Exhibit 10.1
    

    
      


    

    
      CHANGE IN CONTROL
    

    
      SUPPLEMENTAL EXECUTIVE COMPENSATION AGREEMENT
    

    
                This Agreement, effective as of the ____ day of May, 2013, by
      and between LNB Bancorp, Inc., an Ohio corporation (the
      "Company"), and ___________ ("Executive"), is to EVIDENCE THAT:
    

    
                WHEREAS the Company considers the establishment and
      maintenance of a sound and vital management team for the Company and its
      Subsidiaries (as defined in Section 1) to be essential to protecting and
      enhancing the best interests of the Company and its shareholders; and
    

    
                WHEREAS the Company recognizes that, as is the case with many
      publicly held corporations, the possibility of a change in control may
      arise and that such possibility may result in the departure or
      distraction of management personnel to the detriment of the Company and
      its shareholders; and
    

    
                WHEREAS the Board of Directors of the Company (the "Board")
      has determined that it is in the best interests of the Company and its
      shareholders to secure Executive's continued services for the Company
      and/or its Subsidiaries and to ensure Executive's continued and
      undivided dedication to Executive's duties in the event of any
      occurrence of a Change in Control (as defined in Section 1) involving
      the Company; and
    

    
                WHEREAS Executive and the Company acknowledge that the terms
      and conditions of this Agreement shall apply only if a Change in Control
      occurs, except for the covenants contained in Section 11 which shall
      apply in all circumstances; and
    

    
                WHEREAS Executive further acknowledges and agrees that this
      Agreement does not alter Executive's status as an "employee at will"
      with the Company;
    

    
                NOW, THEREFORE, for and in consideration of the mutual
      covenants and agreements herein contained, and intending to be legally
      bound hereby, the Company and Executive (collectively, the "Parties"
      and, individually, a "Party") hereby agree as follows:
    

    
                1.        Definitions.  As
      used in this Agreement, the following terms shall have the respective
      meanings set forth below:
    

    
      (a)       "Bonus Amount" means the highest annual incentive bonus earned
      by Executive from the Company (or its Subsidiaries) during the last
      three (3) completed fiscal years of the Company immediately preceding
      Executive’s Date of Termination.
    

    
      (b)       "Cause" means any one or more of the following:  (i) the
      willful and continued failure of Executive to perform substantially
      Executive's duties with the Company or its Subsidiaries (other than any
      such failure resulting from Executive's Disability or any such failure
      subsequent to Executive being delivered a Notice of Termination without
      Cause by the Company or its Subsidiaries or after Executive delivering a
      Notice of Termination for Good Reason to the Company or its
      Subsidiaries) after a written demand for substantial performance is
      delivered to Executive by the Board which specifically identifies the
      manner in which the Board believes that Executive has not substantially
      performed Executive's duties and provides Executive with ten (10)
      business days to correct such failure; or (ii) the willful engaging by
      Executive in illegal conduct or gross misconduct which is injurious to
      the Company or its Subsidiaries; or (iii) the conviction of Executive
      of, or a plea by Executive of nolo contendere to, a felony; or
      (iv) Executive's breach of or failure to perform any of the
      non-competition and non-disclosure covenants contained in Section 11 of
      this Agreement or contained in any other document signed by Executive
      and by the Company (or any Subsidiary).  For purposes of this paragraph
      (b), no act or failure to act by Executive shall be considered "willful"
      unless done or omitted to be done by Executive in bad faith and without
      reasonable belief that Executive's action or omission was in the best
      interests of the Company and its Subsidiaries.  Any act or failure to
      act based upon authority given pursuant to a resolution duly adopted by
      the Board, based upon the advice of counsel for the Company, or based
      upon the instructions of the Company's chief executive officer or
      another senior officer of the Company shall be conclusively presumed to
      be done, or omitted to be done, by Executive in good faith and in the
      best interests of the Company and its Subsidiaries.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (c)       "Change in Control" means the occurrence of any one of the
      following events:
    

