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                                                                      EXHIBIT 13

[OHIO LEGACY CORP LOGO]

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                             [OHIO LEGACY CORP LOGO]

                                OHIO LEGACY CORP

                                  ANNUAL REPORT
                            December 31,2002 and 2001

                                    CONTENTS

<TABLE>
<S>                                                                                <C>
MESSAGE TO OUR SHAREHOLDERS.....................................................    3

REPORT OF INDEPENDENT AUDITORS..................................................    5

CONSOLIDATED FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS............................................    6

         CONSOLIDATED STATEMENTS OF OPERATIONS..................................    7

         CONSOLIDATED STATEMENTS OF CHANGES IN
           SHAREHOLDERS' EQUITY.................................................    8

         CONSOLIDATED STATEMENTS OF CASH FLOWS..................................    9

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............................   10

COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA..................................   26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
         & RESULTS OF OPERATIONS................................................   27

SHAREHOLDER INFORMATION.........................................................   34
</TABLE>

                                                                         - 1 -

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                             [OHIO LEGACY CORP LOGO]
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                             [OHIO LEGACY CORP LOGO]

MESSAGE TO OUR SHAREHOLDERS

We are pleased to present to you Ohio Legacy Corp's Annual Report for the year
ended December 31,2002. It details the results of our second full year since we
commenced operations on October 3, 2000. Our second year produced profits in
both the third and fourth quarters of 2002.

We reported earnings of $71,000, or $.07 per share, for the fourth quarter of
2002 and earnings of $44,000, or $.05 per share, for the third quarter of 2002.
Total loss for the year ended December 31, 2002, was ($51,000), or ($.05) per
share, as compared to a loss of ($1.1) million, or ($1.16) per share, for the
same respective period in 2001.

The net loss for 2002, and more specifically the profitable third and fourth
quarters of 2002, represent significant improvements over the prior year. These
gains are attributable to increased quality asset growth and declining interest
rates. We are pleased with the progress of Ohio Legacy Corp in both earnings and
asset growth after just two years of operations. We will continue to focus on
managing the balance sheet by adding quality assets and deposits to provide a
sound foundation, which will drive the future earnings of Ohio Legacy.

In March 2002,Ohio Legacy Bank opened its third office location in Millersburg.
We have enjoyed immediate success in this office as deposits have grown to $10.6
million at the end of December. We are very pleased with the warm reception we
have received from the community.

Ohio Legacy Corp also completed a common stock offering in December 2002 of 1.0
million shares. An additional 150,000 shares were issued in January 2003 to
cover over-allotments, but those shares and the related net proceeds are not
included in the year-end results. Coupled with the over-allotment issuance, the
offering infused approximately $8.5 million of new capital to the Company, the
majority of which is being contributed to the Bank to support continued growth
in loans and deposits.

As we move into 2003, we are continuing to evaluate and enhance our product
base. We believe that the market is continuing to validate our business model,
which is to provide a high level of community banking service to small
businesses and consumers in Wayne, Stark and Holmes counties in Ohio. The new
capital we raised will give us the ability to continue our growth by adding
quality assets and deposits.

Once again, we thank you for your continued support and loyalty. If you have not
visited one of our offices, please stop by and let us show you around your bank.

/s/ L. Dwight Douce
    L. Dwight Douce
    President and CEO

                                      - 3 -

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                             [OHIO LEGACY CORP LOGO]

REPORT OF INDEPENDENT AUDITORS

                               [CROWE CHIZEK LOGO]

Board of Directors and Shareholders
Ohio Legacy Corp
Wooster, Ohio

We have audited the accompanying consolidated balance sheets of Ohio Legacy Corp
(the Company) as of December 31, 2002 and 2001, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ohio Legacy Corp as
of December 31, 2002 and 2001, and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.

                                               /s/ Crowe, Chizek and Company LLP
                                                   Crowe, Chizek and Company LLP

Columbus, Ohio
February 12, 2003

                                      - 5 -

<PAGE>

CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                  2002               2001
                                                                                  ----               ----
<S>                                                                          <C>                <C>
ASSETS
Cash and due from banks                                                      $    5,301,451     $   2,102,438
Federal funds sold                                                               10,418,000         6,596,000
                                                                             --------------     -------------
Cash and cash equivalents                                                        15,719,451         8,698,438
Securities available for sale                                                    38,722,169        16,177,938
Loans, net                                                                       78,291,832        51,426,133
Federal Reserve Bank stock                                                          318,900           221,300
Premises and equipment, net                                                       2,185,108         1,592,977
Accrued interest receivable and other assets                                        810,017           452,771
                                                                             --------------     -------------

                  Total assets                                               $  136,047,477     $  78,569,557
                                                                             ==============     =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Noninterest-bearing                                                       $    4,992,413     $   2,466,958
   Interest-bearing demand                                                        7,206,953         4,720,185
   Savings                                                                       39,886,817        19,544,768
   Certificates of deposit                                                       62,805,167        43,784,548
                                                                             --------------     -------------
   Total deposits                                                               114,891,350        70,516,459
Other borrowed funds                                                                105,000                 -
Trust preferred securities                                                        3,325,000                 -
Capital lease obligations                                                           983,439           541,130
Accrued interest payable and other liabilities                                    1,739,633           595,618
                                                                             --------------     -------------
                  Total liabilities                                             121,044,422        71,653,207

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
   none outstanding                                                                       -                 -
Common stock, no par value, 2,500,000 shares authorized,
   1,965,700 and 965,500 shares issued and outstanding at
   December 31, 2002, and December 31, 2001, respectively                        16,546,465         8,988,710
Accumulated deficit                                                              (2,164,585)       (2,114,024)
Accumulated other comprehensive income                                              621,175            41,664
                                                                             --------------     -------------
   Total shareholders' equity                                                    15,003,055         6,916,350
                                                                             --------------     -------------
                  Total liabilities and shareholders' equity                 $  136,047,477     $  78,569,557
                                                                             ==============     =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      - 6 -

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                             [OHIO LEGACY CORP LOGO]

CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                     2002             2001
                                                                     ----             ----
<S>                                                               <C>             <C>
INTEREST INCOME:
    Loans                                                         $ 5,034,267     $  2,033,780
    Securities                                                      1,411,037          298,834
    Interest-bearing deposits, federal funds sold and other           127,209          370,036
                                                                  -----------     ------------
         Total interest income                                      6,572,513        2,702,650

INTEREST EXPENSE:
    Deposits                                                        3,476,439        1,615,869
    Other borrowings                                                  356,397           51,046
                                                                  -----------     ------------
         Total interest expense                                     3,832,836        1,666,915
                                                                  -----------     ------------

Net interest income                                                 2,739,677        1,035,735

Provision for loan losses                                             452,456          349,798
                                                                  -----------     ------------

Net interest income after provision for loan losses                 2,287,221          685,937

NONINTEREST INCOME:
    Service charges and other fees                                    251,845           99,756
    Other income                                                        8,858            7,531
                                                                  -----------     ------------
         Total other income                                           260,703          107,287

NONINTEREST EXPENSE:
    Salaries and benefits                                           1,149,196          868,927
    Occupancy and equipment                                           483,451          323,738
    Professional fees                                                 234,382          134,683
    Franchise tax                                                      88,424          104,569
    Data processing                                                   233,199          155,945
    Marketing and advertising                                          81,183           96,276
    Stationery and supplies                                            85,979           65,427
    Telephone                                                          41,030           35,873
    Other expenses                                                    201,641          128,979
                                                                  -----------     ------------
         Total noninterest expense                                  2,598,485        1,914,417
                                                                  -----------     ------------

Net loss                                                          $   (50,561)    $ (1,121,193)
                                                                  -----------     ------------

Basic and diluted net loss per share                              $     (0.05)    $      (1.16)
                                                                  -----------     ------------

Basic and Diluted weighted average shares outstanding                 984,727          965,151
                                                                  -----------     ------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      - 7 -

<PAGE>

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 For the years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                OUTSTANDING                               ACCUMULATED
                                                 SHARES OF                                   OTHER          TOTAL
                                                   COMMON       COMMON     ACCUMULATED   COMPREHENSIVE  SHAREHOLDERS'
                                                   STOCK        STOCK        DEFICIT        INCOME         EQUITY
                                                  -------      -------      ---------      --------       --------
<S>                                             <C>          <C>           <C>           <C>            <C>
BALANCE, DECEMBER 31, 2000                          965,000  $  8,983,710  $  (992,831)  $       8,848  $  7,999,727

PROCEEDS FROM EXERCISE OF STOCK WARRANTS                500         5,000            -               -         5,000

COMPREHENSIVE INCOME (LOSS):
  Net loss                                                -             -   (1,121,193)              -     (1,121,193)
  Change in net unrealized gain on securities
    available for sale                                    -             -            -          32,816         32,816
                                                                                                        -------------
      Total comprehensive income (loss)                                                                    (1,088,377)
                                                -----------  ------------  -----------   -------------  -------------

BALANCE, DECEMBER 31, 2001                          965,500     8,988,710   (2,114,024)          41,66      6,916,350

PROCEEDS FROM EXERCISE OF STOCK WARRANTS                200         2,000            -               -          2,000

PROCEEDS FROM STOCK OFFERING, NET OF $944,245
 IN OFFERING COSTS                                1,000,000     7,555,755            -               -      7,555,755

COMPREHENSIVE INCOME:
  Net loss                                                -             -      (50,561)              -        (50,561)
  Change in net unrealized gain on securities
    available for sale                                    -             -            -         579,511        579,511
                                                                                                        -------------
      Total comprehensive income                                                                              528,950
                                                -----------  ------------  -----------   -------------  -------------

