##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 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. Employerincorporation or organization)
    
    Identification Number)
 6901 Glenn Highway, Cambridge, Ohio 43725
   None
    
    None(Title of Each Class)
    
    (Name of exchange on which registered)
 Common Stock, $1 par value per share
 o þ
 o þ
 þ o
 þ
  þ o o
 o þ
     -1-




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##### Table of Contents



-2-




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TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2.PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Common StockItem 6. Selected Consolidated Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statements and Supplementary Data.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other Information.PART IIIItem 10. Directors and Executive Officers of the Registrant.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions.Item 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.SIGNATURESINDEX TO EXHIBITSEX-10(XVI)EX-10(XVII)EX-23EX-23(I)EX-31(I)EX-31(II)EX-32(I)EX-32(II)    Table of Contents  
 PART I
 
 Item 1. Business.
 General
        http://www.camcofinancial.com
 3




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Lending Activities
 General
 Loan Portfolio Composition
 At December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percentof total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of totalAmount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans(Dollars in thousands)Type of loan:Existing residential properties(1)
    
    $
    591,407
    
    
    
    69.7
    %
    
    $
    603,722
    
    
    
    72.1
    %
    
    $
    652,953
    
    
    
    81.1
    %
    
    $
    641,464
    
    
    
    80.5
    %
    
    $
    705,056
    
    
    
    80.9
    %Construction
    
    
    74,601
    
    
    
    8.8
    
    
    
    75,055
    
    
    
    9.0
    
    
    
    44,189
    
    
    
    5.5
    
    
    
    33,122
    
    
    
    4.1
    
    
    
    42,666
    
    
    
    4.9Nonresidential real estate
    
    
    105,380
    
    
    
    12.4
    
    
    
    105,247
    
    
    
    12.6
    
    
    
    51,533
    
    
    
    6.4
    
    
    
    74,094
    
    
    
    9.3
    
    
    
    70,239
    
    
    
    8.1Developed building lots
    
    
    23,262
    
    
    
    2.7
    
    
    
    15,854
    
    
    
    1.9
    
    
    
    1,725
    
    
    
    0.2
    
    
    
    535
    
    
    
    0.1
    
    
    
    5,908
    
    
    
    0.7Consumer and other loans(2)
    
    
    94,547
    
    
    
    11.1
    
    
    
    84,550
    
    
    
    10.1
    
    
    
    78,155
    
    
    
    9.7
    
    
    
    67,712
    
    
    
    8.5
    
    
    
    69,116
    
    
    
    7.9Total
    
    
    889,197
    
    
    
    104.7
    
    
    
    884,428
    
    
    
    105.7
    
    
    
    828,555
    
    
    
    102.9
    
    
    
    816,927
    
    
    
    102.5
    
    
    
    892,985
    
    
    
    102.5Less:Undisbursed loans in process
    
    
    (33,262
    )
    
    
    (3.9
    )
    
    
    (40,349
    )
    
    
    (4.8
    )
    
    
    (17,022
    )
    
    
    (2.1
    )
    
    
    (13,089
    )
    
    
    (1.6
    )
    
    
    (15,343
    )
    
    
    (1.8
    )Unamortized yield adjustments
    
    
    (266
    )
    
    
    (0.0
    )
    
    
    (937
    )
    
    
    (0.1
    )
    
    
    (810
    )
    
    
    (0.1
    )
    
    
    (1,390
    )
    
    
    (0.2
    )
    
    
    (1,940
    )
    
    
    (0.2
    )Allowance for loan losses
    
    
    (6,959
    )
    
    
    (0.8
    )
    
    
    (6,476
    )
    
    
    (0.8
    )
    
    
    (5,641
    )
    
    
    (0.7
    )
    
    
    (5,490
    )
    
    
    (0.7
    )
    
    
    (4,256
    )
    
    
    (0.5
    )Total loans, net
    
    $
    848,710
    
    
    
    100.0
    %
    
    $
    836,666
    
    
    
    100.0
    %
    
    $
    805,082
    
    
    
    100.0
    %
    
    $
    796,958
    
    
    
    100.0
    %
    
    $
    871,446
    
    
    
    100.0
    %
 
 (1)
    
    Includes loans held for sale, home equity lines of credit and mortgage servicing rights.(2)
    
    Includes second mortgage, multifamily and commercial loans. 4




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Loan Maturity Schedule.
 Due during theyear ending
    
    
    
    
    
    
    Due inDecember 31,
    
    
    Due in years
    
    
    years after2006
    
    

20072011
    
    
    2011
    
    
    Total(In thousands)Real estate loans (1):One- to four-family
    
    
    10,812
    
    
    
    80,544
    
    
    
    521,800
    
    
    
    613,156Multifamily
    
    
    4,402
    
    
    
    1,463
    
    
    
    46,588
    
    
    
    52,453Nonresidential
    
    
    9,463
    
    
    
    16,448
    
    
    
    97,788
    
    
    
    123,699Commercial
    
    
    6,227
    
    
    
    6,201
    
    
    
    8,530
    
    
    
    20,958Consumer and other loans (2)
    
    
    14,739
    
    
    
    14,563
    
    
    
    7,447
    
    
    
    36,749Total
    
    $
    45,643
    
    
    $
    119,219
    
    
    $
    682,153
    
    
    $
    847,015
 
 (1)
    
    Excludes loans held for sale of $1.9 million and does not consider the effects of
unamortized yield adjustments of $266,000, the allowance for loan losses of $7.0 million
and mortgage-servicing rights totaling $7.0 million.(2)
    
    Includes loans secured by developed building lots.  Due afterDecember 31, 2006(In thousands)Fixed rate of interest
    
    $
    227,119Adjustable rate of interest
    
    
    574,253Total
    
    $
    801,372
  Residential Loans.
   5




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Construction Loans.
   Nonresidential Real Estate Loans
  6




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##### Table of Contents



Consumer and Other Loans
 Developed Building Lots
 Loan Solicitation and Processing
    Loan Originations, Purchases and Sales
 7




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##### Table of Contents



Year ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(In thousands)Loans originated:Construction
    
    $
    45,066
    
    
    $
    45,826
    
    
    $
    37,791
    
    
    $
    54,114
    
    
    $
    35,330Permanent
    
    
    121,033
    
    
    
    164,540
    
    
    
    422,021
    
    
    
    447,379
    
    
    
    240,625Consumer and other
    
    
    234,214
    
    
    
    126,168
    
    
    
    147,668
    
    
    
    70,772
    
    
    
    83,126Total loans originated
    
    
    400,313
    
    
    
    336,534
    
    
    
    607,480
    
    
    
    572,265
    
    
    
    359,081Loans purchased (1)
    
    
    14,490
    
    
    
    70,602
    
    
    
    126,006
    
    
    
    116,306
    
    
    
    17,755ReductionPrincipal repayments (1)
    
    
    344,344
    
    
    
    243,074
    
    
    
    407,521
    
    
    
    441,419
    
    
    
    273,212Loans sold (1)
    
    
    69,734
    
    
    
    130,801
    
    
    
    337,376
    
    
    
    239,636
    
    
    
    215,289Transfers from loans to real estate owned
    
    
    3,725
    
    
    
    6,591
    
    
    
    4,010
    
    
    
    1,270
    
    
    
    3,208Total reductions
    
    
    (417,803
    )
    
    
    (380,466
    )
    
    
    (748,907
    )
    
    
    (682,325
    )
    
    
    (491,709
    )Increase (decrease) in other items, net (2)
    
    
    (1,559
    )
    
    
    (2,655
    )
    
    
    (8,167
    )
    
    
    (1,142
    )
    
    
    (3,162
    )Decrease due to sales (3)
    
    
    
    
    
    
    (42,634
    )
    
    
    
    
    
    
    
    
    
    
    Increase due to mergers (4)
    
    
    
    
    
    
    49,050
    
    
    
    
    
    
    
    
    
    
    
    81,426Net increase (decrease)
    
    $
    (4,559
    )
    
    $
    30,431
    
    
    $
    (23,588
    )
    
    $
    5,104
    
    
    $
    (36,609
    )
 
 (1)
    
    Includes mortgage-backed securities.(2)
    
    Other items primarily consist of amortization of deferred loan origination fees, the
provision for losses on loans and unrealized gains on mortgage-backed securities designated as
available for sale.(3)
    
    The 2004 decrease resulted from the sale of the Ashland division.(4)
    
    The 2001 increase resulted from the acquisition of Columbia Financial and the 2004 increase
resulted from the acquisition of London. Lending Limit
  8




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##### Table of Contents



Loan Origination and Other Fees.
 Delinquent Loans, Nonperforming Assets and Classified Assets
   At December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(Dollars in thousands)Loans delinquent for:30 to 89 days
    
    $
    9,490
    
    
    $
    12,302
    
    
    $
    8,682
    
    
    $
    10,524
    
    
    $
    14,23890 or more days
    
    
    13,922
    
    
    
    9,794
    
    
    
    13,608
    
    
    
    13,625
    
    
    
    7,885Total delinquent loans
    
    $
    23,412
    
    
    $
    22,096
    
    
    $
    22,290
    
    
    $
    24,149
    
    
    $
    22,123Ratio of total delinquent loans to
total net loans (1)
    
    
    2.76
    %
    
    
    2.64
    %
    
    
    2.77
    %
    
    
    3.03
    %
    
    
    2.54
    %
 
 (1)
    
    Total net loans includes loans held for sale. 9




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At December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(Dollars in thousands)Loans accounted for on nonaccrual basis:Real estate:Residential
    
    $
    10,267
    
    
    $
    7,922
    
    
    $
    12,135
    
    
    $
    11,021
    
    
    $
    3,677Nonresidential
    
    
    3,109
    
    
    
    463
    
    
    
    357
    
    
    
    1,726
    
    
    
    367Commercial
    
    
    387
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other
    
    
    159
    
    
    
    1,409
    
    
    
    1,116
    
    
    
    878
    
    
    
    393Total nonaccrual loans
    
    
    13,922
    
    
    
    9,794
    
    
    
    13,608
    
    
    
    13,625
    
    
    
    4,437Accruing loans delinquent 90 days or more:Real estate:Residential
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,564Nonresidential
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206Consumer and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    678Total loans 90 days past due
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,448Total nonperforming loans
    
    $
    13,922
    
    
    $
    9,794
    
    
    $
    13,608
    
    
    $
    13,625
    
    
    $
    7,885Allowance for loan losses
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641
    
    
    $
    5,490
    
    
    $
    4,256Nonperforming loans as a percent of
total net loans (1)
    
    
    1.64
    %
    
    
    1.17
    %
    
    
    1.69
    %
    
    
    1.71
    %
    
    
    .90
    %Allowance for loan losses as a percent of
nonperforming loans
    
    
    50.0
    %
    
    
    66.1
    %
    
    
    41.5
    %
    
    
    40.3
    %
    
    
    54.0
    %
 
 (1)
    
    Includes loans held for sale.    10




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At December 31, 2005(In thousands)Classified assets:Substandard
    
    $
    8,120Doubtful
    
    
    3Loss
    
    
    17Total classified assets
    
    $
    8,140
  Allowance for Loan Losses.
 Year ended December 31,2005
    
    


2004
    
    

2003
    
    

2002
    
    
    2001(Dollars in thousands)Balance at beginning of year
    
    $
    6,476
    
    
    $
    5,641
    
    
    $
    5,490
    
    
    $
    4,256
    
    
    $
    2,906Charge-offs:1-4 family residential real estate
    
    
    877
    
    
    
    1,142
    
    
    
    509
    
    
    
    134
    
    
    
    66Multifamily and nonresidential real estate
    
    
    146
    
    
    
    25
    
    
    
    418
    
    
    
    
    
    
    
    12Consumer and other
    
    
    257
    
    
    
    430
    
    
    
    392
    
    
    
    73
    
    
    
    657Total charge-offs
    
    
    1,280
    
    
    
    1,597
    
    
    
    1,319
    
    
    
    207
    
    
    
    735Recoveries:1-4 family residential real estate
    
    
    265
    
    
    
    180
    
    
    
    17
    
    
    
    23
    
    
    
    3Consumer and other
    
    
    18
    
    
    
    9
    
    
    
    7
    
    
    
    249
    
    
    
    23Total recoveries
    
    
    283
    
    
    
    189
    
    
    
    24
    
    
    
    272
    
    
    
    26Net (charge-offs) recoveries
    
    
    (997
    )
    
    
    (1,408
    )
    
    
    (1,295
    )
    
    
    65
    
    
    
    (709
    )Provision for losses on loans
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446
    
    
    
    1,169
    
    
    
    759Increase attributable to mergers (1)
    
    
    
    
    
    
    623
    
    
    
    
    
    
    
    
    
    
    
    1,300Balance at end of year
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641
    
    
    $
    5,490
    
    
    $
    4,256Net (charge-offs) recoveries to average loans
    
    
    (.12
    )%
    
    
    (.17
    )%
    
    
    (.17
    )%
    
    
    .01
    %
    
    
    (.08
    )%
 
 (1)
    
    The 2004 increase resulted from the acquisition of London and the 2001 increase resulted
from the acquisition of Columbia Financial. 11




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At December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percentof loans
    
    
    
    
    
    
    of loans
    
    
    
    
    
    
    of loans
    
    
    
    
    
    
    of loans
    
    
    
    
    
    
    of loansin each
    
    
    
    
    
    
    in each
    
    
    
    
    
    
    in each
    
    
    
    
    
    
    in each
    
    
    
    
    
    
    in eachcategory
    
    
    
    
    
    
    category
    
    
    
    
    
    
    category
    
    
    
    
    
    
    category
    
    
    
