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                                                                    Exhibit 10.8


                        EMPLOYMENT AGREEMENT


      This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 1,
2002, by and between and among:

           COMMERCE NATIONAL BANK ("CNB"), a National
           Association, with its principal place of
           business at 100 E. Wilson Bridge Road,
           Worthington, Ohio 43085;

           CNBC BANCORP ("CNBC"), an Ohio corporation,
           with its principal place of business at 100 E.
           Wilson Bridge Road, Worthington, Ohio 43085;
           and

           PAMELA S. MILLER ("Miller"), residing at 4977
           Britton Farms Court, Hilliard, OH 43026.

      WHEREAS, CNB and CNBC (collectively the "Bank" unless the context
indicates one entity or the other) are engaged in the financial services
business; and

      WHEREAS, the Bank wishes to retain the services, knowledge, and abilities
of Miller as the Chief Financial Officer of CNB, and the Bank also desires to
prevent any other competitive business from securing Miller's services and
utilizing her experience, background and expertise; and

      WHEREAS, Miller is willing to continue in the employ of the Bank and
agrees to be bound by the terms and conditions of this Agreement as hereinafter
set forth; and

      WHEREAS, the Board of Directors of CNB and CNBC (the "Boards") have
determined that it is in the best interests of CNB and CNBC and their
shareholders to continue to employ Miller as Chief Financial Officer and that
CNB and CNBC should be bound by the terms and conditions of this Agreement, and
Miller desires to serve in that capacity.


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NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

      1.    CONTRACT PERIOD.

            The Bank shall continue to employ Miller, and Miller shall serve the
      Bank, on the terms and conditions set forth in this Agreement, for the
      period commencing on the date of this Agreement and ending on March 31,
      2005 (the "Contract Period"). However, the Contract Period may be extended
      beyond March 31, 2005, by mutual agreement of Miller and the Bank, in
      which event the Contract Period shall end on such date as agreed.

      2.    POSITION AND DUTIES.

            (a) During the Contract Period, Miller shall be the Chief Financial
      Officer of CNB with such duties and responsibilities as are assigned to
      her by the Chief Executive Officer consistent with her position. Miller
      shall, from time to time, and with the consent of the Chief Executive
      Officer, be entitled to delegate with appropriate supervision the
      performance of some of her duties and responsibilities to other management
      personnel of the Bank.

            (b) During the Contract Period, and excluding any periods of
      vacation and sick leave to which she is entitled, Miller shall devote her
      full attention and time during normal business hours to the business and
      affairs of the Bank, shall perform her services wherever the Boards may
      from time to time designate, and to the extent necessary to discharge the
      responsibilities assigned to her under this Agreement use her reasonable
      best efforts to carry out such responsibilities faithfully and
      efficiently. It shall not be considered a violation of the foregoing for



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      Miller to serve on corporate, civic or charitable boards or committees, so
      long as such activities do not compete with and are not provided to or for
      any entity that competes with or intends to compete with the Bank and do
      not interfere with the performance of her responsibilities as the Chief
      Financial Officer of CNB in accordance with this Agreement.

      3.    COMPENSATION AND BENEFITS.

            (a) BASE SALARY. During the Contract Period and for the remainder of
      the current calendar year which expires on December 31, 2002, Miller shall
      receive an annual base salary ("Annual Base Salary") of Ninety Four
      Thousand and Five Hundred Dollars ($94,500), payable in equal installments
      at intervals not less frequent than monthly. For the calendar year
      commencing January 1, 2003, and for each subsequent calendar year prior to
      the expiration of the Contract Period, an adjustment to Miller's Annual
      Base Salary shall be determined by the Chief Executive Officer.

            (b) SUPPLEMENTAL RETIREMENT BENEFIT. Miller currently has in place a
      Deferred Compensation Agreement dated December 31, 1997 by and between
      herself and the Bank and subsequently amended on October 4, 2001, a copy
      of which is attached as Exhibit A.

            (c) OTHER BENEFITS. During the Contract Period: (i) Miller shall be
      entitled to participate in all incentive, savings and retirement plans,
      practices, policies and programs of the Bank to the same extent as the
      other executive officers of the Bank; and (ii) Miller and/or Miller's
      family, as the case may be, shall be eligible for participation in, and
      shall receive all benefits under, all welfare benefit plans, practices,
      policies and programs provided by the Bank (including,


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      without limitation, medical, prescription, dental, disability, salary
      continuance, employee life insurance, group life insurance and accidental
      death insurance plans and programs) to the same extent as the other
      executive officers of the Bank. The benefits currently being provided to
      Miller are set forth on Exhibit B attached hereto.

