##### 



UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment
No.               )


Filed by the
Registrant þ


Filed by a Party other than the
Registrant o


Check the appropriate box:


|                                                                                           |  | 
|------------------------------------------------------------------------------------------ |  | 
|o  Preliminary
    Proxy Statement                                                         |  | 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|o  Confidential,
    for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
|þDefinitive
    Proxy Statement                                                           
|o  Definitive
    Additional Materials                                                    
|o  Soliciting
    Material Pursuant to §240.14a-12                                        

OHIO LEGACY CORP




(Name of Registrant as Specified In Its Charter)







(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)


Payment of Filing Fee (Check the appropriate box):



|  |                                                                             
|- | ----------------------------------------------------------------------------
|þ | No fee required.                                                            
| 
|o | Fee computed on table below per Exchange Act
    Rules 14a-6(i)(1) and 0-11.



|    |                                                                    
|--- | -------------------------------------------------------------------
|(1) | Title of each class of securities to which
    transaction applies:



---



|    |                                                                 
|--- | ----------------------------------------------------------------
|(2) | Aggregate number of securities to which
    transaction applies:



---



|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Per unit price or other underlying value of
    transaction computed pursuant to Exchange Act Rule 0-11
    (set forth the amount on which the filing fee is calculated and
    state how it was determined):



---



|    |                                                 
|--- | ------------------------------------------------
|(4) | Proposed maximum aggregate value of transaction:



---



|    |                
|--- | ---------------
|(5) | Total fee paid:



---



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



|    |                        
|--- | -----------------------
|(1) | Amount Previously Paid:



---



|    |                                              
|--- | ---------------------------------------------
|(2) | Form, Schedule or Registration Statement No.:



---



|    |              
|--- | -------------
|(3) | Filing Party:



---



|    |            
|--- | -----------
|(4) | Date Filed:



---



---



##### 



OHIO LEGACY CORP  305 WEST LIBERTY STREET  WOOSTER, OHIO 44691
 
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
   1.
    
    To elect three (3) Class I directors to serve until the 2009 Annual
Meeting and until their successors are elected and qualified.2.
    
    To elect one (1) Class III director to serve until the 2007 Annual
Meeting and until their successors are elected and qualified.3.
    
    To act upon such other matters as may properly come before the Annual
Meeting or any adjournments thereof.
  Whether you expect to attend the meeting or not, please mark, date, sign and return the
enclosed proxy in the enclosed, self-addressed envelope as promptly as possible. You have the
option to revoke your proxy at any time prior to the Annual Meeting regardless of your voting
method, or to vote your shares personally on request if you attend the meeting.
 By Order of the Board of DirectorsDaniel H. Plumly
Secretary and Chairman




---



##### 



OHIO LEGACY CORP  305 WEST LIBERTY STREET  WOOSTER, OHIO 44691
 PROXY STATEMENT
 VOTING INFORMATION
    PROPOSAL 1
ELECTION OF DIRECTORS
    The Board of Directors recommends that you vote FOR election of the Companys nominees
for director.
 - 1 -




---



##### 



Nominees to the Board of Directors  Class I Directors  Term ending in 2009
 J. Edward Diamond  Director since 1999, Independent
  L. Dwight Douce  Director since 1999, Employee Director
  Daniel H. Plumly  Director since 1999, Chairman and Secretary
  Class III Directors  Term ending in 2007
 D. Michael Kramer  New nominee recommended by non-employee directors, Employee Director
  - 2 -




---



##### 



Continuing Directors  Class III Directors  Term ending in 2007
 D. William Allen ( 54)  Director since 1999, Independent
  Scott J. Fitzpatrick  Director since 1999, Independent
  Class II Directors  Term ending in 2008
 Robert F. Belden  Director since 1999, Independent
  Gregory A. Long  Director since 1999, Independent, Audit Committee Financial Expert
  Melvin J. Yoder  Director since 2005, Independent
  - 3 -




---



##### 



EXECUTIVE OFFICERS
    th
 - 4 -




---



##### 



COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 Director Compensation
  Committee
    
    CommitteeChairperson
    
    MemberCommittees of Ohio Legacy Corp:Audit and Compliance
    
    $
    300
    
    
    $
    200Corporate Governance and Nominating
    
    
    200
    
    
    
    150Compensation
    
    
    200
    
    
    
    150Committees of Ohio Legacy Bank, N.A.:Asset / Liability and Interest Rate Risk
    
    
    *
    
    
    $
    150Community Reinvestment Act / Fair Lending
    
    
    *
    
    
    
