<PAGE>

                                                                    Exhibit 10.3



                              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

               MARK SBROCHI ("Sbrochi"), residing at 3365 Anchorage Lane,
               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 Sbrochi as the Chief Credit Officer of CNB, and the Bank also
desires to prevent any other competitive business from securing Sbrochi's
services and utilizing his experience, background and expertise; and

         WHEREAS, Sbrochi has been employed by CNB beginning on January 2, 2001
("Original Hire Date"); and

         WHEREAS, Sbrochi 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, CNBC, and their shareholders
to continue to employ Sbrochi as Chief Credit Officer and that CNB and CNBC
should be bound by the terms and conditions of this Agreement, and Sbrochi
desires to serve in that capacity.


<PAGE>


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.       CONTRACT PERIOD.

                  The Bank shall continue to employ Sbrochi, and Sbrochi 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, 2007 (the "Contract Period"). However, the Contract
         Period may be extended beyond March 31, 2007, by mutual agreement of
         Sbrochi 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, Sbrochi shall be the Chief
         Credit Officer of CNB with such duties and responsibilities as are
         assigned to him by the Chief Executive Officer consistent with his
         position. Sbrochi 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 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, Sbrochi shall devote
         his full attention and time during normal business hours to the
         business and affairs of the Bank, shall perform his services wherever
         the Boards may from time to time designate, 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


                                      -2-
<PAGE>


         Sbrochi 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 his
         responsibilities as the Chief Credit 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, Sbrochi shall receive an annual base salary ("Annual Base
         Salary") of One Hundred Fifteen Thousand and Five Hundred Dollars
         ($115,500), 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, Sbrochi shall receive an increase in his then
         Annual Base Salary in an amount which shall be determined by the Chief
         Executive Officer, 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



                                      -3-
<PAGE>


         hereto contains example calculations that illustrate the provisions of
         this Subparagraph (a).

                  (b) SUPPLEMENTAL RETIREMENT BENEFIT. Sbrochi currently has in
         place a Deferred Compensation Agreement dated October 8, 2001 by and
         between himself and the Bank, a copy of which is attached as Exhibit B.

                  (c) OTHER BENEFITS. During the Contract Period:

                           (i) Sbrochi and/or Sbrochi'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 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 Sbrochi are set forth on
                  Exhibit C attached hereto; and

                           (ii) Sbrochi 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.

                                    A. If Sbrochi's employment is terminated
                           either by the Bank Without Cause or by Sbrochi For
                           Good Reason, as defined by Section 4, Paragraphs (c)
                           and (d), then Sbrochi shall be entitled to a
                           pro-rated amount (based on his partial year of
                           employment) for all variable compensation plans that
                           Sbrochi would have been eligible for and an active
                           participant in if he was employed on the last day of
                           that year. Timing of the pro-rated payout will be
                           governed by the particular variable compensation plan
                           documents.



                                      -4-
<PAGE>


                                    (d) EXPENSES. During the Contract Period,
                           Sbrochi 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.

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

                                    (f) OPTIONS. Annually, Sbrochi 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 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 Sbrochi 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 Sbrochi
                           to the Bank of an expense report with appropriate
                           supporting documentation and (ii) treated as
                           compensation to Sbrochi and shall be subject to all
                           appropriate withholdings.



                                      -5-
<PAGE>


         4.       TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR DISABILITY. Sbrochi's employment shall terminate
         automatically upon his death during the Contract Period. The Bank shall
         be entitled to terminate Sbrochi's employment during the Contract
         Period due to his Disability. "Disability" means that Sbrochi 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 his material duties under this
         Agreement, as a result of physical or mental illness or injury. A
         termination of Sbrochi'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.


