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                                                                    Exhibit 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
dated as of March 1, 1998, as amended and restated effective December 31, 1998,
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

                  THOMAS D. MCAULIFFE ("McAuliffe"), residing at 4187 Olentangy
                  Blvd., Columbus, Ohio 43214.

         WHEREAS, CNB and CNBC (collectively the "Bank" unless the context
indicates one entity or the other) are engaged in the financial services
business, and the services of McAuliffe have been an invaluable factor
contributing to the prior success enjoyed by the Bank; and

         WHEREAS, the Bank wishes to retain the services, knowledge, and
abilities of McAuliffe as the President and Chief Executive Officer of the Bank,
and the Bank also desires to prevent any other competitive business from
securing McAuliffe's services and utilizing his experience, background and
expertise; and

         WHEREAS, McAuliffe 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 McAuliffe as President and Chief Executive
Officer and that CNB and CNBC should be bound by the terms and conditions of
this Agreement, and McAuliffe 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 McAuliffe, and McAuliffe 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 February 28, 2003
(the "Contract Period"). However, the Contract Period may be extended beyond
February 28, 2003, by mutual agreement of McAuliffe 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, McAuliffe shall be the
         President and Chief Executive Officer of CNB and CNBC with such duties
         and responsibilities as are assigned to him by the Boards consistent
         with his position as Chief Executive Officer of both entities.
         McAuliffe shall, from time to time, and with the consent of the Boards,
         be entitled to delegate with appropriate supervision the performance of
         some of his 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 he is entitled, McAuliffe shall devote
         his full attention and time during normal business hours to the
         business and affairs of the Bank and shall perform his services
         primarily at the Bank's headquarters, wherever the Boards may from time
         to time designate it to be, and to the extent necessary to discharge
         the responsibilities assigned to him under this Agreement, use his
         reasonable best efforts to carry out such responsibilities faithfully
         and efficiently. It shall not be considered a violation of the
         foregoing for McAuliffe to (i) serve on corporate, civic or charitable
         boards or committees, (ii) deliver lectures, fulfill speaking
         engagements or teach at educational institutions and (iii) manage
         personal

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         investments, 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 his
         responsibilities as the President and Chief Executive Officer of the
         Bank 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,
         1998, McAuliffe shall receive an annual base salary ("Annual Base
         Salary") of One Hundred Forty Thousand Dollars ($140,000), payable in
         equal installments at intervals not less frequent than monthly. For the
         calendar year commencing January 1, 1999, and for each subsequent
         calendar year prior to the expiration of the Contract Period, McAuliffe
         shall receive an increase in his then Annual Base Salary in an amount
         which shall be determined by the Boards, or its designated committee,
         but in no event shall the percentage increase be less than fifty
         percent (50%) of the percentage increase in the diluted earnings per
         common share of CNBC (the "EPS") during the immediately preceding year
         over the prior year. In no event shall the Annual Base Salary then
         currently being paid be decreased. In calculating the application of
         the fifty percent (50%) provision where there is an increase in the EPS
         for a year following a year in which there has been a decrease in the
         EPS, the minimum percentage increase in the Annual Base Salary shall be
         fifty percent (50%) of the sum of the percentage decrease in EPS of the
         earlier year and the percentage increase in EPS for the later year.
         Exhibit A attached hereto contains example calculations which
         illustrate the provisions of this Subparagraph (a).

                  (b) BONUS. In addition to the Annual Base Salary, McAuliffe
         may be awarded, for each calendar year or portion of a calendar year
         ending during the Contract Period, an annual bonus (the annual bonus
         from time to time in effect for the then current calendar year

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         is referred to as the "Annual Bonus"). The Annual Bonus will be as
         determined by the Boards, or its designated committee. Any such Annual
         Bonus shall be paid in a single cash lump sum no later than ninety (90)
         days after the end of the calendar year for which the Annual Bonus is
         awarded.

                  (c) SUPPLEMENTAL RETIREMENT BENEFIT. During the Contract
         Period, the Bank shall contribute the sum of Twenty-Five Thousand
         Dollars ($25,000.00) each full calendar year, prorated on a daily basis
         for partial calendar years, to the trustee of a certain trust (the
         "Trust") established by the Bank pursuant to the terms of a Severance
         Benefit Trust Agreement (the "Trust Agreement") of even date herewith.
         McAuliffe shall be entitled to receive payments from the Trust in
         accordance with the terms of this Agreement and the Trust Agreement.

