On November 5, 2009, the Compensation Committee of the Board of Directors of LNB Bancorp, Inc. (the "Company") approved an amendment to the Company's 2009 Management Incentive Plan for Key Employees (the "2009 Management Incentive Plan"). The 2009 Management Incentive Plan was amended in order to comply with the terms of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and the interim final rule promulgated pursuant to such statutes and any additional rules, regulations or guidelines hereafter issued with respect to the U.S. Department of the Treasury's Capital Purchase Program, and provides that such plan will be further interpreted or reformed to so comply. The amended 2009 Management Incentive Plan also provides for the recovery by the Company of any applicable incentive paid under such plan if it is later determined that the incentive is based on financial statements or other performance metrics that are later determined to be materially inaccurate. The foregoing summary of the amendment to the 2009 Management Incentive Plan is qualified in its entirety by reference to the restated 2009 Management Incentive Plan included as Exhibit 10.1 to this filing and incorporated by reference into this Item 5.02.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.             Description
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10.1                    LNB Bancorp, Inc. 2009 Management Incentive Plan for Key
                        Employees, as restated as of November 5, 2009.