S-8

As filed on May 27, 2005
Registration No. 333-____________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LNB BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	34-1406303 (I.R.S. Employer Identification No.)
457 Broadway, Lorain, Ohio	44052
(Address of Principal Executive Offices)	(Zip Code)

Employment Agreement, made as of January 28, 2005, by and among
Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank;
and Stock Option Agreement, made effective as of February 1,
2005, between LNB Bancorp, Inc. and Daniel E. Klimas

(Full title of the plan)

	Copy to:
Mr. Terry M. White	John M. Saganich, Esq.
Executive Vice President,	Vorys, Sater, Seymour and Pease LLP
Chief Financial Officer and	2100 One Cleveland Center
Corporate Secretary	1375 East Ninth Street
LNB Bancorp, Inc.	Cleveland, Ohio 44114-1724
457 Broadway
Lorain, Ohio 44052
(Name and address of agent for service)

(440) 244-6000

(Telephone number, including area code, of agent for service)

Calculation of Registration Fee

Title of		Proposed maximum		Proposed maximum
securities to	Amount to be	offering price per		aggregate offering		Amount of
be registered	registered (1)	share		price		registration fee
Common Shares, $1.00 Par Value (2)	95,000		(3)		$1,657,950.00		$195.14

(1)	Of this number, 65,000 common shares are being registered for issuance in connection with the grant pursuant to the Employment Agreement, made as of January 28, 2005, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank and 30,000 common shares are being registered for issuance upon the exercise of the option granted pursuant to the Stock Option Agreement, made effective as of February 1, 2005, between LNB Bancorp, Inc. and Daniel E. Klimas.
(2)	This Registration Statement also covers related Series A Voting Preferred Share Purchase Rights (the “Rights”) which evidence the right to purchase, under certain conditions, one one-hundredth of a share of Series A Voting Preferred Shares, no par value. The Registrant is required to deliver one Right with each common share that becomes outstanding until the “distribution date” for the Rights, at which date the Rights will commence trading separately from the common shares.
(3)	Of the 95,000 common shares being registered, 35,000 may be purchased at $19.17 per share. The offering price of the remaining 60,000 common shares has been determined, for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rule 457(h), as $16.45 per share on May 20, 2005.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EX-5 Opinion of Vorys, Sater, Seymour and Pease LLP
EX-10.2 Stock Option Agreement
EX-23.2 Consent of Independent Registered Public Acccounting Firm
EX-24 Power of Attorney

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     LNB Bancorp, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and all other reports filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under Commission File Number 0-13203 since that date.

     The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 12, 1985, updated by the Registrant’s Current Report on Form 8-K filed with the Commission on January 4, 2001, and the description of the Preferred Share Purchase Rights of the Registrant contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on November 6, 2000, and all amendments thereto or reports filed for the purpose of updating such descriptions heretofore filed by the Registrant with the Commission, are also hereby incorporated by reference.

     Any definitive proxy statement or information statement filed pursuant to Section 14 of the Exchange Act and all documents which may be filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the completion of the offerings contemplated by the Employment Agreement, made as of January 28, 2005, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank, and the Stock Option Agreement, made effective as of February 1, 2005, between LNB Bancorp, Inc. and Daniel E. Klimas, respectively, also shall be deemed to be incorporated herein by reference and to be made a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Division (E) of Section 1701.13 of the Ohio Revised Code governs indemnification by an Ohio corporation and provides as follows:

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     (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

     (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

     (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

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     (b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.

     (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

     (4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:

     (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

     (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

     (c) By the shareholders;

     (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

     Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

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     (5)(a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending the action, suit or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:

     (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

     (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

     (b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

     (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted

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against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5),(6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5),(6) or (7).

     (9) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

     The directors and officers of the Registrant also may be indemnified by the Registrant pursuant to Article VI of the Registrant’s Amended Code of Regulations, which provides as follows:

Section 1. Definitions.

     For purposes of this Article, the following words and phrases shall have the meanings designated below:

     a. “Claim” means, with respect to any Indemnified Individual, any and all threatened, pending or completed claims, actions, suits or proceedings (whether civil, criminal, administrative, investigative or otherwise and whether under State or Federal law) and any and all appeals related thereto; and

     b. “Indemnified Individual” means, subject to Section 8 of this Article, such of the following as the board of directors may determine (by a majority vote of a quorum of disinterested directors): all past, present and future shareholders, directors, officers, employees and other agents of the Registrant acting in any capacity at the request of or on behalf of the Registrant; and

     c. “Liabilities” means any and all judgments, decrees, fines, investigation costs, penalties, expenses, fees, amounts paid in settlement, costs, losses, expenses (including, but not

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limited to, attorneys’ fees and court costs), charges, and any other liabilities actually and reasonably incurred by an Indemnified Individual with respect to any Claim, either before or after final disposition of the Claim.