            (d) EXPENSES. During the Contract Period, Miller shall be entitled
      to receive prompt reimbursement for all reasonable expenses incurred by
      her in carrying out her duties under this Agreement, provided that she
      complies with the policies, practices and procedures of the Bank for
      submission of expense reports, receipts, or similar documentation of such
      expenses.

            (e) VACATION. Miller shall be entitled to four (4) weeks of paid
      vacation during each full calendar year in the Contract Period.

            (f) OPTIONS. Annually, Miller shall be granted options to purchase
      shares of the common stock of CNBC in an amount equal to twenty percent
      (20%) of her Annual Base Salary for the immediately preceding year,
      subject however, to the anti-dilution adjustments, as and to the extent
      set forth in the CNBC Bancorp 1999 Stock Option Plan and as it may be
      subsequently amended, restated or replaced and as set forth in any future
      additional stock option plans (collectively the "Plans"), and subject also
      to any other limitations set forth in the Plans, including the limitation
      on the maximum number of options to be granted each year to any one
      individual.

            (g) DISABILITY POLICY. The Bank will annually reimburse Miller for
      the premium paid by her to maintain in force an individual disability
      income policy. The reimbursement shall be (i) made within ten (10) days
      following submission by Miller to the Bank of an expense report with
      appropriate supporting documentation and


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      (ii) treated as compensation to Miller and shall be subject to all
      appropriate withholdings.

      4.    TERMINATION OF EMPLOYMENT.

            (a) DEATH OR DISABILITY. Miller's employment shall terminate
      automatically upon her death during the Contract Period. The Bank shall be
      entitled to terminate Miller's employment during the Contract Period due
      to her Disability. "Disability" means that Miller has been unable, for a
      period of either (A) 90 consecutive calendar days or (B) an aggregate of
      120 calendar days in a period of 365 consecutive calendar days, to
      substantially perform her material duties under this Agreement, as a
      result of physical or mental illness or injury. A termination of Miller's
      employment by the Bank due to her Disability shall be communicated to her
      by written notice, and shall be effective on the 30th day after receipt of
      such notice by her (the "Disability Effective Date"), unless she returns
      to work and is able to substantially perform her duties in accordance with
      the provisions of Section 2 before the Disability Effective Date.

            (b) FOR CAUSE. The Bank may terminate Miller's employment during the
      Contract Period "For Cause". "For Cause" means:

                (i) The continued failure of Miller to substantially perform the
            duties and responsibilities of her position; or

                (ii) Illegal conduct or gross misconduct by Miller that results
            in material and demonstrable damage to the business or reputation of
            the Bank.

                (iii) With regards to Section 4(b)(i), the Bank shall be
            required to provide Miller with written notification regarding those
            duties and



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            responsibilities that it determines she has failed to substantially
            perform. The Bank must cite specific objectives, which it believes,
            would represent substantial performance and which Miller must meet.
            Further, the Bank must provide Miller with an appropriate and
            reasonable time frame to accomplish that substantial performance.
            Only upon Miller's failure to meet those specific objectives within
            the stated time frame will there be a right to terminate "For Cause"
            under Section 4(b)(i).

            Any act or failure to act by Miller that is based upon authority
            given her pursuant to a resolution duly adopted by the Boards, or
            the advice of counsel for the Bank, shall be conclusively presumed
            to be done, or omitted to be done, by Miller in good faith and in
            the best interests of the Bank, and shall not give rise to a
            termination For Cause under this Paragraph. Miller's termination For
            Cause shall be effective immediately unless the Bank states
            otherwise.

            (c) WITHOUT CAUSE. The Bank may terminate Miller's employment during
      the Contract Period "Without Cause." "Without Cause" means:

                (i) Termination of Miller's employment during the Contract
            Period by the Bank for any reason other than For Cause, Death or
            Disability.

            (d) FOR GOOD REASON. Miller's employment may be terminated by her
      during the Contract Period "For Good Reason." "For Good Reason" means:

                (i) The assignment to Miller of any duties inconsistent in any
            material respect with Paragraph (a) of Section 2 of this Agreement,
            or any other action by the Bank that results in a material
            diminution in her position, authority, duties or responsibilities,
            other than an isolated or an insubstantial and inadvertent action
            that is not taken in bad faith and is remedied by the


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            Bank within a reasonable period of time after receipt of written
            notice thereof from Miller; or

                (ii) Any material breach of this Agreement by the Bank, other
            than an isolated or an insubstantial and inadvertent breach that is
            not taken in bad faith and is remedied by the Bank within a
            reasonable period of time after receipt of written notice thereof
            from Miller. A material breach shall include, but not be limited to,
            a failure by the Bank to comply with any provision of Section 3 or
            Paragraph (c) of Section 10 of this Agreement.

                (iii)A termination of employment by Miller For Good Reason shall
            be communicated to the Bank by written notice ("Notice of
            Termination For Good Reason") of the termination, setting forth in
            reasonable detail the specific conduct of the Bank that constitutes
            For Good Reason and the specific provision(s) of this Agreement on
            which Miller relies. A termination of employment by Miller under
            Section 4(d) shall be effective on the fifth (5th) business day
            following the date when the Notice of Termination For Good Reason is
            given, unless the notice sets forth a later date (which date shall
            in no event be later than thirty (30) days after the notice is
            given) which is agreed to by the President or Board.

            (e) WITHOUT GOOD REASON. Miller's employment may be terminated by
      her during the Contract Period "Without Good Reason." "Without Good
      Reason" means:

                (i) Termination by Miller of her employment during the Contract
            Period for any reason other than those cited under For Good Reason.

            (f) NO WAIVER. The failure to set forth any fact or circumstance in
      a Notice of Termination For Cause or a Notice of Termination For Good
      Reason shall not constitute a waiver of the right to assert, and shall not
      preclude the party


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      giving notice from asserting, such fact or circumstance in an attempt to
      enforce any right under or provision of this Agreement.

            (g) DATE OF TERMINATION. The "Date of Termination" means the date of
      Miller's death, the Disability Effective Date, or the date on which the
      termination of Miller's employment by the Bank or by Miller is effective,
      as the case may be.

      5.    OBLIGATIONS OF THE BANK UPON TERMINATION.

            (a) "WITHOUT CAUSE" OR "FOR GOOD REASON". If Miller's employment is
      terminated during the Contract Period either by the Bank Without Cause as
      provided in Paragraph (c) of Section 4, or by Miller For Good Reason as
      provided in Paragraph (d) of Section 4, the Bank shall pay the amounts
      described in Subparagraphs (i)(A), (i)(B), and (i)(C) below to Miller or
      in the case of her death after commencement of payments, to her estate or
      beneficiary, and shall continue the benefits described in Subparagraph
      (ii) below until the completion of the payment of the amounts described in
      Subparagraph (i)(B) below:

                (i) The amounts to be paid are as follows:

                    A. Miller's accrued but unpaid cash compensation (the
                "Accrued Obligations"), which shall equal any portion of her
                Annual Base Salary through the Date of Termination that has not
                yet been paid; (2) any compensation previously deferred by
                Miller (together with any accrued interest or earnings thereon)
                that has not yet been paid; and (3) any accrued but unpaid
                vacation pay; and

                    B. Severance payments calculated on an annual basis and paid
                on a monthly basis, beginning one (1) month following the Date
                of Termination, and continuing for a total of six (6)
                consecutive


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                months. The monthly amount shall be determined by multiplying
                Miller's Annual Base Salary for the calendar year in which the
                Date of Termination occurs by a factor of one-half (0.5), then
                dividing by a factor of six (6).

                    C. Amounts accrued and vested under the Deferred
                Compensation Agreement dated December 31, 1997 and subsequently
                amended on October 4, 2001, attached as Exhibit A.

                (ii) The benefits to be continued are benefits to Miller and/or
            her family at least as favorable as those that would have been
            provided to them under Paragraph (c)(ii) of Section 3 of this
            Agreement if Miller's employment had continued until the completion
            of the payments of the amounts described in Subparagraph (i)(B)
            above; provided, however, that during any period when Miller is
            eligible to receive such benefits under another employer-provided
            plan, the benefits provided by the Bank under this subparagraph may
            cease. The foregoing notwithstanding, if the Bank is unable to
            continue to provide medical, life or disability benefits to Miller
            and/or her family on account of her or their ceasing to be eligible
            for those benefits under the terms of the applicable plan or policy,
            then the Bank will pay to Miller and/or her family on a monthly
            basis the cost of providing medical, life and disability insurance
            of substantially equal or better coverage.

                (iii) If the payments provided under this Agreement would
           constitute a "parachute payment" as defined in Section 280G of the
           Internal Revenue Code of 1986, as amended (the "Code"), such payments
           shall be reduced to the largest amount as will result in no portion
           of the benefit under Paragraph 5(a) being subject to the excise tax
           imposed by Section


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           4999 of the Code or being disallowed as deductions to the Bank under
           Section 280G of the Code.

