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CHANGE IN CONTROL
 SUPPLEMENTAL EXECUTIVE COMPENSATION AGREEMENT
 
 
      Definitions
  
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(i)
    
    if individuals who, on the date of this Agreement, constitute
the Board (the Incumbent Directors) cease for any reason to constitute at
least a majority of the Board; provided, however, that: (A) any person
becoming a director subsequent to the date of this Agreement, whose election
or nomination for election was approved by a vote of at least two-thirds (2/3)
of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named
as a nominee for director, without written objection
by such Incumbent Directors to such nomination), shall be deemed to be an
Incumbent Director, and (B) no individual elected or nominated as a
director of the Company initially as a result of an actual or threatened
election contest with respect to directors or
any other actual or threatened solicitation of proxies by or on behalf of
any person other than the Board shall be deemed to be an Incumbent
Director;(ii)
    
    if any person (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the Exchange Act) and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting
power of the Companys then-outstanding securities eligible to vote for
the election of the Board (the Company Voting Securities); provided,
however, that the events described in this paragraph (ii) shall not be
deemed to be a Change in Control by virtue of any of the following
acquisitions: (A) by the Company or any Subsidiary, (B) by any employee
benefit plan sponsored or maintained by the Company or any Subsidiary or
by any employee stock benefit trust created by the Company or any
Subsidiary, (C) by any underwriter temporarily holding securities pursuant
to an offering of such securities, (D) pursuant to a Non-Qualifying
Transaction (as defined in clause (iii) of this paragraph (c), below), (E)
pursuant to any acquisition by Executive or by any group of persons
including Executive (or any entity controlled by Executive or any group of
persons including Executive), or (F) a transaction (other than one
described in clause (iii) of this paragraph (c), below) in which Company
Voting Securities are acquired from the Company, if a majority of the
Incumbent Directors approves a resolution
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providing expressly that the
acquisition pursuant to this subparagraph (F) does not constitute a Change
in Control under this clause (ii);(iii)
    
    upon the consummation of a merger, consolidation, share
exchange or similar form of corporate transaction involving the Company or any
of its Subsidiaries that requires the approval of the Companys shareholders,
whether for such transaction or the issuance of securities in the
transaction (a Business Combination), unless immediately following such
Business Combination: (A) more than fifty percent (50%) of the total
voting power of either (x) the corporation resulting from the consummation
of such Business Combination (the Surviving Corporation) or, if
applicable, (y) the ultimate parent corporation that directly or
indirectly has beneficial ownership of one hundred percent (100%) of the
voting securities eligible to elect directors of the Surviving Corporation
(the Parent
Corporation) is represented by Company Voting Securities that were
outstanding immediately prior to such
Business Combination (or, if applicable, represented by shares into which
such Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company
Voting Securities among the holders thereof immediately prior to the
Business Combination, (B) no person (other than any employee benefit plan
sponsored or maintained by the Surviving Corporation or the Parent
Corporation or any employee stock benefit trust created by the Surviving
Corporation or the Parent Corporation) is or becomes the beneficial owner,
directly or indirectly, of twenty percent (20%) or more of the total
voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation), and (C) at least a majority of
the members of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) were Incumbent
Directors at the time of the Boards
approval of the execution of the initial agreement providing for such
Business Combination (any Business Combination which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be a
Non-Qualifying Transaction); or(iv)
    
    if the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or a sale of all or substantially
all of the Companys assets but only if, pursuant to such liquidation or sale,
the assets of the Company are transferred to an entity not owned (directly or
indirectly) by the Companys shareholders. Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur solely because any person
acquires beneficial ownership of more than twenty percent (20%) of Company
Voting
Securities as a result of the acquisition of Company Voting Securities by
the Company which reduces the number of Company Voting Securities
outstanding; provided, however, that if (after such acquisition by the
Company) such person becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company
Voting Securities beneficially owned by such person, a Change in Control
shall then occur.
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Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because any person acquires beneficial ownership of more than twenty percent (20%) of
Company Voting Securities as a result of the acquisition of Company Voting Securities by
the Company which reduces the number of Company Voting Securities outstanding; provided,
however, that if (after such acquisition by the Company) such person becomes the beneficial
owner of additional Company Voting Securities that increases the percentage of outstanding
Company Voting Securities beneficially owned by such person, a Change in Control shall then
occur.Notwithstanding anything in this Agreement to the contrary, if (A) Executives employment
is terminated prior to a Change in Control for reasons that would have constituted a
Qualifying Termination if they had occurred following a Change in Control, (B) Executive
reasonably demonstrates that such termination (or event constituting Good Reason) was at
the request of a third party who had indicated an intention or taken steps reasonably
calculated to effect a Change in Control, and (C) a Change in Control involving such third
party (or a party competing with such third party to effectuate a Change in Control) does
occur, then (for purposes of this Agreement) the date immediately prior to the date of such
termination of employment (or event constituting Good Reason) shall be treated as a Change
in Control.
 (d)
    
