##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM
10 - Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-25196
 CAMCO FINANCIAL CORPORATION
  Delaware
    
    51-0110823(State or other jurisdiction of
    
    (I.R.S. Employer Identification Number)incorporation or organization)
  
   þ o
  o þ o
 o þ




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PagePART I -
    
    FINANCIAL INFORMATIONConsolidated Statements of Financial Condition
    
    
    3Consolidated Statements of Earnings
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Controls and Procedures
    
    
    28PART II -
    
    OTHER INFORMATION
    
    
    30SIGNATURES
    
    
    31EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
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##### Table of Contents



Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  September 30,
    
    
    December 31,2006
    
    
    2005ASSETSCash and due from banks
    
    $
    11,160
    
    
    $
    21,786Interest-bearing deposits in other financial institutions
    
    
    10,299
    
    
    
    11,299Cash and cash equivalents
    
    
    21,459
    
    
    
    33,085Investment securities available for sale  at market
    
    
    56,005
    
    
    
    47,907Investment securities held to maturity  at cost, approximate market
value of $942 and $947 as of September 30, 2006 and December 31,
2005, respectively
    
    
    916
    
    
    
    919Mortgage-backed securities available for sale  at market
    
    
    53,834
    
    
    
    61,607Mortgage-backed securities held to maturity  at cost, approximate market
value of $2,802 and $3,251 as of September 30, 2006 and December 31,
2005, respectively
    
    
    2,870
    
    
    
    3,257Loans held for sale  at lower of cost or market
    
    
    3,423
    
    
    
    1,947Loans receivable  net
    
    
    837,837
    
    
    
    846,763Office premises and equipment  net
    
    
    13,339
    
    
    
    11,569Real estate acquired through foreclosure
    
    
    3,440
    
    
    
    2,581Federal Home Loan Bank stock  at cost
    
    
    28,294
    
    
    
    27,112Accrued interest receivable
    
    
    6,362
    
    
    
    5,297Prepaid expenses and other assets
    
    
    2,110
    
    
    
    1,228Cash surrender value of life insurance
    
    
    20,732
    
    
    
    20,793Goodwill  net of accumulated amortization
    
    
    6,683
    
    
    
    6,683Prepaid federal income taxes
    
    
    293
    
    
    
    500Total assets
    
    $
    1,057,597
    
    
    $
    1,071,248LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    684,911
    
    
    $
    660,242Advances from the Federal Home Loan Bank and other borrowings
    
    
    268,935
    
    
    
    307,223Advances by borrowers for taxes and insurance
    
    
    2,884
    
    
    
    3,249Accounts payable and accrued liabilities
    
    
    5,692
    
    
    
    5,331Dividends payable
    
    
    1,120
    
    
    
    1,102Deferred federal income taxes
    
    
    3,359
    
    
    
    3,338Total liabilities
    
    
    966,901
    
    
    
    980,485Stockholders equityPreferred stock  $1 par value; authorized 100,000 shares; no shares outstanding
    
    
    
    
    
    
    Common stock  $1 par value; authorized 14,900,000 shares.
8,829,839 shares issued at September 30, 2006 and December 31, 2005
    
    
    8,830
    
    
    
    8,830Additional paid-in capital
    
    
    59,670
    
    
    
    59,567Retained earnings  substantially restricted
    
    
    43,812
    
    
    
    42,569Accumulated other comprehensive income  unrealized gains on
securities designated as available for sale, net of related tax effects
    
    
    (1,425
    )
    
    
    (1,663
    )Less 1,369,025 and 1,251,125 shares of treasury stock at September 30, 2006
and December 31, 2005, respectively  at cost
    
    
    (20,191
    )
    
    
    (18,540
    )Total stockholders equity
    
    
    90,696
    
    
    
    90,763Total liabilities and stockholders equity
    
    $
    1,057,597
    
    
    $
    1,071,248
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF EARNINGS
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Interest incomeLoans
    
    $
    40,600
    
    
    $
    37,002
    
    
    $
    13,860
    
    
    $
    12,729Mortgage-backed securities
    
    
    1,843
    
    
    
    2,172
    
    
    
    602
    
    
    
    679Investment securities
    
    
    1,609
    
    
    
    800
    
    
    
    590
    
    
    
    358Interest-bearing deposits and other
    
    
    2,462
    
    
    
    1,947
    
    
    
    848
    
    
    
    689Total interest income
    
    
    46,514
    
    
    
    41,921
    
    
    
    15,900
    
    
    
    14,455Interest expenseDeposits
    
    
    15,276
    
    
    
    11,298
    
    
    
    5,744
    
    
    
    4,009Borrowings
    
    
    8,753
    
    
    
    8,173
    
    
    
    2,904
    
    
    
    2,893Total interest expense
    
    
    24,029
    
    
    
    19,471
    
    
    
    8,648
    
    
    
    6,902Net interest income
    
    
    22,485
    
    
    
    22,450
    
    
    
    7,252
    
    
    
    7,553Provision for losses on loans
    
    
    1,080
    
    
    
    960
    
    
    
    360
    
    
    
    360Net interest income after provision
for losses on loans
    
    
    21,405
    
    
    
    21,490
    
    
    
    6,892
    
    
    
    7,193Other incomeLate charges, rent and other
    
    
    1,830
    
    
    
    2,278
    
    
    
    642
    
    
    