BALANCE, DECEMBER 31, 2002                        1,965,700  $ 16,546,465  $(2,164,585)  $     621,175  $  15,003,055
                                                ===========  ============  ===========   =============  =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      - 8 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                          2002              2001
                                                                          ----              ----
<S>                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                           $    (50,561)     $ (1,121,193)
   Adjustments to reconcile net loss to net cash from
    operating activities:
      Depreciation                                                         218,209           120,820
      Securities amortization and accretion                                 97,649           (10,640)
      Provision for loan losses                                            452,456           349,798
      Net change in:
          Accrued interest receivable and other assets                    (277,246)         (212,498)
          Accrued interest payable and other liabilities                   121,515           226,789
          Deferred loan fees                                                21,522            77,449
                                                                      ------------      ------------
              Net cash from operating activities                           583,544          (569,475)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of securities available for sale                          (34,742,672)      (17,220,159)
   Maturities, calls and paydowns of securities available for sale      13,702,803         2,131,092
   Sale (Purchase) of Federal Reserve Bank stock                           (97,600)           51,700
   Net change in loans                                                 (27,339,677)      (47,424,901)
   Purchase of premises and equipment                                     (357,340)         (599,484)
                                                                      ------------      ------------
              Net cash from investing activities                       (48,834,486)      (63,061,752)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in deposits                                               44,374,891        64,946,448
   Repayment of capital lease obligations                                  (10,691)           (8,870)
   Proceeds from other borrowed funds                                      105,000                 -
   Proceeds from exercise of common stock warrants                           2,000             5,000
   Proceeds from issuance of trust preferred securities                  3,245,000                --
   Proceeds from issuance of common stock, net of offering costs         7,555,755                --
                                                                      ------------      ------------
              Net cash from financing activities                        55,271,955        64,942,578
                                                                      ------------      ------------

INCREASE IN CASH AND CASH EQUIVALENTS                                    7,021,013         1,311,351
Cash and cash equivalents at beginning of period                         8,698,438         7,387,087
                                                                      ------------      ------------

Cash and cash equivalents at end of period                            $ 15,719,451      $  8,698,438
                                                                      ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest                                                        $  3,782,191      $  1,192,232
      Federal income taxes                                                      --                --
   Noncash transactions:
      Use of capital lease to acquire branch and main offices         $    453,000      $    550,000
      Commitment to purchase securities available for sale               1,022,500                --
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      - 9 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include Ohio Legacy Corp ("Ohio Legacy") and its wholly-owned
subsidiaries, Ohio Legacy Bank, NA ("Bank") and Ohio Legacy Trust I ("Trust").
Intercompany transactions and balances are eliminated in consolidation.
References to the "Company" include Ohio Legacy, consolidated with its
subsidiaries, the Bank and the Trust.

The Bank, which commenced operations on October 3, 2000, provides financial
services through its full-service offices in Wooster, Millersburg and Canton,
Ohio. Its primary deposit products are checking, savings and certificate of
deposit accounts, and its primary lending products are residential mortgage,
commercial, and installment loans. Substantially all loans are secured by
specific items of collateral including business assets, consumer assets and real
estate. Commercial loans are expected to be repaid from cash flow from
operations of businesses. Real estate loans are secured by residential and
commercial real estate. Other financial instruments that potentially represent
concentrations of credit risk include deposit accounts in other financial
institutions and federal funds sold.

Ohio Legacy created the Trust for the sole purpose of issuing 8.25% Trust
Preferred Securities, the proceeds of which were infused into the Bank as a
capital contribution.

USE OF ESTIMATES: To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and future results could differ. The allowance for loan
losses, fair values of financial instruments and the status of contingencies are
particularly subject to change.

CASH FLOWS: Cash and cash equivalents includes cash, deposits with other
financial institutions with original maturities of less than 90 days and federal
funds sold. Net cash flows are reported for loan and deposit transactions.

SECURITIES: Securities are classified as held to maturity and carried at
amortized cost when management has the positive intent and ability to hold them
to maturity. Securities are classified as available for sale when they might be
sold before maturity. Securities available for sale are carried at fair value,
with unrealized holding gains and losses reported in other comprehensive income.
Trading securities are carried at fair value, with changes in unrealized holding
gains and losses included in income. Other securities such as Federal Reserve
Bank stock are carried at cost.

Interest income includes amortization of purchase premium or discount. Gains and
losses on sales are based on the amortized cost of the security sold. Securities
are written down to fair value when a decline in fair value is other than
temporary.

LOANS: Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at the principal
balance outstanding, net of deferred loan fees and costs and an allowance for
loan losses.

Interest income is reported on the interest method and includes amortization of
net deferred loan fees and costs over the loan term. Interest income on loans is
discontinued at the time the loan is 90 days delinquent unless the credit is
well-secured and in process of collection. In all cases, loans are placed on
nonaccrual status or charged-off at an earlier date if collection of principal
or interest is considered doubtful.

All interest accrued but not received for loans placed on nonaccrual status is
reversed against interest income. Interest received on such loans is accounted
for on the cash-basis or cost-recovery method until qualifying for return to
accrual. Loans are returned to accrual status when all principal and interest
amounts contractually due are brought current and future payments are reasonably
assured.

                                     - 10 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required by considering the nature and volume of the
portfolio, information about specific borrower situations and estimated
collateral values, economic conditions and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged-off. Loan losses
are charged against the allowance when management believes the uncollectibility
of a loan balance is confirmed.

A loan is impaired when full payment under the loan terms is not expected.
Smaller-balance loans of similar nature such as residential mortgage, consumer
and credit card loans are collectively evaluated for impairment, and
accordingly, are not separately identified for impairment disclosures.
Commercial, commercial real estate and multifamily real estate loans are
individually evaluated for impairment. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing rate or at the fair
value of collateral if repayment is expected solely from the collateral.

FORECLOSED ASSETS: Assets acquired through or instead of loan foreclosure are
initially recorded at fair value when acquired, establishing a new cost basis.
If fair value declines, a valuation allowance is recorded through expense. Costs
after acquisition are expensed.

PREMISES AND EQUIPMENT: Land is carried at cost. Premises and equipment are
stated at cost less accumulated depreciation. Depreciation is computed over an
asset's useful life, primarily using the straight line method.

LONG-LIVED ASSETS: Premises and equipment and other long-lived assets are
reviewed for impairment when events indicate their carrying amount may not be
recoverable through future undiscounted cash flows. If impaired, the assets are
recorded at discounted amounts.

STOCK COMPENSATION: Compensation expense from the Company's stock option plan
and from stock warrants guaranteed to the Company's Board of Directors is
reported using the intrinsic value method. No stock-based compensation expense
is reflected in net loss in the accompanying statements of operations as all
options and warrants granted had an exercise price equal to the market price of
the underlying common stock at the date of grant. The following table
illustrates the effect on net loss and net loss per share if expense was
measured using the fair value recognition provisions Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation."

<TABLE>
<CAPTION>
                                                                          2002              2001
                                                                          ----              ----
<S>                                                                   <C>               <C>
Net loss as reported                                                  $   (50,561)      $  (1,121,193)
Deduct stock-based compensation expense determined
    under fair value based method                                         281,849)           (153,683)
                                                                      -----------       -------------
Pro forma net loss                                                    $  (332,410)      $  (1,274,876)
                                                                      ===========       =============
Basic and diluted net loss per share as reported                      $     (0.05)      $       (1.16)
Pro forma basic and diluted net loss per share                              (0.34)              (1.32)
</TABLE>

                                     - 11 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The pro forma effect was computed using the Black-Scholes option pricing model.
The following table details the assumptions used to value stock options granted
during fiscal year 2002, as of the grant date:

<TABLE>
<CAPTION>
                                               2002 STOCK
                                                 OPTIONS
                                                 -------
<S>                                            <C>
Fair value, calculated                          $    3.90
Risk-free interest rate                              4.95%
Expected stock price volatility                      None
Expected dividend rate                               None
Expected life                                    10 years
</TABLE>

No stock options were granted during 2001.The fair value of the common stock
warrants granted to Directors in 2000 was determined to be $3.13, using the
Black-Scholes options-pricing model at the date of grant.

INCOME TAXES: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS: Off-balance sheet financial instruments
include credit instruments, such as commitments to make loans and standby
letters of credit, which are issued to meet customer financing needs. The face
amount for these items represents the exposure to loss, before considering
customer collateral or ability to repay. Such financial instruments are recorded
when they are funded.

EARNINGS (LOSS) PER SHARE: Basic earnings (loss) per share is net income (loss)
divided by the weighted average number of shares outstanding during the period.
Diluted earnings (loss) per share includes the dilutive effect of additional
potential shares that may be issued upon the exercise of stock options and stock
warrants. However, no conversion of 426,600 and 339,800 common stock
equivalents, representing all options and warrants outstanding on December 31,
2002 and 2001, has been assumed in the calculations of net loss per share during
2002 and 2001, respectively, since the effect would be antidilutive. As a
result, the number of weighted-average outstanding common shares as well as the
amount of net loss per share is the same for basic and diluted net loss per
share calculations for all periods presented. These items will be included in
the diluted earnings per share calculation when dilutive.

COMPREHENSIVE INCOME (LOSS): Comprehensive income (loss) consists of net income
(loss) and other comprehensive income (loss). Other comprehensive income (loss)
includes unrealized gains and losses on securities available for sale which are
also recognized as separate components of equity.

LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there are any such matters that will have
a material effect on the financial statements.

DIVIDEND RESTRICTION: Banking regulations require the Bank and the Company to
maintain certain capital levels and may limit the dividends paid by the Bank to
Ohio Legacy or by the Company to shareholders. Furthermore, the Bank is
prohibited from paying dividends to Ohio Legacy for a period of three years
after inception of the Bank without prior approval by its regulatory agencies.

                                     - 12 -

<PAGE>

                             [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FAIR VALUES OF FINANCIAL INSTRUMENTS: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.

