3. Special Restrictions and Covenants. Except as otherwise provided in thisAgreement, any and all Restricted Stock that has not become vested in accordance with Sections 1 or2 hereof shall be forfeited and shall revert to the Company upon any of the following:          (a) the termination of Huston’s employment by the Company, for Just Cause (as defined and setforth in Section 4 of the Employment Agreement) prior to such vesting; or          (b) the voluntary termination of Huston’s employment with the Company by Huston prior to suchvesting.     4. Status of Huston Shares. Huston shall only be entitled to the rights andobligations, including voting, dividends and other rights and obligations, of vested Shares ofRestricted Stock. Huston shall not have any rights or obligations as to the underlying Shares thathave not vested in accordance with Section 1 or 2 herein.     5. Income Tax Election. The parties acknowledge that the federal income taxation ofthe transfer of Restricted Stock to Huston will be governed by Section 83 of the Internal RevenueCode of 1986, as amended (the “Code”) and the corresponding Treasury Regulations. Huston shallprovide to the Company a copy of any election under Section 83(b) of the Code at the same time asthe filing of such election with the Internal Revenue Service.     6. Huston Representations. Huston is aware that the Shares underlying the RestrictedStock being transferred to him hereby have not been registered under the Securities Act of 1933, asamended (the “Act”), or under applicable state securities laws in reliance upon exemptions fromsuch registration. Huston understands that his intentions with respect to the future dispositionof the Shares awarded hereby, his access to information concerning the Company and his knowledge ofthe restrictions placed upon the Shares are, among other things, important factors in establishingthe availability of these exemptions. Accordingly, Huston hereby represents, agrees andacknowledges as follows:          (a) Huston is acquiring the Shares underlying the Restricted Stock for his own account, forinvestment (meaning to hold for an indefinite period), and not with a view to the distribution orother disposition thereof;          (b) Huston will not sell, transfer, pledge or hypothecate (collectively “Transfer”) the Sharesin violation of any federal or state securities laws, and in any event not unless (i) the Sharesare registered under the Act and under applicable state securities laws pursuant to an effectiveregistration statement contemplating the transaction or transactions in which the Shares are to bedisposed, or (ii) the Company shall have received an opinion of counsel (both the opinion and suchcounsel being satisfactory to the Company) to the effect that the proposed Transfer of the Sharesmay be accomplished without such registration;          (c) The Company may prevent transfer and registration of the Shares consistent withparagraph (b) above, and the certificates for the Shares shall bear a legend in substantially thefollowing form:
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The shares evidenced by this certificate have not beenregistered under the Securities Act of 1933 (“TheAct”), are restricted securities within the meaning ofRule 144 promulgated under the Act and may not be sold,transferred, pledged, hypothecated or otherwisedistributed except pursuant to (1) an effectiveregistration statement registering the Shares under theAct or (2) until the issuer has received an opinion ofcounsel, satisfactory to it, that such transfer doesnot violate the Act or the applicable laws of anystate.The Corporation will furnish without charge to eachstockholder who so requests the powers, designations,preferences and relative, participating, option orspecial rights of each class of stock or series thereofand the qualifications, limitations or restrictions ofsuch preferences and/or rights.          (d) Huston has been given access to all books of account, records and other documentsconcerning the Company and the Shares. In addition, Huston has had the opportunity to askquestions and receive answers from officers of the Company concerning the Company and theRestricted Stock and any additional information deemed necessary by Huston;          (e) Huston understands and acknowledges that the Shares underlying the Restricted Stock arespeculative securities and involve a high degree of risk and that no federal or state agency hasmade any finding or determination as to the fairness for public or private investment in, nor anyrecommendations or endorsements of, the Shares as an investment; and          (f) Huston is a resident of the State of Ohio.     7. Representation. Huston acknowledges that he has been advised to obtain his ownindependent legal counsel with respect to this Agreement and the Employment Agreement. Hustonacknowledges that he has not been represented by Vorys, Sater, Seymour and Pease LLP in connectionwith this Agreement or the Employment Agreement.     8. No Effect on Employment Relationship. The transfer of Restricted Stock pursuant tothis Agreement for the purpose of encouraging the retention of Huston shall not confer upon Hustonany right to continue in the employ of the Company nor limit in any way the right of the Company toterminate the employment of Huston at any time and for any or no reason.     9. Governing Law. The rights and obligations of the parties to this Agreement shallbe governed by and construed in accordance with the laws of the State of Delaware.
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     10. Rights and Remedies Cumulative. All rights and remedies of the parties enumeratedin this Agreement shall be cumulative and, except as expressly provided otherwise in thisAgreement, none shall exclude any other rights or remedies allowed by law or in equity, and each ofsaid rights or remedies may be exercised and enforced concurrently.     11. Captions. The captions contained in this Agreement are included only forconvenience of reference and do not define, limit, explain or modify this Agreement or itsinterpretation, construction or meaning and are in no way to be construed as a part of thisAgreement.     12. Severability. If any provision of this Agreement or the application of anyprovision hereof to any person or any circumstance shall be determined to be invalid orunenforceable, then such determination shall not affect any other provision of this Agreement orthe application of said provision to any other person or circumstance, all of which otherprovisions shall remain in full force and effect, and it is the intention of each party to thisAgreement that if any provision of this Agreement is susceptible of two or more constructions, oneof which would render the provision enforceable and the other or others of which would render theprovision unenforceable, then the provision shall have the meaning which renders it enforceable.     13. Number and Gender. When used in this Agreement, the number and gender of eachpronoun shall be construed to be such number and gender as the context, circumstances or itsantecedent may require.     14. Amendment. This Agreement may be amended or terminated only by the writtenconsent of each of the parties hereto.     15. Entire Agreement. This Agreement in conjunction with the Employment Agreement andthe Stock Option Award Agreement of even date herewith, constitutes the entire agreement in respectof the subject matter of this Agreement. Notwithstanding the foregoing, this Agreement supersedesall prior and contemporaneous agreements between the parties hereto in connection with the subjectmatter of this Agreement. No change, termination or attempted waiver of any of the provisions ofthis Agreement shall be binding upon any party hereto unless contained in a writing signed by theparty to be charged.     16. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be a duplicate original, but all counterparts, taken together, shallconstitute one and the same agreement.[REMAINDER OF PAGE INTENTIONALLY BLANK.]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to beeffective as of the date first above written.       COMPANY:       CAMCO FINANCIAL CORPORATION       By:                                                   ,                                         HUSTON:           James E. Huston
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