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                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         This Agreement is made this 14th day of December, 2001, by and between
Western Reserve Bancorp., Inc., an Ohio corporation (the "Corporation"), and
Edward J. McKeon (the "Employee").

         WHEREAS, the Board of Directors of the Corporation believes that the
future services of the Employee in the capacity of President and Chief Executive
Officer will be of great value to the Corporation;

         WHEREAS, the Corporation and Employee have previously entered into an
Employment Agreement dated as of October 22, 1997 (the "Prior Agreement"), which
has been amended by an Addendum to Employment Agreement dated as of June 28,
1998, and a Stock Option Grant Agreement and Second Addendum to Employment
Agreement dated as of October 22, 1998 (the "Second Addendum"); and

         WHEREAS, the Corporation operates a wholly owned commercial banking
subsidiary known as Western Reserve Bank, which is engaged in the general
business of banking, hereinafter the "Bank"; and

         WHEREAS, the Employee is willing to continue in the employ of the
Corporation and the Bank on a full-time basis for the term of this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein set forth, the parties hereto have agreed and do hereby
mutually agree as follows:

1.       TERM -- AGREEMENT TO SERVE

         The Corporation hereby employs for itself, the Bank and or any
         additional subsidiaries (hereinafter sometimes collectively referred to
         as the "Corporation"), the services of Employee for a period commencing
         as of January 1, 2002 and terminating December 31, 2005 (the
         "Termination Date"), subject to the rights of earlier termination
         hereinafter set forth, to perform the duties of President and Chief
         Executive Officer for the Corporation and the Bank. The Employee hereby
         accepts such employment in consideration of the compensation and the
         other terms and conditions herein provided, and agrees to serve the
         Corporation well and faithfully and to devote his best efforts to such
         employment as long as it shall continue hereunder. During the period of
         such employment, the Employee will devote all of his time and attention
         -- reasonable vacations, periods of illness and the like excepted -- to
         the affairs of the Corporation.

2.       BASE SALARY AND FRINGE BENEFITS

         Except as otherwise provided herein, as compensation for these services
         hereunder, the Corporation will pay to Employee, in installments and on
         dates in accordance with its normal payroll, during the period of his
         employment hereunder, a base salary at the aggregate rate of One
         Hundred Thirty Six Thousand Five Hundred Dollars ($136,500)

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         per year, subject to the right of the parties, by mutual agreement, to
         adjust such rate upward in respect of any future calendar year or years
         after the date hereof, (hereinafter referred to as "Base Pay"). It is
         the intent of the parties that the base salary set forth herein will be
         reviewed for the year 2002 after the Compensation Committee of the
         Corporation has conducted its annual review of Employee for the year
         ended December 31, 2001.

         In addition the Corporation shall:

         (a)      Pay for and provide to the Employee for his exclusive use a
                  full-sized automobile, the make and model of which shall be
                  mutually agreed to between the Corporation and the Employee,
                  which automobile shall be equipped with a car phone.

         (b)      Provide $250,000 in term life insurance, payable to the
                  beneficiary of Employee's choice.

         (c)      Provide four (4) weeks paid vacation annually.

         (d)      Pay for and provide to Employee reasonable and customary
                  disability insurance that shall provide Employee with a
                  monthly disability insurance payment equal to not less than
                  60% of his monthly Base Pay in the event of disability.

         (e)      Provide comprehensive health and medical insurance coverage at
                  least comparable to that provided to other employees of the
                  Company.

         (f)      Reimburse fees and expenses incurred in connection with
                  business of the Corporation or the Bank including fees for
                  attendance at banking related conventions and similar items
                  approved by the Board of Directors.

3.       BONUS AND OPTIONS

         (a)      Subject to the rules and regulations applicable thereto, the
                  Corporation shall provide for Employee's participation in any
                  incentive employee benefit plans or programs administered by
                  the Corporation or the Bank or under its direction, including
                  any employee bonus plans as may presently exist or are be
                  placed into effect after the date hereof.

         (c)      (b) The Corporation and Employee hereby acknowledge that
                  options to purchase shares of the common stock of the
                  Corporation have been granted to Employee under the terms of
                  the Second Addendum (the "Options") and the Employee agrees to
                  abide by the terms of the Second Addendum and the terms of the
                  Amended and Restated Western Reserve Bancorp, Inc. 1998 Stock
                  Option Plan relative to the Options.






