##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period
from  to
 Commission file number 000-31673
 OHIO LEGACY CORP
  OHIO
    
    34-1903890(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)305 West Liberty Street, Wooster
    
    44691(Address of principal executive offices)
    
    (Zip Code)
 (330) 263-1955
  Title of each class:
    
    Name of each exchange on which registered:Common Shares, without par value
    
    NASDAQ SmallCap
  
  þ o
 o
 o þ
   
 o þ




---



##### 



TABLE OF CONTENTS
 PART IItem 1. Description of BusinessItem 2. Description of PropertyItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity SecuritiesItem 6. Managements Discussion and AnalysisItem 7. Financial StatementsItem 8. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 8A. Controls and ProceduresItem 8B. Other InformationPART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange ActItem 10. Executive CompensationItem 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Certain Relationships and Related Transactions and Director IndependenceItem 13. ExhibitsItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-13 ANNUAL REPORTEX-14 CODE OF ETHICSEX-20 PROXY STATEMENTEX-21 SUBSIDIARY OF OHIO LEGACY CORPEX-23 CONSENT OF CROWE, CHIZEK, AND COMPANY LLCEX-31.1 302 CERTIFICATION FOR CEO, CFO, AND PRESIDENTEX-32.1 906 CERTIFICATION FOR CEO, CFO AND PRESIDENT
 2




---



##### 



PART I
 Item 1. Description of Business.
 Background
   Products and Services
  Commercial and Construction Lending Products
     3




---



##### 



Retail Lending Products
    Deposit Products
  Employees
  Competition
  4




---



##### 



Wall Street Journal
 Supervision and Regulation
  Regulation of Ohio Legacy
 Bank Holding Company Act.
  Sarbanes-Oxley Act of 2002.
 Gramm-Leach-Bliley Act.
  5




---



##### 



Capital Guidelines.
 Regulation of the Bank
   Dividend Restrictions.
 Interstate Banking and Branching.
 FDIC.
 6




---



##### 



Community Reinvestment Act.
 USA PATRIOT Act.
 Effects of Government Monetary Policy
  Future Regulatory Uncertainty
  Forward-Looking Statements.
 
    
    anticipated changes in industry conditions created by state and federal
legislation and regulations;
 7




---



##### 




    
    anticipated changes in general interest rates and the impact
of future interest rate changes on our profitability, capital adequacy and the
fair value of our financial assets and liabilities;
    
    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; and,
    
    statements regarding our anticipated loan and deposit account
growth, expense levels, liquidity and capital resources and projections of
earnings.
  
    
    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.
 Statistical Disclosures
  8




---



##### 



Industry Guide 3  Item I. Distribution of Assets, Liabilities and Stockholders
Equity; Interest Rates and Interest Differential
   Year ended December 31,2006
    
    
    2005Average
    
    
    Interest
    
    
    
    
    
    
    Average
    
    
    Interestoutstanding
    
    
    earned/
    
    
    Yield/
    
    
    outstanding
    
    
    earned/
    
    
    Yield/(Dollars in thousands)
    
    Balance
    
    
    paid
    
    
    Rate
    
    
    balance
    
    
    paid
    
    
    RateAssetsInterest-earning assets:Interest-bearing deposits and federal funds sold
    
    $
    4,578
    
    
    $
    231
    
    
    
    5.05
    %
    
    $
    5,581
    
    
    $
    157
    
    
    
    2.82
    %Securities available for sale
    
    
    30,558
    
    
    
    1,192
    
    
    
    3.90
    
    
    
    38,336
    
    
    
    1,426
    
    
    
    3.72Securities held to maturity (1)
    
    
    993
    
    
    
    53
    
    
    
    5.34
    
    
    
    734
    
    
    
    39
    
    
    
    5.29Federal Reserve Bank stock
    
    
    1,505
    
    
    
    89
    
    
    
    5.91
    
    
    
    1,432
    
    
    
    77
    
    
    
    5.40Loans (2)
    
    
    170,114
    
    
    
    12,030
    
    
    
    7.07
    
    
    
    146,242
    
    
    
    9,669
    
    
    
    6.61Total interest-earning assets
    
    
    207,748
    
    
    
    13,595
    
    
    
    6.54
    
    
    
    192,325
    
    
    
    11,368
    
    
    
    5.91Noninterest-earning assets
    
    
    11,167
    
    
    
    
    
    
    
    
    
