##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the
    fiscal year ended December 31, 2010
  Commission file number 0-13203
 LNB Bancorp, Inc.
 (Exact name of the registrant as
    specified in its charter)
  Ohio(State of
    Incorporation)

34-1406303(I.R.S. Employer
    Identification No.)457 Broadway, Lorain, Ohio(Address of principal
    executive offices)

44052-1769(Zip Code)   (440) 244-6000
 (Registrants telephone
    number, including area code)
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares
    Par Value $1.00 Per Share
    Preferred Share Purchase Rights

The NASDAQ Stock Market   Securities Registered Pursuant to Section 12(g) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

None   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.

Business


1Item 1A.

Risk Factors


6Item 1B.

Unresolved Staff Comments


14Item 2.

Properties


14Item 3.

Legal Proceedings


15Supplemental Item: Executive Officers of the
    Registrant


16PART IIItem 5.

Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


17Item 6.

Selected Financial Data


20Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


38Item 8.

Financial Statements and Supplementary Data


42Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosures


81Item 9A.

Controls and Procedures


81Item 9B.

Other Information


82PART IIIItem 10.

Directors, Executive Officers, Promoters and
    Control Persons of the Registrant


82Item 11.

Executive Compensation


82Item 12.

Security Ownership of Certain Beneficial Owners
    and Management


82Item 13.

Certain Relationships and Related Transactions


83Item 14.

Principal Accounting Fees and Services


83PART IVItem 15.

Exhibits, Financial Statement Schedules


84Exhibit Index


85SIGNATURES


88EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1EX-99.2




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##### Table of Contents



PART I  Item 1.
    Business  Overview
        Services
  Commercial Lending.
  Residential, Installment and Personal
    Lending.
  Deposit Services.
  Other Services.
  Competition
    and Market Information
     1




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Business
    Strategy
    Supervision
    and Regulation
      Regulatory
    Capital Standards and Related Matters
    truth-in-lending truth-in-savings
   2




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EESA and
    ARRA
    Dodd-Frank
    Act
        Federal
    Deposit Insurance Act
  Deposit Insurance Coverage Limits.
 3




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Deposit Insurance Assessments.
  FICO Assessments. 30-year
  Conservatorship and Receivership of
    Institutions.
  Depositor Preference.
  Prompt Corrective Action.
  USA
    PATRIOT Act
   4




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Employees
    Industry
    Segments
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
  Forward-Looking
    Statements
  Form 10-K
  
    economic pressure on consumers and businesses and the lack of
    confidence in the financial markets, resulting in reduced
    business activity, lack of consumer spending and lack of
    liquidity in the credit markets;
    changes in the interest rate environment which could reduce
    anticipated or actual margins;
    increases in interest rates or further weakening economic
    conditions that could constrain borrowers ability to repay
    outstanding loans or diminish the value of the collateral
    securing those loans;
    changes in political conditions or the legislative or regulatory
    environment, including new or heightened legal standards and
    regulatory requirements, practices or expectations, which may
    impede profitability or affect the Corporations financial
    condition (such as, for example, the Dodd-Frank Wall Street
    reform and Consumer Protection Act and rules and regulations
    that may be promulgated under the Act);
    persisting volatility and limited credit availability in the
    financial markets, particularly if it results in limitations on
    the Corporations ability to raise funding to the extent
    required by banking regulators or otherwise;
    significant increases in competitive pressure in the banking and
    financial services industries;
    limitations on the Corporations ability to return capital
    to shareholders and dilution of the Corporations common
    shares that may result from the terms of the CPP, pursuant to
    which the Corporation issued securities to the
    U.S. Treasury;
    limitations on the Corporations ability to pay dividends;
    adverse effects on the Corporations ability to engage in
    routine funding transactions as a result of the actions and
    commercial soundness of other financial institutions;
    asset price deterioration, which has had and may continue to
    have a negative effect on the valuation of certain asset
    categories represented on the Corporations balance sheet;
    general economic conditions, either nationally or regionally
    (especially in northeastern Ohio), becoming less favorable than
    expected resulting in, among other things, further deterioration
    in credit quality of assets;
    increases in deposit insurance premiums or assessments imposed
    on the Corporation by the FDIC; 5




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
    difficulty attracting
    and/or
    retaining key executives
    and/or
    relationship managers at compensation levels necessary to
    maintain a competitive market position;
    changes occurring in business conditions and inflation;
    changes in technology;
    changes in trade, monetary, fiscal and tax policies;
    changes in the securities markets, in particular, continued
    disruption in the fixed income markets and adverse capital
    market conditions;
    continued disruption in the housing markets and related
    conditions in the financial markets; and
    changes in general economic conditions and competition in the
    geographic and business areas in which the Corporation conducts
    its operations, particularly in light of the recent
    consolidation of competing financial institutions; as well as
    the risks and uncertainties described from time to time in the
    Corporations reports as filed with the SEC.  Item 1A.
    Risk
    Factors  Form 10-K Form 10-K,
    Difficult
    market conditions and economic trends have adversely affected
    the Corporations industry and business.
   6




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Changes
    in interest rates could adversely affect the Corporations
    earnings and financial condition.
    The
    Corporations allowance for loan losses may not be adequate
    to cover actual future losses.
    Changes
    in economic and political conditions could adversely affect the
    Corporations earnings.
   7




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Certain
    industries, including the financial services industry, are
    disproportionately affected by certain economic indicators such
    as unemployment and real estate asset values. Should the
    improvement of these economic indicators lag the improvement of
    the overall economy, the Corporation could be adversely
    affected.
    Strong
    competition may reduce the Corporations ability to
    generate loans and deposits in its market.
    The
    Corporations earnings and reputation may be adversely
    affected if credit risk is not properly managed. Originating and
    underwriting loans is critical to the success of the
    Corporation.
      The
    Corporation is subject to liquidity risk.
  and/or
 8




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Legislative
    or regulatory changes or actions, or significant litigation,
    could adversely impact the Corporation or the businesses in
    which it is engaged.
    The
    Corporations results of operations, financial condition or
    liquidity may be adversely impacted by issues arising in
    foreclosure practices, including litigation and delays in the
    foreclosure process related to certain industry
    deficiencies.
      The
    recently enacted Dodd-Frank Act may adversely affect the
    Corporations business, financial conditions and results of
    operations.
      
    The OTS will be merged into the OCC and the authority of the
    other remaining bank regulatory agencies restructured;
    A new independent consumer financial protection bureau will be
    established within the Federal Reserve Board, empowered to
    exercise broad regulatory, supervisory and enforcement authority
    with respect to both new and existing consumer financial
    protection laws;
    New capital regulations for thrift holding companies will be
    adopted and any new trust preferred securities will no longer
    count toward Tier 1 capital;
    The current prohibition on the payment of interest on demand
    deposits will be repealed, effective July 21, 2011; 9




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
    The standard maximum amount of deposit insurance per customer is
    permanently increased to $250,000 and non-interest bearing
    transaction accounts will have unlimited deposit insurance
    through January 1, 2013;
    The deposit insurance assessment base calculation will be
    expanded to equal a depository institutions total assets
    minus the sum of its average tangible equity during the
    assessment period;
    New corporate governance requirements applicable generally to
    all public companies in all industries will require new
    compensation practices, including, but not limited to, requiring
    companies to claw back incentive compensation under
    certain circumstances, to provide shareholders the opportunity
    to cast a non-binding vote on executive compensation, to
    consider the independence of compensation advisors and new
    executive compensation disclosure requirements;
    establish new rules and restrictions regarding the origination
    of mortgages; and
    permit the Federal Reserve to prescribe regulations regarding
    interchange transaction fees, and limit them to an amount
    reasonable and proportional to the cost incurred by the issuer
    for the transaction in question.  Dodd-Frank
  The
    Corporation is subject to additional uncertainties, and
    potential additional regulatory or compliance burdens, as a
    result of the Corporations participation in the
    CPP.
      The
    Corporation may be adversely impacted by weakness in the local
    economies it serves.
    Future
    FDIC premiums could be substantially higher and would have an
    unfavorable effect on earnings.
   10




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The
    soundness of other financial institutions could adversely affect
    the Corporation.
    If the
    Corporations technology and systems are damaged, its
    ability to service customers, comply with regulation and grow
    assets and liabilities may be adversely impacted.
    The
    Corporation is subject to risk from the failure of third party
    vendors.
    Changes in accounting standards could materially impact
    the Corporations financial statements.
    The
    Corporation may not be able to attract and retain skilled
    people.
  and/or
 11




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TARP
    and ARRA impose certain executive compensation and corporate
    governance requirements that may adversely affect the
    Corporation, including the Corporations ability to recruit
    and retain qualified employees.
    
    ensuring that incentive compensation for senior executives does
    not encourage unnecessary and excessive risks that threaten the
    value of financial institutions;
    required clawbacks of any bonus or incentive compensation paid
    to a senior executive based on statements of earnings, gains or
    other criteria that are later proven to be materially inaccurate;
    prohibitions on making golden parachute payments to senior
    executives; and
    an agreement not to deduct for tax purposes executive
    compensation in excess of $500,000 for each senior executive.    
    a prohibition on making any golden parachute payment to a senior
    executive officer or any of the Corporations next five
    most highly compensated employees;
    a prohibition on any compensation plan that would encourage
    manipulation of the Corporations reported earnings to
    enhance the compensation of any of the Corporations
    employees; and
    a prohibition on the payment or accrual of any bonus, retention
    award or incentive compensation to the Corporations five
    highest paid executives except for long-term restricted stock
    with a value not greater than one-third of the total amount of
    annual compensation of the employee receiving the stock.  gross-up
    The
    Corporations issuance of securities to the U.S. Treasury
    may limit the Corporations ability to return capital to
    its shareholders and is dilutive to the Corporations
    common shares. If the Corporation is unable to redeem such
    preferred shares, the dividend rate increases substantially
    after five years.
   12




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The
    Corporations ability to pay dividends is subject to
    limitations.
        Additional
    capital may not be available to the Corporation if and when it
    is needed.
   13




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If the
    Corporation is required to write down goodwill recorded in
    connection with its acquisitions, the Corporations
    profitability would be negatively impacted.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Main Banking Center & Corporate Offices

457 Broadway, LorainVermilion

4455 East Liberty Avenue, VermilionAmherst

1175 Cleveland Avenue, AmherstLake Avenue

42935 North Ridge Road, Elyria TownshipAvon

2100 Center Road, AvonAvon Lake

32960 Walker Road, Avon LakePearl Avenue

2850 Pearl Avenue, LorainOberlin

24 East College Street, OberlinEly 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 TownshipChestnut Commons

105 Chestnut Commons Drive, ElyriaNorth Ridgeville

34085 Center Ridge Road, North RidgevilleVillage of LaGrange

546 North Center Street, LaGrangeWestlake Village

28550 Westlake Village Drive, WestlakeWesleyan Village

807 West Avenue, ElyriaMorgan Bank

178 West Streetsboro Street, HudsonCuyahoga Loan Center

2 Summit Park Drive, IndependenceOperations

2130 West Park Drive, LorainMaintenance

2140 West Park Drive, LorainPurchasing

2150 West Park Drive, LorainTraining Center

521 Broadway, LorainMain Office Drive Up

200 West 6th Street, Lorain  14




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Item 3.
    Legal
    Proceedings   15




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Supplemental
    Item  Executive Officers of the Registrant  Form 10-K,
  Positions andOfficesHeld with

ExecutiveName

Age

Principal Occupation For Past Five Years

LNB Bancorp, Inc.

Officer SinceDaniel E. Klimas


52


President and Chief Executive Officer, LNB

President and Chief


2005Bancorp, Inc., February 2005 to present. President, Northern
    Ohio Region, Huntington Bank from 2001 to February 2005.

Executive OfficerGary J. Elek


59


Chief Financial Officer, LNB Bancorp, Inc., from April 2009 to
    present. Vice President and Controller for North America of A.
    Schulman, Inc. in Akron, Ohio from 2006 to 2008. Corporate
    Controller of A. Schulman, Inc. from 2004 to 2006. Executive
    Vice President, Corporate Development from 1999 to 2004, as
    Senior Vice President, Corporate Development from 1997 to 1999
    and as Senior Vice President and Treasurer from 1988 to 1997 of
    FirstMerit Corporation.

Chief Financial Officer and Principal Accounting Officer


2009David S. Harnett


59


Senior Vice President and Chief Credit Officer, LNB Bancorp,
    Inc., August 2007 to present. Senior Lender and Chief Credit
    Officer, January 2006 to August 2007, and Senior Vice President
    and Chief Credit Officer, January 2002 to January 2006, of the
    Cleveland, Ohio affiliate of Fifth Third Bank.

