Exhibit 10.3
    

    

    

    
      DANIEL E. KLIMAS

AMENDMENT TO
      EMPLOYMENT AGREEMENT 
    

    

    

    
      This Amendment to Employment Agreement (this “Amendment”) is made at
      Lorain, Ohio, as of December 15, 2009, by and among DANIEL E. KLIMAS,
      herein referenced as “Employee,” and LNB BANCORP, INC. (an Ohio
      corporation) and THE LORAIN NATIONAL BANK (a banking organization
      organized and existing under the laws of the United States of America),
      which together with their respective successors and assigns are
      sometimes collectively herein referenced as the “Employer.”  Employer
      and Executive are sometimes herein referenced individually as a “Party”
      and collectively as the “Parties.”
    

    
      WHEREAS, Employer and Employee entered into an Employment Agreement,
      dated as of January 28, 2005, as amended as of July 16, 2008 and further
      amended as of December 12, 2008 (the “Employment Agreement”).
    

    
      WHEREAS, pursuant to Section 1.4 of the Employment Agreement, Employer
      and Employee desire to amend the Employment Agreement as set forth
      herein.  
    

    
      NOW, THEREFORE, in consideration of the mutual covenants and promises
      herein, the Parties agree as follows:
    

    
      1.           Section 11.6 of the Employment Agreement is hereby deleted
      and replaced in its entirety by the following:
    

    
      “11.6     Employee understands and agrees that LNB Bancorp, Inc. is a
      participant in the Capital Purchase Program (“CPP”) of the United States
      Department of the Treasury’s Troubled Asset Relief Program (“TARP”)
      established pursuant to the Emergency Economic Stabilization Act of 2008
      (“EESA”) and, as a result, Employer is bound by applicable law, rules,
      regulations and guidance restricting or pertaining to the compensation
      of officers and employees of CPP participants, and to banks and bank
      holding companies generally, which are now in effect or may later be
      established (including but not limited to the rules and guidance
      currently set forth in the interim final rules appearing at 31 C.F.R.
      Part 30 promulgated under Sections 101(a)(1), 101(c)(5) and 111 of EESA,
      as amended by the American Recovery and Reinvestment Act of 2009)
      (collectively, the “Authorities”).  Employee and Employer intend for
      this Agreement and all employment, compensation, bonus, incentive,
      severance, retention and other benefit plans, arrangements, policies and
      agreements, whether or not in writing, that Employee may have with
      Employer or in which Employee may participate as an employee of Employer
      (“Compensation Arrangements”) to comply with the Authorities and, for
      that purpose, and notwithstanding anything contained in this Agreement
      or in the Compensation Arrangements to the contrary, Employee and
      Employer agree that the following provisions shall be in full force and
      effect at all times during which the United States Department of the
      Treasury holds any debt or equity securities issued by the Company
      pursuant to the CPP (the “Treasury Holding Period”):
    

    
      (A)  Notwithstanding any terms of this Agreement or any Compensation
      Arrangement to the contrary, the Parties hereby agree that this
      Agreement and all Compensation Arrangements shall be construed and
      interpreted in a manner consistent with the Authorities, and this
      Agreement and all Compensation Arrangements are hereby amended as to
      Employee to the extent necessary so as to comply with the requirements
      imposed by the Authorities. Employee recognizes that the foregoing may
      result in the reduction or elimination of compensation or benefits that
      otherwise may have been provided to Employee under this Agreement or any
      Compensation Arrangement. Without limiting the foregoing, Employer shall
      have no obligation to make any payment or provide any compensation or
      other benefit to Employee (including without any limitation any “golden
      parachute payment” or other payment or benefit payable in connection
      with termination of Employee’s employment with Employer or any “bonus
      payment,” “incentive compensation” or “retention award” provided under
      this Agreement or any Compensation Arrangement, as defined under Section
      111 of EESA) to the extent that the Board of Directors of LNB Bancorp,
      Inc. (the “Board”) or its Compensation Committee (the “Committee”)
      determines, in its sole judgment, that such payment, compensation or
      other benefit would violate or be prohibited by or inconsistent with the
      Authorities.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (B)  Notwithstanding anything in this Agreement or the Compensation
      Arrangements to the contrary, all bonuses and incentive compensation
      paid hereunder (whether in stock or in cash) that are based on
      materially inaccurate financial statements (which includes, but is not
      limited to, statements of earnings, revenues, or gains) or other
      materially inaccurate performance metric criteria, and any payment
      received by Employee in violation of the Authorities, shall be subject
      to recovery by Employer.  In the event that the Board or the Committee
      determines by at least a majority vote that a payment to Employee is
      recoverable pursuant to the foregoing, Employee shall repay the
      aggregate amount of such payment, to the fullest extent permitted by
      law, within 15 business days following written notice to Employee by
      Employer of such determination.
    

    
      Notwithstanding any provision of this Agreement or any Compensation
      Arrangement to the contrary, the provisions of this Section 11.6 shall
      be in full force and effect at all times during the Treasury Holding
      Period.”
    

    
      2.           Except as amended by this Amendment, all of the terms,
      covenants, conditions and provisions of the Employment Agreement shall
      remain in full force and effect.
    

    
      *   *   *   *   *
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
      day and year first above written.
    

    
      In the Presence of:
    

    
    	
          /s/ Kristofer K. Spreen
        	
           
        	
          /s/ Daniel E. Klimas
        
	
          (Signature of First Witness)
        	

        	
          Daniel E. Klimas
        
	

        	

        	
           
        
	
          /s/ Sharon Friedmann
        	

        	
          “Employee”
        
	
          (Signature of Second Witness)
        	

        	

        
	

        	

        	
           
        
	

        	

        	
          LNB BANCORP, INC.
        
	

        	

        	

        	
           
        
	
          /s/ Kristofer K. Spreen
        	

        	
          By:
        	
          /s/ James R. Herrick
        
	
          
            (Signature of First Witness)
          

        	

        	

        	
          
            James R. Herrick, Chairman of the Board
          

        
	

        	

        	
           
        
	
          /s/ Daniel C. Urban
        	

        	

        
	
          (Signature of Second Witness)
        	

        	

        
	

        	

        	
           
        
	

        	

        	
          THE LORAIN NATIONAL BANK
        
	

        	

        	

        	
           
        
	
          /s/ Kristofer K. Spreen
        	

        	
          By
        	
          /s/ James R. Herrick
        
	
          
            (Signature of First Witness)
          

        	

        	

        	
          
            James R. Herrick, Chairman of the Board
          

        
	

        	

        	
           
        
	
          /s/ Daniel C. Urban
        	

        	
          “Employer”
        
	
          (Signature of Second Witness)
        	

        	

        


    

    

    

    
      3