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SECURITIES AND EXCHANGE COMMISSION   Annual Report Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934 For the fiscal year ended
December 31, 2003
    
    Commission file
number 0-13203
 LNB Bancorp, Inc.  Ohio
(State of Incorporation)
457 Broadway, Lorain, Ohio
(Address of principal executive offices)
    
    34-1406303
(I.R.S. Employer Identification No.)
44052-1769
(Zip Code)
 (440) 244 - 6000
(Registrants telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934: Title of Each Class
Common Stock, Par Value $1.00 Per Share
Preferred Share Purchase Rights
    
    Name of Each Exchange on Which Registered
NASDAQ - National Market
 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [  ] The aggregate market value of the voting common stock held by non-affiliates
of the Registrant at June 30, 2003 was approximately $121,136,000. The number of shares of Registrants Common Stock outstanding on February 29,
2004 was 6,617,726.




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DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2003 Annual Report to Stockholders of Registrant are
incorporated by reference in Parts I, II, and IV of this report. Portions
of the Definitive Proxy Statement of Registrant dated March 19, 2004 (the
Proxy Statement) are incorporated by reference in Part III of this report. 1




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TABLE OF CONTENTS  PART 1ITEM 1 - BUSINESSa) GENERAL DEVELOPMENT OF BUSINESSb) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTSc) DESCRIPTION OF LNB BANCORP, INC.S BUSINESSd) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREASe) STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIESI. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS EQUITY: INTEREST RATES AND INTEREST DIFFERENTIALII. INVESTMENT PORTFOLIOIII. LOAN PORTFOLIOIV. SUMMARY OF LOAN LOSSESV. FUNDING SOURCES AND AVERAGE RATES PAID ON FUNDING SOURCESVI. RETURN ON EQUITY AND ASSETSVII. SHORT-TERM BORROWINGSVIII. AVAILABLE INFORMATIONITEM 2 - PROPERTIESITEM 3 - LEGAL PROCEEDINGSITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSEXECUTIVE OFFICERS OF THE REGISTRANTPART IIITEM 5 - MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERSITEM 6 - SELECTED FINANCIAL DATAITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7(a) - Quantitative and Qualitative Disclosures about Market RiskITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESITEM 9(a)  CONTROLS AND PROCEDURESPART IIIITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANTITEM 11 - EXECUTIVE COMPENSATIONITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14  PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-KSIGNATURESExhibit IndexRetirement Benefits AgreementSeverence AgreementAnnual ReportExhibit 14Consent302 CEO Cert302 CFO Cert906 CEO Cert906 CEO Cert    Table of Contents  LNB Bancorp, Inc.
Form 10-K Report
Table of Contents
2003 PagePART IItem 1 Businessa. General Development of Business
    
    
    4b. Financial Information About Industry
Segments
    
    
    5c. Description of LNB Bancorp, Inc.s Business
    
    
    5d. Financial Information About Geographic Areas
    
    
    11e. Statistical Disclosure by Bank Holding
Companies
    
    
    11I. Distribution of Assets, Liabilities
and Shareholders Equity: Interest Rates
and Interest Differential
    
    
    11II. Investment Portfolio
    
    
    11III. Loan Portfolio
    
    
    12IV. Summary of Loan Losses
    
    
    14V. Funding Sources and Average Rates Paid on
Funding Sources
    
    
    15VI. Return on Equity and Assets
    
    
    15VII. Short-Term Borrowings
    
    
    15VIII. Available Information
    
    
    15Item 2 Properties
    
    
    16Item 3 Legal Proceedings
    
    
    17Item 4 Submission of Matters to a Vote of Shareholders
    
    
    17Executive officers of the Registrant
    
    
    17PART IIItem 5 Market for the Registrants Common Equity and
Related Shareholder Matters
    
    
    19Item 6 Selected Financial Data
    
    
    19Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    19Item 7(a) Quantitative and Qualitative Disclosures about
Market Risk
    
    
    19Item 8 Financial Statements and Supplementary Data
    
    
    19Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    20Item 9(a) Controls and Procedures
    
    
    20PART IIIItem 10 Directors, Executive Officers, Promoters and
Control Persons of the Registrant
    
    
    20Item 11 Executive Compensation
    
    
    21Item 12 Security Ownership of Certain Beneficial Owners
and Management
    
    
    21
 2




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PageItem 13 Certain Relationships and Related Transactions
    
    
    22Item 14 Principal Accounting Fees and Services
    
    
    22PART IVItem 15 Exhibits, Financial Statements, Schedules and
Reports on Form 8-K
    
    
    23SIGNATURES
    
    
    24EXHIBIT INDEX
    
    
    27
 3




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PART 1 
 ITEM 1 - BUSINESS 
 a) GENERAL DEVELOPMENT OF BUSINESS LNB Bancorp, Inc.(the Parent Company), a financial holding company, was
incorporated on October 11, 1983 under the laws of the State of Ohio at
the direction of the Board of Directors of The Lorain National Bank (the
Bank), a national banking association, for the purpose of acquiring all
the outstanding common stock of the Bank. The term the Corporation
refers to LNB Bancorp, Inc. and its wholly-owned subsidiaries. At a
special meeting of the shareholders of the Bank, held on February 28,
1984, the shareholders approved the Plan of Reorganization, involving
the merger of the Bank into the Lorain Interim Association, a national
banking corporation, incorporated solely for the purpose of effecting
the Reorganization Plan. Lorain Interim was a wholly-owned subsidiary
of the Corporation. Upon the consummation of the merger on March 30, 1984, under the Plan of
Reorganization, the business of the Bank is conducted by the merged Bank
under the name The Lorain National Bank. Each outstanding share of
common stock of the Bank, par value $2.50, was converted into one share
of LNB Bancorp, Inc. common stock, par value $2.50. A total of 904,570
shares of corporate stock were issued at the effective date of the
merger. On April 8, 1989, the shareholders of the Corporation approved a
two-for-one stock split, which reduced the par value to $1.25. On April
20, 1993, the shareholders of the Corporation approved a five-for-four
stock split, which reduced the par value to $1.00. On April 18, 1995, the Corporations shareholders approved an amendment
to the Articles of Incorporation to increase the number of authorized
shares of Common Stock from 4,000,000 to 5,000,000 and fix the par value
of Common Stock at $1.00 per share to allow for a five-for-four stock
split. On April 18, 1995, the Corporations Board of Directors authorized a
five-for-four stock split in the form of a 25 percent stock dividend.
The stock split increased the number of shares outstanding by 802,692.
Also, Common Stock has been increased by $802,692 with an offsetting
reduction to additional capital to reflect the fixed $1.00 par value per
share for each additional share issued pursuant to the stock split. At a special meeting of shareholders held on December 14, 1999, the
Corporations Shareholders approved an amendment to the Articles of
Incorporation to increase the number of authorized shares of Common
Stock from 5,000,000 to 15,000,000 shares. Also, on December 14, 1999,
the Corporations Shareholders approved an amendment to the Articles of
Incorporation to provide for 1,000,000 shares of Voting Preferred Stock. 4




