Exhibit 10(w)AGREEMENT TO JOIN IN THE FILING OFCONSOLIDATED FEDERAL INCOME TAX RETURNS     This agreement (the “Agreement”) is made and entered into this 27 day of February, 2001,between LNB Bancorp, Inc. (the “Holding Company”), and The Lorain National Bank and CharlestonInsurance Agency, Inc. (the “Subsidiaries”).     WITNESSETH:     WHEREAS, the Holding Company is the owner of 80% or more of the outstanding shares of stock ofthese Subsidiaries and may, therefore, include the income and expense of the Subsidiaries in theHolding Company’s consolidated Federal income tax returns; and     WHEREAS, the parties desire to set forth their agreement as to the filing of such returns andthe payment of the related consolidated Federal income tax liability;     NOW, THEREFORE, in consideration of the initial agreements herein set forth, the partieshereto do hereby agree as follows:     1. Filing and Preparation of Future Returns. The Subsidiaries agree to consent tojoining with the Holding Company and its consolidated subsidiaries in the filing of consolidatedFederal income tax returns for the taxable year ending December 31, 2001 and each taxable yearthereafter in accordance with applicable income tax laws and regulations. The Holding Companyagrees that it will prepare and file in a timely manner all Federal and other income tax returnsrequired to be filed on behalf of the Holding Company and its consolidated subsidiaries, includingthe Subsidiaries, and will pay the taxes shown to be due thereon.     2. Estimated Payments. For the taxable year ending December 31, 2001 and each taxableyear thereafter, the parties shall cause to be prepared, on the Subsidiaries’ tax basis ofaccounting, a computation of the minimum estimated quarterly income tax payments which would berequired to be paid by the Subsidiaries if it were to report its income and expenses to theInternal Revenue Service as a separate entity and avoid the imposition of an addition to its taxfor underpayment of estimated income tax payments. The Subsidiary shall pay to the Holding Companyan amount equal to each such estimated income tax payment on the date on which the Subsidiarieswould have been required to make such estimated income tax payment if it were reporting to theInternal Revenue Service as a separate entity. Such payments shall be made to the Holding Companyirrespective of whether or not the Holding Company shall have any liability for estimated incometax payments with respect to any
 

 
such period. 3. Year End Taxes a. For the taxable year ending December 31, 2001 and every taxable yearthereafter, the parties shall cause to be prepared, on the Subsidiaries’ tax basisof accounting, a computation of the Federal income tax liability for such year ofthe Subsidiaries as if the Subsidiaries were reporting its income and expenses tothe Internal Revenue Service as a separate entity.  b. The Subsidiaries shall pay to the Holding Company an amount equal tothe income tax liability computed under paragraph 3(a) above, reduced by the amountof any credits attributable to the assets or operations of the Subsidiaries andfurther reduced by the amount of any estimated tax payments made to the HoldingCompany under the provisions of paragraph 2 above.  c. In the event the computation of the Subsidiaries’ income tax liabilityunder paragraph 3(a) above shall reflect that the Subsidiaries incurred a loss forany year, and that the Subsidiaries would have been due a Federal income tax refundas a result of certain loss carry-back provisions of the Internal Revenue Code,then the Holding Company shall pay to the Subsidiaries an amount equal to suchhypothetical income tax refund plus the amount of any estimated tax payments forsuch year made by the Subsidiaries to the Holding Company; provided, however, in noevent shall the Holding Company be required to make any payment hereunder in excessof the aggregate of all payments made by the Subsidiaries to the Holding Companyunder paragraphs 2 and 3(a) hereof.  d. Payments required under paragraph 3(b) or paragraph 3(c) above shall bemade on the date on which the Subsidiaries would have been required to make a finalincome tax payment with respect to such year on the assumption that theSubsidiaries would have had income tax liability for such year. 4. Other Income Taxes. In the event there shall be imposed on theSubsidiaries any state or local tax based on net income to which the principles ofconsolidated income taxation such as those presently in effect under Federal income taxrules may be applied and practical, the Subsidiary and the Holding Company agree thatthe above agreements shall also be applicable with respect to such state or local incometaxes.
 

 
     5. Deferred Taxes. The Subsidiaries will not transfer to the Holding Company it’sdeferred tax liabilities along with the cash or earning assets to pay these liabilities, prior tothe reversal of the timing differences generating the deferrals.     6. Termination. This Agreement shall continue in effect until terminated by mutualagreement of the parties and supersedes any and all prior agreements, written or oral, concerningthe subject matter thereof.     7. Amendment. This Agreement is intended to comply with all rules and regulationspertaining to Financial Holding Companies and related Subsidiaries and in the event the FederalReserve Board or other regulatory agency shall promulgate rules and regulations that affect thisAgreement, then this Agreement shall automatically be amended to conform to such rules andregulations and such amendments shall be submitted to the respective boards for ratification.     IN WITNESS WHEREOF, we have executed this Agreement this 27th day of February 2001.       FOR: LNB BANCORP, INC.       BY:  /s/Gary C. Smith         Gary C. Smith    President and    Chief Executive Officer       FOR: THE LORAIN NATIONAL BANK       BY:  /s/ Thomas P. Ryan         Thomas P. Ryan    Executive Vice President       FOR: CHARLESTON INSURANCE AGENCY, INC.       BY:  /s/ Thomas P. Ryan         Thomas P. Ryan    President and    Chief Executive Officer