           (b) FOR CAUSE; WITHOUT GOOD REASON. If Miller's employment is
      terminated during the Contract Period by the Bank For Cause as provided in
      Paragraph (b) of Section 4, or by Miller Without Good Reason as provided
      in Paragraph (e) of Section 4, then she shall be entitled to be paid the
      amounts described in Paragraph 5(a)(i)(A) and 5(a)(i)(C) only.

      6.   NON-EXCLUSIVITY OF RIGHTS.

           Nothing in this Agreement shall prevent or limit Miller's continuing
      or future participation in any plan, program, policy or practice provided
      by the Bank or any of its affiliated companies for which she may qualify,
      nor shall anything in this Agreement limit or otherwise affect such rights
      as Miller may have under any contract or agreement with the Bank. Vested
      benefits and other amounts that Miller is otherwise entitled to receive
      under any plan, policy, practice or program of, or any contract or
      agreement with the Bank on or after the Date of Termination shall be
      payable in accordance with such plan, policy, practice, program, contract
      or agreement, as the case may be, except as explicitly modified by this
      Agreement.

      7.   FULL SETTLEMENT.

           The Bank's obligation to make the payments provided for in, and
      otherwise to perform its obligations under, this Agreement shall not be
      affected by any


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      set-off, counterclaim, recoupment, defense or other claim, right or action
      that the Bank may have against Miller or others. In no event shall Miller
      be obligated to seek other employment or take any other action by way of
      mitigation of the amounts payable to Miller under any of the provisions of
      this Agreement and such amounts shall not be reduced, regardless of
      whether Miller obtains other employment so long as such other employment
      does not conflict with the obligations set forth in Section 9 below.

      8.   CONFIDENTIAL INFORMATION.

           Miller shall hold in a fiduciary capacity for the benefit of the Bank
      all secret or confidential information, knowledge or data relating to the
      Bank or any company affiliated therewith and their respective businesses
      that she obtains during her employment by the Bank and that is not public
      knowledge (other than as a result of Miller's violation of this Section 8)
      ("Confidential Information"). Miller shall not communicate, divulge or
      disseminate Confidential Information at any time during or after her
      employment with the Bank, except with the prior written consent of the
      Bank or as otherwise required by law or legal process.

      9.   NONCOMPETITION; NONSOLICITATION.

           (a) During the Contract Period and during the six (6) month period
      following the termination of her employment with the Bank (the
      "Restriction Period"), Miller shall not become associated with any entity,
      whether as a principal, partner, employee, consultant or shareholder
      (other than as a holder of not in excess of one percent (1%) of the
      outstanding voting shares of any company) that


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      is, or intends to be, engaged in any business which is in competition with
      the business of the Bank or any of its subsidiaries in any geographic area
      in which the Bank or any of its subsidiaries operates an office which
      employs at least one (1) person (a "Competitor"). The restrictive covenant
      set forth in this Paragraph (a) shall not apply, however, if the
      termination of Miller's employment is on account of the Bank exercising
      its right to terminate her employment under Paragraph (a) of Section 4 in
      the event of her Disability.

           (b) During the Contract Period and during the twelve (12) month
      period following the termination of her employment with the Bank (the
      "Nonsolicitation Period"), Miller shall not, directly or indirectly,
      encourage or solicit, or assist any other person or firm in encouraging or
      soliciting, any person that during the two year period preceding such
      termination of her employment with the Bank is or was engaged in a
      business relationship with the Bank or any of its subsidiaries to
      terminate its relationship with the Bank or any of its subsidiaries or to
      engage in a business relationship with a Competitor. The restrictive
      covenant set forth in this Paragraph (b) shall not apply, however, if the
      termination of Miller's employment is on account of the Bank exercising
      its right to terminate her employment under Paragraph (a) of Section 4 in
      the event of her Disability.

           (c) During the Nonsolicitation Period, Miller will not, except with
      the prior written consent of the Bank, directly or indirectly, induce any
      employee of the Bank or any of its subsidiaries to terminate employment
      with such entity, and will not, directly or indirectly, either
      individually or as owner, agent, employee, consultant or otherwise,
      employ, offer employment or cause employment to be offered to any person
      who is or was employed by the Bank or a subsidiary thereof unless such
      person shall have ceased to be employed by such entity for a period of at
      least six (6) months.