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On October 24, 2000, the Board of Directors of LNB Bancorp, Inc. adopted
a Shareholder Rights Plan. The rights plan is designed to prevent a
potential acquiror from exceeding a prescribed ownership level in LNB
Bancorp, Inc., other than in the context of a negotiated acquisition
involving the Board of Directors. On November 14, 2000, LNB Bancorp, Inc. filed its Second Amended Articles of
Incorporation which authorized and provided the terms of 750,000 Series A
Voting Preferred Shares. On February 25, 2003, the Corporations board of directors approved a three-for-two (3-for-2) stock split of the Corporations common stock. The shares
issued as a result of the stock split were distributed on April 1, 2003 to
shareholders of record at the close of business on March 17, 2003. The stock
split increased the number of shares outstanding by 2,250,210 shares.
Shareholders participating in the Corporations dividend reinvestment plan
were issued fraction shares as is necessary. Shareholders not participating
in the plan were paid cash in lieu of fractional shares as is necessary. LNB Bancorp, Inc. has broader powers than the Bank. These powers principally
include the power to engage in certain non-banking businesses that are
financial in nature, to own capital stock of banks located in Ohio and
certain other states and to own capital stock of business corporations (other
than banks) located within or outside Ohio. 
 b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS The Corporation and subsidiary companies are engaged in one line of
business which is banking services. The subsidiaries, except for Lorain
National Bank, did not represent a significant part of LNB Bancorp, Inc. at
December 31, 2003. Reference is hereby made to Item 1e., Statistical
Disclosure by Bank Holding Companies, and to Item 8 of this Form 10-K for
financial information pertaining to the Corporations business. 
 c) DESCRIPTION OF LNB BANCORP, INC.S BUSINESS LNB Bancorp, Inc., (the Bancorp), is a $741 million financial holding company
headquartered in Lorain, Ohio. The Bancorp is a public company whose stock
is traded on The Nasdaq Stock Market@ under the ticker symbol LNBB.
Its predecessor, The Lorain National Bank, was formed as a result of the
merger of The Lorain Banking Company and The National Bank of Lorain on
January 1, 1961. The Lorain Banking Company was a state chartered bank
founded in 1905. The National Bank of Lorain was a national bank receiving
its national charter in 1934. On March 30, 1984, the Lorain National Bank
became the wholly owned subsidiary of LNB Bancorp, Inc. The Bancorp received
its financial holding company status on March 13, 2000. LNB Bancorp, Inc., offers life insurance, term life, whole life, universal
life and long-term care insurance and fixed annuity products through its 5




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wholly owned insurance subsidiary Charleston Insurance Agency, Inc.; and
traditional title services through 49-percent owned subsidiary Charleston
Title Agency, LLC. In addition, pursuant to an agreement between Lorain
National Bank and Raymond James Financial Services, Inc., member
NASD/SIPC,
Raymond James offers brokerage services including stocks, bonds, mutual funds,
variable annuity investments and variable life insurance products to Lorain
National Bank customers through the LNB Investment Center. On July 15, 2002, Lorain National Bank established a wholly-owned subsidiary,
North Coast Community Development Corporation, which received its Community
Development Entity (CDE) status from the United States Department of Treasury
on December 10, 2002. North Coast Community Development Corporations mission
is to provide commercial investment in low- and moderate-income communities.
North Coast Community Development Corporation was awarded $9 million in New
Markets Tax Credit Allocation in 2002 and will start making investments during
2004 in low- and moderate-income census tracts in Lorain County. The Lorain National Bank operates 20 retail branches and 23 ATMs in the nine
communities of Lorain, Elyria, Amherst, Avon Lake, LaGrange, Oberlin, Olmsted
Township, Vermilion, and Westlake. Lorain National Bank offers a full range
of bank products and services while specializing in small business, mortgage,
and personal banking services, including investment management and trust
services. The Banks commercial lending activities consist of commercial loans, working
capital loans, commercial mortgage loans, construction loans, equipment
loans, letters of credit, revolving lines of credit, Small Business
Administration loans, government guaranteed loans and Federal Home Loan Bank
program loans. Through Lorain National Banks wholly-owned subsidiary, North
Coast Community Development Corporation, commercial loans with preferred
interest rates are offered on projects that meet the standards for the New
Markets Tax Credit Program. The Banks residential mortgage lending activities consist primarily of loans
for purchasing personal residences and local lender loans secured by
residential mortgages. Consumer lending activities consist of traditional
forms of financing for automobile and personal loans, indirect automobile
loans, second mortgages and home equity lines of credit. The Banks credit card lending activities are conducted through a third party
marketing agreement with MBNA and consist of Visa Lorain Lighthouse and VISA
Platinum cards. The Bank offers ATM cards and Access debit cards to our deposit
customers. Bankcard Merchant services are provided to our corporate customers. The Banks range of deposit services include checking accounts, totally free
checking, interest-bearing checking, CheckInvest accounts, savings accounts,
money market accounts, Market Access accounts, individual retirement 6




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accounts, certificates of deposit, Keogh plans, and overdraft protection.
Deposits of the Bank are insured by the Bank Insurance Fund administered by the
Federal Deposit Insurance Corporation. Other bank services offered include safe deposit boxes, night depository,
U. S. savings bonds, travelers checks, money orders, cashiers checks,
automatic teller machine cash and transaction services, debit cards,
wire transfers, foreign drafts, foreign currency, electronic funds transfer,
notary public service, payroll direct deposit, cash management services, 24
hour telephone banking with bill paying service, internet banking, lockbox,
ACH, discount brokerage services and other services tailored for both
individuals and businesses. The Investment and Trust Services Division of the Bank offers investment
management and traditional trust and fiduciary services to individuals,
partnerships, corporations, institutions and municipalities. The Division also
offers employee benefit plan trust and administrative services. The Bank is not dependent upon any one significant customer or specific
industry. The business of the Corporation is not seasonal to any material
degree. In the opinion of Management, LNB Bancorp, Inc. does not have exposure to
material costs associated with environmental hazardous waste clean up. Competition Lorain National Bank faces strong competition both in making loans and
attracting deposits. The deregulation of the banking industry and the wide
spread enactment of state laws that permit multi-bank holding companies as
well as the availability of nationwide interstate banking has created a
highly competitive environment for financial services providers. Lorain
National Bank competes with other national and state banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, brokerage and investment banking companies and other financial
intermediaries operating in its market and elsewhere, many of whom have
substantially greater financial resources. Lorain National Bank competes with seven other banks and bank holding
companies operating in Lorain County which range in size from approximately
$58 million to over $326 billion in assets. Other competition comes
primarily from savings and loans, credit unions, and other financial
intermediaries operating in Lorain County and counties adjacent to it. The
Banks market share of total deposits in Lorain County in all types of
financial institutions was 17.8% in 2003 and 17.8% in 2002, while ranking
number two in market share in 2003 and 2002. Lorain National Bank seeks to
minimize the competitive effect of larger financial institutions through a
community banking approach that emphasizes direct customer access to the
Banks president and other officers in an environment conducive to friendly, 7




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informed and courteous personal services. Management believes that Lorain
National Bank is well positioned to compete successfully in its respective
primary market area. Competition among financial institutions is based upon
interest rates offered on deposit accounts, interest rates charged on loans,
the relative level of service charges, the quality and scope of the services
rendered, the convenience of the banking centers and, in the case of loans
to commercial borrowers, relative lending limits. Management believes that
the commitment of Lorain National Bank to personal service, innovation and
involvement in their respective communities and primary market areas, as well
as their commitment to quality community banking service, are factors that
contribute to its competitive advantage. Supervision and Regulation LNB Bancorp, Inc., as a financial holding company, is regulated under
the Bank Holding Company Act of 1956, as amended (the BHC Act), and is
subject to the supervision and examination of the Board of Governors of
the Federal Reserve System (the Federal Reserve Board). The BHC Act
requires the prior approval of the Federal Reserve Board for a financial
holding company to acquire or hold more than a 5% voting interest in any
bank and restricts interstate banking activities. The BHC Act allows
interstate bank acquisitions anywhere in the country and interstate
branching by acquisition and consolidation in those states that have not
opted out by January 1, 1997. The BHC Act restricts LNB Bancorp, Inc.s nonbanking activities to
those which are determined by the Federal Reserve Board to be financial
in nature, incidental to such financial activity or complementary to a
financial activity. The BHC Act does not place territorial
restrictions on the activities of nonbank subsidiaries of financial
holding companies. LNB Bancorp, Inc.s banking subsidiary is subject to
limitations with respect to transactions with affiliates. Sarbanes-Oxley Act of 2002 On July 30, 2002, the Senate and the House of Representatives of the United
States (Congress) enacted the Sarbanes-Oxley Act of 2002, a law that
addresses, among other issues, corporate governance, auditing and accounting,
executive compensation, and enhanced and timely disclosure of corporate
information. The Nasdaq Stock Exchange has also adopted corporate
governance rules that were approved by The Securities and Exchange
Commission. These changes are intended to allow stockholders to more easily and
efficiently monitor the performance of companies and directors. Effective August 29, 2002, as directed by Section 302(a) of Sarbanes-Oxley,
LNB Bancorp, Inc.s chief executive officer and chief financial officer are
each required to certify that LNB Bancorp, Inc.s Quarterly and Annual
Reports do not contain any untrue statement of a material fact. The rules
have several requirements, including having these officers certify that: they 8




