<PAGE> 1
Exhibit 4.2
-----------------------------------
SEE RESTRICTIONS ON REVERSE SIDE
-----------------------------------
OHIO LEGACY
NUMBER SHARES
AS CORPORATION
incorporated under the laws of the State of Ohio
----------------
CUSIP:
This Certifies that ----------------
is the owner of
SEE REVERSE FOR
CERTAIN DEFINITIONS
FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE, OF
OHIO LEGACY CORPORATION
(hereinafter called the "Corporation"), transferable on the books of
the Corporation by the holder hereof, in person or by duly authorized
attorney, upon the surrender of this certificate properly endorsed. By
the acceptance of this certificate and the shares represented hereby,
the holder hereof assents to and agrees to be bound by all of the
provisions of the Articles of Incorporation and Regulations of the
Corporation, copies of which are on file with the Transfer Agent.
This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
WITNESS, the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated,
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED- TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE> 2
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT______Custodian_______
(Cust) (Minor)
TEN ENT-as tenants by the entireties under Uniform Gifts to Minors
JTTEN -as joint tenants with right of Act______________________
survivorship and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
Transfer of the securities represented by this Certificate is subject to
the provisions of Article EIGHTH of the Corporation's Articles of Incorporation
as the same may be in effect from time to time. Upon written request delivered
to the Secretary of the Corporation at its principal place of business, the
Corporation will mail to the holder of this Certificate a copy of such
provisions without charge within five (5) days after receipt of written request
therefor. By accepting this Certificate the holder hereof acknowledges that it
is accepting same subject to the provisions of said Article EIGHTH as the same
may be in effect from time to time and covenants with the Corporation and each
holder thereof from time to time to comply with the provisions of said Article
EIGHTH as the same may be in effect from time to time.
For Value Received, HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________ OF THE SHARES
REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE
AND APPOINT_____________________________________________________________ATTORNEY
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED_______________________________
______________________________________
______________________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By
_______________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17 Ad-15.
--------------------------------------------------------------------------------
THIS SPACE MUST NOT BE COVERED IN ANY WAY
--------------------------------------------------------------------------------