Senior Vice President and Chief Credit Officer


2007Kevin Nelson


47


Senior Vice President, LNB Bancorp, Inc., from April 2009 to
    present. Director of Indirect Lending, The Lorain National Bank,
    from May 2007 to present. Senior Vice President, Bank Sales and
    Loan Originations, Morgan Bank, from September 2006 to May 2007.
    President, Nelson Marketing Group, LLC, from November 2005 to
    September 2006.

Senior Vice President, Indirect Lending


2009Frank A. Soltis


58


Senior Vice President, LNB Bancorp, Inc., July 2005 to present.
    Senior Vice President, Lakeland Financial Corporation, 1997 to
    2005.

Senior Vice President, Information Technology


2005Mary E. Miles


52


Senior Vice President, LNB Bancorp, Inc., April 2005 to present.
    President, Miles Consulting, Inc. from 2001 to 2005.

Senior Vice President, Human Resources


2005John Simacek


58


Senior Vice President, LNB Bancorp, Inc., from April 2009 to
    present. Senior Retail Executive, The Lorain National Bank,
    October 2005 to present. Vice President and Regional Manager of
    the Cleveland, Ohio affiliate of Fifth Third Bank, 1999 to
    October 2005.

Senior Vice President, Senior Retail Executive


2009Robert F. Heinrich


57


Senior Vice President, LNB Bancorp, Inc., from April 2009 to
    present. Corporate Secretary, LNB Bancorp, Inc., from February
    2008 to Present. Director of Risk Management, LNB Bancorp, Inc.,
    from 2005 to present. Controller, LNB Bancorp, Inc., from
    January 2004 to March 2005. Auditor, LNB Bancorp, Inc., from May
    2003 to January 2004.

Senior Vice President, Corporate Secretary and Director of Risk
    Management


2009  16




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PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market Information; Equity Holders;
    Dividends. ®
      (440) 244-7317
  Common
    Stock Trading Ranges and Cash Dividends Declared
  2010CashDividendsDeclaredHigh


Low


Per ShareFirst Quarter

$
4.84


$
4.02


$
0.01Second Quarter


5.85



4.30



0.01Third Quarter


5.33



4.14



0.01Fourth Quarter


5.05



4.55



0.01   2009CashDividendsDeclaredHigh


Low


Per ShareFirst Quarter

$
7.00


$
4.01


$
0.09Second Quarter


6.49



4.50



0.09Third Quarter


7.70



5.30



0.01Fourth Quarter


6.76



4.00



0.01   ©
 17




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COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    LNB Bancorp, Inc., The S&P 500 Index
    And The NASDAQ Bank Index
  
    *
    
    $100 invested on 12/31/05 in stock or index. Including
    reinvestment of dividends. Fiscal year ending December 31.Copyright©

    2011 S&P, a division of The McGrew-Hill Companies Inc. All
    rights reserved.    12/05


12/06


12/07


12/08


12/09


12/10LNB Bancorp, Inc.


$
100.00



$
93.08



$
89.16



$
33.88



$
29.01



$
33.74S&P 500 Index



100.00




115.80




122.16




76.96




97.33




111.99NASDAQ Bank Index



100.00




114.45




88.71




71.34




62.32




75.34   Issuer
    Purchases of Equity Securities
    Total Number of


MaximumShares (or Units)


Number ofPurchased as


Shares (or Units)Total Number of





Part of Publicly


that may yet beShares (or Units)


Average Price Paid


Announced Plans


Purchased UnderPeriod

Purchased


Per Share (or Unit)


or Programs


the Plans or ProgramsOctober 1, 2010  October 31, 2010






n/a







129,500November 1, 2010  November 30, 2010






n/a







129,500December 1, 2010  December 31, 2010






n/a







129,500Total






n/a







129,500   time-to-time
 18




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19




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Item 6.
    Selected
    Financial Data  Year Ended December 31,2010


2009


2008


2007


2006(Dollars in thousands except share andper share amounts and ratios)Total interest income

$
51,372


$
57,647


$
58,328


$
58,762


$
49,242Total interest expense


12,764



19,925



26,189



29,092



20,635Net interest income


38,608



37,722



32,139



29,670



28,607Provision for Loan Losses


10,225



19,017



6,809



2,255



2,280Other income


10,290



10,182



11,213



10,362



9,514Net gain on sale of assets


1,277



1,774



1,246



1,137



237Gain on extinguishment of debt


2,210















Other expenses


35,569



35,330



34,281



31,751



28,985Income (loss) before income taxes


6,591



(4,669
)


3,508



7,163



7,093Income tax (benefit)


1,226



(2,668
)


112



1,651



1,669Net income (loss)


5,365



(2,001
)


3,396



5,512



5,424Preferred stock dividend and accretion


1,276



1,256



91







Net income (loss) available to common shareholders

$
4,089


$
(3,257
)

$
3,305


$
5,512


$
5,424Cash dividend declared

$
304


$
1,459


$
3,940


$
5,097


$
4,641Per Common Share(1)Basic earnings (loss)

$
0.55


$
(0.45
)

$
0.45


$
0.79


$
0.84Diluted earnings (loss)


0.55



(0.45
)


0.45



0.79



0.84Cash dividend declared


0.04



0.20



0.54



0.72



0.72Book value per share

$
10.75


$
10.84


$
11.22


$
11.33


$
10.66Financial RatiosReturn on average assets


0.46
%


(0.17
)%


0.31
%


0.58
%


0.66
%Return on average common equity


4.97



(1.86
)


4.09



7.06



7.89Net interest margin (FTE)(2)


3.60



3.39



3.23



3.39



3.78Efficiency ratio


70.18



70.37



76.12



76.41



76.03Period end loans to period end deposits


83.04



82.68



87.23



87.94



87.60Dividend payout


7.28



n/a



120.00



91.14



85.78Average shareholders equity to average assets


9.32



9.00



7.67



8.15



8.39Net charge-offs to average loans


1.62



1.46



0.38



0.41



0.27Allowance for loan losses to period end total loans


1.99



2.34



1.45



1.04



1.16Nonperforming loans to period end total loans


5.15



4.84



2.44



1.44



2.04Allowance for loan losses to nonperforming loans


38.57



48.39



59.47



72.20



56.98At Year EndCash and cash equivalents

$
48,220


$
26,933


$
36,923


$
23,523


$
29,122Securities and interest-bearing deposits


222,073



255,841



234,665



212,694



155,688Restricted stock


5,741



4,985



4,884



4,704



3,293Loans held for sale


5,105



3,783



3,580



4,724



Gross loans


812,579



803,197



803,551



753,598



628,333Allowance for loan losses


16,136



18,792



11,652



7,820



7,300Net loans


796,443



784,405



791,899



745,778



621,033Other assets


74,955



73,562



64,184



65,222



41,962Total assets


1,152,537



1,149,509



1,136,135



1,056,645



851,098Total deposits


978,526



971,433



921,175



856,941



717,261Other borrowings


59,671



64,582



96,905



106,932



57,249Other liabilities


4,876



9,353



10,996



10,119



7,891Total liabilities


1,043,073



1,045,368



1,029,076



973,992



782,401Total shareholders equity


109,464



104,141



107,059



82,653



68,697Total liabilities and shareholders equity

$
1,152,537


$
1,149,509


$
1,136,135


$
1,056,645


$
851,098     (1)
    
    Basic and diluted earnings (loss) per share are computed using
    the weighted-average number of shares outstanding during each
    year.(2)
    
    Tax exempt income was converted to a fully taxable equivalent
    basis at a 34% statutory Federal income tax rate in 2006, 2007,
    2008, 2009 and 2010. 20




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Summary
           21




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22




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Table 1:
    Condensed Consolidated Average Balance Sheets
  Interest,
    Rate, and Rate/ Volume differentials are stated on a Fully-Tax
    Equivalent (FTE) Basis.
    Year Ended December 31,2010


2009


2008Average








Average








AverageBalance


Interest


Rate


Balance


Interest


Rate


Balance


Interest


Rate(Dollars in thousands)Assets:U.S. Govt agencies and corporations

$
221,600


$
7,220



3.26
%

$
244,556


$
10,449



4.27
%

$
189,837


$
8,528



4.49
%State and political subdivisions


23,565



1,423



6.04



24,207



1,454



6.01



18,697



1,121



6.00Federal funds sold and short-term investments


37,027



46



0.13



41,691



58



0.14



15,667



451



2.88Restricted stock


5,532



269



4.86



4,961



247



4.97



4,796



258



5.38Commercial loans


442,041



23,690



5.36



450,730



25,412



5.64



437,844



28,082



6.41Real estate mortgage loans


72,327



3,940



5.45



87,362



5,006



5.73



98,397



5,884



5.98Home equity lines of credit


109,593



4,325



3.95



106,055



4,245



4.00



89,847



4,243



4.72Installment loans


175,934



10,963



6.23



168,545



11,301



6.70



153,481



10,200



6.65Total Earning Assets

$
1,087,619


$
51,876



4.77
%

$
1,128,107


$
58,172



5.16
%

$
1,008,566


$
58,767



5.83
%Allowance for loan loss


(18,551
)










(14,851
)










(9,732
)Cash and due from banks


17,904











17,711











20,520Bank owned life insurance


16,756











16,058











15,560Other assets


52,992











47,365











47,585Total Assets

$
1,156,720










$
1,194,390










$
1,082,499Liabilities and Shareholders EquityConsumer time deposits

$
466,583


$
9,386



2.01
%

$
482,482


$
14,271



2.96
%

$
395,686


$
15,392



3.89Public time deposits


83,818



551



0.66



84,761



1,683



1.99



63,652



2,554



4.01Brokered time deposits














7,631



320



4.19



13,890



696



5.01Savings deposits


87,082



157



0.18



80,063



177



0.22



82,276



504



0.60Money market accounts


91,255



369



0.40



109,354



580



0.53



113,968



2,111



1.85Interest-bearing demand


137,543



246



0.18



125,790



348



0.28



122,527



1,049



0.86Short-term borrowings


1,734



4



0.25



24,089



124



0.51



27,700



387



1.40FHLB advances


42,941



1,272



2.96



45,425



1,481



3.26



62,341



2,322



3.72Trust preferred securities


19,249



779



4.05



20,737



941



4.54



20,778



1,174



5.65Total Interest-Bearing Liabilities

$
930,205


$
12,764



1.37
%

$
980,332


$
19,925



2.03
%

$
902,818


$
26,189



2.90
%Noninterest-bearing deposits


112,787











95,730











87,302Other liabilities


5,919











11,000











9,359Shareholders Equity


107,809











107,328











83,020Total Liabilities and Shareholders Equity

$
1,156,720










$
1,194,390










$
1,082,499Net interest Income (FTE)





$
39,112



3.60
%





$
38,247



3.39
%





$
32,578



3.23
%Taxable Equivalent Adjustment






(504
)


(0.05
)






(525
)


(0.05
)






(439
)


(0.04
)Net Interest Income Per Financial Statements





$
38,608










$
37,722










$
32,139Net Yield on Earning Assets










3.55
%










3.34
%










3.19
%  23




---



##### Table of Contents



Results
    of
    Operations (Dollars in thousands except per share data)
  2010
    versus 2009 Net Interest Income Comparison
          Table 2:
    Net Interest Income
  Year Ended December 31,2010

2009

2008(Dollars in thousands)Net interest income

$
38,608


$
37,722


$
32,139Tax equivalent adjustments


504



525



439Net interest income (FTE)

$
39,112


$
38,247


$
32,578Net interest margin


3.55
%


3.34
%


3.19
%Tax equivalent adjustments


0.05
%


0.05
%


0.04
%Net interest margin (FTE)


3.60
%


3.39
%


3.23
%        24




---



##### Table of Contents



Table 3:
    Rate/Volume Analysis of Net Interest Income (FTE)
  Year Ended December 31,Increase (Decrease) in Interest


Increase (Decrease) in InterestIncome/Expense in 2010 over 2009


Income/Expense in 2009 over 2008Volume


Rate


Total


Volume


Rate


Total(Dollars in thousands)U.S. Govt agencies and corporations

$
(748
)

$
(2,481
)

$
(3,229
)

$
2,339


$
(415
)

$
1,924State and political subdivisions


(39
)


8



(31
)


331



2



333Federal funds sold and short-term investments


(6
)


(6
)


(12
)


36



(429
)


(393
)Restricted stock


28



(6
)


22



8



(22
)


(14
)Commercial loans


(466
)


(1,256
)


(1,722
)


727



(3,397
)


(2,670
)Real estate mortgage loans


(820
)


(246
)


(1,066
)


(633
)


(245
)


(878
)Home equity lines of credit


140



(60
)


80



649



(647
)


2Installment loans


460



(798
)


(338
)


1,010



91



1,101Total Interest Income


(1,451
)


