Exhibit 10(z) 

LNB Bancorp, Inc. 

2007 Management Incentive Plan 
For Key
Executives 

Section I. PURPOSE 

The LNB Bancorp, Inc. 2007 Management
Incentive Plan for Key Executives is designed to reward Key Executives with
incentive compensation payments for achieving profitability goals and subjective
goals.

Section II. DEFINITIONS


The following terms, as used in this
Plan, shall mean: 

	A.	      	Committee. The Compensation
      Committee of the Board of Directors of LNB Bancorp, Inc., or such other
      committee as such Board may designate.
	 
	B.		Employer
      or Lorain National Bank. LNB
      Bancorp, Inc., its subsidiaries and affiliates.
	 
	C.		Plan
      year. January 1, 2007 through
      December 31, 2007.
	 
	D.		Employee/Key
      Executive. The participants
      selected to participate in this Plan as described in Section III
      below.
	 
	E.		Plan. The LNB Bancorp, Inc. 2007 Management Incentive Plan
      for Key Executives.
	 
	F.		Incentive
      Payment. Cash payment earned by
      Employee on the Incentive Payment Date, as determined in accordance with
      Section IV and the other terms of this Plan.
	 
	G.		Incentive Payment
      Date. The date on which an
      Incentive Payment to Employee is paid, which shall be as soon as
      reasonably practicable after such payment is calculated and authorized by
      the Committee but not later than two and one-half months following the end
      of the Plan year.
	 
	H.		Profitability. Profitability
      is defined as net income after tax of LNB Bancorp, Inc. and its
      consolidated subsidiaries for the Plan year, as determined by the
      Committee. The Committee has the discretion to adjust for any unforeseen
      occurrences which may affect the profitability number.
	 
	I.		Profitability
      Goal. An amount of Profitability
      established as a goal by the Committee in its discretion and solely for
      purposes of this Plan, based on the Employer’s annual budget as determined
      by its Audit and Finance Committee. This goal will be communicated to each
      Key Executive when the Key Executive is selected to participate in this
      Plan.






Section III. ELIGIBILITY


Employees of Lorain National Bank,
other than the CEO, are eligible to participate in this Plan. Based upon CEO
recommendations, the Committee has the authority, in its discretion, to
designate the Employees who will participate in this Plan during the Plan year.


Section IV. AMOUNT OF INCENTIVE
PAYMENT 

Subject to the other terms of this
Plan, the amount of the Incentive Payment earned by an Employee under this Plan
will be determined, based on Employer’s actual Profitability achievement for the
Plan year relative to the percentage of the Profitability Goal, a percentage of
Employee’s base salary, and on other terms as determined, interpreted and
established in the sole discretion of the Committee. 

Section V. OTHER INCENTIVE PAYMENT
TERMS 

A. Payments and Deductions/Withholding Taxes. 

Employer will pay an Employee the
Incentive Payment on the Incentive Payment Date provided the Employee is an
active employee of Employer on that date. The amount of the Incentive Payment,
if any, shall be calculated as provided in Section IV of this Plan. Deductions
may also be made at the discretion of Employer and in accordance with applicable
law for any amounts the employee owes to Employer. 

Employer may withhold from any amounts
payable under or in connection with this Plan all federal, state, local and
other taxes as may be required to be withheld by Employer under applicable law
or governmental regulation or ruling. 

B. Incentive Payment Calculation. 

The Committee will have the sole
authority and discretion to evaluate all aspects of the Employer’s incentive
compensation awards and to determine performance and the total pool money
available to all Employees in the aggregate. Generally, subject in all cases to
terms as determined, interpreted and established in the sole discretion of the
Committee, the total pool of money available to all Employees will be based upon
whether the Employer achieves actual Profitability for the Plan year that falls
within a range of specified minimum, target and maximum percentages of the
Profitability Goal, and will be zero if the Employer does not achieve actual
Profitability for the Plan year that is equal to at least the specified minimum
percentage of the Profitability Goal. The CEO will determine the distribution to
the Key Executives, subject to Committee approval in its sole discretion.


