##### Table of Contents



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, 2005
 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
  
  o þ
 þ o
 o
 o þ
   
 o þ




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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 TransactionsItem 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    Table of Contents  
 PART I
 
 Item 1. Description of Business.
 Background
    Products and Services
  Commercial and Construction Lending Products
   -2-




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Retail Lending Products




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Deposit Products
  Employees
  Competition
 Wall Street Journal
 Supervision and Regulation
  Regulation of Ohio Legacy
 Bank Holding Company Act.




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Sarbanes-Oxley Act of 2002.
 Gramm-Leach-Bliley Act.
   Capital Guidelines.




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Regulation of the Bank
   Dividend Restrictions.
 Interstate Banking and Branching.
 FDIC.
  Community Reinvestment Act.




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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;
    
    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.




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
    
    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
  Statistical Disclosures




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Industry Guide 3  Item I. Distribution of Assets, Liabilities and Stockholders
Equity; Interest Rates and Interest Differential
   Year ended December 31,2005
    
    
    2004Average
    
    
    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
    
    $
    5,581
    
    
    $
    157
    
    
    
    2.82
    %
    
    $
    6,800
    
    
    $
    101
    
    
    
    1.48
    %Securities available for sale
    
    
    38,336
    
    
    
    1,426
    
    
    
    3.72
    
    
    
    35,897
    
    
    
    1,322
    
    
    
    3.68Securities held to maturity (1)
    
    
    734
    
    
    
    39
    
    
    
    5.29
    
    
    
    163
    
    
    
    6
    
    
    
    5.45Federal Reserve Bank stock
    
    
    1,432
    
    
    
    77
    
    
    
    5.40
    
    
    
    1,240
    
    
    
    62
    
    
    
    4.96Loans (2)
    
    
    146,242
    
    
    
    9,669
    
    
    
    6.61
    
    
    
    125,058
    
    
    
    7,982
    
    
    
    6.37Total interest-earning assets
    
    
    192,325
    
    
    
    11,368
    
    
    
    5.91
    
    
    
    169,158
    
    
    
    9,473
    
    
    
    5.58Noninterest-earning assets
    
    
    9,140
    
    
    
    
    
    
    
    
    
    
    
    6,600Total assets
    
    $
    201,465
    
    
    
    
    
    
    
    
    
    
    $
    175,758Liabilities and Shareholders EquityInterest-bearing liabilities:Interest-bearing demand deposits
    
    $
    10,497
    
    
    
    81
    
    
    
    0.78
    
    
    $
    11,086
    
    
    
    92
    
    
    
    0.83Savings accounts
    
    
    19,856
    
    
    
    197
    
    
    
    0.99
    
    
    
    34,543
    
    
    
    357
    
    
    
    1.03Money market accounts
    
    
    26,254
    
    
    
    679
    
    
    
    2.59
    
    
    
    4,721
    
    
    
    69
    
    
    
    1.46Certificates of deposit
    
    
    91,617
    
    
    
    2,848
    
    
    
    3.11
    
    
    
    75,565
    
    
    
    2,309
    
    
    
    3.06Total interest-bearing deposits
    
    
    148,244
    
    
    
    3,805
    
    
    
    2.57
    
    
    
    125,915
    
    
    
    2,827
    
    
    
    2.24Other borrowings
    
    
    21,905
    
    
    
    935
    
    
    
    4.27
    
    
    
    23,823
    
    
    
    873
    
    
    
    3.66Total interest-bearing liabilities
    
    
    170,129
    
    
    
    4,740
    
    
    
    2.79
    
    
    
    149,738
    
    
    
    3,700
    
    
    
    2.47Noninterest-bearing demand deposits
    
    
    12,893
    
    
    
    
    
    
    
    
    
    
    
    8,783Noninterest-bearing liabilities
    
    
    758
    
    
    
    
    
    
    
    
    
    
    
    896Total liabilities
    
    
    183,780
    
    
    
    
    
    
    
    
    
    
    