(4,845
)


(6,296
)


4,467



(5,062
)


(595
)Consumer time deposits


(320
)


(4,565
)


(4,885
)


2,567



(3,688
)


(1,121
)Public time deposits


(6
)


(1,126
)


(1,132
)


419



(1,290
)


(871
)Brokered time deposits


(320
)






(320
)


(262
)


(114
)


(376
)Savings deposits


13



(33
)


(20
)


(5
)


(322
)


(327
)Money market accounts


(73
)


(138
)


(211
)


(24
)


(1,507
)


(1,531
)Interest bearing demand


21



(123
)


(102
)


9



(710
)


(701
)Short-term borrowings


(55
)


(65
)


(120
)


(19
)


(244
)


(263
)FHLB advances


(74
)


(135
)


(209
)


(552
)


(289
)


(841
)Trust preferred securities


(60
)


(102
)


(162
)


(2
)


(231
)


(233
)Total Interest Expense


(874
)


(6,287
)


(7,161
)


2,131



(8,395
)


(6,264
)Net Interest Income (FTE)

$
(577
)


1,442


$
865


$
2,336


$
3,333


$
5,669    25




---



##### Table of Contents



2009
    versus 2008 Net Interest Income Comparison
       26




---



##### Table of Contents



Noninterest
    Income
  Table 4:
    Details of Noninterest Income
  Year Ended December 31,2010 versus


2009 versus2010


2009


2008


2009


2008(Dollars in thousands)Investment and trust services

$
1,797


$
1,919


$
1,908



(6.36
)%


0.58
%Deposit service charges


4,247



4,478



4,760



(5.16
)%


(5.92
)%Electronic banking fees


3,208



2,775



2,710



15.60
%


2.40
%Income from bank owned life insurance


709



693



979



2.31
%


(29.21
)%Other income


329



315



856



4.44
%


(63.20
)%Total fees and other income


10,290



10,180



11,213



1.08
%


(9.21
)%Securities gains, net


393



690



538



(43.04
)%


28.25
%Gain on sale of loans


1,000



1,146



797



(12.74
)%


43.79
%Loss on sale of other assets, net


(116
)


(60
)


(89
)


93.33
%


(32.58
)%Gain on extinguishment of debt


2,210











NM



NMTotal noninterest income

$
13,777


$
11,956


$
12,459



15.23
%


(4.04
)%   2010
    vs 2009 Noninterest Income Comparison
           27




---



##### Table of Contents



available-for-sale available-for-sale available-for-sale
  2009
    vs 2008 Noninterest Income Comparison
         28




---



##### Table of Contents



Noninterest
    Expense
  Table 5:
    Details on Noninterest Expense
  Year Ended December 31,2010 versus

2009 versus2010

2009

2008

2009

2008(Dollars in thousands)Salaries and employee benefits

$
15,854


$
15,142


$
15,255



4.70
%


(0.74
)%Furniture and equipment


3,550



4,344



3,950



(18.28
)%


9.97
%Net occupancy


2,355



2,354



2,386



0.04
%


(1.34
)%Outside services


2,182



2,459



2,490



(11.26
)%


(1.24
)%Marketing and public relations


1,065



961



987



10.82
%


(2.63
)%Supplies, postage and freight


1,225



1,260



1,468



(2.78
)%


(14.17
)%Telecommunications


802



813



850



(1.35
)%


(4.35
)%Ohio franchise tax


1,113



908



895



22.58
%


1.45
%FDIC assessments


2,241



2,622



722



(14.53
)%


263.16
%Other real estate owned


597



367



1,070



62.67
%


(65.70
)%Electronic banking expenses


873



800



932



9.13
%


(14.16
)%Other charge-offs and losses


274



301



389



(8.97
)%


(22.62
)%Loan and collection expense


1,715



1,346



908



27.41
%


48.24
%Other expense


1,723



1,653



1,979



4.23
%


(16.47
)%Total noninterest expense

$
35,569


$
35,330


$
34,281



0.68
%


3.06
%   2010
    versus 2009 Noninterest Expense Comparison
    2009
    versus 2008 Noninterest Expense Comparison
     29




---



##### Table of Contents



2010
    versus 2009 Income taxes
    2009
    versus 2008 Income taxes
    Financial
    Condition
  Overview
    Securities
  Form 10-K.
   30




---



##### Table of Contents



Table 6:
    Maturity Distribution of Available for Sale Securities at
    Amortized Cost
  From 1 to 5


From 5 to 10


After


At December 31,Years


Years


10 Years


2010


2009


2008(Dollars in thousands)Securities available for sale:U.S. Government agencies and corporations

$
30,192


$
11,064


$
14,983


$
56,239


$
45,142


$
46,418Mortgage backed securities






30,465



61,328



91,793



122,586



123,891Collateralized mortgage obligations


880



4,190



39,227



44,297



50,122



26,827State and political subdivisions


4,283



11,269



8,573



24,125



22,588



21,969Total securities available for sale

$
35,355


$
56,988


$
124,111


$
216,454


$
240,438


$
219,105   Table 7:
    The Weighted Average Yield for Each Range of Maturities of
    Securities
  From 1 to 5


From 5 to


After


At December 31,Years


10 Years


10 Years


2010


2009


2008Securities available for sale:U.S. Government agencies and corporations


1.45
%


3.81
%


1.17
%


1.84
%


3.07
%


4.55
%Mortgage backed securities






3.35



4.73



4.27



4.91



5.27Collateralized mortgage obligations


4.43



4.61



4.07



4.12



4.75



5.20State and political subdivisions(1)


6.00



6.79



6.18



6.43



6.46



6.24Total securities available for sale


2.07
%


2.25
%


4.19
%


3.85
%


4.68
%


5.20
%     (1)
    
    Yields on tax-exempt obligations are computed on a tax
    equivalent basis based upon a 34% statutory Federal income tax
    rate.  Loans
  Form 10-K.
     31




---



##### Table of Contents



Table 8:
    Loan Portfolio Distribution
  At December 31,2010


2009


2008


2007


2006(Dollars in thousands)Commercial

$
447,346


$
452,341


$
450,081


$
433,081


$
374,055Real estate mortgage


65,557



77,204



96,241



100,419



99,182Home equity lines of credit


109,501



108,921



100,873



80,049



70,028Purchased installment


















43,019Installment


190,175



164,731



156,356



140,049



42,049Total Loans


812,579



803,197



803,551



753,598



628,333Allowance for loan losses


(16,136
)


(18,792
)


(11,652
)


(7,820
)


(7,300
)Net Loans

$
796,443


$
784,405


$
791,899


$
745,778


$
621,033   At December 31,2010


2009


2008


2007


2006Loan Mix PercentCommercial


55.05
%


56.32
%


56.01
%


57.47
%


59.53
%Real Estate Mortgage


8.07
%


9.61
%


11.98
%


13.33
%


15.78
%Home Equity lines of credit


13.48
%


13.56
%


12.55
%


10.62
%


11.15
%Purchased installment


0.00
%


0.00
%


0.00
%


0.00
%


6.85
%Installment


23.40
%


20.51
%


19.46
%


18.58
%


6.69
%Total Loans


100.00
%


100.00
%


100.00
%


100.00
%


100.00
%   lines-of-credit,
    loan-to-value loan-to-value
     32




---



##### Table of Contents



Table 9:
    Commercial Loan Maturity and Repricing Analysis
  December 31, 2010(Dollars in thousands)Maturing and repricing in one year or less

$
91,621Maturing and repricing after one year but within five years


251,374Maturing and repricing beyond five years


104,351Total Commercial Loans

$
447,346   Provision
    and Allowance for Loan Losses
    Table 10:
    Analysis of Allowance for Loan Losses
  Year Ended December 31,2010


2009


2008


2007


2006(Dollars in thousands)Balance at beginning of year

$
18,792


$
11,652


$
7,820


$
7,300


$
6,622Charge-offs:Commercial


(10,015
)


(7,528
)


(2,305
)


(2,179
)


(1,120
)Real estate mortgage


(1,491
)


(1,338
)


(275
)


(304
)


(171
)Home equity lines of credit


(1,091
)


(1,651
)


(467
)


(61
)


(81
)Purchased installment














(37
)


(69
)Installment


(809
)


(1,741
)


(856
)


(495
)


(347
)DDA Overdrafts


(219
)


(219
)


(265
)


(256
)


(240
)Total charge-offs


(13,625
)


(12,477
)


(4,168
)


(3,332
)


(2,028
)Recoveries:Commercial


244



252



920



150



153Real estate mortgage


30



12



21



21



9Home equity lines of credit


39



24



10



25



Installment


363



266



186



249



150DDA Overdrafts


68



46



54



54



114Total Recoveries


744



600



1,191



499



426Net Charge-offs


(12,881
)


(11,877
)


(2,977
)


(2,833
)


(1,602
)Provision for loan losses


10,225



19,017



6,809



2,255



2,280Allowance from merger














1,098



Balance at end of year

$
16,136


$
18,792


$
11,652


$
7,820


$
7,300  33




---



##### Table of Contents



Funding
    Sources
  The Corporation obtains funding through many
    sources.
    Table 11:
    Funding Sources
  Average Balances Outstanding


Average Rates Paid2010


2009


2008


2010


2009


2008(Dollars in thousands)Demand deposits

$
112,787


$
95,730


$
87,302



0.00
%


0.00
%


0.00
%Interest-bearing checking


137,543



125,790



122,527



0.18
%


0.28
%


0.86
%Savings deposits


87,082



80,063



82,276



0.18
%


0.22
%


0.60
%Money market accounts


91,255



109,354



113,968



0.40
%


0.53
%


1.85
%Consumer time deposits


466,583



482,482



395,686



2.01
%


2.96
%


3.89
%Public time deposits


83,818



84,761



63,652



0.66
%


1.99
%


4.01
%Brokered time deposits






7,631



13,890







4.19
%


5.01
%Total Deposits


979,068



985,811



879,301



1.09
%


1.77
%


2.54
%Short-term borrowings


1,734



24,089



27,700



0.25
%


0.51
%


1.40
%FHLB borrowings


42,941



45,425



62,341



2.96
%


3.26
%


3.72
%Junior subordinated debentures


19,249



20,737



20,778



4.50
%


4.54
%


5.65
%Total borrowings


63,924



90,251



110,819



4.05
%


2.82
%


3.50
%Total funding

$
1,042,992


$
1,076,062


$
990,120



1.22
%


1.74
%


2.65
%  34




---



##### Table of Contents



Borrowings
    Form 10-K. Form 10-K.
  Capital
    Resources
         35




---



##### Table of Contents



time-to-time
      Contractual
    Obligations and Commitments
    Table 12:
    Contractual Obligations
  One Year or


Two and


Four and


Over FiveLess


Three Years


Five Years


Years


Total(Dollars in thousands)Short-term borrowings

$
932


$



$



$



$
932FHLB advances


15,000



15,000



12,501







42,501Operating leases


800



882



633



539



2,854Trust preferred securities














16,238



16,238Benefit payments


310



703



735



1,869



3,617Severance payments


131



67











198Total

$
17,173


$
16,652


$
13,869


$
18,646


$
66,340   Critical
    Accounting Policies and Estimates
   36




---



##### Table of Contents




    Allowance for loan losses      ASC 310-10-45,
        
    Income Taxes   37




---



##### Table of Contents




    Goodwill    
    New Accounting Pronouncements    ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.  RISK
    ELEMENTS
  available-for-sale
  Credit
    Risk Management
     38




---



##### Table of Contents



Nonperforming
    Assets
  and/or
    Table 13:
    Nonperforming Assets
  At December 31,2010


2009


2008


2007


2006(Dollars in thousands)Commercial loans

$
28,613


$
26,846


$
14,209


$
7,927


$
10,322Real estate mortgage


8,853



9,139



3,465



2,097



2,165Home equity lines of credit


2,398



1,417



989



429



168Installment loans


1,967



1,435



929



378



157Total nonperforming loans


41,830



38,837



19,592



10,831



12,812Other foreclosed assets


3,119



1,264



1,108



2,478



1,289Total nonperforming assets

$
44,949


$
40,101


$
20,700


$
13,309


$
14,101Loans 90 days past due accruing interest

$



$



$



$



$
Allowance for loan losses to nonperforming loans


38.57
%


48.39
%


59.47
%


72.20
%


56.98
%         Liquidity
     39




---



##### Table of Contents



Table 14:
    Liquidity
  Borrowing


UnusedCapacity


Capacity(Dollars in thousands)FHLB Cincinnati

$
50,754


$
6,714FRB Cleveland


45,251



45,251Federal Funds Lines


10,000



10,000Unaffiliated Financial Institutions


4,000



4,000Total

$
110,005


$
65,965     time-to-time,
  Market
    Risk Management
  earnings-at-risk
    earnings-at-risk earnings-at-risk earnings-at-risk
 40