    150Executive
    
    $
    200
    
    
    
    150Investment
    
    
    *
    
    
    
    150Loan (fees paid quarterly, not per meeting)
    
    
    *
    
    
    
    200
 
   - 5 -




---



##### 



Executive Compensation
 Summary Compensation Table
  Annual CompensationOtherFiscal
    
    
    
    
    
    
    
    
    
    Annual
    
    Stock OptionsYear
    
    Salary
    
    Bonus(1)
    
    Compensation(2)(5)
    
    GrantedD. Michael Kramer (3)
    
    
    2005
    
    
    $
    117,788
    
    
    $
    
    
    
    $
    37,565
    
    
    
    15,000President and
Chief Executive OfficerL. Dwight Douce (3)
    
    
    2005
    
    
    $
    128,500
    
    
    $
    
    
    
    $
    3,783
    
    
    
    5,000Executive Vice President
    
    
    2004
    
    
    
    128,501
    
    
    
    12,000
    
    
    
    2,329
    
    
    
    5,0002003
    
    
    
    116,050
    
    
    
    
    
    
    
    3,172
    
    
    
    5,000Steven G. Pettit
    
    
    2005
    
    
    $
    132,674
    
    
    $
    
    
    
    $
    4,935
    
    
    
    4,000Senior Loan Officer and
    
    
    2004
    
    
    
    128,501
    
    
    
    17,000
    
    
    
    3,435
    
    
    
    4,000President  Stark County Region
    
    
    2003
    
    
    
    116,050
    
    
    
    4,000
    
    
    
    4,553
    
    
    
    5,000Robert E. Boss
    
    
    2005
    
    
    $
    108,000
    
    
    $
    
    
    
    $
    3,357
    
    
    
    4,000Senior Vice President of
    
    
    2004
    
    
    
    104,600
    
    
    
    12,000
    
    
    
    1,905
    
    
    
    4,000Commercial Lending and
President  Holmes County RegionEric S. Nadeau (4)
    
    
    2005
    
    
    $
    105,000
    
    
    $
    
    
    
    $
    
    
    
    
    4,000Chief Financial Officer and
    
    
    2004
    
    
    
    90,001
    
    
    
    10,000
    
    
    
    
    
    
    
    4,000Treasurer
 
 (1)
    
    Bonus amounts are reported in the year to which they are earned. Payment is made to the
executive in the following fiscal year.(2)
    
    Other annual compensation includes dues for country club membership for Messrs. Douce, Pettit
and Boss.(3)
    
    Mr. Kramer was hired in April 2005 as the Companys Executive Vice President and Chief
Operating Officer. Mr. Douce served as President and CEO of the Company and its subsidiary
during 2005 and until December 31, 2005. On January 1, 2006, Mr. Kramer was appointed to
President and CEO of the Company and its subsidiary. Mr. Kramers annual salary in 2006 will
be $175,000.(4)
    
    Mr. Nadeau resigned from his positions with the Company and its subsidiary effective February
2, 2006.(5)
    
    Mr. Kramer received a signing bonus of $16,000 and assistance with relocation costs of
$21,565 during 2005. - 6 -




---



##### 



Option Grants In Last Fiscal Year
  % of TotalNumber of
    
    OptionsSecurities
    
    Granted ToUnderlying
    
    Employees
    
    ExerciseNamed
    
    Options
    
    in Fiscal
    
    PriceExecutive
    
    Granted
    
    Year
    
    ($/Share)
    
    Expiration DateD. Michael Kramer
    
    
    15,000
    
    
    
    22.4
    %
    
    $
    12.00
    
    
    April 28, 2015L. Dwight Douce
    
    
    5,000
    
    
    
    7.5
    
    
    
    12.00
    
    
    April 28, 2015Steven G. Pettit
    
    
    4,000
    
    
    
    6.0
    
    
    
    12.00
    
    
    April 28, 2015Robert E. Boss
    
    
    4,000
    
    
    
    6.0
    
    
    
    12.00
    
    
    April 28, 2015Eric S. Nadeau
    
    
    4,000
    
    
    
    6.0
    
    
    
    12.00
    
    
    April 28, 2015
 Aggregated Option Exercises and Fiscal Year-End Option Value Table
  Original Vesting
    
    Exercise
    
    Accelerated Options Granted To:Date
    
    Price
    
    Directors
    
    Executives2/19/2006
    
    $
    10.00
    
    
    