    
    
    9,140Total assets
    
    $
    218,915
    
    
    
    
    
    
    
    
    
    
    $
    201,465Liabilities and Shareholders EquityInterest-bearing liabilities:Interest-bearing demand deposits
    
    $
    9,005
    
    
    
    67
    
    
    
    0.74
    
    
    $
    10,497
    
    
    
    81
    
    
    
    0.78Savings accounts
    
    
    11,637
    
    
    
    96
    
    
    
    0.82
    
    
    
    19,856
    
    
    
    197
    
    
    
    0.99Money market accounts
    
    
    32,828
    
    
    
    1,116
    
    
    
    3.40
    
    
    
    26,254
    
    
    
    679
    
    
    
    2.59Certificates of deposit
    
    
    100,369
    
    
    
    4,171
    
    
    
    4.16
    
    
    
    91,617
    
    
    
    2,848
    
    
    
    3.11Total interest-bearing deposits
    
    
    153,839
    
    
    
    5,450
    
    
    
    3.54
    
    
    
    148,244
    
    
    
    3,805
    
    
    
    2.57Other borrowings
    
    
    31,015
    
    
    
    1,543
    
    
    
    4.98
    
    
    
    21,905
    
    
    
    935
    
    
    
    4.27Total interest-bearing liabilities
    
    
    184,854
    
    
    
    6,993
    
    
    
    3.78
    
    
    
    170,129
    
    
    
    4,740
    
    
    
    2.79Noninterest-bearing demand deposits
    
    
    15,158
    
    
    
    
    
    
    
    
    
    
    
    12,893Noninterest-bearing liabilities
    
    
    1,026
    
    
    
    
    
    
    
    
    
    
    
    758Total liabilities
    
    
    201,038
    
    
    
    
    
    
    
    
    
    
    
    183,780Shareholders equity
    
    
    17,877
    
    
    
    
    
    
    
    
    
    
    
    17,685Total liabilities and shareholders equity
    
    $
    218,915
    
    
    
    
    
    
    
    
    
    
    $
    201,465Net interest income; interest-rate spread (3)
    
    
    
    
    
    $
    6,584
    
    
    
    2.76
    %
    
    
    
    
    
    $
    6,628
    
    
    
    3.12
    %Net earning assets
    
    $
    22,894
    
    
    
    
    
    
    
    
    
    
    $
    22,196Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.17
    %
    
    
    
    
    
    
    
    
    
    
    3.45
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    1.12
    x
    
    
    
    
    
    
    
    
    
    
    1.13
    x
 
 (1)
    
    Yield calculated on a taxable-equivalent basis.(2)
    
    Average loans are net of net deferred loan fees and costs and loans in
process. Nonaccrual loans are included in noninterest-earning assets. Fee
income is included in interest earned.(3)
    
    Interest rate spread represents the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income divided by average interest-earning assets. 9




---



##### 



Year ended December 31,2006 vs. 2005
    
    
    2005 vs. 2004Increase (Decrease) due to
    
    
    Increase (Decrease) due to(Dollars in thousands)
    
    Volume
    
    
    Rate
    
    
    Total
    
    
    Volume
    
    
    Rate
    
    
    TotalChange in interest income attributable to:Interest-bearing deposits and federal funds sold
    
    $
    (32
    )
    
    $
    106
    
    
    $
    74
    
    
    $
    (21
    )
    
    $
    77
    
    
    $
    56Securities available for sale
    
    
    (301
    )
    
    
    67
    
    
    
    (234
    )
    
    
    104
    
    
    
    
    
    
    
    104Securities held to maturity
    
    
    11
    
    
    
    (15
    )
    
    
    (4
    )
    
    
    33
    
    
    
    
    
    
    
    33Federal agency stock
    
    
    4
    
    
    
    8
    
    
    
    12
    
    
    
    10
    
    
    
    5
    
    
    
    15Loans
    
    
    1,655
    
    
    
    706
    
    
    
    2,361
    
    
    
    1,392
    
    
    
    295
    
    
    
    1,687Total assets
    
    $
    1,337
    
    
    $
    872
    
    
    $
    2,209
    
    
    $
    1,518
    
    
    $
    377
    
    
    $
    1,895Change in interest expense attributable to:Interest-bearing demand deposits
    
    $
    (11
    )
    
    
    (3
    )
    
    $
    (14
    )
    
    $
    (5
    )
    
    
    (6
    )
    
