##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number 000-51264
 Western Reserve Bancorp, Inc.
  Ohio
    
    31-1566623(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)4015 Medina Road, Suite 100, Medina, Ohio
    
    44256(Address of principal executive offices)
    
    (Zip Code)
 (330) 764-3131
 None
 Common stock, no par value, $1.00 stated value
  o Yes þ No
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(do not check if a smaller reporting company)
 o þ




---



TABLE OF CONTENTS  PART IItem 1. Description of BusinessItem 1. Business-Statistical DisclosureItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. Description of PropertyItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis and Results of OperationsItem 8. Financial StatementsItem 9. Changes in, and Disagreements With, Accountants on Accounting and Financial DisclosureItem 9A(T). Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEXHIBIT INDEXExhibit 13Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 
 PART I
 
 
 Item 1. Description of Business
 General
       www.westernreservebank.com
 Business Strategy
   2




---



##### Table of Contents



Employees
  Reports to Security Holders
  SUPERVISION AND REGULATION
 General
   3




---



##### Table of Contents



The Company
 General
 Investments and Activities
 Affiliate Transactions
 Control Acquisitions
 Gramm-Leach-Bliley Act
  4




---



##### Table of Contents



The Sarbanes-Oxley Act of 2002
 www.westernreservebank.com
 The Bank
 General
 Deposit Insurance
    5




---



##### Table of Contents



Capital Requirements .
      6




---



##### Table of Contents



Dividends
  Branching Authority de novo
   7




---



##### Table of Contents



Depositor Preference
 Privacy Provisions of Gramm-Leach-Bliley Act
 Federal Home Loan Bank
  Anti-Money Laundering Provisions of the USA Patriot Act of 2001
 Fiscal and Monetary Policies
  8




---



##### Table of Contents



Additional and Pending Regulation
   9




---



##### Table of Contents



Item 1. Business-Statistical Disclosure
 I.
    
    DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS EQUITY; INTEREST RATES AND INTEREST
DIFFERENTIALThe information on contained in the Companys 2008 Annual Report to Shareholders under the
caption Net Interest Income of Managements Discussion and Analysis is incorporated by
reference.II.
    
    INVESTMENT PORTFOLIOThe estimated fair values of securities available for sale at December 31, 2008 and 2007 are
as follows:
 Gross
    
    
    Gross
    
    
    WeightedFair
    
    
    Unrealized
    
    
    Unrealized
    
    
    AverageValue
    
    
    Gains
    
    
    Losses
    
    
    Yield2008U.S. Government sponsored agencies
    
    $
    516,032
    
    
    $
    16,032
    
    
    $
    
    
    
    
    5.25
    %Mortgage-backed
    
    
    5,378,328
    
    
    
    191,220
    
    
    
    (1,884
    )
    
    
    5.07
    %Municipal
    
    
    4,319,962
    
    
    
    75,183
    
    
    
    (17,093
    )
    
    
    5.60
    %(1)$
    10,214,322
    
    
    $
    282,435
    
    
    $
    (18,977
    )
    
    
    5.31
    %2007U.S. Government sponsored agencies
    
    $
    2,505,915
    
    
    $
    6,412
    
    
    $
    (518
    )
    
    
    4.82
    %Mortgage-backed
    
    
    3,931,094
    
    
    
    54,803
    
    
    
    (5,483
    )
    
    
    5.29
    %Municipal
    
    
    4,545,956
    
    
    
    46,929
    
    
    
    (12,181
    )
    
    
    5.53
    %(1)$
    10,982,965
    
    
    $
    108,144
    
    
    $
    (18,182
    )
    
    
    5.28
    %
 Maturities of Investment Securities
 Due in one
    
    
    Due in five
    
    
    Greaterto five years
    
    
    to ten years
    
    
    than ten yearsWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageAmount
    
    
    Yields
    
    
    Amount
    
    
    Yields
    
    
    Amount
    
    
    YieldsU.S. Government
sponsored agencies
    
    $
    
    
    
    
    
    
    
    $
    516,032
    
    
    
    5.25
    %
    
    $
    
    
    