    
      (i)       if individuals who, on the date of this Agreement, constitute
      the Board (the "Incumbent Directors") cease for any reason to constitute
      at least a majority of the Board; provided, however, that: (A) any
      person becoming a director subsequent to the date of this Agreement,
      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
      (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 (B) 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 shall be deemed to be an Incumbent
      Director;
    

    
      (ii)      if any "person" (as such term is defined in Section 3(a)(9) of
      the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
      as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or
      becomes a "beneficial owner" (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company
      representing thirty percent (30%) or more of the combined voting power
      of the Company's then-outstanding securities eligible to vote for the
      election of the Board (the "Company Voting Securities"); provided,
      however, that the events described in this clause (ii) shall not be
      deemed to be a Change in Control by virtue of any of the following
      acquisitions:  (A) by the Company or any Subsidiary; (B) 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; (C) by any underwriter temporarily holding securities
      pursuant to an offering of such securities; (D) pursuant to a
      Non-Qualifying Transaction (as defined in clause (iii) of this paragraph
      (c), below); (E) pursuant to any acquisition by Executive or by any
      group of persons including Executive (or any entity controlled by
      Executive or any group of persons including Executive); or (F) a
      transaction (other than one described in clause (iii) of this 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
      (F) does not constitute a Change in Control under this clause (ii);
    

    
      
        

        

      

      
        
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      (iii)     upon the consummation of a merger, consolidation, share
      exchange or similar form of corporate transaction involving the Company
      or any of its Subsidiaries that requires the approval of the Company's
      shareholders, whether for such transaction or the issuance of securities
      in the transaction (a "Business Combination"), unless immediately
      following such Business Combination: (A) more than fifty percent (50%)
      of the total voting power of either (1) the corporation resulting from
      the consummation of such Business Combination (the "Surviving
      Corporation") or, if applicable, (2) 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; (B) 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 thirty percent (30%) 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 (C) 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'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
      (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
      Transaction"); or
    

    
      (iv)      upon liquidation or dissolution of the Company or consummation
      of the sale of all or substantially all of the Company's assets but only
      if, pursuant to such liquidation or sale, the assets of the Company are
      transferred to an entity not owned (directly or indirectly) by the
      Company's shareholders.
    

    
      Notwithstanding the foregoing, a Change in Control shall not be deemed
      to occur solely because any person acquires beneficial ownership of more
      than thirty percent (30%) of Company Voting Securities as a result of
      the acquisition of Company Voting Securities by the Company which
      reduces the number of Company Voting Securities outstanding; provided,
      however, that if (after such acquisition by the Company) such person
      becomes the beneficial owner of additional Company Voting Securities
      that increases the percentage of outstanding Company Voting Securities
      beneficially owned by such person, a Change in Control shall then
      occur.  Notwithstanding anything in this Agreement to the contrary, if
      (A) Executive's employment is terminated prior to a Change in Control
      for reasons that would have constituted a Qualifying Termination if they
      had occurred following a Change in Control, (B) Executive reasonably
      demonstrates that such termination (or event constituting Good Reason)
      was at the request of a third party who had indicated an intention or
      taken steps reasonably calculated to effect a Change in Control, and (C)
      a Change in Control involving such third party (or a party competing
      with such third party to effectuate a Change in Control) does occur,
      then (for purposes of this Agreement) the date immediately prior to the
      date of such termination of employment (or event constituting Good
      Reason) shall be treated as a Change in Control.
    

    
      
        

        

      

      
        
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      (d)       "Date of Termination" means (1) the effective date on which
      Executive's employment by the Company and its Subsidiaries terminates as
      specified in a prior written notice by the Company, a Subsidiary or
      Executive (as the case may be) to the other, delivered pursuant to
      Section 9, or (2) if Executive's employment by the Company terminates by
      reason of death, the date of death of Executive, or (3) if the Executive
      incurs a Disability, the date of such Disability as determined by a
      physician chosen by the Company. For purposes of determining the timing
      of payments and benefits to Executive under Section 4, the date of the
      actual Change in Control shall be treated as Executive's Date of
      Termination.
    

    
      (e)       "Disability" means Executive's inability to perform
      Executive's then-existing duties with the Company or its Subsidiaries on
      a full-time basis for at least one hundred eighty (180) consecutive days
      as a result of Executive's incapacity due to physical or mental illness.
    