    $
    (11
    )Savings accounts
    
    
    (72
    )
    
    
    (29
    )
    
    
    (101
    )
    
    
    (147
    )
    
    
    (13
    )
    
    
    (160
    )Money market accounts
    
    
    194
    
    
    
    243
    
    
    
    437
    
    
    
    523
    
    
    
    87
    
    
    
    610Certificates of deposit
    
    
    292
    
    
    
    1,031
    
    
    
    1,323
    
    
    
    498
    
    
    
    41
    
    
    
    539Other borrowings
    
    
    435
    
    
    
    173
    
    
    
    608
    
    
    
    (74
    )
    
    
    136
    
    
    
    62Total interest-bearing liabilities
    
    $
    838
    
    
    $
    1,415
    
    
    $
    2,253
    
    
    $
    795
    
    
    $
    245
    
    
    $
    1,040Change in net interest income
    
    
    
    
    
    
    
    
    
    $
    (44
    )
    
    
    
    
    
    
    
    
    
    $
    855
 Industry Guide 3  Item II. Investment Portfolio
 A.
    
    This information is contained in the Annual Report, which is filed as Exhibit 13, under
Note 2 to the Consolidated Financial Statements on page 12 and is incorporated in this document by
reference.B.
    
    Equity securities consist of Federal Home Loan Bank and Federal Reserve
Bank stock that bears no stated maturity or yield and is not included in
this analysis.
 Maturities of Investment Securities (Dollars in thousands)
 Due in one
    
    
    Due after one
    
    
    Due after five
    
    
    Afteryear or less
    
    
    through five years
    
    
    through ten years
    
    
    ten yearsWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageAmount
    
    
    Yields
    
    
    Amount
    
    
    Yields
    
    
    Amount
    
    
    Yields
    
    
    Amount
    
    
    YieldsU.S.
Government sponsored agencies
    
    $
    
    
    
    
    
    
    
    $
    6,299
    
    
    
    3.35
    %
    
    $
    988
    
    
    
    5.00
    %
    
    $
    
    
    
    
    Mortgage-backed
    
    
    
    
    
    
    
    
    
    
    613
    
    
    
    3.84
    
    
    
    3,583
    
    
    
    3.87
    
    
    
    15,462
    
    
    
    4.28
    %Municipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    829
    
    
    
    5.16
    (1)
    
    
    1,373
    
    
    
    5.98
    (1)$
    
    
    
    
    
    
    
    $
    6,912
    
    
    
    3.39
    %
    
    $
    5,399
    
    
    
    4.28
    %
    
    $
    16,835
    
    
    
    4.42
    %
 
 Actual maturities may differ from contractual maturities because
issuers may have the right to call or prepay obligations.(1)
    
    Fully tax-equivalent based on federal income tax structure applicable at
December 31, 2006. 10




---



##### 



C.
    
    Excluding holdings of U.S. Government-sponsored enterprises, there were no
investments in securities of any one issuer exceeding 10% of the Companys
consolidated shareholders equity at December 31, 2006.
 Industry Guide 3  Item III. Loan Portfolio
 A.
    
    Types of LoansThis information is contained in the Annual Report, which is filed as Exhibit 13 under
Note 3 to the Consolidated Financial Statements on page 14 and is incorporated in this
document by reference.B.
    
    Maturities and Sensitivities of Loans to Changes in Interest RatesThe following is a schedule of maturities of loans based on contractual terms and
assuming no amortization or prepayments, excluding residential real estate and
consumer loans, as of December 31, 2006:
 MaturingAfter oneOne year
    
    
    through
    
    
    After five(Dollars in thousands)
    
    or less
    
    
    five years
    
    
    years
    
    
    TotalFixed rate:Commercial
    
    $
    
    
    
    $
    3,232
    
    
    $
    1,160
    
    
    $
    4,392Commercial real estate
    
    
    
    
    
    
    1,393
    
    
    
    112
    
    
    
    1,505Real estate construction
    
    
    
    
    
    
    1,034
    
    
    
    30
    
    
    
    1,064Total fixed rate
    
    $
    
    
    
    $
    5,659
    
    
    $
    1,302
    
    
    $
    6,961Variable rate:Commercial
    
    $
    885
    
    
    $
    12,571
    
    
    $
    676
    
    
    $
    14,132Commercial real estate
    
    
    
    
    
    
    62,900
    
    
    
    823
    
    
    
    63,723Multifamily residential real estate
    
    
    
    
    
    
    9,453
    
    
    
    
    
    
    
    9,453Real estate construction
    
    
    449
    
    
    
    8,722
    
    
    
    
    
    
    
    9,171Total variable rate
    
    $
    1,334
    
    
    $
    93,646
    
    
    $
    1,499
    
    
    $
    96,479
 C.
    