    5,500
    
    
    
    2/17/2007
    
    $
    12.00
    
    
    
    
    
    
    
    17,0002/19/2007
    
    $
    10.00
    
    
    
    5,500
    
    
    
    4/28/2006
    
    $
    12.00
    
    
    
    500
    
    
    
    4/28/2007
    
    $
    12.00
    
    
    
    500
    
    
    
    4/28/2008
    
    $
    12.00
    
    
    
    500
    
    
    
    32,0008/16/2008
    
    $
    10.00
    
    
    
    
    
    
    
    4/28/2009
    
    $
    12.00
    
    
    
    500
    
    
    
    4/28/2010
    
    $
    12.00
    
    
    
    500
    
    
    
    13,500
    
    
    
    49,000
  Number of Securities
    
    Value of UnexercisedUnderlying Unexercised
    
    In-the-Money Options atOptions at Fiscal Year End (#)
    
    Fiscal Year End ($)Named Executive
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableD. Michael Kramer
    
    
    15,000
    
    
    
    
    
    
    $
    
    
    
    $
    L. Dwight Douce
    
    
    20,000
    
    
    
    5,000
    
    
    
    
    
    
    
    4,500Steven G. Pettit
    
    
    18,000
    
    
    
    5,000
    
    
    
    
    
    
    
    4,500Robert E. Boss
    
    
    18,000
    
    
    
    4,000
    
    
    
    
    
    
    
    3,600Eric S. Nadeau
    
    
    8,000
    
    
    
    5,000
    
    
    
    
    
    
    
    4,500
 - 7 -




---



##### 



Employment and Severance Agreements
   Report of the Compensation Committee
      - 8 -




---



##### 



Robert F. Belden, Chairperson
D. William Allen
J. Edward Diamond (appointed 2/27/2006)
 - 9 -




---



##### 



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Security Ownership of Management and Directors
  Common SharesUnderlyingCommon
    
    Warrants andShares
    
    Options
    
    
    
    
    
    PercentBeneficially
    
    Exercisable
    
    
    
    
    
    OfName
    
    Owned
    
    Within 60 Days
    
    Total
    
    ClassD. William Allen
    
    
    13,000
    
    
    
    16,500
    
    
    
    29,500
    
    
    
    1.2
    %Robert F. Belden (1)
    
    
    99,700
    
    
    
    21,500
    
    
    
    121,200
    
    
    
    4.7Robert E. Boss
    
    
    20,200
    
    
    
    22,000
    
    
    
    42,200
    
    
    
    1.6J. Edward Diamond
    
    
    160,000
    
    
    
    23,500
    
    
    
    183,500
    
    
    
    7.2L. Dwight Douce
    
    
    70,530
    
    
    
    42,000
    
    
    
    112,530
    
    
    
    4.4Scott J. Fitzpatrick
    
    
    80,000
    
    
    
    24,500
    
    
    
    104,500
    
    
    
    4.1D. Michael Kramer
    
    
    1,700
    
    
    
    15,000
    
    
    
    16,700
    
    
    
    *Gregory A. Long
    
    
    42,193
    
    
    
    24,500
    
    
    
    66,693
    
    
    
    2.6Michael D. Meenan
    
    
    21,750
    
    
    
    24,500
    
    
    
    46,250
    
    
    
    1.8Eric S. Nadeau
    
    
    500
    
    
    
    13,000
    
    
    
    13,500
    
    
    
    *Steven G. Pettit
    
    
    18,300
    
    
    
    23,000
    
    
    
    41,300
    
    
    
    1.6Daniel H. Plumly
    
    
    28,700
    
    
    
    53,500
    
    
    
    82,200
    
    
    
    3.2Melvin J. Yoder
    
    
    150
    
    
    
    3,500
    
    
    
    3,650
    
    
    
    *All Directors(2) and Executive
Officers as a Group (15 persons)
    
    
    687,727
    
    
    
    344,500
    
    
    
    1,032,227
    
    
    
    40.3
  
 (1)
    
    Includes 72,000 common shares held by Belden Brick Company. Mr. Belden disclaims beneficial ownership of
those shares and warrants.(2)
    
    Includes Directors of the Companys subsidiary. - 10 -




---



##### 



Security Ownership of Certain Beneficial Owners
  Common SharesCommon
    
    UnderlyingShares
    
    Warrants andName and Address of
    
    Beneficially
    
    Options Exercisable
    
    
    