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4.       TERMINATION OF EMPLOYMENT

         The employment of the Employee under the terms of this Agreement shall
         cease and terminate as follows:

         (a)      EXPIRATION OF TERM

                  On the Termination Date; or,

         (b)      DEATH

                  On the date of his death; or,

         (c)      TERMINATION BY THE CORPORATION WITH CAUSE

                  For Cause at any time by action of the Board. For purposes
                  hereof, the term "Cause" shall mean removal by order of a
                  regulatory agency having jurisdiction over the Corporation or
                  the Bank, or the Employee's willful and repeated failure to
                  perform his duties under this Employment Agreement, which
                  failure has not been cured within thirty (30) days after the
                  Corporation gives notice thereof to the Employee; it being
                  expressly understood that negligence or bad judgment shall not
                  constitute "Cause" so long as such negligent act or omission
                  shall be without intent of personal profit and is reasonably
                  believed by the Employee to be in or not adverse to the best
                  interests of the Corporation; or,

         (d)      DISABILITY

                  Upon receipt by the Employee of written notice from the
                  Corporation that, in its opinion, based on reliable medical
                  evidence, the Employee is unable by reason of permanent
                  physical or mental disability to continue the proper
                  performance of his duties hereunder. For purposes of this
                  Employment Agreement, the Employee's "permanent disability"
                  shall be deemed to have occurred after one hundred eighty
                  (180) consecutive days, during which one hundred eighty (180)
                  days the Employee, by reason of his physical or mental
                  disability or illness, shall have been unable to discharge his
                  duties under this Employment Agreement. The date of permanent
                  disability shall be such one hundred eightieth (180th) day. In
                  the event either the Corporation or the Employee, after
                  receipt of notice of the Employee's permanent disability from
                  the other, dispute that the Employee's permanent disability
                  shall have occurred, the Employee shall promptly submit to
                  physical examinations by three physicians in the Cleveland,
                  Ohio, area and, unless two of such physicians shall issue
                  their written statement to the effect that in their opinion,
                  based on their diagnosis, the Employee is capable of resuming
                  his employment and devoting his full time and energy to
                  discharging his duties within sixty (60) days after the date
                  of such statement, such permanent disability shall be deemed
                  to have occurred; or,


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         (e)      TERMINATION BY THE CORPORATION WITHOUT CAUSE

                  At the election of the Corporation, at any time during the
term of this Agreement without cause.

         (f)      TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.

              i)  A "Change in Control" shall result if, and shall be deemed to
                  have occurred on the date of, a transaction pursuant to which:

                  (a)   Any person or group (as such terms are used in
                        connection with Sections 13(d) and 14(d) of the Exchange
                        Act) becomes the "beneficial owner" (as defined in Rule
                        13(d)(3) and 13(d)(5) under the Exchange Act), directly
                        or indirectly, of securities of the Corporation
                        representing 25% or more of the combined voting power of
                        the Corporation's then outstanding securities; provided
                        that not withstanding anything in this definition of
                        beneficial owner to the contrary, no person shall be
                        deemed to be the beneficial owner of, or to beneficially
                        own, any security beneficially owned by another person
                        solely by reason of a revocable proxy given in response
                        to a public proxy or consent solicitation or any
                        agreement, arrangement or understanding with such other
                        person relating to the solicitation of revocable proxies
                        made pursuant to, and in accordance with, the applicable
                        provisions of the General Rules and Regulations under
                        the Exchange Act, provided that such other person
                        retains the right at any time to withdraw from, revoke
                        or terminate any such agreement, arrangement or
                        understanding and further provided that such persons
                        would not otherwise be deemed to be a group under
                        Section 13(d) of the Exchange Act or otherwise be deemed
                        to be acting in concert;

                  (b)   A merger, consolidation, sale of assets, reorganization,
                        or proxy contest is consummated and, as a consequence of
                        which, members of the Board in office immediately prior
                        to such transaction or event constitute less than a
                        majority of the Board thereafter;

                  (c)   During any period of 24 consecutive months, individuals
                        who at the beginning of such period constitute the Board
                        (including for this purpose any new director whose
                        election or nomination for election by the Corporation's
                        stockholders was approved by a vote of at least one-half
                        of the directors then still in office who were directors
                        at the beginning of such period) cease for any reason to
                        constitute at least a majority of the Board; or

                  (d)   A merger, consolidation or reorganization is consummated
                        with any other corporation pursuant to which the
                        shareholders of the Corporation immediately prior to the
                        merger, consolidation or reorganization do not
                        immediately thereafter directly or indirectly own more
                        than fifty percent


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                        (50%) of the combined voting power of the voting
                        securities entitled to vote in the election of directors
                        of the merged, consolidated or reorganized entity.