---



##### Table of Contents



Table 15:
    GAP Analysis:
  At December 31, 2010Under 3 Months


3 to 12 Months


1 to 3 Years


3-5 Years


5-15 Years


After 15 Years


Total(Dollars in thousands)Earning Assets:Securities and short-term investments

$
49,725


$
28,994


$
66,635


$
54,372


$
43,725


$
5,186


$
248,637Loans


209,144



117,142



257,320



124,514



81,126



28,618



817,864Total earning assets

$
258,869


$
146,136


$
323,955


$
178,886


$
124,851


$
33,804


$
1,066,501Interest-bearing liabilities:Consumer time deposits

$
131,713


$
254,588


$
117,324


$
40,522


$



$
469


$
544,616Money Market deposits


92,177























92,177Savings deposits


7,351



14,701



44,103



25,727











91,882Interest-bearing demand deposits


10,750



21,500



64,500



37,625











134,375Short-term borrowings


15,000







15,000



12,540











42,540Long-term debt


8,134







8,134















16,268Fed Funds, Repos, Other


932























932Total interest-bearing liabilities

$
266,057


$
290,789


$
249,061


$
116,414


$



$
469


$
922,790Cumulative interest rate gap

$
(7,188
)

$
(151,841
)

$
(76,947
)

$
(14,475
)

$
110,376


$
143,711RSA/RSL


97
%


73
%


90
%


98
%


112
%


116
%   At December 31, 2009Under 3 Months


3 to 12 Months


1 to 3 Years


3-5 Years


5-15 Years


After 15 Years


Total(Dollars in thousands)Earning Assets:Securities and short-term investments

$
20,008


$
25,915


$
63,786


$
44,333


$
102,356


$



$
256,398Trading securities


8,445























8,445Loans


205,351



114,111



239,052



124,806



104,229



19,431



806,980Total earning assets

$
233,804


$
140,026


$
302,838


$
169,139


$
206,585


$
19,431


$
1,071,823Interest-bearing liabilities:Consumer time deposits

$
144,195


$
264,249


$
122,102


$
17,337


$



$



$
547,883Money Market deposits


84,467























84,467Savings deposits










82,771















82,771Interest-bearing demand deposits










137,807















137,807Short-term borrowings


2,500



7,500



















10,000Long-term debt










31,905



4,600







20,620



57,125Fed Funds, Repos, Other


1,457























1,457Total interest-bearing liabilities

$
232,619


$
271,749


$
374,585


$
21,937


$



$
20,620


$
921,510Cumulative interest rate gap

$
1,185


$
(130,538
)

$
(202,285
)

$
(55,084
)

$
151,502


$
150,313RSA/RSL


101
%


74
%


77
%


94
%


117
%


116
%  41




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Table of
    Contents
   
 Report of Independent Registered Public
    Accounting Firm


43Consolidated Balance Sheets as of Ended
    December 31, 2010 and 2009


44Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


45Consolidated Statements of Shareholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008


46Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


47Notes to Consolidated Financial Statements
    December 31, 2010, 2009 and 2008


48   42




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           
    43




---



##### Table of Contents



CONSOLIDATED
    BALANCE SHEETS  At December 31,2010


2009(Dollars in thousands except share amounts)ASSETSCash and due from banks (Note 3)

$
17,370


$
16,933Federal funds sold and short-term investments


30,850



10,000Cash and cash equivalents


48,220



26,933Interest-bearing deposits in other banks


348



359Securities: (Note 5)Trading securities, at fair value






8,445Available for sale, at fair value


221,725



247,037Total securities


221,725



255,482Restricted stock


5,741



4,985Loans held for sale


5,105



3,783Loans:Portfolio loans (Note 7)


812,579



803,197Allowance for loan losses (Note 8)


(16,136
)


(18,792
)Net loans


796,443



784,405Bank premises and equipment, net (Note 9)


9,645



10,105Other real estate owned


3,119



1,264Bank owned life insurance


17,146



16,435Goodwill, net (Note 4)


21,582



21,582Intangible assets, net (Note 4)


868



1,005Accrued interest receivable


3,519



4,072Other assets (Note 14)


19,076



19,099Total Assets

$
1,152,537


$
1,149,509LIABILITIES AND SHAREHOLDERS EQUITYDeposits (Note 10)Demand and other noninterest-bearing

$
115,476


$
118,505Savings, money market and interest-bearing demand


318,434



305,045Certificates of deposit


544,616



547,883Total deposits


978,526



971,433Short-term borrowings (Note 11)


932



1,457Federal Home Loan Bank advances (Note 12)


42,501



42,505Junior subordinated debentures (Note 13)


16,238



20,620Accrued interest payable


1,434



2,074Accrued taxes, expenses and other liabilities (Note 14)


3,442



7,279Total Liabilities


1,043,073



1,045,368Shareholders Equity (Notes 15 and 16)Preferred stock, Series A Voting, no par value, authorized
    150,000 shares at December 31, 2010,
    750,000 shares at December 31, 2009, none issued at
    December 31, 2010 and 2009






Preferred stock, Series B, no par value, $1,000 liquidation
    value, 25,223 shares authorized and issued at
    December 31, 2010 and December 31, 2009.


25,223



25,223Discount on Series B preferred stock


(116
)


(131
)Warrant to purchase common stock


146



146Common stock, par value $1 per share, authorized
    15,000,000 shares, issued 8,172,943 shares at
    December 31, 2010 and 7,623,857 at December 31,
    2009.


8,173



7,624Additional paid-in capital


39,455



37,862Retained earnings


40,668



36,883Accumulated other comprehensive income


2,007



2,626Treasury shares at cost, 328,194 shares at
    December 31, 2010 and December 31, 2009


(6,092
)


(6,092
)Total Shareholders Equity


109,464



104,141Total Liabilities and Shareholders Equity

$
1,152,537


$
1,149,509    44




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF INCOME  Year Ended December 31,2010


2009


2008(Dollars in thousands except share and per share amounts)Interest and Dividend IncomeLoans

$
42,850


$
45,885


$
48,314Securities:U.S. Government agencies and corporations


7,220



10,452



8,786State and political subdivisions


987



1,008



777Other debt and equity securities


269



244



304Federal funds sold and short-term investments


46



58



147Total interest income


51,372



57,647



58,328Interest ExpenseDeposits


10,709



17,379



22,306Federal Home Loan Bank advances


1,272



1,481



2,322Short-term borrowings


4



124



387Junior subordinated debentures


779



941



1,174Total interest expense


12,764



19,925



26,189Net Interest Income


38,608



37,722



32,139Provision for Loan Losses (Note 8)


10,225



19,017



6,809Net interest income after provision for loan losses


28,383



18,705



25,330Noninterest IncomeInvestment and trust services


1,797



1,919



1,908Deposit service charges


4,247



4,478



4,760Other service charges and fees


3,208



2,775



2,710Income from bank owned life insurance


709



693



979Other income


329



315



856Total fees and other income


10,290



10,180



11,213Securities gains, net


393



690



538Gains on sale of loans


1,000



1,146



797Loss on sale of other assets, net


(116
)


(60
)


(89
)Gain on extinguishment of debt (Note 13)


2,210







Total noninterest income


13,777



11,956



12,459Noninterest ExpenseSalaries and employee benefits (Notes 19 & 20)


15,854



15,142



15,255Furniture and equipment


3,550



4,344



3,950Net occupancy (Note 9)


2,355



2,354



2,386Outside services


2,182



2,459



2,490Marketing and public relations


1,065



961



987Supplies, postage and freight


1,225



1,260



1,468Telecommunications


802



813



850Ohio franchise tax


1,113



908



895FDIC assessments


2,241



2,622



722Other real estate owned


597



367



1,070Electronic banking expenses


873



800



932Loan and collection expense


1,715



1,346



908Other expense


1,997



1,954



2,368Total noninterest expense


35,569



35,330



34,281Income (loss) before income tax expense (benefit)


6,591



(4,669
)


3,508Income tax expense (benefit) (Note 15)


1,226



(2,668
)


112Net Income (Loss)


5,365



(2,001
)


3,396Dividends and accretion on preferred stock


1,276



1,256



91Net Income (Loss) Available to Common Shareholders

$
4,089


$
(3,257
)

$
3,305Net Income (Loss) Per Common Share (Note 2)Basic

$
0.55


$
(0.45
)

$
0.45Diluted


0.55



(0.45
)


0.45Dividends declared


0.04



0.20



0.54Average Common Shares OutstandingBasic


7,511,173



7,295,663



7,295,663Diluted


7,511,173



7,295,663



7,295,663    45




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  Preferred


Warrant to











AccumulatedStock


Purchase





Additional





Other(Net of


Common


Common


Paid-In


Retained


Comprehensive


TreasuryDiscount)


Stock


Stock


Capital


Earnings


Income (Loss)


Stock


Total(Dollars in thousands except share and per share amounts)Balance, January 1, 2008

$







$
7,624


$
37,712


$
42,226


$
458


$
(6,092
)

$
81,928Comprehensive income:Net Income


















3,396











3,396Other comprehensive loss, net of tax:Pension liability adjustments






















(1,083
)






(1,083
)Change in unrealized gains and losses on securities






















1,464







1,464Total comprehensive income






























3,777Share-based compensation














71















71Issuance of 25,223 shares of preferred stock, Series B


25,077


$
146























25,223Common dividends declared, $.54 per share


















(3,940
)










(3,940
)Balance, December 31, 2008

$
25,077


$
146


$
7,624


$
37,783


$
41,682


$
839


$
(6,092
)

$
107,059Comprehensive income:Net Loss


















(2,001
)










(2,001
)Other comprehensive income, net of tax:Pension liability adjustments






















38







38Change in unrealized gains and losses on securities






















1,749







1,749Total comprehensive income (loss)






























(214
)Share-based compensation














79















79Preferred dividends and accretion of discount


15















(1,339
)










(1,324
)Common dividends declared, $.20 per share


















(1,459
)










(1,459
)Balance, December 31, 2009

$
25,092


$
146


$
7,624


$
37,862


$
36,883


$
2,626


$
(6,092
)

$
104,141Comprehensive income:Net Income


















5,365











5,365Other comprehensive income, net of tax:Pension liability adjustments






















257







257Change in unrealized gains and losses on securities






















(876
)






(876
)Total comprehensive income






























4,746Share-based compensation














102















102Common shares issued (462,234 shares)










462



1,578















2,040Restricted shares granted (86,852 shares)










87



(87
)














Preferred dividends and accretion of discount


15















(1,276
)










(1,261
)Common dividends declared, $.04 per share


















(304
)










(304
)Balance, December 31, 2010

$
25,107


$
146


$
8,173


$
39,455


$
40,668


$
2,007


$
(6,092
)

$
109,464    46




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2010


2009


2008(Dollars in thousands)Operating ActivitiesNet income (loss)

$
5,365


$
(2,001
)

$
3,396Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Provision for loan losses


10,225



19,017



6,809Depreciation and amortization


1,357



1,632



1,749Amortization (accretion) of premiums and discounts


2,206



1,529



(431
)Amortization of intangibles


137



137



138Amortization of loan servicing rights


262



422



219Amortization of deferred loan fees


162



103



294Federal deferred income tax expense (benefit)


1,535



(2,578
)


(1,241
)Securities gains, net


(393
)


(690
)


(538
)Share-based compensation expense


102



79



71Loans originated for sale


(80,175
)


(105,623
)


(85,164
)Proceeds from sales of loan originations


79,853



106,566



87,103Net gain from loan sales


(1,000
)


(1,146
)


(797
)Federal Home Loan Bank stock dividends










(143
)Net loss on sale of other assets


116



60



89Net gain on extinguishment of debt


(2,210
)






Net increase in accrued interest receivable and other assets


(817
)


(9,092
)


(2,345
)Net increase (decrease) in accrued interest payable, taxes and
    other liabilities


(4,477
)


(1,930
)


727Net cash provided by operating activities


12,248



6,485



9,936Investing ActivitiesProceeds from sales of
    available-for-sale
    securities


15,499



38,141



77,069Proceeds from maturities of
    available-for-sale
    securities


118,569



69,307



37,728Purchase of
    available-for-sale
    securities


(111,777
)


(129,941
)


(155,946
)Purchase of trading securities






(9,005
)


(81,738
)Proceeds from maturities of trading securities


436



1,737



Proceeds from sale of trading securities


7,774



10,462



104,433Change in interest-bearing deposits in other banks


11



(7
)


(252
)Purchase of Federal Reserve Bank Stock


(756
)






Purchase of Federal Home Loan Bank Stock






(101
)


(117
)Net increase in loans made to customers


(25,395
)


(12,943
)