    
    
    
    categoryto total
    
    
    
    
    
    
    to total
    
    
    
    
    
    
    to total
    
    
    
    
    
    
    to total
    
    
    
    
    
    
    to totalAmount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans(Dollars in thousands)Balance at year end
applicable to:Secured loans
    
    $
    5,262
    
    
    
    95.8
    %
    
    $
    4,915
    
    
    
    94.9
    %
    
    $
    4,452
    
    
    
    90.3
    %
    
    $
    4,910
    
    
    
    91.5
    %
    
    $
    3,418
    
    
    
    92.1
    %Unsecured
loans
    
    
    1,697
    
    
    
    4.2
    
    
    
    1,561
    
    
    
    5.1
    
    
    
    1,189
    
    
    
    9.7
    
    
    
    580
    
    
    
    8.5
    
    
    
    838
    
    
    
    7.9Total
    
    $
    6,959
    
    
    
    100.0
    %
    
    $
    6,476
    
    
    
    100.0
    %
    
    $
    5,641
    
    
    
    100.0
    %
    
    $
    5,490
    
    
    
    100.0
    %
    
    $
    4,256
    
    
    
    100.0
    %
 Investment and Mortgage-Backed Securities Activities
   At December 31,2005
    
    
    2004
    
    
    2003Amortized
    
    
    % of
    
    
    Fair
    
    
    % of
    
    
    Amortized
    
    
    % of
    
    
    Fair
    
    
    % of
    
    
    Amortized
    
    
    % of
    
    
    Fair
    
    
    % ofcost
    
    
    total
    
    
    value
    
    
    total
    
    
    cost
    
    
    total
    
    
    value
    
    
    total
    
    
    cost
    
    
    total
    
    
    value
    
    
    total(Dollars in thousands)Held to maturity:U.S. Government
agency obligations
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    2,999
    
    
    
    2.8
    %
    
    $
    2,997
    
    
    
    2.7
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %Municipal bonds
    
    
    919
    
    
    
    0 .8
    
    
    
    947
    
    
    
    0.8
    
    
    
    1,124
    
    
    
    1.0
    
    
    
    1,177
    
    
    
    1.1
    
    
    
    1,130
    
    
    
    1.0
    
    
    
    1,204
    
    
    
    1.0Mortgage-backed
securities
    
    
    3,257
    
    
    
    2.8
    
    
    
    3,251
    
    
    
    2.9
    
    
    
    4,146
    
    
    
    3.8
    
    
    
    4,188
    
    
    
    3.9
    
    
    
    7,704
    
    
    
    6.8
    
    
    
    7,839
    
    
    
    6.9Total
    
    
    4,176
    
    
    
    3.6
    
    
    
    4,198
    
    
    
    3.7
    
    
    
    8,269
    
    
    
    7.6
    
    
    
    8,362
    
    
    
    7.7
    
    
    
    8,834
    
    
    
    7.8
    
    
    
    9,043
    
    
    
    7.9Available for sale:U.S. Government
agency obligations
    
    
    47,993
    
    
    
    41.3
    
    
    
    47,374
    
    
    
    41.7
    
    
    
    18,007
    
    
    
    16.6
    
    
    
    17,921
    
    
    
    16.5
    
    
    
    25,640
    
    
    
    22.6
    
    
    
    25,881
    
    
    
    22.7Municipal bonds
    
    
    346
    
    
    
    0.3
    
    
    
    348
    
    
    
    0.3
    
    
    
    523
    
    
    
    0.5
    
    
    
    536
    
    
    
    0.5
    
    
    
    625
    
    
    
    .05
    
    
    
    651
    
    
    
    0.6Corporate equity
securities
    
    
    159
    
    
    
    0.1
    
    
    
    185
    
    
    
    0.1
    
    
    
    247
    
    
    
    0.2
    
    
    
    387
    
    
    
    0.4
    
    
    
    330
    
    
    
    0.3
    
    
    
    476
    
    
    
    0.4Treasury
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    999
    
    
    
    0.9
    
    
    
    995
    
    
    
    0.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage-backed
securities
    
    
    63,536
    
    
    
    54.7
    
    
    
    61,607
    
    
    
    54.2
    
    
    
    80,782
    
    
    
    74.2
    
    
    
    80,321
    
    
    
    74.0
    
    
    
    78,017
    
    
    
    68.8
    
    
    
    77,916
    
    
    
    68.4Total
    
    
    112,034
    
    
    
    96.4
    
    
    
    109,514
    
    
    
    96.3
    
    
    
    100,558
    
    
    
    92.4
    
    
    
    100,160
    
    
    
    92.3
    
    
    
    104,612
    
    
    
    92.2
    
    
    
    104,924
    
    
    
    92.1Total investments and
mortgage-backed
securities
    
    $
    116,210
    
    
    
    100.0
    %
    
    $
    113,712
    
    
    
    100.0
    %
    
    $
    108,827
    
    
    
    100.0
    %
    
    $
    108,522
    
    
    
    100.0
    %
    
    $
    113,446
    
    
    
    100.0
    %
    
    $
    113,967
    
    
    
    100.0
    %
 12




---



##### Table of Contents



At December 31, 2005After one
    
    
    After fiveOne year or less
    
    
    through five years
    
    
    through ten years
    
    
    After ten years
    
    
    TotalWeighted-Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Fair
    
    
    averagecost
    
    
    yield
    
    
    cost
    
    
    yield
    
    
    cost
    
    
    yield
    
    
    cost
    
    
    yield
    
    
    cost
    
    
    value
    
    
    yield(Dollars in thousands)U.S. Government
Agency obligations
    
    $
    4,000
    
    
    
    3.08
    %
    
    $
    43,993
    
    
    
    3.97
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    47,993
    
    
    $
    47,374
    
    
    
    3.90
    %Municipal bonds
    
    
    262
    
    
    
    4.74
    
    
    
    661
    
    
    
    5.39
    
    
    
    252
    
    
    
    6.15
    
    
    
    90
    
    
    
    9.89
    
    
    
    1,265
    
    
    
    1,295
    
    
    
    5.73Mortgage-backed
securities
    
    
    7
    
    
    
    8.00
    
    
    
    19,936
    
    
    
    4.08
    
    
    
    29,620
    
    
    
    3.88
    
    
    
    17,230
    
    
    
    4.44
    
    
    
    66,793
    
    
    
    64,858
    
    
    
    4.08Total
    
    $
    4,269
    
    
    
    3.19
    %
    
    $
    64,590
    
    
    
    4.02
    %
    
    $
    29,872
    
    
    
    3.90
    %
    
    $
    17,320
    
    
    
    4.47
    %
    
    $
    116,051
    
    
    $
    113,527
    
    
    
    4.02
    %
 Deposits and Borrowings
 General.
 Deposits
 13




---



##### Table of Contents



At December 31,2005
    
    
    2004
    
    
    2003Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percentaverage rate at
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total12/31/05
    
    
    Amount
    
    
    of total deposits
    
    
    Amount
    
    
    deposits
    
    
    Amount
    
    
    deposits(Dollars in thousands)Withdrawable accounts:Interest-bearing and non-interest
bearing checking accounts
    
    
    0.87
    %
    
    $
    149,557
    
    
    
    22.7
    %
    
    $
    151,847
    
    
    
    22.8
    %
    
    $
    105,469
    
    
    
    15.7
    %Money market demand accounts
    
    
    2.07
    
    
    
    58,995
    
    
    
    8.9
    
    
    
    83,063
    
    
    
    12.4
    
    
    
    128,938
    
    
    
    19.2Passbook and statement savings accounts
    
    
    0.25
    
    
    
    61,356
    
    
    
    9.3
    
    
    
    70,959
    
    
    
    10.6
    
    
    
    74,274
    
    
    
    11.1Total withdrawable accounts
    
    
    0.89
    
    
    
    269,908
    
    
    
    40.9
    
    
    
    305,869
    
    
    
    45.8
    
    
    
    308,681
    
    
    
    46.0Certificate accounts:Term:Six months to one year
    
    
    3.50
    
    
    
    26,039
    
    
    
    3.9
    
    
    
    19,115
    
    
    
    2.9
    
    
    
    18,966
    
    
    
    2.8One to two years
    
    
    3.49
    
    
    
    141,567
    
    
    
    21.4
    
    
    
    77,913
    
    
    
    11.7
    
    
    
    61,186
    
    
    
    9.1Two to eight years
    
    
    3.88
    
    
    
    120,227
    
    
    
    18.2
    
    
    
    148,351
    
    
    
    22.2
    
    
    
    174,487
    
    
    
    26.0Negotiated rate certificates
    
    
    3.83
    
    
    
    41,224
    
    
    
    6.3
    
    
    
    55,845
    
    
    
    8.3
    
    
    
    40,670
    
    
    
    6.1Individual retirement accounts
    
    
    3.88
    
    
    
    61,277
    
    
    
    9.3
    
    
    
    60,685
    
    
    
    9.1
    
    
    
    67,284
    
    
    
    10.0Total certificate accounts
    
    
    3.71
    
    
    
    390,334
    
    
    
    59.1
    
    
    
    361,909
    
    
    
    54.2
    
    
    
    362,593
    
    
    
    54.0Total deposits
    
    
    2.55
    %
    
    $
    660,242
    
    
    
    100.0
    %
    
    $
    667,778
    
    
    
    100.0
    %
    
    $
    671,274
    
    
    
    100.0
    %
  Amount DueUp to
    
    
    
    
    
    
    
    
    
    
    Overone year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    Total(Dollars in thousands)Amount maturing
    
    $
    239,435
    
    
    $
    120,748
    
    
    $
    29,081
    
    
    $
    1,070
    
    
    $
    390,334Average rate
    
    
    3.48
    %
    
    
    4.03
    %
    
    
    4.22
    %
    
    
    4.79
    %
    
    
    3.71
    %
  At December 31, 2005Maturity
    
    (In thousands)Three months or less
    
    $
    24,386Over three to six months
    
    
    32,487Over six to twelve months
    
    
    17,056Over twelve months
    
    
    24,688Total
    
    $
    98,617
 Borrowings.
 14




---



##### Table of Contents



Year ended December 31,2005
    
    
    2004
    
    
    2003(Dollars in thousands)Maximum amount outstanding
    
    $
    306,887
    
    
    $
    295,310
    
    
    $
    280,298Average amount outstanding
    
    $
    294,397
    
    
    $
    277,576
    
    
    $
    273,147Weighted-average interest cost of FHLB
advances based on month end balances
    
    
    3.74
    %
    
    
    4.89
    %
    
    
    5.56
    %
  At December 31,2005
    
    
    2004
    
    
    2003(Dollars in thousands)Amount outstanding
    
    $
    294,357
    
    
    $
    295,310
    
    
    $
    262,735Weighted-average interest rate
    
    
    3.94
    %
    
    
    3.63
    %
    
    
    5.13
    %
 Competition
  Service Corporation Activities
  Employees
  15




---



##### Table of Contents



REGULATION
 General
  Ohio Regulation
    Federal Deposit Insurance Corporation
 Supervision and Examination.
  State Chartered Bank Activities.
 16




---



##### Table of Contents



Liquidity.
 Regulatory Capital Requirements.
     At December 31, 2005To 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)
    
    $
    92,005
    
    
    
    12.39
    %
    
    
    3$59,391
    
    
    
    38.0
    %
    
    
    N/A
    
    
    
    N/ATier I capital(to risk-weighted assets)
    
    $
    85,046
    
    
    
    11.46
    %
    
    
    3$29,696
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/ATier I leverage
    
    $
    85,046
    
    
    
    8.00
    %
    
    
    3$42,549
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/A
  At December 31, 2005To 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)
    
    $
    83,052
    
    
    
    11.21
    %
    
    
    3$59,280
    
    
    
    38.0
    %
    
    
    3$74,100
    
    
    
    310.0
    %Tier I capital(to risk-weighted assets)
    
    $
    76,093
    
    
    
    10.27
    %
    
    
    3$29,640
    
    
    
    34.0
    %
    
    
    3$44,460
    
    
    
    3 6.0
    %Tier I leverage
    
    $
    76,093
    
    
    
    7.23
    %
    
    
    3$42,126
    
    
    
    34.0
    %
    
    
    3$52,657
    
    
    
    35.0
    %
  Transactions with Affiliates and Insiders
  17




---



##### Table of Contents



Change in Control
 Federal Law
 Ohio Law
 Holding Company Regulation
  Federal Reserve Requirements
  18




---



##### Table of Contents



Item 1A. Risk Factors.
  Changes in interest rates could adversely affect our financial condition and results of operations .
    Credit risks could adversely affect our results of operations.
  We operate in an extremely competitive market, and our business will suffer if we are unable to
compete effectively.
  Legislative or regulatory changes or actions could adversely impact the financial services
industry .
  19




---



##### Table of Contents



Our ability to pay cash dividends is limited.
  The preparation of financial statements requires management to make estimates about matters that are inherently uncertain.
  Our organizational documents may have the effect of discouraging a third party from acquiring us.
  We face risks with respect to future expansion.
  
 Item 1B. Unresolved Staff Comments.
  