    
    
    Percent ofBeneficial Owner
    
    Owned
    
    Within 60 Days
    
    Total
    
    Class(6)Wellington Management Company, LLP (2)
    
    
    194,200
    
    
    
    - 0 -
    
    
    
    194,200
    
    
    
    8.8
    %75 State Street
Boston, Massachusetts 02109J. Edward Diamond (3)
    
    
    160,000
    
    
    
    23,500
    
    
    
    183,500
    
    
    
    8.3P.O. Box 9187
Canton, OH 44711Tontine Financial Partners, L.P. (4)
    
    
    169,315
    
    
    
    - 0 -
    
    
    
    169,315
    
    
    
    7.6Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor, Greenwich,
Connecticut 06830Bay Pond Partners, L.P. (5)
    
    
    153,000
    
    
    
    - 0 -
    
    
    
    153,000
    
    
    
    6.975 State Street
Boston, Massachusetts 02109United Community Financial Corp. (4)
    
    
    146,000
    
    
    
    - 0 -
    
    
    
    146,000
    
    
    
    6.6275 Federal Plaza West
Youngstown, Ohio 44503-1203Robert F. Belden (1), (3)
    
    
    99,700
    
    
    
    21,500
    
    
    
    121,200
    
    
    
    5.5P.O. Box 20910
Canton, Ohio 44701L. Dwight Douce (3)
    
    
    70,530
    
    
    
    42,000
    
    
    
    112,530
    
    
    
    5.1305 W. Liberty Street
Wooster, Ohio 44691
 
 (1)
    
    Includes 72,000 common shares held by Belden Brick Company. Mr. Belden disclaims beneficial
ownership of those shares and warrants.(2)
    
    Obtained ownership share through SEC reporting(3)
    
    Obtained ownership share through SEC reporting filed by Company(4)
    
    Obtained ownership share through NASDAQ Corporate Services Network(5)
    
    Obtained ownership share through direct contact with the Company(6)
    
    Calculated based on the number of shares outstanding as of 3/1/2006 - 11 -




---



##### 



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   PRINCIPAL ACCOUNTANT FEES AND SERVICES
  - 12 -




---



##### 



Audit Fees
 
 2005
    
    
    2004Audit fees
    
    $
    82,000
    
    
    $
    45,600Audit related fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total audit fees
    
    $
    82,000
    
    
    $
    45,600
 Tax Fees
  Audit-Related and All Other Fees
  INFORMATION REGARDING BOARD MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
  Corporate Governance Program
  §
    
    the positions of CEO and Chairman are held by different people. The separation
of these offices provides focused leadership at the board level that is independent of
management;§
    
    charters have been adopted for the Corporate Governance and Nominating
Committee, the Audit and Compliance Committee, Compensation Committee and the Executive
Committee;
 - 13 -




---



##### 



§
    
    the board has adopted and implemented a Code of Ethics for Senior Financial
Officers, a Director Code of Conduct and a Code of Business Conduct and Ethics for all
employees of the Company and its subsidiary;§
    
    the Board of Directors established a Corporate Governance and Nominating
Committee that is responsible for implementing the corporate governance program and any
additional requirements mandated by law or deemed necessary or appropriate by the Board
of Directors; and§
    
    the Audit and Compliance Committee has developed a process for the receipt,
retention and investigation of anonymous submissions by employees or external parties
of concerns regarding questionable accounting or auditing matters.
  Corporate Governance and Nominating Committee
   §
    
    make recommendations regarding the size and composition of the board, determine the
appropriate committee structure of the board and recommend board committee assignments
and any changes to such assignments;§
    
    establish criteria for the selection of new directors to serve on the Board of
Directors and identify individuals qualified to become board members;§
    
    make recommendations to the board regarding the director nominees for the next
Annual Meeting of Shareholders or the filling of any vacancies on the board;§
    
    oversee the evaluation of the board and the boards effectiveness in fulfilling its
role, including a review and evaluation, at least annually, of the performance of the
Nominating and Corporate Governance Committee, and make periodic recommendations for
improving the boards effectiveness, at least annually;§
    
    act as a forum to hear special concerns relating to substantive and material issues
that might arise which require the attention of non-employee directors; and§
    
    develop and recommend to the board a set of corporate governance principles
applicable to the Company.
 - 14 -