                  Notwithstanding the foregoing, no trust department or
                  designated fiduciary or other trustee of such trust department
                  of the Corporation or a subsidiary of the Corporation, or
                  other similar fiduciary capacity of the Corporation with
                  direct voting control of the stock shall be treated as a
                  person or group within the meaning of subsection (i)(a)
                  hereof. Further, no profit-sharing, employee stock ownership,
                  employee stock purchase and savings, employee pension, or
                  other employee benefit plan of the Corporation or any of its
                  subsidiaries, and no trustee of any such plan in its capacity
                  as such trustee, shall be treated as a person or group within
                  the meaning of subsection (i)(a) hereof.

      ii)     If during the term of this Agreement and after the date of a
              Change in Control, Employee is discharged without Cause or
              Employee resigns because he has: (1) been demoted, (2) had his
              compensation reduced, (3) had his principal place of employment
              transferred away from Medina County, Ohio or a county contiguous
              thereto, or (4) had his job title, status or responsibility
              materially reduced, then the Corporation shall make the payments
              to Executive set forth in subsection (iv) of this Section (f).

      iii)    If Employee is discharged by the Corporation other than for Cause
              and there is a Change in Control within twelve (12) months
              following the discharge, then the Company shall make the payments
              to Executive set forth in subsection (iv) of this Section (f).

      iv)     In the event of the termination of Employee's employment as
              described in (ii) or (iii) above, Employee shall be entitled to
              receive: (1) a lump sum cash payment equal to 2.99 times his
              Compensation (as defined below), or (2) upon Employee's election,
              2.99 times his Compensation payable in equal monthly payments, in
              cash, without interest. The lump sum cash payment or the first
              monthly cash payment, as the case may be, shall be paid at the end
              of the first month commencing after the Employee's termination of
              employment in the case of a benefit entitlement under Subsection
              (ii) above, and in the event of the election by Employee to
              receive monthly payments, shall continue each consecutive month
              thereafter until 36 payments have been made. In the event of
              termination of employment as described in (iii) above, the lump
              sum or first monthly payment shall be paid immediately upon the
              Change in Control. If Employee's employment is terminated as
              described in Subsection (ii) above, then in addition to the above
              cash payment(s), the Corporation shall continue at no cost to
              Employee for the term of the Benefit Period as defined below, the
              benefits to which Employee's is entitled under Sections 2(a), (b),
              (d) and (e) at the same levels that had been provided immediately
              prior to his termination of employment. The Benefit Period shall
              commence on the date of termination of the Employee's employment
              and shall end on the last day of the 36th consecutive whole month
              thereafter.


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                  In the event Employee dies before collecting all amounts and
                  benefits due under this Section, any payments owing shall be
                  paid to the person or persons as stated in the last
                  designation of beneficiary concerning this Agreement signed by
                  Employee and filed with the Corporation, and if not, then to
                  the personal representative of the Employee.

                  The payments and benefits provided for in this Section 3(f)
                  are in lieu of compensation, benefits or amounts the Employee
                  might otherwise be entitled to under the Corporation's
                  severance policy or otherwise payable by the Corporation by
                  reason of termination of employment.

                  The term "Compensation," as used in this section, shall mean
                  the average of the sum of Employee's base salary plus any cash
                  bonuses for the last three complete calendar years preceding
                  Employee's termination of employment. Compensation shall not
                  include any amount, other than base salary and cash bonuses,
                  included in Employee's taxable compensation for federal income
                  tax purposes and reported to Employee and the Internal Revenue
                  Service ("IRS"), such as the reporting of previously deferred
                  compensation or gain realized upon exercise of any non
                  qualified stock options.

      v)      Any subsequent employment by Employee shall not reduce the
              obligation of the Corporation to make the full payments and
              provide the full benefits specified herein and Employee shall have
              no obligation to seek other employment or otherwise mitigate the
              effect of his discharge from employment.

Upon termination of employment of the Employee pursuant to paragraph 4(a), (b),
(c) or (d) above, the Employee shall be entitled to receive the amount of Base
Pay provided for in paragraph 2 hereof through the date of his termination of
employment. In the event of the termination of employment of Employee pursuant
to paragraph 4(e) above, the Corporation shall pay to the Employee his Base Pay
and other benefits listed in paragraphs 2 and 3 through the Termination Date.