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

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

                           (ii) Illegal conduct or gross misconduct by Sbrochi
                  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 Sbrochi with written notification
                  regarding those duties and responsibilities that it determines
                  he has failed to substantially perform. The Bank must cite
                  specific objectives, which it believes, would represent
                  substantial performance and which Sbrochi must meet. Further,
                  the Bank



                                      -6-
<PAGE>


                  must provide Sbrochi with an appropriate and reasonable time
                  frame to accomplish that substantial performance. Only upon
                  Sbrochi'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 Sbrochi 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
                  Sbrochi in good faith and in the best interests of the Bank,
                  and shall not give rise to a termination For Cause under this
                  Paragraph. Sbrochi's termination For Cause shall be effective
                  immediately unless the Bank states otherwise.

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

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

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

                           (i) The assignment to Sbrochi 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 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
                  Sbrochi; 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



                                      -7-
<PAGE>


                  in bad faith and is remedied by the Bank within a reasonable
                  period of time after receipt of written notice thereof from
                  Sbrochi. 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 Sbrochi 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 Sbrochi relies. A
                  termination of employment by Sbrochi 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 Chief Executive Officer or
                  Board.

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

                           (i) Termination by Sbrochi of his 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 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 Sbrochi's death, the Disability Effective Date, or the date on
         which the termination



                                      -8-
<PAGE>


         of Sbrochi's employment by the Bank or by Sbrochi is effective, as the
         case may be.

         5.       OBLIGATIONS OF THE BANK UPON TERMINATION.

                  (a) "WITHOUT CAUSE" OR "FOR GOOD REASON". If Sbrochi's
         employment is terminated during the Contract Period either by the Bank
         Without Cause as provided in Paragraph (c) of Section 4, or by Sbrochi
         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 Sbrochi 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)(B) below:

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

                                    A. Sbrochi'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 Sbrochi
                           (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: If Sbrochi has been employed
                           for less than three (3) years from his Original Hire
                           Date, then severance payments will be 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 twelve
                           (12) consecutive months. The monthly amount shall be
                           determined by multiplying



                                      -9-
<PAGE>

                           Sbrochi's Annual Base Salary for the calendar year in
                           which the Date of Termination occurs by a factor of
                           one (1.0), then dividing by a factor of twelve (12).
                           If Sbrochi has been employed for three (3) years or
                           more from his Original Hire Date, then severance
                           payments will be 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 eighteen (18) consecutive months. The
                           monthly amount shall be determined by multiplying
                           Sbrochi's Annual Base Salary for the calendar year in
                           which the Date of Termination occurs by a factor of
                           one and one half (1.5), then dividing by a factor of
                           eighteen (18).

                                             1. If after Sbrochi's Date of
                                    Termination, Sbrochi obtains new employment
                                    that would be considered in conflict with
                                    the restrictive covenant defined by
                                    Paragraph (a) of Section 9, then Sbrochi
                                    must notify the Bank in writing within 15
                                    days of beginning such new employment. In
                                    such notice is received and verified, the
                                    Bank will reduce the remaining months of the
                                    Restriction Period to zero, and in return
                                    Sbrochi will accept a modification to the
                                    Severance payout, defined above in
                                    Subparagraph (i)(B), to be reduced to 50% of
                                    the remaining present value, that will be
                                    payable within 30 days of receipt of notice
                                    in a lump sum amount, unless payment amount
                                    and frequency is modified by Subparagraph
                                    (iii) below. All other Paragraphs of Section
                                    9 will remain unchanged.


                                      -10-
<PAGE>

                                    C. Amounts accrued and vested under the
                           Deferred Compensation Agreement dated October 8,
                           2001, attached as Exhibit B.

                           (ii) The benefits to be continued are benefits to
                  Sbrochi and/or his family at least as favorable as those that
                  would have been provided to them under Paragraph (c)(i) of
                  Section 3 of this Agreement if Sbrochi'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 Sbrochi 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
                  Sbrochi 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 Sbrochi
                  and/or his 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 4999
                  of the Code or being disallowed as deductions to the Bank
                  under Section 280G of the Code.

