Exhibit 10.2
    

    

    

    
      LNB BANCORP, INC.
STOCK APPRECIATION RIGHTS PLAN
    

    
      (Restated as of December 15, 2009)
    

    

    

    
      ARTICLE 1
    

    
      General Purpose of Plan; Definitions
    

    
           1.1 Name and Purposes. The name of
      this Plan is the LNB Bancorp, Inc. Stock Appreciation Rights Plan. The
      purpose of this Plan is to enable LNB Bancorp, Inc. and its Affiliates
      to: (i) attract and retain skilled and qualified officers and key
      employees who are expected to contribute to the Company’s success by
      providing long-term incentive compensation opportunities; (ii) motivate
      participants to achieve the long-term success and growth of the Company;
      and (iii) align the interests of the participants with those of the
      Company’s shareholders. In order to achieve this purpose, this Plan
      provides for the grant of stock appreciation rights related to the
      Company’s Common Shares.
    

    
           1.2 Certain Definitions. Unless the
      context otherwise indicates, the following words used herein shall have
      the following meanings whenever used in this instrument:
    

    
                (a) “Affiliate” means any corporation, partnership, joint
      venture or other entity, directly or indirectly, through one or more
      intermediaries, controlling, controlled by, or under common control with
      the Company within the meaning of Code Section 414(b) or (c).
    

    
                (b) “Board of Directors” mean the Board of Directors of the
      Company, as constituted from time to time.
    

    
                (c) “Code” means the Internal Revenue Code of 1986, as
      amended, and any lawful regulations or guidance promulgated thereunder.
      Whenever reference is made to a specific Internal Revenue Code section,
      such reference shall be deemed to be a reference to any successor
      Internal Revenue Code section or sections with the same or similar
      purpose.
    

    
                (d) “Committee” means the committee administering this Plan as
      provided in Section 2.1.
    

    
                (e) “Common Shares” mean the common shares, $1.00 par value
      per share, of the Company.
    

    
                (f) “Company” means LNB Bancorp, Inc., a corporation organized
      under the laws of the State of Ohio and, except for purposes of
      determining whether a Change in Control has occurred, any corporation or
      entity that is a successor to LNB Bancorp, Inc. or substantially all of
      the assets of LNB Bancorp, Inc. and that assumes the obligations of LNB
      Bancorp, Inc. under this Plan by operation of law or otherwise.
    

    
                (g) “Date of Grant” means the date on which the Committee
      grants an SAR.
    

    
                (h) “Director” means a member of the Board of Directors.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                (i) “Eligible Employee” is defined in Article 4.
    

    
                (j) “Exchange Act” means the Securities Exchange Act of 1934,
      as amended, and any lawful regulations or guidance promulgated
      thereunder.
    

    
                (k) “Exercise Price” means the exercise price per Share
      related to a Stock Appreciation Right.
    

    
                (l) “Fair Market Value” means the closing price of a Share as
      reported on The Nasdaq Stock Market, or, if applicable, on any national
      securities exchange or automated quotation system on which the Common
      Shares are principally traded, on the date for which the determination
      of Fair Market Value is made, or, if there are no sales of Common Shares
      on such date, then on the most recent immediately preceding date on
      which there were any sales of Common Shares. If the Common Shares are
      not, or cease to be, traded on The Nasdaq Stock Market or any national
      securities exchange or automated quotation system, the “Fair Market
      Value” of Common Shares shall be determined pursuant to a reasonable
      valuation method prescribed by the Committee. Notwithstanding the
      foregoing, as of any date, the “Fair Market Value” of Common Shares
      shall be determined in a manner consistent with Code Section 409A and
      the guidance then-existing thereunder.
    

    
                (m) “Independent Director” means a Director who meets the
      definitions of the terms “independent director” set forth in The Nasdaq
      Stock Market, Inc. rules and “non-employee director” set forth in
      Rule 16b-3, or any successor definitions adopted by The Nasdaq Stock
      Market, Inc. and Securities and Exchange Commission, respectively, and
      similar requirements under any other applicable laws and regulations.
    

    
                (n) “Plan” means this LNB Bancorp, Inc. Stock Appreciation
      Rights Plan, as amended from time to time.
    

    
                (o) “Rule 16b-3” is defined in Article 11.
    