5.       COVENANT NOT TO COMPETE

         (a)      Throughout the term of this Agreement and for a period of two
                  years thereafter, Employee agrees that he will not, except on
                  behalf of the Corporation or with the written consent of the
                  Corporation,

                  (i)     engage in any business activity, directly or
                          indirectly, on his own behalf or as a partner,
                          stockholder (except by ownership of less than 1% of
                          the outstanding stock of a publicly held corporation),
                          director, trustee, principal, agent, employee,
                          consultant or otherwise of any person, firm or
                          corporation, which is competitive with any activity in
                          which the Corporation or any parent, subsidiary or
                          affiliate of the Corporation is engaged at the time,


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                  (ii)    allow the use of his name by or in connection with any
                          business which is competitive with an activity in
                          which the Corporation or any parent, subsidiary or
                          affiliate of the Corporation is engaged, or

                  (iii)   offer employment to or employ, for himself or on
                          behalf of any competitor of the Corporation or any
                          parent, subsidiary or affiliate thereof, any person
                          who at any time within the prior three years shall
                          have been employed by the Corporation or any parent,
                          subsidiary or affiliate of the Corporation.

         (b)      The parties acknowledge that this paragraph 5 is fair and
                  reasonable under the circumstances. It is the desire and
                  intent of the parties that the provisions of this paragraph 5
                  shall be enforced to the fullest extent permitted by law.
                  Accordingly, if any particular portion of this paragraph 5
                  shall be adjudicated to be invalid or unenforceable, this
                  paragraph 5 shall be deemed amended to

                  (i)      reform the particular portion to provide for such
                           maximum restrictions as will be valid and
                           enforceable, or if that is not possible,

                  (ii)     delete therefrom the portion thus adjudicated to be
                           invalid or unenforceable, such reformation or
                           deletion to apply only with respect to the operation
                           of this paragraph 5 in the particular jurisdiction in
                           which such adjudication is made.

         (c)      During the term of Employee's employment hereunder, the
                  covenants contained in this paragraph 5 shall apply without
                  regard to geographic location. Upon the termination of
                  Employee's employment, the covenants contained in this
                  paragraph 5 shall be limited to Medina County, Ohio and
                  contiguous counties, except for Cuyahoga County.


6.       INVENTIONS, DISCOVERIES AND IMPROVEMENTS

         The Employee hereby agrees to assign and transfer to the Corporation,
         its successors and assigns, his entire right, title and interest in and
         to any and all inventions, discoveries, trade secrets and improvements
         thereto which he may discover or develop, either solely or jointly with
         others, during his employment hereunder and for a period of one year
         after termination of such employment, which would relate in any way to
         the business of the Corporation or any parent, subsidiary or affiliate
         of the Corporation, together with all rights to letters patent,
         copyrights or trademarks which may be granted with respect thereto.
         Immediately upon making or developing any invention, discovery, trade
         secret or improvement thereto, Employee shall notify the Corporation
         thereof and shall execute and deliver to the Corporation, without
         further compensation, such documents as may be necessary to assign and
         transfer to the Corporation his entire right, title and interest in and
         to such invention, discovery, trade secret or improvement thereto, and
         to prepare or prosecute applications for letters patent with respect to
         the same in the name of the Corporation.


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7.       CONFIDENTIAL INFORMATION

         Employee shall not at any time, in any manner, while employed by the
         Corporation or thereafter, either directly or indirectly, except in the
         course of carrying out the Corporation's business or as previously
         authorized in writing on behalf of the Corporation, disclose or
         communicate to any person, firm, or corporation, any information of any
         kind concerning any matters affecting or relating to the Corporation's
         business or any of its data, figures, projections, estimates, customer
         lists, tax records, personnel histories, and accounting procedures of
         the Corporation, without regard to whether any or all of such
         information would otherwise be deemed confidential or material.

8        NON-ASSIGNABILITY

         (a)      Neither party to this Agreement shall have the right to assign
                  this Agreement or any rights or obligations hereunder provided
                  that nothing herein shall prevent the Employee from
                  designating one or more members of his family or a trust or
                  trusts for the members of his family as a beneficiary or
                  beneficiaries entitled to receive payments hereunder as
                  heretofore specified.