    
    Mortgage-backed
    
    
    
    
    
    
    
    
    
    
    527,675
    
    
    
    5.35
    
    
    
    4,850,653
    
    
    
    5.04
    %Municipal
    
    
    349,998
    
    
    
    5.27
    (1)
    
    
    2,363,131
    
    
    
    5.63
    (1)
    
    
    1,606,833
    
    
    
    5.64
    (1)$
    349,998
    
    
    
    5.27
    %
    
    $
    3,406,838
    
    
    
    5.53
    %
    
    $
    6,457,486
    
    
    
    5.19
    %
 (1)
    
    Fully tax-equivalent based on federal income tax structure applicable at December
31, 2008 and 2007.   10




---



##### Table of Contents



III.
    
    LOAN PORTFOLIO
 A.
    
    Types of Loans  Total loans on the balance sheet are comprised of the
following classifications at December 31, 2008 and 2007.
 2008
    
    
    2007Commercial
    
    $
    127,707,591
    
    
    $
    110,433,677Home equity lines of credit
    
    
    7,734,516
    
    
    
    6,663,412Residential mortgage and construction
    
    
    1,277,501
    
    
    
    1,513,902Consumer installment
    
    
    3,298,283
    
    
    
    2,985,560Purchased auto loans
    
    
    3,577,953
    
    
    
    Other
    
    
    29,587
    
    
    
    31,506$
    143,625,431
    
    
    $
    121,628,057
   B.
    
    Maturities and Sensitivities of Loans to Changes in Interest Rates  The
following table shows the maturity distribution and sensitivity to changes in interest
rates of loans outstanding as of December 31, 2008. Fixed rate loans are presented based
on their maturity date, and variable rate loans with floating or adjustable interest
rates are included based on their earliest repricing opportunity.
 Loan Maturities and Sensitivity to Changes in Interest Rates
 Within
    
    
    One to
    
    
    Afterone year
    
    
    five years
    
    
    five years
    
    
    TotalCommercial
    
    $
    70,928,629
    
    
    $
    54,751,872
    
    
    $
    2,027,090
    
    
    $
    127,707,591Home equity lines of credit
    
    
    7,734,516
    
    
    
    
    
    
    
    
    
    
    
    7,734,516Residential mortgage
and construction
    
    
    246,984
    
    
    
    663,534
    
    
    
    366,983
    
    
    
    1,277,501Consumer installment
    
    
    2,882,623
    
    
    
    350,088
    
    
    
    65,572
    
    
    
    3,298,283Purchased auto loans
    
    
    
    
    
    
    1,880,753
    
    
    
    1,697,200
    
    
    
    3,577,953Other
    
    
    29,587
    
    
    
    
    
    
    
    
    
    
    
    29,587$
    81,822,339
    
    
    $
    57,646,247
    
    
    $
    4,156,845
    
    
    $
    143,625,431
   11




---



##### Table of Contents



III.
    
    LOAN PORTFOLIO(Continued)
 C.
    
    Risk Elements
 1.
    
    Nonaccrual, Past Due, Restructured and Impaired Loans  The following
schedule summarizes nonaccrual, past due, restructured and impaired loans at
December 31.
 2008
    
    
    2007(a) Loans accounted for on a nonaccrual basis
    
    $
    1,657,328
    
    
    $
    720,356(b) Accruing loans which are contractually past due 90
days or more as to interest or principal payments
    
    
    
    
    
    
    (c) Loans not included in (a) or (b) which are
Troubled Debt Restructurings as defined by
Statement of Financial Accounting Standards No. 15
    
    
    
    
    
    
    (d) Other loans defined as impaired
    
    
    
    
    
    
    $
    1,657,328
    
    
    $
    720,356Percentage of allowance to non-performing loans
    
    
    105
    %
    
    
    223
    %
   12




---



##### Table of Contents



III.
    