                  (d) OTHER BENEFITS. During the Contract Period: (i) McAuliffe
         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)
         McAuliffe and/or McAuliffe'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, without limitation, medical, prescription, dental,
         disability, salary continuance, employee life insurance, group life
         insurance, accidental death and travel accident insurance plans and
         programs) to the same extent as the other executive officers of the
         Bank. The benefits currently being provided to McAuliffe are set forth
         on Exhibit B attached hereto.

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

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                  (f) VACATION. McAuliffe shall be entitled to four (4) weeks of
         paid vacation during each full calendar year in the Contract Period.
         Further, beginning with the calendar year 2000, he shall be entitled to
         five (5) weeks of paid vacation.

                  (g) OPTIONS. Annually, McAuliffe shall be granted options to
         purchase shares of the common stock of CNBC in an amount equal to
         twenty percent (20%) of his 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 1996 Non-Qualified
         Stock Option Plan (as amended and restated March 18, 1997), and as it
         may be subsequently amended, restated or replaced (collectively the
         "Plan"), and subject also to any other limitations set forth in the
         Plan, including the limitation on the maximum number of options to be
         granted each year to any one individual.

                  (h) LIFE INSURANCE. In addition to any group life insurance
         coverage provided to McAuliffe by the Bank under Paragraph (d) above,
         the Bank will continue in force and will pay the premiums for an
         individual life insurance policy on McAuliffe's life in the face amount
         of Two Million Dollars ($2,000,000) or any replacement thereof.
         McAuliffe will have the right to designate the beneficiary of this
         policy or any replacement thereof.

                  (i) DISABILITY POLICY. The Bank will annually reimburse
         McAuliffe for the premium paid by him to maintain in force an
         individual disability income policy. The reimbursement shall be (i)
         made within ten (10) days following submission by McAuliffe to the Bank
         of an expense report with appropriate supporting documentation and (ii)
         treated as compensation to McAuliffe and shall be subject to all
         appropriate withholdings.

         4. TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR DISABILITY. McAuliffe's employment shall
         terminate automatically upon his death during the Contract Period. The
         Bank shall be entitled to terminate

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         McAuliffe's employment during the Contract Period due to his
         Disability. "Disability" means that McAuliffe has been unable, for a
         period of either (A) 120 consecutive calendar days or (B) an aggregate
         of 180 calendar days in a period of 365 consecutive calendar days, to
         substantially perform his material duties under this Agreement, as a
         result of physical or mental illness or injury. A termination of
         McAuliffe's employment by the Bank due to his Disability shall be
         communicated to him by written notice, and shall be effective on the
         30th day after receipt of such notice by him (the "Disability Effective
         Date"), unless he returns to work and is able to substantially perform
         his duties in accordance with the provisions of Section 2 before the
         Disability Effective Date. For and during any period prior to the Bank
         electing to terminate McAuliffe's employment due to his Disability,
         when he is receiving partial or full disability income benefits from
         either the Bank provided group policy or his individual disability
         income policy referred to in Paragraph (i) of Section 3 above, the
         Annual Base Salary paid to him shall be reduced in order to give the
         Bank credit for the partial or full disability income benefits being
         received by McAuliffe.

                  (b) CAUSE. The Bank may terminate McAuliffe's employment
         during the Contract Period "For Cause" or "Without Cause." "For Cause"
         means:

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

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

                  With regards to Section 4(b)(i), the Bank shall be required to
         provide McAuliffe with written notification regarding those duties and
         responsibilities which it determines he has failed to substantially
         perform. The Bank must cite specific objectives which it believes would
         represent substantial performance and which must be met by McAuliffe.
         Further, the Bank must provide McAuliffe with an appropriate and
         reasonable time frame to accomplish

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           that substantial performance. Only upon McAuliffe'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 McAuliffe that is based upon
         authority given him 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 McAuliffe in good faith
         and in the best interests of the Bank, and shall not give rise to a
         termination For Cause under this Paragraph. McAuliffe's termination For
         Cause shall be effective immediately unless the Bank states otherwise.

               "Without Cause" shall be termination of McAuliffe's employment
         during the Contract Period by the Boards for any reason other than For
         Cause, Death or Disability.

                  (C) GOOD REASON.