    Date of Termination means (1) the effective date on which Executives
employment by the Company and its Subsidiaries terminates as specified in a
prior written notice by the Company, a Subsidiary or Executive (as the
case may be) to the other, delivered pursuant to Section 9, or (2) if
Executives employment by the Company terminates by reason of death, the
date of death of Executive, or (3) if the Executive incurs a Disability,
the date of such Disability as determined by a physician chosen by the
Company. For purposes of determining the timing of payments and benefits
to Executive under Section 4, the date of the actual Change in Control
shall be treated as Executives Date of Termination. (e) Disability
means Executives inability to perform Executives then-existing duties
with the Company or its Subsidiaries on a full-time basis for at least one
hundred eighty (180) consecutive days as a result of Executives
incapacity due to physical or mental illness.(f)
    
    Good Reason means, without Executives express written consent, the
occurrence of any of the following events after a Change in Control:
 (i)
    
    (A) any change in the duties or responsibilities (including reporting
responsibilities) of Executive that is inconsistent in any material
and
adverse respect with Executives positions, duties, responsibilities
or
status with the Company or its Subsidiaries immediately prior to such
Change in Control (including any material and adverse diminution of
such duties or responsibilities), or (B) a material and adverse
change in Executives titles or offices (including, if applicable,
membership on the Board) with the Company or its Subsidiaries as
existing immediately prior to such Change in Control;(ii)
    
    (A)a reduction by the Company or its
Subsidiaries in Executives rate of annual base salary as in effect
immediately prior to such Change in Control (or as such annual base
salary may be increased from time to time thereafter), or (B) the
failure by the Company or its Subsidiaries to pay
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Executive an annual
bonus (if any) in respect of the year in which such Change in Control
occurs;(iii)
    
    any requirement of the Company or its
Subsidiaries that Executive: (A) be based anywhere more than fifty
(50) miles from the office where Executive is located at the time of
the Change in Control, or (B) travel on Company or Subsidiary
business to an extent substantially greater than the travel
obligations of Executive immediately prior to such Change in Control;(iv)
    
    the failure of the Company or its
Subsidiaries to continue in effect any material employee benefit
plan, compensation plan, welfare benefit plan or other material
fringe benefit plan in which Executive is participating immediately
prior to such Change in Control or the taking of any action by the
Company or its Subsidiaries which would materially and adversely
affect Executives participation in or reduce Executives benefits
under any such plan, unless Executive is permitted to participate in
other plans providing Executive with substantially equivalent
benefits in the aggregate; or(v)
    
    the failure of the Company to obtain the
assumption (and, if applicable, guarantee) agreement from any
successor (and Parent Corporation) as contemplated in Section 8(b).
  (g)
    
    Qualifying Termination means a termination of Executives
employment after a Change in Control and during the Termination Period (as
defined herein) (i) by the Company or its Subsidiaries other than for Cause,
or (ii) by Executive for Good Reason. Termination of Executives employment on
account of death or Disability shall not constitute a Qualifying Termination.(h)
    
    Subsidiary means any corporation or other entity in which the Company:
(A) has a direct or indirect ownership interest of fifty percent (50%) or
more of the total combined voting power of the then-outstanding securities
or interests of such corporation or other entity entitled to vote
generally in the election of directors, or (B) has the right to receive
fifty percent (50%) or more of the distribution of profits or fifty
percent (50%) of the assets upon liquidation or dissolution.
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(i)
    
    Termination Period means the two (2) year period from the
effective date of this Agreement.
 Obligation of Executive
 Term of Agreement
 Benefits Upon Qualifying Termination of Employment.
 