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are responsible for establishing, maintaining and regularly evaluating the
effectiveness of LNB Bancorp, Inc.s internal controls; they have made
certain disclosures to LNB Bancorp, Inc.s auditors and the audit committee
of the Board of Directors about LNB Bancorp, Inc.s internal controls; and
they have included information in LNB Bancorp, Inc.s Quarterly and Annual
Reports about their evaluation and whether there have been significant
changes in LNB Bancorp, Inc.s internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation. The enactment of the Gramm-Leach-Bliley Act of 1999 (the GLB Act)
represented a pivotal point in the history of the financial services
industry. The GLB Act swept away large parts of a regulatory framework that
had its origins in the Depression Era of the 1930s. Effective March 11,
2000, new opportunities became available for banks, other depository
institutions, insurance companies, and securities firms to enter into
combinations that permit a single financial services organization to offer
customers a more complete array of financial products and services. The GLB
Act provides a new regulatory framework for regulation through the financial
holding company, which has as its umbrella regulator the Federal Reserve
Board. Functional regulation of the financial holding companys separately
regulated subsidiaries is conducted by their primary functional regulator.
The GLB Act requires satisfactory or higher Community Reinvestment Act
compliance for insured depository institutions and their financial holding
companies in order for them to engage in new financial activities. The GLB
Act provides a federal right to privacy of non-public personal information of
individual customers. LNB Bancorp, Inc. and its subsidiaries are also
subject to certain state laws that deal with the use and distribution of non-
public personal information. A substantial portion of the Corporations cash revenues is derived from
dividends paid by its subsidiary bank. These dividends are subject to
various legal and regulatory restrictions as summarized in Note 13 under
Dividend Restrictions on page 25 of the LNB Bancorp, Inc. 2003 Annual Report
and is incorporated herein by reference. The Bank is subject to the provisions of the National Bank Act. The
Bank is subject to primary supervision, regulation and examination by
the Office of the Comptroller of the Currency (OCC). The Bank is also
subject to the rules and regulations of the Board of Governors of the
Federal Reserve System and the Federal Deposit Insurance Corporation
(FDIC). The Bank is also subject to the state banking laws of Ohio. Ohio adopted
nationwide reciprocal interstate banking. However, banking laws of other
states may restrict branching within the state and acquisitions or mergers
involving banks and bank holding companies located in other states. Federal regulators adopted risk-based capital guidelines and leverage
standards for banks and bank holding companies. A discussion of the 9




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impact of risk-based capital guidelines and leverage standards is
presented in Note 14 on page 26 of the LNB Bancorp, Inc. 2003 Annual
Report and is incorporated herein by reference. The Financial Reform, Recovery and Enforcement Act of 1989 (FIRREA)
provides that a holding companys controlled insured depository
institutions are liable for any loss incurred by the Federal Deposit
Insurance Corporation in connection with the default of any FDIC-assisted transaction involving an affiliated insured bank or savings
association. During 2000, the Securities and Exchange Commission issued Regulation
FD which established affirmative disclosure requirements on public
corporations such that material nonpublic information must be widely,
rather than selectively, disseminated. Regulation FD is based on the
premise that full and fair disclosure is the cornerstone of an efficient
market system. LNB Bancorp, Inc. is subject to Regulation FD. Through
Regulation FD, the Securities and Exchange Commission seeks to encourage
broad public disclosure in order to increase investor confidence in the
integrity of the capital markets. Noncompliance with laws and regulations by financial holding companies and
banks can lead to monetary penalties and/or an increased level of
supervision or a combination of these two items. Management is not
aware of any current instances of noncompliance with laws and regulations
and does not anticipate any problems maintaining compliance on a
prospective basis. Recent regulatory inspections and examinations of
the Corporation and the Bank have not disclosed any significant instances of
noncompliance. The minor instances of noncompliance detected during
these inspections and examinations were promptly corrected by Management
and no action was taken by the regulators against the Corporation or the
Bank. The earnings and growth of LNB Bancorp, Inc. are affected not only by
general economic conditions, but also by the fiscal and monetary
policies of the federal government and its agencies, particularly the
Federal Reserve Board. Its policies influence the amount of bank loans
and deposits and the interest rates charged and paid thereon, and thus
have an effect on earnings. The nature of future monetary policies and
the effect of such policies on the future business and earnings of the
Corporation and its subsidiary bank cannot be predicted. The discussion
of Impacts of Accounting and Regulatory Pronouncements is incorporated
herein by reference to pages 47 and 48 of the LNB Bancorp, Inc. 2003 Annual
Report. Employees As of December 31, 2003, the Corporation employed 223 full-time employees and
54 part-time employees. The Corporation is not a party to any collective 10




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bargaining agreement. Management considers its relationship with its
employees to be good. Employee benefits programs are considered by
Management to be competitive with benefits programs provided by other
financial institutions and major employers within the Corporations market
area. 
 d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS The Corporation has no offices located in foreign countries and they have no
foreign assets, liabilities or related income and expense for the years
presented. 
 e) STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES The following section contains certain financial disclosures related to
the Corporation as required under the Securities and Exchange
Commissions Industry Guide 3, Statistical Disclosures by Bank Holding
Companies, or a specific reference as to the location of the required
disclosures in the LNB Bancorp, Inc. 2003 Annual Report, portions of
which are incorporated in this Form 10-K by reference. LNB BANCORP, INC.S STATISTICAL DISCLOSURE 
  I.
    
    DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS EQUITY:
INTEREST RATES AND INTEREST DIFFERENTIAL(Dollars in Thousands) A. and B. The average balance sheet information and the related analysis
of net interest income for the years ending December 31, 2003, 2002, and
2001 are included in the Condensed Consolidated Average Balance Sheets,
within Managements Discussion and Analysis found on page 38 of the LNB
Bancorp, Inc. 2003 Annual Report and is incorporated into this Item I by
reference. All interest is reported on a fully taxable equivalent basis.
Nonaccruing loans, for the purpose of the computations, are included in
the daily average loan amounts outstanding. Loan fees are included in
interest on loans. C. Tables setting forth the effect of volume and rate changes on interest
income and expense for the years ended December 31, 2003 and 2002 are included
in Rate/Volume Analysis of Net Interest Income within Managements Discussion
and Analysis found on page 38 of the LNB Bancorp, Inc. 2003 Annual Report and
is incorporated into this Item I by reference. 
  II.
    