 20




---



##### Table of Contents



Item 2.
 Properties.
  Year facility
    
    Leasedcommenced
    
    or
    

    Net bookOffice Location
    
    operations
    
    owned
    

    value (1)134 E. Court StreetWashington Court House, Ohio
    
    
    1963
    
    
    Owned
    (2)

    $
    702,0321050 Washington Ave.Washington Court House, Ohio
    
    
    1996
    
    
    Owned
    

    
    509,2171 N. Plum StreetGermantown, Ohio
    
    
    1998
    
    
    Owned
    

    
    506,897687 West Main StreetNew Lebanon, Ohio
    
    
    1998
    
    
    Owned
    

    
    70,7842 East High StreetLondon, Ohio
    
    
    2004
    
    
    Owned
    

    
    618,6133002 Harrison AvenueCincinnati, Ohio
    
    
    2000
    
    
    Owned
    

    
    1,413,2731101 St. Gregory StreetCincinnati, Ohio
    
    
    2000
    
    
    Leased
    (3)5071 Glencrossing WayCincinnati, Ohio
    
    
    2000
    
    
    Leased
    (4)126 S. 9th
Street

Cambridge, Ohio
    
    
    1998
    
    
    Owned
    

    
    86,637226 Third
Street

Marietta, Ohio
    
    
    1976
    
    
    Owned
    (5)

    
    626,7831925
Washington Boulevard

Belpre, Ohio
    
    
    1979
    
    
    Owned
    

    
    71,426478 Pike
Street

Marietta, Ohio
    
    
    1998
    
    
    Leased
    (6)

    
    559,279814 Wheeling
Avenue

Cambridge, Ohio
    
    
    1963
    
    
    Owned
    

    
    839,769327 E. 3rd
Street

Uhrichsville, Ohio
    
    
    1975
    
    
    Owned
    

    
    72,906175 N. 11th
Street

Cambridge, Ohio
    
    
    1981
    
    
    Owned
    

    
    376,015
 
 (Footnotes begin on page 23) 21




---



##### Table of Contents



Year facility
    
    Leasedcommenced
    
    or
    

    Net bookOffice Location
    
    operations
    
    owned
    

    value (1)209 Seneca
Avenue

Byesville, Ohio
    
    
    1978
    
    
    Leased
    (7)547 S. James
Street

Dover, Ohio
    
    
    2002
    
    
    Owned
    

    $
    372,2542497 Dixie
Highway

Ft. Mitchell, Kentucky
    
    
    2001
    
    
    Owned
    

    
    616,149401-7 Pike
Street

Covington, Kentucky
    
    
    2001
    
    
        Owned
    

    
    103,3353522 Dixie
Highway

Erlanger, Kentucky
    
    
    2001
    
    
        Owned
    

    
    35,5947550 Dixie
Highway

Florence, Kentucky
    
    
    2001
    
    
        Owned
    

    
    475,301191 Eastern
Heights

Shopping Center
Huntington, West Virginia
    
    
    1997
    
    
    Leased
    (8)

    
    7036901 Glenn
Highway

Cambridge, Ohio
    
    
    1999
    
    
    Owned
    

    
    1,244,5331320 D 4th
Street, N.W.

New Philadelphia, Ohio
    
    
    1985
    
    
    Leased
    (9)100 E. Wilson
Bridge Road  Suite #105 & 110

Worthington, Ohio
    
    
    2004
    
    
    Leased
    (10)

    
    61,7786269 Frank
Ave.

N. Canton, Ohio
    
    
    1992
    
    
    Leased
    (11)1500 Grand
Central Ave. Suite #102

Vienna, West Virginia
    
    
    2004
    
    
    Leased
    (12)

    
    257,819123 Southgate
Parkway

Cambridge, Ohio
    
    
    2005
    
    
    Leased
    (13)

    
    185,262Tylersville
Road

Mason, Ohio
    
    
    2006
    
    
    Leased
    (14)1104 Eagleton
Blvd.

London, Ohio
    
    
    2006
    
    
    Leased
    (15)
 
 (Footnotes on following page) 22




---



##### Table of Contents



(1)
    
    Net book value amounts are for land, buildings, improvements and construction in progress.(2)
    
    The 134 E. Court Street facility also serves as the Camco
Title  Washington Court House
office.(3)
    
    The lease is currently on a month to month basis. Branch office will be moved to 111 Gregory
Street in February 2006. The lease on new branch will expire in October 2010.(4)
    
    The lease expires in November 2010.(5)
    
    The 226 Third Street facility also serves as the Camco Title
 Marietta office.(6)
    
    The lease expires in November 2017. Advantage has the option to renew for two five-year
terms. The lease is for land only.(7)
    
    The lease expires in September 2010. Advantage has the option to renew the lease for a
five-year term.(8)
    
    The lease is currently on a month to month basis.(9)
    
    The lease expires in December 2009.(10)
    
    The lease expires in September 2008. Advantage has the option to renew for two five-year
terms.(11)
    
    The lease expires in August 2006. Advantage has the option to renew for a one-year term.(12)
    
    The lease expires in October 2013. Advantage has to option to renew for three five-year
terms.(13)
    
    The lease expires in June 2012. Advantage has the option to purchase at a cost of $120,000.(14)
    
    Payment on lease will begin upon occupancy, approximately third quarter 2006. The lease
expires February 2016. Advantage has the option to renew the lease for two five-year terms.(15)
    
    The lease term will begin approximately second quarter 2006. The lease expires twelve months
after the term begins. Advantage has the option to renew for three five-year terms.  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  23




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of
Common Stock.
  CashdividendsHigh
    
    Low
    
    declaredYear ended December 31, 2005Quarter ending:December 31, 2005
    
    $
    14.68
    
    
    $
    13.78
    
    
    $
    0.145September 30, 2005
    
    
    14.65
    
    
    
    13.90
    
    
    
    0.145June 30, 2005
    
    
    14.50
    
    
    
    13.14
    
    
    
    0.145March 31, 2005
    
    
    16.80
    
    
    
    13.97
    
    
    
    0.145Year ended December 31, 2004Quarter ending:December 31, 2004
    
    $
    15.79
    
    
    $
    14.94
    
    
    $
    0.145September 30, 2004
    
    
    15.67
    
    
    
    14.07
    
    
    
    0.145June 30, 2004
    
    
    16.93
    
    
    
    12.77
    
    
    
    0.145March 31, 2004
    
    
    17.62
    
    
    
    16.40
    
    
    
    0.145Year ended December 31, 2003Quarter ending:December 31, 2003
    
    $
    18.39
    
    
    $
    17.06
    
    
    $
    0.145September 30, 2003
    
    
    18.23
    
    
    
    15.90
    
    
    
    0.145June 30, 2003
    
    
    17.00
    
    
    
    15.00
    
    
    
    0.140March 31, 2003
    
    
    17.08
    
    
    
    14.21
    
    
    
    0.140
 Equity Compensation Plan Information
  Maximum NumberOf Shares that MayPeriod of
    
    Number of shares
    
    Average price paid
    
    Yet be PurchasedRepurchase
    
    purchased
    
    per share
    
    Under the ProgramApril 1 April 30
    
    
    0
    
    
    
    N/A
    
    
    
    383,937May 131
    
    
    45,000
    
    
    $
    13.83
    
    
    
    338,937June 130
    
    
    0
    
    
    
    N/A
    
    
    
    338,937July 131
    
    
    5,000
    
    
    $
    14.07
    
    
    
    333,937August
131
    
    
    37,000
    
    
    $
    14.49
    
    
    
    296,937September
130
    
    
    19,900
    
    
    $
    14.24
    
    
    
    277,037October
131
    
    
    5,000
    
    
    $
    14.15
    
    
    
    272,037November
130
    
    
    17,000
    
    
    $
    14.26
    
    
    
    255,037December
131
    
    
    25,700
    
    
    $
    14.37
    
    
    
    229,337Total
    
    
    154,600
    
    
    $
    14.20
    
    
    
    229,337
 24




---



##### Table of Contents



Item 6. Selected Consolidated Financial Data.
  SELECTED CONSOLIDATED FINANCIAL DATA:(1)At December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(In thousands)Total amount of:Assets
    
    $
    1,071,248
    
    
    $
    1,065,823
    
    
    $
    1,039,151
    
    
    $
    1,083,240
    
    
    $
    1,102,652Interest-bearing deposits in other financial institutions
    
    
    11,299
    
    
    
    17,045
    
    
    
    30,904
    
    
    
    36,807
    
    
    
    89,299Investment securities available for sale  at market
    
    
    47,907
    
    
    
    19,839
    
    
    
    27,008
    
    
    
    38,789
    
    
    
    305Investment securities held to maturity
    
    
    919
    
    
    
    4,123
    
    
    
    1,130
    
    
    
    5,368
    
    
    
    18,872Mortgage-backed securities available for sale  at market
    
    
    61,607
    
    
    
    80,321
    
    
    
    77,916
    
    
    
    97,332
    
    
    
    6,975Mortgage-backed securities held to maturity
    
    
    3,257
    
    
    
    4,146
    
    
    
    7,704
    
    
    
    20,000
    
    
    
    30,765Loans receivable  net (2)
    
    
    848,710
    
    
    
    836,666
    
    
    
    805,082
    
    
    
    796,958
    
    
    
    871,446Deposits
    
    
    660,242
    
    
    
    667,778
    
    
    
    671,274
    
    
    
    694,072
    
    
    
    730,075FHLB advances and other borrowings
    
    
    307,223
    
    
    
    295,310
    
    
    
    262,735
    
    
    
    276,276
    
    
    
    258,850Stockholders equity  substantially restricted
    
    
    90,763
    
    
    
    89,321
    
    
    
    92,543
    
    
    
    98,601
    
    
    
    95,171
 SELECTED CONSOLIDATED OPERATING
DATA:(1)Year ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(In thousands, except per share data)Total interest income
    
    $
    57,078
    
    
    $
    52,948
    
    
    $
    54,875
    
    
    $
    66,002
    
    
    $
    74,372Total interest expense
    
    
    26,529
    
    
    
    27,512
    
    
    
    31,237
    
    
    
    38,556
    
    
    
    48,433Net interest income
    
    
    30,549
    
    
    
    25,436
    
    
    
    23,638
    
    
    
    27,446
    
    
    
    25,939Provision for losses on loans
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446
    
    
    
    1,169
    
    
    
    759Net interest income after provision for losses on loans
    
    
    29,069
    
    
    
    23,816
    
    
    
    22,192
    
    
    
    26,277
    
    
    
    25,180Other income
    
    
    6,584
    
    
    
    7,082
    
    
    
    11,411
    
    
    
    10,100
    
    
    
    7,153Sale of branch deposits and premises, net
    
    
    8
    
    
    
    6,626
    
    
    
    
    
    
    
    
    
    
    
    General, administrative and other expense
    
    
    22,754
    
    
    
    22,841
    
    
    
    22,404
    
    
    
    21,682
    
    
    
    18,948Restructuring charges (credits) related to charter consolidation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112
    )
    
    
    950FHLB advance prepayment fees
    
    
    
    
    
    
    18,879
    
    
    
    1,292
    
    
    
    
    
    
    
    Earnings (loss) before federal income taxes (credits)
    
    
    12,907
    
    
    
    (4,196
    )
    
    
    9,907
    
    
    
    14,807
    
    
    
    12,435Federal income taxes (credits)
    
    
    4,141
    
    
    
    (1,660
    )
    
    
    3,051
    
    
    
    4,802
    
    
    
    3,891Net earnings (loss)
    
    
    8,766
    
    
    
    (2,536
    )
    
    
    6,856
    
    
    
    10,005
    
    
    
    8,544Prepayment fees, restructuring charges (credits) and gain on sale of
Ashland branches (net of related tax effects)
    
    
    
    
    
    
    8,440
    
    
    
    853
    
    
    
    (74
    )
    
    
    627Net earnings from operations
    
    $
    8,766
    
    
    $
    5,904
    
    
    $
    7,709
    
    
    $
    9,931
    
    
    $
    9,171Earnings (loss) per share:Basic
    
    $
    1.15
    
    
    $
    (.34
    )
    
    $
    .92
    
    
    $
    1.27
    
    
    $
    1.20Basic from operations (3)
    
    $
    1.15
    
    
    $
    .79
    
    
    $
    1.03
    
    
    $
    1.26
    
    
    $
    1.29Diluted
    
    $
    1.15
    
    
    
    N/A
    
    
    $
    .91
    
    
    $
    1.25
    
    
    $
    1.19Diluted from operations (3)
    
    $
    1.15
    
    
    $
    .79
    
    
    $
    1.02
    
    
    $
    1.24
    
    
    $
    1.28
 Year ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Return on average assets (4)
    
    
    0.82
    %
    
    
    (0.24
    )%
    
    
    0.65
    %
    
    
    0.92
    %
    
    
    0.80
    %Return on average assets from operations (4)
    
    
    0.82
    
    
    
    0.56
    
    
    
    0.73
    
    
    
    0.91
    
    
    
    0.86Return on average equity (4)
    
    
    9.73
    
    
    
    (2.79
    )
    
    
    7.17
    
    
    
    10.33
    
    
    
    9.83Return on average equity from operations (4)
    
    
    9.73
    
    
    
    6.49
    
    
    
    8.07
    
    
    
    10.25
    
    
    
    10.55Average equity to average assets (4)
    
    
    8.43
    
    
    
    8.64
    
    
    
    9.01
    
    
    
    8.86
    
    
    
    8.13Dividend payout ratio (5)
    
    
    50.43
    
    
    
    N/A
    (6)
    
    
    61.96
    
    
    
    41.34
    
    
    
    40.00
 
 (1)
    
    The information as of December 31, 2004 reflects the acquisition of London
Financial Corporation. The information as of December 31, 2001 reflects the acquisition of
Columbia Financial of Kentucky, Inc. These combinations were accounted for using the purchase
method of accounting.(2)
    
    Includes loans held for sale.(3)
    
    Represents a pro-forma presentation based upon net earnings from operations divided
by weighted-average basic and diluted shares outstanding. For 2005, diluted earnings per
share from operations is based on 7,648,706 diluted shares assumed to be outstanding.(4)
    
    Ratios are based upon the mathematical average of the balances at the beginning and
the end of the year.(5)
    
    Represents dividends per share divided by basic earnings per share.(6)
    
    Not meaningful. 25




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 General
    Forward-Looking Statements
  Non-GAAP Financial Measures
   26




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Critical Accounting Policies
   Allowance for Loan Losses
    Mortgage Servicing Rights
   27




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##### Table of Contents



Goodwill
     Summary
  28




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##### Table of Contents



Discussion of Financial Condition Changes from December 31, 2004 to December 31, 2005
       29




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Comparison of Results of Operations for the Years Ended December 31, 2005 and December 31, 2004
 General.
    Net Interest Income.
  30




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##### Table of Contents



Provision for Losses on Loans.
 Other Income.
  General, Administrative and Other Expense.
 Federal Income Taxes.
 31




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##### Table of Contents



Comparison of Results of Operations for the Years Ended December 31, 2004 and December 31, 2003
 General.
   Net Interest Income.
    32




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##### Table of Contents



Provision for Losses on Loans.
 Other Income.
  General, Administrative and Other Expense.
 Federal Income Taxes.
 33




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##### Table of Contents



AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  Year ended December 31,2005
    
    
    
    
    
    
    
    
    
    
    2004
    
    
    
    
    
    
    
    
    
    

    2003Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    Averageoutstanding
    
    
    earned/
    
    
    yield/
    
    
    outstanding
    
    
    earned/
    
    
    yield/
    
    
    outstanding
    
    
    earned/
    
    
    yield/balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    rate(Dollars in thousands)Interest-earning assets:Loans receivable (1)
    
    $
    846,729
    
    
    $
    50,165
    
    
    
    5.92
    %
    
    $
    844,660
    
    
    $
    46,932
    
    
    
    5.56
    %
    
    $
    781,175
    
    
    $
    47,982
    
    
    
    6.14
    %Mortgage-backed securities (2)
    
    
    75,336
    
    
    
    2,827
    
    
    
    3.75
    
    
    
    89,863
    
    
    
    3,016
    
    
    
    3.36
    
    
    
    113,392
    
    
    
    3,439
    
    
    
    3.03Investment securities (2)
    
    
    35,277
    
    
    
    1,266
    
    
    
    3.59
    
    
    
    26,987
    
    
    
    772
    
    
    
    2.86
    
    
    
    37,881
    
    
    
    1,267
    
    
    
    3.34Interest-bearing deposits and other
interest-earning assets
    
    
    59,542
    
    
    
    2,820
    
    
    
    4.74
    
    
    
    62,016
    
    
    
    2,228
    
    
    
    3.59
    
    
    
    78,364
    
    
    
    2,187
    
    
    
    2.79Total interest-earning assets
    
    $
    1,016,884
    
    
    
    57,078
    
    
    
    5.61
    
    
    $
    1,023,526
    
    
    
    52,948
    
    
    
    5.17
    
    
    $
    1,010,812
    
    
    
    54,875
    
    
    
    5.43Interest-bearing liabilities:Deposits
    
    $
    640,469
    
    
    
    15,434
    
    
    
    2.41
    
    
    $
    666,540
    
    
    
    13,945
    
    
    
    2.09
    
    
    $
    652,710
    
    
    
    16,037
    
    
    
    2.46FHLB advances and other
    
    
    297,304
    
    
    
    11,095
    
    
    
    3.73
    
    
    
    277,576
    
    
    
    13,567
    
    
    
    4.89
    
    
    
    273,147
    
    
    
    15,200
    
    
    
    5.56Total interest-bearing liabilities
    
    $
    937,773
    
    
    
    26,529
    
    
    
    2.83
    
    
    $
    944,116
    
    
    
    27,512
    
    
    
    2.91
    
    
    $
    925,857
    
    
    
    31,237
    
    
    
    3.37Net interest income/Interest rate spread
    
    $
    79,111
    
    
    $
    30,549
    
    
    
    2.78
    %
    
    
    
    
    
    $
    25,436
    
    
    
    2.26
    %
    
    
    
    
    
    $
    23,638
    
    
    
    2.06
    %Net interest margin (3)
    
    
    
    
    
    
    
    
    
    
    3.00
    %
    
    
    
    
    
    
    
    
    
    
    2.49
    %
    
    
    
    
    
    

    

    
        2.34
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    108.44
    %
    
    
    
    
    
    
    
    
    
    
    108.41
    %
    
    
    
    
    
    
    
    
    
    
    109.18
    %
 
 (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. 34




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##### Table of Contents



Rate/Volume Table
  Year ended December 31,2005 vs. 2004
    
    
    
    
    
    
    
    
    
    
    2004 vs. 2003Increase
    
    
    
    
    
    
    
    
    
    
    Increase(decrease)
    
    
    
    
    
    
    
    
    
    
    (decrease)due to
    
    
    
    
    
    
    
    
    
    
    due toVolume
    
    
    Rate
    
    
    Total
    
    
    Volume
    
    
    Rate
    
    
    Total(In thousands)Interest income attributable to:Loans receivable (1)
    
    $
    115
    
    
    $
    3,118
    
    
    $
    3,233
    
    
    $
    6,038
    
    
    $
    (7,088
    )
    
    $
    (1,050
    )Mortgage-backed securities
    
    
    (701
    )
    
    
    512
    
    
    
    (189
    )
    
    
    (870
    )
    
    
    447
    
    
    
    (423
    )Investment securities
    
    
    270
    
    
    
    224
    
    
    
    494
    
    
    
    (329
    )
    
    
    (166
    )
    
    
    (495
    )Interest-bearing deposits and other (2)
    
    
    (85
    )
    
    
    677
    
    
    
    592
    
    
    
    (109
    )
    
    
    150
    
    
    
    41Total interest income
    
    
    (401
    )
    
    
    4,531
    
    
    
    4,130
    
    
    
    4,730
    
    
    
    (6,657
    )
    
    
    (1,927
    )Interest expense attributable to:Deposits
    
    
    (517
    )
    
    
    2,006
    
    
    
    1,489
    
    
    
    348
    
    
    
    (2,440
    )
    
    
    (2,092
    )Borrowings
    
    
    1,062
    
    
    
    (3,534
    )
    
    
    (2,472
    )
    
    
    251
    
    
    
    (1,884
    )
    
    
    (1,633
    )Total interest expense
    
    
    545
    
    
    
    (1,528
    )
    
    
    (983
    )
    
    
    599
    
    
    
    (4,324
    )
    
    
    (3,725
    )Increase (decrease) in net interest income
    
    $
    (946
    )
    
    $
    6,059
    
    
    $
    5,113
    
    
    $
    4,131
    
    
    $
    (2,333
    )
    
    $
    1,798
 
 (1)
    
    Includes loans held for sale.(2)
    
    Includes interest-bearing deposits. Yields Earned and Rates Paid
  At December 31,2005
    
    2004
    
    2003Weighted-average yield on:Loan portfolio (1)
    
    
    6.36
    %
    
    
    5.78
    %
    
    
    5.81
    %Investment portfolio (2)
    
    
    4.53
    
    
    
    3.75
    
    
    
    3.40Total interest-earning assets
    
    
    6.02
    
    
    
    5.45
    
    
    
    5.38Weighted-average rate paid on:Deposits
    
    
    2.60
    
    
    
    2.10
    
    
    
    2.10FHLB advances (3)
    
    
    3.94
    
    
    
    3.63
    
    
    
    5.13Total interest-bearing liabilities
    
    
    3.01
    
    
    
    2.57
    
    
    
    2.96Interest rate spread
    
    
    3.01
    %
    
    
    2.88
    %
    
    
    2.42
    %
 
 (1)
    
    Includes loans held for sale and excludes the allowance for loan losses.(2)
    
    Includes earnings on FHLB stock and cash surrender value of life
insurance.(3)
    
    Is reflective of the December 2003 and 2004 restructuring of FHLB advances. 35




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
       Change in
    
    Percentage Change inInterest Rates
    
    Net Interest Income(basis points)
    
    12 Months+200
    
    
    -4.0
    %-200
    
    
    -8.6
    %
  36




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##### Table of Contents



Change inInterest Rates(basis points)
    
    EVE Ratio+200
    
    
    6.42
    %0
    
    
    8.07
    %-200
    
    
    8.54
    %
  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
    
    $
    208
    
    
    $
    348
    
    
    $
    263
    
    
    $
    296
    
    
    $
    1,115Advances from the Federal Home Loan Bank
    
    
    89,745
    
    
    
    87,486
    
    
    
    47,010
    
    
    
    70,116
    
    
    
    294,357Certificates of deposit
    
    
    239,435
    
    
    
    120,747
    
    
    
    29,082
    
    
    
    1,070
    
    
    
    390,334Amount of commitments expiration per periodCommitments to originate loans:Overdraft lines of credit
    
    
    695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    695Home equity
    
    
    74,288
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,288Commercial lines of credit
    
    
    12,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,066One- to four-family and multi-family loans includes LIP
    
    
    14,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,920Commercial includes LIP & LOC
    
    
    22,939
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,939Non-residential real estate and land loans
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122Total contractual obligations
    
    $
    454,418
    
    
    $
    208,581
    
    
    $
    76,355
    
    
    $
    71,482
    
    
    $
    810,836
  37




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38




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 Managements Report On Internal Control Over Financial Reporting
     39




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
 
 40




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 
 41




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 42




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
 2005
    
    
    2004ASSETSCash and due from banks
    
    $
    21,786
    
    
    $
    25,849Interest-bearing deposits in other financial institutions
    
    
    11,299
    
    
    
    17,045Cash and cash equivalents
    
    
    33,085
    
    
    
    42,894Investment securities available for sale  at market
    
    
    47,907
    
    
    
    19,839Investment securities held to maturity  at cost, approximate market
value of $947 and $4,174 as of December 31, 2005 and 2004, respectively
    
    
    919
    
    
    
    4,123Mortgage-backed securities available for sale  at market
    
    
    61,607
    
    
    
    80,321Mortgage-backed securities held to maturity  at cost, approximate market
value of $3,251 and $4,188 as of December 31, 2005 and 2004, respectively
    
    
    3,257
    
    
    
    4,146Loans held for sale  at lower of cost or market
    
    
    1,947
    
    
    
    2,837Loans receivable  net
    
    
    846,763
    
    
    
    833,829Office premises and equipment  net
    
    
    11,569
    
    
    
    11,647Real estate acquired through foreclosure
    
    
    2,581
    
    
    
    2,280Federal Home Loan Bank stock  at cost
    
    
    27,112
    
    
    
    25,797Accrued interest receivable
    
    
    5,297
    
    
    
    4,503Prepaid expenses and other assets
    
    
    1,228
    
    
    
    1,530Cash surrender value of life insurance
    
    
    20,793
    
    
    
    20,042Goodwill  net of accumulated amortization
    
    
    6,683
    
    
    
    6,736Prepaid and refundable federal income taxes
    
    
    500
    
    
    
    5,299Total assets
    
    $
    1,071,248
    
    
    $
    1,065,823LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    660,242
    
    
    $
    667,778Advances from the Federal Home Loan Bank and other borrowings
    
    
    307,223
    
    
    
    295,310Advances by borrowers for taxes and insurance
    
    
    3,249
    
    
    
    3,030Accounts payable and accrued liabilities
    
    
    5,331
    
    
    
    5,391Dividends payable
    
    
    1,102
    
    
    
    1,109Deferred federal income taxes
    
    
    3,338
    
    
    
    3,884Total liabilities
    
    
    980,485
    
    
    
    976,502Commitments
    
    
    
    
    
    
    Stockholders 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 and
8,759,676 shares issued at December 31, 2005 and 2004, respectively
    
    
    8,830
    
    
    
    8,760Additional paid-in capital
    
    
    59,567
    
    
    
    58,935Retained earnings  restricted
    
    
    42,569
    
    
    
    38,234Accumulated other comprehensive income (loss)  unrealized gains (losses) on
securities designated as available for sale, net of related tax effects
    
    
    (1,663
    )
    
    
    (263
    )Less 1,251,125 and 1,096,523 shares of treasury stock at December 31, 2005
and 2004, respectively at cost
    
    
    (18,540
    )
    
    
    (16,345
    )Total stockholders equity
    
    
    90,763
    
    
    
    89,321Total liabilities and stockholders equity
    
    $
    1,071,248
    
    
    $
    1,065,823
  43




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 2005
    
    
    2004
    
    
    2003Interest incomeLoans
    
    $
    50,165
    
    
    $
    46,932
    
    
    $
    47,982Mortgage-backed securities
    
    
    2,827
    
    
    
    3,016
    
    
    
    3,439Investment securities
    
    
    1,266
    
    
    
    772
    
    
    
    1,267Interest-bearing deposits and other
    
    
    2,820
    
    
    
    2,228
    
    
    
    2,187Total interest income
    
    
    57,078
    
    
    
    52,948
    
    
    
    54,875Interest expenseDeposits
    
    
    15,434
    
    
    
    13,945
    
    
    
    16,037Borrowings
    
    
    11,095
    
    
    
    13,567
    
    
    
    15,200Total interest expense
    
    
    26,529
    
    
    
    27,512
    
    
    
    31,237Net interest income
    
    
    30,549
    
    
    
    25,436
    
    
    
    23,638Provision for losses on loans
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446Net interest income after provision for losses on loans
    
    
    29,069
    
    
    
    23,816
    
    
    
    22,192Other incomeLate charges, rent and other
    
    
    2,076
    
    
    
    1,672
    
    
    