(53,912
)Proceeds from the sale of other real estate owned


584



917



1,203Purchase of bank premises and equipment


(906
)


(549
)


(500
)Proceeds from sale of bank premises and equipment


11



197



6Net cash provided by (used in) investing activities


4,050



(31,785
)


(72,026
)Financing ActivitiesNet increase (decrease) in demand and other noninterest-bearing


(3,029
)


24,511



5,182Net increase (decrease) in savings, money market and
    interest-bearing demand


13,389



12,366



(2,445
)Net increase (decrease) in certificates of deposit


(3,267
)


13,381



61,497Net decrease in short-term borrowings


(525
)


(21,471
)


(19,177
)Proceeds from Federal Home Loan Bank advances


34,000



22,500



65,000Payment of Federal Home Loan Bank advances


(34,004
)


(33,352
)


(55,850
)Issuance of preferred stock










25,223Extinguishment of debt, net


(10
)






Dividends paid


(1,565
)


(2,625
)


(3,940
)Net cash provided by financing activities


4,989



15,310



75,490Net increase (decrease) in cash and cash equivalents


21,287



(9,990
)


13,400Cash and cash equivalents, January 1


26,933



36,923



23,523Cash and cash equivalents, December 31

$
48,220


$
26,933


$
36,923Supplemental cash flow informationInterest paid

$
13,404


$
21,664


$
25,937Income taxes paid


675



400



2,555Transfer of loans to other real estate owned


2,970



1,317



688    47




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share amounts)  (1)
    Summary
    of Significant Accounting Policies  Basis of
    Presentation
    Use of
    Estimates
    Segment
    Information
    Statement
    of Cash Flows
    Securities
    other-than-temporary
 48




---



##### Table of Contents



other-than-temporary
  other-than-temporarily
  Restricted
    Stock
    Loans
    Held For Sale
    Loans
       49




---



##### Table of Contents



case-by-case
  Allowance
    for Loan Losses
      Servicing
    Bank
    Premises and Equipment
    Goodwill
    and Core Deposit Intangibles
    Other
    Real Estate Owned
  deed-in-lieu
 50




---



##### Table of Contents



Split-Dollar
    Life Insurance
    Investment
    and Trust Services Assets and Income
    Income
    Taxes
    Comprehensive
    Income
    available-for-sale
  New
    Accounting Pronouncements
  ASU
    No. 2010-06,
    Fair Value Measurements and Disclosures (Topic 820): Improving
    Disclosures About Fair Value Measurements 2010-06 Estimated Fair Value of
    Financial Instruments.
  ASU
    No. 2010-20,
    Receivables (Topic 310): Disclosures about the Credit Quality of
    Financing Receivables and the Allowance for Credit
    Losses. 2010-20
 51




---



##### Table of Contents



2010-20 Allowance for Loan Losses.
  ASC Topic 860, Transfers and Servicing.
  ASC Topic 810, Consolidation.
  (2)
    Earnings
    (Loss) Per Common Share    Year Ended December 31,2010


2009


2008(Dollars in thousands except per share amounts)Weighted average shares outstanding used in Basic Earnings per
    Common Share


7,511,173



7,295,663



7,295,663Dilutive effect of stock options










Dilutive effect of common stock warrants










Weighted average shares outstanding used in Diluted Earnings Per
    Common Share


7,511,173



7,295,663



7,295,663Net Income (Loss)

$
5,365


$
(2,001
)

$
3,396Preferred stock dividend and accretion


1,276



1,256



91Income (Loss) Available to Common Shareholders

$
4,089


$
(3,257
)

$
3,305Basic Earnings (Loss) Per Common Share

$
0.55


$
(0.45
)

$
0.45Diluted Earnings (Loss) Per Common Share

$
0.55


$
(0.45
)

$
0.45     (3)
    Cash and
    Due from Banks   52




---



##### Table of Contents



(4)
    Goodwill
    and Intangible Assets        At December 31,2010


2009(Dollars in thousands)Core deposit intangibles

$
1,367


$
1,367Less: accumulated amortization


499



362Carrying value of core deposit intangibles

$
868


$
1,005     Core
    Deposits Intangibles
  (Dollars in thousands)2011

$
1372012


1372013


1372014


1372015


1372016 and beyond


183  53




---



##### Table of Contents



(5)
    Securities    At December 31, 2010Amortized








FairCost


Unrealized Gains


Unrealized Losses


Value(Dollars in thousands)Securities available for sale:U.S. Government agencies and corporations

$
56,239


$
511


$
(682
)

$
56,068Mortgage backed securities


91,793



4,128



(30
)


95,891Collateralized mortgage obligations


44,297



1,249



(27
)


45,519State and political subdivisions


24,125



522



(400
)


24,247Total Securities

$
216,454


$
6,410


$
(1,139
)

$
221,725   At December 31, 2009Amortized








FairCost


Unrealized Gains


Unrealized Losses


Value(Dollars in thousands)Securities available for sale:U.S. Government agencies and corporations

$
45,142


$
354


$
(281
)

$
45,215Mortgage backed securities


122,585



4,727







127,312Collateralized mortgage obligations


50,123



1,365



(21
)


51,467State and political subdivisions


22,588



571



(116
)


23,043Total Securities

$
240,438


$
7,017


$
(418
)

$
247,037   Trading Securities Held at December 31, 2009Aggregate


AggregateUnrealized Gains


Unrealized Losses


FairCost


Recorded to Income


Recorded to Income


Value(Dollars in thousands)Trading Securities

$
8,327


$
118


$



$
8,445     At December 31, 2010FairAmortized Cost


Value(Dollars in thousands)Securities available for sale:Due in one year or less

$



$
Due from one year to five years


34,475



34,503Due from five years to ten years


22,333



23,000Due after ten years


23,556



22,812Mortgage backed securities and collateralized mortgage
    obligations


136,090



141,410$
216,454


$
221,725  54




---



##### Table of Contents



available-for-sale
  2010


2009


2008(Dollars in thousands)Gross realized gains

$
493


$
444


$
612Gross realized losses






(111
)


(76
)Net Securities Gains

$
493


$
333


$
536Proceeds from the sale of available for sale securities

$
15,499


$
38,141


$
77,069             At December 31, 2010Less than 12 Months


12 Months or Longer


TotalFair Value


Unrealized Losses


Fair Value


Unrealized Losses


Fair Value


Unrealized Losses(Dollars in thousands)U.S. Government agencies and corporations

$
29,352


$
(682
)

$



$



$
29,352


$
(682
)Mortgage backed securities


14,617



(30
)










14,617



(30
)Collateralized mortgage obligations


10,027



(27
)










10,027



(27
)State and political subdivisions


1,633



(400
)










1,633



(400
)Total

$
55,629


$
(1,139
)

$



$



$
55,629


$
(1,139
)   55




---



##### Table of Contents



At December 31, 2009Less than 12 Months


12 Months or Longer


TotalFair Value


Unrealized Losses


Fair Value


Unrealized Losses


Fair Value


Unrealized Losses(Dollars in thousands)U.S. Government agencies and corporations

$
21,440


$
(281
)

$



$



$
21,440


$
(281
)Mortgage backed securities






















Collateralized mortgage obligations


2,177



(21
)










2,177



(21
)State and political subdivisions


4,549



(116
)










4,549



(116
)Total

$
28,166


$
(418
)

$



$



$
28,166


$
(418
)   (6)
    Transactions
    with Related Parties    At December 31,2010


2009(Dollars in thousands)Amount at beginning of year

$
18,737


$
20,306New loans


2,130



6,760Repayments


(2,521
)


(7,994
)Changes in directors and officers and /or affiliations, net


17



(335
)Amount at end of year

$
18,363


$
18,737    56




---



##### Table of Contents



(7)
    Loans    At December 31,2010


2009(Dollars in thousands)Real estate loans (includes loans secured primarily by real
    estate):Construction and land development

$
52,713


$
65,052One to four family residential


207,221



219,508Multi-family residential


29,211



28,988Non-farm non-residential properties


293,892



286,778Commercial and industrial loans


60,623



61,929Personal loans to individuals:Auto, single payment and installment


163,896



135,097All other loans


5,023



5,845Total loans


812,579



803,197Allowance for loan losses


(16,136
)


(18,792
)Net loans

$
796,443


$
784,405   (8)
    Allowance
    for Loan Losses     57




---



##### Table of Contents



HomeCommercial





EquityCommercial


Real Estate


Residential


Loans


Indirect


Consumer


Total(Dollars in thousands)Allowance for loan losses:Balance, beginning of year

$
862


$
14,390


$
528


$
1,591


$
622


$
799


$
18,792Losses charged off


(1,507
)


(8,508
)


(1,491
)


(1,091
)


(573
)


(455
)


(13,625
)Recoveries


157



87



30



39



138



293



744Provision charged to expense


1,805



5,158



1,738



973



284



267



10,225Balance, end of year

$
1,317


$
11,127


$
805


$
1,512


$
471


$
904


$
16,136Ending allowance balance attributable to loans:Individually evaluated for impairment

$
206


$
6,865


$
46


$



$



$



$
7,117Collectively evaluated for impairment


1,111



4,262



759



1,512



471



904



9,019Total ending allowance balance

$
1,317


$
11,127


$
805


$
1,512


$
471


$
904


$
16,136Loans:Individually evaluated for impairment

$
1,333


$
38,853


$
4,482


$



$



$



$
44,668Collectively evaluated for impairment


64,329



336,950



70,203



132,536



150,031



13,862



767,911Total ending loans balance

$
65,662


$
375,803


$
74,685


$
132,536


$
150,031


$
13,862


$
812,579   Delinquencies
    RecordedInvestment>90 Days30-59 Days


60-89 Days


Greater than











andPast Due


Past Due


90 Days


Total Past Due


Current


Total Loans


Accruing(Dollars in thousands)Commercial

$
31


$
211


$
793


$
1,035


$
64,627


$
65,662


$
Commercial Real Estate


1,906



856



19,970



22,732



357,553



375,803



Residential


1,018



1,284



7,172



9,474



60,729



74,685



Home Equity Loans


776



235



1,130



2,141



130,395



132,536



Indirect


612



123



112



847



149,166



150,031



Consumer


61







26



87



13,793



13,862



Total

$
4,404


$
2,709


$
29,203


$
36,316


$
776,263


$
812,579


$
   Impaired
    Loans
   58




---



##### Table of Contents



Unpaid





Average


InterestRecorded


Principal


Related


Recorded


IncomeAt December 31, 2010

Investment


Balance


Allowance


Balance


Recognized(Dollars in thousands)With no related allowance recorded:Commercial

$
549


$
549


$



$
600


$
16Commercial Real Estate


6,414



6,414







8,643



133Residential


4,010



4,010







2,666



Home Equity Loans


















Indirect


















Consumer


















With allowance recorded:Commercial


578



784



206



1,143



Commercial Real Estate


25,595



32,460



6,865



29,946



6Residential


405



451



46



102



Home Equity Loans


















Indirect


















Consumer


















Total

$
37,551


$
44,668


$
7,117


$
43,100


$
155   December 31, 2009


December 31, 2008(Dollars in thousands)


(Dollars in thousands)Year-end impaired loans with allowance for loan losses
    specifically allocated

$
24,250


$
13,213Year-end impaired loans without allowance for loan losses
    specifically allocated


2,804



2,331Amount of allowance specifically allocated to impaired loans


7,584



3,569Average of impaired loans during the year


22,872



16,094Interest income recognized during impairment






Nonaccrual loans at year end


38,837



19,592   Troubled
    Debt Restructuring
  ASC
    310-40,
    Troubled Debt Restructurings by Creditors,
 59