    INVESTMENT PORTFOLIO A. SECURITIES Information relating to the carrying value of securities as December 31, 2003,
2002 and 2001 are included in the Securities section of Managements 11




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Discussion and Analysis found on page 43 of the LNB Bancorp, Inc. 2003 Annual
Report and is incorporated herein by reference. B. MATURITY DISTRIBUTION OF SECURITIES Information relating to the maturity distribution of securities for the year
ended December 31, 2003 is included in the Securities section of Managements
Discussion and Analysis found on page 43 of the LNB Bancorp,
Inc. 2003 Annual Report and is incorporated herein by reference. WEIGHTED-AVERAGE YIELD OF INVESTMENT SECURITIES Information relating to the weighted average yield of each range of
maturities of securities for the year ended December 31, 2003 is included in
the Securities section of Managements Discussion and Analysis found on page
43 of the LNB Bancorp, Inc. 2003 Annual Report and is
incorporated herein by reference. C. Excluding those holdings of the securities portfolio in Collaterlized
Mortgage Obligations and U.S. Government Agencies and Corporations, there
were no investments in securities of any one issuer which exceeded 10% of the
consolidated shareholders equity of the Corporation at December 31,
2003. 
  III.
    
    LOAN PORTFOLIO A. Information relating to the distribution of the loan portfolio for the
years ended December 31, 2003, 2002, 2001, 2000, and 1999 appears on page 41
of the LNB Bancorp, Inc. 2003 Annual Report under the caption Loan Portfolio
Distribution and is incorporated herein by reference. B. COMMERCIAL LOAN MATURITY AND REPRICING ANALYSIS Information relating to the Commercial Loan Maturity and Repricing Analysis as
of December 31, 2003 appears on page 41 of the LNB Bancorp, Inc. 2003 Annual
Report under the caption Commercial Loan Maturity and Repricing Analysis and
is incorporated herein by reference. C. RISK ELEMENTS (1) Information relating to nonperforming assets for the years ended December
31, 2003, 2002, 2001, 2000, and 1999 appears on page 42 of the LNB Bancorp,
Inc. 2003 Annual Report under the caption Nonperforming Assets and is
incorporated herein by reference. 12




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(2) Potential Problem Loans A summary of potential problem loans at December 31, follows: (Dollars in Thousands)
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Potential Problem Loans
    
    $
    21,747
    
    
    $
    15,549
    
    
    $
    8,579
    
    
    $
    3,924
    
    
    $
    4,348
 Potential problem loans are loans identified on Managements classified
credits list which include both loans which Management has some concern as
to the borrowers ability to comply with the present repayment terms and
loans which Management is actively monitoring due to changes in the borrowers
financial condition. These loans and their potential loss exposure have been
considered in Managements analysis of the adequacy of the allowance for loan
losses. The level of potential problem loans rose significantly during 2002 and 2003.
The increase during 2002 was primarily due to two factors. First was a
weakening of the local and national economies. Second was the Corporations
formation of an independent loan administration function including the
recruitment of a loan review officer and the adoption of a formal loan
grading system. The increase during 2003 was primarily due to further
weakening of the local economy. Most of the increases in potential problem
loans were in the category of Substandard, with some increase in Special
Mention. At December 31, 2003, potential problem loans totaled $21,747, an increase of
$6,198 from one year ago. Potential problem loans at December 31, 2003 are
primarily comprised of commercial credits that the Bank is monitoring and
reviewing. There are no particular industry concentrations of potential
problem loans and the loans are substantially secured by commercial real
estate. The potential problem loans in 2001, 2000 and 1999 remained at
relatively low levels. (3) Foreign Outstandings - There were no foreign loans outstandings at
December 31, 2003, 2002, 2001, 2000 or 1999. (4) Loan Concentrations - Bank management reviews concentrations of
credit and other portfolio risk elements on a quarterly basis.
Management is not aware of any significant loans, group of loans or
segments of the loan portfolio, other than those reported in the
schedule of nonperforming loans, where there are serious doubts as to
the ability of the borrower to comply with the present loan repayment
terms. No loans are outstanding which would, if consolidated, be
considered as a concentration of lending in any particular industry or
group of industries nor are there significant amounts of loans made to
agricultural or energy related businesses. 13




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Credit risk is managed through the banks loan loss review policy which
provides the Loan Review Officer, lending officers and the loan review
committee with the responsibility to manage loan quality. The Corporations
credit policies are reviewed and modified on an ongoing basis in order to
remain suitable for the management of credit risks within the loan
portfolio as conditions change. At December 31, 2003, 2002, 2001, 2000 and
1999, there were no significant concentrations of credit risk in the loan
portfolio. The Corporations credit policies and review procedures are intended to
minimize the risk and uncertainties inherent in lending. In following
these policies and procedures, Management must rely upon estimates,
appraisals and evaluations of loans and the possibility that changes in
such estimates, appraisals and evaluations could occur quickly because
of changing economic conditions and the economic prospects of borrowers.
Also see Note (20), Commitments, Credit Risk and Contingencies:, of the
Notes to Consolidated Financial Statements which appears on page 31 of the
LNB Bancorp, Inc. 2003 Annual Report and is incorporated herein by reference. (5) No material amount of loans that have been classified by regulatory
examiners as loss, substandard, doubtful, or special mention have been
excluded from the amounts disclosed as nonaccrual, past due 90 days or
more, restructured, or potential problem loans. Corporate management is
not aware of any current recommendations by regulatory authorities
which, if they were implemented, would have a material effect on the
liquidity, capital resources or operations of the Corporation or its
subsidiary bank. D. Other interest-bearing assets - As of December 31, 2003, there are no
other interest-bearing assets that would be required to be disclosed under Item
III C.1 or 2 if such assets were loans. The Corporation had $589, $22, $123,
$98 and $96 in Other Foreclosed Assets at December 31, 2003, 2002, 2001, 2000
and 1999, respectively. 
  IV.
    
    SUMMARY OF LOAN LOSSES Information relating to the reserve for loan losses for the years ended
December 31, 2003, 2002, 2001, 2000, and 1999 appears on pages 41 and 42 of the
LNB Bancorp, Inc. 2003 Annual Report under the caption Provision and Reserve
for Loan Losses and is incorporated herein by reference. 14




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##### Table of Contents



Analytical data relating to the Reserve for Loan Losses at December 31,
follows: (Dollars in Thousands)
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999ANALYTICAL DATABALANCES:Average total loans
    
    $
    526,116
    
    
    $
    496,446
    
    
    $
    460,757
    
    
    $
    437,593
    
    
    $
    403,388Total loans at year
end
    
    
    534,311
    
    
    
    509,550
    
    
    
    477,488
    
    
    
    451,140
    
    
    
    419,516Net charge-offs
    
    
    1,618
    
    
    
    1,437
    
    
    
    1,560
    
    
    
    1,117
    
    
    
    816Provision for loan
losses
    
    
    2,695
    
    
    
    2,200
    
    
    
    2,200
    
    
    
    1,700
    
    
    
    2,000Reserve for loan
losses at year end
    
    
    7,730
    
    
    
    6,653
    
    
    
    5,890
    
    
    
    5,250
    
    
    
    4,667
 
  V.
    
    FUNDING SOURCES AND AVERAGE RATES PAID ON FUNDING SOURCES Information relating to funding sources for the years ended December 31, 2003,
2002, and 2001 appears on page 44 of the LNB Bancorp, Inc. 2003 Annual Report
under the caption Funding Sources and is incorporated herein by reference. MATURITIES OF TIME DEPOSITS Information relating to maturities on time deposits for the years ended
December 31, 2003 and 2002 appears on page 22 of the LNB Bancorp, Inc. 2003
Annual Report under the Note 9 caption Deposits and is incorporated
herein by reference. 
  VI.
    
    RETURN ON EQUITY AND ASSETS Information relating to key financial ratios for the years ended December 31,
2003, 2002, 2001, 2000, and 1999 appears on page 35 of the LNB Bancorp, Inc.
2003 Annual report under the caption Financial Ratios and is incorporated
herein by reference. 
  VII.
    