Section 2. Indemnification for Third-Party Claims.

     To the fullest extent authorized or permitted by law, the shareholders hereby determine that the Registrant shall indemnify and save harmless any and all Indemnified Individuals from and against all Liabilities arising or resulting from any Claim (other than a Claim by or in the right of the Registrant), under which the Indemnified Individual is a party or participant because of actions or omissions of the Registrant or of the Indemnified Individual or of any shareholder, director, officer, employee, agent or other person acting in any capacity at the request of or on behalf of the Registrant, if such Indemnified Individual has acted in good faith and in a manner the Indemnified Individual reasonably believed to be in and not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if the Indemnified Individual had no reasonable cause to believe the Indemnified Individual’s conduct was unlawful; provided, however, that (unless otherwise determined by a majority vote of a quorum of disinterested directors) the Registrant shall not indemnify or save harmless an Indemnified Individual for such person’s willful misconduct.

Section 3. Indemnification for Claims by or in the Right of the Registrant.

     To the fullest extent authorized or permitted by law, the shareholders hereby determine that the Registrant shall indemnify and save harmless any and all Indemnified Individuals from and against all Liabilities arising or resulting from any Claim by or in the right of the Registrant, under which the Indemnified Individual is a party or participant because of actions or omissions of the Registrant or of the Indemnified Individual or of any shareholder, director, officer, employee, agent or other person acting in any capacity at the request of or on behalf of the Registrant, if the Indemnified Individual acted in good faith and in a manner the Indemnified Individual reasonably believed to be in (or not opposed to) the best interests of the Registrant; provided, however, that the Registrant shall not indemnify or save harmless an Indemnified Individual for (i) such person’s adjudicated negligence or misconduct in the performance of the Indemnified Individual’s duty to the Registrant, or (ii) a violation of Section 1701.95 of the Ohio Revised Code.

Section 4. Release from Liability and Contribution.

     To the fullest extent authorized or permitted by law, no Indemnified Individual shall be liable to the Registrant or to any other person and no Claim shall be maintained against any Indemnified Individual by the Registrant (or, for the Registrant’s benefit, by any other shareholder) because of any action or omission (except for willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested directors) of such Indemnified Individual in any capacity at the request of or on behalf of the Registrant; provided, however, that an Indemnified Individual shall be liable to the Registrant for the Indemnified Individual’s willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested

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directors. To the fullest extent authorized or permitted by law, no Indemnified Individual shall be responsible for or be required to contribute to the payment of any Liabilities incurred by the Registrant or by any other Indemnified Individual because of the actions or omissions (except for willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested directors) of any Indemnified Individual serving in any capacity at the request of or on behalf of the Registrant; provided, however, that an indemnified Individual shall be liable to the Registrant and to any other Indemnified Individual for the Indemnified Individual’s willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested directors.

Section 5. Subrogation.

     To the extent of any payment by the Registrant under this Article, the Registrant: (i) shall be subrogated to all the Indemnified Individual’s rights of recovery from any other person and, as a condition precedent to any indemnification or other rights under this Article, such Indemnified Individual shall execute all reasonable documents and take all reasonable actions requested by the Registrant to implement the Registrant’s right of subrogation, and (ii) hereby waives any right of subrogation against or contribution from an Indemnified Individual.

Section 6. Insurance and Similar Protection.

     Whether or not the indemnification, release and other provisions of Section 2, Section 3 or Section 4 of this Article apply, the Registrant may purchase and maintain insurance upon and/or furnish similar protection (including, but not limited to: trust funds, letters of credit and self-insurance) for any Indemnified Individual to cover any Liabilities such Indemnified Individual might incur from the exercise of the Indemnified Individual’s duties for the Registrant or from such Indemnified Individual’s capacity as an agent or representative of the Registrant.

Section 7. Other Rights.

     The provisions of this Article shall be in addition to and shall not exclude or limit any rights or benefits to which any Indemnified Individual is or may be otherwise entitled: (a) as a matter of law or statute; (b) by the Registrant’s Second Amended Articles of Incorporation, Amended Code of Regulations or any bylaws; (c) by any agreement; (d) by the vote of shareholders or directors; or (e) otherwise.