    1,964Title fees
    
    
    752
    
    
    
    778
    
    
    
    1,596Loan servicing fees
    
    
    1,480
    
    
    
    1,519
    
    
    
    1,617Gain on sale of loans
    
    
    683
    
    
    
    819
    
    
    
    3,607Mortgage servicing rights  net
    
    
    20
    
    
    
    402
    
    
    
    543Service charges and other fees on deposits
    
    
    1,483
    
    
    
    1,410
    
    
    
    1,157Gain on sale of investment and mortgage-backed securities
    
    
    113
    
    
    
    135
    
    
    
    839Gain (loss) on sale of real estate acquired through foreclosure
    
    
    (23
    )
    
    
    347
    
    
    
    52Gain on sale of branch deposits, premises and equipment, net
    
    
    8
    
    
    
    6,626
    
    
    
    36Total other income
    
    
    6,592
    
    
    
    13,708
    
    
    
    11,411General, administrative and other expenseEmployee compensation and benefits
    
    
    13,881
    
    
    
    13,313
    
    
    
    14,026Deferred loan origination costs  SFAS No. 91
    
    
    (2,166
    )
    
    
    (2,227
    )
    
    
    (3,510
    )Occupancy and equipment
    
    
    3,051
    
    
    
    3,390
    
    
    
    3,783Data processing
    
    
    1,368
    
    
    
    1,318
    
    
    
    1,330Advertising
    
    
    1,218
    
    
    
    1,047
    
    
    
    763Franchise taxes
    
    
    267
    
    
    
    992
    
    
    
    1,170Other operating
    
    
    5,135
    
    
    
    5,008
    
    
    
    4,842Federal Home Loan Bank advance prepayment fees
    
    
    
    
    
    
    18,879
    
    
    
    1,292Total general, administrative and other expense
    
    
    22,754
    
    
    
    41,720
    
    
    
    23,696Earnings (loss) before federal income taxes (credits)
    
    
    12,907
    
    
    
    (4,196
    )
    
    
    9,907Federal income taxesCurrent
    
    
    3,965
    
    
    
    (1,572
    )
    
    
    3,574Deferred
    
    
    176
    
    
    
    (88
    )
    
    
    (523
    )Total federal income taxes (credits)
    
    
    4,141
    
    
    
    (1,660
    )
    
    
    3,051NET EARNINGS (LOSS)
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856EARNINGS (LOSS) PER SHAREBasic
    
    $
    1.15
    
    
    $
    (.34
    )
    
    $
    .92Diluted
    
    $
    1.15
    
    
    
    N/A
    
    
    $
    .91
  44




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
 2005
    
    
    2004
    
    
    2003Net earnings (loss)
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856Other comprehensive income (loss), net of tax effects:Unrealized holding gains (losses) on securities during the period,
net of taxes (benefits) of $(683), $(195) and $(689) in 2005, 2004
and 2003, respectively
    
    
    (1,325
    )
    
    
    (379
    )
    
    
    (1,338
    )Reclassification adjustment for realized gains included in operations,
net of taxes of $38, $45 and $285 for the years ended December 31,
2005, 2004 and 2003, respectively
    
    
    (75
    )
    
    
    (90
    )
    
    
    (554
    )Comprehensive income (loss)
    
    $
    7,366
    
    
    $
    (3,005
    )
    
    $
    4,964
  45




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 
 Unrealizedgains (losses)on securitiesAdditional
    
    
    
    
    
    
    designated
    
    
    
    
    
    
    TotalCommon
    
    
    paid-in
    
    
    Retained
    
    
    as available
    
    
    Treasury
    
    

stockholdersstock
    
    

capital
    
    

earnings
    
    

for
sale
    
    

stock
    
    

equityBalance at January 1, 2003
    
    $
    8,311
    
    
    $
    54,063
    
    
    $
    42,497
    
    
    $
    2,098
    
    
    $
    (8,368
    )
    
    $
    98,601Stock options exercised
    
    
    118
    
    
    
    1,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,187Cash dividends declared  $.57 per share
    
    
    
    
    
    
    
    
    
    
    (4,232
    )
    
    
    
    
    
    
    
    
    
    
    (4,232
    )Net earnings for the year ended December 31, 2003
    
    
    
    
    
    
    
    
    
    
    6,856
    
    
    
    
    
    
    
    
    
    
    
    6,856Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,977
    )
    
    
    (7,977
    )Unrealized losses on securities designated as available for sale,
net of related tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,892
    )
    
    
    
    
    
    
    (1,892
    )Balance at December 31, 2003
    
    
    8,429
    
    
    
    55,132
    
    
    
    45,121
    
    
    
    206
    
    
    
    (16,345
    )
    
    
    92,543Stock options exercised
    
    
    53
    
    
    
    499
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    552Cash dividends declared  $.58 per share
    
    
    
    
    
    
    
    
    
    
    (4,351
    )
    
    
    
    
    
    
    
    
    
    
    (4,351
    )Acquisition of London Financial
    
    
    278
    
    
    
    3,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,582Net loss for the year ended December 31, 2004
    
    
    
    
    
    
    
    
    
    
    (2,536
    )
    
    
    
    
    
    
    
    
    
    
    (2,536
    )Unrealized losses on securities designated as available for sale,
net of related tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (469
    )
    
    
    
    
    
    
    (469
    )Balance at December 31, 2004
    
    
    8,760
    
    
    
    58,935
    
    
    
    38,234
    
    
    
    (263
    )
    
    
    (16,345
    )
    
    
    89,321Stock options exercised
    
    
    70
    
    
    
    632
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    702Cash dividends declared  $.58 per share
    
    
    
    
    
    
    
    
    
    
    (4,431
    )
    
    
    
    
    
    
    
    
    
    
    (4,431
    )Net earnings for the year ended December 31, 2005
    
    
    
    
    
    
    
    

    
    
    8,766
    
    
    
    
    
    
    
    
    
    
    
    8,766Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,195
    )
    
    
    (2,195
    )Unrealized losses on securities designated as available for sale,
net of related tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,400
    )
    
    
    
    
    
    
    (1,400
    )Balance at December 31, 2005
    
    $
    8,830
    
    
    $
    59,567
    
    
    $
    42,569
    
    
    $
    (1,663
    )
    
    $
    (18,540
    )
    
    $
    90,763
  46




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net earnings (loss) for the year
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:Amortization of premiums and discounts on investment and
mortgage-backed securities  net
    
    
    466
    
    
    
    980
    
    
    
    2,418Amortization of mortgage servicing rights  net
    
    
    972
    
    
    
    1,184
    
    
    
    2,922Depreciation and amortization
    
    
    1,198
    
    
    
    1,450
    
    
    
    1,879Amortization of purchase accounting adjustments  net
    
    
    89
    
    
    
    89
    
    
    
    5Provision for losses on loans
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446Provision for losses on real estate acquired through foreclosure
    
    
    95
    
    
    
    113
    
    
    
    30Amortization of deferred loan origination fees
    
    
    96
    
    
    
    (57
    )
    
    
    (398
    )(Gain) loss on sale of real estate acquired through foreclosure
    
    
    23
    
    
    
    (347
    )
    
    
    (52
    )Gain on sale of investment and mortgage-backed securities
transactions
    
    
    (113
    )
    
    
    (135
    )
    
    
    (839
    )Gain on sale of branch deposits, premises and equipment, net
    
    
    (8
    )
    
    
    (6,626
    )
    
    
    (36
    )Federal Home Loan Bank stock dividends
    
    
    (1,315
    )
    
    
    (1,032
    )
    
    
    (955
    )Net increase in cash surrender value of life insurance
    
    
    (751
    )
    
    
    (706
    )
    
    
    (790
    )Gain on sale of loans
    
    
    (683
    )
    
    
    (819
    )
    
    
    (3,607
    )Loans originated for sale in the secondary market
    
    
    (68,844
    )
    
    
    (115,266
    )
    
    
    (228,969
    )Proceeds from sale of mortgage loans in the secondary market
    
    
    70,417
    
    
    
    118,705
    
    
    
    282,612Tax benefits related to exercise of stock options
    
    
    111
    
    
    
    84
    
    
    
    210Increase (decrease) in cash, net of acquisitions, due to changes in:Accrued interest receivable
    
    
    (794
    )
    
    
    59
    
    
    
    834Prepaid expenses and other assets
    
    
    5,101
    
    
    
    30
    
    
    
    606Accounts payable and other liabilities
    
    
    (7
    )
    
    
    554
    
    
    
    (196
    )Federal income taxesCurrent
    
    
    
    
    
    
    (3,722
    )
    
    
    (184
    )Deferred
    
    
    176
    
    
    
    (88
    )
    
    
    (523
    )Net cash provided by (used in) operating activities
    
    
    16,475
    
    
    
    (6,466
    )
    
    
    63,269Cash flows provided by (used in) investing activities:Proceeds from maturities of investment securities
    
    
    10,375
    
    
    
    21,100
    
    
    
    21,596Proceeds from sale of investment securities designated as available for sale
    
    
    302
    
    
    
    1,638
    
    
    
    3,811Purchase of investment securities designated as available for sale
    
    
    (36,094
    )
    
    
    (15,997
    )
    
    
    (10,341
    )Purchase of investment securities designated as held to maturity
    
    
    
    
    
    
    (2,991
    )
    
    
    Proceeds from sale of mortgage-backed securities designated as
available for sale
    
    
    
    
    
    
    13,050
    
    
    
    59,111Purchase of mortgage-backed securities designated as available for sale
    
    
    (3,349
    )
    
    
    (43,301
    )
    
    
    (112,989
    )Purchase of mortgage-backed securities designated as held to maturity
    
    
    
    
    
    
    
    
    
    
    (961
    )Principal repayments on mortgage-backed securities
    
    
    21,030
    
    
    
    30,624
    
    
    
    83,058Loan disbursements
    
    
    (331,469
    )
    
    
    (221,268
    )
    
    
    (378,511
    )Purchases of loans
    
    
    (11,141
    )
    
    
    (27,301
    )
    
    
    (12,056
    )Principal repayments on loans
    
    
    323,314
    
    
    
    212,450
    
    
    
    324,463Loans transferred in sale of branch offices
    
    
    
    
    
    
    42,634
    
    
    
    Purchase of branch premises and equipment  net
    
    
    (1,121
    )
    
    
    (727
    )
    
    
    (876
    )Proceeds from sale of office premises and equipment
    
    
    9
    
    
    
    8,579
    
    
    
    145Proceeds from sale of real estate acquired through foreclosure
    
    
    3,362
    
    
    
    4,988
    
    
    
    4,158Additions to real estate acquired through foreclosure
    
    
    (56
    )
    
    
    (76
    )
    
    
    Purchase of life insurance
    
    
    
    
    
    
    (1,596
    )
    
    
    Proceeds from redemption of life insurance
    
    
    
    
    
    
    
    
    
    
    422Purchase of London Financial Corporation, Inc., net
    
    
    
    
    
    
    (1,701
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    (24,838
    )
    
    
    20,105
    
    
    
    (18,970
    )Net cash provided by (used in) operating and investing
activities (balance carried forward)
    
    
    (8,363
    )
    
    
    13,639
    
    
    
    44,299
 47




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 2005
    
    
    2004
    
    
    2003Net cash provided by (used in) operating and investing
activities (balance brought forward)
    
    $
    (8,363
    )
    
    $
    13,639
    
    
    $
    44,299Cash flows provided by (used in) financing activities:Net increase (decrease) in deposits
    
    
    (7,536
    )
    
    
    14,929
    
    
    
    (22,798
    )Sale of branch deposits
    
    
    
    
    
    
    (63,657
    )
    
    
    Proceeds from Federal Home Loan Bank advances
    
    
    56,500
    
    
    
    189,650
    
    
    
    73,850Repayment of Federal Home Loan Bank advances
    
    
    (57,453
    )
    
    
    (161,075
    )
    
    
    (87,432
    )Proceeds from Repurchase Agreements
    
    
    12,866
    
    
    
    
    
    
    
    Dividends paid on common stock
    
    
    (4,438
    )
    
    
    (4,305
    )
    
    
    (4,215
    )Proceeds from exercise of stock options
    
    
    591
    
    
    
    468
    
    
    
    977Purchase of treasury shares
    
    
    (2,195
    )
    
    
    
    
    
    
    (7,977
    )Decrease in advances by borrowers for taxes and insurance
    
    
    219
    
    
    
    (466
    )
    
    
    (15
    )Net cash used in financing activities
    
    
    (1,446
    )
    
    
    (24,456
    )
    
    
    (47,610
    )Net decrease in cash and cash equivalents
    
    
    (9,809
    )
    
    
    (10,817
    )
    
    
    (3,311
    )Cash and cash equivalents at beginning of year
    
    
    42,894
    
    
    
    53,711
    
    
    
    57,022Cash and cash equivalents at end of year
    
    $
    33,085
    
    
    $
    42,894
    
    
    $
    53,711Supplemental disclosure of cash flow information:Cash paid during the year for:Interest on deposits and borrowings
    
    $
    26,511
    
    
    $
    27,673
    
    
    $
    31,452Income taxes
    
    $
    (947
    )
    
    $
    2,674
    
    
    $
    3,570Supplemental disclosure of noncash investing activities:Transfers from loans to real estate acquired through foreclosure
    
    $
    3,725
    
    
    $
    6,591
    
    
    $
    4,010Issuance of mortgage loans upon sale of real estate acquired through
foreclosure
    
    $
    1,137
    
    
    $
    1,096
    
    
    $
    2,399Unrealized gains (losses) on securities designated as available for sale,
net of related tax effects
    
    $
    (1,325
    )
    
