LNB BANCORP, INC.
STOCK APPRECIATION RIGHTS PLAN
    Name and Purposes
 Certain Definitions




---



##### 



2




---



##### 



Authority and Duties of the Committee
    (i)
    
    select the Eligible Employees to whom SARs are granted;(ii)
    
    determine the timing of SARs granted;(iii)
    
    determine the number of Shares relating to each SAR granted hereunder;(iv)
    
    determine the other terms and conditions, not inconsistent with the terms of this Plan, of any
SAR granted hereunder; such terms and conditions include, but are not limited to, the Exercise
Price, the time or times when Stock Appreciation Rights may be exercised (which may be based on
performance objectives), any Vesting, acceleration or waiver of forfeiture restrictions, any
performance criteria applicable to an SAR, and any restriction or limitation regarding any Stock
Appreciation Right, based in each case on such factors as the Committee, in its sole discretion,
shall determine;(v)
    
    determine whether any conditions or objectives related to SARs have been met;(vi)
    
    subsequently modify or waive any terms and conditions of SARs, not inconsistent with the terms
of this Plan;(vii)
    
    adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan
as it deems advisable from time to time;(viii)
    
    promulgate such administrative forms as it from
time to time deems necessary or appropriate for
administration of the Plan;(ix)
    
    construe, interpret, administer and implement the
terms and provisions of this Plan,
 3




---



##### 



any SAR and any
related agreements;
 (x)
    
    correct any defect, supply any omission and
reconcile any inconsistency in or between the Plan,
any SAR and any related agreements; and(xi)
    
    otherwise supervise the administration of this Plan.
   Delegation of Duties
 Limitation of Liability
   Total Stock Appreciation Rights Limit
 Participant Limit.
 SARs Not Exercised
 Dilution and Other Adjustments
 4




---



##### 



provided, however
   Eligibility
 Plan Agreements
   SAR Grant and Agreement
 Terms and Conditions of SARs
 Term
 Exercisability
 5




---



##### 



Exercise Price provided, however e.g. provided, however
 Method of Exercise
 SAR Payable Solely in Cash.
 Early Termination Prior to Expiration
 Other Terms and Conditions of SAR Grants
 Special Limitations
 6




---



##### 



Transfer of Participant
 Effect of Leaves of Absence
      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;
  7




---



##### 



(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,(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 suchBusiness 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
 8




---



##### 



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 9.1(c) shall be deemed to be a
Non-Qualifying Transaction); or
   Effect of Change in Control
      9




---



##### 



SARs Are Non-Transferable
 Inter-Vivos Exercise of SARs; Limited Transferability of Certain SARs
   Amendment or Discontinuation of this Plan
    Amendment of Grants
 10




---



##### 



In General
   No Implied Rights to SARs or Employment
 Other Compensation Plans
 Rule 16b-3 Compliance
 Successors
 Severability
 11




---



##### 



Governing Law
   Effective Date
    12