ASSIGNMENT AND ASSUMPTION OF LEASE

Exhibit 10.10

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is made as of the 27 ^th day of August, 2004, by and among: (1) Unizan Bank, National Association, successor in interest by merger to United National Bank & Trust Co., Assignor, having a notice address of 220 Market Avenue, South, City of Canton, State of Ohio; (2) Ohio Legacy Bank, N.A., Assignee, a corporation incorporated under the laws of the State of Ohio, having a notice address of 305 W. Liberty Street, City of Wooster, State of Ohio; and (3) Chesterland Productions, P.L.L., Landlord, a general partnership in the State of Ohio, having a notice address of 1130 Riffel Road, City of Wooster, State of Ohio.

WITNESSETH:

WHEREAS, Assignor (as “Tenant”), and Landlord made and entered into a certain Lease Agreement dated June 30, 1999, as amended by a First Amendment to Lease dated January 1, 2000 (collectively the “Lease”), demising certain leased premises located at 3562 Commerce Parkway, City of Wooster, State of Ohio, all as in the Lease more particularly described (the “Premises”);

WHEREAS, Assignor desires to assign the Lease to Assignee;

WHEREAS, the Lease provides, among other things, that the Lease shall not be assigned without the Landlord’s consent in writing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. Effective as of August 27 ^th , 2004, Assignor assigns to Assignee all its right, title and interest in and to the Lease.

2. Assignor covenants, warrants and represents that: (a) the Lease is in full force and effect; (b) Assignor has performed all of its obligations up to the effective date of this Assignment; (c) Assignor has full right and power to execute this Assignment; and (d) the Lease has not been modified, supplemented or amended.

3. Assignor hereby surrenders and assigns to Assignee, and Assignee hereby accepts the surrender and assignment from Assignor of, all of Assignor’s right, title and interest in, to and under the Lease, a copy of which is attached as Exhibit A and incorporated herein by reference.

4. Assignee hereby assumes and agrees to be bound by and pay and perform all of the obligations, terms, covenants and conditions which, pursuant to the Lease, are to be observed, kept and/or performed by the Assignor, effective as of August 27 ^th , 2004.

5. Assignor agrees to remain liable for the performance of all terms, covenants and conditions of the Lease to be performed by Assignee and by Assignee’s successors and assigns thereunder.

6. Landlord consents to the aforesaid Assignment of the Lease by Assignor to Assignee upon the express conditions that: (a) the Assignor remains liable for the full and due performance by the Assignee, and by Assignee’s successors and assigns, of all terms, obligations, covenants and agreements under the Lease; and (b) no further assignment of the Lease shall hereafter be made without the prior written consent to the Landlord.

7. Nothing in this Assignment shall be deemed to authorize any assignment or other transfer in whole or in part of the interest of Assignee in violation of any provisions of the Lease.

8. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption of Lease as of the date first written.

2

Sworn to and subscribed before me, the undersigned, James H. Nicholson, being the President of Unizan Bank, National Association, personally appeared before me and acknowledged to me that he/she executed this document as his/her own free act and deed on behalf of Unizan Bank, National Association.

Sworn to and subscribed before me, the undersigned, L. Dwight Douce, being the President and CEO of Ohio Legacy Bank, N.A., personally appeared before me and acknowledged to me that he/she executed this document as his/her own free act and deed on behalf of Ohio Legacy Bank, N.A.

Sworn to and subscribed before me, the undersigned, Jerry Baker, being the General Partner of Chesterland Productions, P.L.L., personally appeared before me and acknowledged to me that he/she executed this document as his/her own free act and deed on behalf of Chesterland Productions, P.L.L.