The Committee retains the right and
authority (in addition to any other rights or remedies of Employer) not to pay
all or any part of an Incentive Payment to any Employee based on operational
wrongdoing or misconduct of the Employee, as determined by the Committee in its
sole discretion. The Employer must document all such exceptions to this Plan,
including but not limited to, forfeiture of payments. 

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D. Special Circumstances. 

1. Conflicts with Law. If any provision
of this Plan violates local, state or federal law, the applicable law shall
control. 

2. Voluntary or Involuntary Termination.
If Employee’s employment is voluntarily or involuntarily terminated before the
Incentive Payment Date, Employee is not entitled to receive and will forfeit the
Incentive Payment. Employee must be employed on the Incentive Payment Date to be
entitled to the Incentive Payment. 

3. Transfer. If an Employee transfers to
another position within Employer that does not participate under this Plan
before the Incentive Payment Date, the Employee is not entitled to receive and
will forfeit the Incentive Payment. A payment of a pro-rated amount of the
Incentive Payment may be awarded in the Committee’s sole discretion.

4. Leave of Absence. Incentive Payments
will be pro-rated based on months of active employment as determined by the
Committee in its sole discretion. An Employee on a leave of absence must be
employed on the Incentive Payment Date to receive an Incentive Payment.


5. Death. In the event of the Employee’s
death before the Incentive Payment Date, the Employee’s estate is not entitled
to receive and will forfeit the Incentive Payment. A payment of a pro-rated or
full amount of the Incentive Payment may be awarded in the Committee’s sole
discretion.

Section VI. NON-SOLICITATION AND
CONFIDENTIALITY 

A. Non-Solicitation. 

In consideration of Employee’s
participation in this Plan, Employee agrees that during the term of Employee’s
employment and for one year after Employee’s voluntary termination of employment
or termination of employment for cause, Employee will not, directly or
indirectly: (1) influence or advise any other person to employ or solicit for
employment anyone who is employed by Employer on the date of Employee’s
separation; (2) influence or advise any person who is or shall be in the service
of Employer to leave the service of Employer; (3) use any of the information or
business secrets used by Employer, except in accordance with Employer’s policies
in the regular course of Employee’s duties for Employer; (4) disclose the
proprietary methods of conducting the business of Employer, except in accordance
with Employer’s policies in the regular course of Employee’s duties for
Employer; (5) make any statement or take any actions that may interfere with
Employer’s customers, except in accordance with Employer’s policies in the
regular course of Employee’s duties for Employer; or (6) attempt to divert any
of the business of Employer or any business which Employer has a reasonable
expectation of obtaining by soliciting, contacting, or communicating with any
customers and/or potential customers which have been derived from leads or lists
developed and delivered to Employee by Employer. 

B. Confidentiality. 

In consideration of Employee’s
participation in this Plan, Employee agrees that during and following
termination of employment with Employer, Employee will hold in strictest
confidence and will not disclose to anyone, except in accordance with Employer’s
policies in the regular course of Employee’s duties for Employer, any
information concerning: 

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1. The business or affairs of, or
nonpublic information concerning, a current, past or prospective customer of
Lorain National Bank.
2. The development of
any product, device, method or invention of Lorain National
Bank.
3. Any information concerning Lorain
National Bank or its operations not readily available to the public, unless
expressly authorized by the President or any Vice President of Lorain National
Bank. 

Employee further agrees that all rights,
title and interest to any product, device, invention, or enhancement to a
product or service, developed during his or her employment with Employer and
using Employer resources or know-how, shall belong exclusively to Lorain
National Bank. Employee agrees to execute any documents necessary to reflect
Lorain National Bank’s exclusive ownership in such items. 

