Exhibit 10(l)SUPPLEMENTAL RETIREMENT AGREEMENTFOR GREGORY D. FRIEDMANTHIS AGREEMENT, made and entered into this 30th day of July, 1996, byand between LORAIN NATIONAL BANK (hereinafter referred to as the “Bank”), a national bankingassociation organized and existing under the laws of the United States, whose principal place ofbusiness is Lorain, Ohio, and GREGORY D. FRIEDMAN (hereinafter referred to as the “Executive”).WHEREAS, the Executive has rendered valuable services to the Bank formany years and it is the desire of the Bank to provide him with certainSupplemental Retirement Benefits in addition to the retirement benefits providedto him under the Lorain National Bank Retirement Pension Plan; andWHEREAS, the Executive has performed his duties in a capable andefficient manner, resulting in substantial growth and progress to the Bank; andWHEREAS, the Bank desires to retain the services of the Executive,and realizes that if the Executive were to leave the Bank it could suffer a substantial financialloss; andWHEREAS, the Executive is willing to continue in the employ of theBank if the Bank will agree to pay certain benefits in accordance with the provisions andconditions hereinafter set forth; andWHEREAS, it is understood and agreed that this Agreement is to beeffective as of June 4, 1996; andNOW, THEREFORE, in consideration of the mutual covenants containedherein, the parties agree as follows:1. Employment of the Executive     The Executive shall continue to perform duties for the Bank in such senior executive capacityas its Board of Directors may designate from time to time. The Executive’s employment shallcontinue until terminated pursuant to Employment Agreement entered into between Bank and Executive,dated September 11, 1995. The Executive shall devote his best efforts to the performance of hisduties for the Bank.2. Compensation     The Executive shall be compensated for the performance of his duties as provided for in theabove referred to Employment Agreement.3. Supplemental Retirement Benefit
 

 
     If the Executive’s employment with the Bank should cease for any reason other than dischargefor cause (as hereinafter defined) or a retirement prior to April 1, 2000, the Executive or hisbeneficiary, as the case may be, shall be entitled to receive the Supplemental Retirement Benefitor a form thereof.     (a) Normal Retirement     If the Executive remains in the continuous employ of the Bank and retires from activeemployment with the Bank on or after April 1, 2003, the Executive and/or his beneficiary will beentitled to receive a Supplemental Retirement Benefit which when added to the Executive’spension benefits and social security benefits would equal seventypercent (70%) of the Executive’s Lorain National Bank compensation forthe full calendar year of employment preceding Executive’sretirement as reflected on the Executive’s W-2 Federal Income TaxStatement for such year and payable each year for a ten (10) year period commencing one (1) monthafter Executive’s retirement date. TheSupplemental Retirement Benefit shall be paid annually or ratably intwelve (12) equal monthly installments each year during the ten (10)year period as the Executive or his beneficiary may elect.     (b) Early Retirement     In the event the Executive retires prior to April 1, 2003, the Executive and/or hisbeneficiary shall be entitled to receive an applicable percentage of the aforementionedSupplemental Retirement Benefit. The applicable percentage for the corresponding early retirementages are as follows:   Early  Retirement ApplicableAges Percentage57-61 0%62 25% of the full benefit (70%)63 50% of the full benefit (70%)64 75% of the full benefit (70%)     The corresponding benefits will be paid on a per year basis payable over a ten (10) yearperiod.     (c) Disability Benefit     If the Executive should become disabled while employed by the Bank and prior to reaching agesixty-five (65), the Executive will be eligible to receive his Supplemental Retirement Benefitcommencing at age 65, as if he had retired on or after April 1, 2003.     (d) Death Benefit     In the event the Executive should die after having established eligibility for benefits (basedon meeting either the early or normal
 

 
retirement age requirements) set forth under this Agreement, any amounts due or remaining to bepaid shall be paid to such beneficiary or beneficiaries as the Executive may have designated byfiling with the Bank a notice in writing in a form acceptable to the Bank. In theabsence of any such designation, such unpaid amounts shall be paid tothe Executive’s surviving spouse, or, if the Executive should diewithout a spouse surviving, to the Executive’s estate.     (e) Discharge Without Cause     If the Executive is discharged without cause, the Executive shall be entitled to receive theSupplemental Retirement Benefit equal to the corresponding amount as if he had retired on or afterApril 1, 2003. Supplemental retirement benefit payments shall commence to be paid to Executive atsuch time as Executive elects to begin receiving pension benefits and shall be based uponExecutive’s compensation for the last full calendar year of employment preceding Executive’sdischarge as reflected on Executive’s W-2 Federal Income Tax Statement for such year.     Executive shall be under no obligation to elect to receive Social Security benefits at anyspecific time during the Agreement term. For purposes of this Agreement, Executive’s pensionbenefit offset shall be calculated as though payable as a single life annuity for Executive’s lifeexpectancy.     For purposes of this Agreement, the term “discharge for cause” shall mean a termination of theExecutive’s employment by reason of his commission of any material act of dishonesty during hisemployment, or breach of the terms of his Employment Agreement, which, in the good faith opinion ofthe Board of Directors of the Bank, adversely affects the interests of the Bank or his convictionby a court of last resort of a felony involving moral turpitude committed during his employment.     For the purposes of this Agreement, the term “permanent disability” shall mean physical ormental impairment which prevents the Executive from engaging in further employment by the Bank as asenior executive on a full time basis and which, on the basis of medical evidence satisfactory tothe Board of Directors, is expected to continue for a period of six (6) months. It is intended thatthe events which shall give rise to an entitlement on the part of the Executive or his beneficiaryto receive the Supplemental Retirement Benefit or a form thereof shall include:     (i) The normal retirement of the Executive on or after April 1, 2003.     (ii) The early retirement of the Executive on or after April 1, 2000.     (iii) The permanent disability of the Executive.     (iv) The death of the Executive after reaching early retirement age.     (v) Discharge of the Executive without cause.
 

 
4. Non-alienation of Benefits     The right of the Executive, or any other person, to the payment of benefits under thisAgreement shall not be assigned, transferred, pledged or encumbered, any attempt to do so shall bevoid.5. Executive’s Rights Under This Agreement to be Those of an Unsecured Creditor of the Bank     The rights of the Executive under this Agreement, and of anybeneficiary of the Executive, shall be solely those of an unsecured creditor of the Bank. Nothingcontained in this Agreement and no action taken pursuant to the provisions of this Agreement shallcreate or be construed to create a trust of any kind or a fiduciary relationship between the Bankand the Executive or his beneficiaries. Any funds, insurance contracts or other assets of theBank, whether designated by the Bank to provide the benefits contemplated herein or