    LOAN PORTFOLIO(Continued)
 2008Gross interest income that would have been recorded in 2008 on nonaccrual loans outstanding at
December 31, 2008 if the loans had been current, in accordance with their original terms and
had been outstanding throughout the period or since origination if held for part of the period
    
    $
    127,901Interest income actually recorded on nonaccrual loans and included in
net income for the period
    
    
    6,807Interest income not recognized during the period
    
    $
    121,094
   2.
    
    Potential Problem LoansAs of December 31, 2008, in addition to the $1,657,328 of loans reported under Item
III, C.1., there are no other outstanding loans where known information about
possible credit problems of the borrowers causes management to have serious doubts as
to the ability of such borrowers to comply with the present loan repayment terms and
which may result in disclosure of such loans pursuant to Item III. C.1 at some future
date. There were no loans classified for regulatory purposes as loss, doubtful or
substandard that have not been disclosed in Section 1 above.3.
    
    Foreign Loans OutstandingNone4.
    
    Loan ConcentrationsAs of December 31, 2008, commercial loans to entities classified as real estate
holding companies comprise approximately $42,278,000, or 29.4% of the total loan
portfolio. However, this category includes a significant proportion of loans for
buildings that are owner-occupied, and that are classified as real estate holding
companies solely because the owner of the operating company has formed a real estate
holding company for the single purpose of owning the building that they then lease to
their operating company.
 D.
    
    Other Interest-Bearing AssetsThere are no other interest-bearing assets as of December 31, 2008 that would be required
to be disclosed under Item III. C.1 or 2 if such assets were loans.
  13




---



##### Table of Contents



IV.
    
    SUMMARY OF LOAN LOSS EXPERIENCE
 A.
    
    The following schedule presents an analysis of the allowance for loan losses,
average loan data and related ratios for the years ended December 31:
 2008
    
    
    2007LoansLoans outstanding at end of period
    
    $
    143,625,431
    
    
    $
    121,628,057Average loans outstanding during period
    
    $
    135,848,093
    
    
    $
    116,805,656Allowance for loan lossesBalance at beginning of period
    
    $
    1,605,766
    
    
    $
    1,588,217Loans charged-offCommercial
    
    
    351,899
    
    
    
    202,300Home equity lines of credit
    
    
    
    
    
    
    Residential mortgage and construction
    
    
    
    
    
    
    Consumer installment
    
    
    24,309
    
    
    
    1,368Purchased auto loans
    
    
    18,502
    
    
    
    394,710
    
    
    
    203,668Recoveries of loans previously charged-off
Commercial
    
    
    2,422
    
    
    
    104,795Residential mortgage and construction
    
    
    
    
    
    
    Consumer installment
    
    
    818
    
    
    
    220Credit card
    
    
    
    
    
    
    3,240
    
    
    
    105,015Net loans charged-off
    
    
    391,470
    
    
    
    98,653Provision for loan losses
    
    
    529,174
    
    
    
    116,202Balance at end of period
    
    $
    1,743,470
    
    
    $
    1,605,766Ratio of net charge-offs during the period
to average loans outstanding during the period
    
    
    0.29
    %
    
    
    0.08
    %
  B.
    
    The following schedule is a breakdown of the allowance for loan losses allocated by
type of loan and related ratios.
 Percentage of Loans inEach Category toAllowance Amount
    
    
    Total Loans2008
    
    
    2007
    
    
    2008
    
    
    2007Commercial
    
    $
    1,596,336
    
    
    $
    1,550,730
    
    
    
    88.9
    %
    
    
    90.8
    %Home equity lines of credit
    
    
    78,240
    
    
    
    33,118
    
    
    
    5.4
    
    
    
    5.5Residential mortgage & construction
    
    
    23,491
    
    
    
    5,241
    
    
    
    0.9
    
    
    
    1.2Installment and credit card
loans to individuals
    
    
    17,522
    
    
    
    16,442
    
    
    
    2.3
    
    
    
    2.5Purchased auto loans
    
    
    26,797
    
    
    
    
    
    
    
    2.5
    
    
    
    Unallocated
    
    
    1,084
    
    
    
    235
    
    
    
    0.0
    
    
    
    0.0Total
    
    $
    1,743,470
    
    
    $
    1,605,766
    
    
    
    100.0
    %
    
    
    100.0
    %
  14




---



##### Table of Contents



IV.
    