OPERATING SEGMENTS: While the Company's chief decision-makers monitor the
revenue streams of the Company's various products and services, the identifiable
segments are not material and operations are managed and financial performance
is evaluated on a Company-wide basis. Accordingly, all of the Company's
financial services operations are considered by management to be aggregated into
one reportable operating segment.

NEWLY ISSUED ACCOUNTING STANDARDS: New accounting standards on asset retirement
obligations, restructuring activities and exit costs, operating leases, and
early extinguishment of debt were issued in 2002. Management determined that
when the new accounting standards are adopted in 2003, they will not have a
material impact on the Company's financial condition or results of operations.

RECLASSIFICATIONS: Some items in the prior-year financial statements were
reclassified to conform to the current year's presentation.

NOTE 2 - ORGANIZATION

Ohio Legacy Corp is a bank holding company, incorporated in July 1999 under the
laws of the State of Ohio. 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 stock. On
October 2, 2000, Ohio Legacy sold 951,500 shares of common stock 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 the Trust Preferred Securities. The issuance generated
proceeds of $3,245,000, net of $80,000 of debt issuance costs, of which
$3,100,000 was infused into the Bank as a capital contribution.

                                     - 13 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 3 - SECURITIES

The fair value of securities available for sale and the related gross unrealized
gains and losses recognized in accumulated other comprehensive income (loss)
were as follows as of December 31:

<TABLE>
<CAPTION>
                                                              GROSS             GROSS
                                            FAIR            UNREALIZED        UNREALIZED
                                            VALUE             GAINS             LOSSES
                                            -----             -----             ------
<S>                                   <C>                  <C>               <C>
2002
    U.S. Government agencies
        and corporations              $    15,163,967      $    220,616      $     (3,120)
    Mortgage-backed securities             23,558,202           408,405            (4,726)
                                      ---------------      ------------      ------------
        Total                         $    38,722,169      $    629,021      $     (7,846)
                                      ===============      ============      ============
2001
    U.S. Government agencies
        and corporations              $    11,091,030      $    109,341      $    (21,517)
    Mortgage-backed securities              5,086,908             2,555           (48,715)
                                      ---------------      ------------      ------------
        Total                         $    16,177,938      $    111,896      $    (70,232)
                                      ===============      ============      ============
</TABLE>

The fair value of available for sale securities by contractual maturities were
as follows at December 31,2002.Securities not due at a single maturity
date, primarily mortgage-backed securities, are shown separately:

<TABLE>
<CAPTION>
                                                           FAIR VALUE
                                                         ---------------
<S>                                                      <C>
Due after one year through five years                    $    14,167,875
Due after five years through ten years                           996,092
Mortgage-backed securities                                    23,558,202
                                                         ---------------
     Total                                               $    38,722,169
                                                         ===============
</TABLE>

No securities were sold during 2002 or 2001.

As of December 31, 2002, four securities with carrying values totaling $583,000
were pledged to secure public fund deposits.

At December 31, 2002, there were no holdings of securities of any one issuer,
other than U.S. Government agencies and corporations, in an amount greater than
10% of shareholders' equity.

                                     - 14 -

<PAGE>

                             [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 4 - LOANS

Loans were as follows at December 31:

<TABLE>
<CAPTION>
                                                           2002                  2001
                                                           ----                  ----
<S>                                                  <C>                   <C>
Residential real estate                              $     31,345,865      $     22,051,998
Multifamily residential real estate                         6,732,072             1,989,745
Commercial real estate                                     18,385,467            11,574,950
Construction                                                4,636,473             1,313,401
Commercial                                                 10,205,592             9,599,317
Consumer                                                    7,925,119             5,362,669
                                                     ----------------      ----------------
 Total loans                                               79,230,588            51,892,080
 Less: Allowance for loan losses                             (837,210)             (385,923)
       Net deferred loan fees                                (101,546)              (80,024)
                                                     ----------------      ----------------
        Loans, net                                   $     78,291,832      $     51,426,133
                                                     ================      ================
</TABLE>

Activity in the allowance for loan losses for the year ended December 31 was as
follows:

<TABLE>
<CAPTION>
                                                        2002            2001
                                                        ----            ----
<S>                                                  <C>             <C>
Balance, January 1                                   $   385,923     $    36,125
Provision for loan losses                                452,456         349,798
Loans charged-off                                         (1,769)              -
Recoveries                                                   600               -
                                                     -----------     -----------
Balance, December 31                                 $   837,210     $   385,923
                                                     ===========     ===========
</TABLE>

The Company had no impaired loans at December 31, 2002 and 2001, or during the
years then ended. Additionally, the Company had no loans on nonaccrual status or
past due 90 days or more still accruing interest at December 31, 2002 or 2001.

Loans to principal officers, directors, and their affiliates in 2002 were as
follows:

<TABLE>
<S>                                                  <C>
Balances, January 1                                  $    2,524,703
New loans                                                 1,092,500
Repayments                                                 (866,449)
                                                     --------------
Balances, December 31                                $    2,750,754
                                                     ==============
</TABLE>

                                     - 15 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment were as follows at December 31:

<TABLE>
<CAPTION>
                                                                    2002            2001
                                                                    ----            ----
<S>                                                             <C>             <C>
Office buildings                                                $  1,003,000    $   550,000
Leasehold improvements                                               688,024        445,348
Furniture, fixtures and equipment                                    844,748        730,082
                                                                ------------    -----------
    Premises and equipment, cost                                   2,535,772      1,725,430
Less: Accumulated depreciation                                       350,664        132,453
                                                                ------------    -----------
    Premises and equipment, net                                 $  2,185,108    $ 1,592,977
                                                                ============    ===========
</TABLE>

During the years ending December 31, 2002 and 2001, depreciation expense was
$218,209 and $120,820, respectively.

The Company's headquarters and the Wayne County banking office is located at 305
West Liberty Street in Wooster, Ohio. Monthly rent for the first five years is
$4,200 plus an amount equal to the monthly payment to amortize the construction
costs of $550,000 over 180 months, with an interest rate of prime at the time of
the commencement of the construction which was 9.5% plus 0.5%. The base rent
increases every five years by the percentage increase in the Consumer Price
Index over the same five-year period. The building portion of the lease is
accounted for as a capital lease while the land portion of the lease is
accounted for as an operating lease, due to the land exceeding 25% of the total
fair value of the property.

The Stark County banking office is located at 4026 Dressler Road in North
Canton, Ohio. The Company has entered into a ten-year lease agreement for the
property with two five-year renewal options. This lease was modified in 2002 as
a result of the Company occupying additional space. Annual rent payments will be
$78,305 for the remainder of the first five years of the lease, with the lease
increasing to $88,851 for the remaining five years of the original term of the
lease, increasing 15% each five-year term thereafter.

The Holmes County banking office is located at 225 N. Clay Street in
Millersburg, Ohio. 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 $105,000 for
years eleven through fifteen. The Company leases the Millersburg banking office
from directors and shareholders of the Company. The building portion of the
lease is accounted for as a capital lease while the land portion of the lease is
accounted for as an operating lease, due to the land exceeding 25% of the total
fair value of the property.

                                     - 16 -

<PAGE>

                             [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 5 - PREMISES AND EQUIPMENT (continued)

Rent expense was $131,962, and $117,541 for the years ended December 31, 2002
and 2001, respectively. Estimated rental commitments under these leases for
their non-cancelable periods were as follows as of December 31, 2002:

<TABLE>
<CAPTION>
                                                                OPERATING          CAPITAL
                                                                  LEASES            LEASES
                                                                  ------            ------
<S>                                                           <C>               <C>
2003                                                          $    126,491      $    160,138
2004                                                               126,491           160,138
2005                                                               126,491           160,138
2006                                                               139,861           168,211
2007                                                               141,274           178,998
Thereafter                                                         742,795         1,699,762
                                                              ------------      ------------

Total minimum lease payments                                  $  1,403,403      $  2,527,385
                                                              ============
Amounts representing interest                                                      1,543,946
                                                                                ------------
Present value of minimum lease payments                                         $    983,439
                                                                                ============
</TABLE>

NOTE 6 - DEPOSITS

Certificates of deposit in denominations of $100,000 or more were $19,521,620
and $11,706,093 at December 31, 2002 and 2001, respectively.

Scheduled maturities of certificates of deposit for the next five years were as
follows at December 31, 2002:

<TABLE>
<S>                                                        <C>
2003                                                       $    26,571,679
2004                                                            34,298,450
2005                                                             1,666,496
2006                                                                90,470
2007                                                                49,539
Thereafter                                                         128,533
                                                           ---------------
                                                           $    62,805,167
                                                           ===============
</TABLE>

                                     - 17 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 7 - INCOME TAXES

There was no income tax expense for the years ended December 31, 2002 or 2001,
as the Company has experienced a tax net operating loss since its inception.
Effective tax rates differ from federal statutory rates applied to financial
statement income due to the following:

<TABLE>
<CAPTION>
                                                                  2002             2001
                                                                  ----             ----
<S>                                                            <C>            <C>
Federal statutory rate times financial statement loss at 34%   $   (17,191)   $   (381,205)

Effect of:
     Deferred tax valuation allowance                               13,493         380,718
     Other, net                                                      3,698             487
                                                               -----------    ------------
         Total income tax expense                              $         -     $         -
                                                               ===========    ============
</TABLE>

Deferred tax assets and liabilities were due to the following at December 31:

<TABLE>
<CAPTION>
                                                         2002             2001
                                                         ----             ----
<S>                                                  <C>              <C>
Deferred tax assets:
    Net operating loss carryforward                  $   359,119      $   387,031
    Accrual to cash adjustment                                 -           36,711
    Organizational costs capitalized                     120,134          163,819
    Bad debt deduction                                   248,679          101,652
    Deferred loan fees                                    34,526           27,208
    Other                                                      -              230
                                                     -----------      -----------
        Total deferred tax assets                        762,458          716,651

Deferred tax liabilities:
    Depreciation                                         (51,272)         (21,687)
    Accrual to cash adjustment                            (2,614)               -
    Other                                                 (1,187)          (1,071
                                                     -----------      -----------)
        Total deferred tax liabilities                   (55,073)         (22,758)
                                                     -----------      -----------
Net deferred tax assets                                  707,385          693,893
Valuation allowance on net deferred tax assets          (707,385)        (693,893)
                                                     -----------      -----------
Net                                                  $         -      $         -
                                                     ===========      ===========
</TABLE>

A valuation allowance has been recorded to offset the net deferred tax assets as
the Company has not yet paid any income taxes which would be refundable if these
timing differences were reversed and there is no assurance of future taxable
income.

