##### 



Certain Defined Terms




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##### 



2




---



##### 



provided
 minus plus plus
   provided, however
   3




---



##### 



4




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##### 



Rules of Construction
 Total Facility; Interest and Fees
 Line of Credit Loans provided, however,
 5




---



##### 



Line of Credit; Default Interest; Commitment Fee; Other Fees
 per annum plus
  Loans
 Forms of Loans .
 Availability of Loans
 Borrowing Procedures
 provided, however
 6




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##### 



The Line of Credit Notes; Interest
 Form of Line of Credit Notes per annum provided, however
 Interest on Prime Rate Loans per annum
 7




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##### 



Interest on LIBOR Loans per annum provided, however
 Additional Interest per
annum divided by minus
 Withholding Taxes
 Interest Rates
 Failure to Elect Interest Option
 Prepayments and Right to Reborrow over
 8




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##### 



Principal
 Set Offs
 Payments and Endorsements
    Use of Proceeds
 Cancellation
 9




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##### 



Additional Provisions and Limitations Relating to LIBOR Loans
 Additions
 Deposits Unavailable
 Illegality
 Change in Law
 10




---



##### 



Certificate as to Payment
 Substitution
 Increased Costs provided, however,
 Interest Period
 11




---



##### 



provided, however
 Limitation
 Statement
 Confidentiality provided, however
 Conditions of Borrowing
 All Loans
 Closing
 12




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Representations and Warranties
 Organization and Authority; Subsidiaries
 Financial Statements
 Business Activities
 Title to Property .
 13




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Litigation
 No Legal Obstacle to Agreement
 Burdensome Obligations
 ERISA
 Binding Obligation
 Insurance
 14




---



##### 



Margin Activity
 Disclosure
 Taxes
 No Governmental Approvals
 Investments, Loans and Advances
 Books and Records
 15




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##### 



Solvency
 Capitalization.
 Covenants
 Insurance.
  Reports
 .
  Additional Reports
 16




---



##### 



Indebtedness
 Affiliate Transactions
 Notice of Default
 Payment of Taxes, Etc. provided, however
 Litigation
   Existence, Etc.
 17




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##### 



Prohibition of Fundamental Changes.
    Limitation on Liens
 Application of Moneys
 Payments
  18




---



##### 



first second third fourth
 Reserved Rights
 Events of Default
 Events of Default.
     provided, however
 19




---



##### 



provided, however
 20




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##### 



Acceleration
 Late Processing Fee
 Miscellaneous
 Survival of Covenants
 Successors and Assigns
 Notice
 21




---



##### 



provided,
however
 Waiver
 Modification
 Expenses
 Enforceability
 Captions
 Governing Law
 Counterparts
 22




---



##### 



Entire Agreement
 Consent to Jurisdiction
 Indemnification
 23




---



##### 



Waiver of Jury Trial.
 USA PATRIOT ACT NOTIFICATION
  Government Regulation
 24




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##### 



KEYBANK NATIONAL ASSOCIATIONBy:Name:Its:Address for notices:527 Newark-Granville Road
P. O. Box 434
Granville, Ohio 43023CAMCO FINANCIAL CORPORATIONBy:Name:Its:Address for notices:
 25




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None
 26




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27




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28




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$
    
    Columbus, Ohio, 200___
  Section 1. Loan Agreement .
  CAMCO FINANCIAL CORPORATIONBy:Name:Its:
 29