    $
    (469
    )
    
    $
    (1,338
    )Recognition of mortgage servicing rights in accordance with
SFAS No. 140
    
    $
    992
    
    
    $
    1,586
    
    
    $
    3,465Supplemental disclosure of noncash financing activities:Dividends declared but unpaid
    
    $
    1,102
    
    
    $
    1,109
    
    
    $
    1,063Fair value of assets acquired in London Financial transaction
    
    $
    
    
    
    $
    54,441
    
    
    $
    Less fair value of liabilities assumed
    
    $
    
    
    
    $
    (50,371
    )
    
    $
    Goodwill assigned in acquisition
    
    $
    
    
    
    $
    4,070
    
    
    $
    
  48




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Principles of Consolidation
  49




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Investment Securities and Mortgage-Backed Securities
  Loans Receivable
      50




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Loans Receivable
    Loan Origination and Commitment Fees
   Allowance for Loan Losses
  51




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Allowance for Loan Losses
     2005
    
    
    2004(In thousands)Impaired loans with related allowance
    
    $
    4,427
    
    
    $
    1,383Impaired loans with no related allowance
    
    
    
    
    
    
    Total impaired loans
    
    $
    4,427
    
    
    $
    1,383
 2005
    
    
    2004
    
    
    2003(In thousands)Allowance on impaired loansBeginning balance
    
    $
    475
    
    
    $
    
    
    
    $
    282Provision
    
    
    475
    
    
    
    475
    
    
    
    136Charge-offs
    
    
    (354
    )
    
    
    
    
    
    
    (418
    )Ending balance
    
    $
    596
    
    
    $
    475
    
    
    $
    Average balance of impaired loans
    
    $
    2,770
    
    
    $
    461
    
    
    $
    809Interest income recognized on impaired loans
    
    $
    189
    
    
    $
    100
    
    
    $
    98
  52




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Real Estate Acquired Through Foreclosure
  Office Premises and Equipment
  Goodwill
   Federal Income Taxes
  53




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Federal Income Taxes
  Earnings Per Share
  2005
    
    
    2004
    
    
    2003Weighted-average common shares
outstanding (basic)
    
    
    7,644,917
    
    
    
    7,466,090
    
    
    
    7,491,977Dilutive effect of assumed exercise
of stock options
    
    
    3,789
    
    
    
    N/A
    
    
    
    74,390Weighted-average common shares
outstanding (diluted)
    
    
    7,648,706
    
    
    
    N/A
    
    
    
    7,566,367
  Stock Option Plans
  54




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Stock Option Plans
   2005
    
    
    2004
    
    
    2003(In thousands, except per share data)Net earnings (loss)
    
    As reported
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856Stock-based compensation, net of tax
    
    
    (121
    )
    
    
    (28
    )
    
    
    (20
    )Pro-forma
    
    $
    8,645
    
    
    $
    (2,564
    )
    
    $
    6,836Earnings (loss) per shareBasic
    
    As reported
    
    $
    1.15
    
    
    $
    (.34
    )
    
    $
    .92Stock-based compensation, net of tax
    
    
    (.02
    )
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    1.13
    
    
    $
    (.34
    )
    
    $
    .91Diluted
    
    As reported
    
    
    1.15
    
    
    
    N/A
    
    
    $
    .91Stock-based compensation, net of tax
    
    
    (.02
    )
    
    
    N/A
    
    
    
    (.01
    )Pro-forma
    
    $
    1.13
    
    
    
    N/A
    
    
    $
    .90
 55




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Stock Option Plans
   2005
    
    
    2004
    
    
    2003Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    average
    
    
    
    
    
    
    averageexercise
    
    
    
    
    
    
    exercise
    
    
    
    
    
    
    exerciseShares
    
    
    price
    
    
    Shares
    
    
    price
    
    
    Shares
    
    
    priceOutstanding at beginning of year
    
    
    218,324
    
    
    $
    12.91
    
    
    
    257,072
    
    
    $
    12.11
    
    
    
    323,291
    
    
    $
    9.79Granted
    
    
    87,240
    
    
    
    16.51
    
    
    
    17,705
    
    
    
    17.17
    
    
    
    56,948
    
    
    
    16.13Exercised
    
    
    (70,162
    )
    
    
    8.43
    
    
    
    (52,911
    )
    
    
    8.83
    
    
    
    (117,800
    )
    
    
    7.60Forfeited
    
    
    (10,766
    )
    
    
    12.85
    
    
    
    (3,542
    )
    
    
    15.03
    
    
    
    (5,367
    )
    
    
    13.92Outstanding at end of year
    
    
    224,636
    
    
    $
    15.71
    
    
    
    218,324
    
    
    $
    12.91
    
    
    
    257,072
    
    
    $
    12.11Options exercisable at year-end
    
    
    138,305
    
    
    $
    15.22
    
    
    
    175,542
    
    
    $
    12.05
    
    
    
    211,780
    
    
    $
    11.25Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    2.89
    
    
    
    
    
    
    $
    3.59
    
    
    
    
    
    
    $
    2.60
  Number outstanding
    
    Range of exercise prices5,255
    
    
    $8.92 - $11.1511,610
    
    
    $11.36- $14.20207,771
    
    
    $14.55 - $17.17Weighted-average exercise price
    
    
    $15.71Weighted-average remaining contractual life
    
    
    6.95 years
 56




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Fair Value of Financial Instruments
   Cash and Cash Equivalents
 Investment Securities and Mortgage-backed Securities
 Loans Receivable
 Federal Home Loan Bank stock
 Deposits
 Advances from the Federal Home Loan Bank
 Advances by Borrowers for Taxes and Insurance
 57




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Fair Value of Financial Instruments
 Commitments to Extend Credit
  December 31,2005
    
    
    2004Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    value(In thousands)Financial assetsCash and cash equivalents
    
    $
    33,806
    
    
    $
    33,806
    
    
    $
    42,894
    
    
    $
    42,894Investment securities
    
    
    48,826
    
    
    
    48,854
    
    
    
    23,962
    
    
    
    24,013Mortgage-backed securities
    
    
    64,864
    
    
    
    64,858
    
    
    
    84,467
    
    
    
    84,509Loans receivable
    
    
    848,710
    
    
    
    848,658
    
    
    
    836,666
    
    
    
    849,303Federal Home Loan Bank stock
    
    
    27,112
    
    
    
    27,112
    
    
    
    25,797
    
    
    
    25,797$
    1,023,318
    
    
    $
    1,023,288
    
    
    $
    1,013,786
    
    
    $
    1,026,516Financial liabilitiesDeposits
    
    $
    660,242
    
    
    $
    659,679
    
    
    $
    667,778
    
    
    $
    670,533Advances from the Federal Home Loan Bank
    
    
    294,357
    
    
    
    295,392
    
    
    
    295,310
    
    
    
    298,841Advances by borrowers for taxes and insurance
    
    
    3,249
    
    
    
    3,249
    
    
    
    3,030
    
    
    
    3,030$
    957,848
    
    
    $
    958,320
    
    
    $
    966,118
    
    
    $
    972,404
 Cash and Cash Equivalents
  Advertising
  58




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Effects of Recent Accounting Pronouncements
     59




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE B  INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
  2005Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Held to maturity:Municipal bonds
    
    $
    919
    
    
    $
    28
    
    
    $
    
    
    
    $
    947U.S. Government agency obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total investment securities held to maturity
    
    
    919
    
    
    
    28
    
    
    
    
    
    
    
    947Available for sale:U.S. Government agency obligations
    
    
    47,993
    
    
    
    
    
    
    
    619
    
    
    
    47,374Municipal bonds
    
    
    346
    
    
    
    2
    
    
    
    
    
    
    
    348Corporate equity securities
    
    
    159
    
    
    
    26
    
    
    
    
    
    
    
    185Total investment securities available for sale
    
    
    48,498
    
    
    
    28
    
    
    
    619
    
    
    
    47,907Total investment securities
    
    $
    49,417
    
    
    $
    56
    
    
    $
    619
    
    
    $
    48,854
 2004Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Held to maturity:Municipal bonds
    
    $
    1,124
    
    
    $
    53
    
    
    $
    
    
    
    $
    1,177U.S. Government agency obligations
    
    
    2,999
    
    
    
    
    
    
    
    2
    
    
    
    2,997Total investment securities held to maturity
    
    
    4,123
    
    
    
    53
    
    
    
    2
    
    
    
    4,174Available for sale:U.S. Government agency obligations
    
    
    18,007
    
    
    
    12
    
    
    
    98
    
    
    
    17,921Municipal bonds
    
    
    523
    
    
    
    13
    
    
    
    
    
    
    
    536Corporate equity securities
    
    
    247
    
    
    
    140
    
    
    
    
    
    
    
    387Treasury
    
    
    999
    
    
    
    
    
    
    
    4
    
    
    
    995Total investment securities available for sale
    
    
    19,776
    
    
    
    165
    
    
    
    102
    
    
    
    19,839Total investment securities
    
    $
    23,899
    
    
    $
    218
    
    
    $
    104
    
    
    $
    24,013
 60




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE B  INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
  EstimatedAmortized
    
    
    faircost
    
    
    value(In thousands)Due in one year or less
    
    $
    4,262
    
    
    $
    4,210Due after one year through five years
    
    
    44,654
    
    
    
    44,093Due after five years through ten years
    
    
    252
    
    
    
    260Due after ten years
    
    
    90
    
    
    
    106Total investment securities
    
    
    49,258
    
    
    
    48,669Corporate equity securities
    
    
    159
    
    
    
    185Total
    
    $
    49,417
    
    
    $
    48,854
   2005Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Held to maturity:FNMA
    
    $
    1,644
    
    
    $
    13
    
    
    $
    5
    
    
    $
    1,652FHLMC
    
    
    860
    
    
    
    1
    
    
    
    13
    
    
    
    848GNMA
    
    
    408
    
    
    
    5
    
    
    
    1
    
    
    
    412Other
    
    
    345
    
    
    
    
    
    
    
    6
    
    
    
    339Total mortgage-backed securities
held to maturity
    
    
    3,257
    
    
    
    19
    
    
    
    25
    
    
    
    3,251Available for sale:FNMA
    
    
    33,681
    
    
    
    1
    
    
    
    1,167
    
    
    
    32,515FHLMC
    
    
    22,939
    
    
    
    
    
    
    
    635
    
    
    
    22,304GNMA
    
    
    97
    
    
    
    4
    
    
    
    
    
    
    
    101CMO
    
    
    6,819
    
    
    
    
    
    
    
    132
    
    
    
    6,687Total mortgage-backed securities
available for sale
    
    
    63,536
    
    
    
    5
    
    
    
    1,934
    
    
    
    61,607Total mortgage-backed securities
    
    $
    66,793
    
    
    $
    24
    
    
    $
    1,959
    
    
    $
    64,858
 61




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  2004Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Held to maturity:FNMA
    
    $
    1,985
    
    
    $
    32
    
    
    $
    6
    
    
    $
    2,011FHLMC
    
    
    1,128
    
    
    
    7
    
    
    
    
    
    
    
    1,135GNMA
    
    
    576
    
    
    
    13
    
    
    
    
    
    
    
    589Other
    
    
    457
    
    
    
    
    
    
    
    4
    
    
    
    453Total mortgage-backed securities
held to maturity
    
    
    4,146
    
    
    
    52
    
    
    
    10
    
    
    
    4,188Available for sale:FNMA
    
    
    42,625
    
    
    
    114
    
    
    
    386
    
    
    
    42,353FHLMC
    
    
    38,025
    
    
    
    45
    
    
    
    239
    
    
    
    37,831GNMA
    
    
    132
    
    
    
    5
    
    
    
    
    
    
    
    137Total mortgage-backed securities
available for sale
    
    
    80,782
    
    
    
    164
    
    
    
    625
    
    
    
    80,321Total mortgage-backed securities
    
    $
    84,928
    
    
    $
    216
    
    
    $
    635
    
    
    $
    84,509
  EstimatedAmortized cost
    
    
    fair value(In thousands)Due within one year or less
    
    $
    7
    
    
    $
    7Due after one year through five years
    
    
    19,936
    
    
    
    19,436Due after five years through ten years
    
    
    29,620
    
    
    
    28,668Due after ten years
    
    
    17,230
    
    
    
    16,747$
    66,793
    
    
    $
    64,858
  62




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE B  INVESTMENT AND MORTGAGE-BACKED SECURITIES
  2005Less than 12 months
    
    
    More than 12 monthsFair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription of securities
    
    value
    
    
    losses
    
    
    value
    
    
    losses(In thousands)Mortgage-backed securities:Held to maturity
    
    $
    1,101
    
    
    $
    14
    
    
    $
    516
    
    
    $
    11Available for sale
    
    
    20,783
    
    
    
    427
    
    
    
    40,642
    
    
    
    1,507U.S. Government agency:Held to maturityAvailable for sale
    
    
    37,646
    
    
    
    346
    
    
    
    9,727
    
    
    
    273Treasury:Available for sale
    
    
    135
    
    
    
    1
    
    
    
    
    
    
    
    Total temporarily impaired securities
    
    $
    59,665
    
    
    $
    788
    
    
    $
    50,885
    
    
    $
    1,791
  2004Less than 12 months
    
    
    More than 12 monthsFair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription of securities
    
    value
    
    
    losses
    
    
    value
    
    
    losses(In thousands)Mortgage-backed securities:Held to maturity
    
    $
    77
    
    
    $
    
    
    
    $
    685
    
    
    $
    10Available for sale
    
    
    41,298
    
    
    
    419
    
    
    
    16,691
    
    
    
    206U.S. Government agency:Held to maturity
    
    
    2,997
    
    
    