    
      (f)       "Good Reason" means, without Executive's express written
      consent, the occurrence of any of the following events after a Change in
      Control:
    

    
      (i)       (A) any change in the duties or responsibilities (including
      reporting responsibilities) of Executive that is inconsistent in any
      material and adverse respect with Executive's positions, duties,
      responsibilities or status with the Company or its Subsidiaries
      immediately prior to such Change in Control (including any material and
      adverse diminution of such duties or responsibilities), or (B) a
      material and adverse change in Executive's titles or offices (including,
      if applicable, membership on the Board) with the Company or its
      Subsidiaries as existing immediately prior to such Change in Control;
    

    
      (ii)      (A) a reduction by the Company or its Subsidiaries in
      Executive's rate of annual base salary as in effect immediately prior to
      such Change in Control (or as such annual base salary may be increased
      from time to time thereafter), or (B) the failure by the Company or its
      Subsidiaries to pay Executive an annual bonus (if any) in respect of the
      year in which such Change in Control occurs;
    

    
      (iii)     any requirement of the Company or its Subsidiaries that
      Executive:  (A) be based anywhere more than fifty (50) miles from the
      Executive's residence at the time of the Change in Control, or (B)
      travel on Company or Subsidiary business to an extent substantially
      greater than the travel obligations of Executive immediately prior to
      such Change in Control;
    

    
      
        

        

      

      
        
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      (iv)      the failure of the Company or its Subsidiaries to continue in
      effect any material employee benefit plan, compensation plan, welfare
      benefit plan or other material fringe benefit plan in which Executive is
      participating immediately prior to such Change in Control or the taking
      of any action by the Company or its Subsidiaries which would materially
      and adversely affect Executive's participation in or reduce Executive's
      benefits under any such plan, unless Executive is permitted to
      participate in other plans providing Executive with substantially
      equivalent benefits in the aggregate; or
    

    
      (v)       the failure of the Company to obtain the assumption (and, if
      applicable, guarantee) agreement from any successor (and Parent
      Corporation) as contemplated in Section 8(b).
    

    
      Notwithstanding any contrary provision in this Agreement:  (A) an
      isolated, insubstantial and inadvertent action taken in good faith and
      which is remedied by the Company within ten (10) days after receipt of
      notice thereof given by Executive shall not constitute Good Reason; and
      (B) Executive's right to terminate employment for Good Reason shall not
      be affected by Executive's Disability; and (C) Executive's continued
      employment shall not constitute a consent to, or a waiver of rights with
      respect to, any event or condition constituting Good Reason (provided,
      however, that Executive must provide notice of termination of employment
      within thirty (30) days following Executive's knowledge of an event
      constituting Good Reason or such event shall not constitute Good Reason
      under this Agreement).
    

    
      (g)       “Highest Base Salary” means Executive’s highest annual base
      salary (excluding any bonuses) paid to Executive by the Company and by
      any Subsidiary during the Company’s last three (3) fiscal years
      completed immediately prior to the Date of Termination.
    

    
      (h)       "Qualifying Termination" means a termination of Executive's
      employment after a Change in Control and during the Termination Period
      (as defined herein) (i) by the Company or its Subsidiaries other than
      for Cause, or (ii) by Executive for Good Reason.  Termination of
      Executive's employment on account of death or Disability shall not
      constitute a Qualifying Termination.
    

    
      (i)       "Retirement" means the termination of Executive's employment
      with the Company and its Subsidiaries:  (A) on or after the first of the
      month coincident with or next following Executive's attainment of age
      sixty-five (65), or (B) on such later date as may be provided in a
      written agreement between the Company or its Subsidiaries and Executive.
    

    
      (j)       "Subsidiary" means any corporation or other entity in which
      the Company:  (A) has a direct or indirect ownership interest of fifty
      percent (50%) or more of the total combined voting power of the
      then-outstanding securities or interests of such corporation or other
      entity entitled to vote generally in the election of directors, or (B)
      has the right to receive fifty percent (50%) or more of the distribution
      of profits or fifty percent (50%) of the assets upon liquidation or
      dissolution.
    

    
      
        

        

      

      
        
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      (k)       "Termination Period" means the two (2) year period beginning
      with a Change in Control and ending two (2) years following such Change
      in Control.
    

    
                2.        Obligation
      of Executive.  In the event of a tender or exchange offer, proxy
      contest, or the execution of any agreement which, if consummated, would
      constitute a Change in Control, Executive agrees (as a condition to
      receiving any payments and benefits hereunder) not to voluntarily leave
      the employ of the Company (other than as a result of Disability,
      Retirement or an event which would constitute Good Reason if a Change in
      Control had occurred) until the Change in Control occurs or, if earlier,
      such tender or exchange offer, proxy contest, or agreement is terminated
      or abandoned.
    

    
                3.        Term
      of Agreement.  The term of this Agreement shall be effective on
      the date hereof and shall continue in effect until the Company shall
      have given two (2) years' written notice of cancellation; provided,
      however, that (notwithstanding the delivery of any such notice) the term
      of this Agreement shall continue in effect for a period of two (2) years
      after a Change in Control, if such Change in Control shall have occurred
      during the term of this Agreement. Notwithstanding anything in this
      Agreement to the contrary, the term of this Agreement shall terminate if
      Executive or the Company terminates Executive's employment prior to a
      Change in Control.
    

    
                4.        Benefits
      Upon Qualifying Termination of Employment.
    

    
      (a)       Qualifying Termination —
      Cash Payment.  If, during the Termination Period, Executive's
      employment with the Company and its Subsidiaries terminates pursuant to
      a Qualifying Termination, then the Company shall pay to Executive,
      within twenty (20) days following the Date of Termination, a lump sum
      cash amount equal to the sum of (i) one hundred twenty-five percent
      (125%) of Executive's Highest Base Salary, as defined in Section 1(g),
      through the Date of Termination and any base salary and bonuses which
      have been earned and are payable, to the extent not theretofore paid or
      deferred, plus (ii) one hundred twenty-five percent (125%) of
      Executive's Bonus Amount.
    

    
      (b)       Qualifying Termination ―
      Continued Coverage.  If, during the Termination Period, Executive's
      employment with the Company and its Subsidiaries terminates pursuant to
      a Qualifying Termination, the Company shall continue to provide, for a
      period of fifteen (15) months following the Date of Termination,
      Executive (and Executive's dependents, if applicable) with the same
      level of medical insurance benefits upon substantially the same terms
      and conditions (including contributions required by Executive for such
      benefits) as existed immediately prior to Executive's Date of
      Termination (or, if more favorable to Executive, as such benefits and
      terms and conditions existed immediately prior to the Change in
      Control); provided, however, that if Executive is not eligible to
      continue to participate in the Company plan providing such benefits, the
      Company shall otherwise provide such benefits on the same after-tax
      basis as if continued participation had been permitted.  Notwithstanding
      the foregoing, in the event Executive becomes re-employed with another
      employer and becomes eligible to receive medical insurance benefits from
      such employer, the medical insurance benefits described herein shall be
      secondary to such benefits during the period of such eligibility but
      only if (and to the extent that) the Company reimburses Executive for
      any increased cost and provides any additional benefits necessary to
      give Executive the benefits provided hereunder. Executive's accrued
      benefits as of the Date of Termination under the Company's medical
      insurance plan shall be payable in accordance with the terms of such
      plan.
    

    
      
        

        

      

      
        
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      Notwithstanding any contrary provision set forth in this Agreement,
      Company's payments to Executive shall be reduced to the extent that such
      payments (together with all other payments by Company to Executive under
      all other written or verbal agreements between Company and Executive)
      constitute an "excess parachute payment" under Section 280G of the
      Internal Revenue Code (as may be periodically amended).
    

    
                5.        Withholding
      Taxes.  The Company shall withhold from all payments due to
      Executive hereunder all taxes which, by applicable Federal, State, local
      or other law, the Company is required to withhold therefrom.
    