3

LEASE

THIS LEASE is hereby entered into on this 30 day of June 1999, by and between CHESTERLAND PRODUCTIONS, P.L.L. an Ohio general partnership, and its successors and assigns, hereinafter called “Landlord”, whose mailing address is 1130 Riffel Road, Wooster, Ohio 44691, and UNITED NATIONAL BANK & TRUST CO., a national bank, its successors and assigns, hereinafter called “Tenant”, whose mailing address is PO Box 24190, Canton, Ohio, 44701.

WHEREAS, Landlord is the owner of certain commercial real property more fully described herein and desires to construct a new multi tenant building thereon for the purpose of leasing a suite therein to Tenant; and

WHEREAS, Tenant desires to use and lease such property and portion of the building from Landlord upon the terms and conditions specified below.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and conditions set forth herein, the parties agree as follows:

1. Premises to be Leased

Landlord hereby leases to Tenant Suite A to be located in the building which Landlord will complete on the real property described on Exhibit A which is attached hereto and made part hereof (the “Property”), all in accordance with the terms hereof. In addition to the building and the suite to be built by Landlord, Landlord shall also complete all paved parking areas and access drives as may be required by applicable zoning and building codes. All of such construction and improvements shall be completed in accordance with the plans and specifications referenced below which shall be agreed upon and approved by both Landlord and Tenant.

Suite A to be completed by Landlord hereunder shall contain approximately 3,920 square feet of interior space and will also include a covered drive-through area of 1,500 square feet which will be immediately adjacent to Suite A, hereinafter the “Drive Through Area”. Suite A, together with the Drive Through Area will hereinafter be referred to as the “Premises”, both of which will be completed by Landlord in accordance with the Landlord Improvements which are listed on Exhibit B, which is attached hereto and made a part hereof. The building containing the Premises and all adjacent parking areas and related landscaping and improvements shall hereinafter be referred to as the “Building”. Landlord and Tenant agree that Tenant and Tenant’s employees, customers and invitees shall be entitled to the non-exclusive use and enjoyment of all of the parking spaces on the Property, together with the other tenants and occupants of the building. However, Tenant will instruct its employees to utilize the parking spaces to the West, behind the Building, and Landlord will likewise require that employees of other tenants in the Building park in the available spaces behind the Building.

2. Construction of the Leased Premises

A. Landlord’s Construction of the Premises Landlord will at its expense construct the Building, the Premises, the interior buildout and Tenant’s floor plan within the Premises, and any and all other improvements and installations listed on Exhibit B which is attached hereto and made a part hereof. All construction shall be in accordance with applicable state and local building codes, and Landlord shall timely complete all construction, including but not limited to the completion of all Tenant buildout and installations, fixtures, and equipment, other than trade fixtures and equipment to be installed by Tenant hereunder (the “Tenant Improvements”). Landlord agrees that the Premises shall meet all applicable building, health, fire and safety codes, regulations and statutes adopted and promulgated by the governmental bodies having jurisdiction over the Premises, and shall comply with the requirements of The Americans With Disabilities Act (AWDA), with any regulations or interpretations promulgated thereunder, and with any other laws concerning the handicapped or disabled at the time of their construction. Landlord further agrees to make any and all necessary modifications, deletions or additions to the Premises to assure continued compliance with such codes, regulations and statutes as may be adopted and promulgated from time to time, except for such changes which may be required directly as a result of the Tenant Improvements to be completed by Tenant. Landlord further agrees that the Building and the Premises shall be completed in accordance with a detailed set of plans and specifications which will be reviewed and approved by both Landlord and Tenant prior to commencement of construction. The plans and specifications to be provided by Landlord shall include all Building elevations and systems detail and parking, paving and landscaping plans and specifications. The plans and specifications to be provided by Tenant will include a stamped set of architectural drawings specifying the interior floor plan and design of the interior of the Premises, including the electrical and HVAC design, and the specifications for Landlord’s completion of the Drive Through Area improvements as the same is specified on Exhibit B. Such plans and specifications to be provided by Tenant will hereinafter be referred to as the “Tenant’s Specifications” The approval of the plans and specifications to be provided by Landlord and Tenant shall be evidenced by the initials of the parties hereto on such plans and specifications.

