**EXHIBIT 10(xvii)****CHANGE OF CONTROL AGREEMENT**THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered intoas of the          day of        ,200  , by and between Camco Financial Corporation,a Delaware corporation (“Camco”), and          (the“Employee”);WITNESSETH:WHEREAS, the Employee is employed as the       of Advantage Bank (the “Bank”), a wholly-ownedsubsidiary of Camco;WHEREAS, as a result of the skill, knowledge and experience of the Employee, Camco believes it isin the best interest of Camco and its stockholders to provide the Employee with a sense of securityand fair treatment to encourage the Employee to remain an employee of Camco;WHEREAS, Camco and the Employee desire to enter into this Agreement to set forth theirunderstanding as to their respective rights and obligations in the event of the termination ofEmployee’s employment under the circumstances set forth in this Agreement.NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, Camco andthe Employee hereby agree as follows:1. Term. The term of this Agreement shall commence on      , and shall end      , subject toextension and to earlier termination as provided herein (the “Term”). Prior to each anniversary ofthe date of this Agreement, the Board of Directors of Camco shall review the performance of theEmployee. In connection with such annual review, the Term of this Agreement shall be extended for aone-year period beyond the then-effective expiration date, provided the Board of Directors ofCamco, in its sole discretion, determines in a duly adopted resolution that this Agreement shouldbe extended.2. Termination of Employment.               (a) Termination by Camco in Connection with a Change of Control. In the event that theemployment of the Employee is terminated by Camco, the Bank or their respective successors orassigns, during the Term for any reason other than Just Cause within six months prior to a Changeof Control (hereinafter defined) or within one year after a Change of Control, then the followingshall occur:(i) Camco shall promptly pay to the Employee or to his beneficiaries, dependents or estate anamount equal to two times the amount of the Employee’s annual compensation as most recently setprior to the occurrence of the Change of Control;
 

 
     (ii) The Employer shall pay the premiums required to maintain coverage for the Employee andhis eligible dependents under the health insurance plan of Camco or the Bank in which the Employeeis a participant immediately prior to the Change of Control in accordance with the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended, until the earliest of (A) the secondanniversary of the termination of the Employee’s employment or (B) the date on which the Employeeis eligible to be included in another employer’s benefit plans as a full-time employee; and     (iii) The Employee shall not be required to mitigate the amount of any payment provided for in thisAgreement by seeking other employment or otherwise, nor shall any amounts received from otheremployment or otherwise by the Employee offset in any manner the obligations of Camco hereunder,except as specifically stated in subparagraph (b).For purposes of this Agreement, the term “Just Cause” means the Employee’s personal dishonesty,incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentionalfailure or refusal to perform the duties and responsibilities assigned in this Agreement, willfulviolation of any law, rule, regulation (other than traffic violations or similar offenses) or finalcease-and-desist order, conviction of a felony or for fraud or embezzlement, or material breach ofany provision of this Agreement.               (b) Termination by the Employee in Connection with a Change of Control. The Employeemay voluntarily terminate his employment pursuant to this Agreement within twelve months followinga Change of Control and shall be entitled to compensation as set forth in Section 2(a) of thisAgreement in the event that:(i) the present capacity or circumstances in which the Employee is employed immediately prior tothe completion of the Change of Control are materially changed, in the reasonable opinion of theEmployee (including, without limitation, a material reduction in responsibilities or authority or areduction in salary);     (ii) the Employee is required to move his personal residence, or perform his principalexecutive functions, more than thirty-five (35) miles from his primary office as of the date of thecommencement of the Term of this Agreement; or     (iii) Camco otherwise breaches this Agreement in any material respect.In the event that payments pursuant to this Section 2 would result in the imposition of a penaltytax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and theregulations promulgated thereunder (“Section 280G”), such payments shall be reduced to the maximumamount which may be paid under Section 280G without exceeding such limits. In the event a reductionin payments is necessary in order to comply with the requirements of this Agreement relating to thelimitations of Section 280G or applicable regulatory limits, the Employee may determine, in hissole discretion, which categories of payments are to be reduced or eliminated.               (c) Death of the Employee. This Agreement shall automatically terminate upon the deathof the Employee.               (d) “Golden Parachute” Provision. Any payments made to the Employee pursuant to thisAgreement or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k)and any regulations promulgated thereunder.
 

