##### 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, 2007
 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 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
  
    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
    
    
    13Quantitative and Qualitative Disclosures about
Market Risk
    
    
    28Controls and Procedures
    
    
    29PART II  OTHER INFORMATION
    
    
    30SIGNATURES
    
    
    33EX-31.1EX-31.2EX-32.1EX-32.2
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCash and due from banks
    
    $
    14,254
    
    
    $
    13,869Interest-bearing deposits in other financial institutions
    
    
    2,696
    
    
    
    12,673Cash and cash equivalents
    
    
    16,950
    
    
    
    26,542Investment securities available for sale  at fair value
    
    
    46,040
    
    
    
    56,053Investment securities held to maturity  at cost, approximate
fair value of $729 and $736 as of September 30, 2007
and December 31, 2006, respectively
    
    
    708
    
    
    
    710Mortgage-backed securities available for sale  at fair value
    
    
    51,626
    
    
    
    51,453Mortgage-backed securities held to maturity  at cost, approximate
fair value of $2,254 and $2,734 as of September 30, 2007
and December 31, 2006, respectively
    
    
    2,297
    
    
    
    2,739Loans held for sale  at lower of cost or market
    
    
    2,733
    
    
    
    3,664Loans receivable  net
    
    
    840,889
    
    
    
    824,578Office premises and equipment  net
    
    
    13,007
    
    
    
    13,200Real estate acquired through foreclosure
    
    
    3,829
    
    
    
    3,956Federal Home Loan Bank stock  at cost
    
    
    28,722
    
    
    
    28,722Accrued interest receivable
    
    
    6,488
    
    
    
    6,502Prepaid expenses and other assets
    
    
    5,670
    
    
    
    1,537Cash surrender value of life insurance
    
    
    21,509
    
    
    
    20,921Goodwill
    
    
    6,683
    
    
    
    6,683Prepaid federal income taxes
    
    
    509
    
    
    
    956Total assets
    
    $
    1,047,660
    
    
    $
    1,048,216LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    694,016
    
    
    $
    684,782Advances from the Federal Home Loan Bank and other borrowings
    
    
    245,850
    
    
    
    257,139Advances by borrowers for taxes and insurance
    
    
    2,150
    
    
    
    3,484Accounts payable and accrued liabilities
    
    
    11,206
    
    
    
    6,350Dividends payable
    
    
    1,085
    
    
    
    1,120Deferred federal income taxes, net
    
    
    4,514
    
    
    
    4,249Total liabilities
    
    
    958,821
    
    
    
    957,124Stockholders equityPreferred stock  $1 par value; authorized 100,000 shares; no shares outstanding
    
    
    
    
    
    
    Common stock  $1 par value; authorized 14,900,000 shares; 8,834,508 and 8,832,082
shares issued at September 30, 2007 and December 31, 2006
    
    
    8,835
    
    
    
    8,832Additional paid-in capital
    
    
    59,819
    
    
    
    59,722Retained earnings  substantially restricted
    
    
    44,351
    
    
    
    43,954Accumulated other comprehensive loss  unrealized gains on securities
designated as available for sale, net of related tax effects
    
    
    (612
    )
    
    
    (1,225
    )Less 1,632,413 and 1,369,025 shares of treasury stock at September
30, 2007 and December 31, 2006, respectively  at cost
    
    
    (23,554
    )
    
    
    (20,191
    )Total stockholders equity
    
    
    88,839
    
    
    
    91,092Total liabilities and stockholders equity
    
    $
    1,047,660
    
    
    $
    1,048,216
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF EARNINGS
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest incomeLoans
    
    $
    43,218
    
    
    $
    40,600
    
    
    $
    14,490
    
    
    $
    13,860Mortgage-backed securities
    
    
    1,646
    
    
    
    1,843
    
    
    
    553
    
    
    
    602Investment securities
    
    
    1,830
    
    
    
    1,609
    
    
    
    590
    
    
    
    590Interest-bearing deposits and other
    
    
    2,464
    
    
    
    2,462
    
    
    
    801
    
    
    
    848Total interest income
    
    
    49,158
    
    
    
    46,514
    
    
    
    16,434
    
    
    
    15,900Interest expenseDeposits
    
    
    18,871
    
    
    
    15,276
    
    
    
    6,537
    
    
    