Landlord shall perform and complete the Landlord improvements set forth on Exhibit B which is attached hereto, and Tenant shall be responsible only for such Tenant improvements which are specified on Exhibit C, which is likewise attached hereto. During the course of Landlord’s completion of the Premises, Tenant, its employees, agents and contractors may enter upon the Premises at all reasonable times for the purpose of inspection thereof and for installation of fixtures and for completion of the Tenant Improvements, provided that Tenant shall not interfere with Landlord’s timely completion of the Premises. Landlord shall remove, or cause its contractor to remove all tools, scaffolding, unused and discharged building materials, waste, debris and rubbish of any sort in, or about the Premises prior to delivering possession thereof to Tenant and shall deliver such possession of the Premises to Tenant in good, clean and operable condition.

Landlord further agrees and hereby warrants that the Premises will be constructed in a good and workmanlike manner and that all services and systems servicing the same which are to

2

be completed by Landlord in accordance with Exhibit B and the agreed upon plans and specifications shall be in a good and operable condition for a period of one year after the commencement date hereof. Landlord further shall assign to Tenant any manufacturers’, contractors’ or other warranties or representations which Landlord may obtain in connection with the construction and completion of the Premises. Such assigned warranties shall only apply to those items which are Tenant’s responsibility to repair and maintain herein.

Tenant will be responsible for completing all Tenant Improvements which are set forth on Exhibit C. Tenant may select any construction company or companies to complete the Tenant Improvements on the Premises. All Tenant Improvements will be completed in accordance with all applicable codes, laws and regulations governing the same.

B. Tenant Improvements As set forth herein during Landlord’s completion of the Premises and thereafter as required herein, Tenant shall complete the Tenant Improvements thereon as set forth on Exhibit C attached hereto and made a part hereof. Provided that no structural changes are involved, Tenant at its expense may alter, improve, furnish, equip, and decorate the Premises as it considers necessary or desirable for its business and the full beneficial use of the Premises. All work shall be done in a proper and workmanlike manner in compliance with applicable laws and building codes. All furnishings, trade fixtures, and equipment belonging to Tenant shall remain the property of Tenant and may at Tenant’s election be removed from the Premises at any time during the term of this Lease, or at the expiration or termination hereof. However, Landlord and Tenant further agree that notwithstanding this provision and/or any other provision contained herein, Tenant shall not be required to remove the Drive Through Area canopy and may at its election leave attached to and as a part of the Premises, any vaults, safes, teller counters, or other built in fixtures or improvements which have been located on the Premises as a part of the Tenant Improvements or otherwise, or which may thereafter be located on or installed in the Premises. If Tenant should elect to remove all or any part of such Tenant Improvements or other fixtures from the Premises, then Tenant will be responsible for the cost of necessary repair and restoration of the Premises required as a result of such removal.

C. Signs Tenant may, at its election, erect and maintain on the exterior of the Building and otherwise on the Premises appropriate signs advertising Tenant’s business, and Tenant shall be permitted to install directional signs on the Premises to direct Tenant’s customers. All signs erected by Tenant other than inside the Premises shall be approved in advance by Landlord, in writing, as to size, type, style, and location, and Landlord shall not unreasonably withhold or delay such approval. Tenant shall be provided with the maximum square footage for signage as allowable under the Sign Regulations for the City of Wooster for the Premises leased by Tenant.

3

3. Use of Premises

Tenant shall use the Premises in a careful, safe, proper, and lawful manner, solely for banking, related financial services, insurance counseling and sales, brokerage and related consulting services, and such other uses as are customarily provided and performed by a national banking institution at any time during the term of this Lease. Tenant will not use or occupy the Premises, or permit the Premises to be used or occupied, for any purpose or activity not specified in this section, or for any unlawful purpose or activity.

4. Term of Lease

A. Commencement of Lease and Original Term The term of this Lease is FIFTEEN (15) years. Tenant and Landlord agree that Landlord shall complete construction of the Premises, together with all of the Landlord’s Improvements defined in Exhibit B, all of which are specified on the plans and specifications referenced above and on Exhibit A and/or Exhibit B within four (4) months after Landlord’s receipt of the Tenant’s Specifications. Provided Tenant has delivered Tenant’s Specifications to Landlord on or before July 15, 1999, then Landlord shall complete construction of the Premises on or before December 1, 1999. If Tenant should fail to deliver Tenant’s Specifications to Landlord by July 15, 1999, then Landlord shall be entitled to an extension of the above-referenced completion date for a period of time which is equal to the number of days after July 15, 1999, until the Tenant’s Specifications have been delivered to Landlord, and thereafter Landlord shall complete the Premises within four (4) months after receipt of the Tenant’s Specifications. Upon such completion of the Premises, Landlord shall deliver possession of the Premises to Tenant hereunder. In each case set forth above, provided Tenant and Tenant’s contractors have been given reasonable access to the Premises and the opportunity to complete the Tenant Improvements during Landlord’s construction of the Premises, then the Lease term hereof shall commence two weeks after Landlord has completed the Premises, has obtained a certificate of occupancy therefore, and has advised Tenant thereof in writing. However, Landlord and Tenant agree that if Landlord’s completion of the Premises is delayed beyond February 1, 2000, solely as a result of Tenant’s failure to deliver Tenant’s Specifications to Landlord on or before October 1, 1999, then the term of this Lease shall commence on February 1, 2000, and rents to be paid hereunder by Tenant shall commence as of such date. In such case, Landlord shall still be required to diligently complete construction of the Premises in a period which shall not be longer than four (4) months from and after the date upon which the Tenant’s specifications were delivered to Landlord.

Landlord and Tenant further agree that if Tenant delivers the Tenant’s Specifications to Landlord on or before July 15, 1999, then regardless of the date that Landlord completes the Premises, the term of this Lease shall not commence before December 14, 1999 unless Tenant agrees thereto in writing. Further, Landlord agrees that regardless of the date that Landlord receives the Tenant Specifications, if Landlord fails to complete the Premises in accordance with the terms hereof within four (4) months after receiving such Specifications, except for delays caused by events of Force Majeure as defined below, then after Tenant has had the above referenced two week period to move into the Premises, Tenant shall be entitled to an additional rent free period after the commencement date which is equal to Landlord’s delay in completing

4

completing the Premises beyond the four (4) month construction period set forth herein. Tenant may apply such rental credit to the first month rental payment due hereunder, and to such subsequent rental payments until such time as such rental credit has been exhausted.

Tenant and Landlord herein agree to execute a certificate verifying the date of commencement of the term of this Lease after the same has commenced hereunder. Thereafter, the initial term hereof shall run for the fifteen (15) year period set forth above. Under no circumstances shall rent be due and payable hereunder prior to the commencement date for the term hereof.