    Risk Elements
 1.
    
    Nonaccrual, Past Due and Restructured Loans  This information is
contained in the Annual Report, which is filed as Exhibit 13, under Note 3 to the
Consolidated Financial Statements on page 15 and is incorporated in this document
by reference.The policy for placing loans on nonaccrual status is to cease accruing interest on
loans when management believes that collection of interest is doubtful or when
loans are past due as to principal and interest 90 days or more, except that in
certain circumstances interest accruals are continued on loans deemed by
management to be fully collectible. In such cases, loans are evaluated
individually in order to determine whether to continue income recognition after 90
days beyond the due dates. When loans are placed on nonaccrual, any accrued
interest that will not be collected is charged against interest income.When analysis of a borrowers operating results and financial condition indicates
the borrowers underlying cash flows are not adequate to meet debt service
requirements, the loan is evaluated for impairment. Smaller-balance homogeneous
loans are evaluated for impairment in total. These loans include residential
first mortgage and construction loans secured by one- to four-family residences,
consumer, credit card and home equity loans. Commercial, agricultural and
 11




---



##### 



commercial real estate loans are evaluated individually for impairment. In
addition, loans held for sale and leases are excluded from consideration of
impairment.Loans individually considered impaired are carried at (a) the present value of
expected cash flows, discounted at the loans effective interest rate, or (b) at
fair value of collateral, if the loan is collateral dependent. A portion of the
allowance for loan losses is allocated to impaired loans. Impaired loans, or
portions thereof, are charged off when deemed uncollectible.2.
    
    Potential Problem Loans  At December 31, 2006, no loans were identified that
management had serious doubts about the borrowers ability to comply with present
loan repayment terms and that are not included above in Industry Guide 3  Item
III.C.1.3.
    
    Foreign Outstandings  There were no foreign loans outstanding
during any period presented.4.
    
    Loan Concentrations  At December 31, 2006, approximately
$16,316,000 of loans were made to individuals or companies involved in the rental
of residential real estate. This concentration accounts for 10.2% of total loans
at that date. Loans to individuals or companies involved in the leasing of
commercial real estate total $14,381,000 or 9.1% of total loans at December 31,
2006.
 D.
    
    Other Interest-bearing Assets  At December 31, 2006, there were no other
interest-bearing assets required to be disclosed under Industry Guide 3  Item
III.C.1. or 2 if such assets were loans.
 Industry Guide 3  Item IV. Summary of Loan Loss Experience
 A.
    
    Analysis of the Allowance for Loan LossesActivity in the allowance for loan losses for the year ended December 31 was as
follows:
 2006
    
    
    2005Balance, January 1
    
    $
    1,589,407
    
    
    $
    1,263,655Provision for loan losses
    
    
    467,000
    
    
    
    523,046Loans charged-off:Residential real estate
    
    
    (297,938
    )
    
    
    (45,176
    )Commercial
    
    
    (3,267
    )
    
    
    (92,695
    )Consumer and home equity
    
    
    (9,981
    )
    
    
    (65,787
    )Total loans charged-off
    
    
    (311,186
    )
    
    
    (203,658
    )Recoveries, residential real estate
    
    
    4,560
    
    
    
    Recoveries, consumer and home equity
    
    
    7,329
    
    
    
    6,364Balance, December 31
    
    $
    1,757,110
    
    
    $
    1,589,407Balance as a percentage of total loans
    
    
    .98
    %
    
    
    0.99
    %
 The allowance for loan losses balance and provision charged to operating expense are
determined by management based on periodic reviews of the loan portfolio, economic
conditions and various other circumstances that are subject to change over time. In
making this judgment, management reviews selected large loans as well as loans
individually considered impaired, other delinquent, nonaccrual and problem loans and
loans to industries experiencing economic difficulties. The collectibility of these
loans is evaluated after considering current operating results and financial position
of the borrower, estimated market value of collateral, guarantees and the Companys
collateral position versus other creditors. Judgments, which are necessarily
subjective, as to probability of loss and amount of such loss are formed on these
loans, as well as other loans taken together.
 12




---



##### 



B.
    