         (b)      Except as provided above, no title to any payments which shall
                  become due and payable to the Employee, his personal
                  representative or designated beneficiary under the provisions
                  hereof, shall be vested in him or any of them until the actual
                  payment thereof is made to such person by the Corporation in
                  accordance with the provisions of this Agreement. Neither he
                  nor any of them shall have the right or power to transfer,
                  assign, anticipate or encumber any interest in any such
                  payment, prior to the actual receipt thereof from the
                  Corporation. Neither this Agreement, the Corporation nor any
                  person's rights hereunder shall be liable for the debt,
                  contract or engagement of any of them. None of them shall be
                  permitted to appoint any agent or attorney-in-fact and except
                  as provided herein, to collect or receive his share of such
                  payments or any part thereof unless permission to do so shall
                  be specifically granted by the Corporation in writing. The
                  Corporation, in the absence of such written permission, shall
                  not in any manner recognize such appointment, transfer,
                  assignment or encumbrance.

         (c)      If the Employee or any personal representative or any
                  designated beneficiary attempts to transfer, assign or
                  encumber his interest in such payments, or any part thereof,
                  prior to the payment or distribution thereof to him or her;
                  or, if any transfer or seizure thereof is attempted to be made
                  or brought through the operation of any bankruptcy or
                  insolvency law, the right of the person taking such action or
                  concerned therein or affected thereby, and who would, but for
                  this provision, be entitled to receive such payments, or any
                  part thereof, shall forthwith and ipso facto terminate, all
                  rights bestowed on any such person being hereby, on the
                  happening of any such event, expressly revoked; and the
                  Corporation shall thereafter, in its absolute discretion, at
                  such time or times as it


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                  deems proper, cause such part of such person's theretofore
                  existing share of such payments to be paid to such person or
                  persons, including the Employee, of any parent, spouse or
                  child of said person, as the Corporation, in its uncontrolled
                  discretion, shall deem advisable; and the remainder of such
                  payments, if any, may be distributed by the Corporation to the
                  person or person who would have been entitled to receive the
                  same if such person had died immediately prior to said
                  attempted transfer, assignment or encumbrance, or attempted
                  transfer or seizure by operation of law.

9.       BINDING EFFECT

         This Agreement shall be binding upon and inure to the benefit of any
         successor of the Corporation, and any such successor shall be deemed
         substituted for the Corporation under the terms of this Agreement. As
         used in this Agreement, the term "successor" shall include any person,
         firm, corporation, or other business entity which, at any time, whether
         by merger, purchase, or otherwise, acquires all or substantially all of
         the assets or business of the Corporation.

10.      ENTIRE AGREEMENT

         This Agreement contains the entire agreement of the parties hereto
         concerning the subject matter hereof, and cancels any and all other
         oral or written agreements or understandings between the parties with
         respect to the subject matter hereof, provided, however, that the
         provisions of the Second Addendum, other than paragraph 4 thereof,
         shall remain in full force and effect. The Agreement may not be changed
         orally, but only by agreement in writing signed by both parties.


11.      AUTHORIZATION FOR ACTS OF CORPORATION

         Any act, request, approval, consent or opinion of the Corporation
         hereunder shall be authorized, given or expressed by resolution of its
         Board of Directors.

12.      ARBITRATION

         Subject to the Corporation's right to seek injunctive relief under
         paragraph 5 of this Agreement, in the event the parties are unable to
         resolve any issue, misunderstanding, disagreement or dispute after
         making a good faith effort to do so, the parties hereto agree to
         arbitrate any such issue, misunderstanding, disagreement or dispute in
         connection with the terms in effect in this Agreement in accordance
         with the Rules of the American Arbitration Association, before one
         arbitrator mutually agreeable to the parties hereto. If after eight
         weeks they have been unable to agree upon one arbitrator, then either
         party may appoint one arbitrator and require the other party to appoint
         a second arbitrator. Whereupon, the two appointed arbitrators shall
         appoint a third arbitrator mutually agreeable to the two arbitrators.
         The arbitration shall occur in Medina, Ohio, or such other place as
         mutually agreed upon. Each party shall bear their own expenses in



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         connection with such arbitration. Judgement on the award rendered by
         the arbitrator(s) may be entered in any court having jurisdiction
         thereof.

13.      GOVERNING LAW

         This Agreement is executed and delivered in the State of Ohio and is
         intended to be interpreted, construed and enforced in accordance with
         the laws of such State.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by the Chairman of its Board of Directors, and the
Employee has signed this Agreement, all as of the date and year first above
written.



                            Western Reserve Bancorp, Inc.


                                    /s/ P.M. Jones
                            By:
                                 --------------------------------------------
                                  P.M. Jones, Chairman, Board of Directors



                                    /s/ Edward J. McKeon

                                 --------------------------------------------
                                  Edward J. McKeon





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