    
                6.        Reimbursement
      of Expenses.  If any contest or dispute shall arise under this
      Agreement involving the alleged failure or refusal of the Company or any
      of its Subsidiaries to perform fully in accordance with the terms
      hereof, the Company shall reimburse Executive for all reasonable legal
      fees and expenses, if any, incurred by Executive with respect to such
      contest or dispute, together with interest in an amount equal to the
      prime rate of Lorain National Bank from time to time in effect (but in
      no event higher than the legal rate permissible under applicable law),
      such interest to accrue from the date the Company becomes obligated to
      pay such fees and expenses through the date of payment thereof;
      provided, however, that this Section 6 shall apply only if (and to the
      extent that) the Company is held to have breached or violated its duties
      and obligations hereunder to Executive.
    

    
                7.        Scope
      of Agreement.  Executive acknowledges that Executive is employed
      by the Company as an "employee at will" and that nothing in this
      Agreement shall be deemed to change Executive's status as an employee at
      will or to entitle Executive to continued employment with the Company or
      its Subsidiaries. If Executive's employment with the Company and its
      Subsidiaries terminates prior to a Change in Control or the term of this
      Agreement expires, Executive shall have no further rights under this
      Agreement (except as otherwise expressly provided hereunder).
    

    
                8.        Successors;
      Binding Agreement.
    

    
      (a)       This Agreement shall not be terminated by any Business
      Combination.  In the event of any Business Combination, the provisions
      of this Agreement shall be binding upon the Surviving Corporation, and
      such Surviving Corporation shall be treated as the Company hereunder.
    

    
      (b)       The Company agrees that, in connection with any Business
      Combination, Company will cause any successor entity to the Company
      unconditionally to assume (and, for any Parent Corporation in such
      Business Combination, to guarantee), by written instrument delivered to
      Executive (or Executive's beneficiaries or estate), all of the
      obligations of the Company hereunder.  Failure of the Company to obtain
      such assumption or guarantee prior to the effectiveness of any such
      Business Combination that constitutes a Change in Control shall be a
      breach of this Agreement and shall constitute Good Reason hereunder and,
      further, shall entitle Executive to compensation from the Company in the
      same amount and on the same terms as Executive would be entitled
      hereunder as if Executive's employment were terminated following a
      Change in Control by reason of a Qualifying Termination.  For purposes
      of implementing this Section 8(b), the date on which any such Business
      Combination becomes effective shall be deemed the date Good Reason
      occurs and shall be the Date of Termination, if so requested by
      Executive.
    

    
      
        

        

      

      
        
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      (c)       This Agreement shall inure to the benefit of and be
      enforceable by Executive's personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and
      legatees.  If Executive dies while any amounts would be payable to
      Executive hereunder if Executive had continued to live, all such amounts
      (unless otherwise provided herein) shall be paid in accordance with the
      terms of this Agreement to such person or persons appointed in writing
      by Executive to receive such amounts or, if no person is so appointed,
      to Executive's estate.
    

    
                9.        Notice.
    

    
      (a)       For purposes of this Agreement, all notices and other
      communications required or permitted hereunder shall be in writing and
      shall be deemed to have been properly given when delivered or three (3)
      days after deposit in the United States mail, certified and return
      receipt requested, postage prepaid, addressed as follows (or to such
      other address as either Party may have furnished to the other in writing
      in accordance herewith, except that notices of change of address shall
      be effective only upon receipt):
    

    

    


    	
           
        	
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          If to the Executive, at the address set forth below in the signatory
          provision below; and
        
	

        	
           
        
	

        	
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          If to the Company:
        
	

        	
           
        
	

        	

        	
          LNB Bancorp, Inc.
        
	

        	

        	
          457 Broadway
        
	

        	

        	
          Lorain, OH 44052
        
	

        	

        	
          Attn: Senior Vice President of Human Resources
        


    

    

    

    
      (b)       A written notice of Executive's Date of Termination by the
      Company or Executive, as the case may be, to the other Party shall (i)
      indicate the specific termination provision in this Agreement relied
      upon, (ii) to the extent applicable, set forth in reasonable detail the
      facts and circumstances claimed to provide a basis for termination of
      Executive's employment under the provision so indicated, and (iii)
      specify the Date of Termination, which date shall be not less than
      fifteen (15) days (thirty (30) days, if termination is by the Company
      for Disability) nor more than sixty (60) days after the giving of such
      notice.  The failure by Executive or the Company to set forth in such
      notice any fact or circumstance which contributes to a showing of Good
      Reason or Cause shall not waive any right of either Party or preclude
      either Party from asserting such fact or circumstance in enforcing such
      Party's rights hereunder.
    

