8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 02, 2005

LNB BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-13203	34-1406303
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

457 Broadway, Lorain, Ohio	44052 — 1769
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 244 — 6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On January 28, 2005, the registrant and Daniel E. Klimas (“Mr. Klimas”) entered into an Employment Agreement dated as of January 28, 2005 (the “Employment Agreement”). A brief description of the terms and conditions of the Employment Agreement that are material to the registrant are set forth in Item 5.02 of this Form 8-K and are incorporated herein by reference

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On February 2, 2005, Mr. Klimas was elected to the registrant’s board of directors and was appointed as the registrant’s President and Chief Executive Officer. Mr. Klimas will assume his new responsibilities with the registrant effective February 7, 2005. He succeeds the current President and CEO, Mr. James F. Kidd. Mr. Kidd will stay on during a transition period through February 25, 2005, but retires as the registrant’s President and CEO effective February 7, 2005.

     Mr. Klimas, 46, has been the President of Huntington National Bank’s Northern Ohio Region since 2001, where he has been responsible for all of Huntington National Bank’s banking operations across Northern Ohio. Prior to joining Huntington National Bank he worked at KeyCorp (then called Society Corporation) beginning in 1988, where he had increasing management responsibilities in such areas as retail and electronic banking, private banking and investing and corporate strategy.

     The Employment Agreement has an initial term of three years commencing February 1, 2005 (the “Effective Date”), and, unless earlier terminated, permits the parties to extend the then current term by one year on November 1 of each year commencing in 2006. The Employment Agreement provides for an annual base salary of $300,000, bonus payments based on the attainment by Mr. Klimas of mutually agreed upon performance levels and perquisites consistent with those available to the registrant’s other executives. On the Effective Date, Mr. Klimas also received a signing bonus of $115,000 and an award of 5,000 unrestricted shares of the registrant’s common stock. The Employment Agreement also provides for the grant of stock options to purchase 30,000 shares of the registrant’s common stock on the Effective Date and each of the first two anniversaries thereof, which options vest over periods ending in 2010. In addition, the Employment Agreement provides for the development of a long-term incentive award plan for Mr. Klimas, commencing in 2006. Finally, the Employment Agreement includes non-disclosure and non-compete provisions as well as the payment of certain benefits upon a “change of control” (as defined in the Employment Agreement).

Item 8.01  Other Events.

     On February 2, 2005, the registrant issued a press release announcing the election of Mr. Klimas to the registrant’s Board of Directors and the appointment of Mr. Klimas as the registrant’s President and CEO, as well as the retirement of Mr. Kidd as the registrant’s President and CEO. The press release is attached as Exhibit 99 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

c) Exhibits.

     The following exhibit is furnished herewith:

Exhibit Number	Exhibit Description
99	Press release dated February 2, 2005, announcing the election of Mr. Klimas to the registrant’s Board of Directors and the appointment of Mr. Klimas as the registrant’s President and CEO, as well as the retirement of Mr. Kidd as the registrant’s President and CEO.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

	LNB BANCORP, INC.
Date: February 02, 2005
	By:	/s/ Terry M. White
		Terry M. White
		Executive Vice President,
		Chief Financial Officer and
		Corporate Secretary

EX-99

Exhibit 99

Contact:  W. John Fuller
   For LNB Bancorp, Inc.
   440-244-7314

Financial Services Veteran Daniel Klimas joins

LNB Bancorp as President and CEO

New CEO, Board look forward to growth as bank begins second century

Lorain, Ohio—February 2, 2005—Daniel E. Klimas, a prominent leader in the Northern Ohio banking community, has been elected president and chief executive officer of LNB Bancorp, Inc. (NASDAQ: LNBB) and Lorain National Bank by the board of directors of LNB Bancorp, it was announced today.

Klimas, who will assume the new role effective February 7, joins LNB Bancorp from Huntington National Bank, where he served as president of its Northern Ohio region. He succeeds James F. Kidd, who has served in the CEO position in an interim capacity and will remain as vice chairman of the Bancorp’s Board of Directors as he assumes retirement.

In his new position, Klimas will be responsible for the largest bank based in Lorain County. Lorain National Bank, which serves consumers and businesses in Lorain, eastern Erie and western Cuyahoga counties, is observing its 100^th anniversary this year.

Recently-elected Board Chairman James R. Herrick said, “The Board feels very fortunate to have secured a highly skilled and experienced executive in Dan Klimas. We believe Dan’s broad-based background in financial services, consulting and operating environments will support the Bancorp’s strategic growth goals, which are designed to enhance shareholder value.”

A Lorain County native and lifelong resident of Northeast Ohio, Klimas, 46, has been leading all of Huntington’s banking operations in Cleveland and Toledo and across Northern Ohio since 2001. The early part of his career was spent with one of the leading management consulting firms in the world, McKinsey & Company Inc., where he served as a strategic consultant in a variety of industries. In 1988, he joined KeyCorp (then called Society Corporation) and had increasing management responsibilities in such areas as retail and electronic banking, private banking and investing and corporate strategy.

Klimas earned his Bachelor of Business Administration and MBA in Operations Research summa cum laude from Kent State University. A civic leader in the Greater Cleveland community, he currently serves on the Board of Trustees of a number of local organizations, including the Cleveland Zoological Society, Rock and Roll Hall of Fame and Museum, Downtown Cleveland Partnership, Greater Cleveland Sports Commission and the United Way. He is also a member of the Business Advisory Council of Kent State University.

“I’m tremendously excited to join an organization with a 100-year heritage of serving clients and the community and eagerly look forward to working with such a fine group of professionals,” said Klimas.

In commenting on Jim Kidd’s service to the bank, Herrick said, “Our entire organization owes a debt of gratitude to Jim Kidd for guiding the company over the past year, as well as his leadership over a 40-year career with the bank. Jim will continue his service as vice chairman of the board and will assist Dan in a smooth transition.”

“Dan is the right person to lead the company in the future,” said Kidd. “He brings experience and expertise in managing growth businesses in financial and corporate arenas and has been extremely active in the community. I am grateful for the opportunity to continue to serve on the board in a leadership capacity.”

About LNB Bancorp, Inc.

LNB Bancorp, Inc. is a $770.9 million financial holding company with two wholly owned subsidiaries: The Lorain National Bank and Charleston Insurance Agency, Inc., and a 49-percent-owned subsidiary, Charleston Title Agency, LLC. LNB Bancorp’s primary subsidiary, The Lorain National Bank, provides a full spectrum of financial services, including full-service community banking, specializing in commercial, personal banking services, and investment and trust services. LNB Mortgage LLC, a wholly owned subsidiary of The Lorain National Bank, provides an array of mortgage financing products, while North Coast Community Development Corporation, also a wholly owned subsidiary of The Lorain National Bank, provides qualified community businesses with debt financing. Charleston Insurance Agency, Inc. offers life, long-term-care insurance and fixed-annuity products. Charleston Title Agency, LLC, offers traditional title services.

The Lorain National Bank serves customers through 20 retail-banking centers and 23 ATMs in Lorain, eastern Erie and western Cuyahoga counties. For more information about LNB Bancorp, Inc. and its related products and services or to view its filings with the Securities and Exchange Commission, please visit http://www.4lnb.com.

This press release contains forward-looking statements based on current expectations. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which LNB Bancorp, Inc., conducts its operations.