    5,744Borrowings
    
    
    8,461
    
    
    
    8,753
    
    
    
    2,908
    
    
    
    2,904Total interest expense
    
    
    27,332
    
    
    
    24,029
    
    
    
    9,445
    
    
    
    8,648Net interest income
    
    
    21,826
    
    
    
    22,485
    
    
    
    6,989
    
    
    
    7,252Provision for losses on loans
    
    
    515
    
    
    
    1,080
    
    
    
    200
    
    
    
    360Net interest income after provision for losses on loans
    
    
    21,311
    
    
    
    21,405
    
    
    
    6,789
    
    
    
    6,892Other incomeLate charges, rent and other
    
    
    2,099
    
    
    
    1,830
    
    
    
    638
    
    
    
    642Loan servicing fees
    
    
    1,030
    
    
    
    1,067
    
    
    
    335
    
    
    
    354Service charges and other fees on deposits
    
    
    1,272
    
    
    
    1,108
    
    
    
    462
    
    
    
    325Gain on sale of loans
    
    
    264
    
    
    
    235
    
    
    
    107
    
    
    
    56Decrease in mortgage servicing rights  net
    
    
    (202
    )
    
    
    (181
    )
    
    
    (22
    )
    
    
    (113
    )Gain (loss) on sale of fixed assets and investments
    
    
    (25
    )
    
    
    24
    
    
    
    (29
    )
    
    
    23Gain (loss) on sale of real estate acquired through foreclosure
    
    
    (312
    )
    
    
    (66
    )
    
    
    4
    
    
    
    (41
    )Total other income
    
    
    4,126
    
    
    
    4,017
    
    
    
    1,495
    
    
    
    1,246General, administrative and other expenseEmployee compensation and benefits
    
    
    9,884
    
    
    
    9,383
    
    
    
    3,477
    
    
    
    3,200Occupancy and equipment
    
    
    2,635
    
    
    
    2,385
    
    
    
    891
    
    
    
    825Data processing
    
    
    887
    
    
    
    1,041
    
    
    
    317
    
    
    
    316Advertising
    
    
    1,019
    
    
    
    842
    
    
    
    358
    
    
    
    319Franchise taxes
    
    
    830
    
    
    
    759
    
    
    
    276
    
    
    
    285Other operatingPostage, supplies and office expenses
    
    
    1,025
    
    
    
    1,042
    
    
    
    322
    
    
    
    375Travel, training and insurance
    
    
    598
    
    
    
    568
    
    
    
    212
    
    
    
    190Professional services
    
    
    1,053
    
    
    
    975
    
    
    
    463
    
    
    
    298Transaction processing
    
    
    710
    
    
    
    609
    
    
    
    233
    
    
    
    286Real estate owned and other expenses
    
    
    467
    
    
    
    118
    
    
    
    220
    
    
    
    12Loan and deposit expenses
    
    
    1,114
    
    
    
    892
    
    
    
    454
    
    
    
    304Total general, administrative and other expense
    
    
    20,222
    
    
    
    18,614
    
    
    
    7,223
    
    
    
    6,410Earnings before federal income taxes
    
    
    5,215
    
    
    
    6,808
    
    
    
    1,061
    
    
    
    1,728Total federal income taxes
    
    
    1,521
    
    
    
    2,194
    
    
    
    218
    
    
    
    608NET EARNINGS
    
    $
    3,694
    
    
    $
    4,614
    
    
    $
    843
    
    
    $
    1,120EARNINGS PER SHAREBasic
    
    $
    0.50
    
    
    $
    0.61
    
    
    $
    0.12
    
    
    $
    0.15Diluted
    
    $
    0.50
    
    
    $
    0.61
    
    
    $
    0.12
    
    
    $
    0.15
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net earnings
    
    $
    3,694
    
    
    $
    4,614
    
    
    $
    843
    
    
    $
    1,120Other comprehensive income, net of tax:Unrealized holding gains during the
period, net of taxes $316, $287,
$123and $482 for the respective
periods
    
    
    613
    
    
    
    238
    
    
    
    558
    
    
    
    935Comprehensive income
    
    $
    4,307
    
    
    $
    4,852
    
    
    $
    1,401
    
    
    $
    2,055
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Camco Financial Corporation
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2007
    
