OLCB Ohio Legacy Corp. (MM)

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC).  Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all

Section 16(a) forms they file.

Based on a review of Forms 3, 4 and 5 and amendments thereto, completed and submitted by the Company on behalf of the officers and directors, it has been determined that no forms were filed late.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit and Compliance Committee has the sole authority to select, compensate, oversee, evaluate and, where appropriate, replace the Company’s independent auditor. Additionally, the charter requires the Audit and Compliance Committee to review and approve in advance any audit and non-audit services to be provided by the Company’s independent auditor, other than “prohibited non-auditing services.”  The committee has the sole authority to make these approvals, although such approval has been delegated to the Chairman of the Audit and Compliance Committee. Any actions taken by the Chairman are subsequently presented to the committee for ratification.  The committee approved all services provided by the Company’s independent auditor in 2008.

Crowe Horwath LLP has acted as the principal independent accountant of the Company since October 2000.  The Audit and Compliance Committee has appointed Crowe Horwath to continue as the Company’s independent external auditors for fiscal year 2009.  Representatives of Crowe Horwath will be at the 2009 Annual Meeting of Shareholders.  They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. During 2008 and 2007, the Company paid fees in the aggregate of $146,750 and $134,510, respectively, to Crowe Horwath for various accounting services. Those fees and services are detailed below.

• 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;
  

• 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.

• 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.

• 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.

• 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.