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Granted Under 2006 Stock Incentive Plan
 Grant of Option
 
  Vesting Schedule
   Exercise of Option
 Form of Exercise . Each election to exercise this option shall be in writing,
signed by the Participant, and received by the Company at its principal office, accompanied
by this agreement, and payment in full in the manner provided in the Plan. The Participant
may purchase less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.
 Continuous Relationship with the Company Required . Except as otherwise
provided in this Section 3, this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times since the Grant Date,
an [employee] of the Company or any other entity the employees, officers, directors,
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consultants, or advisors of which are eligible to receive option grants under the Plan (an
Eligible Participant).
 Termination of Relationship with the Company . If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e)
below, the right to exercise this option shall terminate 60 days after such cessation (but
in no event after the Final Exercise Date), provided that this option shall
be exercisable only to the extent that the Participant was entitled to exercise this option
on the date of such cessation.
 Exercise Period Upon Death or Disability . If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise
Date while he or she is an Eligible Participant and the Company has not terminated such
relationship for cause as specified in paragraph (e) below, this option shall be
exercisable, within the period of one year following the date of death or disability of the
Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this
option was exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final Exercise
Date.
 Discharge for Cause . If the Participant, prior to the Final Exercise Date, is
discharged by the Company for Cause (as defined below), the right to exercise this option
shall terminate immediately upon the effective date of such discharge. Cause shall mean
(i) the Participants commission of any act constituting a felony or a crime involving
moral turpitude; (ii) breach by the Participant of
any non-competition, non-solicitation or confidentiality obligation to the Company;
(iii) any act of the Participant involving embezzlement or fraud against the Company or any
Affiliate; or (iv) any act of the Participant involving operational wrongdoing relating to
the Company or any Affiliate. Whether Cause exists shall be determined by the Committee
in its sole and exclusive discretion. The Participant shall be considered to have been
discharged for Cause if the Company determines, within 30 days after the Participants
resignation, that discharge for Cause was warranted.
 Withholding
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Nontransferability of Option
  Code Section 409A
  Provisions of the Plan
   LNB BANCORP, INC.Dated:
    
    By: Name:Title:
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PARTICIPANT:Address:
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