    2
    
    
    
    
    
    
    
    Available for sale
    
    
    11,902
    
    
    
    98
    
    
    
    
    
    
    
    Treasury:Available for sale
    
    
    999
    
    
    
    4
    
    
    
    
    
    
    
    Total temporarily impaired securities
    
    $
    57,273
    
    
    $
    523
    
    
    $
    17,376
    
    
    $
    216
  63




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE C  LOANS RECEIVABLE
  2005
    
    
    2004(In thousands)Conventional real estate loans:Existing residential properties
    
    $
    474,401
    
    
    $
    492,387Multi-family
    
    
    51,475
    
    
    
    47,252Nonresidential real estate
    
    
    105,380
    
    
    
    105,247Construction
    
    
    74,601
    
    
    
    75,055Developed building lots
    
    
    23,262
    
    
    
    15,854Commercial
    
    
    20,958
    
    
    
    16,592Home equity lines of credit
    
    
    108,086
    
    
    
    101,545Consumer, education and other loans
    
    
    22,114
    
    
    
    20,706Total
    
    
    880,277
    
    
    
    874,638Increase (decrease) due to:Undisbursed portion of loans in process
    
    
    (33,262
    )
    
    
    (40,349
    )Unamortized yield adjustments
    
    
    (266
    )
    
    
    (937
    )Capitalized mortgage servicing rights
    
    
    6,973
    
    
    
    6,953Allowance for loan losses
    
    
    (6,959
    )
    
    
    (6,476
    )Loans receivable  net
    
    $
    846,763
    
    
    $
    833,829
   64




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE D  ALLOWANCE FOR LOAN LOSSES
  2005
    
    
    2004
    
    
    2003(In thousands)Balance at beginning of year
    
    $
    6,476
    
    
    $
    5,641
    
    
    $
    5,490Provision for losses on loans
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446Charge-offs of loans
    
    
    (1,280
    )
    
    
    (1,597
    )
    
    
    (1,319
    )Recoveries
    
    
    283
    
    
    
    189
    
    
    
    24Allowance resulting from acquisition
of London Financial
    
    
    
    
    
    
    623
    
    
    
    Balance at end of year
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641
  NOTE E  OFFICE PREMISES AND EQUIPMENT
  2005
    
    
    2004(In thousands)Land
    
    $
    2,120
    
    
    $
    2,120Buildings and improvements
    
    
    12,639
    
    
    
    12,155Furniture, fixtures and equipment
    
    
    9,953
    
    
    
    9,84024,712
    
    
    
    24,115Less accumulated depreciation and amortization
    
    
    13,143
    
    
    
    12,468$
    11,569
    
    
    $
    11,647
 65




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE F  DEPOSITS
  2005
    
    
    2004Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(Dollars in thousands)Noninterest-bearing checking accounts
    
    $
    32,127
    
    
    
    
    %
    
    $
    24,225
    
    
    
    
    %NOW accounts
    
    
    117,430
    
    
    
    0.87
    
    
    
    127,622
    
    
    
    1.12Money market demand accounts
    
    
    58,995
    
    
    
    2.07
    
    
    
    83,063
    
    
    
    1.25Passbook and statement savings accounts
    
    
    61,356
    
    
    
    0.25
    
    
    
    70,959
    
    
    
    0.25Total withdrawable accounts
    
    
    269,908
    
    
    
    0.89
    
    
    
    305,869
    
    
    
    0.87Certificates of depositOriginal maturities of:Six months to one year
    
    
    26,039
    
    
    
    3.50
    
    
    
    19,115
    
    
    
    1.76One to two years
    
    
    141,567
    
    
    
    3.49
    
    
    
    77,913
    
    
    
    2.13Two to eight years
    
    
    120,227
    
    
    
    3.88
    
    
    
    148,351
    
    
    
    3.93Negotiated rate certificates
    
    
    41,224
    
    
    
    3.83
    
    
    
    55,845
    
    
    
    2.30Individual retirement accounts
    
    
    61,277
    
    
    
    3.88
    
    
    
    60,685
    
    
    
    3.75Total certificate accounts
    
    
    390,334
    
    
    
    3.71
    
    
    
    361,909
    
    
    
    3.11Total deposits
    
    $
    660,242
    
    
    
    2.55
    %
    
    $
    667,778
    
    
    
    2.08
    %
   2005
    
    
    2004
    
    
    2003(In thousands)Certificate of deposit accounts
    
    $
    12,799
    
    
    $
    11,324
    
    
    $
    13,120NOW accounts and money market demand accounts
    
    
    2,468
    
    
    
    2,392
    
    
    
    2,545Passbook and statement savings accounts
    
    
    167
    
    
    
    229
    
    
    
    372$
    15,434
    
    
    $
    13,945
    
    
    $
    16,037
 66




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE F  DEPOSITS
  2005Year ending December 31:
    
    (In thousands)2006
    
    
    239,4352007
    
    
    80,5962008
    
    
    40,1512009
    
    
    24,6352010
    
    
    4,447After 2010
    
    
    1,070Total certificate of deposit accounts
    
    $
    390,334
 NOTE G  ADVANCES FROM THE FEDERAL HOME LOAN BANK
  Maturing yearEnding December 31,
    
    Interest rate range
    
    
    2005
    
    
    2004(Dollars in thousands)2005
    
    
    1.44%-7.60
    %
    
    $
    
    
    
    $
    62,0202006
    
    
    1.94%-6.40
    %
    
    
    89,745
    
    
    
    42,5342007
    
    
    2.44%-6.95
    %
    
    
    43,045
    
    
    
    43,6742008
    
    
    2.90%-6.05
    %
    
    
    44,441
    
    
    
    46,0562009
    
    
    2.66%-6.45
    %
    
    
    37,010
    
    
    
    38,3082010
    
    
    3.01%-5.01
    %
    
    
    10,000
    
    
    
    10,000Thereafter
    
    
    2.66%-7.00
    %
    
    
    70,116
    
    
    
    52,718$
    294,357
    
    
    $
    295,310Weighted-average interest rate
    
    
    
    
    
    
    3.94
    %
    
    
    3.63
    %
 67




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE G  ADVANCES FROM THE FEDERAL HOME LOAN BANK
  NOTE H  FEDERAL INCOME TAXES (CREDITS)
  2005
    
    
    2004
    
    
    2003(In thousands)Federal income taxes (benefits) computed at the
expected statutory rate
    
    $
    4,389
    
    
    $
    (1,427
    )
    
    $
    3,368Increase (decrease) in taxes resulting from:Nontaxable dividend and interest income
    
    
    (25
    )
    
    
    (28
    )
    
    
    (41
    )Increase in cash surrender value of life insurance  net
    
    
    (255
    )
    
    
    (240
    )
    
    
    (268
    )Other
    
    
    32
    
    
    
    35
    
    
    
    (8
    )Federal income tax provision (credits) per consolidated
financial statements
    
    $
    4,141
    
    
    $
    (1,660
    )
    
    $
    3,051
  Taxes (payable) refundable on temporary
differences at statutory rate:
 2005
    
    
    2004(In thousands)Deferred tax liabilities:FHLB stock dividends
    
    $
    (4,073
    )
    
    $
    (3,626
    )Mortgage servicing rights
    
    
    (2,371
    )
    
    
    (2,364
    )Book versus tax depreciation
    
    
    (575
    )
    
    
    (486
    )Original issue discount
    
    
    (531
    )
    
    
    (569
    )Purchase price adjustments
    
    
    (501
    )
    
    
    (381
    )Other liabilities, net
    
    
    (4
    )
    
    
    (55
    )Total deferred tax liabilities
    
    
    (8,055
    )
    
    
    (7,481
    )Deferred tax assets:General loan loss allowance
    
    
    2,366
    
    
    
    2,202Deferred income
    
    
    378
    
    
    
    391Deferred compensation
    
    
    778
    
    
    
    641Deferred loan fees
    
    
    309
    
    
    
    199Other assets
    
    
    28
    
    
    
    29Unrealized losses on securities designated as
available for sale
    
    
    857
    
    
    
    135Total deferred tax assets
    
    
    4,716
    
    
    
    3,597Net deferred tax liability
    
    $
    (3,339
    )
    
    $
    (3,884
    )
 68




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE H  FEDERAL INCOME TAXES (CREDITS)
   NOTE I  COMMITMENTS
     69




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE I  COMMITMENTS
  Year endingDecember 31,
    
    (In thousands)2006
    
    $
    2082007
    
    
    1792008
    
    
    1692009
    
    
    1392010
    
    
    1242011 and thereafter
    
    
    296$
    1,115
  NOTE J  REGULATORY CAPITAL
   70




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE J  REGULATORY CAPITAL
    Camco:
    
    
    
    
    
    
    
    
    
    At December 31, 2005To 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)
    
    $
    92,005
    
    
    
    12.39
    %
    
    
    3$59,391
    
    
    
    38.0
    %
    
    
    N/A
    
    
    
    N/ATier I capital(to risk-weighted assets)
    
    $
    85,046
    
    
    
    11.46
    %
    
    
    3$29,696
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/ATier I leverage
    
    $
    85,046
    
    
    
    8.00
    %
    
    
    3$42,549
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/A
 Advantage:
    
    
    
    
    
    
    
    
    
    As of December 31, 2005To 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)
    
    $
    83,052
    
    
    
    11.21
    %
    
    
    3$59,280
    
    
    
    38.0
    %
    
    
    3$74,100
    
    
    
    310.0
    %Tier I capital(to risk-weighted assets)
    
    $
    76,093
    
    
    
    10.27
    %
    
    
    3$29,640
    
    
    
    34.0
    %
    
    
    3$44,460
    
    
    
    3  6.0
    %Tier I leverage
    
    $
    76,093
    
    
    
    7.23
    %
    
    
    3$42,126
    
    
    
    34.0
    %
    
    
    3$52,657
    
    
    
    3  5.0
    %
 71




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE J  REGULATORY CAPITAL
 Camco:
    
    
    
    
    
    
    
    
    
    As of December 31, 2004To 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)
    
    $
    88,628
    
    
    
    12.38
    %
    
    
    3$57,292
    
    
    
    38.0
    %
    
    
    N/A
    
    
    
    N/ATier I capital(to risk-weighted assets)
    
    $
    82,152
    
    
    
    11.47
    %
    
    
    3$28,646
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/ATier I leverage
    
    $
    82,152
    
    
    
    7.54
    %
    
    
    3$43,568
    
    
    
    34.0
    %
    
    
    N/A
    
    
    
    N/A
 Advantage:
    
    
    
    
    
    
    
    
    
    As of December 31, 2004To 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)
    
    $
    80,373
    
    
    
    11.25
    %
    
    
    3$57,177
    
    
    
    38.0
    %
    
    
    3$71,472
    
    
    
    310.0
    %Tier I capital(to risk-weighted assets)
    
    $
    73,897
    
    
    
    10.34
    %
    
    
    3$28,589
    
    
    
    34.0
    %
    
    
    3$42,883
    
    
    
    3  6.0
    %Tier I leverage
    
    $
    73,897
    
    
    
    6.86
    %
    
    
    3$43,118
    
    
    
    34.0
    %
    
    
    3$53,897
    
    
    
    3  5.0
    %
  NOTE K  BENEFIT PLANS
   72




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE L  CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL
INFORMATION
  CAMCO FINANCIAL CORPORATION
STATEMENTS OF FINANCIAL CONDITION
 2005
    
    
    2004ASSETSCash in Advantage
    
    $
    99
    
    
    $
    223Interest-bearing deposits in other financial institutions
    
    
    7,010
    
    
    
    5,995Investment securities designated as available for sale
    
    
    185
    
    
    
    387Investment in Advantage
    
    
    81,792
    
    
    
    80,973Investment in Camco Title
    
    
    909
    
    
    
    970Office premises and equipment  net
    
    
    1,285
    
    
    
    1,338Cash surrender value of life insurance
    
    
    1,225
    
    
    
    1,187Prepaid expenses and other assets
    
    
    160
    
    
    
    165Deferred federal income tax assets
    
    
    54
    
    
    
    107Total assets
    
    $
    92,719
    
    
    $
    91,345LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and other accrued liabilities
    
    $
    413
    
    
    $
    404Dividends payable
    
    
    1,102
    
    
    
    1,109Accrued federal income taxes
    
    
    441
    
    
    
    511Deferred federal income taxes
    
    
    
    
    
    
    Total liabilities
    
    
    1,956
    
    
    
    2,024Stockholders equity
Common stock
    
    
    8,830
    
    
    
    8,760Additional paid-in capital
    
    
    59,567
    
    
    
    58,935Retained earnings
    
    
    42,569
    
    
    
    38,234Unrealized gains (losses) on securities designated as available for sale,
net of related tax effects
    
    
    (1,663
    )
    
    
    (263
    )Treasury stock, at cost
    
    
    (18,540
    )
    
    
    (16,345
    )Total stockholders equity
    
    
    90,763
    
    
    
    89,321Total liabilities and stockholders equity
    
    $
    92,719
    
    
    $
    91,345
 73




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE L
 CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION
 CAMCO FINANCIAL CORPORATION
STATEMENTS OF OPERATIONS
 2005
    
    
    2004
    
    
    2003IncomeDividends from Advantage
    
    $
    7,000
    
    
    $
    3,500
    
    
    $
    7,504Dividends from Camco Title
    
    
    250
    
    
    
    
    
    
    
    700Interest and other income
    
    
    239
    
    
    
    171
    
    
    
    172Gain on sale of investments
    
    
    113
    
    
    
    45
    
    
    
    Distributions in excess of Advantage earnings
or loss
    
    
    2,145
    
    
    