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           (d) Promptly following her termination of employment, Miller shall
      return to the Bank all property of the Bank, and all copies thereof in her
      possession or under her control, including, without limitation, all
      Confidential Information in whatever media such Confidential Information
      is maintained.

           (e) Miller acknowledges and agrees that the Restriction Period and
      the Nonsolicitation Period and the matters and territories covered thereby
      are fair and reasonable and the result of negotiation, and further
      acknowledges and agrees that the covenants and obligations of her in
      Section 8 and this Section 9 with respect to noncompetition,
      nonsolicitation, confidentiality and Bank property relate to special,
      unique and extraordinary matters and that a violation of any of the terms
      of such covenants and obligations will cause the Bank irreparable injury
      for which adequate remedies are not available at law. Therefore, Miller
      agrees that the Bank shall be entitled to an injunction, restraining order
      or such other equitable relief as a court of competent jurisdiction may
      deem necessary or appropriate to restrain her from committing any
      violation of such covenants and obligations. These injunctive remedies are
      cumulative and are in addition to any other rights and remedies the Bank
      may have at law or in equity.

      10.  SUCCESSORS.

           (a) This Agreement is personal to Miller and shall not be assignable
      by her otherwise than by will or the laws of descent and distribution.
      This Agreement shall inure to the benefit of and be enforceable by
      Miller`s legal representatives.

           (b) This Agreement shall inure to the benefit of and be binding upon
      the Bank and its successors and assigns.


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           (c) The Bank shall require any successor (whether direct or indirect,
      by purchase, merger, consolidation or otherwise (an "Acquisition")) to all
      or substantially all of the business and/or assets of the Bank expressly
      to assume and agree to perform this Agreement in the same manner and to
      the same extent that the Bank would have been required to perform it if no
      such succession had taken place. As used in this Agreement, "Bank" shall
      mean both the Bank as defined above and any such successor that assumes
      and agrees to perform this Agreement, by operation of law or otherwise.

      11.  MISCELLANEOUS.

           (a) This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of Ohio without reference to principles of
      conflict of laws. The captions of this Agreement are not part of the
      provisions hereof and shall have no force or effect. This Agreement may
      not be amended or modified except by a written agreement executed by the
      parties hereto or their respective successors and legal representatives.
           (b) All notices and other communications under this Agreement shall
      be in writing and shall be given by hand delivery to the other party or by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed as follows:


      IF TO MILLER:
      ------------

           Pam Miller
           4977 Britton Farms Court
           Hilliard, OH  43026


      IF TO THE BANK:
      --------------

           Commerce National Bank


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           100 East Wilson Bridge Road
           Worthington, OH  43085

           Attention:  Chief Executive Officer

      Or to such other address as either party furnishes to the other in writing
      in accordance with this paragraph. Notices and communications shall be
      effective when actually received by the addressee.

           (c) The invalidity or lack of enforceability of any provision of this
      Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement.

           (d) Notwithstanding any other provision of this Agreement, the Bank
      may withhold from amounts payable under this Agreement all Federal, state,
      local and foreign taxes that are required to be withheld by applicable
      laws or regulations.

           (e) Miller's or the Bank's failure to insist upon strict compliance
      with any provision of, or to assert any right under, this Agreement
      (including, without limitation, the right of Miller to terminate
      employment For Good Reason pursuant to Paragraph (d) of Section 4 of this
      Agreement) shall not be deemed to be a waiver of such provision or right
      or of any other provision of or right under this Agreement.





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      IN WITNESS WHEREOF, Miller has hereunto set her hand and, pursuant to the
authorization of their Board of Directors, CNB and CNBC have caused this
Agreement to be executed in their name on their behalf, all as of the day and
year first above written.


COMMERCE NATIONAL BANK                    Pamela S. Miller, INDIVIDUAL



By:                                       By:
   -----------------------                    ---------------------
Thomas D. McAuliffe                       Pamela S. Miller
Chief Executive Officer and President



CNBC BANCORP



By:
   -----------------------
Thomas D. McAuliffe
Chairman





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                       Exhibit B - Benefits



Commerce National Bank 401(k) Savings Plan and Trust
Medical and Prescription Plan Insurance
Medical Flexible Spending Account
Dental, Vision and Well-Care Reimbursement Plan
Group Life and Accidental Death and Dismemberment (AD&D) Insurance
Voluntary Life and Accidental Death and Dismemberment (AD&D) Insurance
Sick Days
Bank Short Term Disability Plan
Group Long Term Disability Insurance
Health Club Reimbursement
Paid Federal Holidays
Floating Holidays



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