---



##### 



Director qualifications and nominations
  §
    
    the appropriate size of the Companys Board of Directors;§
    
    specific needs of the Company with respect to the particular talents and experience of its directors;§
    
    the knowledge, skills and experience of nominees, including experience in business,
finance, administration or public service, in light of prevailing business conditions
and the knowledge, skills and experience already possessed by other members of the
board;§
    
    experience with accounting rules and practices and the financial services industry; and§
    
    the desire to balance the benefit of continuity with the fresh perspective provided by new members.
    (a)
    
    as to each person who is not an incumbent director whom the shareholder
proposes to nominate for election as a director:
 (i)
    
    the name, age, business address and residence address of such person;(ii)
    
    the principal occupation or employment of such person;(iii)
    
    the class and number of shares of the Company which are beneficially
owned by such person; and(iv)
    
    any other information relating to such person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (or any comparable
successor rule or regulation under such Act),
  (b)
    
    as to the shareholder giving the notice:
 (i)
    
    the name and record address of such shareholder; and
 - 15 -




---



##### 



(ii)
    
    the class and number of shares of the Company that are beneficially
owned by the shareholder. Such notice shall be accompanied by the written consent
of each proposed nominee to serve as a director of the Company, if elected.
   Shareholder communications and proposals
  Audit and Compliance Committee
    
 - 16 -




---



##### 



Compensation Committee
   §
    
    approving corporate goals and objectives relevant to the compensation of the CEO and
reviewing and approving the goals and objectives of executive officers as proposed by
the CEO;§
    
    reviewing and evaluating the performance of the CEO, executive officers and key
employees of the Company in light of the goals and objectives of the Company and
approving their annual compensation packages, including base salaries and bonuses,
stock options and other stock-based incentives, variable pay amounts and variable pay
metrics, based on these evaluations;§
    
    reviewing and approving executive incentive compensation plans and equity-based
plans in which executive officers and members of the Board of Directors are eligible to
participate; and§
    
    supervising the administration of the Companys incentive compensation and stock
programs, and providing oversight with respect to the financial aspects of the
Companys benefit plans, including funding policies and investment performance.
 Report of the Audit and Compliance Committee
 Communications with Audit Committees
  Submitted by the Audit and Compliance Committee  Gregory A. Long, Chairperson
Scott J. Fitzpatrick
Melvin J. Yoder
D. William Allen (appointed 2/27/2006)
 - 17 -




---



##### 



PERFORMANCE GRAPH
  
 12/19/2002
    
    12/31/2002
    
    12/31/2003
    
    12/31/2004
    
    12/31/2005Ohio Legacy Corp (OLCB)
    
    
    100
    
    
    
    101
    
    
    
    128
    
    
    
    177
    
    
    
    110NASDAQ Composite Index
    
    
    100
    
    
    
    99
    
    
    
    147
    
    
    
    160
    
    
    
    164NASDAQ Bank Index
    
    
    100
    
    
    
    101
    
    
    
    130
    
    
    
    148
    
    
    
    145
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  - 18 -




---



##### 



SHAREHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING
    
  OTHER MATTERS
  By Order of the Board of DirectorsDaniel H. Plumly
Secretary and Chairman
  - 19 -




---



##### 



THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
 Please complete, date, sign and mail the detached proxy card in the enclosed postage-prepaid envelope.
 DETACH PROXY CARD HEREOHIO LEGACY CORPTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSIMPORTANTTHE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED,
POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.Print your name(s) hereSignatureSignature, if jointly heldDate
    
    
    , 2006NOTE: The signature(s)
on this Proxy should correspond with the name(s) in which your
shares are registered. When shares are registered jointly in the
names of  two or more persons,
all should sign. When signing as an attorney, executor, administrator, trustee or guardian, please
give your full title as such. A proxy given by a corporation should be signed in the corporate name
by the Chairman of its Board of Directors, its President, Vice President, Secretary or Treasurer.




---



##### 



OHIO LEGACY CORP
 PROXY
 ANNUAL MEETING OF SHAREHOLDERS
 April 27, 2006
 This proxy is solicited on behalf of the Board of Directors of Ohio Legacy Corp
  1.
    
    Election of Directors:Class III:
    
    01 D. Michael Kramer
    

Class I:
    
    
    02
    

    J. Edward Diamond03
    
    L. Dwight Douce04
    
    Daniel H. Plumly[   ] FORall Nominees
    
    [  ] WITHHOLD AUTHORITYto vote for all Nominees
  
 2.
    
    In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting.
 Important: Please sign and date this proxy on the reverse side.
  IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS
FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.