At December 31, 2002, the Company had operating loss carryforwards of
approximately $1,056,233 which can be used to offset future taxable income.
Unused net operating loss carryforwards in the amount of $253,952 and $802,281
will expire on December 31, 2020 and 2021, respectively.

                                     - 18 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 8 - STOCK-BASED COMPENSATION

The Company's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan ("Stock Ownership Plan"). A total of
200,000 common shares are available for grants under the Stock Ownership Plan.
The number of shares may be adjusted by the Board in the event of an increase or
decrease in the number of common shares outstanding resulting from dividend
payments, stock splits, recapitalization, merger, share exchange acquisition,
combination or reclassification.

The following types of awards may be granted under the Stock Ownership Plan to
eligible persons: nonqualified stock options, incentive stock options and
restricted stock. Under the Stock Ownership Plan, each nonemployee Director will
be granted 2,500 nonqualified options at the time or soon after that person
first becomes a Director. This initial option grant will vest annually in equal
amounts over a three-year term. In addition, each nonemployee Director will
receive an annual grant of 1,000 nonqualified options during his or her tenure
on the Board, which will vest immediately. Options granted to employees and
officers of the Company vest annually in equal amounts over three years. The
exercise price of an option shall not be less than the fair market value of the
underlying common stock on the date of the grant. In the event of a change in
control of the Company, outstanding options may become immediately exercisable
in full at the discretion of the Compensation Committee of the Board of
Directors. Otherwise, all outstanding options will terminate unless the
successor corporation agrees to assume or replace such options with an
equivalent entitlement.

The following table details stock option grants under the Stock Ownership Plan:

<TABLE>
<CAPTION>
                                              2002
                                              ----
                                                WEIGHTED AVERAGE
                                      OPTIONS    EXERCISE PRICE
                                      -------    --------------
<S>                                 <C>         <C>
Outstanding at January 1                     -      $      -

Granted                                 89,500         10.00
Forfeited                               (2,500)        10.00
Exercised                                    -             -
                                    ----------
Outstanding at December 31              87,000      $  10.00
                                    ==========      ========
Exercisable at December 31              11,000      $  10.00
                                    ==========      ========

Weighted average remaining
   contractual life                 9.12 years
</TABLE>

The Company granted 147,300 warrants ("Director Warrants") to the Board of
Directors and organizers of the Company at the time of closing of the 2000
Offering. The Director Warrants vest in equal percentages each year over a
three-year period from the date of grant. Each warrant entitles the holder to
purchase a share of common stock at $10.00 per share and will expire ten years
from the date of issuance. At December 31, 2002, there were 98,200 vested,
exercisable Director Warrants and no Director Warrants have been exercised or
forfeited.

The Company is accounting for the Stock Ownership Plan and the Director Warrants
under Accounting Principles Board Opinion No. 25 and has elected to disclose the
pro forma impact of warrants and options on net loss in accordance with SFAS
No. 123 (see Note 1).

                                     - 19 -
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 9 - STOCK WARRANTS

As part of the 2000 Offering, the Company issued to shareholders one stock
warrant for every five shares of common stock purchased, resulting in the
issuance of 193,000 warrants. Each warrant entitles the holder to purchase one
common share at $10.00 per share. The warrants carry no voting rights and may be
exercised at any time within the seven years following their issuance. The
warrants may be called by the Company at any time after the first year of
issuance at $0.10 per warrant. If called, each holder of a warrant must exchange
the warrant within 30 days or the warrant will expire with no payment being made
to the warrant holder. The warrants are transferable with the underlying common
shares in increments of one warrant for every five shares transferred. During
the years ended December 31, 2002 and 2001, there were 200 and 500 warrants
exercised, respectively, at $10.00 per share.

NOTE 10 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS

Banks are subject to regulatory capital requirements administered by federal
banking agencies. Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities and certain
off- balance sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet capital requirements can initiate regulatory action.

Prompt corrective action regulations provide five classifications: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and capital restoration plans are required.

Actual and required capital amounts (in thousands) and ratios are presented
below at December 31:

<TABLE>
<CAPTION>
                                                                                       TO BE WELL-
                                                                                    CAPITALIZED UNDER
                                                               FOR CAPITAL         PROMPT CORRECTIVE
                                           ACTUAL           ADEQUACY PURPOSES      ACTION PROVISIONS
                                           ------           -----------------      -----------------
                                      Amount    Ratio       Amount       Ratio     Amount        Ratio
                                      ------    -----       ------       -----     ------        -----
<S>                                 <C>         <C>        <C>           <C>      <C>            <C>
2002
Total Capital to risk
    weighted assets                 $   15,060    18.5%    $  6,510       8.0%    $  8,137       10.0%
Tier 1 (Core) Capital to risk
    weighted assets                     14,223    17.5        3,255       4.0        4,882        6.0
Tier 1 (Core) Capital to
    average assets                      14,223    11.4        4,977       4.0        6,221        5.0

2001
Total Capital to risk
    weighted assets                 $    7,254    14.1%    $  4,111       8.0%    $  5,139       10.0%
Tier 1 (Core) Capital to risk
    weighted assets                      6,868    13.4        2,055       4.0        3,083        6.0
Tier 1 (Core) Capital to
    average assets                       6,868    10.1        2,722       4.0        3,403        5.0
</TABLE>

                                     - 20 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 10 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS (continued)

The payment of dividends by the Bank to Ohio Legacy and by Ohio Legacy to
shareholders is subject to restrictions by regulatory agencies. These
restrictions generally limit dividends to the sum of current year's and the
prior two years' retained earnings, as defined. In addition, dividends may not
reduce capital levels below the minimum regulatory requirements as described
above. Furthermore, as part of the Bank's approval by the regulatory agencies,
it is prohibited from paying dividends to Ohio Legacy for a period of three
years after inception without prior written non-objection by the Office of the
Comptroller of the Currency ("OCC").

After a regular examination of the Bank in early 2002 by the OCC, the Bank
entered into a formal agreement with the OCC on June 18,2002 ("OCC
Agreement"). Under the OCC Agreement, the Bank is to adopt and implement certain
plans, policies and strategies, including a strategic and related staffing plan,
improved management information systems and information security programs and an
independent, ongoing review system for the Bank's loan portfolio. In addition,
under the OCC Agreement, the Bank must maintain a Tier 1 capital level of at
least 11.0% of risk-weighted assets and 8.0% of adjusted total assets. The
following table summarizes the Bank's actual capital amounts and the amounts
required under the OCC Agreement at December 31, 2002:

<TABLE>
<CAPTION>
                                                                AS REQUIRED BY
                                              ACTUAL           THE OCC AGREEMENT
                                         ----------------      -----------------
                                         Amount     Ratio      Amount      Ratio
                                         ------     -----      ------      -----
<S>                                     <C>         <C>       <C>          <C>
2002
Tier 1 (Core) Capital to risk
    weighted assets                     $ 14,223    17.5%     $ 8,951      11.0%
Tier 1 (Core) Capital to
    average assets                        14,223    11.4        9,954       8.0
</TABLE>

In response to the OCC Agreement, the Bank has submitted a three-year capital
program that includes a plan for maintaining capital at the specified levels,
sources and types of additional capital considering growth projections and
contingency plans should primary sources of capital become unavailable. A
three-year strategic plan also has been submitted to the OCC. Under the
agreement, until the Bank receives notice from the OCC that it has complied with
the OCC-approved strategic and staffing plan, and has received no supervisory
objection to its capital plan, the Bank's asset growth cannot exceed 5% per
calendar quarter. Additionally, although the Bank's capital ratios at December
31, 2002, met the provisions to be considered "well capitalized," it is not
considered "well-capitalized" while under the terms of the OCC Agreement.

NOTE 11 - OFF-BALANCE SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of
credit and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contract are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance sheet
risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.

                                     - 21 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 11 - OFF-BALANCE SHEET ACTIVITIES (continued)

The contractual amount of financial instruments with off-balance sheet risk was
as follows at December 31:

<TABLE>
<CAPTION>
                                                    2002              2001
                                               --------------    -------------
<S>                                            <C>               <C>
COMMITMENTS TO MAKE LOANS:
  Variable-rate                                $    6,752,000    $   9,232,000
  Fixed-rate                                        1,473,000        2,055,000
UNUSED LINES OF CREDIT, VARIABLE-RATE          $    8,908,000    $   6,266,000
</TABLE>

Commitments to make loans are generally made for periods of 30 days or. The
fixed-rate loan commitments have interest rates ranging from 6.00% to
7.75% at December 31, 2002, and 6.62% to 9.00% at December 31, 2001.

The Bank has entered into three one-year employment agreements with its Chief
Executive Officer and President, its Senior Loan Officer and President of the
Stark County Division, and its Senior Vice President of Commercial Lending and
President of the Holmes County Region. Each employment agreement will renew
automatically for an additional year unless either party furnishes at least
sixty days notice to the other of its intent to terminate the agreement. The
agreements also entitle the employees to participate in any formally established
stock option, health insurance and other fringe benefit plans for which
management personnel are eligible. In the event of a change in control, parties
would receive 2.99 times their annual compensation.

