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Exhibit 10.8


                          WESTERN RESERVE BANCORP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                             ARTICLE I. INTRODUCTION

        SECTION 1.01 PURPOSE. The purpose of this Employee Stock Purchase Plan
(the "Plan") is to provide employees of Western Reserve Bancorp, Inc., an Ohio
corporation (the "Company"), and its subsidiaries and related corporations with
an opportunity to share in the ownership of the Company by providing them with a
convenient means for regular purchases of the Company's Common Stock, without
par value per share, and thus to develop a stronger incentive to work for the
continued success of the Company.

        SECTION 1.02 NONQUALIFIED PLAN. It is not intended that the Plan be a
qualified plan under the Internal Revenue Code of 1986, as amended (the "Code").
All Employees in the Plan will have the same rights and privileges consistent
with the provisions of the Plan.

        SECTION 1.03 DEFINITIONS. For purposes of the Plan, the following terms
will have the meanings set forth below:

                (a) "Affiliate" means any parent or subsidiary corporation of
        the Company, as defined in Section 424(e) and 424(f) of the Code,
        whether now or hereafter acquired or established.

                (b) "Committee" means the committee appointed under Section
        7.01.

                (c) "Company" means Western Reserve Bancorp, Inc., an Ohio
        corporation, and its successors by merger or consolidation.

                (d) "Employee" means any employee of the Company or an
        Affiliate, including an officer.

                (e) "Fair Market Value" as of a given date means the value of
        the Common Stock as reasonably determined by the Committee, but which is
        not less than the midpoint between the highest and lowest price per
        share for transactions in the Company's Common Stock over the twenty
        business days immediately preceding the date as of which the Fair Market
        Value of the Company's Common Stock is being determined.

                (f) "Plan" means this Western Reserve Bancorp, Inc. Employee
        Stock Purchase Plan.

                (g) "Purchase Period" means a calendar quarter, or such other
        period beginning and ending on such business days as may be designated
        by the Committee.


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                (h) "Stock" means the Company's Common Stock, without par value,
        as it may be adjusted for changes in the stock of the Company as
        described in Article VIII of the Plan.


                    ARTICLE II. ELIGIBILITY AND PARTICIPATION

        SECTION 2.01 ELIGIBLE EMPLOYEES. All Employees are eligible to
participate in the Plan.

        SECTION 2.02 ELECTION TO PARTICIPATE. An Employee may elect to
participate in the Plan for a given Purchase Period by filing a form provided by
the Company and by the Employee having regular payroll deductions or paying cash
to the Company for such purchases at any time during the Purchase Period.

        SECTION 2.03 VOLUNTARY PARTICIPATION. An Employee's participation in the
Plan is voluntary and participation is not a condition of employment nor does
participation guarantee that an Employee will be retained as an employee.


                      ARTICLE III. RIGHT TO PURCHASE SHARES

        SECTION 3.01 NUMBER OF SHARES. Each Employee will have the right to
purchase during the Purchase Period any number of whole shares of Stock at the
price specified in Section 3.02, subject to the limitation that no more than
$3,000 may be used to purchase Stock under the Plan by any one Employee in any
one calendar year. However, if the purchases for all Employees would otherwise
cause the aggregate number of shares of Stock to be sold under the Plan to
exceed the number specified in Section 7.03, each Employee will be allocated a
pro rata portion of the Stock to be sold.

        SECTION 3.02 PURCHASE PRICE. The purchase price for a Purchase Period
shall be the Fair Market Value as reasonably determined by the Committee as of
the last business day of the Purchase Period.


                         ARTICLE IV. NONTRANSFERABILITY

        SECTION 4.01 NONTRANSFERABLE RIGHT TO PURCHASE. The right to purchase
Stock under this Plan may not be assigned, transferred, pledged or hypothecated
(whether by operation of law or otherwise) and will not be subject to execution,
attachment or similar process.


                          ARTICLE V. FORM OF OWNERSHIP

        SECTION 5.01 DELIVERY. The Company may maintain the interest of
Employees in the Plan in uncertificated form. Promptly after the last day of
each Purchase Period and subject to the terms and conditions as the Committee in
its sole discretion may impose, the Company will


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deliver to the Employee a report showing his or her ownership interest, or, at
the option of the Company, the Company may deliver a certificate representing
the Stock purchased during the Purchase Period under the terms of the Plan.