    159,417Shareholders equity
    
    
    17,685
    
    
    
    
    
    
    
    
    
    
    
    16,341Total liabilities and shareholders equity
    
    $
    201,465
    
    
    
    
    
    
    
    
    
    
    $
    175,758Net interest income; interest-rate spread (3)
    
    
    
    
    
    $
    6,628
    
    
    
    3.12
    %
    
    
    
    
    
    $
    5,773
    
    
    
    3.11
    %Net earning assets
    
    $
    22,196
    
    
    
    
    
    
    
    
    
    
    $
    19,420Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.45
    %
    
    
    
    
    
    
    
    
    
    
    3.41
    %Average
interest-earning assets to

interest-bearing liabilities
    
    
    1.13
    x
    
    
    
    
    
    
    
    
    
    
    1.13
    x
 
 (1)
    
    Yield calculated on a taxable-equivalent basis.(2)
    
    Net of net deferred loan fees and costs and loans in process. Nonaccrual loans are included in noninterest-earning assets(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.




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Year ended December 31,2005 vs. 2004
    
    
    2004 vs. 2003Increase (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
    
    $
    (21
    )
    
    $
    77
    
    
    $
    56
    
    
    $
    (1
    )
    
    $
    26
    
    
    $
    25Securities available for sale
    
    
    104
    
    
    
    
    
    
    
    104
    
    
    
    (1
    )
    
    
    (33
    )
    
    
    (34
    )Securities held to maturity
    
    
    33
    
    
    
    
    
    
    
    33
    
    
    
    6
    
    
    
    
    
    
    
    6Federal agency stock
    
    
    10
    
    
    
    5
    
    
    
    15
    
    
    
    31
    
    
    
    (4
    )
    
    
    27Loans
    
    
    1,392
    
    
    
    295
    
    
    
    1,687
    
    
    
    2,197
    
    
    
    (545
    )
    
    
    1,652Total assets
    
    $
    1,518
    
    
    $
    377
    
    
    $
    1,895
    
    
    $
    2,232
    
    
    $
    (556
    )
    
    $
    1,676Change in interest expense attributable to:Interest-bearing demand deposits
    
    $
    (5
    )
    
    
    (6
    )
    
    $
    (11
    )
    
    $
    30
    
    
    
    (22
    )
    
    $
    8Savings accounts
    
    
    (147
    )
    
    
    (13
    )
    
    
    (160
    )
    
    
    (55
    )
    
    
    (151
    )
    
    
    (206
    )Money market accounts
    
    
    523
    
    
    
    87
    
    
    
    610
    
    
    
    21
    
    
    
    25
    
    
    
    46Certificates of deposit
    
    
    498
    
    
    
    41
    
    
    
    539
    
    
    
    410
    
    
    
    (581
    )
    
    
    (171
    )Other borrowings
    
    
    (74
    )
    
    
    136
    
    
    
    62
    
    
    
    769
    
    
    
    (373
    )
    
    
    396Total interest-bearing liabilities
    
    $
    795
    
    
    $
    245
    
    
    $
    1,040
    
    
    $
    1,175
    
    
    $
    (1,102
    )
    
    $
    73Change in net interest income
    
    
    
    
    
    
    
    
    
    $
    855
    
    
    
    
    
    
    
    
    
    
    $
    1,603
 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 11 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
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Weighted AverageAmount
    
    
    Yields
    
    
    Amount
    
    
    Yields
    
    
    Amount
    
    
    Yields
    
    
    Amount
    
    
    YieldsU.S. Government
sponsored agencies
    
    $
    
    
    
    
    
    %
    
    $
    7,209
    
    
    
    3.28
    %
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    Mortgage-backed
    
    
    
    
    
    
    
    
    
    
    756
    
    
    
    4.44
    %
    
    
    4,638
    
    
    
    4.62
    %
    
    
    20,429
    
    
    
    4.48
    %Municipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    838
    
    
    
    5.04
    (1)$
    
    
    
    
    
    %
    
    $
    7,965
    
    
    
    3.38
    %
    
    $
    4,638
    
    
    
    4.62
    %
    
    $
    21,267
    
    
    
    4.50
    %




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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, 2005.
 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, 2005:
 MaturingAfter oneOne year
    
    
    through
    
    
    After five(Dollars in thousands)
    
    or less
    
    
    five years
    
    
    years
    
    
    TotalFixed rate:Commercial
    
    $
    45
    
    
    $
    2,360
    
    
    $
    1,071
    
    
    $
    3,476Commercial real estate
    
    
    
    
    
    
    937
    
    
    
    
    
    
    
    937Real estate construction
    
    
    
    
    
    
    1,131
    
    
    
    65
    
    
    
    1,196Total fixed rate
    
    $
    45
    
    
    $
    4,428
    
    
    $
    1,136
    
    
    $
    5,609Variable rate:Commercial
    
    $
    485
    
    
    $
    8,514
    
    
    $
    330
    
    
    $
    9,329Commercial real estate
    
    
    213
    
    
    
    53,372
    
    
    
    
    
    
    
    53,585Multifamily residential real estate
    
    
    
    
    
    
    9,930
    
    
    
    
    
    
    
    9,930Real estate construction
    
    
    238
    
    
    
    10,302
    
    
    
    22
    
    
    
    10,562Total variable rate
    
    $
    936
    
    
    $
    82,118
    
    
    $
    352
    
    
    $
    83,406
  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




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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, 2005, 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, 2005, 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 9.0% of total loans at December 31,
2005.
 D.
    
    Other Interest-bearing Assets  At December 31, 2005, 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:
 2005
    
    
    2004Balance, January 1
    
    $
    1,263,655
    
    
    $
    1,121,913Provision for loan losses
    
    
    523,046
    
    
    
    306,000Loans charged-off:Residential real estate
    
    
    (45,176
    )
    
    
    (21,751
    )Commercial
    
    
    (92,695
    )
    
    
    (78,461
    )Consumer and home equity
    
    
    (65,787
    )
    
    
    (69,161
    )Total loans charged-off
    
    
    (203,658
    )
    
    
    (169,373
    )Recoveries, consumer and home equity
    
    
    6,364
    
    
    
    5,115Balance, December 31
    
    $
    1,589,407
    
    
    $
    1,263,655Balance as a percentage of total loans
    
    
    0.99
    %
    
    
    0.95
    %




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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:
 2005
    
    
    2004Percentage of
    
    
    
    
    
    
    Percentage ofLoans in Each
    
    
    
    
    
    
    Loans in EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total LoansCommercial
    
    $
    178,000
    
    
    
    8.0
    %
    
    $
    163,000
    
    
    
    8.0
    %Commercial real estate
    
    
    846,000
    
    
    
    34.1
    
    
    
    528,655
    
    
    
    27.2Multifamily residential
real estate
    
    
    99,000
    
    
    
    6.2
    
    
    
    174,000
    
    
    
    7.6Residential real estate
    
    
    320,000
    
    
    
    37.1
    
    
    
    198,000
    
    
    
    38.0Construction
    
    
    29,000
    
    
    
    7.3
    
    
    
    33,000
    
    
    
    10.0Consumer and home
equity
    
    
    117,000
    
    
    
    7.3
    
    
    
    167,000
    
    
    
    9.2Total
    
    $
    1,589,000
    
    
    
    100.0
    %
    
    $
    1,263,655
    
    
    
    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, 2005:
 Three months or less
    
    $
    7,368,899Over three through six months
    
    
    4,250,861Over six through twelve months
    
    
    10,730,690Over twelve months
    
    
    15,857,298Total
    
    $
    38,207,748
 E.
    
    Time deposits greater than $100,000 issued by foreign offices  not
applicable.
 Industry Guide 3  Item VI. Return on Equity and Assets




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Industry Guide 3  Item VII. Short-Term Borrowings
  
 Item 2. Description of Property.
  1.
    