NOTE 12 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying amount and estimated fair values of financial instruments were as
follows at December 31:

<TABLE>
<CAPTION>
                                                            2002                                     2001
                                                            ----                                     ----
                                               CARRYING                                  CARRYING
                                                AMOUNT              FAIR VALUE            AMOUNT            FAIR VALUE
                                               --------             ----------           --------           ----------
<S>                                         <C>                  <C>                  <C>                 <C>
FINANCIAL ASSETS:
    Cash and cash equivalents               $    15,719,451      $     15,719,451     $     8,698,438     $    8,698,438
    Securities available for sale                38,722,169            38,722,169          16,177,938         16,177,938
    Loans, net                                   78,291,832            80,948,000          51,426,133         51,580,000
    Federal Reserve Bank stock                      318,900               318,900             221,300            221,300
    Accrued interest receivable                     549,429               549,429             372,556            372,556

FINANCIAL LIABILITIES:
    Deposits                                $  (114,891,350)     $   (116,267,000)    $   (70,516,459)    $  (71,404,000)
    Other borrowed funds                           (105,000)             (105,000)                  -                  -
    Trust Preferred Securities                   (3,325,000)           (3,648,000)                  -                  -
    Accrued interest payable                       (541,002)             (541,002)           (490,357)          (490,357)
</TABLE>

                                     - 22 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 12 - FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Carrying amount is the estimated fair value for cash and cash
equivalents, Federal Reserve Bank stock, accrued interest receivable and
payable, demand deposits and variable-rate loans, deposits, and borrowings that
reprice frequently and fully. Security fair values are based on market prices or
dealer quotes, and if no such information is available, on the rate and term of
the security and information about the issuer. For fixed-rate loans or deposits
and for variable-rate loans or deposits with infrequent repricing or repricing
limits, fair value is based on discounted cash flows using current market rates
applied to the estimated life and credit risk. The fair value of the Trust
Preferred Securities is based upon current rates for similar financing. The fair
value of off-balance sheet items is based on the current fees or cost that would
be charged to enter into or terminate such arrangements. The estimated fair
value for other financial instruments and off-balance sheet loan commitments are
considered nominal.

NOTE 13 - TRUST PREFERRED SECURITIES AND OTHER BORROWED FUNDS

In March 2002, the Company issued $3,325,000 of 8.25% fixed-rate Trust Preferred
Securities through a special purpose subsidiary, Ohio Legacy Trust I, which will
mature March 31, 2022. These securities may be redeemed by the Company at its
option, at par, starting March 31, 2007. During 2002, Ohio Legacy infused
$3,100,000 into the Bank as a capital contribution and the result is included in
the Bank's regulatory capital calculations as Tier 1 capital. Directors of the
Company and their family members purchased $2,675,000 of the total $3,325,000
issued. Costs associated with the issuance of the Trust Preferred Securities,
which totaled approximately $80,000, have been capitalized and are being
amortized over the term of the securities.

In conjunction with the formation of the Trust and the issuance of the Trust
Preferred Securities, the Company borrowed $105,000 and contributed $104,000 to
the Trust as part of the Trust's initial capitalization. The interest-only note
matures on March 26, 2003, and has an interest rate equal to the U.S. Prime
interest rate, which was 4.25% at December 31,2002.

NOTE 14 - COMMON STOCK OFFERING

On December 18, 2002, Ohio Legacy issued 1,000,000 shares of common stock 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 its 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, the Company's underwriter exercised the over-allotment
option related to the 2002 Offering which resulted in the issuance of an
additional 150,000 shares of the Company's common stock at $8.50 per share.

                                     - 23 -

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of Ohio Legacy follows:

CONDENSED BALANCE SHEETS
As of December 31

<TABLE>
<CAPTION>
                                                                      2002                 2001
                                                                      ----                 ----
<S>                                                              <C>                  <C>
ASSETS
Cash and cash equivalents                                        $    3,616,653       $        6,593
Investment in subsidiaries                                           14,935,917            6,909,863
Intercompany receivable                                                  81,124                    -
Other assets                                                              2,145                    -
                                                                 --------------       --------------

      TOTAL ASSETS                                               $   18,635,839       $    6,916,456
                                                                 ==============       ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Other borrowed funds                                             $      105,000       $            -
Subordinated note payable to Ohio Legacy Trust I                      3,429,000                    -
Accrued expenses and other liabilities                                   98,784                  106
Shareholders' equity                                                 15,003,055            6,916,350
                                                                 --------------       --------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $   18,635,839       $    6,916,456
                                                                 ==============       ==============
</TABLE>

<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF OPERATIONS
For the year ended December 31
                                                                      2002                 2001
                                                                      ----                 ----
<S>                                                              <C>                  <C>
Dividend income                                                  $        6,507       $            -
Interest expense                                                       (219,427)                   -
Other expense                                                              (185)              (1,122)
                                                                 --------------       --------------

Loss before undistributed income (loss) of subsidiaries                (213,105)              (1,122)
Equity in undistributed income (loss) of subsidiaries                   162,544           (1,120,071)
                                                                 --------------       --------------

       NET LOSS                                                  $      (50,561)      $   (1,121,193)
                                                                 ==============       ==============
</TABLE>

                                     - 24 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 15 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)

CONDENSED STATEMENTS OF CASH FLOWS
For the year ended December 31

<TABLE>
<CAPTION>
                                                                                2002             2001
                                                                                ----             -----
<S>                                                                         <C>              <C>
Cash flows from operating activities:
  Net loss                                                                  $    (50,561)    $  (1,121,193)
  Adjustments:
    Equity in undistributed loss (income) of subsidiaries                       (162,544)        1,120,071
    Net change in intercompany receivable                                        (81,124)                -
    Net change in other assets and other liabilities                              96,534           (11,124)
                                                                            ------------     -------------
        Net cash from operating activities                                      (197,695)          (12,246)

Cash flows from investing activities:
  Investments in subsidiaries                                                 (7,284,000)                -
Cash flows from financing activities:
  Proceeds from other borrowed funds                                             105,000                 -
  Proceeds from subordinated note payable to Ohio Legacy Trust I               3,429,000                 -
  Proceeds from exercise of stock warrants                                         2,000             5,000
  Proceeds from issuance of common stock, net of offering costs                7,555,755                 -
                                                                            ------------     -------------
        Net cash from financing activities                                    11,091,755             5,000
                                                                            ------------     -------------
Net change in cash and cash equivalents                                        3,610,060            (7,246)
Beginning cash and cash equivalents                                                6,593            13,839
                                                                            ------------     -------------
Ending cash and cash equivalents                                            $  3,616,653     $       6,593
                                                                            ============     =============
</TABLE>

                                     - 25 -

<PAGE>

COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
As of December 31, 2002 and 2001, and for the years then ended

<TABLE>
<CAPTION>
                                                                                2002             2001
                                                                                ----             ----
<S>                                                                         <C>              <C>
(Dollars in thousands, except per share data)
BALANCE SHEET DATA:
     Total assets                                                           $    136,048     $      78,570
     Loans, net                                                                   78,292            51,426
     Securities available for sale                                                38,722            16,178
     Allowance for loan losses                                                      (837)             (386)
     Total deposits                                                              114,891            70,516
     Other borrowings                                                              3,430                 -
     Shareholders' equity                                                         15,003             6,916
     Average assets                                                              112,138            43,305
     Average shareholders' equity                                                  6,998             7,463

INCOME STATEMENT DATA:
     Total interest income                                                  $      6,572     $       2,703
     Total interest expense                                                        3,833             1,667
                                                                            ------------     -------------
         Net interest income                                                       2,739             1,036
     Provision for loan losses                                                       452               350
                                                                            ------------     -------------
         Net interest income after provision for loan losses                       2,287               686
     Noninterest income                                                              261               107
     Noninterest expense                                                           2,599             1,914
                                                                            ------------     -------------
              Loss before income taxes                                               (51)           (1,121)
     Income taxes                                                                      -                 -
                                                                            ------------     -------------
              Net loss                                                      $        (51)    $      (1,121)
                                                                            ============     =============
PER SHARE DATA:
     Basic and diluted earnings per common share                            $      (0.05)    $       (1.16)
     Book value per share at year-end                                               7.63              7.16
     Average shares used in earnings per share calculations                      984,727           965,151

OPERATING RATIOS AND OTHER KEY METRICS:
     Total net loans to total deposits                                             68.14%            72.93%
     Total shareholders' equity to total assets                                    11.03              8.80
     Dividend payout ratio                                                           N/A               N/A
     Average shareholders' equity to average assets                                 6.24             17.23
     Return on average equity                                                      (0.72)           (15.02)
     Return on average assets                                                      (0.05)            (2.59)
     Allowance for loan losses to total loans                                       1.06              0.74
     Interest spread                                                                2.43              1.75
     Net interest margin                                                            2.61              2.56
     Efficiency ratio                                                              86.61            167.49
     Noninterest income to average assets                                           0.23              0.25
     Noninterest expense to average assets                                          2.32              4.42
     </TABLE>

                                     - 26 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

In the following section, management presents an analysis of Ohio Legacy Corp's
financial condition and results of operations as of and for the years ended
December 31, 2002 and 2001. This discussion is provided to give shareholders a
more comprehensive review of the operating results and financial condition than
could be obtained from an examination of the financial statements alone. This
analysis should be read in conjunction with the consolidated financial
statements and related footnotes and the selected financial data elsewhere in
this report. As used herein and except as the context may otherwise require,
references to "the Company," "we," "us," or "our" means, collectively, Ohio
Legacy Corp ("Ohio Legacy") and its wholly-owned subsidiaries, Ohio Legacy Bank,
NA ("the Bank") and Ohio Legacy Trust I ("the Trust").