    SUMMARY OF LOAN LOSS EXPERIENCE(Continued)
  V.
    
    DEPOSITS
  2008
    
    
    2007Average
    
    
    Average
    
    
    Average
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNoninterest bearing demand deposits
    
    $
    17,228,875
    
    
    
    0.00
    %
    
    $
    15,569,503
    
    
    
    0.00
    %Interest bearing demand deposits
    
    
    7,010,024
    
    
    
    0.65
    
    
    
    6,435,294
    
    
    
    1.00Savings and money market accounts
    
    
    76,519,854
    
    
    
    1.33
    
    
    
    73,089,677
    
    
    
    4.63Certificates of deposit and IRAs
    
    
    43,999,451
    
    
    
    3.30
    
    
    
    40,857,055
    
    
    
    4.48$
    144,758,204
    
    
    
    1.98
    
    
    $
    135,951,529
    
    
    
    3.88
  Three months or less
    
    $
    5,730,050Over three through six months
    
    
    2,699,112Over six through twelve months
    
    
    10,961,029Over twelve months
    
    
    11,111,074$
    30,501,265
 VI.
    
    RETURN ON EQUITY AND ASSETS
  2008
    
    
    2007Average total assets
    
    $
    165,171,000
    
    
    $
    153,374,000Average shareholders equity
    
    $
    14,294,000
    
    
    $
    13,345,000Net income
    
    $
    453,308
    
    
    $
    817,214Return on average total assets
    
    
    0.27
    %
    
    
    0.53
    %Return on average shareholders equity
    
    
    3.17
    %
    
    
    6.12
    %Cash dividends declared
    
    $
    0.00
    
    
    $
    0.00Dividend payout percentage
    
    
    n/a
    
    
    
    n/aAverage shareholders equity to average total assets
    
    
    8.65
    %
    
    
    8.70
    %
 VII.
    
    SHORT-TERM BORROWINGSThe Company did not have any reportable categories of short-term borrowings during or at the end of the reported periods.
  15




---



##### Table of Contents



Item 1A. Risk Factors
  
 
 Item 1B. Unresolved Staff Comments
  
 
 Item 2. Description of Property
    de
minimis
  
 
 Item 3. Legal Proceedings
  
 
 Item 4. Submission of Matters to a Vote of Security Holders
   16




---



##### Table of Contents



PART II
 
 
 Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
  2008
    
    High
    
    
    LowFourth quarter
    
    $
    15.00
    
    
    $
    15.00Third quarter
    
    $
    19.50
    
    
    $
    19.50Second quarter
    
    $
    19.25
    
    
    $
    19.25First quarter
    
    $
    22.50
    
    
    $
    22.50
 2007
    
    High
    
    
    LowFourth quarter
    
    $
    26.05
    
    
    $
    24.10Third quarter
    
    $
    29.00
    
    
    $
    29.00Second quarter
    
    $
    28.65
    
    
    $
    28.65First quarter
    
    $
    31.50
    
    
    $
    31.50
     
 
 Item 6. Selected Financial Data
   17




---



##### Table of Contents



Item 7. Managements Discussion and Analysis and Results of Operations
  
 
 Item 8. Financial Statements
  Report of Independent Registered Public Accounting FirmConsolidated Balance SheetsConsolidated Statements of IncomeConsolidated Statements of Changes in Shareholders EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements
 
 
 Item 9. Changes in, and Disagreements With, Accountants on Accounting and Financial
Disclosure
  
 
 Item 9A(T). Controls and Procedures
  Internal ControlIntegrated Framework Guidance for Smaller Public
Companies
  /s/ Edward J. McKeon
    
    /s/ Cynthia A. MahlEdward J. McKeon
    
    Cynthia A. MahlPresident and
    
    Executive Vice President andChief Executive Officer
    
    Chief Financial Officer
  
 
 Item 9B. Other Information
   18




---



##### Table of Contents



PART III
 
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors, Executive Officers, Promoters and Control Persons:
 A.
    