    
                (p) “Share” or “Shares” mean one or more of the Common Shares.
    

    
                (q) “Stock Appreciation Rights” and “SARs” mean any right to
      receive the appreciation in Fair Market Value of a specified number of
      Shares over a specified Exercise Price pursuant to an award granted
      under this Plan.
    

    
                (r) “Vested” means when the Stock Appreciation Right first
      becomes exercisable for payment. The words “Vest” and “Vesting” have
      meanings correlative to the foregoing.
    

    
      
        

        

      

      
        
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      ARTICLE 2
    

    
      Administration
    

    
           2.1 Authority and Duties of the
      Committee.
    

    
                (a) The Plan shall be administered by a Committee of at least
      three Directors who are appointed by the Board of Directors. Unless
      otherwise determined by the Board of Directors, the Compensation
      Committee shall serve as the Committee, and all of the members of the
      Committee shall be Independent Directors. Notwithstanding the
      requirement that the Committee consist exclusively of Independent
      Directors, no action or determination by the Committee or an individual
      then considered to be an Independent Director shall be deemed void
      because a member of the Committee or such individual fails to satisfy
      the requirements for being an Independent Director, except to the extent
      required by applicable law.
    

    
                (b) The Committee has the power and authority to grant SARs
      pursuant to the terms of this Plan to Eligible Employees.
    

    
                (c) The Committee has the sole and exclusive authority,
      subject to any limitations specifically set forth in this Plan, to:
    

    
    	
           
        	
          (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;
        


    

    
      
        

        

      

      
        
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          (ix)
        	
          construe, interpret, administer and implement the terms and
          provisions of this Plan, 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.
        


    

    
                (d) Notwithstanding the foregoing, all decisions made by the
      Committee pursuant to the provisions of this Plan are final and binding
      on all persons, including the Company, its shareholders and
      participants, but may be made by their terms subject to ratification or
      approval by, the Board of Directors, another committee of the Board of
      Directors or shareholders.
    

    
                (e) The Company shall furnish the Committee with such clerical
      and other assistance as is necessary for the performance of the
      Committee’s duties under the Plan.
    

    
           2.2 Delegation of Duties. The
      Committee may delegate ministerial duties to any other person or
      persons, and it may employ attorneys, consultants, accountants or other
      professional advisers for purposes of plan administration at the expense
      of the Company.
    

    
           2.3 Limitation of Liability.
      Members of the Board of Directors, members of the Committee and Company
      employees who are their designees acting under this Plan shall be fully
      protected in relying in good faith upon the advice of counsel and shall
      incur no liability except for gross or willful misconduct in the
      performance of their duties hereunder.
    

    

    

    
      ARTICLE 3
    

    
      Limitations on Total SARs Granted Under the Plan
    

    
           3.1 Total Stock Appreciation Rights
      Limit. Subject to the provisions of this Article, SARs may not be
      granted for more than an aggregate of 50,000 Shares under this Plan.
    

    
           3.2 Participant Limit. SARs may not
      be granted to any participant in any fiscal year for more than a maximum
      of 10,000 Shares under this Plan.
    

    
           3.3 SARs Not Exercised. If any
      outstanding SAR, or portion thereof, expires, or is terminated, canceled
      or forfeited without being exercised, the number of Shares related to
      such expired, terminated, canceled or forfeited SAR, or portion thereof,
      shall no longer count toward the limit expressed in Section 3.1 and
      shall again be available for the grant of SARs under this Plan.
    

    
           3.4 Dilution and Other Adjustments.
      In the event that the Committee determines that any dividend or other
      distribution (whether in the form of cash, Shares, other securities or
      other property), recapitalization, stock split, reverse stock split,
      reorganization, redesignation, reclassification, merger, consolidation,
      liquidation, split-up, reverse split, spin-off, combination, repurchase
      or exchange of Shares or other securities of the Company, issuance of
      warrants or other rights to purchase Shares or other securities of the
      Company or other similar corporate transaction or event affects the
      Shares such that an adjustment is determined by the Committee to be
      appropriate in order to prevent dilution or enlargement of the benefits
      or potential benefits intended to be made available under this Plan,
      then the Committee may, in such manner as it deems equitable, adjust any
      or all of (i) the number and type of Shares (or other securities or
      other property) which thereafter may be made the subject of SARs,
      (ii) the number and type of Shares (or other securities or other
      property) subject to outstanding SARs, (iii) the limitations set forth
      above and (iv) the purchase or exercise price or any performance
      objective with respect to any SAR; provided, however, that the
      number of Shares or other securities covered by any SAR or to which such
      SAR relates is always a whole number. Notwithstanding the foregoing, the
      foregoing adjustments shall be made in compliance with Code
      Section 409A, to the extent necessary to avoid its application or avoid
      adverse tax consequences thereunder.
    