    
    2006Cash flows from operating activities:Net earnings for the periodAdjustments to reconcile net earnings to net cash
    
    $
    3,694
    
    
    $
    4,614provided by operating activities:Amortization of deferred loan origination fees
    
    
    139
    
    
    
    167Amortization of premiums and discounts on investment and mortgage-backed securities  net
    
    
    81
    
    
    
    165Amortization of mortgage servicing rights  net
    
    
    664
    
    
    
    705Amortization of purchase accounting adjustments  net
    
    
    
    
    
    
    66Depreciation and amortization
    
    
    1,052
    
    
    
    968Stock option expense
    
    
    69
    
    
    
    103Provision for losses on loans
    
    
    515
    
    
    
    1,080Loss on sale of real estate acquired through foreclosure
    
    
    312
    
    
    
    66(Gain) loss on sale of office premises and equipment
    
    
    25
    
    
    
    (24
    )Federal Home Loan Bank stock dividends
    
    
    
    
    
    
    (1,182
    )Net increase in cash surrender value of life insurance
    
    
    (588
    )
    
    
    (580
    )Gain on sale of loans
    
    
    (264
    )
    
    
    (235
    )Loans originated for sale in the secondary market
    
    
    (32,794
    )
    
    
    (38,501
    )Proceeds from sale of loans in the secondary market
    
    
    33,989
    
    
    
    37,260Increase (decrease) in cash, due to changes in:Accrued interest receivable
    
    
    14
    
    
    
    (1,065
    )Prepaid expenses and other assets
    
    
    248
    
    
    
    (882
    )Accrued interest and other liabilities
    
    
    61
    
    
    
    361Federal income taxes:Current
    
    
    447
    
    
    
    207Deferred
    
    
    (51
    )
    
    
    (101
    )Net cash provided by operating activities
    
    
    7,613
    
    
    
    3,192Cash flows provided by (used in) investing activities:Proceeds from maturities and calls of investment securities
    
    
    29,999
    
    
    
    2,000Proceeds from sale of investment securities designated as available for sale
    
    
    
    
    
    
    Purchase of investment securities designated as available for sale
    
    
    (19,519
    )
    
    
    (9,915
    )Purchase of mortgage-backed securities designated as available for sale
    
    
    (8,292
    )
    
    
    (1,967
    )Purchase of loans
    
    
    (4,291
    )
    
    
    (2,099
    )Loan disbursements
    
    
    (209,713
    )
    
    
    (177,845
    )Principal repayments on loans
    
    
    195,226
    
    
    
    185,039Principal repayments on mortgage-backed securities
    
    
    8,943
    
    
    
    10,143Purchase of office premises and equipment
    
    
    (899
    )
    
    
    (2,752
    )Proceeds from sale of office premises and equipment
    
    
    15
    
    
    
    38Proceeds from sales of real estate acquired through foreclosure
    
    
    1,379
    
    
    
    907Additions to real estate acquired through foreclosure
    
    
    
    
    
    
    (20
    )Proceeds from redemption of life insurance
    
    
    
    
    
    
    641Net cash provided by (used in) investing activities
    
    
    (7,152
    )
    
    
    4,170Net cash provided by (used in) operating and investing activities (subtotal carried
forward)
    
    
    461
    
    
    
    7,362
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Camco Financial Corporation
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 2007
    
    
    2006Net cash provided by (used in) operating and investing activities(subtotal brought forward)
    
    $
    461
    
    
    $
    7,326Cash flows provided by (used in) financing activities:Net increase in deposits
    
    
    9,234
    
    
    
    24,669Proceeds from Federal Home Loan Bank advances
    
    
    81,066
    
    
    
    55,500Proceeds from subordinated debentures
    
    
    5,000
    
    
    
    Repayment of Federal Home Loan Bank advances and other borrowings
    
    
    (97,355
    )
    
    
    (93,788
    )Dividends paid on common stock
    
    
    (3,332
    )
    
    
    (3,353
    )Purchase of treasury stock
    
    
    (3,363
    )
    
    
    (1,651
    )Proceeds from exercise of stock options
    
    
    31
    
    
    
    Decrease in advances by borrowers for taxes and insurance
    
    
    (1,334
    )
    
    
    (365
    )Net cash used in financing activities
    
    
    (10,053
    )
    
