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Severance Agreement And General Release And Amendment To Employment Agreement

Employment Agreement Amendment

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 This Employment Agreement Amendment involves

LNB BANCORP INC | Gregory D. Friedman

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Date: 3/15/2004
Industry: Regional Banks     Sector: Financial

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LNB Bancorp, Inc.

Exhibit to Form 10 - K

(for the fiscal year ended December 31, 2003)

S - K Reference Number (10b)

Severance Agreement and General Release and Amended Employment Agreement by and between Gregory D. Friedman and LNB Bancorp, Inc. and The Lorain National Bank dated November 21, 2003.



Exhibit 10(b)


     This Severance Agreement and General Release and Amendment to Employment Agreement (herein “Severance Agreement”) is entered into between LNB Bancorp, Inc. and Lorain National Bank (collectively herein “LNB”), their parents, affiliates, subsidiaries, successors and assigns, and Gregory D. Friedman (herein “Employee”), and his heirs, successors, agents, and assigns, (together herein the “Parties”), at Lorain, Ohio, to set forth the terms, conditions and consideration relating to the termination of Employee’s employment as Chief Financial Officer of LNB:

     1. Employee and LNB are parties to an Employment Agreement, a true copy of which is attached hereto and marked Exhibit A (“Employment Agreement”). This Severance Agreement modifies certain specific and enumerated provisions of said Employment Agreement and provides special severance benefits. Except as so specifically modified, the Employment Agreement remains in effect. Employee acknowledges that LNB does not have a severance plan or otherwise provide severance benefits and that such benefits, if provided, are at the sole discretion of LNB’s President and Chief Executive Officer.

     2. Employee’s Term of employment is terminated by the Board of Directors pursuant to Section 7.2 of the Employment Agreement, with 90-day notice given on November 21, 2003. Employee shall not continue to render services to LNB during said 90 days, but shall continue to receive all current compensation and benefits for the duration of said 90-day period.

     3. The Parties agree that, except as otherwise provided in this Severance Agreement, LNB waives and relieves Employee of his post-employment noncompetition obligations set forth in Section 8.2 of the Employment Agreement. In consideration for said waiver, LNB shall have no obligation under Section 7.8 of the Employment Agreement to pay Employee any compensation or benefits after the expiration of the above-mentioned 90-day notice period.

     4. However, in consideration for Employee’s general release and other undertakings contained in this Severance Agreement, LNB agrees to continue to pay Employee one year’s compensation, as reflected on Employee’s W-2 Federal Income Tax Statement for the year 2002 (copy of which is attached hereto as Exhibit B), in the form of salary continuation for the one-year period commencing on February 18, 2004 (“Severance Pay”). Employee acknowledges that the Severance Pay is subject to tax reporting and statutory withholdings. Employee further acknowledges and agrees that said Severance Pay is not a benefit to which he would otherwise be entitled and that said Severance Pay is good and sufficient consideration for Employee’s promises and releases set forth in this Severance Agreement. Nothing in this Severance Agreement shall affect Employee’s entitlement to accrued vacation pay and vested rights and benefits under



LNB employee benefit plans, including: The Lorain National Bank 401K Plan; The Lorain National Bank Retirement Pension Plan; The Lorain National Bank Employee Stock Ownership Plan; The Lorain National Bank Stock Purchase Plan; and BOLI (collectively, “Plans”). Employee’s rights under these Plans are governed by and shall be administered in accordance with the terms and conditions of the respective Plans. Further, noting in this Severance Agreement shall affect Employee’s rights under the Supplemental Retirement Benefits Agreement for Gregory D. Friedman, dated December 22, 2000, a true copy of which is attached hereto as Exhibit C.

     5. In consideration for LNB’s payment of the Severance Pay provided under this Severance Agreement, Employee and Employee’s heirs, legal representatives, agents, next of kin, successors in interest, executors, administrators, assigns and anyone who may take under or through him, hereby jointly and severally release and forever discharge LNB and its shareholders, directors, officers, predecessors, successors, agents, representatives, assigns, parents, affiliates, subsidiaries, and employees, from any and all claims, actions, suits, agreements, demands, or liabilities whatsoever, in law or in equity, whether known or unknown, which Employee has ever had or may now have, since the beginning of time to the effective date of this Severance Agreement, including but not limited to, any and all claims under the Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 as amended, Americans With Disabilities Act, Family and Medical Leave Act, Title 41 of the Ohio Revised Code, and any and all other federal, state or local laws or regulations, and any and all claims based in common law, including but not limited to, infliction of emotional and/or mental distress, harassment, intentional tort, negligence, defamation, privacy, discrimination, retaliation, whistleblowing, wrongful discharge, interference with contract, outrage, public policy, and any and all other clai

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