                      (i) McAuliffe's employment may be terminated by him during
                  the Contract Period for "Good Reason" or "Without Good
                  Reason." "Good Reason" means:

                                    A. The assignment to McAuliffe of any duties
                           inconsistent in any respect with Paragraph (a) of
                           Section 2 of this Agreement, or any other action by
                           the Bank that results in a material diminution in his
                           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 Bank within a reasonable period of
                           time after receipt of written notice thereof from
                           McAuliffe; or

                                    B. 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 McAuliffe. A material breach

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                           shall include, but not be limited to, a failure by
                           the Bank to comply with any provision of Section 3,
                           Section 6 or Paragraph (c) of Section 11 of this
                           Agreement.

                          (ii) A termination of employment by McAuliffe 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 Good Reason and the specific
                  provision(s) of this Agreement on which McAuliffe relies. A
                  termination of employment by McAuliffe for Good Reason 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).

                          (iii) "Without Good Reason" shall be termination by
                  McAuliffe of his employment during the Contract Period for any
                  reason other than those cited under for Good Reason or "change
                  in control" (as hereafter defined).

                  (d) Change In Control. McAuliffe's employment may be
         terminated by him for any reason in the event that during the Contract
         Period there has been a "change in control" of the Bank (as defined
         below). Solely for the purposes of applying the provisions of the
         immediately preceding sentence, if McAuliffe elects to terminate his
         employment due to a change in control, then the Date of Termination
         shall be the date selected by McAuliffe when he ceases to be employed
         by the Bank.

                          (i) For purposes of this Paragraph (d), a change in
                  control shall be deemed to occur:

                                    A. When any "person" as defined in
                           section (a)(9) of the Securities Exchange Act of 1934
                           (the "Exchange Act") and as used in sections 13(d)
                           and 14(d) thereof, including a "group" as defined in
                           section 13(d) of the Exchange Act,

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                           but excluding CNBC and any subsidiary of CNBC, any
                           employee benefit plan sponsored or maintained by CNBC
                           or CNB or any subsidiary of CNBC (including any
                           trustee of such plan acting as trustee), and
                           McAuliffe or any affiliate of McAuliffe, directly or
                           indirectly, becomes the "beneficial owner" (as
                           defined in Rule 13d-3 under the Exchange Act, as
                           amended from time to time) of securities of CNBC
                           representing twenty percent (20%) or more of the
                           combined voting power of CNBC's then outstanding
                           securities;

                                    B. When, during any period of twenty-four
                           (24) consecutive months during the term of this
                           Agreement, the individuals who, at the beginning of
                           such period, constitute the Board of Directors of
                           CNBC (the "Incumbent Directors") cease for any reason
                           other than death to constitute at least a majority
                           thereof; provided, however, that a director who was
                           not a director at the beginning of such 24-month
                           period shall be deemed to have satisfied such
                           24-month requirement (and be an Incumbent Director)
                           if such director was elected by, or on the
                           recommendation or with the approval of, at least
                           sixty-seven percent (67%) of the directors who then
                           qualified as Incumbent Directors either actually
                           (because they were directors at the beginning of such
                           24-month period) or by prior operation of this
                           Subparagraph B; or

                                    C. When the shareholders of either CNBC or
                           CNB approve a merger or consolidation resulting in
                           the shareholders of CNBC immediately prior to the
                           merger or consolidation owning less than fifty
                           percent (50%) of the surviving entity immediately
                           following the merger or consolidation, or approve a
                           sale or disposition of all or substantially all of
                           either CNBC's or CNB's assets or a plan of partial or
                           complete liquidation.

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

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

         5. OBLIGATIONS OF THE BANK UPON TERMINATION.

                  (a) UPON CHANGE IN CONTROL. If McAuliffe elects to terminate
         his employment on account of the occurrence of a change in control, as
         defined in Paragraph (d) of Section 4, the Bank shall pay the amounts
         described in Subparagraph (i) below to McAuliffe or in the case of his
         death after commencement of payments to his 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) below:

                          (i) The amounts to be paid as described above are:

                                    A. McAuliffe's accrued but unpaid cash
                           compensation (the "Accrued Obligations"), which shall
                           equal any portion of his Annual Base Salary through
                           the Date of Termination that has not yet been paid;
                           (2) any compensation previously deferred by McAuliffe
                           (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

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                           Termination, and continuing for a total of one
                           hundred twenty (120) consecutive months. The annual
                           amount shall be determined by multiplying McAuliffe's
                           Annual Base Salary for the calendar year in which the
                           Date of Termination occurs by a factor of two and
                           nine-tenths (2.9), then dividing by a factor of ten
                           (10).