    
                10.       Full
      Settlement; Resolution of Disputes.  The Company's obligation to
      make payment under this Agreement and otherwise to perform its
      obligations hereunder shall be in lieu and in full settlement of all
      other severance payments to Executive (payable because of a Change in
      Control) under any other severance or employment agreement between
      Executive and the Company and its Subsidiaries (if any) and under any
      severance plan of the Company and its Subsidiaries (if any). In no event
      shall Executive be obligated to seek other employment or take other
      action by way of mitigation of the amounts payable to Executive under
      any of the provisions of this Agreement and, except as provided in
      Section 4, such amounts shall not be reduced whether or not Executive
      obtains other employment. Any dispute or controversy arising under or in
      connection with this Agreement shall be settled exclusively by
      arbitration in Lorain County, Ohio, by three arbitrators in accordance
      with the rules of the American Arbitration Association then in
      effect.  Judgment may be entered on the arbitrators' award in any State
      court having jurisdiction in Lorain County, Ohio.  Except as otherwise
      provided in Section 6, each Party shall pay such Party's costs and
      expenses incurred in connection with any arbitration proceeding pursuant
      to this Section and the Parties shall each pay fifty percent (50%) of
      the costs of the arbitration proceedings.
    

    
      
        

        

      

      
        
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                11.       Executive's
      Non-Disclosure and Non-Solicitation Promises.
    

    
                          11.1      Definitions.  For
      purposes of this Section 11, the Parties agree to and understand the
      following definitions:
    

    
      (a)       "Competitive Activity" means the performance or rendering of
      any banking services; trust services and investment services; portfolio
      management; retirement planning; administration of employee benefit
      plans; administration of decedents' estates and court-supervised
      accounts, guardianships, and custodial arrangements; personal tax and
      estate tax planning; financial consulting services; investment advising
      services; and any other business activity, service or product which
      competes with any existing or future business activity, service or
      product of the Company.
    

    
      (b)       "Confidential Information" means all of the following (whether
      written or verbal) pertaining to the Company:  (i) trade secrets (as
      defined by Ohio law); customer lists, records and other information
      regarding the Company's customers (whether or not evidenced in writing);
      customer fee or price schedules and fee or price policies; financial
      books, plans, records, ledgers and information; business development
      plans; sales and marketing plans; research and development plans;
      employment and personnel manuals, records, data and policies; business
      manuals, methods and operations; business forms, correspondence,
      memoranda and other records; computer records and related data; and any
      other confidential or proprietary data and information of the Company or
      its customers which Executive encounters during the Employment Term; and
      (ii) all products, technology, ideas, inventions, discoveries,
      developments, devices, processes, business notes, forms and documents,
      business products, computer programs, and other creations (and
      improvements of any of the foregoing), whether patentable or
      copyrightable, which Executive has acquired, developed, conceived or
      made (whether directly or indirectly, whether solicited or unsolicited,
      or whether during normal work hours or during off-time) during the
      Employment Term and which relate to any business activity of the Company
      or are derived from the Confidential Information designated in Subitem
      (i) of this Section 11.1(b).
    

    
      (c)       "Customer" means a person, sole proprietorship, partnership,
      association, organization, corporation, limited liability company, or
      other entity (governmental or otherwise), wherever located:  (i) to or
      for which the Company sells any products or renders or performs services
      either during the 180-day period immediately preceding commencement of
      the Restricted Period or during the Restricted Period, or (ii) which the
      Company solicits or (as demonstrated by plans, strategies or other
      tangible preparation) intends to solicit to purchase products or
      services from the Company either during the 180-day period immediately
      preceding commencement of the Restricted Period or during the Restricted
      Period.
    