    
    (18,988
    )Net decrease in cash and cash equivalents
    
    
    (9,592
    )
    
    
    (11,626
    )Cash and cash equivalents at beginning of period
    
    
    26,542
    
    
    
    33,085Cash and cash equivalents at end of period
    
    $
    16,950
    
    
    $
    21,459Supplemental disclosure of cash flow information:Cash paid during the period for:Interest on deposits and borrowings
    
    $
    27,713
    
    
    $
    23,851Cash paid for taxes
    
    $
    1,125
    
    
    $
    2,089Supplemental disclosure of noncash investing activities: Recognition of mortgage servicing rights in accordance with SFAS No. 140
    
    $
    446
    
    
    $
    524Transfer of loans to real estate acquired through foreclosure
    
    $
    3,050
    
    
    $
    1,328Dividends declared but unpaid
    
    $
    1,085
    
    
    $
    1,120
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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, 2006. 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, 2007, 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
managements evaluation of credit risk after careful consideration of all information
available to management. In developing this assessment, management 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, incurred 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, incurred 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 provides information to a third party valuation firm, representing
loan information in each pooling period accompanied by escrow amounts. The third party then
evaluates the possible impairment of MSRs as described below.MSRs are recognized as separate assets or liabilities when loans are sold with servicing
retained. A pooling methodology, 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 the Bank 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 fair 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 earnings 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 fair value for the current quarter.
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Camco Financial Corporation
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  3.
    
    Critical Accounting Policies (continued)GoodwillManagement tests 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: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
financial institutions; 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 of the Corporations Board of Directors
for review.ReclassificationsSome items in the prior year financial statements were reclassified to conform to the
current presentation.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 are computed based upon the weighted-average number of
common shares outstanding during the period. Diluted earnings per common share include 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 30,2007
    
    
    2006
    
    
    2007
    
    
    2006BASIC:Net Earnings
    
    $
    3,694
    
    
    $
    4,614
    
    
    $
    843
    
    
    $
    1,120Weighted average common shares outstanding
    
    
    7,375
    
    
    
    7,520
    
    
    
    7,278
    
    
    
    7,475Basic earnings per share
    
    $
    0.50
    
    
    $
    0.61
    
    
    $
    0.12
    
    
    $
    0.15DILUTED:Net Earnings
    
    $
    3,694
    
    
    $
    4,614
    
    
    $
    843
    
    
    $
    1,120Weighted average common shares outstanding
    
    
    7,375
    
    
    
    7,520
    
    
    
    7,278
    
    
    
    7,475Dilutive effect of stock options
    
    
    2
    
    
    
    3
    
    
    
    3
    
    
    
    3Total common shares and dilutive potential common shares
    
    
    7,377
    
    
    
    7,523
    
    
    
    7,281
    
    
    
    7,478Diluted earnings per share
    
    $
    0.50
    
    
    $
    0.61
    
    
    $
    0.12
    
    
    $
    0.15
   5.
    
    Stock Option PlansEffective 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.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
2007 and 2006: dividend yields of 4.8% and 4.0%, respectively; expected volatility of
11.98% and 15.16%, respectively; risk-free interest rates of 4.81% and 4.57%, respectively,
and; an expected life of ten years for all grants.
 11




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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, 2007 and
December 31, 2006, and changes during the periods ending on those dates is presented below:
 Nine months ended
    
    
    Year endedSeptember 30,
    
    
    December 31,2007
    
    
    2006Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    averageexercise
    
    
    
    
    
    
    exerciseShares
    
    
    price
    
    
    Shares
    
    
    priceOutstanding at beginning of year
    
    
    304,874
    
    
    $
    15.20
    
    
    
    224,636
    
    
    $
    15.71Granted
    
    
    26,920
    
    
    
    12.34
    
    
    
    87,013
    
    
    
    14.08Exercised
    
    
    (2,427
    )
    
    
    12.50
    
    
    
    (2,243
    )
    
    
    8.92Forfeited
    
    
    (6,769
    )
    
    
    14.71
    
    
    
    (4,532
    )
    
    
    15.23Outstanding at end of period
    
    
    322,598
    
    
    $
    15.09
    
    
    
    304,874
    
    
    $
    15.20Options exercisable at end of period
    
    
    255,400
    
    
    $
    15.21
    
    
    
    222,333
    
    
    $
    15.37Weighted-average fair value of options granted during the period
    
    
    
    
    
    $
    1.22
    
    
    
    
    
    
    $
    2.09
  Number outstanding
    
    
    2,884Range of exercise prices
    
    $
    8.92  9.75Number outstanding
    
    
    120,079Range of exercise prices
    
    $
    11.36  14.16Number outstanding
    
    
    199,635Range of exercise prices
    
    $
    14.55  17.17Weighted-average exercise price
    
    $
    15.09Weighted-average remaining contractual life
    
    6.68 yrs
 6.
    