    Directors. The information contained in the Companys Proxy Statement under the caption
Election of Directors is incorporated by reference.B.
    
    Executive Officers. The information contained in the Companys Proxy Statement under the
caption Summary Compensation Table is incorporated by reference.C.
    
    Certain Significant Employees. None.D.
    
    Family Relationships. None.E.
    
    Business Experience. The information contained in the Companys Proxy Statement under the
caption Election of Directors is incorporated by reference.F.
    
    Involvement in Certain Legal Proceedings. None.G.
    
    Promoters and Control Persons. None.
 Section 16(a) Beneficial Ownership Reporting Compliance.
  Code of Ethics
 www.westernreservebank.com
 Corporate Governance
    19




---



##### Table of Contents



Item 11. Executive Compensation
  
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
     Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensationexercise of outstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants and
    
    
    outstanding options,
    
    
    securities reflected inrights
    
    
    warrants and rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders
    
    
    0
    
    
    
    n/a
    
    
    
    0Equity compensation plans not
approved by security holders
    
    
    106,136
    
    
    $
    18.70
    
    
    
    0Total
    
    
    106,136
    
    
    $
    18.70
    
    
    
    0
   
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 
 Item 14. Principal Accountant Fees and Services
   20




---



##### Table of Contents



PART IV
 
 
 Item 15. Exhibits, Financial Statement Schedules
   21




---



##### Table of Contents



SIGNATURES
  WESTERN RESERVE BANCORP, INC.By:
    /s/ Edward J. McKeonEdward J. McKeon, President,Chief Executive Officer and Director  /s/ P.M. Jones

P.M. Jones, Chairman of the Board
    
    /s/ Edward J. McKeon

Edward J. McKeon, President, Chief
Executive Officer and Director/s/ Roland H. Bauer

Roland H. Bauer, Director
    
    /s/ Bijay K. Jayaswal

Bijay K. Jayaswal, Director/s/ Ray E. Laribee

Ray E. Laribee, Director
    
    /s/ C. Richard Lynham

C. Richard Lynham, Director/s/ R. Hal Nichols

R. Hal Nichols, Director
    
    /s/ Rory H. ONeil

Rory H. ONeil, Director/s/ Michael R. Rose

Michael R. Rose, Director
    
    /s/ Glenn M. Smith

Glenn M. Smith, Director/s/ Thomas A. Tubbs

Thomas A. Tubbs, Director
    
    /s/ Cynthia A. Mahl

Cynthia A. Mahl, Executive Vice
President and Principal Financial and
Accounting Officer
  22




---



##### Table of Contents



WESTERN RESERVE BANCORP, INC.
 
 
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibits3.1
    
    
    Amended and Restated Articles of Incorporation of Western
Reserve Bancorp, Inc. (incorporated by reference to the
Companys Report on Form 10-QSB filed with the Commission on
August 14, 2007)3.2
    
    
    Code of Regulations of Western Reserve Bancorp, Inc.
(incorporated by reference to the Companys Report on Form
SB-2 filed with the Commission on December 29, 1997)10.1
    
    
    Employment Agreement of Edward J. McKeon, Dated December 15,
2005. (incorporated by reference to the Companys Report on
Form 8-K filed with the Commission on December 19, 2005)10.2
    
    
    Lease Agreement by and between Michael Rose DBA Washington
Properties and Western Reserve Bancorp, Inc. (incorporated by
reference to the Companys Report on Form 10-KSB filed with
the Commission on March 31, 1999)10.3
    
    
    Western Reserve Bancorp, Inc. 1998 Stock Option Plan, Amended
and Restated as of August 21, 2008 (incorporated by reference
to the Companys Report on Form 8-K filed with the Commission
on August 26, 2008)10.4
    
    
    Agreement by and between Western Reserve Bancorp, Inc. and
Brian K. Harr, dated June 18, 2001, as amended February 20,
2002 (incorporated by reference to the Companys Report on
Form 10-KSB filed with the Commission on March 28, 2003)10.5
    