    818Loan servicing fees
    
    
    1,067
    
    
    
    1,117
    
    
    
    354
    
    
    
    368Service charges and other fees on deposits
    
    
    1,108
    
    
    
    1,090
    
    
    
    325
    
    
    
    370Gain on sale of loans
    
    
    235
    
    
    
    564
    
    
    
    56
    
    
    
    215Mortgage servicing rights  net
    
    
    (181
    )
    
    
    (267
    )
    
    
    (113
    )
    
    
    (276
    )Gain on sale of investment, mortgage-backed securities and fixed assets
    
    
    24
    
    
    
    85
    
    
    
    23
    
    
    
    66Gain (loss) on sale of real estate acquired through foreclosure
    
    
    (66
    )
    
    
    16
    
    
    
    (41
    )
    
    
    (18
    )Total other income
    
    
    4,017
    
    
    
    4,883
    
    
    
    1,246
    
    
    
    1,543General, administrative and other expenseEmployee compensation and benefits
    
    
    10,986
    
    
    
    10,461
    
    
    
    3,691
    
    
    
    3,588Deferred compensation (FAS 91)
    
    
    (1,503
    )
    
    
    (1,678
    )
    
    
    (473
    )
    
    
    (580
    )Occupancy and equipment
    
    
    2,385
    
    
    
    2,340
    
    
    
    825
    
    
    
    780Data processing
    
    
    1,041
    
    
    
    995
    
    
    
    316
    
    
    
    317Advertising
    
    
    842
    
    
    
    877
    
    
    
    319
    
    
    
    345Franchise taxes
    
    
    759
    
    
    
    217
    
    
    
    285
    
    
    
    71Other operating
    
    
    4,104
    
    
    
    3,898
    
    
    
    1,447
    
    
    
    1,214Total general, administrative and other expense
    
    
    18,614
    
    
    
    17,110
    
    
    
    6,410
    
    
    
    5,735Earnings before federal income taxes
    
    
    6,808
    
    
    
    9,263
    
    
    
    1,728
    
    
    
    3,001Total federal income taxes
    
    
    2,194
    
    
    
    2,967
    
    
    
    608
    
    
    
    963NET EARNINGS
    
    $
    4,614
    
    
    $
    6,296
    
    
    $
    1,120
    
    
    $
    2,038EARNINGS PER SHAREBasic
    
    $
    0.61
    
    
    $
    0.82
    
    
    $
    0.15
    
    
    $
    0.27Diluted
    
    $
    0.61
    
    
    $
    0.82
    
    
    $
    0.15
    
    
    $
    0.27
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net earnings
    
    $
    4,614
    
    
    $
    6,296
    
    
    $
    1,120
    
    
    $
    2,038Other comprehensive income, net of tax:Unrealized holding gains (losses) during the period, net of
related taxes (benefits) of $123, $(521), $482and $(356)
for the nine and three months ended September 30,
2006 and 2005, respectively
    
    
    238
    
    
    
    (1,012
    )
    
    
    935
    
    
    
    (691
    )Reclassification adjustment for realized gains included in
net earnings, net of taxes of $0, $27, $0 and $22 for the
respective periods
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    (44
    )Comprehensive income
    
    $
    4,852
    
    
    $
    5,233
    
    
    $
    2,055
    
    
    $
    1,303
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2006
    
    
    2005Cash flows from operating activities:Net earnings for the period
    
    $
    4,614
    
    
    $
    6,296Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:Amortization of deferred loan origination fees
    
    
    167
    
    
    
    57Amortization of premiums and discounts on investment
and mortgage-backed securities  net
    
    
    165
    
    
    
    374Amortization
of mortgage servicing rights  net
    
    
    705
    
    
    
    973Amortization of purchase accounting adjustments  net
    
    
    66
    
    
    
    66Depreciation and amortization
    
    
    968
    
    
    
    911Stock option expense
    
    
    103
    
    
    
    Provision for losses on loans
    
    
    1,080
    
    
    
    960Gain (loss) on sale of real estate acquired through foreclosure
    
    
    66
    
    
    
    (16
    )Gain on sale of office premises and equipment
    
    
    (24
    )
    
    
    Federal Home Loan Bank stock dividends
    
    
    (1,182
    )
    
    
    (927
    )Net increase in cash surrender value of life insurance
    
    
    (580
    )
    
    
    (563
    )Gain on sale of investment mortgage-backed securities and fixed assets
    
    
    
    
    
    
    (85
    )Gain on sale of loans
    
    
    (235
    )
    
    
    (564
    )Loans originated for sale in the secondary market
    
    
    (38,501
    )
    
    
    (52,577
    )Proceeds from sale of loans in the secondary market
    
    
    37,260
    
    
    
    50,661Increase (decrease) in cash, due to changes in:Accrued interest receivable
    
    
    (1,065
    )
    
    
    (386
    )Prepaid expenses and other assets
    
    
    (882
    )
    
    
    (177
    )Accrued interest and other liabilities
    
    
    361
    
    
    
    61Federal income taxes:Current
    
    
    207
    
    
    
    4,783Deferred
    
    
    (101
    )
    
    
    (114
    )Net cash provided by operating activities
    
    
    3,192
    
    
    
    9,733Cash flows provided by (used in) investing activities:Proceeds from maturities of investment securities
    
    
    2,000
    
    
    
    10,014Proceeds from sale of investment securities designated as available for sale
    