    
      
        

        

      

      
        
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      ARTICLE 4
    

    
      Participants
    

    
           4.1 Eligibility. Officers and all
      other key employees of the Company or any of its Affiliates (each an
      “Eligible Employee”) who are selected by the Committee in its sole
      discretion are eligible to participate in this Plan.
    

    
           4.2 Plan Agreements. SARs are
      contingent upon the participant’s execution of a written agreement in a
      form prescribed by the Committee. Execution of a plan agreement shall
      constitute the participant’s irrevocable agreement to, and acceptance
      of, the terms and conditions of the SAR set forth in such agreement and
      of the terms and conditions of the Plan applicable to such SAR. Plan
      agreements may differ from time to time and from participant to
      participant.
    

    

    

    
      ARTICLE 5
    

    
      Grant of Stock Appreciation Rights
    

    
           5.1 SAR Grant and Agreement. Each
      SAR granted under this Plan will be evidenced by minutes of a meeting,
      or by a unanimous written consent without a meeting, of the Committee
      and by a written agreement dated as of the Date of Grant and executed by
      the Company and by the appropriate participant.
    

    
           5.2 Terms and Conditions of SARs.
      Stock Appreciation Rights will be subject to the following terms and
      conditions:
    

    
                (a) Term.
      Any unexercised portion of a Stock Appreciation Right granted hereunder
      shall expire at the end of the stated term of the Stock Appreciation
      Right. The Committee shall determine the term of each Stock Appreciation
      Right at the time of grant, which term shall not exceed ten years from
      the Date of Grant. The Committee may extend the term of a Stock
      Appreciation Right, in its discretion, but not beyond a date later than
      the earlier of (i) the latest date upon which the Stock Appreciation
      Right could have expired by its original terms under any circumstances
      or (ii) the tenth anniversary of the original Date of Grant of the Stock
      Appreciation Right. If a definite term is not specified by the Committee
      at the time of grant, then the term is deemed to be 10 years.
    

    
      
        

        

      

      
        
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                (b) Exercisability.
      A Stock Appreciation Right is exercisable, in whole or in part, at such
      time or times as determined by the Committee at or after the time of
      grant.
    

    
                (c) Exercise
      Price. Subject to Section 3.4, the Exercise Price of a Stock
      Appreciation Right will never be less than 100% of the Fair Market Value
      of the related Shares on the Date of Grant. If a variable Exercise Price
      is specified at the time of grant, the Exercise Price may vary pursuant
      to a formula or other method established by the Committee; provided,
      however, that such formula or method will provide for a minimum
      Exercise Price equal to the Fair Market Value of the Shares on the Date
      of Grant. Except as otherwise provided in Section 3.4, no subsequent
      amendment of an outstanding Stock Appreciation Right may reduce the
      Exercise Price to less than 100% of the Fair Market Value of the Shares
      on the Date of Grant. Nothing in this Section 5.2(c) shall be construed
      as limiting the Committee’s authority to grant premium price Stock
      Appreciation Rights which do not become exercisable until the Fair
      Market Value of the related Shares exceeds a specified percentage (e.g.,
      110%) of the Exercise Price; provided, however, that such
      percentage will never be less than 100%.
    