    
    Agreement by and between Western Reserve Bancorp, Inc. and
Cynthia A. Mahl, dated June 18, 2001, as amended February 20,
2002 (incorporated by reference to the Companys Report on
Form 10-KSB filed with the Commission on March 28, 2003)10.6
    
    
    Loan Agreement between Western Reserve Bancorp, Inc. and TCF
National Bank, dated May 5, 2003 (incorporated by reference to
the Companys Report on Form 10-QSB filed with the Commission
on August 14, 2003)10.7
    
    
    Western Reserve Bank Supplemental Executive Retirement Plan,
Amended and Restated as of December 21, 2006 (incorporated by
reference to the Companys Report on Form 8-K filed with the
Commission on December 27, 2006)10.8
    
    
    Western Reserve Bancorp, Inc. Employee Stock Purchase Plan
(incorporated by reference to the Companys Report on Form
10-QSB filed with the Commission on November 14, 2003)10.9
    
    
    Lease Agreement by and between Western Reserve of Brecksville,
LLC and Western Reserve Bank (incorporated by reference to the
Companys Report on Form 10-KSB filed with the Commission on
March 30, 2005)10.10
    
    
    First amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated March 31,
2005 (incorporated by reference to the Companys Report on
Form 10-QSB filed with the Commission on May 16, 2005)10.11
    
    
    Second amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated June 30,
2005 (incorporated by reference to the Companys Report on
Form 10-QSB filed with the Commission on August 15, 2005)10.12
    
    
    Western Reserve Bancorp, Inc. and Western Reserve Bank
Executive Incentive Compensation Plan, Amended and Restated as
of May 1, 2008 (incorporated by reference to the Companys
Report on Form 8-K filed with the Commission on May 7, 2008)
  23




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibits10.13
    
    
    Third amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated July 20,
2006 (incorporated by reference to the Companys Report on
Form 10-QSB filed with the Commission on November 14, 2006)10.14
    
    
    Fourth amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated February 6,
2007 (incorporated by reference to the Companys Report on
Form 10-QSB filed with the Commission on August 14, 2007)10.15
    
    
    Fifth Amendment to the Loan Agreement and Waiver by and
between Western Reserve Bancorp, Inc. and TCF National Bank,
dated June 21, 2007 (incorporated by reference to the
Companys Report on Form 10-QSB filed with the Commission on
August 14, 2007)10.16
    
    
    Sixth Amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated September
28, 2007 (incorporated by reference to the Companys Report on
Form 10-QSB filed with the Commission on November 14, 2007)10.17
    
    
    Seventh Amendment to the Loan Agreement by and between Western
Reserve Bancorp, Inc. and TCF National Bank, dated July 18,
2008 (incorporated by reference to the Companys Report on
Form 10-Q filed with the Commission on November 14, 2008)10.18
    
    
    Form of Amendment to the Western Reserve Bancorp, Inc. Stock
Option Grant Agreement as of October 16, 2008 (incorporated by
reference to the Companys Report on Form 8-K filed with the
Commission on October 22, 2008)11
    
    
    Statement re: Computation of Per Share Earnings (incorporated
by reference to the Companys 2008 Annual Report to
Shareholders)13
    
    
    2008 Annual Report to Shareholders (Except for sections
incorporated by reference into this Form 10-K, the Annual
Report to Shareholders shall not be deemed to be filed with
the Commission.)21
    
    
    Subsidiary of Western Reserve Bancorp, Inc.23
    
    
    Consent of Crowe Horwath LLP31.1
    
    
    Certification under Section 302 of the Sarbanes-Oxley Act by
Edward J. McKeon, President and Chief Executive Officer31.2
    
    
    Certification under Section 302 of the Sarbanes-Oxley Act by
Cynthia A. Mahl, Executive Vice President and Chief Financial
Officer32.1
    
    
    Certification under Section 906 of the Sarbanes-Oxley Act by
Edward J. McKeon, President and Chief Executive Officer32.2
    
    
    Certification under Section 906 of the Sarbanes-Oxley Act by
Cynthia A. Mahl, Executive Vice President and Chief Financial
Officer
  24