Section 8. Conditions and Limitations.

     a. As a condition precedent to the indemnification, release and/or performance of any other obligation of the Registrant under this Article, the Indemnified Individual must first: (1) promptly notify the President or Corporate Secretary of the Registrant of any actual or potential Claim; and (2) authorize and permit the Registrant, in its sole discretion, to choose any legal counsel to defend and otherwise handle the Claim and all proceedings and matters related thereto (including, but not limited to, any counter-claims, cross-claims and defenses); and (3) permit the Registrant to assume total, complete and exclusive control of the Claim and all proceedings and matters related thereto (including, but not limited to, any counter-claims, cross-claims and

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defenses); and (4) in all respects, cooperate with the Registrant and its counsel in the defense of the Claim and in the prosecution of any counter-claims, cross-claims and defenses.

     b. At the Registrant’s option, the Registrant’s obligations under this Article may cease and terminate (without notice or demand): (i) if the Indemnified Individual is an employee of the Registrant, upon termination of the Indemnified Individual’s employment with the Corporation, or (ii) if the Indemnified Individual is a director or officer, upon removal of such director or officer for cause (as determined by the board of directors) in accordance with the Amended Code of Regulations.

     The Registrant has entered into employment agreements with certain of its officers which provide for indemnification for matters relating to such officer’s good faith actions or omissions arising from the performance of such officer’s duties thereunder. Indemnification pursuant to such agreements is conditioned upon such officer (a) notifying the Registrant of any actual or potential claims, (b) authorizing and permitting the Registrant, in its sole discretion, to choose any legal counsel to defend or otherwise handle the claims and all proceedings and matters relating thereto, (c) permitting the Registrant to assume total, complete and exclusive control of the claims and all proceedings and matters relating thereto and (d) cooperating in all respects with the Registrant in handling the claims and all proceedings and matters related thereto.

     The Registrant carries directors’ and officers’ liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Index to Exhibits attached hereto at page 12.

Item 9. Undertakings.

A.   The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most

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	recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lorain, State of Ohio, on the 27th day of May, 2005.

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

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 27th day of May, 2005.

Signature	Title
*Daniel P. Batista	Director
Daniel P. Batista
*Robert M. Campana	Director
Robert M. Campana
*Terry D. Goode	Director
Terry D. Goode
*James F. Kidd	Director
James F. Kidd
*David M. Koethe	Director
David M. Koethe
*Benjamin G. Norton	Director
Benjamin G. Norton

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Signature	Title
*Jeffrey F. Riddell	Director
Jeffrey F. Riddell
*John W. Schaeffer	Director
John W. Schaeffer, M.D.
*Eugene M. Sofranko	Director
Eugene M. Sofranko
*Stanley G. Pijor	Director
Stanley G. Pijor
*Lee C. Howley	Director
Lee C. Howley
*James R. Herrick	Chairman of the Board and Director
James R. Herrick
*Daniel E. Klimas	President, Chief Executive Officer and Director
Daniel E. Klimas	(Principal Executive Officer)
/s/ Terry M. White	Executive Vice President, Chief Financial Officer
Terry M. White	and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)

* By Terry M. White pursuant to a Power of Attorney executed by the directors and executive officers listed above, which Power of Attorney has been filed with the Commission.

  /s/ Terry M. White

Terry M. White, Attorney-in-Fact

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INDEX TO EXHIBITS

Exhibit No.	Description	Location
4.1	Second Amended Articles of Incorporation	Incorporated herein by reference to the Quarterly Report on Form 10-Q of the Registrant, dated November 13, 2000, and filed November 14, 2000 (File No. 0-13203) [Exhibit 3(a)]
4.2	Amended Code of Regulations	Incorporated herein by reference to the Current Report on Form 8-K of the Registrant, dated January 4, 2001, and filed January 4, 2001 (File No. 0-13203) [Exhibit 3]
4.3	Rights Agreement, dated as of October 24, 2000, between LNB Bancorp, Inc. and Registrar and Transfer Company	Incorporated herein by reference to the Registration Statement on Form 8-A of the Registrant, dated November 2, 2000, and filed November 6, 2000 (File No. 0-13203) [Exhibit 1]
5	Opinion of Vorys, Sater, Seymour and Pease LLP as to the legality of the securities	*
10.1	Employment Agreement, made as of January 28, 2005, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank	Incorporated herein by reference to the Annual Report on Form 10-K of the Registrant, dated March 11, 2005, and filed March 14, 2005 (File No. 0-13203) [Exhibit (10(a))]
10.2	Stock Option Agreement, made effective as of February 1, 2005, between LNB Bancorp, Inc. and Daniel E. Klimas	*
23.1	Consent of Vorys, Sater, Seymour and Pease LLP	(Contained in Exhibit 5)

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Exhibit No.	Description	Location
23.2	Consent of Independent Registered Public Accounting Firm	*
24	Power of Attorney	*

* Filed herewith.

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EX-5

EXHIBIT 5

Opinion and Consent of Vorys, Sater, Seymour and Pease LLP

May 27, 2005

LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052

Re:      LNB Bancorp, Inc. — Registration Statement for Offering of 95,000 Common Shares

Dear Ladies and Gentlemen:

     We have acted as counsel to LNB Bancorp, Inc., an Ohio corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 95,000 common shares, $1.00 par value, of the Company (the “Common Shares”) for issuance pursuant to the Employment Agreement, made as of January 28, 2005, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank, and the Stock Option Agreement, made effective as of February 1, 2005, between LNB Bancorp, Inc. and Daniel E. Klimas (collectively, the “Agreements”).

     This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

     We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company with respect to the approval and adoption of the Agreements. Based on such review, we are of the opinion that, if, as and when the Common Shares are issued and sold (and the consideration therefore received) pursuant to the provisions of the Agreements and in accordance with the Registration Statement, such Common Shares will be duly authorized, legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement.

     This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Agreements, or the Common Shares issuable pursuant to the Agreements.

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Very truly yours,
 

/s/ Vorys, Sater, Seymour and Pease LLP  

VORYS, SATER, SEYMOUR AND PEASE LLP 

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EX-10.2

EXHIBIT 10.2

STOCK OPTION AGREEMENT
(Non-Qualified Stock Option)

     THIS STOCK OPTION AGREEMENT (this “Agreement”) is made to be effective as of February 1, 2005, by and between LNB Bancorp, Inc., an Ohio corporation (the “Company”) and Daniel E. Klimas (the “Optionee”).

WITNESSETH:

     WHEREAS, the Optionee, the Company, and The Lorain National Bank (the “Bank”) are parties to that certain Employment Agreement, made as of January 28, 2005 (the “Employment Agreement”);

     WHEREAS, pursuant to Section 5.1 of the Employment Agreement, the Company has agreed to issue to Optionee options to purchase 90,000 of the common shares, $1.00 par value, of the Company (the “Common Shares”), subject to the terms and conditions of the Employment Agreement; and

     WHEREAS, the Company and the Employee desire to evidence the terms and conditions relating to the initial grant of the options;

     NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

     1. Defined Terms. When used in this Agreement, the following capitalized terms have the respective meanings set forth in this Section:

(a)	Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.
(b)	Administrator: The Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors if the Board of Directors has delegated to the Compensation Committee such responsibility.
(c)	Applicable Laws: The requirements relating to the administration of stock options under U.S. state corporate laws, U.S. federal and state securities laws, the Code and any stock exchange, market or quotation system on which the Common Shares are listed or quoted.

(d)	Change in Control: The meaning of “Change in Control” set forth in the Employment Agreement.
(e)	Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.
(f)	Fair Market Value: On a given date, the closing sale price for the Common Shares as reported on any securities exchange, market or quotation system on which the Shares may be listed or quoted on such date or, if no such sale occurred on that date, then for the next preceding date on which a sale was made. If the Shares should be no longer listed or quoted on a securities exchange, market or quotation system, the fair market value shall be determined by an arbitrator mutually acceptable to the Company and the Optionee.

     2. Grant of Option. Subject to adjustment pursuant to Section 4 of this Agreement, the Company hereby grants to the Optionee an option (the “Option”) to purchase 30,000 Common Shares (the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Code.

     3. Terms and Conditions of the Option.

          (a) Option Price. The purchase price (the “Option Price”) to be paid by the Optionee to the Company upon the exercise of the Option shall be $19.17 per Share, subject to adjustment as provided in Section 4 of this Agreement.

          (b) Exercise of the Option. Except as otherwise provided in this Agreement, the Option may be exercised by the Optionee as follows:

               (i) The Option shall vest and become exercisable with respect to 10,000 Shares on each of the first three anniversaries of the date hereof. The portion of the Option which has become vested and exercisable pursuant to this Section 3 is hereinafter referred to as the “Vested Portion.”

               (ii) In the event of a Change of Control, any portion of the Option that is not then exercisable shall vest and become exercisable immediately prior to such Change in Control.

               (iii) Upon the termination of the Employment Agreement (A) by the Optionee following a material violation by the Company or the Bank of the terms and conditions of the Employment Agreement in accordance with the provisions of Section 7.1 of the Employment Agreement or for Good Cause (as defined in the Employment Agreement), or (B) by the Company pursuant to the provisions of Section 7.2 of the Employment Agreement, any portion of the Option that is not then exercisable shall vest and become exercisable upon the effective date of termination of the Employment Agreement.

     The grant of the Option shall not confer upon the Optionee any right to continue in the employment of the Company or the Bank nor, subject to the provisions of the Employment Agreement, limit in any way the right of the Company or the Bank to terminate the employment of the Optionee at any time.

          (c) Method of Exercise of Option. At any time prior to the Expiration Date (as defined in Section 6), the Optionee may exercise all or a portion of the Option by delivering written notice of exercise to the Company, together with payment in full for the Shares in an amount equal to the product of the Option Price multiplied by the number of Shares to be acquired. Such payment may be made in cash or its equivalent (e.g., by check) or in previously issued Common Shares, which Common Shares have been owned by the Optionee for more than six months prior to the date of exercise and shall be valued at Fair Market Value on the date of exercise.

          (d) Tax Withholding. The Company shall be entitled to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other payment required under the tax withholding provisions of the Code, any state’s income tax act or any other applicable law with respect to any Shares issuable under the exercised Option.

     4. Adjustments and Changes in the Shares.

     The following provisions shall apply to the Option:

          (a) Generally. If the Company shall at any time after the date hereof (i) declare a dividend on its common shares payable in shares of its capital stock (of any class), (ii) subdivide its outstanding common shares, (iii) combine its outstanding common shares into a smaller number of shares, or (iv) issue any shares of its capital stock in connection with a consolidation or merger in which it is the continuing corporation, the Option Price in effect on the record date for that dividend, or the effective date of that subdivision, combination or merger, and/or the number and kind of shares of capital stock on that date subject to the Option shall be proportionately adjusted so that the Optionee shall be entitled to receive the aggregate number and kind of shares of capital stock which, if the Option had been exercised immediately prior to that date, the Optionee would have owned and been entitled to receive by virtue of that subdivision, combination or merger. The foregoing adjustment shall be made successively whenever any event listed above shall occur.

          (b) Change in Control. In the event of a Change in Control, the Administrator may, but shall not be obligated to, make provision for a cash payment to the Optionee in consideration for the cancellation of the Option which shall equal the excess, if any, of the Fair Market Value of the Shares as of the effective date of such Change in Control over the aggregate Option Price.

          (c) No Restrictions on Company. The grant of the Option alone shall not affect in any way the right of the Company to adjust, reclassify, reorganize, or otherwise change

its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

     5. Non-Assignability of Option. Unless otherwise permitted by the Administrator, the Option shall not be assignable or otherwise transferable by the Optionee except by will or by the laws of descent and distribution. The Option may not be exercised during the lifetime of the Optionee except by him, his guardian or legal representative.

     6. Exercise After Termination of Employment. Subject to the provisions of this Agreement, the Optionee may exercise all or any part of the Vested Portion of this Option at any time prior to the earliest to occur of:

      (a) the tenth anniversary of the applicable vesting date;

      (b) one (1) year following the date of the Optionee’s death or Disability (as defined in the Employment Agreement);

      (c) sixty (60) days following the date of termination of the Optionee’s employment with the Company or the Bank, (i) if the Optionee terminates his employment with the Company or the Bank (A) following a material violation by the Company or the Bank of the terms and conditions of the Employment Agreement in accordance with the provisions of Section 7.1 of the Employment Agreement, (B) upon the occurrence of a Change in Control (as defined in the Employment Agreement) for Good Reason (as defined in the Employment Agreement) or (C) for Good Cause, or (ii) if the Company or the Bank terminates the Optionee’s employment with the Company or the Bank pursuant to the provisions of Section 7.2 of the Employment Agreement;

      (d) sixty (60) days following the date of termination of the Optionee’s employment with the Company or the Bank, (i) if the Company or the Bank terminates the Optionee’s employment with the Company or the Bank (A) following a material violation by the Optionee of the terms and conditions of the Employment Agreement in accordance with the provisions of Section 7.1 of the Employment Agreement or (B) upon a violation or breach by the Optionee of the requirements of Section 8 of the Employment Agreement, or (ii) if the Optionee terminates his employment with the Company or the Bank pursuant to the provisions of Section 7.6 of the Employment Agreement; or

      (e) sixty (60) days following the expiration of the Agreement Term (as defined in the Employment Agreement).