    SHORT-TERM BORROWINGS Information relating to short-term borrowings for the years ended
December 31, 2003, 2002 and 2001 appears on page 23 of the LNB Bancorp,
Inc. 2003 Annual Report under Note 10 Securities Sold Under Repurchase
Agreements and Other Short-Term Borrowings and Note 11 Federal Home Loan Bank
Advances, short-term and is incorporated herein by reference. 
  VIII.
    
    AVAILABLE INFORMATION LNB Bancorp, Inc. makes its Annual Report on Form 10-K, its quarterly reports
on From 10-Q, its current reports on Form 8-K, and all amendments to those 15




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##### Table of Contents



reports available on its website, free of charge. LNB Bancorp, Inc.s website
address is www.4LNB.com. 
 ITEM 2 - PROPERTIES LNB BANCORP, INC. The principal executive offices are located at its Main Office, 457
Broadway, Lorain, Ohio. The Corporation owns the land and buildings occupied
by the Main Office, twelve of its banking centers, the Professional
Development Center Building, the Maintenance Building, the Purchasing
Building and the Technology Center. The remaining nine banking centers are
subject to lease obligations with various lessors and varying lease terms. There is no outstanding mortgage debt on any of the properties which the
Corporation owns. Listed below are the banking centers/customer service
facilities of the Corporation and their locations: Main Office
    
    457 Broadway, LorainVermilion
    
    4455 East Liberty Avenue, VermilionAmherst
    
    1175 Cleveland Avenue, AmherstLake Avenue
    
    42935 North Ridge Road, Elyria TownshipAvon
    
    2100 Center Road, AvonAvon Lake
    
    240 Miller Road, Avon LakeKansas Avenue
    
    1604 Kansas Avenue, LorainSixth Street Drive-In
    
    200 Sixth Street, LorainPearl Avenue
    
    2850 Pearl Avenue, LorainOberlin Office
    
    40 East College Street, OberlinWest Park Drive-In
    
    2130 West Park Drive, LorainEly Square
    
    124 Middle Avenue, ElyriaCleveland Street
    
    801 Cleveland Street, ElyriaOberlin Avenue
    
    3660 Oberlin Avenue, LorainOlmsted Township
    
    27095 Bagley Road, Olmsted TownshipKendal at Oberlin
    
    600 Kendal Drive, OberlinThe Renaissance
    
    26376 John Road, Olmsted TownshipWestlake Village
    
    28550 Westlake Village Drive, WestlakeVillage of LaGrange
    
    546 North Center Street, Village of LaGrangeElyria United Methodist Village
    
    807 West Avenue, ElyriaTechnology Center
    
    2130 West Park Drive, LorainMaintenance Building
    
    2140 West Park Drive, LorainPurchasing Building
    
    2150 West Park Drive, LorainProfessional Development Center
    
    521 Broadway, Lorain
 The Corporation also owns automated teller machines, as well as computers and
related equipment for use in its business. The Corporate headquarters at 457
Broadway is currently utilized at a level of 75%. The remaining space will be
utilized as the Corporation continues to grow. The Corporation considers its
Corporate offices, banking centers and computer operations center to be in good
to excellent condition, well maintained and are more than adequate to 16




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##### Table of Contents



conduct the business of banking. 
 ITEM 3 - LEGAL PROCEEDINGS There are no material legal proceedings, other than ordinary routine
litigation incidental to its business, to which the Corporation or its
subsidiaries is a party to or which any of its property is subject. 
 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of the year ended December 31, 2003 there were
no matters submitted to a vote of security holders. Pursuant to Form 10-K, General Instruction G(3), the following information on
Executive Officers is included as an additional item in Part I: 
 EXECUTIVE OFFICERS OF THE REGISTRANT CURRENT POSITION AND
    
    EXECUTIVEPRINCIPAL OCCUPATION
    
    OFFICERNAME(AGE)
    
    DURING PAST 5 YEARS
    
    SINCEDebra R. Brown
    
    Senior Vice President, (1999 to present)
    
    
    1999(45)
    
    Banking Center AdministrationLNB Bancorp, Inc. andThe Lorain National BankRobert Cox
    
    Senior Vice President Sales (2001
to present)
    
    
    2001(48)
    
    LNB Bancorp, Inc. andThe Lorain National BankVice President (1999  2000)Key BankMitchell
J. Fallis CPA
    
    Vice President and
    
    
    1996(49)
    
    Chief Accounting Officer, (1996 to present)LNB Bancorp, Inc. andThe Lorain National BankJames F. Kidd
    
    President and(63)
    
    Chief Executive Officer (19951999 and 2003 to present)
    
    
    1995LNB Bancorp, Inc. andThe Lorain National BankDirector (1999 to present)LNB Bancorp, Inc. andThe Lorain National BankJames W. Manning
    
    Director of Audit (2001 to present)
    
    
    2001(56)
    
    LNB Bancorp, Inc. andThe Lorain National BankVice President and (2000  2001)Senior Risk ManagerKeyCorp, Inc.Vice President and (1998  2000)Senior Internal AuditorCarolina First Bank
 17




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##### Table of Contents



CURRENT POSITION AND
    
    EXECUTIVEPRINCIPAL OCCUPATION
    
    OFFICERNAME(AGE)
    
    DURING PAST 5 YEARS
    
    SINCECarol A. Mesko
    
    Vice President (1999 to present)
    
    
    2001(58)
    
    Human ResourcesThe Lorain National BankKevin W. Nelson
    
    Executive Vice President and
    
    
    2000(40)
    
    Chief Operating Officer (2000 to present)LNB Bancorp, Inc. andThe Lorain National BankDivision President (1998  2000)Bankfirst National andBankfirst Ohio Corp.David Nocjar
    
    Senior Trust and Investment Officer (2002 to present)
    
    
    2002(55)
    
    The Lorain National BankVice President and Trust Officer (2000 to 2002)The Lorain National BankVice President and Senior Trust
Officer (1996 to 2000)Citizens National Bank of NorwalkTerry M. White
    
    Executive Vice President,
    
    
    2002(46)
    
    Chief Financial Officer andCorporate Secretary (2003 to present)LNB Bancorp, Inc. andLorain National BankExecutive Vice President andChief Investment Officer (2002 to
2003)LNB Bancorp, Inc. andThe Lorain National BankSenior Vice President (2000  2002)Austin Associates, LLCExecutive Vice President, (1993  2000)Chief Financial Officer,Treasurer, Secretary, andChief Operating OfficerLakeland Financial CorporationJames H. Weber
    
    Senior Vice President and
    
    
    1987(57)
    
    Senior Marketing Officer (1987 to present)LNB Bancorp, Inc. andThe Lorain National Bank
 18




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##### Table of Contents



PART II 
 ITEM 5 - MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS Common Stock Trading Ranges, Cash Dividends Declared information and
information relating to dividend restrictions appear on the inside front
cover of the LNB Bancorp, Inc. 2003 Annual Report and are incorporated
herein by reference. HOLDERS The total number of shareholders was 2,268 as of February 29, 2004. Upon
the consummation of the Plan of Reorganization on March 30, 1984, the
Corporation became a one bank holding company and shareholders of the
Bank became shareholders of the Corporation, receiving one share of
voting Common Stock for each outstanding share of Common Stock of the
Bank. 
 ITEM 6 - SELECTED FINANCIAL DATA A Five Year Consolidated Financial Summary of selected financial data on
page 35 of the LNB Bancorp, Inc. 2003 Annual Report is incorporated
herein by reference. 
 ITEM 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Managements Discussion and Analysis is incorporated herein by
reference to pages 36 - 48 of the LNB Bancorp, Inc. 2003 Annual Report. Also, see Item 8 - Financial Statements and Supplementary Data. 
 ITEM 7(a) - Quantitative and Qualitative Disclosures about Market Risk are
incorporated herein by reference to page 46 of Managements Discussion
and Analysis in the LNB Bancorp, Inc. 2003 Annual Report to
Shareholders. 
 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Corporations Independent Auditors Report and Consolidated
Financial Statements are listed below and are incorporated herein by
reference to the LNB Bancorp, Inc. 2003 Annual Report (Appendix 13),
pages 12 through 33. The supplementary financial information specified
by Item 302 of Regulation S-K, selected unaudited quarterly financial
data, is included on page 34 of the LNB Bancorp, Inc. 2003 Annual
Report. Consolidated Balance Sheets as of December 31, 2003 and 2002 19