    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, may, might, intends, could,
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.
 12




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##### Table of Contents



Camco Financial Corporation
 
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATION
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operation
 Overview:
    
    
    The Company closed its residential loan production offices in Canton, Ohio, and Huntington,
West Virginia due to deteriorating market conditions;
    
    Management combined retail banking regions from four to two;
    
    Loans receivable increased $4.0 million;
    
    Total deposits increased $12.0 million; retail deposits increased by $6.0 million;
    
    Nonperforming assets increased $3.0 million to 2.32% of assets;
    
    Net charge-offs totaled $967,000 ;
    
    Camco issued $5.0 million of trust preferred securities to support its previously announced
share repurchase program; and
    
    A quarterly dividend of $0.15 per share was declared.
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
(continued)
  Balance Sheet Transformation:
  13




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
(continued)
 Share Repurchase Plan:
 Branch Optimization and Profitability Improvement Initiatives:
   Discussion of Financial Condition Changes from December 31, 2006 to September 30, 2007
    14




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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, 2006 to September 30, 2007
     15




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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, 2006 to September 30, 2007
  In thousands
    
    September 30, 2007
    
    
    
    
    
    
    June 30, 200790+ days
    
    
    
    
    
    
    30 - 89
    
    
    90+ days30 - 89 days
    
    
    delinquent,
    
    
    
    
    
    
    days
    
    
    delinquent,delinquent
    
    
    accruing
    
    
    Nonaccrual
    
    
    delinquent
    
    
    accruing
    
    
    NonaccrualConstruction/Development
    
    $
    811
    
    
    $
    
    
    
    $
    2,133
    
    
    $
    473
    
    
    $
    
    
    
    $
    HELOC and second mortgage
    
    
    834
    
    
    
    
    
    
    
    1,133
    
    
    
    1,309
    
    
    
    
    
    
    
    8451-4 Family
    
    
    6,506
    
    
    
    
    
    
    
    10,076
    
    
    
    4,999
    
    
    
    
    
    
    
    8,379Multifamily
    
    
    139
    
    
    
    
    
    
    
    1,204
    
    
    
    
    
    
    
    
    
    
    
    4,117Commercial
    
    
    1,903
    
    
    
    1,141
    
    
    
    5,402
    
    
    
    2,684
    
    
    
    
    
    
    
    4,723Consumer and other
    
    
    1,666
    
    
    
    
    
    
    
    503
    
    
    
    754
    
    
    
    
    
    
    
    160Total
    
    $
    11,859
    
    
    $
    1,141
    
    
    
    20,451
    
    
    $
    10,219
    
    
    $
    
    
    
    $
    18,224
     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, 2006 to September 30, 2007
  General
  Interest Income
    17




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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, 2007 and 2006
(continued)
 Interest Expense
  Net Interest Income
   18




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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, 2007 and 2006
(continued)
 AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  For the nine months ended September 30,2007
    
    
    
    
    
    
    2006Average
    
    
    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)
    
    $
    837,956
    
    
    $
    43,218
    
    
    
    6.88
    %
    
    $
    845,159
    
    
    $
    40,600
    
    
    
    6.41
    %Mortgage-backed securities (2)
    
    
    51,677
    
    
    
    1,646
    
    
    
    4.25
    
    
    
    59,914
    
    
    
    1,843
    
    
    
    4.10Investment securities (2)
    
    
    54,224
    
    
    
    1,830
    
    
    
    4.50
    
    
    
    52,900
    
    
    
    1,609
    
    
    
    4.06Interest-bearing deposits and other interest-earning assets
    
    
    58,024
    
    
    
    2,464
    
    
    
    5.66
    
    
    
    63,120
    
    
    
    2,462
    
    
    
    5.20Total interest-earning assets
    
    $
    1,001,881
    
    
    