Upon termination of employment with
Employer, Employee will deliver to Lorain National Bank all documents, notes,
materials and all copies thereof, relating to the operations or the business of
Lorain National Bank and its customers. 

B. Related Provisions 

1. Prior
Agreements. This Section VI does not
supercede any prior agreements or understandings between Employer and Employee
to the extent that such prior agreement or understanding is more favorable with
respect to Employer. 

2. Equitable Relief. Employee
acknowledges and agrees that the covenants contained in this Section VI are of a
special nature and that any breach, violation or evasion by Employee of the
terms of Section VI will result in immediate and irreparable injury and harm to
Employer, for which there is no adequate remedy at law, and will cause damage to
Employer in amounts difficult to ascertain. Accordingly, Employer shall be
entitled to the remedy of injunction, as well as to all other legal or equitable
remedies to which Employer may be entitled (including, without limitation, the
right to seek monetary damages), for any breach, violation or evasion by
Employee of the terms of Section VI. 

Section VII. GENERAL PROVISIONS


1. Administration. The Plan shall be
administered by the Committee. The Committee has the sole and exclusive
authority, subject to any limitations specifically set forth in this Plan, to:
adopt, amend, alter and repeal this Plan at any time as it deems advisable in
its sole discretion from time to time; construe, interpret, administer and
implement the terms and provisions of this Plan; and otherwise supervise the
administration of this Plan. Notwithstanding the foregoing, all decisions made
by the Committee pursuant to the provisions of this Plan are final and binding
on all persons, including Employee, but may be made by their terms subject to
ratification or approval by the Board of Directors of LNB Bancorp, Inc. or
another committee of the Board of Directors. 

2. No
Implied Rights to Employment. Neither this
Plan nor any Incentive Payment hereunder shall be construed as giving any
individual any right to continued employment or any particular level of salary
or benefits with Employer. This Plan does not constitute a contract of
employment, and Employer expressly reserves the right at any time to terminate
any Employee free from liability or any claim. 

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3. Other
Compensation Plans. Nothing contained in this
Plan prevents Employer from adopting or modifying other or additional
compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases. 

4. Successors; Amendments. All
obligations of Employer with respect to Incentive Payments under this Plan are
binding on any successor to Employer, whether as a result of a direct or
indirect purchase, merger, consolidation or otherwise of all or substantially
all of the business and/or assets of Employer.
Employee may not assign any rights or obligations
under this Plan without the written consent of Employer. Subject to the
Committee’s rights under Section VII.1. above, none of the terms of Section VI
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing, and is signed by Employee and by an
authorized officer of Employer. 

5. Validity. The invalidity or
unenforceability of any provision or provisions of this Plan shall not affect
the validity or enforceability of any other provision of this Plan, which shall
remain in full force and effect. In the event that any provision of Section VI
is found by a court of competent jurisdiction to be invalid or unenforceable as
against public policy, such court shall exercise its discretion in reforming
such provision to the end that Employee shall be subject to such restrictions
and obligations as are reasonable under the circumstances and enforceable by
Employer. 

6. Governing Law; Interpretation. This
Plan shall be construed in accordance with and governed by the laws of the State
of Ohio, without giving effect to the conflict of law principles of such State.
This Plan is not intended to be governed by the Employee Retirement Income
Security Act and shall be so construed and administered. The headings contained
herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Plan. 

7. Entire
Agreement. This Plan embodies the entire
agreement and understanding between Employer and Employee with respect to the
subject matter hereof, and supercedes all prior agreements and understandings
relating hereto, except as expressly stated herein.


Employee and Employer have agreed to the
terms of this Plan as of the latest date set forth below. 


	“Employee”  	  	  	  
	Approved:  	  	    	Date:  	                    
	  	[Fill in Name of
      Employee]  	  
	 		
	“Employer”  	  	  	  
	Approved:  	  	  	Date:  	 
	  	By: Daniel E. Klimas, President &
      CEO  		  




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