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##### Table of Contents



Consolidated Statements of Income
for the Years Ended December 31, 2003, 2002 and 2001Consolidated Statements of Shareholders Equity
for the Years Ended December 31, 2003, 2002 and 2001Consolidated Statements of Cash Flows
for the Years Ended December 31, 2003, 2002 and 2001Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001Report of ManagementReport of Independent Auditors
 
 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None 
 ITEM 9(a)  CONTROLS AND PROCEDURES The Corporation carried out an evaluation under the supervision and with the
participation of the Corporations management, including the Corporations
President and Chief Executive Officer and Executive Vice President, Chief
Financial Officer and Corporate Secretary, of the effectiveness of the design
and operation of the Corporations disclosure controls and procedures as of
December 31, 2003, pursuant to SEC rule 13a-15. Based upon that evaluation, the
President and Chief Executive Officer and Executive Vice President, Chief
Financial Officer and Corporate Secretary concluded that as of December 31,
2003, the Corporations disclosure controls and procedures are effective in
timely alerting them to material information relating to the Corporation
(including its consolidated subsidiaries) required to be included in the
Corporations periodic SEC filings. There was no significant change made in the Corporations internal control over
financial reporting that occurred during the Corporations fourth quarter ended
December 31, 2003, that was materially affecting, or is reasonably likely to
materially affect, the Corporations internal control over financial reporting. 
 PART III 
 ITEM 10
    
    
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT
 Information concerning executive officers of the Corporation is set
forth in Part I, Item 4. Other information responding to Item 10 is included 20




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##### Table of Contents



in the Registrants Proxy Statement for the 2004 Annual Meeting of
Shareholders and is incorporated by reference under the captions Election of
Directors and Compensation Committee Interlocks and Insider Participation,
on pages 3 through 6 and pages 16 and 17, respectively. Information concerning
The Audit Committee Financial Expert is included in the Registrants Proxy
Statement for the 2004 Annual Meeting of Shareholders under the caption
Committees of the Board, pages 6 through 7 and is incorporated herein by
reference. The Registrant has adopted a Code of Business Conduct and Ethics.
This is included as Exhibit (14) to this Form 10-K report. This Code of
Business Conduct and Ethics applies to and has been signed by The President and
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Controller and Director of Audit. This Code of Business Conduct and Ethics
applies to all Board of Directors, Officers and employees. 
 ITEM 11 - EXECUTIVE COMPENSATION The information required by this item is incorporated by reference from the
captions titled Executive Compensation and Other Information and
Compensation Committee Interlocks and Insider Participation on pages 9
through 14 and pages 16 and 17, respectively, of the Registrants Proxy
Statement for the 2004 Annual Meeting of Shareholders. 
 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information contained on pages 2 through 3 of the Registrants Proxy
Statement for the 2004 Annual Meeting of Shareholders relating to Ownership of
Voting Shares is incorporated herein by reference. The following Equity Compensation Plan Table is as December 31, 2003: Equity Compensation Plan Table Number ofNumber of
    
    
    
    
    
    securitiessecurities to be
    
    

    
    
    
    remaining availableissued upon
    
    
    
    
    
    for future issuanceexercise of
    
    Weighted-average
    
    under equityoutstanding
    
    exercise price of
    
    compensation plansoptions
    
    outstanding
    
    (excludingwarrants and
    
    options, warrants
    
    securities reflectedrights(1)
    
    and rights
    
    in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans by approved
security holders
    
    
    -0-
    
    
    $
    0.00
    
    
    
    -0-Equity compensation
plans not approved
by security holders(2)
    
    
    50,960
    
    
    
    16.69
    
    
    
    -0-Total
    
    
    50,960
    
    
    $
    16.69
    
    
    
    -0-
 21




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##### Table of Contents



(1) Consists of common shares of the Corporation covered by outstanding
options. (2) All common shares included in equity compensation plans not approved by
shareholders are covered by outstanding options awarded to one current and one
former executive officer under agreements having the same material terms. Each
of these options is a nonqualified option, meaning a stock option that does not
qualify under Section 422 of the Internal Revenue Code for the special tax
treatment available for qualified, or incentive, stock options. Each of
these options vested immediately as to all shares covered by the option. Each
option may be exercised for a term of 10 years from the date of the grant of
the option, subject to earlier termination in the event of death, disability or
other termination of the employment of the option holder. The option holder
has up to 12 months following termination of employment due to death or
disability to exercise the options. The options terminate three months after
termination of employment for reasons other than death, disability or
termination for cause, and immediately upon termination of employment if for
cause. The exercise price and number of shares covered by the option are to be
adjusted to reflect any share dividend, share split,
merger or other recapitalization of the common shares of the Corporation.
The options are not transferable other than by will or state inheritance
laws. Exercise prices for these options are at fair market value at the
date of grant and ranged from $14.08 to $18.85. The remaining contractual
terms of the options ranged from 5.0 to 8.0 years at December 31, 2003. 
 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated by reference from the
caption titled Compensation Committee Interlocks and Insider Participation
and Certain Transactions on pages 16 and 18 of the Registrants Proxy
Statement for the 2004 Annual Meeting of Shareholders. 
 ITEM 14  PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference from the
caption titled Principal Accounting Firm Fees on page 8 of the Registrants
Proxy Statement for the 2004 Annual Meeting of Shareholders. 22




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##### Table of Contents



PART IV 
 ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following Consolidated Financial Statements and related Notes to
Consolidated Financial Statements, together with the Independent
Auditors Report, dated January 30, 2004, appear on pages 12 through 33 of the
LNB Bancorp, Inc. 2003 Annual Report and are incorporated herein by reference:  (1)
    
    Financial StatementsConsolidated Balance Sheets    December 31,
2003 and 2002Consolidated Statements of Income for the Years Ended    December 31,
2003, 2002 and 2001Consolidated Statements of Shareholders Equity for the Years    Ended
December 31, 2003, 2002 and 2001Consolidated Statements of Cash Flows for the Years Ended    December 31,
2003, 2002 and 2001Notes to Consolidated Financial Statements for the Years    Ended
December 31, 2003, 2002 and 2001Report of ManagementReport of Independent Auditors(2)
    
    Financial Statement SchedulesFinancial statement schedules are omitted as they are not
required or are not applicable or because the required
information is included in the consolidated financial
statements or notes thereto.(3)
    
    Exhibits required by Item 601 Regulation S-KReference is made to the Exhibit Index which is found on page
27 of this Form 10-K. (b) Reports on Form 8-K filed or furnished during the fourth quarter of 2003
and through the date of this Form 10-K filing:  October 21, 2003  LNB Bancorp, Inc. issued a press release reporting its
financial results and earnings for the three and nine months ended
September 30, 2003. 23




