CHANGE IN CONTROL AGREEMENT

This is an Agreement (the “Agreement”) made by and between OHIO LEGACY BANK . (“Company”), and Vanessa Richards (“Executive”), collectively “ The Parties”, effective this day the 4 ^th of February 2009 and replaces and supersedes any all agreements between the parties.

A.   Company is a bank holding company whose subsidiary is engaged in the business of banking and businesses incidental thereto.

B.   Executive possesses unique skills, knowledge, and experience relating to the businesses of the Company.

C.   Company desires to recognize the past and future services of Executive, and in that connection, Executive desires to be assured that, in the event of a change in control of the Company, Executive will be provided with an adequate severance payment for termination without cause or as compensation for Executive’s Severance in the event of a material change in his duties and functions.

D.   Company desires to be assured of the objectivity of Executive in evaluating a potential change of control and advising whether or not a potential change in control is in the best interest of Company and its shareholders.

E.   Company desires to induce Executive to remain in the employ of the Company following a change of control to provide a continuity of management.

NOW, THEREFORE , in consideration of the premises and of their mutual covenants expressed in this Agreement, the parties hereto make the following agreement, intended to be legally bound thereby:

1.   Definitions .

A.   Exchange Act .  “Exchange Act” means The Securities Exchange Act of 1934.

B.   Change in Control .  The term “Change in Control” means a change in ownership or control of the Company effected through any of the following transactions:

(i)   The direct or indirect acquisition by any person or related group of persons, other than by the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company immediately prior to such acquisition, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended) of securities possessing more than 50 percent of the total combined voting power of the Company's outstanding securities, whether effectuated pursuant to a tender or exchange offer made directly to the Company's shareholders or pursuant to another transaction;

(ii)   A change in the composition of the board of directors of the Company over a period of 36 or fewer consecutive months (rounded up to the next whole number) such that a majority of such respective board members ceases, by reason of one or more contested elections for such respective board membership, to be comprised of individuals who either (i) have been board members continuously since the beginning of such period, or (ii) have been elected or nominated for election as board members during such period by at least a majority of the board members described in clause (i) who were still in office at the time such election or nomination was approved by the board; or

(iii)   The completion of a transaction requiring shareholder approval for the acquisition of all or substantially all of the stock or assets of the Company by an entity other than the Company or any merger of the Company into another entity in which the Company is not the surviving entity.

C.   Code .  “Code” shall mean the Internal Revenue Code of 1986 as amended from time to time.

D.   Company .  “Company” shall include Ohio Legacy Bank, N.A. and any members of its Affiliated Group, over which Executive has managerial control, as that term is defined in Section 1504 of the Code, and shall include any predecessor corporations of the Company and its Affiliated Group.

E.   Board .  “Board” shall mean the Board of Directors of the Company.

2.   Term of Agreement.

A.   This Agreement shall be effective from the date of this Agreement until the Agreement Termination Date, which is the earliest of:

(i)   The date this Agreement is mutually rescinded or upon Executive’s resignation other than as provided in Section 3(A);

(ii)   The date prior to a Change in Control on which the Executive’s employment with the Company is terminated by death, retirement, disability, resignation, or dismissal for any reason;

(iii)   The date Executive is terminated for Cause;

(iv)   The date which is two (2) years after a Change in Control;

(v)   The date which Company, or any other member of its Affiliated Group, and over which the Executive has managerial control, which is a financial institution which is insured by an agency of any state or the United States Federal Government:

(1)   Becomes insolvent; or

(2)   Has appointed any conservator or receiver; or

(3)   Is defined by the primary regulator to be in a “troubled  condition”; or

(4)   Is assigned a composite rating of 4 or 5 by the appropriate federal banking agency or is informed in writing by the Federal Deposit Insurance Corporation that it is rated 4 or 5 under the Uniform Financial Institution’s Rating System of the Federal Financial Institutions Examination Council; or

(5)   Has initiated against it by the Federal Deposit Insurance Corporation a proceeding to terminate or suspend deposit insurance.

(vi)    The date on which it is reasonably determined in good faith and with due care that the payments called for under this Agreement, or the obligations and promises assumed and made under this Agreement have become proscribed under applicable law or regulations.  Provided, however, if such law or regulations apply prospectively only, or for some other reason do not apply to this Agreement, then this agreement shall not be deemed by the Company to be proscribed under this Subsection (vi).

B.   This Agreement shall not change, alter, or amend any rights which either the Company or the Executive may have in respect of the termination of the employment of Executive by the Company prior to a Change in Control.  This Agreement is not an employment agreement or a promise of employment.  Employee is an employee at will and the Company or Employee may terminate the employment relationship at any time.  Nothing contained in this Agreement shall be construed to create any additional right or obligation of Executive to be employed by Company.  If employment of Executive by Company is terminated by Company or by Executive, for any reason whatsoever, prior to a Change in Control, Executive and Company shall have only such rights and obligations in respect of such termination as either of them would have if this Agreement had not been effected and as specifically set forth in this Agreement.

C.   If the Company terminates the Executive's employment for cause (as defined below), all of the Company's obligations hereunder shall immediately terminate.  As used herein, "Cause" shall mean (i) willful misconduct by the Executive in the performance of his duties, or (ii) gross negligence by the Executive in the performance of his duties, or (iii) Executive’s continued failure of and/or refusal to perform, which shall not be cured within fifteen (15) days following receipt by the Executive of written notice from the Board specifying the factors or events constituting such failure and/or refusal and affording the Executive an opportunity within such fifteen (15) day period for the Executive to correct such deficiencies; or (iv) the Executive’s indictment or conviction for committing a crime, or (v) the Executive’s commission of an act of moral turpitude, or (vi) receipt of notice by the Office of the Comptroller of the Currency that Executive is not properly fulfilling his duties.

3.   Payment Upon Termination of Employment After a Change in Control.

A.   If during the term of this Agreement as defined by Section 2 and within two (2) years following a Change in Control, Executive is discharged without Cause or Executive resigns because Executive has made a reasonable, objective determination, in good faith and with due care, that:

(i)   There has been a material diminution of Executive’s duties, responsibilities or benefits has occurred;

(ii)   There has been a change in the principal workplace of Executive to a location more than 45 miles from Executive’s current assigned work location;

(iii)   Executive has received a material demotion;

(iv)   There has been a material change in the number or seniority of personnel reporting to Executive or a material reduction in the frequency with which, or in the nature of the latter with respect to which, such personnel are to report to Executive, other than as part of a Company relocation or reduction in staff;

(v)   There has been a material adverse change in Executive’s perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the Company’s management; or

(vi)   There has been a material permanent increase in the required hours of work in the workload of Executive,

the Executive shall be entitled to the payment as provided in Subsection C below.

B.   If Executive