On June 13, 2012, LNB Bancorp, Inc. (the "Company") and its subsidiary, The Lorain National Bank, entered into an underwriting agreement (the "Underwriting Agreement") with the United States Department of the Treasury ("Treasury") and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O'Neill & Partners, L.P. as representatives of the several underwriters named therein (the "Underwriters") providing for the offer and sale by Treasury of 25,223 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series B, without par value (the "Series B Preferred Stock"). Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Series B Preferred Stock from Treasury at a price of $856.1325 per share, and to sell the Series B Preferred Stock to the public through a modified dutch auction at an initial public offering price of $869.17 per share. The Company will not receive any of the proceeds from the offering. The offering is expected to close on or about June 19, 2012.

The Series B Preferred Stock was issued to the Treasury by the Company on December 12, 2008 in connection with the Company's participation in the Treasury's Troubled Asset Relief Program Capital Purchase Program in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").

In the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities arising under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The description of the Underwriting Agreement as contained herein is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description

1.1               Underwriting Agreement, dated June 13, 2012, among LNB Bancorp,
                  Inc., The Lorain National Bank, the United States Department of
                  the Treasury, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                  Sandler O'Neill & Partners, L.P. and the other several
                  Underwriters named in Schedule A thereto.