    
                (d) Method
      of Exercise. A Stock Appreciation Right may be exercised in whole or
      in part during the term by giving written notice of exercise to the
      Company specifying the number of Shares in respect of which the Stock
      Appreciation Right is being exercised. The notice must be given by or on
      behalf of a person entitled to exercise the Stock Appreciation Right.
      Upon the exercise of a Stock Appreciation Right, subject to satisfaction
      of projected tax withholding requirements pursuant to Article 10, the
      holder of the Stock Appreciation Right is entitled to receive payment in
      cash equal in value to the excess of the Fair Market Value of a Share on
      the exercise date over the Exercise Price of the SAR multiplied by the
      number of Stock Appreciation Rights being exercised. At any time the
      Fair Market Value of a Share on a proposed exercise date does not exceed
      the Exercise Price of the SAR, the holder of the Stock Appreciation
      Right shall not be permitted to exercise such right.
    

    
                (e) SAR
      Payable Solely in Cash. All Stock Appreciation Rights granted under
      this Plan shall be settled solely in cash, subject to the withholding
      requirements of this Plan. No Shares shall be issued, paid or delivered
      under this Plan or any SAR, and no Shares shall be reserved by the
      Company for such purpose.
    

    
                (f) Early
      Termination Prior to Expiration. If the employment of an optionee
      with the Company or its Affiliates terminates for any reason, all
      unexercised Stock Appreciation Rights may be exercised only in
      accordance with rules established by the Committee or as specified in
      the relevant agreement evidencing such Stock Appreciation Rights. Such
      rules may provide, as the Committee deems appropriate, for the
      expiration, continuation, or acceleration of the vesting of all or part
      of such Stock Appreciation Rights.
    

    
           5.3 Other Terms and Conditions of SAR
      Grants. Stock Appreciation Rights are subject to such other terms
      and conditions, not inconsistent with the provisions of this Plan, as
      are determined from time to time by the Committee.
    

    
           5.4 Special Limitations. Unless an
      SAR agreement approved by the Committee provides otherwise, Stock
      Appreciation Rights awarded under this Plan are intended to meet the
      requirements for exclusion from coverage under Code Section 409A and all
      Stock Appreciation Right awards shall be construed and administered
      accordingly.
    

    
      
        

        

      

      
        
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      ARTICLE 6
    

    
      Transfers and Leaves of Absence
    

    
           6.1 Transfer of Participant. For
      purposes of this Plan, the transfer of a participant among the Company
      and its Affiliates is deemed not to be a termination of employment.
    

    
           6.2 Effect of Leaves of Absence.
      For purposes of this Plan, the following leaves of absence are deemed
      not to be a termination of employment:
    

    
                (a) a leave of absence, approved in writing by the Company,
      for military service, sickness or any other purpose approved by the
      Company, if the period of such leave does not exceed 90 days;
    

    
                (b) a leave of absence in excess of 90 days, approved in
      writing by the Company, but only if the employee’s right to reemployment
      is guaranteed either by a statute or by contract, and provided that, in
      the case of any such leave of absence, the employee returns to work
      within 30 days after the end of such leave; and
    

    
                (c) subject to the restrictions of Code Section 409A, any
      other absence determined by the Committee in its discretion not to
      constitute a termination of employment.
    

    

    

    

    

    
      ARTICLE 7
    

    
      Effect of Change in Control
    

    
           7.1 Change in Control Defined.
      “Change in Control” means the occurrence of any of the following:
    

    
                (a) If individuals who, on the effective date of this Plan,
      constitute the Board of Directors (the “Incumbent Directors”) cease for
      any reason to constitute at least a majority of the Board of Directors;
      provided, however, that:
    

    
    	
           
        	
          (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;
        


    

    
      
        

        

      

      
        
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                (b) If any “person” (as such term is defined in
      Section 3(a)(9) of 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 twenty percent (20%) or more
      of the combined voting power of the Company’s then-outstanding
      securities eligible to vote for the election of the Board of Directors
      (the “Company Voting Securities”); provided, however, that the events
      described in this paragraph (b) shall not be deemed to be a Change in
      Control by virtue of any of the following acquisitions of Company Voting
      Securities:
    

    
    	
           
        	
          (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);
        


    

    
                (c) 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:
    

    
    	
           
        	
          (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,
        


    

    
      
        

        

      

      
        
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            (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 9.1(c) shall be deemed to be a
          “Non-Qualifying Transaction”); or
        


    

    
                (d) If the shareholders of the Company approve a plan of
      complete liquidation or dissolution of the Company or a 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 twenty percent (20%) 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.
    