    
    
    
    
    
    174Purchase of investment securities designated as available for sale
    
    
    (9,915
    )
    
    
    (30,105
    )Purchase of mortgage-backed securities designated as available for sale
    
    
    (1,967
    )
    
    
    (3,349
    )Purchase of loans
    
    
    (2,099
    )
    
    
    (7,174
    )Loan disbursements
    
    
    (177,845
    )
    
    
    (243,132
    )Principal repayments on loans
    
    
    185,039
    
    
    
    230,585Principal repayments on mortgage-backed securities
    
    
    10,143
    
    
    
    16,589Purchase of office premises and equipment
    
    
    (2,752
    )
    
    
    (724
    )Proceeds from sale of office premises and equipment
    
    
    38
    
    
    
    Proceeds from sales of real estate acquired through foreclosure
    
    
    907
    
    
    
    1,922Additions to real estate acquired through foreclosure
    
    
    (20
    )
    
    
    (19
    )Proceeds from redemption of life insurance
    
    
    641
    
    
    
    Net cash provided by (used in) investing activities
    
    
    4,170
    
    
    
    (25,219
    )Net cash provided by (used in) operating and
investing activities (subtotal carried forward)
    
    
    7,362
    
    
    
    (15,486
    )
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Camco Financial Corporation
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 2006
    
    
    2005Net cash provided by (used in) operating and investing activities(subtotal brought forward)
    
    $
    7,362
    
    
    $
    (15,486
    )Cash flows provided by (used in) financing activities:Net increase (decrease) in deposits
    
    
    24,669
    
    
    
    2,130Proceeds from Federal Home Loan Bank advances
    
    
    55,500
    
    
    
    41,204Repayment of Federal Home Loan Bank advances and other borrowings
    
    
    (93,788
    )
    
    
    (31,303
    )Dividends paid on common stock
    
    
    (3,353
    )
    
    
    (3,329
    )Purchase of treasury stock
    
    
    (1,651
    )
    
    
    (1,512
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    554Advances by borrowers for taxes and insurance
    
    
    (365
    )
    
    
    (878
    )Net cash used in financing activities
    
    
    (18,988
    )
    
    
    6,866Net decrease in cash and cash equivalents
    
    
    (11,626
    )
    
    
    (8,620
    )Cash and cash equivalents at beginning of period
    
    
    33,085
    
    
    
    42,894Cash and cash equivalents at end of period
    
    $
    21,459
    
    
    $
    34,274Supplemental disclosure of cash flow information:Cash paid during the period for:Interest on deposits and borrowings
    
    $
    23,851
    
    
    $
    19,502Cash paid for taxes
    
    $
    2,089
    
    
    $
    (1,802
    )Supplemental disclosure of noncash investing activities:Transfers from mortgage loans to real estate acquired
through foreclosure
    
    $
    3,140
    
    
    $
    2,743Recognition of mortgage servicing rights in
accordance with SFAS No. 140
    
    $
    524
    
    
    $
    706Transfer of loans to real estate acquired through foreclosure
    
    $
    1,328
    
    
    $
    1,075Dividends declared but unpaid
    
    $
    1,120
    
    
    $
    1,102
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Camco Financial Corporation
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    
    Basis of PresentationThe accompanying unaudited consolidated financial statements were prepared in accordance
with instructions for Form 10-Q and, therefore, do not include information or footnotes
necessary for a complete presentation of financial position, results of operations and cash
flows in conformity with accounting principles generally accepted in the United States of
America (US GAAP). Accordingly, these financial statements should be read in conjunction
with the consolidated financial statements and notes thereto of Camco Financial Corporation
(Camco or the Corporation) included in Camcos Annual Report on Form 10-K for the year
ended December 31, 2005. However, all adjustments (consisting only of normal recurring
accruals) which, in the opinion of management, are necessary for a fair presentation of the
consolidated financial statements, have been included. The results of operations for the
nine- and three-month periods ended September 30, 2006, are not necessarily indicative of
the results which may be expected for the entire year.2.
    
    Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Camco and its two
wholly-owned subsidiaries: Advantage Bank (Advantage or the Bank) and Camco Title
Agency, Inc.3.
    
    Critical Accounting PoliciesManagements Discussion and Analysis of Financial Condition and Results of Operations, as
well as disclosures found elsewhere in this quarterly report, are based upon Camcos
consolidated financial statements, which are prepared in accordance with US GAAP. The
preparation of these financial statements requires Camco to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses. Several
factors are considered in determining whether or not a policy is critical in the preparation
of financial statements. These factors include, among other things, whether the estimates
are significant to the financial statements, the nature of the estimates, the ability to
readily validate the estimates with other information including third parties or available
prices, and sensitivity of the estimates to changes in economic conditions and whether
alternative accounting methods may be utilized under US GAAP.Material estimates that are particularly susceptible to significant change in the near term
relate to the determination of the allowance for loan losses, the valuation of mortgage
servicing rights and goodwill impairment. Actual results could differ from those estimates.Allowance for Loan LossesThe procedures for assessing the adequacy of the allowance for loan losses reflect our
evaluation of credit risk after careful consideration of all information available to us.
In developing this assessment, we must rely on estimates and exercise judgment regarding
matters where the ultimate outcome is unknown such as economic factors, developments
affecting companies in specific industries and issues with respect to single borrowers.
Depending on changes in circumstances, future assessments of credit risk may yield
materially different results, which may require an increase or a decrease in the allowance
for loan losses.
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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  3.
    
    Critical Accounting Policies (continued)Allowance for Loan Losses(continued)The allowance is regularly reviewed by management to determine whether the amount is
considered adequate to absorb probable losses. This evaluation includes specific loss
estimates on certain individually reviewed loans, statistical loss estimates for loan pools
that are based on historical loss experience, and general loss estimates that are based upon
the size, quality, and concentration characteristics of the various loan portfolios, adverse
situations that may affect a borrowers ability to repay, and current economic and industry
conditions. Also considered as part of that judgment is a review of the Banks trends in
delinquencies and loan losses, as well as trends in delinquencies and losses for the region
and nationally, and economic factors.The allowance for loan losses is maintained at a level believed adequate by management to
absorb probable losses inherent in the loan portfolio. Managements evaluation of the
adequacy of the allowance is an estimate based on managements current judgment about the
credit quality of the loan portfolio. While the Corporation strives to reflect all known
risk factors in its evaluations, judgment errors may occur.Mortgage Servicing RightsTo determine the fair value of its mortgage servicing rights (MSRs) each reporting
quarter, the Corporation transmits information to a third party provider, representing
individual loan information in each pooling period accompanied by escrow amounts. The
poolings are totaled by year through 2001 and quarterly thereafter. The third party then
evaluates the possible impairment of MSRs as described below.Servicing assets are recognized as separate assets when loans are sold with servicing
retained. A pooling methodology to the servicing valuation, in which loans with similar
characteristics are pooled together, is applied for valuation purposes. Once pooled, each
grouping of loans is evaluated on a discounted earnings basis to determine the present value
of future earnings that a purchaser could expect to realize from the portfolio. Earnings
are projected from a variety of sources including loan service fees, net interest earned on
escrow balances, miscellaneous income and costs to service the loans. The present value of
future earnings is the estimated market value for the pool, calculated using consensus
assumptions that a third party purchaser would utilize in evaluating a potential acquisition
of the MSRs. Events that may significantly affect the estimates used are changes in
interest rates and the related impact on mortgage loan prepayment speeds and the payment
performance of the underlying loans. The interest rate for net interest earned on escrow
balances, which is supplied by management, takes into consideration the investment
portfolio average yield as well as current short duration investment yields. Management
believes this methodology provides a reasonable estimate. Mortgage loan prepayment speeds
are calculated by the third party provider utilizing the Economic Outlook as published by
the Office of Chief Economist of Freddie Mac in estimating prepayment speeds and provides a
specific scenario with each evaluation. Based on the assumptions discussed, pre-tax
projections are prepared for each pool of loans serviced. These earning figures approximate
the cash flow that could be received from the servicing portfolio. Valuation results are
presented quarterly to management. At that time, management reviews the information and
MSRs are marked to lower of amortized cost or market for the current quarter.
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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  3.
    
    Critical Accounting Policies (continued)GoodwillWe have developed procedures to test goodwill for impairment on an annual basis using June
30 financial information. This testing procedure is outsourced to a third party that
evaluates possible impairment based on the following:The test involves assigning tangible assets and liabilities, identified intangible assets
and goodwill to reporting units and comparing the fair value of each reporting unit to its
carrying value including goodwill. The value is determined assuming a freely negotiated
transaction between a willing buyer and a willing seller, neither being under any compulsion
to buy or sell and both having reasonable knowledge of relevant facts. Accordingly, to
derive the fair value of the reporting unit, the following common approaches to valuing
business combination transactions involving financial institutions are utilized by a third
party selected by Camco: (1) the comparable transactions approach  specifically based on
earnings, book, assets and deposit premium multiples received in recent sales of comparable
thrift franchises; and (2) the discounted cash flow approach. The application of these
valuation techniques takes into account the reporting units operating history, the current
market environment and future prospects. As of the most recent quarter, the only reporting
unit carrying goodwill is the Bank.If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting
unit is considered not impaired and no second step is required. If not, a second test is
required to measure the amount of goodwill impairment. The second test of the overall
goodwill impairment compares the implied fair value of the reporting unit goodwill with the
carrying amount of the goodwill. The impairment loss equals the excess of carrying value
over fair value.After each testing period, the third party compiles a summary of the test that is then
provided to the Audit and Risk Management Committee for review.SummaryManagement believes the accounting estimates related to the allowance for loan losses, the
capitalization, amortization, and valuation of mortgage servicing rights and the goodwill
impairment test are critical accounting estimates because: (1) the estimates are highly
susceptible to change from period to period because they require management to make
assumptions concerning the changes in the types and volumes of the portfolios, rates of
future prepayments, and anticipated economic conditions, and (2) the impact of recognizing
an impairment or loan loss could have a material effect on Camcos assets reported on the
balance sheet as well as its net earnings. Management has discussed the development and
selection of these critical accounting estimates with the Audit and Risk Management
Committee of the Board of Directors and the Audit and Risk Managment Committee has reviewed
Camcos disclosures relating to such matters in Managements Discussion and Analysis of
Financial Condition and Results of Operations.
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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  4.
    
    Earnings Per ShareBasic earnings per common share is computed based upon the weighted-average number of common
            shares outstanding during the period. Diluted earnings per common share includes the
dilutive effect of additional potential common shares issuable under the Corporations stock
option plans. The computations are as follows:
 For the nine months ended
    
    
    For the three months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Weighted-average common shares
outstanding (basic)
    
    
    7,520,237
    
    
    
    7,656,515
    
    
    
    7,474,665
    
    
    
    7,632,132Dilutive effect of assumed exercise
of stock options
    
    
    3,207
    
    
    
    6,311
    
    
    
    2,854
    
    
    
    6,977Weighted-average common shares
outstanding (diluted)
    
    
    7,523,444
    
    
    
    7,662,826
    
    
    
    7,477,519
    
    
    
    7,639,109
 Anti-dilutive options to purchase 290,477 and 207,771 shares of common stock with
respective weighted-average exercise prices of $ 15.51 and $16.08 were outstanding at
September 30, 2006 and 2005, respectively, but were excluded from the computation of common
share equivalents for each of the three and nine month periods then ended, because the
exercise prices were greater than average market price of the common shares.5.
    
    Stock Option PlansUnder the 2002 Stock Option Plan, 400,000 shares were reserved for issuance. Additionally,
in connection with the acquisition of Ashland Financial Corporation, the stock options of
Ashland were converted into options to purchase 174,421 shares of the Corporations stock at
an exercise price of $7.38 per share, which were exercisable through 2005. In connection
with the 2000 acquisition of Westwood Homestead Financial Corporation, the stock options of
Westwood Homestead were converted into options to purchase 311,794 shares of the
Corporations stock at a weighted-average exercise price of $11.89 per share, which are
exercisable though 2008.Effective January 1, 2006, the Corporation adopted SFAS No. 123R, Accounting for
Stock-Based Compensation, which contains a fair-value based method for valuing stock-based
compensation that measures compensation cost at the grant date based on the fair value of
the award. Compensation is then recognized over the service period, which is usually the
vesting period.
 11




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  5.
    
    Stock Option Plans (continued)Prior to January 1, 2006, the Corporation utilized APB Opinion No. 25 and related
Interpretations in accounting for its stock option plans. Accordingly, no compensation cost
was recognized for the plans in 2005. Had compensation cost for the Corporations stock
option plans been determined based on the fair value at the grant dates for awards under the
plans consistent with SFAS No. 123R, the Corporations net earnings and earnings per share
for the three-month and nine-month periods ended September 30, 2006 and 2005 would have been
reported as the pro forma amounts indicated below:
 Nine months ended
    
    
    Three months endedSeptember 30
    
    
    September 302006
    
    
    2005
    
    
    2006
    
    
    2005Net earnings
    
    As reported
    
    $
    4,614
    
    
    $
    6,296
    
    
    $
    1,120
    
    
    $
    2,038Add: Stock-based compensation, expense included
in reported income, net of tax
    
    
    91
    
    
    
    
    
    
    
    30
    
    
    
    Deduct: Total stock-based compensation expense
determined under fair value based method
for awards, net of tax
    
    
    (91
    )
    
    
    (64
    )
    
    
    (30
    )
    
    
    (21
    )$
    4,614
    
    
    $
    6,232
    
    
    $
    1,120
    
    
    $
    2,017Earnings per shareBasic
    
    As reported
    
    $
    .61
    
    
    $
    .82
    
    
    $
    .15
    
    
    $
    .27Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    .61
    
    
    $
    .81
    
    
    $
    .15
    
    
    $
    .26Diluted
    
    As reported
    
    $
    .61
    
    
    $
    .82
    
    
    $
    .15
    
    
    $
    .27Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    .61
    
    
    $
    .81
    
    
    $
    .15
    
    
    $
    .26
 The fair value of each option grant is estimated on the date of grant using the modified
Black-Scholes options-pricing model with the following assumptions used for grants during
2006 and 2005: dividend yields of 4.0% and 3.80%, respectively; expected volatility of
15.16% and 18.76%, respectively; risk-free interest rates of 4.57% and 4.22%, respectively,
and; an expected life of ten years for all grants.
 12




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  5.
    
    Stock Option Plans (continued)A summary of the status of the Corporations stock option plans as of September 30, 2006 and
December 31, 2005, and changes during the periods ending on those dates is presented below:
 Nine months ended
    
    
    Year endedSeptember 30,
    
    
    December 31,2006
    
    
    2005Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    averageexercise
    
    
    
    
    
    
    exerciseShares
    
    
    price
    
    
    Shares
    
    
    priceOutstanding at beginning of year
    
    
    224,636
    
    
    $
    15.71
    
    
    
    218,324
    
    
    $
    12.91Granted
    
    
    84,513
    
    
    
    14.12
    
    
    
    87,240
    
    
    
    16.51Exercised
    
    
    
    
    
    
    
    
    
    
    (70,162
    )
    
    
    8.43Forfeited
    
    
    (1,807
    )
    
    
    15.09
    
    
    
    (10,766
    )
    
    
    12.85Outstanding at end of period
    
    
    307,342
    
    
    $
    15.28
    
    
    
    224,636
    
    
    $
    15.71Options exercisable at period end
    
    
    225,651
    
    
    $
    15.34
    
    
    
    138,305
    
    
    $
    15.22Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    2.09
    
    
    
    
    
    
    $
    2.89
 The following information applies to options outstanding at September 30, 2006:
 Number outstanding
    
    
    5,255Range of exercise prices
    
    $
    8.92-9.75Number outstanding
    
    
    96,123Range of exercise prices
    
    $
    11.36-14.16Number outstanding
    
    
    205,964Range of exercise prices
    
    $
    14.55-17.17Weighted-average exercise price
    
    $
    15.28Weighted-average remaining contractual life
    
    
    6.85
 6.
    