 Withholding Taxes
 Reimbursement of Expenses
 Scope of Agreement
 Successors; Binding Agreement
 (a)
    
    This Agreement shall not be terminated by any Business Combination. In the
event of any Business Combination, the provisions of this Agreement shall
be binding upon the Surviving Corporation, and such Surviving Corporation
shall be treated as the Company hereunder.
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(b)
    
    The Company agrees that, in connection with any Business Combination,
Company will cause any successor entity to the Company unconditionally to
assume (and, for any Parent Corporation in such Business Combination, to
guarantee), by written instrument delivered to Executive (or Executives
beneficiaries or estate), all of the obligations of the Company hereunder.
Failure of the Company to obtain such assumption or guarantee prior to the
effectiveness of any such Business Combination that constitutes a Change
in Control shall be a breach of this Agreement and shall constitute Good
Reason hereunder and, further, shall entitle Executive to compensation
from the Company in the same amount and on the same terms as Executive
would be entitled hereunder as if Executives employment were terminated
following a Change in Control by reason of a Qualifying Termination. For
purposes of implementing this Section 8(b), the date on which any such
Business Combination becomes effective shall be deemed the date Good
Reason occurs and shall be the Date of Termination, if so requested by
Executive.
 Notice.
 (a)
    
    For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall
be deemed to have been properly given when delivered or five (5) days after
deposit in the United States mail, certified and return receipt requested,
postage prepaid, addressed as follows (or to such other address as either
Party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon
receipt):
  
 (b)
    
    A written notice of Executives Date of Termination by the Company or
Executive, as the case may be, to the other Party shall (i) indicate the
specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executives employment under
the provision so indicated, and (iii) specify the Date of Termination,
which date shall be not less than fifteen (15) days (thirty (30) days, if
termination is by the Company for Disability) nor more than sixty (60)
days after the giving of such notice. The failure by Executive or the
Company to set forth in such notice any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right
of either Party or preclude either Party from asserting such fact or
circumstance in enforcing such Partys rights hereunder.
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Full Settlement; Resolution of Disputes.
 Executives Non-Disclosure and Non-Competition Promises.
  (a)
    
    Competitive Activity means the performance or rendering of any
banking services; trust services and investment services; portfolio
management; retirement planning; administration of employee benefit
plans; administration of decedents estates and court-supervised accounts,
guardianships, and custodial arrangements; personal tax and estate tax
planning; financial consulting services; investment advising services; and
any other business activity, service or product which competes with any
existing or future business activity, service or product of the Company.(b)
    
    Confidential Information means all of the following (whether written
or verbal) pertaining to the Company: (i) trade secrets (as defined by
Ohio law); Client or Customer lists, records and other information
regarding the Companys Clients or Customers (whether or not evidenced
in writing); Client or Customer fee or price schedules and fee or price
policies; financial books, plans, records, ledgers and information;
business development plans; sales and marketing plans; research and
development plans; employment and personnel manuals, records, data
and policies; business manuals, methods and operations; business forms,
correspondence, memoranda and other records; computer records and
related data; and any other confidential or proprietary data and
information of the Company or its Clients or Customers which Executive
encounters during the Employment Term; and (ii) all products,
technology, ideas, inventions, discoveries, developments, devices,
processes, business notes, forms and documents, business products,
computer programs, and other creations (and improvements of any of the
foregoing), whether patentable or copyrightable, which Employee has
acquired, developed, conceived or made (whether directly or indirectly,
whether solicited or unsolicited, or whether during normal work hours or
during off-time) during the Employment Term or during the Restricted
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Period and which relate to any business activity of the Company or are
derived from the Confidential Information designated in Subitem (i) of
this Section 11.1(b).(c)
    
    Client or Customer means a person, sole proprietorship, partnership,
association, organization, corporation, limited liability company, or other
entity (governmental or otherwise), wherever located: (i) to or for which
the Company sells any products or renders or performs services either
during the 180-day period immediately preceding commencement of the
Restricted Period or during the Restricted Period, or (ii) which the
Company solicits or (as demonstrated by plans, strategies or other
tangible preparation) intends to solicit to purchase products or services
from the Company either during the 180-day period immediately
preceding commencement of the Restricted Period or during the Restricted
Period.(d)
    
    Employment Term means the period of time starting on the date
Executives employment with the Company commences and terminating
at the close of business on the date Executives employment with the
Company terminates.(e)
    
    Restricted Period means a period of one (1) year (or, if shorter, the
duration of the Employment Term) commencing on the date the
Employment Term is terminated by either Party (for any reason, with or
without cause); provided, however, that such period shall be extended to
include any period of time during which Employee engages in any
activity constituting a breach of this Agreement and any period of time
during which litigation transpires wherein Employee is held to have
breached this Agreement.(f)
    
