STOCK
OPTION AND WARRANT


CANCELLATION AND SURRENDER
AGREEMENT








THIS STOCK OPTION AND WARRANT
CANCELLATION AND SURRENDER AGREEMENT (this “Agreement”)
is made to be effective as of the 19th day of February, 2010, by and between
Ohio Legacy Corp., an Ohio corporation (“OLC”), and
_______________, an individual resident of the State of __________ (the “Optionee”).





WITNESSETH:





WHEREAS, the Optionee is the
holder of an outstanding option to purchase __________ OLC common shares, no par
value per share (the “Option”)
and warrants to purchase __________ shares of common stock, no par value per
share (the “Warrants”)
(the Option and the Warrants collectively referred to as “Rights”);




WHEREAS, the Option was
granted in accordance with the Ohio Legacy Corp. Omnibus Stock Option, Stock
Ownership and Long Term Incentive Plan (the “Plan”);




WHEREAS, OLC is in the process
of completing a Change in Control Transaction, as defined in the Plan (the
“Transaction”);




WHEREAS,pursuant to Section
3.6 of the Plan (in the case of Employee options) and Section 5.6 (in the case
of Director options), the Rights, if not fully exercised prior to the
consummation of the Transaction, will terminate unless the Rights are assumed in
writing by the successor in the Transaction or the successor has agreed in
writing to grant substitute options of the successor;




WHEREAS, the successor in the
Transaction has not agreed in writing to assume the Rights or substitute any
Rights therefore; and




WHEREAS, unless the Optionee
exercises all of the Rights prior to the consummation of the Transaction, such
Rights will terminate at of the consummation of the Transaction;




WHEREAS,
the Optionee does not intend to exercise the Rights prior to consummation of the
Transaction;




NOW, THEREFORE, OLC and the
Optionee hereby agree as follows:




1.           The
Optionee acknowledges that (i) the Rights will be terminated as of the effective
time of the Transaction unless exercised in full prior to such time, and (ii)
the Optionee does not intend to exercise such Rights.




2.           The
Rights are hereby cancelled and extinguished and are hereafter of no further
force or effect, as a result of which the Optionee has no rights related
thereto.







3.           The
Optionee hereby releases any and all rights or claims that the Optionee may have
against OLC, its directors, officers, affiliates, representatives, agents and
successors arising in any way under the Plan or in any way related to the
Rights.




4.           If
for any reason the Transaction is not completed, this Agreement shall be null
and void and of no force or effect.




5.           This
Agreement shall be governed in all respects by the laws of the State of
Ohio.  This Agreement may be executed in multiple counterparts and by
facsimile or electronic transmission, each of which shall be an original and all
of which together shall constitute one and the same Agreement.









[Remainder
of Page Intentionally Blank; Signatures Follow]




2









IN WITNESS WHEREOF, the
undersigned have executed this Stock Option and Warrant Cancellation Agreement
to be effective as of date first above written.






OPTIONEE
                                    
                                    
                                    OHIO
      LEGACY CORP.By:D.
      Michael Kramer, President and CEO


3