    New Accounting PronouncementsManagement is not aware of any proposed regulations or current recommendations by the
Financial Accounting Standards Board or by regulatory authorities, which, if they were
implemented, would have a material effect on the liquidity, capital resources, or operations
of the Corporation. However, the potential impact of certain accounting pronouncements
warrants further discussion.
 13




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  6.
    
    New Accounting Pronouncements (continued)SFAS No. 123 (revised) Share Based PaymentsIn December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123
(revised 2004) (SFAS No. 123R), Share Based Payments. SFAS No. 123R requires the
Corporation to expense share based payments, including employee stock options, based on
their fair value. The Corporation adopted SFAS No. 123R effective as of January 1, 2006.
Accordingly, the impact of the adoption of SFAS No. 123Rs fair value method is included in
the Corporations results of operations. The adoption of SFAS No. 123R did not have a
material impact on the Corporations financial statements.SFAS No. 154 Accounting Changes and Error CorrectionsThis Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements, and changes the requirements
for the accounting for and reporting of a change in accounting principle. This Statement
applies to all voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the pronouncement does
not include specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed. This applies to accounting
changes and corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material impact on the Corporations financial
statements.FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes  An Interpretation
of FASB Statement No. 109In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (Fin No. 48). The interpretation clarifies the accounting for uncertainty
in income taxes recognized in a companys financial statements in accordance with Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes. Specifically, Fin
No. 48 prescribes a recognition threshold and a measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a
tax return. Fin No. 48 also provides guidance on the related derecognition, classification,
interest and penalties, accounting for interim periods, disclosure and transition of
uncertain tax positions. Fin No. 48 is effective for fiscal years beginning after December
15, 2006. We do not believe the adoption of FIN 48 will have a material impact on the
Corporations financial statements.SEC and SAB 108 Top 1N Financial Statements  Considering the Effects of Prior Year
Misstatements When Quantifying Misstatements in Current Year Financial StatementsIn September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements
in Current Year Financial Statements (SAB 108), which provides interpretive guidance on
how the effects of the carryover or reversal of prior year misstatements should be
considered in quantifying a current year misstatement. SAB 108 is effective for fiscal years
ending after November 15, 2006. We do not believe SAB 108 will have a material impact on the
Corporations financial statements.
 14




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##### Table of Contents



Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  7.
    
    Forward Looking StatementsCertain statements contained in this report that are not historical facts are forward looking
statements that are subject to certain risks and uncertainties. When used herein, the terms
anticipates, plans, expects, believes, and similar expressions as they relate to Camco, the
Bank, or management are intended to identify such forward looking statements. Camcos actual
results, performance or achievements may materially differ from those expressed or implied in the
forward-looking statements. Risks and uncertainties that could cause or contribute to such
material differences include, but are not limited to, general economic conditions, interest rate
environment, competitive conditions in the financial services industry, changes in law,
governmental policies and regulations, and rapidly changing technology affecting financial
services.
 15




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##### Table of Contents



Camco Financial Corporation
 
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS
  Discussion of Financial Condition Changes from December 31, 2005 to September 30, 2006
       16




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Discussion of Financial Condition Changes from December 31, 2005 to September 30, 2006
     17




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Discussion of Financial Condition Changes from December 31, 2005 to September 30, 2006
  Camco:
 At September 30, 2006To be well-capitalized underFor capital
    
    prompt correctiveActual
    
    adequacy purposes
    
    action provisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Total capital
(to risk-weighted assets)
    
    $
    91,843
    
    
    
    12.23
    %
    
    
    3$60,073
    
    
    
    38.0
    %
    
    Not ApplicableTier I capital
(to risk-weighted assets)
    
    $
    84,759
    
    
    
    11.29
    %
    
    
    3$30,036
    
    
    
    34.0
    %
    
    Not ApplicableTier I leverage
    
    $
    84,759
    
    
    
    8.08
    %
    
    
    3$41,977
    
    
    
    34.0
    %
    
    Not Applicable
 Advantage:
 To be well-capitalized underFor capital
    
    prompt correctiveActual
    
    adequacy purposes
    
    action provisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)Total capital
(to risk-weighted assets)
    
    $
    83,404
    
    
    
    11.11
    %
    
    
    3$60,068
    
    
    
    38.0
    %
    
    
    3$75,085
    
    
    
    310.0
    %Tier I capital
(to risk-weighted assets)
    
    $
    76,320
    
    
    
    10.16
    %
    
    
    3$30,034
    
    
    
    34.0
    %
    
    
    3$45,051
    
    
    
    3 6.0
    %Tier I leverage
    
    $
    76,320
    
    
    
    7.27
    %
    
    
    3$41,977
    
    
    
    34.0
    %
    
    
    3$52,472
    
    
    
    3 5.0
    %
 18




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Discussion of Financial Condition Changes from December 31, 2005 to September 30, 2006
  Comparison of Results of Operations for the Nine Months Ended September 30, 2006 and 2005
 General
  Total Interest Income
  AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  19