    49,158
    
    
    
    6.54
    
    
    $
    1,021,093
    
    
    
    46,514
    
    
    
    6.07Interest-bearing liabilities:Deposits
    
    $
    650,946
    
    
    $
    18,871
    
    
    
    3.87
    
    
    $
    644,990
    
    
    $
    15,276
    
    
    
    3.16Other borrowings
    
    
    257,564
    
    
    
    8,461
    
    
    
    4.38
    
    
    
    289,400
    
    
    
    8,753
    
    
    
    4.03Total interest-bearing liabilities
    
    $
    908,510
    
    
    
    27,332
    
    
    
    4.01
    
    
    $
    934,390
    
    
    
    24,029
    
    
    
    3.43Net interest income/Interest rate spread
    
    
    
    
    
    $
    21,826
    
    
    
    2.53
    %
    
    
    
    
    
    $
    22,485
    
    
    
    2.65
    %Net interest margin(3)
    
    
    
    
    
    
    
    
    
    
    2.90
    %
    
    
    
    
    
    
    
    
    
    
    2.94
    %Average interest-earning assets to average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    110.3
    %
    
    
    
    
    
    
    
    
    
    
    109.3
    %
 
 (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 assets. Provision for Losses on Loans
  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, 2007 and 2006
 Other Income
     General, Administrative and Other Expense
   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, 2007 and 2006
 General, Administrative and Other Expense (continued)
     Federal Income Taxes
  Comparison of Results of Operations for the Three Months Ended September 30, 2007 and 2006
 General
  Interest 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 Three Months Ended September 30, 2007 and 2006
 Interest Income (continued)
   2006 Q3
    
    2006 Q4
    
    2007 Q1
    
    2007 Q2$10,000
    
    $43,000
    
    $67,000
    
    $105,000
 Interest Expense
   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, 2007 and 2006
 Net Interest Income
  AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  For three months ended September 30,2007
    
    
    
    
    
    
    
    
    
    
    2006Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Averageoutstanding
    
    
    earned/
    
    
    yield/
    
    
    outstanding
    
    
    earned/
    
    
    yield/(Dollars in thousands)
    
    balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rateInterest-earning assets:Loans receivable (1)
    
    $
    844,101
    
    
    $
    14,490
    
    
    
    6.87
    %
    
    $
    843,372
    
    
    $
    13,860
    
    
    
    6.57
    %Mortgage-backed securities (2)
    
    
    51,225
    
    
    
    553
    
    
    
    4.32
    
    
    
    57,311
    
    
    
    602
    
    
    
    4.20Investment securities (2)
    
    
    50,539
    
    
    
    590
    
    
    
    4.67
    
    
    
    56,634
    
    
    
    590
    
    
    
    4.17Interest-bearing deposits and other interest-earning assets
    
    
    55,006
    
    
    
    801
    
    
    
    5.82
    
    
    
    64,387
    
    
    
    848
    
    
    
    5.27Total interest-earning assets
    
    $
    1,000,871
    
    
    
    16,434
    
    
    
    6.57
    
    
    $
    1,021,704
    
    
    
    15,900
    
    
    
    6.22Interest-bearing liabilities:Deposits
    
    $
    650,830
    
    
    
    6,537
    
    
    
    4.02
    
    
    $
    656,621
    
    
    
    5,744
    
    
    
    3.50FHLB advances
    
    
    256,078
    
    
    
    2,908
    
    
    
    4.54
    
    
    
    277,325
    
    
    
    2,904
    
    
    
    4.19Total interest-bearing liabilities
    
    $
    906,908
    
    
    
    9,445
    
    
    
    4.17
    
    
    $
    933,946
    
    
    
    8,648
    
    
    
    3.70Net interest income/Interest rate spread
    
    
    
    
    
    $
    6,989
    
    
    
    2.40
    %
    
    
    
    
    
    $
    7,252
    
    
    
    2.52
    %Net interest margin(3)
    
    
    
    
    
    
    
    
    
    
    2.79
    %
    
    
    
    
    
    
    
    
    
    
    2.84
    %Average interest-earning assets to average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    110.5
    %
    
    
    
    
    
    
    
    
    