    
      
        

        

      

      
        
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      (d)       "Employment Term" means, for purposes of this Section 11, the
      period of time starting on the date Executive's employment with the
      Company commenced and terminating at the close of business on the date
      Executive's employment with the Company terminates.
    

    
      (e)       "Restricted Period" means a period of two (2) years (or, if
      shorter, the duration of the Employment Term) commencing on the date the
      Employment Term is terminated by either Party (for any reason, with or
      without cause); provided, however, that such period shall be extended to
      include any period of time during which Executive engages in any
      activity constituting a breach of this Agreement and any period of time
      during which litigation transpires wherein Executive is held to have
      breached this Agreement.
    

    
      (f)       "Company" means, for purposes of this Section 11, LNB Bancorp,
      Inc. and The Lorain National Bank (a national bank association), all
      direct and indirect parent and subsidiary entities thereof, and all
      entities related to LNB Bancorp, Inc., The Lorain National Bank or to
      such parent and subsidiary entities by common ownership.
    

    
                         11.2      Executive's
      Promises.  Expressly in consideration for the Company's promises
      made in this Agreement, Executive promises and agrees that:
    

    
      (a)       Confidentiality.  The
      Confidential Information is and, at all times, shall remain the
      exclusive property of the Company, and Executive  (i) shall hold the
      Confidential Information in strictest confidence and in a position of
      trust for the Company, and (ii) except as may be necessary to perform
      Executive's employment duties with the Company, shall not (directly or
      indirectly) use for any purpose, copy, duplicate, disclose, convey to
      any third-party or convert any Confidential Information, either during
      the Employment Term or at any time following termination of the
      Employment Term (by either Party, for any reason, with or without
      cause), and (iii) upon the request of the Company at any time during or
      after the Employment Term, shall immediately deliver to the Company all
      the Confidential Information in Executive's possession and shall neither
      convey to any third-party nor retain any copies or duplicates thereof.
    

    
      (b)       Customers.  During
      the Restricted Period, Executive (or any entity owned or controlled by
      Executive) shall not directly or indirectly (i) solicit from or perform
      for any Customer a Competitive Activity, wherever such Customer is
      located, or (ii) influence (or attempt to influence) any Customer to
      transfer such Customer's patronage or business from the Company, or
      (iii) otherwise interfere with any business relationship of the Company
      with any Customer.
    

    
      
        

        

      

      
        
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      (c)       Employees.  During
      the Restricted Period, Executive (or any entity owned or controlled by
      Executive) shall not directly or indirectly (i) employ, engage, contract
      for the services of, or solicit or otherwise induce the services of any
      person who, during the one hundred eighty (180) day period immediately
      preceding commencement of the Restricted Period or during the Restricted
      Period, is or was an employee of the Company, or (ii) otherwise
      interfere with (or attempt to interfere with) any employment
      relationship of the Company with any employee of the Company.
    

    
      (d)       Other Employment.  During
      the Employment Term, Executive shall not perform services (whether or
      not for compensation) as an employee, independent contractor,
      consultant, representative or agent of any person, sole proprietorship,
      partnership, limited liability company, corporation, association (other
      than the Company), organization, or other entity (governmental or
      otherwise) without the prior written consent of the President of the
      Company (or any person expressly designated by the President).
    

    
      (e)       Costs of Enforcement.  Executive
      shall pay all reasonable legal fees, court costs, expert fees,
      investigation costs, and other expenses incurred by the Company in the
      enforcement of this Section 11.
    

