LNB BANCORP, INC.
2006 STOCK INCENTIVE PLAN
    Name and Purposes
 Certain Definitions




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Authority and Duties of the Committee
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(i)
    
    select the Eligible Employees to whom Awards are granted;(ii)
    
    determine the types of Awards granted and the timing of such Awards;(iii)
    
    determine the number of Shares to be covered by each Award granted hereunder;(iv)
    
    determine whether an Award is, or is intended to be, performance-based compensation within the meaning of
Section 162(m) of the Code;(v)
    
    determine the other terms and conditions, not inconsistent with the terms of this Plan, of any Award granted
hereunder; such terms and conditions include, but are not limited to, the Exercise Price, the time or times
when Options or Stock Appreciation Rights may be exercised (which may be based on performance objectives),
any Vesting, acceleration or waiver of forfeiture restrictions, any performance criteria (including any
performance criteria as described in Section 162(m)(4)(C) of the Code) applicable to an Award, and any
restriction or limitation regarding any Option or Stock Appreciation Right or the Common Shares relating
thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine;(vi)
    
    determine whether any conditions or objectives related to Awards have been met,
including any such determination required for compliance with Section 162(m) of the
Code;(vii)
    
    subsequently modify or waive any terms and conditions of Awards, not inconsistent
with the terms of this Plan;(viii)
    
    adopt, alter and repeal
such administrative
rules, guidelines and
practices governing this
Plan as it deems
advisable from time to
time;(ix)
    
    promulgate such administrative forms as it from time to
time deems necessary or appropriate for administration of
the Plan;(x)
    
    construe, interpret, administer and implement the terms and provisions of this Plan,
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any Award and any related agreements;(xi)
    
    correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any Award and
any related agreements;(xii)
    
    prescribe any legends to be affixed to certificates
representing Shares or other interests granted or issued
under the Plan; and(xiii)
    
    otherwise supervise the administration of this Plan.
   Delegation of Duties
 Limitation of Liability
   Total Shares Limitation
 Other Limitations
 Stock Option Limitations
 Restricted Share, Restricted Share Unit and Performance Share Limitations.
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Participant Limitation
 Awards Not Exercised; Effect of Receipt of Shares
 Dilution and Other Adjustments
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Eligibility
 Plan Agreements
   Option Grant
 Terms and Conditions of Grants
 Exercise Price provided, however e.g. provided,
however
 Option Term
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Vesting
 Method of Exercise
 (i)
    
    in cash in any manner satisfactory to the Committee;(ii)
    
    by tendering (by either actual delivery of Shares or by
attestation) unrestricted Shares that are owned on the date
of exercise by the person entitled to exercise the Stock
Option having an aggregate Fair Market Value on the date of
exercise equal to the Exercise Price applicable to such
Stock Option exercise, and, with respect to the exercise of
NQSOs, including restricted Shares;(iii)
    
    by a combination of cash and
unrestricted Shares that are
owned on the date of
exercise by the person
entitled to exercise the
Stock Option; and(iv)
    
    by another method permitted
by law and affirmatively
approved by the Committee
which assures full and
immediate payment or
satisfaction of the Exercise
Price.
   Limitation on Gain
 Form
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Special Limitations on Stock Option Awards
 Termination of Grants Prior to Expiration
   Eligibility
 Special ISO Rules
 Term
 Ten Percent Shareholder
 Limitation on Grants
 Non-Transferability
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Termination of Employment
 Fair Market Value
 Subject to Code Amendments
   SAR Grant and Agreement
 SARs Granted in Conjunction with Option
 Term
 Exercisability
 Method of Exercise
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Independent SARs
 Term
 Exercisability
 Exercise Price provided,
however e.g. provided, however
 Method of Exercise
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Early Termination Prior to Expiration
 Other Terms and Conditions of SAR Grants
 Special Limitations on SAR Awards
   Restricted Share Grants and Agreements
 Terms and Conditions of Restricted Share Grants
 Purchase Price
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Restrictions
 (i)
    
    a prohibition against the sale, transfer,
pledge or other encumbrance of the Restricted
Shares, such prohibition to lapse at such
time or times as the Committee determines
(whether in installments or otherwise, but
subject to the Change in Control provisions
in Article 11);(ii)
    