                          (ii) The benefits to be continued are benefits to
                  McAuliffe and/or his family at least as favorable as those
                  that would have been provided to them under Paragraph (d)(ii)
                  of Section 3 of this Agreement if McAuliffe's employment had
                  continued until the completion of the payments of the amounts
                  described in Subparagraph (i) above; provided, however, that
                  during any period when McAuliffe 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 benefits to McAuliffe and/or his family on account
                  of his or their ceasing to be eligible for those benefits
                  under the terms of the applicable plan or policy, then the
                  Bank will pay to McAuliffe and/or his family on a monthly
                  basis the cost of providing medical, life and disability
                  insurance of substantially equal or better coverage.

                          (iii) THIS SUBPARAGRAPH WAS INTENTIONALLY DELETED.

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

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                  (b) WITHOUT CAUSE: FOR GOOD REASON. If McAuliffe's employment
         is terminated during the Contract Period either by the Bank Without
         Cause as provided in Paragraph (b) of Section 4, or by McAuliffe for
         Good Reason as provided in Paragraph (c) of Section 4, the Bank shall
         pay the amounts described in Subparagraph 5(a)(i)(A) above to
         McAuliffe, shall continue to pay his Annual Base Salary for a period of
         one (1) year following the Date of Termination, and shall continue the
         benefits described in Subparagraph 5(a)(ii) above for a period of one
         year following the Date of Termination. Further, McAuliffe shall also
         be entitled to receive in a single payment, within thirty (30) days of
         the Date of Termination, all of the funds then either allocated or
         credited to McAuliffe under the Trust plus the before tax income
         received from the investment of those funds. The Bank shall be required
         to make a prorated contribution to the Trust of the amount required of
         it under Paragraph (c) of Section 3 for the calendar year in which the
         Date of Termination occurs, which contribution shall be made within the
         aforesaid thirty (30) day period. After the Date of Termination, the
         Bank shall be relieved of any further obligation to contribute to the
         Trust.

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

                  (d) EXPIRATION OF CONTRACT PERIOD. If McAuliffe's employment
         is terminated for any reason after the expiration of the Contract
         Period, he shall be entitled to receive in a single payment, within
         thirty (30) days of the Date of Termination, all of the funds then
         either allocated or credited to McAuliffe under the Trust plus the
         before tax income received from the investment of those funds.

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         6. FUNDING OF SUPPLEMENTAL RETIREMENT BENEFITS.

         Upon the occurrence of a "change in control" as defined in Paragraph
(d) of Section 4, then within ten (10) days thereafter the Bank shall contribute
to the trustee of the Trust in a single payment that amount which shall be
necessary to fully fund the benefit to be paid to McAuliffe by the Bank as
described in Paragraph (a)(i)(B) of Section 5. Furthermore, if the change in
control is due to the sale, merger or consolidation of either CNBC or CNB or the
assets of either of them, then such contribution will be required prior to the
date of the consummation of such sale, merger or consolidation. In determining
the amount necessary to fully fund the obligation, the Bank shall be entitled to
discount its future liability to McAuliffe by a rate equal to the interest rate
then being paid on United States Treasury obligations having a maturity of ten
(10) years.

         7. NON-EXCLUSIVITY OF RIGHTS.

         Nothing in this Agreement shall prevent or limit McAuliffe's continuing
or future participation in any plan, program, policy or practice provided by the
Bank or any of its affiliated companies for which he may qualify, nor shall
anything in this Agreement limit or otherwise affect such rights as McAuliffe
may have under any contract or agreement with the Bank. Vested benefits and
other amounts that McAuliffe 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.

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         8. 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 set-off, counterclaim, recoupment, defense or other claim, right or
action that the Bank may have against McAuliffe or others. In no event shall
McAuliffe be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to McAuliffe under any of the provisions of
this Agreement and such amounts shall not be reduced, regardless of whether
McAuliffe obtains other employment so long as such other employment does not
conflict with the obligations set forth in Section 10 below. The Bank agrees to
pay, as incurred, to the fullest extent permitted by law, all legal fees and
expenses that McAuliffe may reasonably incur as a result of any contest by the
Bank, McAuliffe or others of the validity or enforceability of, or liability
under, any provision of this Agreement, together with interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Internal Revenue Code of 1986, as amended, but only upon the condition that
the contest is in the context of or relates to a "change of control" as that
term is defined in Paragraph (d) of Section 4 above.