    Allocation of the Allowance for Loan LossesWhile managements periodic analysis of the adequacy of the allowance for loan losses
may allocate portions of the allowance to specific problem loan situations, the entire
allowance is available for any loan charge-offs that occur. The following schedule is
a breakdown of the allowance for loan losses allocated by type of loan and related
ratios at December 31:
 2006
    
    
    2005Percentage of
    
    
    
    
    
    
    Percentage ofLoans in Each
    
    
    
    
    
    
    Loans in EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total LoansCommercial
    
    $
    185,000
    
    
    
    10.4
    %
    
    $
    178,000
    
    
    
    8.0
    %Commercial real estate
    
    
    962,110
    
    
    
    36.4
    
    
    
    846,000
    
    
    
    34.1Multifamily residential
real estate
    
    
    100,000
    
    
    
    5.3
    
    
    
    99,000
    
    
    
    6.2Residential real estate
    
    
    370,000
    
    
    
    36.5
    
    
    
    320,000
    
    
    
    37.1Construction
    
    
    35,000
    
    
    
    5.7
    
    
    
    29,000
    
    
    
    7.3Consumer and home
equity
    
    
    105,000
    
    
    
    5.7
    
    
    
    117,000
    
    
    
    7.3Total
    
    $
    1,757,110
    
    
    
    100.0
    %
    
    $
    1,589,000
    
    
    
    100.0
    %
 Industry Guide 3  Item V. Deposits
 A.
    
    Average Amount and Average Rate Paid On Deposits. This information is
contained in the Annual Report, which is filed as Exhibit 13, under Note 6 to the
Consolidated Financial Statements on page 18 and is incorporated in this document by
reference.B.
    
    Other categories  not applicable.C.
    
    Foreign deposits  not applicable.D.
    
    The following is a schedule of maturities of certificates of deposit in
amounts of $100,000 or more as of December 31, 2006:
 Three months or less
    
    $
    13,216,084Over three through six months
    
    
    9,344,418Over six through twelve months
    
    
    11,152,830Over twelve months
    
    
    11,845,029Total
    
    $
    45,558,361
 E.
    
    Time deposits greater than $100,000 issued by foreign offices
 not
applicable.
 Industry Guide 3  Item VI. Return on Equity and Assets
 This information is contained in the Annual Report, which is filed as Exhibit
13, under the caption Comparative Summary of Selected Financial Data on page 29 and
is incorporated in this document by reference.
 13




---



##### 



Industry Guide 3  Item VII. Short-Term Borrowings
 During 2006 the Company entered into repurchase agreements and short-term FHLB advances.
This information is contained in the Annual Report, which is filed as Exhibit 13 under
Note 7 and Note 8 to the Consolidated Financial Statements on pages 18 and 19 and is
incorporated in this document by reference.
 Item 2. Description of Property.
  
   Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders.
  PART II
 Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities
  2006
    
    2005HIGH
    
    LOW
    
    HIGH
    
    LOWFirst Quarter
    
    $
    10.75
    
    
    $
    9.67
    
    
    $
    14.98
    
    
    $
    12.75Second Quarter
    
    
    9.80
    
    
    
    9.10
    
    
    
    12.99
    
    
    
    10.24Third Quarter
    
    
    9.47
    
    
    
    8.80
    
    
    
    10.74
    
    
    
    9.24Fourth Quarter
    
    
    9.35
    
    
    
    8.50
    
    
    
    9.95
    
    
    
    9.05
 14




---



##### 



Item 6. Managements Discussion and Analysis.
  Item 7. Financial Statements.
  Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  Item 8A. Controls and Procedures.
   Item 8B. Other Information.
  PART III
 Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a)
of the Exchange Act.
  15




---



##### 



Item 10. Executive Compensation.
  Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  16




---



##### 



Equity Compensation Plan Table
  Number of securitiesremaining availablefor future issuanceNumber of securities to
    
    Weighted-average
    
    under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options
    
    outstanding
    
    (excluding securitiesand warrants
    
    options and warrants
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation 
plans approved by 
security holders
    
    435,375(1)
    
    $10.41
    
    
    112,625Equity compensation 
plans not approved 
by security holders
    
    N/A
    
    N/A
    
    
    N/A
 
 (1)
    
    Includes 150,000 warrants granted to directors and officers of the Company. Item 12. Certain Relationships and Related Transactions.
  17