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison of Results of Operations for the Nine Months Ended September 30, 2006 and 2005
(continued)
 For nine months ended September 30,2006
    
    
    
    
    
    
    
    
    
    
    2005Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Averageoutstanding
    
    
    earned/
    
    
    yield/
    
    
    outstanding
    
    
    earned/
    
    
    yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rate(Dollars in thousands)Interest-earning assets:Loans receivable (1)
    
    $
    845,159
    
    
    $
    40,600
    
    
    
    6.41
    %
    
    $
    846,438
    
    
    $
    37,002
    
    
    
    5.83
    %Mortgage-backed securities (2)
    
    
    59,914
    
    
    
    1,843
    
    
    
    4.10
    
    
    
    77,962
    
    
    
    2,172
    
    
    
    3.71Investment securities (2)
    
    
    52,900
    
    
    
    1,609
    
    
    
    4.06
    
    
    
    31,402
    
    
    
    800
    
    
    
    3.40Interest-bearing deposits and other
interest-earning assets
    
    
    63,120
    
    
    
    2,463
    
    
    
    5.20
    
    
    
    59,546
    
    
    
    1,947
    
    
    
    4.36Total interest-earning assets
    
    $
    1,021,093
    
    
    
    46,515
    
    
    
    6.07
    
    
    $
    1,015,348
    
    
    
    41,921
    
    
    
    5.50Interest-bearing liabilities:Deposits
    
    $
    644,990
    
    
    $
    15,276
    
    
    
    3.16
    
    
    $
    643,639
    
    
    
    11,298
    
    
    
    2.34FHLB advances
    
    
    289,400
    
    
    
    8,753
    
    
    
    4.03
    
    
    
    295,692
    
    
    
    8,173
    
    
    
    3.69Total interest-bearing liabilities
    
    $
    934,390
    
    
    $
    24,029
    
    
    
    3.43
    
    
    $
    939,331
    
    
    
    19,471
    
    
    
    2.76Net interest income/Interest rate spread
    
    
    
    
    
    $
    22,485
    
    
    
    2.65
    %
    
    
    
    
    
    $
    22,450
    
    
    
    2.74
    %Net interest margin(3)
    
    
    
    
    
    
    
    
    
    
    2.94
    %
    
    
    
    
    
    
    
    
    
    
    2.95
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    109.3
    %
    
    
    
    
    
    
    
    
    
    
    108.1
    %
 
 (1)
    
    Includes nonaccrual loans and loans held for sale.(2)
    
    Includes securities designated as available for sale.(3)
    
    Net interest income as a percent of average interest-earning assetsInterest income on loans totaled $40.6 million for the nine months ended September 30, 2006, an
increase of $3.6 million, or 9.7%, from the comparable 2005 period. The increase resulted
primarily from a 58 basis point increase in the average yield, to 6.41% in the 2006 period, which
was offset partially by a $1.3 million, or .2%, decrease in the average balance outstanding.
Interest income on mortgage-backed securities totaled $1.8 million for the nine months ended
September 30, 2006, a $329,000, or 15.2%, decrease year to year. The decrease was due primarily to
a $18.0 million, or 23.2%, decrease in the average balance outstanding, which was partially offset
by a 39 basis point increase in the average yield, to 4.10% in the 2006 period. Interest income on
investment securities increased by $809,000 or 101.1%, due primarily to a $21.5 million increase in
the average balance outstanding, coupled with an increase in the average yield, to 4.06% in the
2006 period. Interest income on other interest-earning assets increased by $516,000, or 26.5%, due
primarily to an 84 basis point increase in the average yield, to 5.2% in the 2006 period, coupled
with an increase of $3.6 million, or 6.0%, in the average balance outstanding period to period. 20




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison of Results of Operations for the Nine Months Ended September 30, 2006 and
2005
   Provision for Losses on Loans
  Other Income
  21




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison
of Results of Operations for the Nine Months Ended September 30, 2006 and 2005  General, Administrative and Other Expense
  Federal Income Taxes
  Comparison of Results of Operations for the Three Months Ended September 30, 2006 and 2005
 General
  Net Interest Income
  22




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison of Results of Operations for the Three Months Ended September 30, 2006 and 2005
 AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  For three months ended September 30,2006
    
    
    
    
    
    
    
    
    
    
    2005Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Averageoutstanding
    
    
    earned/
    
    
    yield/
    
    
    outstanding
    
    
    earned/
    
    
    yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rate(Dollars in thousands)Interest-earning assets:Loans receivable (1)
    
    $
    843,372
    
    
    $
    13,860
    
    
    
    6.57
    %
    
    $
    853,147
    
    
    $
    12,729
    
    
    
    5.97
    %Mortgage-backed securities (2)
    
    
    57,311
    
    
    
    602
    
    
    
    4.20
    
    
    
    73,290
    
    
    
    679
    
    
    
    3.71Investment securities (2)
    
    
    56,634
    
    
    
    590
    
    
    
    4.17
    
    
    
    39,555
    
    
    
    358
    
    
    
    3.62Interest-bearing deposits and other
interest-earning assets
    
    
    64,387
    
    
    
    848
    
    
    
    5.27
    
    
    
    60,004
    
    
    
    689
    
    
    
    4.59Total interest-earning assets
    
    $
    1,021,704
    
    
    
    15,900
    
    
    
    6.22
    
    
    $
    1,025,996
    
    
    
    14,455
    
    
    