B. Extension of Lease At the end of the term, and provided Tenant is not materially in default hereunder, Tenant may extend the Lease for four additional terms of five years each, after the expiration of the original term, such terms being hereinafter referred to as the “ Extension Terms.” These options shall be exercised by Tenant’s giving Landlord written notice of the intention to extend at least six (6) months prior to the expiration of the original term or any Extension Term thereafter. The fixed rental rate during the first Extension Term shall be the original fixed rental rate adjusted by increases in the Consumer Price Index during the initial term. Such changes in the Consumer Price Index shall be measured by use of the Consumer Price Index (all items figures for all urban consumers for the City of Cleveland, Ohio base year 1982 - 1984 = 100) published by the Bureau of Labor Statistics, Department of Labor, popularly referred to as the “Cost of Living Index,” or its successor then in effect. If the base year selected by the U.S. Department of Labor is changed, then the resultant Cost of Living Index shall be readjusted to reflect the base initially established under this Lease. If there is no such index still published at the time of the extension, Landlord shall designate a new index to be used as near as possible to the Cost of Living Index. The Cost of Living Index as of the first day of the original term of the Lease herein shall be ascertained and compared with the same as of the date which is thirty (30) days prior to Tenant’s deadline for exercising its option to extend hereunder. If the Cost of Living Index has increased between the aforementioned dates, then the annual lease rental rate shall be increased in the same proportion as the aforesaid increase in the Cost of Living Index to obtain the basic monthly rental to be paid during the first Extension Term. The fixed rental rate to be paid during the second, third and fourth Extension Terms shall be the fixed rental rate paid during the preceding Extension Term, adjusted by increases, if any, in the Consumer Price Index during the preceding Extension Term. In order to calculate such an increase, the Consumer Price Index used in the last year of the immediately preceding term of the Lease to determine the rental rate to be paid during the then current term, will be compared with the Index as it appears on the date which is thirty (30) days prior to Tenant’s deadline for exercising its next option to extend hereunder.

C. Holdover Tenancy If Tenant has not exercised an option to extend but continues to occupy the Premises at the end of the original or any Extension Term, such action constitutes renewal of the Lease on a month to month basis, subject to termination by Landlord or Tenant on thirty days written notice to Tenant or Landlord. The rental rate to be paid during the holdover period shall be equal to One Hundred Ten Percent (110%) of the rental rate paid during the immediately preceding term hereof.

5

5. Rental Payments

A. Rent The annual rent to be paid by Tenant for the Premises shall be Ten Dollars ($10.00) per square foot of interior floor space (3,920 square feet) within Suite A, per annum and Two Dollars ($2.00) per square foot of area (1,500 square feet) covered by the Drive Through Area per annum.. Subject to the final “as built” determination of the interior square footage contained in the Premises, the annual rent to be paid hereunder shall be equal to the sum of Forty-Two Thousand Two Hundred Dollars ($42,200.00) per year. Such annual rent shall be paid in monthly installments in the amount of Three Thousand Five Hundred Sixteen and 67/100 Dollars ($3,516.67) per month. The first installment of rent is due and payable on the day the term begins as provided in Section 4 above. If the term begins other than on the first day of the month, the fixed rent for the initial month shall be reduced pro rata. Subsequent installments are due and payable on the first day of each month thereafter during the term hereof, until the termination hereof. Tenant shall send all such rental payments to Landlord at: 1130 Riffel Road, Wooster, Ohio 44691, or at such other address as Landlord may designate in writing. Notwithstanding any other provisions set forth herein, Landlord agrees that Tenant is entitled to a grace period of fifteen (15) days after receipt of notice of non-payment of rent hereunder, prior to any breach being declared hereunder, or any penalty or interest accruing on such delinquent payment being due and owing hereunder.

B. Late charges If a rental payment is not made within fifteen (15) days after Tenant has received notice from Landlord of non-payment thereof, Tenant will be charged 5% of the unpaid portion of the regularly scheduled payment, or $35.00, whichever is greater.

6. Utilities

Tenant shall pay for gas, electricity, telephone, water, and sewer service utilized by Tenant on the Premises. Landlord, at Landlord’s cost and expense, shall cause all utilities to be separately metered with the utility company supplying the service.

7. Trash Collection

Tenant shall adequately provide for janitorial services for the Premises. Tenant shall provide a dumpster or other suitable receptacle for the deposit of trash and garbage, and provide for regular collection from such receptacle. Tenant shall deposit all trash and garbage from the Premises into such receptacle. Landlord agrees that such dumpster or other receptacle may be located on the Property.