        SECTION 5.02 SECURITIES LAWS. The Company shall not be required to issue
or deliver any certificate representing Stock prior to registration under the
Securities Act of 1933, as amended or the Company determining an exemption from
such registration is available, and registration, qualification or obtaining an
appropriate exemption under any applicable state law. The delivery of
certificates may be deferred until such registration or determination of
exemption is accomplished. In the event an exemption from registration is relied
upon to issue Stock under this Plan, the Company may impose restrictions on the
transfer on the stock as it deems necessary or appropriate.

        SECTION 5.03 COMPLETION OF PURCHASE. An Employee will have no interest
in the Stock purchased until an appropriate entry is made on the records of the
Company if the stock is to be held in uncertificated form, or until a
certificate representing the Stock is issued to the Employee.

        SECTION 5.04 FORM OF OWNERSHIP. The uncertificated interests in book
entry form or the stock certificates representing Stock issued under the Plan
will be registered in the name of the Employee, jointly in the name of the
Employee and another person, or in a trust for the benefit of the Employee, as
the Employee may direct on a form provided by the Company.


                   ARTICLE VI. EFFECTIVE DATE AND AMENDMENT OR
                               TERMINATION OF PLAN

        SECTION 6.01 EFFECTIVE DATE. The Plan will become effective on January
1, 2004.

        SECTION 6.02 POWERS OF BOARD/TERMINATION. The Board of Directors of the
Company may at any time amend or terminate the Plan. The Plan shall remain in
place until terminated by the Board of Directors of the Company or until all
shares of Stock authorized under the Plan have been issued.


                           ARTICLE VII. ADMINISTRATION

        SECTION 7.01 APPOINTMENT OF COMMITTEE. The Board of Directors of the
Company shall appoint a Committee to administer the Plan consisting of three or
more persons (who may but need not be directors of the Company or of an
Affiliate). The Board will determine the size of the Committee and will have the
power to remove and replace the members. Until otherwise decided by the Board of
Directors, the Compensation Committee of the Board of Directors of the Company
shall act as the designated Committee.

        SECTION 7.02 POWERS OF COMMITTEE. Subject to the provisions of the Plan,
the Committee will have full authority to administer the Plan, including
authority to interpret and


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construe any provision of the Plan, to establish deadlines by which the various
administrative forms must be received in order to be effective, and to adopt
such other rules and regulations for administering the Plan as it may deem
appropriate. The Committee shall have full authority to determine whether all or
any part of the Stock acquired pursuant to the Plan shall be subject to
restrictions on the transferability thereof or any other restrictions affecting
in any manner an Employee's rights with respect thereto. Any such restrictions
shall be contained in the form by which an Employee elects to participate in the
Plan pursuant to Section 2.02, or, with respect to "affiliates" of the Company,
as defined in Rule 144 of the Securities and Exchange Commission, as set forth
in such legend or stop order placed on the certificates or uncertificated
interests in book entry form representing Stock issued under the Plan as the
Board of Directors or Committee shall determine. Decisions of the Committee will
be final and binding on all parties who have an interest in the Plan.


        SECTION 7.03 STOCK TO BE SOLD. The Stock to be issued and sold under the
Plan may be treasury stock or authorized but unissued Stock. Except as provided
in Section 8.01, the aggregate number of shares of Stock to be sold under the
Plan will not exceed 5,000 common shares.

        SECTION 7.04 NOTICES. Notices to the Committee should be addressed as
follows:

                          Western Reserve Bancorp, Inc.
                          4015 Medina Road
                          Medina, Ohio  44256
                          Attention:    Compensation Committee - Employee Stock
                                        Purchase Plan


                      ARTICLE VIII. ADJUSTMENT FOR CHANGES
                               IN STOCK OF COMPANY

        SECTION 8.01 STOCK DIVIDEND OR RECLASSIFICATION. If the outstanding
shares of Stock are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or otherwise, an appropriate adjustment shall be made in the maximum
numbers and/or kind of securities to be sold under this Plan with a
corresponding adjustment in the purchase price to be paid.


                           ARTICLE IX. APPLICABLE LAW

        Rights to purchase Stock granted under this Plan shall be construed and
shall take effect in accordance with the laws of the State of Ohio.