    (5,595
    )
    
    
    (709
    )(Excess distribution from) undistributed earnings
of Camco Title
    
    
    (61
    )
    
    
    165
    
    
    
    (26
    )Total income (loss)
    
    
    9,686
    
    
    
    (1,714
    )
    
    
    7,641General, administrative and other expense
    
    
    1,233
    
    
    
    1,152
    
    
    
    1,129Earnings (loss) before federal income tax credits
    
    
    8,453
    
    
    
    (2,866
    )
    
    
    6,512Federal income tax credits
    
    
    (313
    )
    
    
    (330
    )
    
    
    (344
    )Net earnings (loss)
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856
 74




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE L  CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL
INFORMATION
 CAMCO FINANCIAL CORPORATION
STATEMENTS OF CASH FLOWS
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net earnings (loss) for the year
    
    $
    8,766
    
    
    $
    (2,536
    )
    
    $
    6,856Adjustments to reconcile net earnings (loss) to net cash
flows provided by (used in) operating activities:Distributions in excess of net earnings or loss of Advantage
    
    
    (2,145
    )
    
    
    5,595
    
    
    
    709Excess distribution from (undistributed net earnings of)
Camco Title
    
    
    61
    
    
    
    (165
    )
    
    
    26Gain on sale of office premises and equipment
    
    
    
    
    
    
    
    
    
    
    (1
    )Gain on sale of investments
    
    
    (113
    )
    
    
    (45
    )
    
    
    Depreciation and amortization
    
    
    53
    
    
    
    51
    
    
    
    58Increase (decrease) in cash due to changes in:Prepaid expenses and other assets
    
    
    5
    
    
    
    (60
    )
    
    
    (105
    )Accounts payable and other liabilities
    
    
    9
    
    
    
    46
    
    
    
    (114
    )Accrued federal income taxes
    
    
    (70
    )
    
    
    211
    
    
    
    4Deferred federal income taxes
    
    
    92
    
    
    
    (115
    )
    
    
    (58
    )Tax benefits related to exercise of stock options
    
    
    111
    
    
    
    84
    
    
    
    210Net cash provided by operating activities
    
    
    6,769
    
    
    
    3,066
    
    
    
    7,585Cash flows from investing activities:Purchase of investment securities
    
    
    (100
    )
    
    
    
    
    
    
    Proceeds from redemption of available for sale securities
    
    
    302
    
    
    
    127
    
    
    
    Net increase in cash surrender value of life insurance
    
    
    (38
    )
    
    
    (39
    )
    
    
    (45
    )Purchase of office premises and equipment
    
    
    
    
    
    
    (3
    )
    
    
    (32
    )Proceeds from sale of office premises and equipment
    
    
    
    
    
    
    
    
    
    
    14(Increase) decrease in interest-bearing deposits in other
financial institutions
    
    
    (1,015
    )
    
    
    5,320
    
    
    
    3,666Purchase of London Financial  net
    
    
    
    
    
    
    (4,717
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    (851
    )
    
    
    688
    
    
    
    3,603Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    591
    
    
    
    468
    
    
    
    977Dividends paid
    
    
    (4,438
    )
    
    
    (4,305
    )
    
    
    (4,215
    )Purchase of treasury shares
    
    
    (2,195
    )
    
    
    
    
    
    
    (7,977
    )Net cash used in financing activities
    
    
    (6,042
    )
    
    
    (3,837
    )
    
    
    (11,215
    )Net increase (decrease) in cash and cash equivalents
    
    
    (124
    )
    
    
    (83
    )
    
    
    (27
    )Cash and cash equivalents at beginning of year
    
    
    223
    
    
    
    306
    
    
    
    333Cash and cash equivalents at end of year
    
    $
    99
    
    
    $
    223
    
    
    $
    306
  75




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE M  BUSINESS COMBINATION
   (In thousands)Cash and cash equivalents
    
    $
    2,948Mortgage-backed securities
    
    
    350Loans receivable
    
    
    49,050Prepaid expenses and other assets
    
    
    2,093Total assets
    
    
    54,441Deposits
    
    
    (45,232
    )Other liabilities
    
    
    (5,139
    )Net assets acquired
    
    $
    4,070
  2004
    
    
    2003(In thousands)(Unaudited)Total interest income
    
    $
    54,810
    
    
    $
    58,036Total interest expense
    
    
    28,135
    
    
    
    32,329Net interest income
    
    
    26,675
    
    
    
    25,707Provision for losses on loans
    
    
    1,877
    
    
    
    1,506Other income
    
    
    13,820
    
    
    
    11,571General, administrative and other expense
    
    
    43,712
    
    
    
    25,064Earnings (loss) before income taxes (credits)
    
    
    (5,094
    )
    
    
    10,708Federal income taxes (credits)
    
    
    (1,891
    )
    
    
    3,292Net earnings (loss)
    
    $
    (3,203
    )
    
    $
    7,416Earnings (loss) per share:Basic
    
    $
    (0.42
    )
    
    $
    0.95Diluted
    
    
    N/A
    
    
    $
    0.95
 76




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  NOTE N  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
  Three Months EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2005:
    
    
    
    
    
    (In thousands, except per share data)Total interest income
    
    $
    15,157
    
    
    $
    14,455
    
    
    $
    13,961
    
    
    $
    13,505Total interest expense
    
    
    7,058
    
    
    
    6,902
    
    
    
    6,432
    
    
    
    6,137Net interest income
    
    
    8,099
    
    
    
    7,553
    
    
    
    7,529
    
    
    
    7,368Provision for losses on loans
    
    
    520
    
    
    
    360
    
    
    
    360
    
    
    
    240Other income
    
    
    1,709
    
    
    
    1,543
    
    
    
    1,634
    
    
    
    1,706General, administrative and other expense
    
    
    5,644
    
    
    
    5,735
    
    
    
    5,810
    
    
    
    5,565Earnings before income taxes
    
    
    3,644
    
    
    
    3,001
    
    
    
    2,993
    
    
    
    3,269Federal income taxes
    
    
    1,174
    
    
    
    963
    
    
    
    953
    
    
    
    1,051Net earnings
    
    $
    2,470
    
    
    $
    2,038
    
    
    $
    2,040
    
    
    $
    2,218Earnings per share:Basic
    
    $
    .32
    
    
    $
    .27
    
    
    $
    .27
    
    
    $
    .29Diluted
    
    $
    .32
    
    
    $
    .27
    
    
    $
    .27
    
    
    $
    .29
 Three Months EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2004:
    
    (In thousands, except per share data)Total interest income
    
    $
    13,761
    
    
    $
    13,473
    
    
    $
    12,985
    
    
    $
    12,729Total interest expense
    
    
    7,078
    
    
    
    7,067
    
    
    
    6,709
    
    
    
    6,658Net interest income
    
    
    6,683
    
    
    
    6,406
    
    
    
    6,276
    
    
    
    6,071Provision for losses on loans
    
    
    855
    
    
    
    255
    
    
    
    255
    
    
    
    255Other income
    
    
    8,555
    
    
    
    1,914
    
    
    
    1,703
    
    
    
    1,536General, administrative and other expense
    
    
    24,429
    
    
    
    5,927
    
    
    
    5,494
    
    
    
    5,870Earnings (loss) before income taxes (credits)
    
    
    (10,046
    )
    
    
    2,138
    
    
    
    2,230
    
    
    
    1,482Federal income taxes (credits)
    
    
    (3,476
    )
    
    
    670
    
    
    
    698
    
    
    
    448Net earnings (loss)
    
    $
    (6,570
    )
    
    $
    1,468
    
    
    $
    1,532
    
    
    $
    1,034Earnings (loss) per share:Basic
    
    $
    (0.89
    )
    
    $
    0.20
    
    
    $
    0.21
    
    
    $
    0.14Diluted
    
    
    N/A
    
    
    $
    0.19
    
    
    $
    0.21
    
    
    $
    0.14
 77




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
    
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
  www.camcofinancial.com/site/charters&policies.html
 
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
    78




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##### Table of Contents



Equity Compensation Plan Information
 (a)
    
    
    (b)
    
    
    (c)Number of securitiesremaining available forfuture issuance underNumber of securities
    
    
    
    
    
    
    equity compensationto be issued upon
    
    
    Weighted-average
    
    
    plans (excludingexercise of
    
    
    exercise price of
    
    
    securitiesPlan Category
    
    outstanding options
    
    
    outstanding options
    
    
    reflected in column (a))Equity compensation
plans approved by
security
holders
    
    
    224,636
    
    
    $
    15.71
    
    
    
    342,792
 
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
  79




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##### Table of Contents








PART IV





Item 15.
    Exhibits and Financial Statement Schedules. Exhibits.3
    (i)
    
    Certificate of Incorporation3(ii)
    
    Bylaws10
    (i)
    
    Employment Agreement between Camco and Richard C. Baylor10(ii)
    
    Employment Agreement between Camco and Larry A. Caldwell10(iii)
    
    Form of 2002 Salary Continuation Agreement10(iv)
    
    Form of 1996 Salary Continuation Agreement10
    (v)
    
    Form of Executive Deferred Compensation Agreement10(vi)
    
    First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(vii)
    
    Incentive Stock Option Award Agreement Pursuant to the First Ashland FinancialCorporation 1995 Stock Option and Incentive Plan10(viii)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the First Ashland FinancialCorporation 1995 Stock Option and Incentive Plan10(ix)
    
    Camco Financial Corporation 2002 Equity Incentive Plan10
    (x)
    
    Incentive Stock Option Award Agreement Pursuant to the CamcoFinancial Corporation 2002 Equity and Incentive Plan10(xi)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Camco FinancialCorporation 2002 Equity and Incentive Plan10(xii)
    
    Camco Financial Corporation 1995 Stock Option and Incentive Plan10(xiii)
    
    Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiv)
    
    Incentive Stock Option Award Agreement Pursuant to the Westwood HomesteadFinancial Corporation 1997 Stock Option Plan10(xv)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Westwood HomesteadFinancial Corporation 1997 Stock Option Plan10(xvi)
    
    Summary of
Bonus Plan10(xvii)
    
    Change of
Control Agreement including Attachment A listing participants21
    
    
    Subsidiaries of Camco23
    
    
    Consent of
Plant Moran PLLC regarding Camcos Consolidated Financial Statements and Form S-823
    (i)
    
    Consent of
Grant Thornton LLP regarding Camcos Consolidated Financial Statements and Form S-8 for the year ending December 31, 200431
    (i)
    
    Certification of Chief Executive Officer31(ii)
    
    Certification of Chief Financial Officer32
    (i)
    
    Certification of Chief Executive Officer32(ii)
    
    Certification of Chief Financial Officer
 80




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##### Table of Contents



SIGNATURES
  Camco Financial CorporationBy
    
    /s/ Richard C. Baylor

Richard C. Baylor,President, Chief Executive Officer and a Director
  By
    
    /s/ Larry A. Caldwell

Larry A. Caldwell
    
    By
    
    /s/ Robert C. Dix, Jr.

Robert C. Dix, Jr.,Chairman and Director
    
    
    
    DirectorDate: March 15, 2006
    
    Date: March 15, 2006By
    
    /s/ Samuel W. Speck

Samuel W. Speck,
    
    By
    
    /s/ Paul D. Leake

Paul D. Leake,Director
    
    
    
    DirectorDate: March 15, 2006
    
    Date: March 15, 2006By
    
    /s/ Jeffrey T. Tucker

Jeffrey T. Tucker,
    
    By
    
    /s/ Terry A. Feick

Terry A. Feick,Director
    
    
    
    DirectorDate: March 15, 2006
    
    Date: March 15, 2006By
    
    /s/ Carson K. Miller

Carson K. Miller,
    
    By
    
    /s/ Susan J. Insley

Susan J. Insley,Director
    
    
    
    DirectorDate: March 15, 2006
    
    Date: March 15, 2006By
    
    /s/ Mark A. Severson

Mark A. Severson,
    
    By
    
    /s/ Douglas F Mock

Douglas F. Mock,Chief Financial Officer
    
    
    
    DirectorDate: March 15, 2006
    
    Date: March 15, 2006By
    
    /s/ J. Timothy YoungJ. Timothy YoungDirector




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##### Table of Contents



INDEX TO EXHIBITS
 ITEM
    
    DESCRIPTIONExhibit 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)
    
    1987 Amended and Restated
By-Laws of Camco Financial
Corporation
    
    Incorporated by reference to Camcos
Form 10-Q for the quarter ended
September 30, 2003, Exhibit 3Exhibit 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)
    
    Employment Agreement dated
November 9, 2001, as amended, by
and between Camco Financial
Corporation and Larry A. Caldwell
    
    Incorporated by reference to Camcos
2002 Proxy, Exhibit 10(ii)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




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##### Table of Contents



ITEM
    
    DESCRIPTIONExhibit 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 PlanExhibit 10(xvii)
    
    Change of Control Agreement including Attachment A listing participantsExhibit 21
    
    Subsidiaries of Camco
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 21Exhibit 23
    
    Consent of Plante Moran PLLC
regarding Camcos Consolidated
Financial Statements and Form S-8Exhibit 23(i)
    
    Consent of Grant Thornton LLP
Regarding Camcos Consolidated
Financial Statements and Form S-8
for the year ended December 31, 2004Exhibit 31(i)
    
    Section 302 Certification by Chief Executive OfficerExhibit 31(ii)
    
    Section 302 Certification by Chief Financial OfficerExhibit 32(i)
    
    Section 1350 Certification by Chief Executive OfficerExhibit 32(ii)
    
    Section 1350 Certification by Chief Financial Officer