8. Operating Expenses

A. In addition to the base rent set forth above, Tenant shall pay Landlord on the first day of each month during the term of this Lease, a sum which is equal to one Twelfth (1/12) of Sixty-Five percent (65%) (“Tenant’s Prorated Share”) of the estimated annual real estate taxes to be levied upon the Building and the Property upon which the Premises is located and the estimated annual Operating Expenses incurred by Landlord in connection with the maintenance

6

and operation of the Building and the Premises and paid by Landlord in each calendar year during the term of this Lease, with proper adjustments to exclude any such charges for the portion of the first and last calendar years which precede commencement and follow expiration of this Lease, and to exclude any increases in such charges due to a change in the assessed value of any property, other than the Premises owned by Landlord. If not definitively established by invoice, the annual real estate taxes and Operating Expenses to be allocated to Tenant hereunder shall be estimated based upon such expenses incurred by Landlord during the preceding 12 month period. Each year during the term of this Lease, on or before January 31 ^st , Landlord shall provide to Tenant verification of the actual taxes and Operating Expenses paid by Landlord during the preceding year. If such taxes and Operating Expenses paid exceed the estimated amounts used in calculating Tenant’s Prorated Share, then Landlord shall invoice Tenant for the difference and Tenant shall pay such sum within 30 days of receipt of such invoice. If the estimate of taxes and Operating Expenses utilized by Landlord in calculating Tenant’s Prorated Share for the preceding year exceeded the actual taxes and Operating Expenses paid by Landlord, then Landlord shall, at its election, either refund such excess payment to Tenant within 30 days after delivery of such verification to Tenant, or credit such amount against Tenant’s next monthly payment(s) of base rent and taxes and Operating Expenses. Other than the monthly payment of Tenant’s Prorated Share of taxes and Operating Expenses set forth above, Tenant shall not be obligated in any manner to pay any other taxes or expenses incurred by Landlord in connection with the management, use and operation of the Premises, the Building and the Property, and Landlord shall be solely responsible for the timely payment thereof.

B. For the purpose of this Lease, Operating Expenses shall be defined as including ordinary and reasonable expenses incurred by Landlord in connection with the maintenance and operation of the Building and the Property, excluding such costs for maintenance and repairs which are Landlord’s responsibility hereunder. Such Operating Expenses shall include costs of landscaping, snow and ice removal, pest control, the cost of a maintenance agreement(s) covering the HVAC system(s) servicing the Building and the Premises, insurance premiums paid by landlord for property and casualty insurance on the Building and the related and appurtenant improvements and for liability insurance as required herein. However, the term Operating Expenses shall not include repairs, restoration, or other work occasioned by casualty, whether such casualty and loss is covered by insurance or not, any taxes charged or levied against Landlord (real estate taxes being covered elsewhere herein), expenses incurred by Landlord in leasing space, procuring tenants or marketing available leasehold space, leasing commissions, costs of completing tenant improvements, interest or principal payments on any mortgage or other indebtedness, or any salary or other compensation paid by Landlord to any employees, on any costs incurred by Landlord which are the responsibility of any other tenant or occupant in the Building to pay. In addition, Operating Expenses shall not include costs of any capital improvements, repairs or replacements completed by Landlord, unless such improvements are requested by Tenant and the cost thereof has been expressly approved by Tenant in writing.

7

9. Maintenance and repairs

A. During the term of this Lease, Tenant, at its expense, shall maintain the interior of the Premises in good condition, repair, and working order by (i) performing routine maintenance service to the electrical and plumbing systems, (ii) maintaining the interior paint and decorations, interior floor finish and coverings, (iii) performing routine maintenance to the commodes, lavatories, and other plumbing fixtures which are exposed in the interior of the Premises, and (iv) repairing and if necessary replacing venetian blinds, curtains and drapes, interior doors and window frames and replacement of all interior broken and cracked glass. However, notwithstanding the above, Tenant shall not be responsible for repair, replacement or maintenance expenses required as a result of damage caused by Landlord or by Landlord’s agents, or e