---



##### Table of Contents



Nonaccrual
    Loans
    2010


2009(Dollars in thousands)Commercial

$
1,333


$
2,465Commercial Real Estate


25,941



24,914Residential


11,052



9,395Home Equity Loans


2,372



1,417Indirect


667



557Consumer


466



89Total

$
41,831


$
38,837   Credit
    Risk Grading
    Commercial Real


Commercial RealEstate


EstateCommercial


Construction


Other


Residential


TotalCommercialCredit Exposure

December 31, 2010(Dollars in thousands)Grade 1  Minimal

$
3,124


$



$



$



$
3,124Grade 2  Modest


















Grade 3  Better than average


162







3,055







3,217Grade 4  Average


8,343



833



58,818



267



68,261Grade 5  Acceptable


49,727



16,358



230,117



5,733



301,935Total Pass Credits


61,356



17,191



291,990



6,000



376,537Grade 6  Special mention


2,599



808



12,999



170



16,576Grade 7  Substandard


1,707



2,083



50,732



2,516



57,038Grade 8  Doubtful


















Grade 9  Loss


















Total

$
65,662


$
20,082


$
355,721


$
8,686


$
450,151  60




---



##### Table of Contents



Consumer Credit Score Migration

December 31, 2010Total 1-4 family residential


701Total home equity loans


750Total loans to individuals


728Total indirect


771Total revolving lines


713   (9)
    Bank
    Premises, Equipment and Leases    At December 312010


2009(Dollars in thousands)Land

$
2,602


$
2,602Buildings


11,612



11,434Equipment


14,451



14,034Purchased software


4,105



3,979Leasehold improvements


1,088



1,078Total cost

$
33,858


$
33,127Less: accumulated depreciation and amortization


24,213



23,022Net bank premises and equipment

$
9,645


$
10,105       Amount(Dollars in thousands)2011

$
8002012


5402013


3422014


3152015


3182016 and thereafter


539Total

$
2,854  61




---



##### Table of Contents



(10)
    Deposits    At December 31,2010


2009(Dollars in thousands)Demand and other noninterest-bearing

$
115,476


$
118,505Interest checking


134,375



137,807Savings


91,882



82,771Money market accounts


92,177



84,467Consumer time deposits


464,860



476,798Public time deposits


79,756



71,085Total deposits

$
978,526


$
971,433       After 12 Months


After 36 MonthsWithin


but within 36


but within 6012 Months


Months


Months


After 5 Years


Total(Dollars in thousands)Consumer time deposits

$
307,010


$
119,022


$
38,828


$



$
464,860Public time deposits


73,259



4,490



2,007







79,756Total time deposits

$
380,269


$
123,512


$
40,835


$



$
544,616   (11)
    Short-Term
    Borrowings      (12)
    Federal
    Home Loan Bank Advances   62




---



##### Table of Contents



December 31,


December 31,2010


2009(Dollars in thousands)Maturity January 2010, fixed rate 3.58%

$



$
10,000Maturities January 2011 through February 2011, with fixed rates
    ranging from 3.17% to 3.67%, averaging 3.50% for 2010 and
    2009.


15,000



15,000Maturity January 2012, fixed rate 2.37%


15,000



15,000Maturities January 2014, fixed rates ranging from 2.57% to
    3.55%, averaging 2.57% for 2010 and 3.55% for 2009.


10,040



55Maturity July 2015, fixed rate 4.76%


2,461



2,450Total FHLB advances

$
42,501


$
42,505   (13)
    Trust Preferred
    Securities          (14)
    Income
    Taxes    Year Ended December 31,2010


2009


2008(Dollars in thousands)Income Taxes:Federal current expense (benefit)

$
(309
)

$
(90
)

$
1,353Federal deferred expense (benefit)


1,535



(2,578
)


(1,241
)Total Income Tax (Benefit)

$
1,226


$
(2,668
)

$
112  63




---



##### Table of Contents



Year Ended December 31,2010


2009


2008(Dollars in thousands)Computed expected tax expense (benefit)

$
2,241


$
(1,587
)

$
1,193Increase (reduction) in income taxes resulting from:Tax exempt interest on obligations of state and political
    subdivisions


(371
)


(386
)


(265
)Tax exempt interest on bank owned life insurance


(199
)


(236
)


(332
)New markets tax credit


(536
)


(530
)


(476
)Other, net


92



71



(8
)Total Income Taxes (Benefit)

$
1,226


$
(2,668
)

$
112    64




---



##### Table of Contents



At December 312010


2009(Dollars in thousands)Deferred Federal tax assets:Allowance for loan losses

$
5,486


$
6,365Deferred compensation


263



308Minimum pension liability


758



889Equity based compensation


90



69Accrued loan fees and costs


431



241New Market Tax Credit






430Mark-to-market
    adjustments


65



155Other deferred tax assets


1,014



1,038Total deferred Federal tax assets

$
8,107


$
9,495Deferred Federal tax liabilities:Bank premises and equipment depreciation

$
(106
)

$
(106
)Net unrealized gain on securities available for sale


(1,792
)


(2,243
)FHLB stock dividends


(254
)


(254
)Intangible asset amortization


(1,052
)


(913
)Accretion


(193
)


(181
)Deferred charges


(303
)


(597
)Prepaid pension


(763
)


(353
)Other deferred tax liabilities


(315
)


(303
)Total deferred Federal tax liabilities


(4,778
)


(4,950
)Net deferred Federal tax assets

$
3,329


$
4,545     (15)
    Shareholders
    Equity  Preferred
    Stock
     65




---



##### Table of Contents



360-day 30-day
      Common
    Stock
    Common
    Shares Repurchase Plan and Treasury Shares
    Shareholder
    Rights Plan
   66




---



##### Table of Contents



LNBB
    Direct Stock Purchase and Dividend Reinvestment Plan
    Dividend
    Restrictions
      (16)
    Regulatory
    Capital   67




---



##### Table of Contents



December 31, 2010

December 31, 2009Amount

Ratio

Amount

Ratio(Dollars in thousands)Total capital (risk weighted)Consolidated

$
119,458



13.82
%

$
117,824



13.64
%Bank


111,091



12.86



107,539



12.46Tier 1 capital (risk weighted)Consolidated


95,408



11.04



87,625



10.14Bank


96,227



11.14



92,752



10.75Tier 1 capital (average assets)Consolidated


95,408



8.44



87,625



7.70Bank


96,227



8.59



92,752



8.14Well Capitalized:Total capital (risk weighted)Consolidated

$
86,438



10.00
%

$
86,381



10.00
%Bank


86,385



10.00



86,307



10.00Tier 1 capital (risk weighted)Consolidated


51,852



6.00



51,849



6.00Bank


51,828



6.00



51,769



6.00Tier 1 capital (average assets)Consolidated


56,521



5.00



56,899



5.00Bank


56,011



5.00



56,973



5.00 68




---



##### Table of Contents



December 31, 2010

December 31, 2009Amount

Ratio

Amount

Ratio(Dollars in thousands)Minimum Required:Total capital (risk weighted)Consolidated

$
69,151



8.00
%

$
69,105



8.00
%Bank


69,108



8.00



69,046



8.00Tier 1 capital (risk weighted)Consolidated


34,568



4.00



34,566



4.00Bank


34,552



4.00



34,512



4.00Tier 1 capital (average assets)Consolidated


45,217



4.00



45,519



4.00Bank


44,809



4.00



45,578



4.00   (17)
    Parent
    Company Financial Information    Year Ended December 31,Condensed Balance Sheets

2010


2009(Dollars in thousands)AssetsCash

$
659


$
2,106Investment in The Lorain National Bank


120,777



118,053Other investments


7



7Note receivable  The Lorain National Bank


4,000



4,000Other assets


525



864Total Assets

$
125,968


$
125,030Liabilities and Shareholders EquityJunior subordinated debentures

$
16,238


$
20,620Other liabilities


266



269Shareholders equity


109,464



104,141Total Liabilities and Shareholders Equity

$
125,968


$
125,030   69




---



##### Table of Contents



Year Ended December 31,Condensed Statements of Income

2010


2009


2008(Dollars in thousands)IncomeInterest income

$
267


$
363


$
390Cash dividend from The Lorain National Bank


1,000



2,190



3,900Other income


25



145



62Gain on extinguishment of debt


2,210







Total Income


3,502



2,698



4,352ExpensesInterest expense


778



941



1,176Other expenses


181



202



272Total Expense


959



1,143



1,448Income before income taxes and equity in undistributed net
    income of subsidiary


2,543



1,555



2,904Income tax expense (benefit)


520



(221
)


(335
)Equity in undistributed net income (loss) of subsidiary


3,342



(3,777
)


157Net Income (Loss)

$
5,365


$
(2,001
)

$
3,396   Year Ended December 31,Condensed Statements of Cash Flows

2010


2009


2008(Dollars in thousands)Net Income (Loss)

$
5,365


$
(2,001
)

$
3,396Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Equity in undistributed net (income) loss of subsidiary


(3,342
)


3,777



(157
)Share-based compensation expense, net of tax


102



79



71Gain on extinguishment of debt


(2,210
)






Net change in other assets and liabilities


213



174



(1,082
)Net cash provided by operating activities


128



2,029



2,228Cash Flows from Investing Activities:Payments for advances to The Lorain National Bank






(25,223
)


Payments from The Lorain National Bank for subordinated debt
    instrument






2,000



2,000Net cash provided by (used in) investing activities






(23,223
)


2,000Cash Flows from Financing Activities:Extinguishment of debt, net


(10
)






Proceeds from issuance of preferred stock










25,223Dividends paid


(1,565
)


(2,625
)


(3,940
)Net cash provided by (used in) financing activities


(1,575
)


(2,625
)


21,283Net increase (decrease) in cash equivalents


(1,447
)


(23,819
)


25,511Cash and cash equivalents at beginning of year


2,106



25,925



414Cash and cash equivalents at end of year

$
659


$
2,106


$
25,925  70




---



##### Table of Contents



(18)
    Retirement
    Pension Plan      Year Ended December 31,2010


2009


2008(Dollars in thousands)Change in projected benefit obligationProjected benefit obligation at the beginning of the year

$
(5,716
)

$
(5,723
)

$
(5,559
)Interest Cost


(314
)


(324
)


(324
)Actuarial gain (loss)


(35
)


(218
)


(363
)Settlement loss










Benefits paid


455



549



523Projected benefit obligation at the end of the year

$
(5,610
)

$
(5,716
)

$
(5,723
)Change in plan assetsFair value of plan assets at beginning of year

$
4,221


$
3,969


$
5,430Actual gain on plan assets


590



401



(968
)Employer contributions


1,400



400



Gain/(Loss)










30Benefits paid


(455
)


(549
)


(523
)Fair value of plan assets at end of year

$
5,756


$
4,221


$
3,969Funded status (included in accrued liabilities or prepaid
    assets)

$
146


$
(1,495
)

$
(1,754
)Unrecognized actuarial loss in accumulated other
    comprehensive income

$
2,230


$
2,619


$
2,677     Year Ended December 31,2010


2009


2008(Dollars in thousands)Net Periodic Pension Cost (Benefit)Interest cost on projected benefit obligation

$
314


$
324


$
324Expected return on plan benefits


(308
)


(275
)


(388
)Amortization of Loss


142



150



48Loss recognized due to settlement










Net Periodic Pension Cost (Benefit)

$
148


$
199


$
(16
)  71




---



##### Table of Contents



Year Ended December 31,2010


2009


2008(Dollars in thousands)Amortization of unrecognized actuarial loss

$
142


$
150


$
48Current deferral of gains (losses)


247



(92
)


(1,688
)Pension liability adjustments recognized in comprehensive income


389



58



(1,640
)Tax effect


(132
)


(20
)


557Net pension liability adjustments

$
257


$
38


$
(1,083
)     2010


2009


2008Weighted average discount rate


5.75
%


5.75
%


5.75
%Expected long-term rate of return on plan assets


7.50
%


7.50
%


7.50
%Assumed rate of future compensation increases


0.00
%


0.00
%


0.00
%     Plan
    Assets
    Plan Assets at December 31,2010


2009


2008Asset Category:Equity securities


62.61
%


57.48
%


47.53
%Debt securities


35.53



41.82



52.25Cash and cash equivalents


1.86



0.70



0.22Total


100.00
%


100.00
%


100.00
%LNB Bancorp, Inc. common stock to total plan assets


0.00
%


3.08
%


4.25
%       Amount(Dollars in thousands)2011

$
3102012


3362013


3672014


3672015


3682016-2020


1,869  72




---



##### Table of Contents



(19)
    Share-Based
    Compensation      Stock
    Options
      2009


2008Risk free interest rate


2.27
%


2.94
%Dividend yield


6.68
%


4.98
%Volatility


22.97
%


15.68
%       Outstanding


ExercisableWeighted AverageRemainingContractual Life





Weighted AverageNumber


(Years)


Number


Exercise PriceRange of Exercise Prices$5.34-$14.46


2,500



8.37



833


$
5.34$14.47-$15.34


82,000



7.10



54,663



14.47$15.35-$16.50


52,500



6.21



52,500



15.78$16.51-$19.10


30,000



5.09



30,000



19.10$19.11-$19.17


30,000



4.09



30,000



19.17Outstanding at end of period


197,000



6.11



167,996


$
16.50  73




---



##### Table of Contents



2010Weighted AverageExerciseOptions

Shares


Price per ShareOutstanding at beginning of period


198,000


$
16.12Granted






Forfeited or expired


(1,000
)


14.47Exercised






Stock dividend or split






Outstanding at end of period


197,000


$
16.12Exercisable at end of period


167,996


$
16.50     2010Weighted AverageExercise PriceNonvested Shares

Per ShareNonvested at January 1, 2010


75,335


$
14.45Granted






Vested


45,331



14.77Forfeited or expired


1,000



14.47Nonvested at December 31, 2010


29,004


$
13.95   Restricted
    Shares
      2010Weighted AverageGrant DateNonvested Shares


