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                                                                 EXHIBIT 10q
                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered into this l6th day of June 1997 by and among CoBancorp Inc. (the
"Holding Company") and its wholly owned subsidiary PremierBank & Trust (the
"Bank,)" an Ohio-chartered, FDIC-insured bank with its main office at the
Corporate Center, 1530 West River Road, North, Elyria, Ohio, and Timothy W.
Esson (the "Executive") in order to memorialize the intent of the parties hereto
(the "Parties") to make a certain amendment to the Employment Agreement dated
December 31, 1993, by and among the Parties (the "Agreement"). Unless otherwise
defined herein, initially capitalized terms shall have the meanings ascribed to
them in the Agreement.

WHEREAS, the Executive serves in the position of President of the Bank and
satisfactorily performed his duties in such capacity;

WHEREAS, the Board of Directors of the Bank and the Holding Company wish to
assure the Bank of continuity of management and the continued services of the
Executive;

NOW, THEREFORE, in consideration of the performance of the responsibilities of
the Executive and upon the other terms and conditions hereinafter provided, the
Parties agree to this Amendment:

SECTION 10(a) OF THE AGREEMENT, CHANGE IN CONTROL, shall be amended and restated
in its entirety as follows:

a)   If during the term of this Agreement there is a change in control of the
     Holding Company, in connection with which the Executive's employment is
     involuntarily terminated within two (2) years after the change in control
     other than for cause or pursuant to Paragraphs 7(e) through 7(i) or 9, the
     Executive shall be entitled to a termination or severance payment. This
     payment shall also be made in the case of the Executive's voluntary
     termination of employment for Good Reason (as defined in Paragraph 11,
     which shall not be considered a voluntary termination pursuant to Paragraph
     7(e) in connection with, or within one (1) year after, a Change in Control
     of the Holding Company. Such voluntary termination of employment for Good
     Reason in connection with, or within one (1) year after, a Change in
     Control of the Holding Company shall not constitute a termination under
     Paragraph 7(b) hereof. The amount of this severance payment shall be a cash
     sum equal to two hundred ninety-nine percent 

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     (299%) of the Executive's then current annual Base Salary at the time of
     such termination.

Except as expressly modified or amended herein, all provisions of the Agreement
shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement on
the day and year first hereinabove written.


                              COBANCORP INC.                        
                                                                    
                              /s/ John S. Kreighbaum                 
                              -----------------------------------   
                              John S. Kreighbaum                     
                              Chairman, President and               
                              Chief Executive Officer               
                                                                    
                                                                    
                              PREMIERBANK & TRUST                   
                                                                    
                              /s/ John S. Kreighbaum                 
                              ------------------------------------  
                              John S. Kreighbaum                    
                              Chairman and Chief Executive Officer  
                                                                    
                                                                    
                                                                    
                              /s/ Timothy W. Esson                  
                              ------------------------------------- 
                              Timothy W. Esson (the "Executive")