         9. CONFIDENTIAL INFORMATION.

         McAuliffe 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 he
obtains during his employment by the Bank and that is not public knowledge
(other than as a result of McAuliffe's violation of this Section 9)
("Confidential Information"). McAuliffe shall not communicate, divulge or
disseminate Confidential Information at any time during or after his employment
with the Bank, except with the prior written consent of the Bank or as otherwise
required by law or legal process.

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        10. NONCOMPETITION; NONSOLICITATION.

                  (a) During the Contract Period and during the two (2) year
         period following the termination of his employment with the Bank (the
         "Restriction Period"), McAuliffe 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 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 McAuliffe's employment is on account of the Bank
         exercising its right to terminate his employment under Paragraph (a) of
         Section 4 in the event of his Disability.

                  (b) During the Contract Period and during the two (2) year
         period following the termination of his employment with the Bank (the
         "Nonsolicitation Period"), McAuliffe 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 his 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 McAuliffe's employment is on account of the Bank
         exercising its right to terminate his employment under Paragraph (a) of
         Section 4 in the event of his Disability.

                  (c) During the Nonsolicitation Period, McAuliffe 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

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         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.

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

                  (e) McAuliffe 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 him in Section 9 and this Section 10 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,
         McAuliffe 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
         him 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.

                                      -16-

<PAGE>   17


        11. SUCCESSORS.

                  (a) This Agreement is personal to McAuliffe and, without the
         prior written consent of the Bank, shall not be assignable by him
         otherwise than by will or the laws of descent and distribution. This
         Agreement shall inure to the benefit of and be enforceable by
         McAuliffe's legal representatives.

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

                  (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.

        12. 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:

                                      -17-
<PAGE>   18

         If to McAuliffe:

                  Thomas D. McAuliffe
                  4187 Olentangy Blvd.
                  Columbus, Ohio 43214

         With a copy to:

                  Thomas J. Riley, Esq.
                  Hahn, Loeser & Parks
                  10 West Broad Street, Suite 1800
                  Columbus, Ohio 43215

         If to the Bank:

                  Commerce National Bank
                  100 East Wilson Bridge Road
                  Worthington, Ohio 43085

                  Attention:  Secretary

         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 unenforceability 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) McAuliffe'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 McAuliffe to
         terminate employment for Good Reason pursuant to Paragraph (c) 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.

                                      -18-
<PAGE>   19

         IN WITNESS WHEREOF, McAuliffe has hereunto set his 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



                                  By:
                                     -----------------------------------------
                                           John A. Romelfanger, Vice President
                                           & Chief Operating Officer



                                  CNBC BANCORP



                                  By:
                                     -----------------------------------------
                                           John A. Romelfanger, Vice President



                                  THOMAS D. McAULIFFE, INDIVIDUAL


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


                                      -19-


<PAGE>   20

                      Exhibit A-Earnings per Share Example


The following example serves to illustrate the calculation of the minimum salary
increase as prescribed by the contract.


                  Diluted Earnings         Percent Increase           Minimum
Year              Per Share                or (Decrease)              Increase
----              ---------                -------------              --------

1                  $1.80

2                  $2.12                       17.8%                   8.9%

3                  $1.56                      (26.4)%                  0.0%

4                  $2.30                       47.4%                  10.5%

5                  $2.45                        6.5%                   3.3%




                                      -20-

<PAGE>   21


                           Exhibit B -Benefits Summary

1)    401k Savings Plan, including 3% "base" contribution plus 50% "match"
      contribution up to 3% of pay
2)    Medical Plan
3)    Medical Flexible Spending Plan
4)    Section 125 Cafeteria Plan
5)    Dental/Vision Reimbursement Plan
6)    Group Life and Accidental Death and Dismemberment at maximum coverage
      of $200,000
7)    Paid Sick Leave
8)    Paid Short Term Disability Pay
9)    Paid Long Term Disability Pay
10)   Wellness Cost Reimbursement Plan


                                      -21-