    
                          11.3      Importance
      of Executive's Promises.  Executive understands and agrees that:
    

    
      (a)       during the Employment Term, Executive will materially assist
      the Company in the generation, development or enhancement of certain
      Confidential Information and certain other business assets and
      activities for Company; and
    

    
      (b)       Executive's promises in this Section 11:  (1) were negotiated
      at arm's-length and with ample time for Executive to seek the advice of
      legal counsel, (2) are required for the fair and reasonable protection
      of the Company and the Confidential Information, and (3) do not
      constitute an unreasonable hardship to Executive in working for the
      Company or in subsequently earning a livelihood in Executive's field of
      expertise; and
    

    
      (c)       if Executive breaches (or threatens to breach) any or all of
      the promises in this Section 11:  the secrecy and thereby the value of
      the Confidential Information will be significantly jeopardized; the
      Company will be subject to the immediate risk of material, immeasurable,
      and irreparable damage and harm; the remedies at law for Executive's
      breach shall be inadequate; the Company shall therefore be entitled to
      injunctive relief against Executive in addition to any and all other
      legal or equitable remedies; and
    

    
      (d)       if Executive had not agreed to the restrictive promises in
      this Agreement, the Company would not have signed this Agreement.
    

    
      
        

        

      

      
        
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                          11.4      Extent
      and Continuation of Executive's Promises. Executive's promises,
      duties and obligations made in this Section 11 shall apply to Executive
      irrespective of whether a Change in Control occurs and shall survive the
      voluntary or involuntary cessation or termination of the Employment Term
      by either Party (for any reason, with or without cause).  If any of the
      restrictions contained in this Section 11 are ever judicially held to
      exceed the limitations permitted by law, then such restrictions shall be
      deemed to be reformed to comply with the maximum limitations permitted
      by law.  The existence of any claim or cause of action by Executive
      against the Company (whether or not derived from or based upon
      Executive's employment with the Company) shall not constitute a defense
      to the Company's enforcement of any covenant, duty or obligation of
      Executive in this Section 11.
    

    
                12.       Employment
      with Subsidiaries.  For purposes of this Agreement, any and all
      references to Executive's employment with the Company shall be deemed to
      include Executive's employment by any Subsidiary and, with respect to
      such employment by a Subsidiary, the term "Company" as used in this
      Agreement shall be deemed to include any Subsidiary which employs
      Executive.
    

    
                13.       Survival.  The
      respective obligations and benefits afforded to the Company and
      Executive as provided in Sections 4 (to the extent that payments or
      benefits are owed as a result of the termination of employment that
      occurs during the Termination Period), 5, 6, 8, 10 and 11 shall survive
      the termination of this Agreement and the term of this Agreement.
    

    
                14.       Governing
      Law; Validity.  The interpretation, construction and
      performance of this Agreement shall be governed by and construed and
      enforced in accordance with the internal laws of the State of Ohio
      without regard to the principle of conflicts of laws.  The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision of this Agreement,
      which other provisions shall remain in full force and effect.  The
      Parties hereby agree that exclusive venue for all litigation arising
      hereunder lies solely with the State Courts of Lorain County, Ohio and
      each Party hereby submits and agrees to the personal jurisdiction of
      such Lorain County State Courts.
    

    
                15.       Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      to be an original and all of which together shall constitute one and the
      same instrument.
    

    
                16.       Miscellaneous.  No
      provision of this Agreement may be modified or waived unless such
      modification or waiver is agreed to in writing and signed by Executive
      and by a duly authorized officer of the Company. No waiver by either
      Party (at any time) of any breach by the other Party of, or compliance
      with, any condition or provision of this Agreement to be performed by
      such other Party shall be deemed a waiver of similar or dissimilar
      provisions or conditions at the same or at any prior or subsequent time.
      Except as otherwise expressly set forth in this Agreement, the failure
      by Executive or the Company to insist upon strict compliance with any
      provision of this Agreement or to assert any right Executive or the
      Company may have hereunder shall not be deemed to be a waiver of such
      provision or right or any other provision or right of this Agreement.
    

    
                IN WITNESS WHEREOF, the Company has caused this Agreement to
      be executed by a duly authorized officer of the Company and Executive
      has executed this Agreement as of the day and year first above written.
    

    

    


    	
           
        	
          
            LNB Bancorp, Inc.
          

        
	
           
        
	

        	
          By:
        	
           
        
	

        	

        	
          Daniel E. Klimas, President
        


    

    
      
        

        

      

      
        
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      Schedule of Executives Entering Into Change in Control Agreements
    

    
      David Harnett
Frank A. Soltis
Kevin W. Nelson
Kevin G. Ball
John
      D. Simacek
Mary E. Miles