                  (b) "FOR CAUSE" OR "WITHOUT GOOD REASON". If Sbrochi's
         employment is terminated during the Contract Period by the Bank For
         Cause as provided in


                                      -11-
<PAGE>


         Paragraph (b) of Section 4, or by Sbrochi Without Good Reason as
         provided in Paragraph (e) of Section 4, then he 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 Sbrochi'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 Sbrochi may have under any contract or
         agreement with the Bank. Vested benefits and other amounts that Sbrochi
         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 set-off, counterclaim, recoupment, defense or
         other claim, right or action that the Bank may have against Sbrochi or
         others. In no event shall Sbrochi be obligated to seek other employment
         or take any other action by way of mitigation of the amounts payable to
         Sbrochi under any of the provisions of this Agreement and such amounts
         shall not be reduced, regardless of whether Sbrochi obtains other



                                      -12-
<PAGE>


         employment so long as such other employment does not conflict with the
         obligations set forth in Section 9 below.

         8.       CONFIDENTIAL INFORMATION.

                  Sbrochi 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 Sbrochi's
         violation of this Section 8) ("Confidential Information"). Sbrochi
         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.

         9.       NONCOMPETITION; NONSOLICITATION.

                  (a) If Sbrochi has been employed less than three (3) years
         from his Original Hire Date, then during the Contract Period and during
         the twelve (12) month period following the termination of his
         employment with the Bank (the "Restriction Period"), Sbrochi 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



                                      -13-
<PAGE>


         Paragraph (a) shall not apply, however, if the termination of Sbrochi'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.

                  If Sbrochi has been employed for three (3) or more years from
         his Original Hire Date, then the Restriction Period will be eighteen
         (18) months following the Date of Termination.

                  If Sbrochi's Termination is either by the Bank Without Cause
         or by Sbrochi With Good Reason, then the Restriction Period set forth
         in this Paragraph (a) may be modified as defined by Paragraph
         (a)(i)(B)(1) of Section 5.

                  (b) If Sbrochi has been employed less than three (3) years
         from his Original Hire Date, then during the Contract Period and during
         the eighteen (18) month period following the termination of his
         employment with the Bank (the "Nonsolicitation Period"), Sbrochi 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 Sbrochi'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.


                  If Sbrochi has been employed for three (3) or more years from
         his Original Hire Date, then the Nonsolicitation Period will be for
         twenty-four (24) months following the Date of Termination.

                  (c) During the Nonsolicitation Period, Sbrochi will not,
         except with the prior written consent of the Bank, directly or
         indirectly, induce any employee of the


                                      -14-
<PAGE>


         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.

                  (d) Promptly following his termination of employment, Sbrochi
         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) Sbrochi 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 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,
         Sbrochi 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.



                                      -15-
<PAGE>


         10.      SUCCESSORS.

                  (a) This Agreement is personal to Sbrochi and 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 Sbrochi`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.

         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.



                                      -16-
<PAGE>
                  (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 SBROCHI:

                  Mark Sbrochi
                  3365  Anchorage Lane
                  Hilliard, OH  43026


         IF TO THE BANK:

                  Commerce National Bank
                  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) Sbrochi'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 Sbrochi 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.



                                      -17-
<PAGE>


         IN WITNESS WHEREOF, Sbrochi 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                        Mark Sbrochi, INDIVIDUAL



By:                                           By:
   ----------------------------                  -------------------------------
Thomas D. McAuliffe                                    Mark Sbrochi
Chief Executive Officer and President



CNBC BANCORP



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




                                      -18-
<PAGE>



                   EXHIBIT A - EXAMPLE OF BASE SALARY INCREASE


<TABLE>
<CAPTION>

                                                     2002              2003             2004              2005          2006
<S>                                                 <C>               <C>              <C>               <C>            <C>
Example Diluted Earnings per Share:                 $1.75             $2.15            $1.61             $2.25          $2.68

Percentage Increase/ (Decrease):                                      22.86%          (25.12%)           39.75%         19.11%

Base Salary Increase:                                                 11.43%            0.00%             7.32%          9.56%

Resulting Minimum Base Salary:                   $115,500          $128,702         $128,702          $138,123       $151,328
</TABLE>
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                              EXHIBIT C - 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
Bank Short Term Disability Plan
Group Long Term Disability Insurance
Health Club Reimbursement