AMENDMENT TO
CAMCO FINANCIAL CORPORATION
AND AFFILIATE  DIRECTOR DEFERRED COMPENSATION PLAN
            st st st th st th st st
     CAMCO FINANCIAL CORPORATIONBy:

/s/ James E. HustonJames E. Huston, Chairman




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EXHIBIT A
 
    1.
    
    (a) Subject to the Deferred Compensation Plans continued compliance with Section 2
hereof, Broker shall effect a purchase or purchases (each, a Purchase) on the Adjustment
Dates of as many Common Shares as may be purchased with the total of all cash Company
Contributions deferred by Participants to their Stock Accounts.(b) A Purchase may be made in the open market or through privately negotiated transactions.
Broker shall comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule
10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), in
connection with Purchases of Common Shares in the open market pursuant to this Purchase
Plan. The Deferred Compensation Plan agrees not to take any action that would cause
Purchases not to comply with Rule 10b-18 or Rule 10b5-1.2.
    
    The Deferred Compensation Plan shall pay to Broker a commission of $___cents per share
of Common Shares purchased under this Purchase Plan. The Deferred Compensation Plan will be
notified of all transactions pursuant to customary trade confirmations.3.
    
    This Purchase Plan shall become effective on the date hereof and shall terminate upon
resolution by the Board of Directors of Camco Financial Corporation.4.
    
    The Deferred Compensation Plan understands that Broker may not be able to effect a
Purchase due to a market disruption or a legal, regulatory or contractual restriction or
internal policy applicable to Broker or otherwise. If any Purchase cannot be executed as
required by Section 1 due to a market disruption, a legal, regulatory or contractual
restriction or internal policy applicable to Broker or any other event, such Purchase shall
be cancelled and shall not be effected pursuant to this Purchase Plan.5.
    
    The Deferred Compensation Plan represents and warrants, on the date hereof and on the
date of any amendment hereto, that: (a) it is not aware of material, nonpublic information
with respect to Camco Financial Corporation and (b) it is entering into this Purchase Plan
in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1
under the Exchange Act or other applicable securities laws.6.
    
    It is the intent of the parties that this Purchase Plan comply with the requirements of
Rule 10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Exchange Act, and this Purchase Plan
shall be interpreted to comply with the requirements thereof.7.
    
    This Purchase Plan shall be governed by and construed in accordance with the laws of
the State of Ohio and may be modified or amended only by a writing signed by the parties
hereto.




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8.
    
    The Deferred Compensation Plan represents and warrants that the transactions
contemplated hereby are consistent with the Deferred Compensation Plan, which was duly
authorized by Camco Financial Corporations board of directors.9.
    
    Except as contemplated by Section 3 of this Purchase Plan, the Deferred Compensation
Plan acknowledges and agrees that it does not have authority, influence or control over any
Purchase effected by Broker pursuant to this Purchase Plan and the Deferred Compensation
Plan will not attempt to exercise any authority, influence or control over Purchases.
Broker agrees not to seek advice from the Deferred Compensation Plan with respect to the
manner in which it effects Purchases under this Purchase Plan.10.
    
    This Purchase/Sale Plan may be executed in any number of counterparts, all of which,
taken together, shall constitute one and the same agreement.11.
    
    IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first
written above.
  By:Name:Title:
  By:Name:Title: