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) July 16, 2008

LNB BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-13203	34-1406303
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On July 16, 2008, LNB Bancorp, Inc. (the “Company”) and Daniel E. Klimas, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to the Employment Agreement dated as of January 28, 2005 by and among Mr. Klimas, the Company and The Lorain National Bank (the “Original Agreement”).

     Pursuant to the Amendment, Mr. Klimas will be provided an annual base salary of not less than $400,000 and the opportunity to earn an annual bonus of up to 50% of his annual base salary. Under this arrangement, Mr. Klimas may potentially earn total annual salary and bonus compensation of up to $600,000, whereas under the terms of the Original Agreement, Mr. Klimas had the opportunity to earn total annual salary and bonus compensation of up to $675,000. The terms of the Amendment are retroactive to February 1, 2008.

     The Company’s Compensation Committee approved the Amendment and believes that the recategorization of Mr. Klimas’ compensation arrangements as described above will more appropriately align and balance Mr. Klimas’ base salary with a single annual bonus opportunity that will take into account both short- and long-term objectives.

     A copy of the Amendment is included as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02, a copy of the Original Agreement was previously filed by the Company as Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission on March 14, 2005, and the above summary is qualified in its entirety by reference to those Exhibits.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated as of July 16, 2008, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank.

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 hereunto duly authorized.

	LNB BANCORP, INC. (Registrant)
Date: July 18, 2008	By:	/s/ Sharon L. Churchill
		Sharon L. Churchill
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated as of July 16, 2008, by and among Daniel E. Klimas, LNB Bancorp, Inc. and The Lorain National Bank.

EX-10.1

Exhibit 10.1

DANIEL E. KLIMAS

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”), is made at Lorain, Ohio, as of July 16, 2008, by and among DANIEL E. KLIMAS, herein referenced as “Employee,” and LNB BANCORP, INC. (an Ohio corporation) and THE LORAIN NATIONAL BANK (a banking organization organized and existing under the laws of the United States of America), which together with their respective successors and assigns are collectively herein referenced as “Employer.”

WHEREAS Employer and Employee entered into an Employment Agreement, dated as of January 28, 2005 (the “Original Employment Agreement”).

WHEREAS, pursuant to Section 1.4 of the Original Employment Agreement, Employer and Employee desire to amend the Original Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, Employer and Employee (collectively the “Parties” and individually a “Party”) agree as follows:

The Original Employment Agreement is amended as follows:

1. The first sentence of Section 2.1 of the Original Employment Agreement is amended to provide that Employer agrees to pay Employee a Basic Salary equal to the sum of not less than Four Hundred Thousand Dollars ($400,000) for each Contract Year of the Agreement Term.

2. The first sentence of Section 2.2 of the Original Employment Agreement is amended in its entirety to read “As additional consideration for Employee’s services performed hereunder, Employee may receive an annual bonus of up to fifty percent (50%) of Basic Salary for the Contract Year to which such bonus relates.”

3. Section 5.2 of the Original Employment Agreement is deleted in its entirety.

4. Section 7.4 of the Original Employment Agreement is amended to delete the phrase “and long-term incentive awards” and the phrase “and 5.2”.

5. Section 7.5 of the Original Employment Agreement is amended to delete the phrase “and long-term incentive awards” and the phrase “and 5.2”.

6. The second sentence of Section 7.8 of the Original Employment Agreement is amended to delete the phrase “and long-term incentive awards” and the phrase “and a long-term incentive award under Section 5.2 of fifty percent (50%) of Basic Salary as in effect immediately prior to termination.”

7. Section 10.2(A) of the Original Employment Agreement is amended to delete the phrase “; plus (vi) a pro rata portion of Employee’s long-term incentive awards under Section 5.2 for the Contract Year in which the Date of Termination occurs and each remaining Contract Year of the Agreement Term, as measured from the Date of Termination through the remainder of the Agreement Term (but not less than twenty-four (24) months) in an amount equal to fifty percent (50%) of Basic Salary in effect on the Date of Termination.”

8. The second sentence of Section 2.2 requires the establishment of performance goals for Employee not later than the first day of a given Contract Year for purposes of considering and awarding an annual bonus. Notwithstanding this requirement, the Parties were not able to finalize

such performance goals prior to the first day of the 2008 Contract Year. The Parties hereby agree that, for purposes of the 2008 Contract year only, the establishment of performance goals and the award of an annual bonus (if any) will be determined by the Board of Directors’ Compensation Committee (in its sole discretion). The Parties hereby further agree that the performance goals for 2009 and thereafter shall be established not later than the first day of each successive Contract Year as set forth in the second sentence of Section 2.2 of the Original Employment Agreement.

9. Upon execution of this Amendment, the provisions set forth herein shall be retroactive to February 1, 2008.

10. Except as specifically amended by this Amendment, all of the terms, covenants, conditions and provisions of the Original Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.

In the Presence of:

/s/ Mary E. Miles	/s/ Daniel E. Klimas
(Signature of First Witness)	Daniel E. Klimas
/s/ Sharon S. Friedmann		“Employee”
(Signature of Second Witness)
	LNB BANCORP, INC.
/s/ Mary E. Miles	By:	/s/ James R. Herrick
(Signature of First Witness)		James R. Herrick, Chairman of the Board
/s/ Sharon S. Friedmann
(Signature of Second Witness)

	THE LORAIN NATIONAL BANK
/s/ Mary E. Miles	By	/s/ James R. Herrick
(Signature of First Witness)		James R. Herrick, Chairman of the Board
/s/ Sharon S. Friedmann		“Employer”
(Signature of Second Witness)