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which can be identified by the use
of forward-looking terminology, such as: "may," "might," "could," "would,"
"believe," "expect," "intend," "plan," "seek," "anticipate," "estimate,"
"project" or "continue" or the negative thereof or comparable terminology. All
statements other than statements of historical fact included in this MD&A,
regarding our financial position, capital adequacy and liquidity are
forward-looking statements. These forward-looking statements also include, but
are not limited to:

         -        anticipated changes in industry conditions created by state
                  and federal legislation and regulations;

         -        the impact of future interest rate changes on our
                  profitability, capital adequacy and the fair value of our
                  financial assets and liabilities;

         -        anticipated changes in general interest rates;

         -        retention of our existing customer base and our ability to
                  attract new customers;

         -        the development of new products and services and their success
                  in the marketplace;

         -        the adequacy of the allowance for loan losses;

         -        statements regarding our anticipated loan and deposit account
                  growth, expense levels, liquidity and capital resources and
                  projections of when we will achieve positive earnings.

These forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results to be materially different
from any future results expressed or implied by such forward-looking statements.
Although we believe the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to have been correct. Important factors that could cause actual results to
differ materially from those in the forward-looking statements included herein
include, but are not limited to:

         -        competition in the industry and markets in which we operate;

         -        changes in general interest rates;

         -        rapid changes in technology affecting the financial services
                  industry;

         -        changes in government regulation; and

         -        general economic and business conditions.

                                     - 27 -

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

GENERAL

Formed in 1999, Ohio Legacy Corp owns all of the stock of Ohio Legacy Bank, a
national bank that commenced business on October 3, 2000, and Ohio Legacy Trust
I. Ohio Legacy Bank provides a full range of traditional commercial and consumer
banking services for small to medium-sized businesses as well as retail
customers. Ohio Legacy Trust I is a special purpose entity formed by Ohio Legacy
Corp for the sole purpose of issuing 8.25% Trust Preferred Securities, the
proceeds of which were infused into the Bank as a capital contribution. The
Company has experienced strong growth due to what management believes are
competitive pricing strategies and referrals from existing customers. As a
result, balance sheet amounts as of December 31, 2002, and December 31, 2001,
and operating results for the years then ended will not be comparable.
Management believes the Company's financial condition and results of operations
are as expected for a newly-formed financial institution.

SIGNIFICANT ACCOUNTING POLICIES

ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required by considering the nature and volume of the
portfolio, information about specific borrower situations and estimated
collateral values, economic conditions and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged-off. Loan losses
are charged against the allowance when management believes the uncollectibility
of a loan balance is confirmed.

Management considers various factors, including portfolio risk, economic
environment and loan delinquencies, in its determination of the level of the
provision for loan losses. Loan quality is monitored on a monthly basis by
management and, since June 30, 2002, on a quarterly basis by an independent
third party. Delinquency is not material at this time and, given the fact that
the Bank began operations in October 2000, we do not have sufficient historical
data on our loan portfolio to utilize in determining an appropriate allowance
for loan losses. As a result of the lack of sufficient historical data from our
loan portfolio, management will utilize peer information and current economic
trends to evaluate the appropriate allowance for loan losses. As a guideline,
until our loan portfolio becomes more seasoned, we have established the
following target loan loss reserve levels by type of loan: commercial loans --
2.0%; consumer loans -- 2.0%; commercial real estate loans -- 1.5%; and
residential mortgage loans -- 0.4%.

FINANCIAL CONDITION - DECEMBER 31, 2002, COMPARED TO DECEMBER 31, 2001

ASSETS. At December 31, 2002, total assets increased 73.2% to $136.0 million
from $78.6 million at December 31, 2001. This increase was funded by growth in
deposits of $44.4 million and two capital transactions: the issuance of $3.3
million of 8.25% Trust Preferred Securities and the offering of 1,000,000 shares
of the Company's common stock which provided net proceeds of $7.6 million. Most
of the net proceeds from the common stock offering were held in cash and cash
equivalents at year-end 2002. Approximately $7.3 million of the offerings'
proceeds was contributed to the Bank as a capital infusion during 2002. Some of
the proceeds will be maintained by Ohio Legacy (the holding company) to service
interest payments on the Trust Preferred Securities and to repay other
borrowings. The increase in deposits during 2002 served to fund strong growth in
the Bank's loan portfolio. The residual was invested in securities.

                                     - 28 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

LOANS. At December 31, 2002, total loans, net of the allowance for loan losses
and deferred fees, were $78.3 million, an increase of $26.9 million, or 52.2%,
from $51.4 million at December 31, 2001. The loan growth resulted primarily from
an increase in residential real estate, commercial, and commercial and
multifamily real estate loans.

Residential real estate loans grew due to the origination and refinancing of
mortgages secured by one- to four-family real estate as homeowners continued to
take advantage of historically low interest rates in 2002. We believe the growth
in the commercial loan portfolio during 2002 was a result of our concerted
effort to provide quality service on a timely basis. We also market our courier
service and cash management products to our commercial customers. Management
plans to continue to focus on commercial loan origination in an attempt to
weight the Bank's loan portfolio towards commercial loans. At December 31, 2002,
commercial, commercial real estate and multifamily real estate loans comprised
45% of the Bank's loan portfolio. Management believes the optimal mix for the
Bank's loan portfolio is 65% commercial, commercial real estate and multifamily
real estate, 25% residential real estate and construction and 10% consumer
loans.

As of December 31, 2002, we had six loans, aggregating $84,000 which were thirty
days or more delinquent, and we had no nonperforming loans. Loans are considered
nonperforming if they are over 90 days delinquent or if they are in nonaccrual
status. As of December 31, 2002, there were no significant loans as to which
management had any doubt regarding the ability of the borrower to comply with
the terms of the loan.

ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses increased to $837,000
at December 31, 2002, from $386,000 at December 31, 2001. The allowance for loan
losses as a percentage of loans increased to 1.06% at December 31, 2002, as
compared to 0.74% at December 31, 2001. Management expects the allowance for
loan losses as a percentage of loans will continue to increase as residential
loans will comprise a smaller portion of the total loan portfolio over the next
year and the loan portfolio becomes weighted toward somewhat riskier commercial
loans.

One loan for $1,800 was charged off during the 2002, but a portion of the
balance was subsequently recovered through collections efforts, while no loans
were charged-off during 2001. At December 31, 2002 and 2001, none of the
allowance for loan losses was allocated to impaired loan balances, as there were
no loans considered impaired.

SECURITIES. Total securities increased by $22.5 million during 2002. The
increase was primarily because of the substantial increase in deposit funds and
the capital transactions during 2002, coupled with a sluggish economic outlook
which caused a slower growth rate in loans during late 2002. Funds that could
not be invested in loans were used to purchase notes and mortgage-backed
securities issued by U.S. Government agencies and corporations.

The Company anticipates continued strong year-over-year growth in loans and,
thus, has given preference to short-term callable notes and mortgage-backed
securities to provide an additional source of liquidity through expected calls
and principal paydowns. However, management is considering diversification of
the Company's investment portfolio through highly-rated corporate securities
which may provide a higher, risk-adjusted yield, and municipal issues, which
would provide tax-sheltered income in anticipation of the Company's emergence
from operating losses and the subsequent assessment of federal income taxes as
net operating loss carryforwards are depleted.

PREMISES AND EQUIPMENT. The net investment in premises and equipment increased
$592,000, comprised of an increase in assets of approximately $810,000 offset by
$218,000 of depreciation expense. The increase was primarily related to the
opening of a full-service banking office in Millersburg, Ohio, in March 2002.
The lease on the office has been recorded as a capital lease, which accounted
for $453,000 of the additions. Management anticipates additional capital
expenditures in the future as the Company launches or acquires new branch
locations and upgrades its information technology infrastructure to provide new
products and services to our customers. However, future branch expansion is
subject to approval by the Bank's regulators and compliance with the terms of
the OCC Agreement discussed below and in the Notes to Consolidated Financial
Statements.

ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS. The increase in accrued interest
receivable is attributed to the large increase in the Company's interest-earning
assets during 2002, detailed above. Average interest-earning assets during the
fourth quarter of 2002 were 83% higher than the same period in 2001.

                                     - 29 -

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

DEPOSITS. As noted earlier, total deposits increased $44.4 million, or 62.9%, to
$114.9 million at December 31, 2002, from $70.5 million at December 31, 2001.
These funds were invested primarily in loans and securities. The growth in
deposits, and in particular core deposits (noninterest-bearing checking,
interest-bearing checking and statement savings accounts), was the result of
what management believes to be competitive pricing on savings accounts and the
new branch office opening in Millersburg. Management also uses a courier service
to attract new deposits from commercial customers.

OTHER BORROWINGS AND TRUST PREFERRED SECURITIES. During the first quarter of
2002, Ohio Legacy Corp created Ohio Legacy Trust I for the sole purpose of
having the Trust issue 8.25% Trust Preferred Securities. The issuance of the
Trust Preferred Securities generated $3.3 million, of which $3.1 million was
contributed to Ohio Legacy Bank as capital and which, as a result, is included
in Ohio Legacy Bank's regulatory capital calculation as Tier 1 capital. In
conjunction with the offering of the Trust Preferred Securities, the Company
borrowed $105,000 to provide initial capital for the Trust. The note matures in
March 2003 and accrues interest equal to the U.S. Prime lending rate.

ACCRUED INTEREST PAYABLE AND OTHER LIABILITIES. In late December 2002, the Bank
committed to the purchase of a U.S. Government agency security that had not
settled at December 31, 2002. As a result, the Company recorded a liability of
$1.0 million, which accounted for the majority of the increase in other
liabilities. Accrued interest payable increased from 2001 due to the growth in
interest-bearing deposits during 2002.