    
    109.4
    %
 
 (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 assets. 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, 2007 and 2006
 Provision for Losses on Loans
  Other Income
    General, Administrative and Other Expense
    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, 2007 and 2006
 Federal Income Taxes
  Liquidity and Capital Resources
     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 (continued)
    Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    Morethan
    
    
    1-3
    
    
    3-5
    
    
    than1 year
    
    
    years
    
    
    years
    
    
    5 years
    
    
    Total(In thousands)Contractual obligations:Advances from the Federal Home Loan Bank
    
    $
    79,427
    
    
    $
    92,478
    
    
    $
    18,657
    
    
    $
    36,371
    
    
    $
    226,933Certificates of deposit
    
    
    285,860
    
    
    
    123,346
    
    
    
    5,023
    
    
    
    852
    
    
    
    415,081Repurchase Agreements
    
    
    13,144
    
    
    
    773
    
    
    
    
    
    
    
    
    
    
    
    13,917Subordinated debentures (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000Operating lease obligations
    
    
    76
    
    
    
    551
    
    
    
    389
    
    
    
    618
    
    
    
    1,634Ohio Equity Funds for Housing Limited Partnership
    
    
    789
    
    
    
    2,777
    
    
    
    700
    
    
    
    540
    
    
    
    4,806Amount of commitments per periodCommitments to originate loans:Overdraft lines of credit
    
    
    882
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    882Home equity lines of credit
    
    
    79,586
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,586Commercial lines of credit
    
    
    23,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,984One to fourfamily and multifamily loans
    
    
    18,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,205Nonresidential real estate, commercial and land loans
    
    
    573
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    573Total contractual obligations
    
    $
    502,526
    
    
    $
    219,925
    
    
    $
    24,769
    
    
    $
    43,381
    
    
    $
    790,601
 
 (1)
    
    The subordinated debentures are redeemable at par, at Camcos option, commencing September 15,
2012. The debentures mature on September 15, 2037. 26




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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 (continued)
   Camco:
 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)
    
    $
    93,422
    
    
    
    12.18
    %
    
    
    3$61,350
    
    
    
    38.0
    %
    
    
    3$76,687
    
    
    
    310.0
    %Tier I capital(to risk-weighted assets)
    
    $
    87,169
    
    
    
    11.37
    %
    
    
    3$30,675
    
    
    
    34.0
    %
    
    
    3$46,012
    
    
    
    3 6.0
    %Tier I leverage
    
    $
    87,169
    
    
    
    7.69
    %
    
    
    3$45,320
    
    
    
    34.0
    %
    
    
    3$56,650
    
    
    
    3 5.0
    %
 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)
    
    $
    85,828
    
    
    
    11.21
    %
    
    
    3$61,244
    
    
    
    38.0
    %
    
    
    3$76,547
    
    
    
    310.0
    %Tier I capital(to risk-weighted assets)
    
    $
    79,575
    
    
    
    10.39
    %
    
    
    3$30,622
    
    
    
    34.0
    %
    
    
    3$45,933
    
    
    
    3  6.0
    %Tier I leverage
    
    $
    79,575
    
    
    
    7.67
    %
    
    
    3$41,483
    
    
    
    34.0
    %
    
    
    3$51,854
    
    
    
    3  5.0
    %
    27




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##### Table of Contents



Camco Financial Corporation
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 Quantitative and Qualitative Disclosures about Market Risk
      28




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##### Table of Contents



Camco Financial Corporation
 Quantitative and Qualitative Disclosures about Market Risk (continued)
  Change in
    
    
    
    Percentage Change inInterest Rates
    
    
    
    Net Interest Income(basis points)
    
    
    
    12 Months+200
    
    
    
    
    
    -7.09
    %+100
    
    
    
    
    
    -3.05
    %-100
    
    
    
    
    
    -1.90
    %-200
    
    
    
    
    
    -4.11
    %
   Change inInterest Rates(basis points)
    
    
    
    Percentage change in EVE+200
    
    
    
    
    
    -2.41
    %+100
    
    
    
    
    
    -0.40
    %-100
    
    
    
    
    
    3.98
    %-200
    
    
    
    
    
    9.61
    %
 
 Controls and Procedures
   29




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##### Table of Contents



Camco Financial Corporation
 
  Legal Proceedings
  Risk Factors
  Unregistered Sales of Equity Securities and Use of Proceeds
     Total number ofshares purchased
    