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##### Table of Contents



October 21, 2003  LNB Bancorp, Inc. issued a press release reporting its
financial results and earnings for the three and nine month periods
ended September 30, 2003. A corrected copy of the Companys press
release was reported on Form 8-K/A. The only corrections made to the
press release involve certain income and expense amounts reported under
the Financial Highlights table for the three months ended September 30,
2003. It is the opinion of Management that these corrections are not
material. The corrected table appears at the end of the press release.
No corrections to the textual portion of the press release have been
made.November 18, 2003  LNB Bancorp, Inc. issued a press release announcing
the declaration of fourth quarter cash dividend.November 19, 2003  LNB Bancorp, Inc. published and released its Third
Quarter 2003 Report to Shareholders.November 21, 2003  LNB Bancorp, Inc. issued a press release announcing
additional restructuring actions.December 10, 2003  LNB Bancorp, Inc. issued a press release announcing
former CEO James F. Kidd returns to full-time service  Gary C. Smith
retires.January 28, 2004  LNB Bancorp, Inc. issued a press release reporting its
financial results and earnings for the three and twelve month periods
ended December 31, 2003. (c) Exhibits required by Item 601 Regulation S-K Reference
is made to the Exhibit Index which is found on page 27 of
this Form 10-K. (d) See Item 15(a)(2) above. 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized. LNB Bancorp, Inc.(Registrant)By
    
    /s/Terry M. WhiteTerry M. WhiteExecutive Vice President,Chief Financial Officer andCorporate Secretary
 24




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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the
capacities and on the dates indicated: /s/ Daniel P. Batista
Daniel P. Batista
    
    Director
    
    March 05, 2004/s/ Robert M. Campana
Robert M. Campana
    
    Director
    
    March 05, 2004/s/ Terry D. Goode
Terry D. Goode
    
    Director
    
    March 05, 2004/s/ Lee C. Howley
Lee C. Howley
    
    Director
    
    March 05, 2004/s/ David M. Koethe
David M. Koethe
    
    Director
    
    March 05, 2004/s/ Benjamin G. Norton
Benjamin G. Norton
    
    Director
    
    March 05, 2004/s/ Jeffrey F. Riddell
Jeffrey F. Riddell
    
    Director
    
    March 05, 2004/s/ John W. Schaeffer, M.D.
John W. Schaeffer, M.D.
    
    Director
    
    March 05, 2004/s/ Eugene M. Sofranko
Eugene M. Sofranko
    
    Director
    
    March 05, 2004/s/ Stanley G. Pijor
Stanley G. Pijor
    
    Chairman of the Board and Director
    
    March 05, 2004/s/ James R. Herrick
James R. Herrick
    
    Vice Chairman of the Board and Director
    
    March 05, 2004
 25




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##### Table of Contents



/s/ James F. Kidd
James F. Kidd
    
    President, Chief Executive Officer and Director
    
    March 05, 2004/s/ Terry M. White
Terry M. White
    
    Executive Vice President and Chief Financial Officer
    
    March 05, 2004/s/ Mitchell J. Fallis
Mitchell J. Fallis, CPA
    
    Vice President and Chief Accounting Officer
    
    March 05, 2004
 26




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(3)
    
    (a)LNB Bancorp, Inc. Second Amended Articles of
Incorporation. Previously filed under Item 6,
Exhibit (3)i to Quarterly Report on Form 10-Q
(Commission File No. 0-13202) for the quarter
ended September 30, 2000, and incorporated herein
by reference.
    
    N/A(b)LNB Bancorp, Inc. Amended Code of Regulations.
Previously filed under Item 7, Exhibit 3 to Form
8-K (Commission File No. 0-13203) filed January 4,
2001 and incorporated herein by reference.
    
    N/A(10)
    
    Material Contracts(a)Amendment to Supplemental Retirement Benefits
Agreement by and between Gary C. Smith and LNB Bancorp,
Inc., and The Lorain National Bank dated October 6,
2003.
    
    N/A(b)Severance Agreement and General Release and Amended
Employment Agreement by and between Gregory D. Friedman
and LNB Bancorp, Inc, and The Lorain National Bank
dated November 21, 2003.
    
    N/A(c)The Lorain National Bank Retirement Pension Plan
amended and restated effective December 31, 2002,
dated November 19, 2002.
    
    N/A(d)Employment Agreement by and between Terry M. White
and LNB Bancorp, Inc, and The Lorain National Bank
dated January 23, 2002. Previously filed as Exhibit
(10a) to Quarterly Report Form 10-Q (Commission File
No. 0-13203) for the quarter ended March 31, 2002,
and incorporated herein by reference.
    
    N/A
 27




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(e)Lorain National Bank Group Term Carve Out Plan,
(the Plan), dated August 7, 2002. Previously filed
as Exhibit (10a) to Quarterly Report Form 10-Q
(Commission File No. 0-13203) for the quarter ended
September 31, 2002, and incorporated herein by
reference.
    
    N/A(f)Restated and Amended (to conform with specific
Employment Benefit Plans and Provisions) Employment
Agreement by and between Gary C. Smith and LNB
Bancorp, Inc, and The Lorain National Bank dated
December 22, 2000. Previously filed as Exhibit
(10a) to Annual Report Form 10-K (Commission File
No. 0-13203) for the year ended December 31, 2001,
and incorporated herein by reference.
    
    N/A(g)Restated and Amended (to conform with specific
Employment Benefit Plans and Provisions)
Employment Agreement by and between Kevin W. Nelson
and LNB Bancorp, Inc, and The Lorain National Bank
dated December 22, 2000. Previously filed as Exhibit
(10b) to Annual Report Form 10-K (Commission File
No. 0-13203) for the year ended December 31, 2001,
and incorporated herein by reference.
    
    N/A(h)Restated and Amended (to conform with specific
Employment Benefit Plans and Provisions)
Employment Agreement by and between Gregory D.
Friedman and LNB Bancorp, Inc, and The Lorain National
Bank dated December 22, 2000. Previously filed as Exhibit
(10c) to Annual Report Form 10-K (Commission File
No. 0-13203) for the year ended December 31, 2001,
and incorporated herein by reference.
    
    N/A(i)Supplemental Retirement Benefits Agreement by and
between Gary C. Smith and LNB Bancorp, Inc, and The
Lorain National Bank dated December 22, 2000.
Previously filed as Exhibit (10a) to Annual Report
Form 10-K (Commission File No. 0-13203) for the year
ended December 31, 2000, and incorporated herein by
reference.
    
    N/A
 28




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(j)Supplemental Retirement Benefits Agreement by and
between Thomas P. Ryan and LNB Bancorp, Inc. and The
Lorain National Bank dated December 23, 2000.
Previously filed as Exhibit (10b) to Annual Report
Form 10-K (Commission File No. 0-13203) for the
year ended December 31, 2000 and incorporated herein
by reference.
    
    N/A(k)Supplemental Retirement Benefits Agreement by and
between Gregory D. Friedman and LNB Bancorp, Inc. and
The Lorain National Bank dated December 22, 2000.
Previously filed as Exhibit (10c) to Annual Report
Form 10-K (Commission File No. 0-13203) for the
year ended December 31, 2000 and incorporated herein
by reference.
    
    N/A(l)Non-qualified Incentive Stock Option Agreement by
and between Gary C. Smith and LNB Bancorp, Inc. dated
December 15, 2000. Previously filed as Exhibit (10d)
to Annual Report Form 10-K (Commission File No. 0-13203)
for the year ended December 31, 2000 and incorporated
herein by reference.
    
    N/A(m) Rights Agreement between LNB Bancorp, Inc. and
Registrar and Transfer Company dated October 24, 2000.
Previously filed as Exhibit 1 to Form 8-A (Commission
File No. 0-13203) filed November 11, 2000, and
incorporated herein by reference.
    