CAPITAL RESOURCES

Total shareholders' equity was $15.0 million at December 31, 2002, compared to
$6.9 million at December 31, 2001. The increase came from the December 2002
offering of 1,000,000 shares of the Company's common stock, which yielded net
proceeds of $7.6 million, and total comprehensive income of $529,000, comprised
of $580,000 in net unrealized gains on securities available for sale, offset by
a net loss from operations of ($51,000).

The Bank's total risk-based capital is made up of Tier 1 capital and Tier 2
capital. Tier 1 capital is total shareholders' equity, less any intangible
assets. Tier 2 capital is Tier 1 capital plus the allowance for loan losses
(includible up to a maximum of 1.25% of risk-weighted assets). The Bank met all
regulatory capital requirements at December 31, 2002 and 2001. The ratio of
total capital to risk-weighted assets was 18.5% at December 31, 2002, while the
Tier 1 risk-based capital and leverage ratios (Tier 1 capital to average assets)
were 17.5% and 11.4%, respectively.

Regulations require a total risk-based capital ratio of 8.0%, at least half of
which must be Tier 1 capital, and a leverage ratio of 4.0%. However, as part of
the supervisory agreement between the Bank and the OCC, the Bank must maintain a
Tier 1 capital level of at least 11% of risk-weighted assets and 8% of average
total assets. Additionally, in accordance with the OCC Agreement, we have
developed a three-year capital program that includes a specific plan for
maintaining capital at the specified levels, identifies sources and types of
additional capital considering growth projections, and contains contingency
plans should primary sources of capital become unavailable. The three-year
capital plan has been submitted to the OCC and we have received no supervisory
objection.

Under the agreement, until the Bank receives notice from the OCC that it has
complied with the OCC-approved strategic and staffing plan and has received no
supervisory objection to its capital plan, the Bank's asset growth cannot exceed
5% per calendar quarter. However, the OCC did not consider the growth in assets
that exceeded 5% during the fourth quarter of 2002 to be a violation of the OCC
Agreement as the increase was primarily the result of the $7.6 million in
proceeds from the December 2002 offering of the Company's common stock.

Additionally, the OCC Agreement prohibits the Board of Directors from declaring
or paying any dividends unless we have notified the OCC and the Bank is in
compliance with certain statutory requirements, its approved capital program,
and the Tier 1 capital levels set forth in the OCC Agreement. As a holding
company without significant assets other than its ownership of the Bank and the
Trust, the Company's ability to pay dividends to shareholders and service debt
requirements is dependent upon the payment of dividends by the Bank to the
holding company. Some of the proceeds of the 2002 offering will be maintained by
Ohio Legacy (the holding company) to service interest payments on the Trust
Preferred Securities and to repay other borrowings.

                                     - 30 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

CONSOLIDATED RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002,
AND DECEMBER 31, 2001

Ohio Legacy Corp has recorded steadily narrowing quarterly losses and, in fact,
recorded a profit for the quarters ended September 30, 2002, and December 31,
2002. The net loss for the year ended December 31, 2002, decreased to ($51,000)
from ($1.1 million) in 2001. The decreased loss was primarily a result of
continued growth in net interest income as Ohio Legacy Bank's interest-earning
asset base has grown, funded by increasing deposits and capital infusion
transactions. Basic and diluted loss per common share for the year ended
December 31, 2002 was ($0.05) as compared to ($1.16) in 2001.

NET INTEREST INCOME. Net interest income increased 164.5% to $2.7 million during
2002 compared to 2001, primarily as a result of the increase in interest earning
assets during the year. Net interest margin (net interest income divided by
average interest-earning assets) improved to 2.61% in 2002 from 2.56% during
2001, and the interest rate spread (the difference between the yield earned on
interest-bearing assets and the cost of funds related to interest-bearing
liabilities) improved to 2.43% in 2002 from 1.75% in 2001. While the increase in
the spread was significant, the impact on the net interest margin was muted by
the fact that the Company's average equity-to-assets ratio declined from 17.2%
during 2001 to 6.2% during 2002.

Although the current interest rate environment is volatile, management believes
that general interest rates will increase in late 2003. With the Bank's
asset/liability portfolios currently being somewhat "asset sensitive," net
interest margin should improve if interest rates increase. The Company also
believes that its net interest margin will increase as a result of the new
capital infusion, and as the Bank is able to increase its loan-to-deposit ratio
somewhat over the next year, thereby replacing securities with higher-yielding
loans.

PROVISION FOR LOAN LOSSES. The Company's provision for loan losses was $452,000
during the year ended December 31, 2002, compared to $350,000 during 2001. With
the guidelines discussed previously (page 28) in "Allowance for loan losses,"
our provision for loan losses can be expected to increase during periods when we
are experiencing loan growth and as risks inherent in the loan portfolio
increase with changes in the portfolio's composition. Additionally, as the
Company's loan portfolio becomes more seasoned, or if economic conditions in our
market areas deteriorate, we anticipate a higher provision for loan losses in
the future.

NONINTEREST INCOME. For the year ended December 31, 2002, noninterest income
increased 143.0%, from $107,000 in 2001 to $261,000. The increase in noninterest
income was attributable to a higher level of service fees, commensurate with the
increase in demand deposit balances during the respective periods. Noninterest
income to average assets was 0.23% during 2002 compared to 0.25% during 2001.

NONINTEREST EXPENSE. Noninterest expense totaled $2.6 million, an increase of
35.7% from $1.9 million during 2001. However, the efficiency ratio (noninterest
expense divided by the sum of net interest income and noninterest income)
improved from 167.5% in 2001 to 86.6% in 2002, and the ratio of noninterest
expense to average assets declined from 4.42% in 2001 to 2.32% in 2002 as the
Company was able to leverage its overhead costs.

The largest nominal increase in noninterest expense was in the salaries and
benefits component as the Company launched its third full-service banking office
in Millersburg, Ohio, in March 2002. Additionally, occupancy and data processing
costs rose in 2002 primarily due to the opening of the Millersburg branch.
Marketing expense declined in 2002 from 2001, but we expect our advertising
costs to increase in the future as the Company launches new products and opens
additional banking offices. Professional fees increased as a result of using
additional resources to assist with compliance with the OCC Agreement.

Management expects noninterest expense to continue to increase in the future
through controlled growth in employees and banking facilities. However, the
ratio of noninterest expense to average assets should continue to decline
somewhat during 2003, as the Company can attain asset growth without a
commensurate increase in noninterest expenses. As a result, the Company's
efficiency ratio should continue to improve.

                                     - 31 -

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

INCOME TAXES. The income tax benefit from the net operating losses during the
years ended December 31, 2002 and 2001, have not been reflected in the
consolidated financial statements. A valuation allowance has been recorded to
offset deferred tax assets. When management believes that it is more likely than
not that the income tax benefit will be used by the Company, the valuation
allowance will be reduced and a tax benefit will be realized. The income tax
benefits from losses can be carried forward for twenty years from the time of
the loss before they expire.

CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES
AND OFF-BALANCE SHEET ARRANGEMENTS

The following table presents, as of December 31, 2002, the Company's significant
fixed and determinable contractual obligations by payment date. The payment
amounts represent those amounts contractually due to the recipient and do not
include any unamortized premiums or discounts, hedge basis adjustments, or other
similar carrying value adjustments. Further discussion of the nature of each
obligation is included in the referenced note to the consolidated financial
statements.

<TABLE>
<CAPTION>
                                   NOTE
(Dollars in thousands)           REFERENCE      2003        2004        2005       2006      2007      THEREAFTER
                                 ---------      ----        ----        ----       ----      ----      ----------
<S>                              <C>          <C>         <C>         <C>         <C>       <C>        <C>
DEPOSITS WITHOUT MATURITY                     $ 52,086    $      -    $      -    $    -    $    -      $      -
CERTIFICATES OF DEPOSIT              6          26,572      34,298       1,666        90        50           129
OTHER BORROWED FUNDS                13             105           -           -         -         -             -
TRUST PREFERRED SECURITIES (1)      13               -           -           -         -         -         3,325
CAPITAL LEASE OBLIGATIONS (2)        5             160         160         160       168       179         1,700
OPERATING LEASES                     5             126         126         129       140       141           721
</TABLE>

(1) The Trust Preferred Securities are callable at par, at the Company's
option, on March 31, 2007.

(2) Includes $1,544 of amounts allocable to interest payments over the remaining
term of the leases.

Note 11 to the consolidated financial statements discusses in greater detail
other commitments and contingencies and the various obligations that exist under
those agreements. Examples of these commitments and contingencies include
commitments to extend credit to borrowers under lines of credit and employment
agreements between the Company and certain of its executive officers.

At December 31, 2002, the Company had no unconsolidated, related special purpose
entities, nor did the Company engage in derivatives and hedging contracts, such
as interest rate swaps, that may expose the Company to liabilities greater than
the amounts recorded on the consolidated balance sheet. Management's policy
prohibits engaging in derivatives contracts for speculative trading purposes;
however, in the future, the Company may pursue certain contracts, such as
interest rate swaps, in its efforts to execute a sound and defensive interest
rate risk management policy.

LIQUIDITY

"Liquidity" refers to our ability to fund loan demand and customers' deposit
withdrawal needs and to meet other needs for cash. The purpose of liquidity
management is to assure sufficient cash flow to meet all of our financial
commitments and to capitalize on opportunities for business expansion in the
context of managing the Bank's interest rate risk exposure. This ability depends
on our financial strength, asset quality and types of deposit and investment
instruments we offer to our customers.