    Wooster Main Office, 305 West Liberty Street, Wooster, Ohio, 44691 (capital lease)2.
    
    Canton Branch Office, 4026 Dressler Road N.W., North Canton, Ohio, 44735 (operating lease)3.
    
    Millersburg Branch Office, 225 North Clay Street, Millersburg, Ohio, 44654 (capital lease)4.
    
    Wooster Milltown Branch Office, 3562 Commerce Parkway, Wooster, Ohio 44681 (operating lease)5.
    
    North Canton Branch Office, 600 South Main Street, North Canton, Ohio 44720 (own)6.
    
    Wooster Operations Center, 111 South Buckeye Street, Wooster, Ohio, 44691 (operating lease)
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders.




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##### Table of Contents



PART II
 
 Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities
  2005
    
    2004HIGH
    
    LOW
    
    HIGH
    
    LOWFirst Quarter
    
    $
    14.98
    
    
    $
    12.75
    
    
    $
    13.25
    
    
    $
    10.78Second Quarter
    
    
    12.99
    
    
    
    10.24
    
    
    
    12.51
    
    
    
    10.54Third Quarter
    
    
    10.74
    
    
    
    9.24
    
    
    
    11.50
    
    
    
    10.00Fourth Quarter
    
    
    9.95
    
    
    
    9.05
    
    
    
    15.00
    
    
    
    11.50
   
 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.




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##### Table of Contents



Item 8B. Other Information.
  
 PART III
 
 Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section
16(a) of the Exchange Act.
   
 Item 10. Executive Compensation.
  
 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.




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##### Table of Contents



Equity Compensation Plan Table
  Number of securitiesremaining availablefor future issuanceunder equityNumber of securities to
    
    Weighted-average
    
    compensation plansbe issued upon exercise
    
    exercise price of
    
    (excluding securitiesof outstanding options
    
    outstanding
    
    reflected in columnand warrants
    
    options and warrants
    
    (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    435,750
    (1)
    
    $
    9.41
    
    
    
    113,250Equity 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.




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##### Table of Contents



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 Corp10.3
    
    
    (3
    )
    
    Employment Agreement with Mr. Douce10.4
    
    
    (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, 200411
    
    
    
    
    
    Statement Regarding Computation of Per Share Earnings (incorporated by
reference to page 9 of the 2005 Annual Report to Shareholders filed as Exhibit 13 to
this Form 10-KSB)13
    
    
    
    
    
    2005 Annual Report to Shareholders14
    
    
    
    
    
    Code of Ethics20
    
    
    
    
    
    Proxy Statement for the 2006 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 
 Item 14. Principal Accountant Fees and Services.




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##### Table of Contents



SIGNATURES
  OHIO LEGACY CORP(Registrant)By:
    
    /s/ D. Michael KramerD. Michael KramerPresident and Chief Executive Officer and acting Chief Financial Officer
  By:
    
    /s/ D. Michael KramerD. Michael KramerPresident and Chief Executive Officer and acting Chief Financial Officer and acting Principal Accounting OfficerDate: March 30, 2006By:
    
    /s/ L. Dwight DouceL. Dwight DouceExecutive Vice President and DirectorDate: March 30, 2006By:
    
    /s/ D. William AllenD. William Allen, DirectorDate: March 30, 2006By:
    
    /s/ Robert F. BeldenRobert F. Belden, DirectorDate: March 30, 2006By:
    
    /s/ Scott J.FitzpatrickScott J. Fitzpatrick, DirectorDate: March 30, 2006By:
    
    /s/ Gregory A. LongGregory A. Long, DirectorDate: March 30, 2006By:
    
    /s/ Daniel H. PlumlyDaniel H. Plumly, Directorand SecretaryDate: March 30, 2006By:
    
    /s/ Melvin J. YoderMelvin J. Yoder, DirectorDate: March 30, 2006By:
    
    /s/ J. Edward DiamondJ. Edward Diamond, DirectorDate: March 30, 2006