    a requirement that the participant forfeit
such Restricted Shares in the event of
termination of the participants employment
with the Company or its Affiliates prior to
Vesting;(iii)
    
    a prohibition against employment or retention
of the participant by any competitor of the
Company or its Affiliates, or against
dissemination by the participant of any
secret or confidential information belonging
to the Company or an Affiliate;(iv)
    
    any applicable requirements arising under the
Securities Act of 1933, as amended, other
securities laws, the rules and regulations of
The Nasdaq Stock Market or any other stock
exchange ortransaction reporting system upon which such
Restricted Shares are then listed or quoted
and any state laws, rules and regulations,
including blue sky laws; and(v)
    
    such additional restrictions as are required to avoid adverse
tax consequences under Code Section 409A.
  Delivery of Shares
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Forfeiture of Shares
 Voting and Other Rights
 Restricted Share Unit Awards and Agreements
 Terms and Conditions of Restricted Share Unit Awards
 Purchase Price
 Restrictions
 (i)
    
    a prohibition against the sale, transfer, pledge or other
encumbrance of the Restricted Share Unit;(ii)
    
    a requirement that the participant forfeit such Restricted
Share Unit in the event of
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termination of the participants
employment with the Company or its Affiliates prior to
Vesting;(iii)
    
    a prohibition against employment of the
participant by, or provision of services by
the participant to, any competitor of the
Company or its Affiliates, or against
dissemination by the participant of any
secret or confidential information belonging
to the Company or an Affiliate;(iv)
    
    any applicable requirements arising under
the Securities Act of 1933, as amended,
other securities laws, the rules and
regulations of The Nasdaq Stock Market or
any other stock exchange or transaction
reporting system upon which the Common
Shares are then listed or quoted and any
state laws, rules and interpretations,
including blue sky laws; and(v)
    
    such additional restrictions as are required to avoid
adverse tax consequences under Code Section 409A.
  Performance-Based Restrictions
 Voting and Other Rights provided, however
 Lapse of Restrictions
 Forfeiture of Restricted Share Units
 Termination
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Special Limitations on Restricted Share Unit Awards
 Time Vesting of Restricted Share and Restricted Share Unit Awards
   Performance Share Awards and Agreements
 Performance Objectives
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Adjustment of Performance Objectives
 Other Terms and Conditions
 Delivery of Shares
 Termination
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Voting and Other Rights provided, however
 Performance-Based Compensation
 Time Vesting of Performance Share Awards
 Special Limitations on Performance Share Awards
   Transfer of Participant
 Effect of Leaves of Absence
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Change in Control Defined
  (i)
    
    any person becoming a director subsequent to the effective date of
this Plan, 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 of Directors (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(ii)
    
    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 of Directors shall be deemed to be an Incumbent Director;
  (i)
    
    by the Company or any Subsidiary,(ii)
    
    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,
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(iii)
    
    by any underwriter temporarily holding securities pursuant to an offering of
such securities,(iv)
    
    pursuant to a Non-Qualifying Transaction (as defined in paragraph (c), below), or(v)
    
    a transaction (other than one described in paragraph (c), below) in which Company Voting Securities are
acquired from the Company, if a majority of the Incumbent Directors approves a resolution providing
expressly that the acquisition pursuant to this subparagraph (v) does not constitute a Change in
Control under this paragraph (b);
  (i)
    
    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,(ii)
    
    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(iii)
    
    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 of Director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 (i), (ii) and
(iii) of this Section 11.1(c) shall be deemed to be a
Non-Qualifying Transaction); or
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Effect of Change in Control
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Code Section 409A
   Awards Are Non-Transferable
 Inter-Vivos Exercise of Awards
 Limited Transferability of Certain Awards
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Amendment or Discontinuation of this Plan
    Amendment of Grants
   Issuance of Shares
 Delivery of Share Certificates
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Applicable Restrictions on Shares
 Book Entry
   In General
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Withholding from Share Distributions
   No Implied Rights to Awards or Employment
 Other Compensation Plans
 Rule 16b-3 Compliance
 Code Section 162(m) Compliance
 Successors
 Severability
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Governing Law
 Legal Requirements
   Effective Date
 Termination Date
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