Fair ValueNonvested at January 1, 2010





$
Granted


86,852



4.42Forfeited or expired






Exercised






Nonvested at December 31, 2010


86,852


$
4.42   Stock
    Appreciation Rights (SARS)
   74




---



##### Table of Contents



(20)
    Benefit
    Plans        (21)
    Commitments
    and Contingencies      case-by-case
    2010


2009(Dollars in thousands)Commitments to extend credit

$
67,095


$
68,770Home equity lines of credit


76,668



75,791Standby letters of credit


8,422



8,616Total

$
152,185


$
153,177    75




---



##### Table of Contents



(22)
    Estimated
    Fair Value of Financial Instruments    
    The carrying value of Cash and due from banks, Federal funds
    sold, short-term investments, interest bearing deposits in other
    banks and accrued interest receivable and other financial assets
    is a reasonable estimate of fair value due to the short-term
    nature of the asset.
    The fair value of investment securities is based on the fair
    value hierarchy described below.
    For variable rate loans with interest rates that may be adjusted
    on a quarterly, or more frequent basis, the carrying amount is a
    reasonable estimate of fair value. The fair value of other types
    of loans is estimated by discounting future cash flows using the
    current rates at which similar loans would be made to borrowers
    with similar credit ratings and for the same remaining
    maturities.
    The carrying value approximates the fair value for bank owned
    life insurance.
    The fair value of deposits with no stated maturity, such as
    noninterest-bearing demand deposits, savings, money market,
    checking and interest-bearing checking, is equal to the amount
    payable on demand as of December 31, for each year
    presented. The fair value of fixed-maturity certificates of
    deposit is estimated using the rates currently offered for
    deposits of similar remaining maturities. For variable rate
    certificates of deposit, the carrying amount is a reasonable
    estimate of fair value.
    Securities sold under repurchase agreements, other short-term
    borrowings, accrued interest payable and other financial
    liabilities approximate fair value due to the short-term nature
    of the liability.
    The fair value of Federal Home Loan Bank advances is estimated
    by discounting future cash flows using current FHLB rates for
    the remaining term to maturity.
    The fair value of junior subordinated debentures is based on the
    discounted value of contractual cash flows using rates currently
    offered for similar maturities.
    The fair value of commitments to extend credit approximates the
    fees charged to make these commitments since rates and fees of
    the commitment contracts approximates those currently charged to
    originate similar commitments. The carrying amount and fair
    value of off-balance sheet instruments is not significant as of
    December 31, 2010 and 2009.  Limitations
    on-and-off
 76




---



##### Table of Contents



December 31, 2010


December 31, 2009Carrying


Estimated Fair


Carrying


Estimated FairValue


Value


Value


Value(Dollars in thousands)Financial assetsCash and due from banks, Federal funds sold, short-term
    investments and interest bearing deposits in other banks

$
48,568


$
48,568


$
27,292


$
27,292Securities


221,725



221,725



255,482



255,482Portfolio loans, net


796,443



801,585



784,405



786,154Loans held for sale


5,105



5,105



3,783



3,783Accrued interest receivable


3,519



3,519



4,072



4,072Financial liabilitiesDeposits:Demand, savings and money market


433,910



433,910



423,550



423,550Certificates of deposit


544,616



551,832



547,883



555,302Total deposits


978,526



985,742



971,433



978,852Short-term borrowings


932



932



1,457



1,457Federal Home Loan Bank advances


42,501



43,613



42,505



43,708Junior subordinated debentures


16,238



15,746



20,620



18,489Accrued interest payable


1,434



1,434



2,074



2,074   Fair
    Value Measurements
    
    Level 1  Valuations based on quoted prices in
    active markets, such as the New York Stock Exchange. Valuations
    are obtained from readily available pricing sources for market
    transactions involving identical assets or liabilities.
    Level 2  Valuations of assets and liabilities
    traded in less active dealer or broker markets. Valuations
    include quoted prices for similar assets and liabilities traded
    in the same market; quoted prices for identical or similar
    instruments in markets that are not active; and model-derived
    valuations whose inputs are observable or whose significant
    value drivers are observable. Valuations may be obtained from,
    or corroborated by, third-party pricing services.
    Level 3  Assets and liabilities with valuations
    that include methodologies and assumptions that may not be
    readily observable, including option pricing models, discounted
    cash flow models, yield curves and similar techniques.
    Level 3 valuations incorporate certain assumptions and
    projections in determining the fair value assigned to such
    assets or liabilities, but in all cases are corroborated by
    external data, which may include third-party pricing services. 77




---



##### Table of Contents



Quoted Prices in





SignificantFair Value as of


Active Markets


Significant Other


UnobservableDecember 31,


for Identical


Observable Inputs


InputsDescription

2010


Assets (Level 1)


(Level 2)


(Level 3)(Dollars in thousands)Securities available for sale:U.S. Government agencies and corporations

$
56,068


$



$
56,068


$
Mortgage backed securities


95,891







95,891



Collateralized mortgage obligations


45,519







45,519



State and political subdivisions


24,247







24,247



Total

$
221,725


$



$
221,725


$
   Quoted Prices in





SignificantFair Value as of


Active Markets


Significant Other


UnobservableDecember 31,


for Identical


Observable Inputs


InputsDescription

2009


Assets (Level 1)


(Level 2)


(Level 3)(Dollars in thousands)Trading Securities

$
8,445


$



$
8,445


$
Securities available for sale:U.S. Government agencies and corporations


45,215







45,215



Mortgage backed securities


127,312







127,312



Collateralized mortgage obligations


51,467







51,467



State and political subdivisions


23,043







23,043



Total

$
255,482


$



$
255,482


$
         Internal


InternalModels with


Models withSignificant


SignificantObservable


Unobservable





Total LossesQuoted Market


Market


Market





RecognizedPrices in Active


Parameters


Parameters





During theDecember 31, 2010

Markets (Level 1)


(Level 2)


(Level 3)


Total


Year(Dollars in thousands)Impaired and nonaccrual loans

$



$



$
44,668


$
44,668


$
7,117Other real estate










3,119



3,119



412Total assets at fair value on a nonrecurring basis

$



$



$
47,787


$
47,787


$
7,529   78




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##### Table of Contents



Internal


InternalModels with


Models withSignificant


SignificantObservable


Unobservable





Total LossesQuoted Market


Market


Market





RecognizedPrices in Active


Parameters


Parameters





During theDecember 31, 2009

Markets (Level 1)


(Level 2)


(Level 3)


Total


Year(Dollars in thousands)Impaired and nonaccrual loans

$



$



$
38,837


$
38,837


$
12,218Other real estate










1,264



1,264



206Total assets at fair value on a nonrecurring basis

$



$



$
40,101


$
40,101


$
12,424   Impaired and nonaccrual loans:
  Other Real Estate:
 79




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##### Table of Contents



(23)
    Quarterly
    Financial Data  (Unaudited)    First


Second


Third


Fourth


Full Year(Dollars in thousands, except per share amount)2010Total interest income

$
13,293


$
12,975


$
12,463


$
12,641


$
51,372Total interest expense


3,514



3,278



3,091



2,881



12,764Net Interest income


9,779



9,697



9,372



9,760



38,608Provision for loan losses


2,109



2,109



2,076



3,931



10,225Net interest income after provision for loan losses


7,670



7,588



7,296



5,829



28,383Noninterest income


2,651



2,896



5,044



3,186



13,777Noninterest expense


8,693



8,958



8,768



9,150



35,569Income tax expense (benefit)


297



283



842



(196
)


1,226Net Income (Loss)


1,331



1,243



2,730



61



5,365Preferred Stock Dividend and Accretion


319



318



320



319



1,276Net Income (Loss) Available to Common Shareholders


1,012



925



2,410



(258
)


4,089Basic earnings (loss) per common share


0.14



0.12



0.32



(0.03
)


0.55Diluted earnings (loss) per common share


0.14



0.12



0.32



(0.03
)


0.55Dividends declared per common share


0.01



0.01



0.01



0.01



0.04   First


Second


Third


Fourth


Full Year(Dollars in thousands, except per share amount)2009Total interest income

$
14,523


$
14,356


$
14,523


$
14,245


$
57,647Total interest expense


5,625



5,222



4,945



4,133



19,925Net Interest income


8,898



9,134



9,578



10,112



37,722Provision for loan losses


1,809



2,484



11,067



3,657



19,017Net interest income (loss) after provision for loan losses


7,089



6,650



(1,489
)


6,455



18,705Noninterest income


2,857



3,244



3,124



2,731



11,956Noninterest expense


8,360



9,480



8,737



8,753



35,330Income tax expense (benefit)


269



(102
)


(2,726
)


(109
)


(2,668
)Net Income (Loss)


1,317



516



(4,376
)


542



(2,001
)Preferred Stock Dividend and Accretion


299



319



319



319



1,256Net Income (Loss) Available to Common Shareholders


1,018



197



(4,695
)


223



(3,257
)Basic earnings (loss) per common share


0.14



0.03



(0.64
)


0.03



(0.45
)Diluted earnings (loss) per common share


0.14



0.03



(0.64
)


0.03



(0.45
)Dividends declared per common share


0.09



0.09



0.01



0.01



0.20  80




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosures    Item 9A.
    Controls
    and Procedures  1.
    Disclosure
    Controls and Procedures    Rules 13a-15(e) 15d-15(e) Rule 13a-15
  Form 10-K
  2.
    Internal
    Control over Financial Reporting        Form 10-K Form 10-K. Form 10-K
 81




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##### Table of Contents



3.
    Changes
    in Internal Control over Financial Reporting    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers, Promoters and Control Persons of the
    Registrant  Form 10-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Equity
    Compensation Plan Table
  Number ofSecuritiesNumber of



Remaining AvailableSecurities to be

Weighted-

for Future IssuanceIssued Upon

Average Exercise

under EquityExercise of

Price of

Compensation PlansOutstanding

Outstanding

Excluding SecuritiesOptions, Warrants

Options, Warrants

Reflected in ColumnPlan Category

and Rights(1)

and Rights

(a)(a)

(b)

(c)Equity compensation plans approved by security holders


105,500


$
14.42



407,648
(2)Equity compensation plans not approved by security holders(3)


92,500


$
18.05Total


198,000


$
16.11



407,648  82




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##### Table of Contents



(1)
    
    Consists of common shares of the Corporation issuable upon
    outstanding options.(2)
    
    Represents shares available for grant under the LNB Bancorp,
    Inc. 2006 Stock Incentive Plan. The LNB Bancorp, Inc. 2006 Stock
    Incentive Plan allows for the granting of an aggregate of
    600,000 common shares in the form of awards under the plan, no
    more than 400,000 of which may be granted in the form of stock
    options and no more than 200,000 of which may be granted in the
    form of restricted shares.(3)
    
    All common shares included in equity compensation plans not
    approved by shareholders are covered by outstanding options
    awarded to two current officers 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. Daniel E. Klimas was granted stock options on
    February 1, 2005, February 1, 2006, and
    February 1, 2007 each to purchase 30,000 shares which
    vested in 10,000 share increments on the first, second and
    third anniversaries of the date of grant. Frank A. Soltis was
    granted an option to purchase 2,500 shares on June 27,
    2005 which vested on the first year anniversary of the date of
    grant. Each option may be exercised for a term of 10 years
    from the date the option vests, 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 equal to
    fair market value of the common shares at the date of grant. The
    stock option for 30,000 shares awarded to Mr. Klimas
    on February 1, 2005 has an exercise price of $19.17 per
    share, the stock option for 30,000 shares awarded to
    Mr. Klimas on February 1, 2006 has an exercise price
    of $19.10 per share, the stock option for 30,000 shares
    awarded to Mr. Klimas on February 1, 2007 has an
    exercise price of $16.00 per share and the stock option for
    2,500 shares awarded to Mr. Soltis has an exercise
    price of $16.50 per share. The options expire 10 years from
    the date of grant.  Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accounting Fees and Services   83




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Consolidated Financial Statements included under
    Item 8. Form 10-K:
  Report of Independent Registered Public
    Accounting Firm


43Consolidated Balance Sheets December 31,
    2010 and 2009


44Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


45Consolidated Statements of Shareholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008


46Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


47Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2010, 2009 and 2008


48   Financial Statement
    Schedules
  Exhibits Form 10-K
   84




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##### Table of Contents



Exhibit Index  S-KReferenceNumber

Exhibit3(a)

LNB Bancorp, Inc. Second Amended Articles of Incorporation.
    Incorporated by reference herein from Exhibit 3(a) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.3(b)