 
               (e) Definition of “Change of Control”. A “Change of Control” shall mean any one of thefollowing events:          (i) the acquisition of ownership or power to vote more than 25% of the voting stock ofCamco; (ii) the acquisition of the ability to control the election of a majority of thedirectors of Camco; (iii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of Camco cease for any reason toconstitute at least a majority thereof; provided, however, that any individual whoseelection or nomination for election as a member of the Board of Directors of Camco wasapproved by a vote of at least two-thirds of the directors then in office shall beconsidered to have continued to be a member of the Board of Directors of Camco; or (iv) theacquisition by any person or entity of “conclusive control” of Camco within the meaning of12 C.F.R. §574.4(a), or the acquisition by any person or entity of “rebuttable control”within the meaning of 12 C.F.R. §574.4(b) that has not been rebutted in accordance with 12C.F.R. §574.4(c). For purposes of this paragraph, the term “person” refers to an individualor corporation, partnership, trust, association, or other organization, but does not includethe Employee and any person or persons with whom the Employee is “acting in concert” withinthe meaning of 12 C.F.R. Part 574. The occurrence of any of the foregoing events withrespect to the Bank shall not constitute a Change of Control for purposes of this Agreement.3. Confidential Information. The Employee acknowledges that during his employment he willlearn and have access to confidential information regarding Camco and its customers and businesses.The Employee agrees and covenants not to disclose or use for his own benefit, or the benefit of anyother person or entity, any confidential information, unless or until Camco consents to suchdisclosure or use or such information becomes common knowledge in the industry or is otherwiselegally in the public domain. The Employee shall not knowingly disclose or reveal to anyunauthorized person any confidential information relating to Camco, its subsidiaries or affiliates,or to any of the businesses operated by them, and the Employee confirms that such informationconstitutes the exclusive property of Camco. The Employee shall not otherwise knowingly act orconduct himself (a) to the material detriment of Camco, its subsidiaries, or affiliates, or (b) ina manner which is inimical or contrary to the interests of Camco.4. Nonassignability. Neither this Agreement nor any right or interest hereunder shallbe assignable by the Employee, his beneficiaries or his legal representatives without Camco’s priorwritten consent; provided, however, that nothing in this Section 4 shall preclude (a) the Employeefrom designating a beneficiary to receive any benefits payable hereunder upon his death, or (b) theexecutors, administrators, or other legal representatives of the Employee or his estate fromassigning any rights hereunder to the person or persons entitled thereto.5. No Attachment. Except as required by law, no right to receive payment under thisAgreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge or hypothecation or to execution, attachment, levy, or similar process of assignmentby operation of law, and any attempt, voluntary or involuntary, to effect any such action shall benull, void and of no effect.6. Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of,the Employee and Camco and their respective permitted successors and assigns.7. Amendment of Agreement. This Agreement may not be modified or amended, except by aninstrument in writing signed by the parties hereto.
 

 
8. Waiver. No term or condition of this Agreement shall be deemed to have been waived, norshall there be an estoppel against the enforcement of any provision of this Agreement, except bywritten instrument of the party charged with such waiver or estoppel. No such written waiver shallbe deemed a continuing waiver, unless specifically stated therein, and each waiver shall operateonly as to the specific term or condition waived and shall not constitute a waiver of such term orcondition for the future or as to any act other than the act specifically waived.9. Severability. If, for any reason, any provision of this Agreement is held invalid, suchinvalidity shall not affect the other provisions of this Agreement not held so invalid, and eachsuch other provision shall, to the full extent consistent with applicable law, continue in fullforce and effect.10. Headings. The headings of the paragraphs herein are included solely for convenience ofreference and shall not control the meaning or interpretation of any of the provisions of thisAgreement.11. Governing Law; Regulatory Authority. This Agreement has been executed and delivered inthe State of Ohio and its validity, interpretation, performance and enforcement shall be governedby the laws of the State of Ohio, except to the extent that federal law is governing. If thisAgreement conflicts with any applicable federal law as now or hereafter in effect, then federal lawshall govern.12. Effect of Prior Agreements. This Agreement contains the entire understanding betweenthe parties hereto and supersedes any prior employment agreement between Camco or any predecessorof Camco and the Employee.13. Notices. Any notice or other communication required or permitted pursuant to thisAgreement shall be deemed delivered if such notice or communication is in writing and is deliveredpersonally or by facsimile transmission or is deposited in the United States mail, postage prepaid,addressed as follows:     If to Camco: