Exhibit 10(r)LNB BANCORP, INC.ANDREGISTRAR AND TRANSFER COMPANYRights AgreementDated as of October 24, 2000TABLE OF CONTENTS       Section    Page 1. Certain Definitions  1        2. Appointment of Rights Agent  5        3. Issuance of Rights Certificates  5        4. Form of Rights Certificates  7        5. Countersignature and Registration  7        6 Transfer, Split-up, Combination and Exchange of RightsCertificates; Mutilated, Destroyed, Lost or Stolen RightsCertificates  8        7. Exercise of Rights; Purchase Price; Expiration Date of Rights  9        8. Cancellation and Destruction of Rights Certificates  10        9. Reservation and Availability of Capital Stock  11        10. Preferred Shares Record Date  12        11. Adjustment of Purchase Price, Number and Kind of Shares or Numberof Rights  12        12. Certificate of Adjusted Purchase Price or Number of Shares  20        13. Consolidation, Merger or Sale or Transfer of Assets or EarningPower  20        14 Fractional Rights and Fractional Shares  23        15. Rights of Action  23        16. Agreement of Rights Holders  24        17. Rights Certificate Holder Not Deemed a Shareholder  24        18. Concerning the Rights Agent  25 
 

 
       Section    Page 19. Merger or Consolidation or Change of Name of Rights Agent  25        20. Duties of Rights Agent  26        21. Change of Rights Agent  28        22. Issuance of New Rights Certificates  28        23. Redemption and Termination  29        24. Notice of Certain Events  30        25. Notices  31        26. Supplements and Amendments  31        27. Successors  32        28. Determinations and Actions by the Board of Directors, etc.  32        29. Benefits of This Agreement  32        30. Severability  32        31. Governing Law  33        32. Counterparts  33        33. Descriptive Headings  33 Exhibit A — Form of Amended Articles of IncorporationExhibit B — Form of Rights CertificateExhibit C — Form of Summary of RightsRIGHTS AGREEMENTRIGHTS AGREEMENT, dated as of October 24, 2000 (the “Agreement”), between LNB Bancorp, Inc., anOhio corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the“Rights Agent”).WITNESSETHWHEREAS, on October 24, 2000 (the “Rights Dividend Declaration Date”), the Board of Directors ofthe Company authorized and declared a dividend distribution of one Right for each Common Share (ashereinafter defined) of the Company outstanding at the close of
 

 
business on November 6, 2000 (the “Record Date”), and has authorized the issuance of one Right (assuch number may hereinafter beadjusted pursuant to the provisions of Section 11(o) hereof) for each Common Share of the Companyissued between the Record Date (whether originally issued or delivered from the Company’s treasury)and the Distribution Date (as hereinafter defined), each Right representing the right to purchaseone one-hundredth of a Series A Voting Preferred Share of the Company having the rights, powers andpreferences set forth in the form of Amended Articles of Incorporation of the Company attachedhereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the“Rights”);     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,the parties hereby agree as follows:     Section 1. Certain Definitions. For purposes of this Agreement, the following terms have themeanings indicated:          (a) “Act” shall mean the Securities Act of 1933.          (b) “Acquiring Person” shall mean any Person who or which, together with all Affiliates andAssociates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares thenoutstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefitplan of the Company or of any Subsidiary of the Company, or any Person or entity organized,appointed or established by the Company for or pursuant to the terms of any such plan.Notwithstanding the foregoing, no Person shall become anAcquiring Person solely as the result of an acquisition of Common Shares by the Company which, byreducing the number of shares outstanding, increases the proportionate number of sharesbeneficially owned by such Person, together with all Affiliates and Associates of such Person, to15% or more of the Common Shares then outstanding; provided, however, that if a Person who would bean Acquiring Person but for this sentence, or such Person’s Affiliates or Associates, shallthereafter become, as a result of actions taken by such Person