    
           7.2 Effect of Change in Control. In
      the event of a Change in Control of the Company, the Committee shall
      have the right, in its sole discretion, to:
    

    
                (a) accelerate the exercisability of any or all SARs,
      notwithstanding any limitations set forth in the Plan or SAR agreement;
    

    
                (b) to the extent it would not trigger adverse taxation under
      Code Section 409A, cancel any or all outstanding SARs in exchange for
      fair value, which, in the case of SARs, shall equal the excess, if any,
      of the value of the consideration to be paid in the Change in Control
      transaction to holders of the same number of Shares subject to such SARs
      (or, if no consideration is paid in any such transaction, the Fair
      Market Value of the Shares subject to such SARs as of the date of the
      Change in Control) over the aggregate Exercise Price of such SARs;
    

    
                (c) to the extent it would not trigger adverse taxation under
      Code Section 409A, provide for the issuance of substitute SARs that will
      substantially preserve the otherwise applicable terms and value of any
      affected Awards previously granted hereunder as determined by the
      Committee; or
    

    
                (d) take such other action as it deems appropriate to preserve
      the value of the SAR to the Participant.
    

    
      
        

        

      

      
        
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      The Committee may provide for any of the foregoing in an SAR agreement
      in advance, may provide for any of the forgoing in connection with a
      Change in Control, or do both. Alternatively, the Committee shall also
      have the right to require any purchaser of the Company’s assets or
      stock, as the case may be, to take any of the actions set forth in the
      preceding sentence as such purchaser may determine to be appropriate or
      desirable.
    

    
                The manner of application and interpretation of the foregoing
      provisions of this Section 7.2 shall be determined by the Committee in
      its sole and absolute discretion.
    

    

    

    
      ARTICLE 8
    

    
      Transferability of SARs
    

    
           8.1 SARs Are Non-Transferable.
      Except as provided in Section 8.2, SARs are non-transferable and any
      attempts to assign, pledge, hypothecate or otherwise alienate or
      encumber (whether by operation of law or otherwise) any SAR shall be
      null and void.
    

    
           8.2 Inter-Vivos Exercise of SARs;
      Limited Transferability of Certain SARs. During a participant’s
      lifetime, SARs are exercisable only by the participant or, as permitted
      by applicable law and notwithstanding Section 8.1 to the contrary, the
      participant’s guardian or other legal representative. Notwithstanding
      Section 8.1 to the contrary, SARs may be transferred by will and by the
      laws of descent and distribution and to the extent required by a court
      order.
    

    

    

    
      ARTICLE 9
    

    
      Amendment and Discontinuation
    

    
           9.1 Amendment or Discontinuation of
      this Plan. The Board of Directors may amend, alter, or discontinue
      this Plan at any time, provided that no amendment, alteration, or
      discontinuance may be made:
    

    
                (a) which would materially and adversely affect the rights of
      a participant under any SAR granted prior to the date such action is
      adopted by the Board of Directors without the participant’s written
      consent thereto; and
    

    
                (b) without shareholder approval, if shareholder approval is
      required under applicable laws, regulations or exchange requirements.
    

    
      Notwithstanding the foregoing, this Plan may be amended without
      affecting participants’ consent to: (i) comply with any law;
      (ii) preserve any intended favorable tax effects for the Company, the
      Plan or participants; or (iii) avoid any unintended unfavorable tax
      effects for the Company, the Plan or participants.
    

    
           9.2 Amendment of Grants. The
      Committee may amend, prospectively or retroactively, the terms of any
      outstanding SAR, provided that no such amendment may be inconsistent
      with the terms of this Plan (specifically including the prohibition on
      granting SARs with an Exercise Price less than 100% of the Fair Market
      Value of the related Common Shares on the Date of Grant) or would
      materially and adversely affect the rights of any holder without his or
      her written consent.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    

    

    
      ARTICLE 10
    

    
      Satisfaction of Projected Tax Liabilities
    

    
           10.1 In General. The Committee
      shall cause the Company to withhold any taxes which it determines it is
      required by law or required by the terms of this Plan to withhold in
      connection with any payments incident to this Plan. The participant or
      other recipient shall provide the Committee with such additional
      information or documentation as may be necessary for the Committee to
      discharge its obligations under this Section. The Company may withhold
      cash in an amount equal to the amount which the Committee determines is
      necessary to satisfy the obligation of the Company to withhold federal,
      state and local income taxes or other amounts incurred by reason of the
      grant or exercise of an SAR or its disposition. Alternatively, the
      Company may require the holder to pay to the Company such amounts, in
      cash, promptly upon demand.
    