Our principal sources of funds are deposits, loan and security repayments,
maturities of securities, sales of securities available for sale and capital
transactions. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan and security prepayments
are more influenced by interest rates, general economic conditions, and
competition. We maintain investments in liquid assets based upon management's
assessment of our need for funds, our expected deposit flows, yields available
on short-term liquid assets and objectives of our asset/liability management
program.

                                     - 32 -

<PAGE>

                            [OHIO LEGACY CORP LOGO]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)

Cash and cash equivalents increased $7.0 million, or 80.7%, to $15.7 million at
December 31,2002, compared to $8.7 million at December 31,2001. Cash and cash
equivalents represented 11.6% of total assets at December 31,2002, and 11.1% of
total assets at December 31,2001. We have federal funds sources from various
correspondent banks, should we need to supplement our future liquidity needs in
order to meet loan demand or to fund investment opportunities. As we grow and
cash and cash equivalents generated from deposits and capital are used to fund
loans, management anticipates liquidity will further decrease.Accordingly,
management monitors its liquidity position on a regular basis in conjunction
with its asset/liability and interest rate risk management activities. We
believe our current liquidity level, subsequent to the common stock offering in
December 2002, is sufficient to meet anticipated future growth in loans and
deposits and to maintain compliance with regulatory capital ratios and
requirements under the OCC Agreement.

INTEREST RATE SENSITIVITY

At December 31,2002, approximately 62% of the interest-earning assets and 64% of
the interest-bearing liabilities on our balance sheet were scheduled to mature
or re-price in one year or less. At December 31, 2002, we had fixed-rate loans
with maturities greater than five years totaling approximately $16.7 million, or
21% of total loans. Approximately 41% of our interest-bearing liabilities were
variable-rate core deposits. Another 55% of interest-bearing liabilities on our
balance sheet were made up of fixed-rate term deposits, of which $26.6 million,
or 42%, mature in one year or less. Other borrowed funds consist of a short-term
variable-rate note that matures in March 2003. The Trust Preferred Securities
carry a fixed interest rate of 8.25%. The short-term nature of the balance sheet
is a result of our significant increase in deposits and the recent capital
transactions and the resulting investment of those deposits and proceeds in
short-term funds. Management's strategy is to keep funds available for
anticipated loan demand. We have retained an independent party to provide a
quarterly assessment of our interest rate sensitivity.We use this information to
assist in managing the balance sheet to reduce the impact of changes in interest
rates on earnings and equity. We believe that we were moderately "asset
sensitive" over a twelve-month horizon as of December 31, 2002 (i.e., our net
interest income should increase in a rising interest rate environment).
However, there can be no assurance that our net interest income will expand in
such a rate environment, as a result of the changing composition of our assets
and liabilities, changing prepayment experience and other factors.

IMPACT OF INFLATION AND CHANGING PRICES

The majority of our assets and liabilities are monetary in nature; therefore, we
differ greatly from most commercial and industrial companies that have
significant investments in fixed assets or inventories. However, inflation does
have an important impact on the growth of total assets in the banking industry
and the resulting need to increase equity capital at higher than normal rates in
order to maintain an appropriate equity-to-assets ratio. Inflation significantly
affects non-interest expense, which tends to rise during periods of general
inflation.

Deflation, or a decrease in overall prices from one period to the next, could
have a negative impact on the Company's operations and financial condition.
Deflationary periods impute a higher borrowing cost to debtors as the purchasing
power of a dollar increases with time. This may decrease the demand for loan
products offered by the Bank.

Management believes the most significant impact on financial results is our
ability to react to changes in interest rates. Management seeks to maintain a
fairly balanced position between interest rate sensitive assets and liabilities
and to actively manage the balance sheet in order to protect against the effects
of wide interest rate fluctuations on net income and shareholders' equity.

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SHAREHOLDER INFORMATION

CORPORATION AND BANK LOCATIONS

Corporate and Wooster Office
305 West Liberty Street                   Telephone:  330-263-1955
Wooster, Ohio 44691                       Fax:        330-263-0063

Canton Office
4026 Dressler Road N.W.                   Telephone:  330-478-1000
North Canton, Ohio 44718                  Fax:        330-477-3745

Millersburg Office
225 North Clay Street                     Telephone:  330-674-5301
Millersburg, Ohio 44654                   Fax:        330-674-5088

DIRECTORS OF OHIO LEGACY CORP AND OHIO LEGACY BANK

D.William Allen                           Gregory A.Long
Vice President of Sales, Bocko, Inc.      President, Long, Cook &
President, SPC Realty Company,            Samsa, Inc.CPA's,
Canton, Ohio                              Wooster, Ohio

William T.Baker                           Benjamin M.Mast
President, Multi Products Co.,            President, B-L Transport, Inc.,
Millersburg, Ohio                         Millersburg, Ohio

Robert F.Belden                           Thomas W.Schervish
President, Belden Brick Company,          President and Owner, Stark
Canton, Ohio                              Management Company,
                                          Canton, Ohio

L.Dwight Douce, Chairman                  Steven G.Pettit
President and Chief Executive Officer,    Senior Loan Officer and President,
Ohio Legacy Corp and Ohio Legacy Bank,    Stark County Division, Ohio
Wooster, Ohio                             Legacy Bank
                                          Canton, Ohio

Scott J.Fitzpatrick                       Daniel H.Plumly
Partner, Fitzpatrick Enterprises,         Member, Critchfield, Critchfield
Canton, Ohio                              & Johnston, Ltd.,
                                          Wooster, Ohio

Randy G.Jones                             Michael D.Meenan
President and Owner,                      President and Owner,
R & L Jones Trucking, Inc.,               Riverview Industrial Wood
Millersburg, Ohio                         Products, Inc.,
                                          Wooster, Ohio
J.Edward Diamond
Private Investor,
Canton, Ohio

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                            [OHIO LEGACY CORP LOGO]

SHAREHOLDER INFORMATION

OFFICERS OF OHIO LEGACY CORP AND THE BANK

L.Dwight Douce, President and Chief Executive Officer
Daniel H.Plumly, Corporate Secretary
Steven G.Pettit, Senior Loan Officer, President of Stark County Region
Robert E.Boss, Senior Vice President, Commercial Lending, President of
Holmes County Region

CORPORATE COUNSEL              INDEPENDENT AUDITORS       SPECIAL COUNSEL

Critchfield, Critchfield       Crowe, Chizek and           Squire, Sanders
& Johnston LTD                 Company LLP                & Dempsey LLP
225 N.Market Street            One Columbus               4900 Key Tower
Wooster, Ohio 44691            10 West Broad Street       127 Public Square
                               Columbus, Ohio 43215       Cleveland, Ohio 44114

ANNUAL MEETING

The Annual Meeting of Shareholders will be held 10:00 a.m., on April 24,2003, at
the Holmes County Banking Center, 225 North Clay Street, Millersburg, Ohio.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Ohio Legacy Corp's common stock is publicly traded on the NASDAQ SmallCap Market
under the ticker symbol OLCB. At February 28, 2003, there were 2,115,700 common
shares of the Company issued and outstanding and there were 298 holders of
record.Between December 24, 2002 (the date the Company' s stock was listed on
NASDAQ), and December 31,2002, the highest closing value of the Company stock
was $8.70 and the lowest closing value was $8.55. The initial price of the
Company's stock upon listing on NASDAQ was $8.50 per share.

Prior to being listed on NASDAQ, there was a lack of an established market for
the Company's stock. As a result, management does not have knowledge of all
transactions or prices paid. All transactions that management is aware of
resulted in a price of $10.00 per share.

No cash dividends were paid during 2002 or 2001. The Company' s ability to pay
dividends depends primarily on the ability of Ohio Legacy Bank to pay dividends
to Ohio Legacy Corp.See Note 10 in the Notes to Consolidated Financial
Statements for a discussion of the restrictions on the ability of Ohio Legacy
Bank to pay dividends.

SHAREHOLDER AND GENERAL INQUIRES                    TRANSFER AGENT

L.Dwight Douce, President and                 Illinois Stock Transfer Company
Chief Executive Officer                       209 West Jackson Boulevard
Ohio Legacy Corp                              Suite 903
305 West Liberty Street                       Chicago, Illinois 60606
Wooster, Ohio 44691                           (312) 427-2953
(330) 263-1955

ANNUAL REPORT ON FORM 10-KSB

A copy of Ohio Legacy Corp's Annual Report on Form 10-KSB for the year ended
December 31, 2002, as filed with the Securities and Exchange Commission, may be
obtained without charge by submitting a written request to Eric S. Nadeau, Vice
President, Ohio Legacy Bank, 305 West Liberty Street, Wooster, Ohio 44691.

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                             [OHIO LEGACY BANK LOGO]

                            OHIO LEGACY BANK OFFERS:

PERSONAL BANKING PRODUCTS           BUSINESS BANKING PRODUCTS

  Checking Accounts                    Checking Accounts
  Saving Accounts                        Saving Accounts
Certificates of Deposit               Certificates of Deposit
Individual Retirement Accounts          Commercial Loans
   Check+Debit Card                 Revolving Lines of Credit
   Visa/Mastercard                      Letters of Credit
Overdraft Protection                      Term Loans
    ATM Services                      Corporate Credit Cards
24-Hour AnyTime Line               & Merchant Credit Card Services
   Direct Deposit                      Daily Courier Services
Combined Statements                        Group Banking
                                           Direct Deposit

                                LOCATIONS:

       WOOSTER                      CANTON                  MILLERSBURG
       -------                      ------                  -----------
 305 West Liberty St.        4026 Dressler Rd. NW         225 N. Clay St.
Wooster, Ohio 44691         Canton, Ohio 44718        Millersburg, Ohio 44654
   330-263-1955                  330-478-1000             330-674-5301

[EQUAL HOUSING LENDER LOGO]    24-HOUR ANYTIME LINE           MEMBER
                                  877-965-1113                 FDIC

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                                   EXHIBIT 13

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