    5.64Interest-bearing liabilities:Deposits
    
    $
    656,621
    
    
    
    5,744
    
    
    
    3.50
    
    
    $
    642,363
    
    
    
    4,009
    
    
    
    2.50FHLB advances
    
    
    277,325
    
    
    
    2,904
    
    
    
    4.19
    
    
    
    303,520
    
    
    
    2,893
    
    
    
    3.81Total interest-bearing liabilities
    
    $
    933,946
    
    
    
    8,648
    
    
    
    3.70
    
    
    $
    945,883
    
    
    
    6,902
    
    
    
    2.92Net interest income/Interest rate spread
    
    
    
    
    
    $
    7,252
    
    
    
    2.52
    %
    
    
    
    
    
    $
    7,553
    
    
    
    2.72
    %Net interest margin(3)
    
    
    
    
    
    
    
    
    
    
    2.84
    %
    
    
    
    
    
    
    
    
    
    
    2.94
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    109.4
    %
    
    
    
    
    
    
    
    
    
    
    108.5
    %
 Net Interest Income
  23




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison of Results of Operations for the Three Months Ended September 30, 2006 and 2005
 Net Interest Income
  
  Provision for Losses on Loans
  24




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Comparison of Results of Operations for the Three Months Ended September 30, 2006 and 2005
 Other Income
  General, Administrative and Other Expense
  Federal Income Taxes
  25




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
  Liquidity and Capital Resources
    Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    Morethan
    
    
    1-3
    
    
    3-5
    
    
    than1 year
    
    
    years
    
    
    years
    
    
    5 years
    
    
    Total(In thousands)Contractual obligations:Operating lease obligations
    
    $
    83
    
    
    $
    593
    
    
    $
    467
    
    
    $
    723
    
    
    $
    1,866Advances from the Federal Home Loan Bank
    
    
    87,855
    
    
    
    94,673
    
    
    
    23,000
    
    
    
    51,777
    
    
    
    257,305Certificates of deposit
    
    
    256,812
    
    
    
    155,438
    
    
    
    10,452
    
    
    
    855
    
    
    
    423,557Repurchase Agreements
    
    
    2,083
    
    
    
    947
    
    
    
    320
    
    
    
    
    
    
    
    3,350Ohio Equity Funds for Housing Limited Partnership
    
    
    166
    
    
    
    1,463
    
    
    
    1,097
    
    
    
    274
    
    
    
    3,000Amount of commitments expiring per periodCommitments to originate loans:Overdraft lines of credit
    
    
    794
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    794Home equity lines of credit
    
    
    76,754
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,754Commercial lines of credit
    
    
    759
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    759One- to four-family and multi-family loans
    
    
    31,443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,443Non-residential real estate, commercial and land loans
    
    
    13,182
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,182Total contractual obligations
    
    $
    469,931
    
    
    $
    253,114
    
    
    $
    35,336
    
    
    $
    53,629
    
    
    $
    812,010
 
 Quantitative and Qualitative Disclosures about Market Risk
   26




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
      Change in
    
    Percentage Change inInterest Rates
    
    Net Interest Income(basis points)
    
    12 Months+200
    
    
    -13.63
    %+100
    
    
    - 6.35
    %-100
    
    
    - 2.21
    %- 200
    
    
    - 5.01
    %
    Change inInterest Rates
    
    
    
    
    
    Percentage(basis points)
    
    EVE Ratio
    
    change in EVE+ 200
    
    
    7.90
    %
    
    
    - 4.85
    %+ 100
    
    
    8.01
    %
    
    
    - 1.92
    %0
    
    
    8.04
    %
    
    
    0- 100
    
    
    8.41
    %
    
    
    + 6.13
    %- 200
    
    
    8.74
    %
    
    
    +11.89
    %
 27




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
   
 Controls and Procedures
   28




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##### Table of Contents



Legal Proceedings
  Risk Factors
 Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Not applicable(b)
    
    Not applicable(c)
    
    All purchases of shares during the quarter was made under the 5%
stock repurchase program announced April 26, 2006.
 Maximum number ofshares that may yetNumber of shares
    
    
    Average price paid
    
    
    be repurchasedPeriod of Repurchase
    
    repurchased
    
    
    per share
    
    
    under the programJuly 1  31
    
    
    
    
    
    $
    
    
    
    
    328,936August 1  31
    
    
    20,000
    
    
    
    13.63
    
    
    
    308,936September 1  30
    
    
    8,000
    
    
    
    13.44
    
    
    
    300,936Total
    
    
    28,000
    
    
    $
    13.57
    
    
    
    300,936
     29




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##### Table of Contents



Other Information
        Exhibit 10.1
    
    Line of Credit Agreement with Key BankExhibit 31.1
    
    Rule 13a-14(a)/15d 14(a) Certification by Chief Executive OfficerExhibit 31.2
    
    Rule 13a-14(a)/15d-14(a) Certification by Chief Financial OfficerExhibit 32.1
    
    Section 1350 certification by Chief Executive OfficerExhibit 32.2
    
    Section 1350 certification by Chief Financial Officer
 30




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##### Table of Contents



SIGNATURES
  Date: November 6, 2006
    By:
    /s/Richard C. BaylorRichard C. BaylorChief Executive OfficerDate: November 6, 2006
    By:
    /s/Mark A. SeversonMark A. SeversonChief Financial Officer 31