    N/A(n)Employment Agreement by and between Kevin W. Nelson
and LNB Bancorp, Inc. and The Lorain National Bank
dated February 13, 2000. Previously filed as Exhibit
(10a) to Annual Report Form 10-K (Commission File No.
0-13203) for the year ended December 31, 1999, and
incorporated herein by reference.
    
    N/A(o)Incentive Stock Option Agreement by and between
Kevin W. Nelson and LNB Bancorp, Inc. dated February 13,
2000. Previously filed as Exhibit (10b) to Annual
Report Form 10-K (Commission File No. 0-13203) for the
year ended December 31, 1999 and incorporated herein
by reference.
    
    N/A
 29




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(p)Amended Supplemental Retirement Agreement by and
between James F. Kidd and The Lorain National Bank
dated June 15, 1999. Previously filed as Exhibit
(10a) to Quarterly Report on Form 10-Q (Commission File
No.0-13203) for the quarter ended June 30, 1999, and
incorporated herein by reference.
    
    N/A(q)Employment Agreement by and between Gary C. Smith
and LNB Bancorp, Inc. and The Lorain National Bank
dated March 16, 1999. Previously filed as Exhibit
(10a) to Annual Report Form 10-K (Commission File
No. 0-13203) for the year ended December 31, 1998, and
incorporated herein by reference.
    
    N/A(r)Incentive Stock Option Agreement by and between
Gary C. Smith and LNB Bancorp, Inc. dated March 16, 1999.
Previously filed as Exhibit (10b) to Annual Report Form
10-K (Commission File No. 0-13203) for the year ended
December 31, 1998, and incorporated herein by reference.
    
    N/A(s)Amended Employment Agreement by and between James F.
Kidd and LNB Bancorp, Inc. And The Lorain National Bank
dated March 3, 1999. Previously filed as Exhibit (10c)
to Annual Report Form 10-K (Commission File No. 0-13203)
for the year ended December 31, 1998, and incorporated
herein by reference.
    
    N/A(t) Amended Employment Agreement by and between Thomas
P. Ryan and LNB Bancorp, Inc. and The Lorain National
Bank dated March 3, 1999. Previously filed as Exhibit
(10d) to Annual Report Form 10-K (Commission File No.
0-13203) for the year ended December 31, 1998, and
incorporated herein by reference.
    
    N/A(u) Branch Purchase and Assumption Agreement by and
between KeyBank National Association and the Lorain
National Bank dated April 10, 1997. Previously filed as
Exhibit (99.1) to Form 8-K (Commission File No. 0-13203)
filed October 3, 1997, and incorporated herein by reference.
    
    N/A
 30




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(v)Supplemental Retirement Agreement by and between
James F. Kidd and The Lorain National Bank dated July 30,
1996. Previously filed as Exhibit (10a) to Quarterly
Report on Form 10-Q (Commission File No.0-13203) for the
quarter ended June 30, 1996, and incorporated herein by
reference.
    
    N/A(w)Supplemental Retirement Agreement by and between
Thomas P. Ryan and The Lorain National Bank dated July 30,
1996. Previously filed as Exhibit (10b) to Quarterly
Report on Form 10-Q (Commission File No. 0-13203) for
the quarter ended June 30, 1996, and incorporated
herein by reference.
    
    N/A(x)Supplemental Retirement Agreement by and between
Gregory D. Friedman and The Lorain National Bank dated
July 30, 1996. Previously filed as Exhibit (10c) to
Quarterly Report on Form 10-Q (Commission File No.
0-13203) for the quarter ended June 30, 1996, and
incorporated herein by reference.
    
    N/A(y)Employment Agreement by and between James F. Kidd
and LNB Bancorp, Inc. and The Lorain National Bank
dated September 11, 1995. Previously filed as Exhibit
(10a) to Quarterly Report on Form 10-Q (Commission File
No. 0-13203) for the quarter ended September 30, 1995,
and incorporated herein by reference.
    
    N/A(z)Employment Agreement by and between Thomas P. Ryan
and LNB Bancorp, Inc. and The Lorain National Bank
dated September 11, 1995. Previously filed as Exhibit
(10b) to Quarterly Report on Form 10-Q (Commission File
No. 0-13203) for the quarter ended September 30, 1995,
and incorporated herein by reference.
    
    N/A(aa)Consultant Agreement by and between Lorain National
Bank, LNB Bancorp, Inc. and Stanley G. Pijor dated
March 15, 1994. Previously filed as Exhibit (10) to
Annual Report Form 10-K (Commission File No. 0-13203)
for the year ended December 31, 1993 and incorporated
herein by reference.
    
    N/A
 31




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(bb)Supplemental Retirement Agreement by and between
Stanley G. Pijor and The Lorain National Bank dated
December 31, 1987. Previously filed as Exhibit (10)
to Annual Report on Form 10-K (Commission File No.
0-13203) for the year ended December 31, 1987, and
incorporated herein by reference.
    
    N/A(cc)Employment Agreement by and between Lorain National
Bank and Stanley G. Pijor dated December 31, 1987,
Previously filed as Exhibit (10) to Annual Report Form
10-K (Commission File No. 0-13203) for the year ended
December 31, 1987 and incorporated herein by reference.
    
    N/A(dd)The Lorain National Bank 1985 Incentive Stock Option
Plan dated April 16, 1985. Previously filed as Exhibit
(10) to Annual Report on Form 10-K (Commission File No.
2-8867-1) for the year ended December 31, 1985, and
incorporated herein by reference.
    
    N/A(ee)Agreement To Join In The Filing of Consolidated
Federal Income Tax Returns between LNB Bancorp, Inc.
and The Lorain National Bank dated December 15, 1986.
Previously filed as Exhibit (10) to Annual Report on
Form 10-K (Commission File No. 2-8867-1) for the year
ended December 31, 1986 and incorporated herein by
reference.
    
    N/A(11)
    
    Statements re: Computation of Per
Share Earnings.(Incorporated herein by reference to Note 2
of the 2003 Annual Report)
    
    N/A(13)
    
    LNB Bancorp, Inc. 2003 Annual Report to Shareholders.
    
    N/A(14)
    
    LNB Bancorp, Inc. - Code of
Business Conduct and Ethics
    
    N/A(21)
    
    Subsidiaries of LNB Bancorp,
Inc.(Incorporated herein by reference to IFC of 2003 Annual
Report)
    
    N/A(23)
    
    Consent of Independent Accountants.
    
    N/A(31(a))
    
    Chief Executive Officer Sarbanes-Oxley Act 302
Certification dated March 10, 2004 for LNB Bancorp,
Inc.s Annual Report on Form 10-K for the year ended
December 31, 2003
    
    N/A(31(b))
    
    Chief Financial Officer Sarbanes-Oxley Act 302
Certification dated March 10, 2004 for LNB Bancorp,
    
    N/AInc.s Annual Report on Form 10-K for the year ended
December 31, 2003
 32




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##### Table of Contents



LNB Bancorp, Inc.
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K S-KReference
    
    
    
    PageNumber
    
    Exhibit
    
    Number(32(a))
    
    Certification pursuant to 18 U.S.C. section 1350, as
enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
    
    N/A(32(b))
    
    Certification pursuant to 18 U.S.C. section 1350, as
enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
    
    N/A(99.1)
    
    Annual report on Form 10-K/A of The Lorain National
Bank Employee Stock Ownership Plan (registration
number 33-65034) for the plan year ended December 31,
2003 to be filed as an amendment to this annual
report on Form 10-K.
    
    N/A(99.2)
    
    Annual report on Form 10-K/A of The Lorain National
Bank 401(K) Plan (registration number 33-65034) for
the plan year ended December 31, 2003 to be filed as
an amendment to this annual report on Form 10-K.
    
    N/A
 33