    Company means, for purposes of this Section 11, LNB Bancorp, Inc.
and The Lorain National Bank (a national bank association), all direct
and indirect parent and subsidiary entities thereof, and all entities related
to LNB Bancorp, Inc., The Lorain National Bank or to such parent and
subsidiary entities by common ownership.
 Executives Promises.
 (a)
    
    Confidentiality. The Confidential Information is and, at all times, shall
remain the exclusive property of the Company, and Executive
(i) shall hold the Confidential Information in strictest confidence and in a
position of trust for the Company and its Clients and Customers, and
(ii) except as may be necessary to perform Executives employment
duties with the Company, shall not (directly or indirectly) use for any
purpose, copy, duplicate, disclose, convey to any third-party or convert
any Confidential Information, either during the Employment Term or at
any time following termination of the Employment Term (by any Party,
for any reason, with or without cause), and (iii) upon the request of the
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Company at any time during or after the Employment Term, shall
immediately deliver to the Company all the Confidential Information in
Executives possession and shall neither convey to any third-party nor
retain any copies or duplicates thereof; and(b)
    
    Clients and Customers. During the Restricted Period, Executive (or any
entity owned or controlled by Executive) shall not directly or indirectly:
(i) solicit from or perform for any Client or Customer a Competitive
Activity, wherever such Client or Customer is located, or (ii) influence
(or attempt to influence) any Client or Customer to transfer such Clients
or Customers patronage or business from the Company, or
(iii) otherwise interfere with any business relationship of the Company
with any Client or Customer; and(c)
    
    Employees. During the Restricted Period, Executive (or any entity
owned or controlled by Executive) shall not directly or indirectly:
(i) employ, engage, contract for the services of, or solicit or otherwise
induce the services of any person who, during the one hundred eighty
(180)-day period immediately preceding commencement of the
Restricted Period or during the Restricted Period, is or was an employee
of the Company, or (ii) otherwise interfere with (or attempt to interfere
with) any employment relationship of the Company with any employee
of Bank.(d)
    
    Other Employment. During the Employment Term, Executive shall not
perform services (whether or not for compensation) as an employee,
independent contractor, consultant, representative or agent of any person,
sole proprietorship, partnership, limited liability company, corporation,
association (other than the Company), organization, or other entity
(governmental or otherwise) without the prior, written consent of the
President of the Company (or any person expressly designated by the
President).(e)
    
    Costs of Enforcement. Executive shall pay all reasonable legal fees,
court costs, expert fees, investigation costs, and other expenses incurred
by the Company in the enforcement of this Section 11.
 Importance of Executives Promises
 (a)
    
    during the Employment Term, Executive will materially assist the Company in the generation, development or enhancement of certain
Confidential Information, Clients and Customers and certain other
business assets and activities for Company; and(b)
    
    Executives promises in this Section 11: (1) were negotiated
at armslength and with ample time for Executive to seek the advice of legal
counsel, (2) are required for the fair and reasonable protection of the
Company and the Confidential Information, and (3) do not constitute an
unreasonable hardship to Executive in working for the Company or in
subsequently earning a livelihood in Executives field of expertise; and
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(c)
    
    if Executive breaches (or threatens to breach) any or all of the promises
in this Section 11: the secrecy and thereby the value of the Confidential
Information will be significantly jeopardized; the Company will be
subject to the immediate risk of material, immeasurable, and irreparable
damage and harm; the remedies at law for Executives breach shall be
inadequate; the Company shall therefore be entitled to injunctive relief
against Executive in addition to any and all other legal or equitable
remedies; and(d)
    
    if Executive had not agreed to the restrictive promises in this Agreement,
the Company would not have signed this Agreement.
 Extent and Continuation of Executives Promises
 Employment with Subsidiaries
 Survival
 Governing Law; Validity
 Counterparts.
 Miscellaneous
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LNB BANCORP, INC./s/ Mary E. Miles
    
    
    
    By: /s/ Daniel E. Klimas(Signature of First Witness)
    
    
    
    Daniel Klimas, President/s/ Karla Mileti
    
    
    
    - Company -(Signature of Second Witness)/s/ Mary E. Miles
    
    
    
    /s/ Dave S. Harnett(Signature of First Witness)
    
    
    
    Dave S. Harnett/s/ Karla Mileti
    
    
    
    457 Broadway(Signature of Second Witness)
    
    
    
    Address
Lorain, Ohio 44052City, State Executive -
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