     Upon the earliest to occur of any of the events described in clauses (a), (b), (c), (d) or (e) above (the “Expiration Date”), the Option shall terminate, and the Optionee shall have no further rights pursuant to this Agreement.

     7. Restrictions on Transfers of Common Shares. Subject to the obligations of the Company and the Bank pursuant to the Employment Agreement, anything contained in this

Agreement or elsewhere to the contrary notwithstanding, the Company may postpone the issuance and delivery of any Shares upon any exercise of the Option until completion of any stock exchange or market listing or registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company may consider appropriate; and may require the Optionee when exercising the Option to make such representations and furnish such information as the Company may consider appropriate in connection with the issuance of the Shares in compliance with applicable legal requirements.

     Shares issued and delivered upon exercise of the Option shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the Company, in its discretion, shall determine are necessary to satisfy applicable legal requirements and obligations.

     8. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of the Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of the Option, the Administrator may require the person exercising the Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is necessary.

     9. Rights of Optionee. The Optionee shall have no rights as a shareholder of the Company with respect to any of the Shares until (a) the Optionee has given written notice of exercise of the Option, (b) the Optionee has paid the aggregate Option Price in full for such Shares and, if applicable, satisfied any other conditions imposed by the Administrator and (c) the date of issuance of a certificate to the Optionee evidencing such Shares.

     10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to conflict of law provisions.

     11. Rights and Remedies Cumulative. All rights and remedies of the Company and of the Optionee enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this Agreement, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

     12. Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement.

     13. Severability. If any provision of this Agreement or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this Agreement that if any provision of this Agreement is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

     14. Entire Agreement. This Agreement and the Employment Agreement constitute the entire agreement between the Company and the Optionee in respect of the subject matter of this Agreement. In the event of any conflict between the provisions of this Agreement and the terms of the Employment Agreement, the terms of the Employment Agreement will control. No officer, employee or other servant or agent of the Company, and no servant or agent of the Optionee is authorized to make any representation, warranty or other promise not contained in this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless contained in a writing signed by the party to be charged.

     15. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns (including successive, as well as immediate, successors and assigns) of the Company.

     The Optionee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Stock Option Agreement to be executed on the date first above written.

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

OPTIONEE:
 

  /s/ Daniel E. Klimas  

Daniel E. Klimas 

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
LNB Bancorp, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of LNB Bancorp, Inc. of our reports dated March 11, 2005, with respect to the consolidated balance sheets of LNB Bancorp, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2004, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004, annual report on Form 10-K of LNB Bancorp, Inc.

/s/ KPMG LLP

Cleveland, Ohio
May 27, 2005

EX-24

EXHIBIT 24

Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or directors of LNB BANCORP, INC., an Ohio corporation (the “Company”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its securities for offering and sale pursuant to the Employment Agreement, made as of January 28, 2005, by and among Daniel E. Klimas, the Company and The Lorain National Bank, and the Stock Option Agreement, made effective as of February 1, 2005, between LNB Bancorp, Inc. and Daniel E. Klimas, hereby constitute and appoint Terry M. White as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 27th day of May, 2005.

  /s/ Daniel P. Batista

Daniel P. Batista

  /s/ Robert M. Campana

Robert M. Campana

  /s/ Terry D. Goode

Terry D. Goode

  /s/ James F. Kidd

James F. Kidd

  /s/ David M. Koethe

David M. Koethe

  /s/ Benjamin G. Norton

Benjamin G. Norton

  /s/ Jeffrey F. Riddell

Jeffrey F. Riddell

  /s/ John W. Schaeffer

John W. Schaeffer, M.D.

  /s/ Eugene M. Sofranko

Eugene M. Sofranko

  /s/ Stanley G. Pijor

Stanley G. Pijor

  /s/ Lee C. Howley

Lee C. Howley

  /s/ James R. Herrick

James R. Herrick

  /s/ Daniel E. Klimas

Daniel E. Klimas