Certificate of Amendment to the Amended Articles of
    Incorporation, filed with the Ohio Secretary of State on
    December 11, 2008. Incorporated by reference herein from
    Exhibit 3.1 of the Corporations
    Form 8-K
    filed on December 17, 2008.3(c)

Certificate of Amendment to Amended Articles of Incorporation,
    filed with the Ohio Secretary of State on October 25, 2010.
    Incorporated by reference herein from Exhibit 3.1 of the
    Corporations
    Form 8-K
    filed on October 25, 2010.3(d)

LNB Bancorp, Inc. Amended Code of Regulations. Incorporated by
    reference herein from Appendix A to the Corporations
    Definitive Proxy Statement on Schedule 14A filed
    March 16, 2007.4(a)

Rights Agreement between LNB Bancorp, Inc. and Registrar and
    Transfer Company, as rights agent, dated October 25, 2010,
    including the Form of Right Certificate and the Summary of
    Rights to Purchase Preferred Shares. Incorporated by reference
    herein from Exhibit 4.1 of the Corporations
    Form 8-K
    filed on October 25, 2010.4(b)

Indenture, dated as of May 9, 2007, by and between LNB
    Bancorp, Inc. and Wells Fargo Bank, National Association, as
    Trustee, relating to floating rate Junior Subordinated Debt
    Securities Due June 15, 2037. Incorporated by reference
    herein from Exhibit 4.1 of the Corporations
    Form 10-Q
    for the fiscal quarter ended June 30, 2007.4(c)

Indenture, dated as of May 9, 2007, by and between LNB
    Bancorp, Inc. and Wells Fargo Bank, National Association, as
    Trustee, relating to fixed rate Junior Subordinated Debt
    Securities Due June 15, 2037. Incorporated by reference
    herein from Exhibit 4.2 of the Corporations
    Form 10-Q
    for the fiscal quarter ended June 30, 2007.4(d)

Amended and Restated Declaration of Trust of LNB Trust I,
    dated as of May 9, 2007. Incorporated by reference herein
    from Exhibit 4.3 of the Corporations
    Form 10-Q
    for the fiscal quarter ended June 30, 2007.4(e)

Amended and Restated Declaration of Trust of LNB Trust II,
    dated as of May 9, 2007. Incorporated by reference herein
    from Exhibit 4.4 of the Corporations
    Form 10-Q
    for the fiscal quarter ended June 30, 2007.4(f)

Amendment No. 1 to Amended and Restated Declaration of
    Trust of LNB Trust I, dated as of August 4, 2010.
    Incorporated by reference herein from Exhibit 99.2 of the
    Corporations
    Form 8-K
    filed on August 6, 2010.4(g)

First Supplemental Indenture, dated as of August 4, 2010,
    between the Company and Wells Fargo Bank, National Association.
    Incorporated by reference herein from Exhibit 99.3 of the
    Corporations
    Form 8-K
    filed on August 6, 2010.4(h)

Amendment No. 1 to Amended and Restated Declaration of
    Trust of LNB Trust II, dated as of August 4, 2010.
    Incorporated by reference herein from Exhibit 99.4 of the
    Corporations
    Form 8-K
    filed on August 6, 2010.4(i)

First Supplemental Indenture, dated as of August 4, 2010,
    between the Company and Wells Fargo Bank, National Association.
    Incorporated by reference herein from Exhibit 99.5 of the
    Corporations
    Form 8-K
    filed on August 6, 2010.4(j)

Form of Warrant for Purchase of Shares of Common Stock.
    Incorporated by reference herein from Exhibit 4.1 of the
    Corporations
    Form 8-K
    filed on December 17, 2008.10(a)*

Form of Stock Appreciation Rights Agreement. Incorporated by
    reference herein from Exhibit 10.1 to the
    Corporations
    Form 8-K
    filed January 25, 2006.10(b)*

LNB Bancorp, Inc. Stock Appreciation Rights Plan, as restated.
    Incorporated by reference herein from Exhibit 10.2 of the
    Corporations
    Form 8-K
    filed on December 18, 2009.10(c)*

Stock Option Agreement, effective as of June 27, 2005,
    between the Corporation and Frank A. Soltis. Incorporated by
    reference herein from Exhibit 10.2 to the
    Corporations quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2005. 85




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##### Table of Contents



S-KReferenceNumber

Exhibit10(d)*

Employment Agreement by and between Daniel E. Klimas and LNB
    Bancorp, Inc. dated January 28, 2005. Incorporated by
    reference herein from Exhibit 10(a) to the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2004.10(e)*

Amendment to Employment Agreement by and between Daniel E.
    Klimas and LNB Bancorp, Inc, dated as of July 16, 2008.
    Incorporated by reference herein from Exhibit 10.1 of the
    Corporations
    Form 8-K
    filed on July 18, 2008.10(f)*

Amendment to Employment Agreement by and between Daniel E.
    Klimas and LNB Bancorp, Inc, dated as of December 12, 2008.
    Incorporated by reference herein from Exhibit 10(f) to the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2008.10(g)*

Amendment to Employment Agreement by and between Daniel E.
    Klimas and LNB Bancorp, Inc, dated as of December 15, 2009.
    Incorporated by reference herein from Exhibit 10.3 of the
    Corporations
    Form 8-K
    filed on December 18, 2009.10(h)

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. Incorporated by
    reference herein from Exhibit (10a) to the Corporations
    Form 10-K
    for the year ended December 31, 2003.10(i)*

The Lorain National Bank Retirement Pension Plan amended and
    restated effective December 31, 2002, dated
    November 19, 2002. Incorporated by reference herein from
    Exhibit 10 to the Corporations annual report on
    Form 10-K
    for the year ended December 31, 2002.10(j)

Lorain National Bank Group Term Carve Out Plan dated
    August 7, 2002. Incorporated by reference herein from
    Exhibit 10(a) to the Corporations quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2002.10(k)

Restated and Amended Employment Agreement by and between Gary C.
    Smith and LNB Bancorp, Inc, and The Lorain National Bank dated
    December 22, 2000. Incorporated by reference herein from
    Exhibit 10(a) to the Corporations
    Form 10-K
    for the year ended December 31, 2001.10(l)

Supplemental Retirement Benefits Agreement by and between Gary
    C. Smith and LNB Bancorp, Inc, and The Lorain National Bank
    dated December 22, 2000. Incorporated by reference herein
    from Exhibit 10(n) of the Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(m)

Amended Supplemental Retirement Agreement by and between Thomas
    P. Ryan and LNB Bancorp, Inc. and The Lorain National Bank dated
    December 23, 2000. Incorporated by reference herein from
    Exhibit 10(o) of the Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(n)

Amended Supplemental Retirement Agreement by and between Gregory
    D. Friedman and LNB Bancorp, Inc. and The Lorain National Bank
    dated December 23, 2000. Incorporated by reference herein
    from Exhibit 10(p) of the Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(o)*

Amended Supplemental Retirement Agreement by and between James
    F. Kidd and The Lorain National Bank dated June 15, 1999.
    Incorporated by reference herein from Exhibit 10(q) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(p)*

Supplemental Retirement Agreement by and between James F. Kidd
    and The Lorain National Bank dated July 30, 1996.
    Incorporated by reference herein from Exhibit 10(t) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(q)

Supplemental Retirement Agreement by and between Thomas P. Ryan
    and The Lorain National Bank dated July 30, 1996.
    Incorporated by reference herein from Exhibit 10(u) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(r)

Supplemental Retirement Agreement by and between Gregory D.
    Friedman and The Lorain National Bank dated July 30, 1996.
    Incorporated by reference herein from Exhibit 10(v) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(s)

Agreement To Join In The Filing of Consolidated Federal Income
    Tax Returns between LNB Bancorp, Inc. and The Lorain National
    Bank dated February 27, 2004. Incorporated by reference
    herein from Exhibit 10(w) of the Corporations
    Form 10-K
    for the fiscal year ended December 31, 2005.10(t)*

LNB Bancorp, Inc. 2006 Stock Incentive Plan, as restated.
    Incorporated by reference herein from Exhibit 10.1 of the
    Corporations
    Form 8-K
    filed on December 18, 2009. 86




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##### Table of Contents



S-KReferenceNumber

Exhibit10(u)*

2008 Management Incentive Plan for Key Executives, as restated.
    Incorporated by reference herein from Exhibit 10(ee) of the
    Corporations
    Form 10-K
    for the fiscal year ended December 31, 2008.10(v)

Guarantee Agreement, dated as of May 9, 2007, by and
    between LNB Bancorp, Inc. and Wells Fargo Bank, National
    Association, as Trustee, relating to securities of LNB
    Trust I. Incorporated by reference herein from
    Exhibit 10. 1 of the Corporations Form 1
    0-Q for the
    fiscal quarter ended June 30, 2007.10(w)

Guarantee Agreement, dated as of May 9, 2007, by and
    between LNB Bancorp, Inc. and Wells Fargo Bank, National
    Association, as Trustee, relating to securities of LNB
    Trust II. Incorporated by reference herein from
    Exhibit 10.2 of the Corporations
    Form 10-Q
    for the fiscal quarter ended June 30, 2007.10(x)*

Form of Nonqualified Stock Option Agreement under the LNB
    Bancorp, Inc. 2006 Stock Incentive Plan. Incorporated by
    reference herein from Exhibit 10.1 of the
    Corporations
    Form 8-K
    filed February 6, 2008.10(y)

Letter Agreement, dated December 12, 2008, between the
    Corporation and the U.S. Treasury, which includes the Securities
    Purchase Agreement  Standard Terms attached thereto,
    with respect to the issuance and sale of the Series B
    Preferred Stock and Warrant. Incorporated by reference herein
    from Exhibit 10.1 of the Corporations
    Form 8-K
    filed on December 17, 2008.10(z)*

2009 Management Incentive Plan for Key Executives, as restated.
    Incorporated by reference herein from Exhibit 10.1 of the
    Corporations
    Form 8-K
    filed on November 10, 2009.10(aa)*

Form of Restricted Stock Agreement under the LNB Bancorp, Inc.
    2006 Stock Incentive Plan. Incorporated by reference herein from
    Exhibit 10.1 of the Corporations
    Form 8-K
    filed February 25, 2010.10(bb)

Exchange Agreement, dated as of August 4, 2010.
    Incorporated by reference herein from Exhibit 10.1 of the
    Corporations
    Form 8-K
    filed on August 6, 2010.21.1

Subsidiaries of LNB Bancorp, Inc.23.1

Consent of Plante & Moran, PLLC.31.1

Certification of the Chief Executive Officer Pursuant to
    Rule 13a-14(a)/15-d-14(a).31.2

Certification of the Chief Financial Officer Pursuant to
    Rule 13a-14(a)/15-d-14(a).32.1

Certification of the Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Enacted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of the Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Enacted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.99.1

Certification of the Chief Executive Officer Pursuant to
    Sections 101(a)(1), 101(c)(5), and 111 of the Emergency
    Economic Stabilization Act of 2008, as Amended by the American
    Recovery and Reinvestment Act of 2009.99.2

Certification of the Chief Financial Officer Pursuant to
    Sections 101(a)(1), 101(c)(5), and 111 of the Emergency
    Economic Stabilization Act of 2008, as Amended by the American
    Recovery and Reinvestment Act of 2009.     *
    
    Management contract, compensatory plan or arrangement 87




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##### Table of Contents



SIGNATURES        By:
    /s/  
    Gary J. Elek   Chief Financial Officer
    /s/  Daniel
    E. KlimasDaniel
    E. Klimas

President and Chief Executive Officer and Director (Principal
    Executive Officer)

March 11, 2011/s/  Gary
    J. ElekGary
    J. Elek

Chief Financial Officer (Principal Financial and Accounting
    Officer)

March 11, 2011/s/  James
    R. HerrickJames
    R. Herrick

Chairman and Director

March 11, 2011/s/  Terry
    D. GoodeTerry
    D. Goode

Vice Chairman and Director

March 11, 2011/s/  Robert
    M. CampanaRobert
    M. Campana

Director

March 11, 2011/s/  J.
    Martin ErbaughJ.
    Martin Erbaugh

Director

March 11, 2011/s/  Lee
    C. HowleyLee
    C. Howley

Director

March 11, 2011/s/  Daniel
    G. MerkelDaniel
    G. Merkel

Director

March 11, 2011/s/  Benjamin
    G. NortonBenjamin
    G. Norton

Director

March 11, 2011/s/  Thomas
    P. PerciakThomas
    P. Perciak

Director

March 11, 2011/s/  Jeffrey
    F. RiddellJeffrey
    F. Riddell

Director

March 11, 2011/s/  John
    W. Schaeffer, M.D.John
    W. Schaeffer, M.D.

Director

March 11, 2011/s/  Donald
    F. ZwillingDonald
    F. Zwilling

Director

March 11, 2011  88