    

    

    
      ARTICLE 11
    

    
      General Provisions
    

    
           11.1 No Implied Rights to SARs or
      Employment. No potential participant has any claim or right to be
      granted an SAR under this Plan, and there is no obligation of uniformity
      of treatment of participants under this Plan. Neither this Plan nor any
      SAR thereunder shall be construed as giving any individual any right to
      continued employment with the Company or any Affiliate. The Plan does
      not constitute a contract of employment, and the Company and each
      Affiliate expressly reserve the right at any time to terminate employees
      free from liability, or any claim, under this Plan, except as may be
      specifically provided in this Plan or in an SAR agreement.
    

    
           11.2 Other Compensation Plans.
      Nothing contained in this Plan prevents the Board of Directors from
      adopting other or additional compensation arrangements, subject to
      shareholder approval if such approval is required, and such arrangements
      may be either generally applicable or applicable only in specific cases.
    

    
           11.3 Rule 16b-3 Compliance.
      The Plan is intended to comply with all applicable conditions of
      Rule 16b-3 of the Exchange Act, as such rule may be amended from time to
      time (“Rule 16b-3”). All transactions involving any participant subject
      to Section 16(a) of the Exchange Act shall be subject to the conditions
      set forth in Rule 16b-3, regardless of whether such conditions are
      expressly set forth in this Plan. Any provision of this Plan that is
      contrary to Rule 16b-3 does not apply to such participants.
    

    
           11.4 Successors. All obligations of
      the Company with respect to SARs granted under this Plan are binding on
      any successor to the Company, 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 the Company.
    

    
      
        

        

      

      
        
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           11.5 Severability. In the event any
      provision of this Plan, or the application thereof to any person or
      circumstances, is held illegal or invalid for any reason, the illegality
      or invalidity shall not affect the remaining parts of this Plan, or
      other applications, and this Plan is to be construed and enforced as if
      the illegal or invalid provision had not been included.
    

    
           11.6 Governing Law. To the extent
      not preempted by Federal law, this Plan and all SAR agreements pursuant
      thereto are construed in accordance with and governed by the laws of the
      State of Ohio. This Plan is not intended to be governed by the Employee
      Retirement Income Security Act and shall be so construed and
      administered.
    

    

    

    
      ARTICLE 12
    

    
      Effective Date
    

    
           12.1 Effective Date. The effective
      date of this LNB Bancorp, Inc. Stock Appreciation Rights Plan is the
      date on which the Board of Directors approves it.
    

    

    

    
      ARTICLE 13
    

    
      Compliance with Laws
    

    
           13.1  EESA.  To the
      extent that an Eligible Employee and Stock Appreciation Rights 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 Eligible Employee’s compensation (“EESA or Other
      Applicable Law”), then any payment of any kind provided for by, or
      accrued with respect to, the Stock Appreciation Rights must comply with
      EESA or Other Applicable Law, and the Stock Appreciation Rights
      agreement and this Plan shall be interpreted or reformed to so comply.
      If applicable, Stock Appreciation Rights will be subject to forfeiture
      or repayment, and subject to recovery by the Company, if the Stock
      Appreciation Rights are based on financial statements or other
      performance metrics that are later determined to be materially
      inaccurate.
    

    
           13.2  Code Section 409A.  In
      addition to the general amendment rights of the Company with respect to
      the Plan, the Company specifically retains the unilateral right (but not
      the obligation) to make, prospectively or retroactively, any amendment
      to this Plan or any related document as it deems necessary or desirable
      to more fully address issues in connection with exemption from (or
      compliance with)  Code Section 409A and other laws.  In no event,
      however, shall this section or any other provisions of this Plan be
      construed to require the Company to provide any gross-up for the tax
      consequences of any provisions of, or payments under, this Plan and the
      Company and its Affiliates shall have no responsibility for tax or legal
      consequences to any participant (or beneficiary) resulting from the
      terms or operation of this Plan.
    

    

    

    
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