    
    Maximum numberas part of publicly
    
    
    of shares that mayPeriod of
    
    Number of shares
    
    
    Average price paid
    
    
    announced plans
    
    
    yet be repurchasedRepurchase
    
    repurchased
    
    
    per share
    
    
    or programs
    
    
    under the programJuly 1  31
    
    
    6,550
    
    
    $
    12.55
    
    
    
    106,761
    
    
    
    264,641August 1  31
    
    
    75,817
    
    
    
    13.06
    
    
    
    182,578
    
    
    
    188,824September 1  30
    
    
    45,800
    
    
    
    13.30
    
    
    
    228,378
    
    
    
    143,024Total
    
    
    128,167
    
    
    $
    13.12
    
    
    
    228,378
    
    
    
    143,024
   Defaults Upon Senior Securities
  Submission of Matters to a Vote of Security Holders
  Other Information
  30




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##### Table of Contents



Exhibits
 Exhibit 3(i)
    
    Third Restated Certificate of
Incorporation of Camco Financial
Corporation, as amended
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 1999,
Film no. 585779 (1999 Form 10-K),
Exhibit 3(i)Exhibit 3(ii)
    
    2003 Amended and Restated
By-Laws of Camco Financial
Corporation
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2006,
Exhibit 3(ii)Exhibit 10(i)
    
    Employment Agreement dated
January 1, 2001, by and between
Camco Financial Corporation and
Richard C. Baylor
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2001,
Exhibit 10(i)Exhibit 10(ii)
    
    Line of Credit Agreement with
Key Bank
    
    Incorporated by reference to Camcos
form 10-Q for the quarter ended
9/30/06, Exhibit 10.(i)Exhibit 10(iii)
    
    Form of 2002 Salary Continuation
Agreement, including individualized
Schedule As for each participant
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2003
(2003 Form 10-K), Exhibit 10(iv)Exhibit 10(iv)
    
    Form of 1996 Salary Continuation
Agreement, including Schedule As
for D. Edward Rugg and Edward A.
Wright
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(iv)Exhibit 10(v)
    
    Form of Executive Deferred
Compensation Agreement
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(vi)Exhibit 10(vi)
    
    First Ashland Financial Corporation
1995 Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File Number
333-90142, Exhibit 4.01Exhibit 10(vii)
    
    Incentive Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(vii)Exhibit 10(viii)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended Decmber 31, 2004
(2004 Form 10-K), Exhibit 10(viii)Exhibit 10(ix)
    
    Camco Financial Corporation 2002
Equity Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90152, Exhibit 4.01Exhibit 10(x)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
and Incentive Plan
    
    Incorporated by reference to Camcos
Form 8K filed on February 2, 2005,
film no. 05570393 (2005 8-K),
Exhibit 10.5
 31




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##### Table of Contents



Exhibit 10(xi)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
and Incentive Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
(2004 Form 10-K), Exhibit 10(xi)Exhibit 10(xii)
    
    Camco Financial Corporation 1995
Stock Option and Incentive Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on June 10, 2002, File
Number 333-90166, Exhibit 4.01Exhibit 10(xiii)
    
    Westwood Homestead Financial
Corporation 1997 Stock Option Plan
    
    Incorporated by reference to Camcos
Form S-8 filed on January 5, 2000, File Number
333-94113, Exhibit 4.01Exhibit 10(xiv)
    
    Incentive Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8K, Exhibit 10.4Exhibit 10(xv)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8K, Exhibit 10.3Exhibit 10(xvi)
    
    Summary of Bonus Plan
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
Fiscal year ended 12/31/05, Exhibit
10(xvi)Exhibit 10(xvii)
    
    Change of Control Agreement
including Attachment A listing
participants
    
    Incorporated by reference to Camcos
Quarterly Report on Form 10-Q for the
Quarter ended 6/30/07, Exhibit 10(xvii)Exhibit 11
    
    Statement regarding computation of per share earnings (incorporated by reference to Note 4 on
pages 11 of this Form 10-Q)Exhibit 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
 32




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##### Table of Contents



SIGNATURES
  Date: November 8, 2007
    By:

/s/ Richard C. BaylorRichard C. BaylorChief Executive OfficerDate: November 8, 2007
    By:

/s/ Eric S. NadeauEric S. NadeauChief Financial Officer 33