---



##### 



Item 13. Exhibits
 ExhibitNumber
    
    Note
    
    Description of Document3.1
    
    
    (1
    )
    
    Second Amended and Restated Articles of Incorporation of Ohio Legacy Corp3.2
    
    
    (2
    )
    
    Code of Regulations of Ohio Legacy Corp, as amended by Amendment No. 14.1
    
    
    (3
    )
    
    See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the holders of common shares4.2
    
    
    (3
    )
    
    Form of Organizer Stock Purchase Warrant4.4
    
    
    (2
    )
    
    2004 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp10.1
    
    
    (3
    )
    
    Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan10.2
    
    
    (4
    )
    
    2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp10.4
    
    
    (3
    )
    
    Employment Agreement with Mr. Pettit10.5
    
    
    (3
    )
    
    Lease Agreement dated August 24, 1999, by and among Jack K. and Heidi M. Gant and Ohio Legacy Corp10.6
    
    
    (3
    )
    
    Lease Agreement dated November 30, 1999, by and between Schoeppner Properties and Ohio Legacy Corp10.7
    
    
    (5
    )
    
    Employment Agreement with Mr. Boss10.8
    
    
    (5
    )
    
    Lease Agreement dated October 2001 by and between Shee-Brees, L.L.C. and Ohio Legacy Corp10.10
    
    
    (6
    )
    
    Assignment and assumption of lease by and among Unizan Bank, Ohio Legacy Bank and Chesterland
Productions, P.L.L. dated August 27, 200410.11
    
    
    (7
    )
    
    Employment Agreement with Mr. Kramer10.12
    
    
    (8
    )
    
    Employment Agreement with Mr. Douce, effective January 1, 200611
    
    
    
    
    
    Statement Regarding Computation of Per Share Earnings (incorporated by
reference to page 9 of the 2006 Annual Report to Shareholders filed as Exhibit 13 to
this Form 10-KSB)13
    
    
    
    
    
    2006 Annual Report to Shareholders14
    
    
    
    
    
    Code of Ethics20
    
    
    
    
    
    Proxy Statement for the 2007 Annual Meeting of Shareholders21
    
    
    
    
    
    Subsidiary of Ohio Legacy Corp23
    
    
    
    
    
    Consent of Crowe Chizek and Company LLC31.1
    
    
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and
acting Chief Financial Officer32.1
    
    
    
    
    
    Certification Pursuant To 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    - Incorporated by reference to Registrants Form 10-QSB for the fiscal quarter ended June 30, 2003, filed on August 14, 2003(2)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2003, filed on March 17, 2004(3)
    
    - Incorporated by reference to Registrants Form SB-2, File No. 333-38328, effective June 1, 2000(4)
    
    - Incorporated by reference to Registrants Form S-8, File No. 333-88842, effective May 22, 2002(5)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2001, filed on April 1, 2002(6)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2004, filed on March 22, 2005(7)
    
    - Incorporated by reference to Registrants Form 8-K filed on May 26, 2005(8)
    
    - Incorporated by reference to Registrants Form 8-K filed on August 4, 2005 Item 14. Principal Accountant Fees and Services.
  18




---



##### 



SIGNATURES
  OHIO
LEGACY CORP
 By:
    
    /s/ D. Michael Kramer
D. Michael KramerPresident and Chief Executive Officer and acting Chief Financial Officer
  By:
    
    /s/ D. Michael Kramer

D. Michael Kramer
President and Chief Executive Officer and acting Chief
Financial Officer and acting
Principal Accounting OfficerDate: March 30, 2007
 By:
    
    /s/ D. William Allen

D. William Allen, DirectorDate: March 30, 2007By:
    
    /s/ Robert F. Belden

Robert F. Belden, DirectorDate: March 30, 2007By:
    
    /s/ Scott J.Fitzpatrick

Scott J. Fitzpatrick, DirectorDate: March 30, 2007By:
    
    /s/ Gregory A. Long

Gregory A. Long, DirectorDate: March 30, 2007By:
    
    /s/Daniel H. Plumly

Daniel H. Plumly, Director 
and SecretaryDate: March 30, 2007By:
    
    /s/ Melvin J. Yoder

Melvin J. Yoder, DirectorDate: March 30, 2007By:
    
    /s/ J. Edward Diamond

J. Edward Diamond, DirectorDate: March 30, 2007