Exhibit 10.1




                                LNB Bancorp, Inc.

                         2009 Management Incentive Plan
                               For Key Executives

                        (Restated as of November 5, 2009)

Section I.        PURPOSE

The LNB Bancorp,  Inc.  2009  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, 2009 through December 31, 2009.

D.       Employee/Key  Executive.  The  participants  selected to participate in
         this Plan as described in Section III below.

E.       Plan.  The LNB Bancorp,  Inc. 2009  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.

<PAGE>


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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<PAGE>

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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<PAGE>

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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<PAGE>

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.

Section VIII.     EESA COMPLIANCE

To the extent that an Employee and an  Incentive  Payment are subject to Section
111 of the Emergency  Economic  Stabilization  Act of 2008 and any  regulations,
guidance or interpretations that may from time to time be promulgated thereunder
or  any  other  applicable   statute  or  regulation   affecting  an  Employee's
compensation  ("EESA or Other  Applicable  Law"),  then any  payment of any kind
provided for by, or accrued with respect to, the  Incentive  Payment must comply
with  EESA or Other  Applicable  Law,  and this  Plan  shall be  interpreted  or
reformed to so comply. If the making of any payment pursuant to, or accrued with
respect to, the Incentive  Payment would violate EESA or Other  Applicable  Law,
the  affected  Employees  shall be deemed to have  waived  their  rights to such
payments or accruals. In addition,  if applicable,  an Incentive Payment will be
subject to forfeiture or repayment,  and subject to recovery by Employer, if the
Incentive Payment is based on financial  statements or other performance metrics
that are later  determined  to be materially  inaccurate.  In the event that the
Committee  determines by at least a majority  vote that an Incentive  Payment to
Employee is  recoverable  pursuant to the  foregoing,  Employee  shall repay the
aggregate amount of such Incentive  Payment,  to the fullest extent permitted by
law, within 15 business days following written notice to Employee by Employer of
such determination.


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<PAGE>

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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