##### Table of Contents



UNITED STATES
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, 2007
 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)
 
    Common Stock, $1 par value per share
    
    NASDAQ Global Market(Title of Each Class)
    
    (Name of exchange on which registered)
  
 o þ
 o þ
 þ o
 o
  Large Accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IItem 1. Business.Item 1B. Unresolved Staff Comments.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.PART IIItem 5. Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Common Stock.Item 6. Selected Consolidated Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 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 Disclosure.Item 9A. Controls and Procedures.Item 9B. Other Information.PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Item 11. Executive Compensation.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Equity Compensation Plan InformationItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and Services.PART IVItem 15. Exhibits and Financial Statement Schedules.SIGNATURESINDEX TO EXHIBITSEX-4EX-10(XV)EX-10(XVI)EX-13EX-23EX-31(I)EX-31(II)EX-32(I)EX-32(II)    Table of Contents  
 PART I
 
 Item 1. Business.
 General
      http://www.camcofinancial.com
 Lending Activities
 General
 2




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##### Table of Contents



Loan Portfolio Composition
 At December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    PercentOf
    
    
    
    
    
    
    Of
    
    
    
    
    
    
    Of
    
    
    
    
    
    
    Of
    
    
    
    
    
    
    OfTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    TotalAmount
    
    
    Loans
    
    
    Amount
    
    
    Loans
    
    
    Amount
    
    
    Loans
    
    
    Amount
    
    
    Loans
    
    
    Amount
    
    
    Loans(Dollars in thousands)Type of loan:Existing residential properties (1)
    
    $
    557,050
    
    
    
    68.6
    %
    
    $
    590,546
    
    
    
    72.3
    %
    
    $
    582,487
    
    
    
    69.3
    %
    
    $
    593,932
    
    
    
    71.9
    %
    
    $
    640,944
    
    
    
    80.9
    %Construction and development
    
    
    45,677
    
    
    
    5.6
    
    
    
    42,654
    
    
    
    5.2
    
    
    
    74,601
    
    
    
    8.9
    
    
    
    50,560
    
    
    
    6.1
    
    
    
    28,892
    
    
    
    3.6Nonresidential real estate
    
    
    126,437
    
    
    
    15.6
    
    
    
    100,189
    
    
    
    12.2
    
    
    
    95,380
    
    
    
    11.3
    
    
    
    105,247
    
    
    
    12.7
    
    
    
    51,533
    
    
    
    6.5Consumer and other loans(2)
    
    
    89,395
    
    
    
    11.0
    
    
    
    91,917
    
    
    
    11.2
    
    
    
    94,547
    
    
    
    11.3
    
    
    
    84,550
    
    
    
    10.2
    
    
    
    78,155
    
    
    
    9.8Total
    
    $
    818,559
    
    
    
    100.8
    
    
    
    825,307
    
    
    
    100.9
    
    
    
    847,015
    
    
    
    100.8
    
    
    
    834,289
    
    
    
    100.9
    
    
    
    799,524
    
    
    
    100.8Less:Unamortized yield adjustments
    
    
    166
    
    
    
    (0.0
    )
    
    
    (8
    )
    
    
    (0.0
    )
    
    
    (266
    )
    
    
    (0.0
    )
    
    
    (937
    )
    
    
    (0.1
    )
    
    
    (810
    )
    
    
    (0.1
    )Allowance for loan losses
    
    
    (6,623
    )
    
    
    (0.8
    )
    
    
    (7,144
    )
    
    
    (0.9
    )
    
    
    (6,959
    )
    
    
    (0.8
    )
    
    
    (6,476
    )
    
    
    (0.8
    )
    
    
    (5,641
    )
    
    
    (0.7
    )Total loans, net
    
    $
    812,102
    
    
    
    100.0
    %
    
    $
    818,154
    
    
    
    100.0
    %
    
    $
    839,790
    
    
    
    100.0
    %
    
    $
    826,876
    
    
    
    100.0
    %
    
    $
    793,073
    
    
    
    100.0
    %
 
 (1)
    
    Includes home equity lines of credit.(2)
    
    Includes second mortgage, multifamily and commercial loans. Loan Maturity Schedule.
 Due afterDue in one
    
    
    one through
    
    
    Due afteryear or less
    
    
    five years
    
    
    five years
    
    
    Total(In thousands)Loans:Existing residential properties (1)
    
    $
    15,763
    
    
    $
    68,191
    
    
    $
    351,476
    
    
    $
    435,430Multifamily
    
    
    2,694
    
    
    
    18,238
    
    
    
    19,658
    
    
    
    40,590Nonresidential real estate
    
    
    16,986
    
    
    
    15,231
    
    
    
    94,220
    
    
    
    126,437Construction and development
    
    
    14,729
    
    
    
    8,184
    
    
    
    22,764
    
    
    
    45,677Commercial
    
    
    17,013
    
    
    
    18,045
    
    
    
    6,493
    
    
    
    41,551HELOC
    
    
    972
    
    
    
    68,872
    
    
    
    51,775
    
    
    
    121,619Consumer and other loans
    
    
    2,171
    
    
    
    4,570
    
    
    
    514
    
    
    
    7,255Total
    
    $
    70,328
    
    
    $
    201,331
    
    
    $
    546,900
    
    
    $
    818,559
 
 (1)
    
    Excludes loans held for sale of $3.2 million.  Due afterDecember 31, 2008(In thousands)Fixed rate of interest
    
    $
    232,739Adjustable rate of interest
    
    
    515,492Total
    
    $
    748,231
  3




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##### Table of Contents



Residential Loans.
      Construction and Development Loans.
   4




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##### Table of Contents



Nonresidential Real Estate Loans
  Consumer and Other Loans
  Loan Solicitation and Processing
    Loan Originations, Purchases and Sales
 5




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##### Table of Contents



Year ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands)Loans originated:Construction (purchased and originated)
    
    $
    41,323
    
    
    $
    23,752
    
    
    $
    45,066
    
    
    $
    45,826
    
    
    $
    37,791Permanent
    
    
    80,900
    
    
    
    86,613
    
    
    
    121,033
    
    
    
    164,540
    
    
    
    422,021Consumer and other
    
    
    173,070
    
    
    
    172,403
    
    
    
    234,214
    
    
    
    126,168
    
    
    
    147,668Total loans originated
    
    
    295,293
    
    
    
    282,768
    
    
    
    400,313
    
    
    
    336,534
    
    
    
    607,480Loans purchased (1)
    
    
    3,021
    
    
    
    3,698
    
    
    
    11,141
    
    
    
    27,301
    
    
    
    12,056Reductions:Principal repayments (1)
    
    
    249,922
    
    
    
    250,409
    
    
    
    323,314
    
    
    
    212,450
    
    
    
    324,463Loans sold (1)
    
    
    49,953
    
    
    
    50,924
    
    
    
    69,734
    
    
    
    117,886
    
    
    
    279,005Transfers from loans to real estate owned
    
    
    5,490
    
    
    
    4,092
    
    
    
    3,725
    
    
    
    6,591
    
    
    
    4,010Total reductions
    
    
    (305,365
    )
    
    
    (305,425
    )
    
    
    (396,773
    )
    
    
    (336,927
    )
    
    
    (607,478
    )Increase (decrease) in other items, net (2)
    
    
    505
    
    
    
    (959
    )
    
    
    (2,656
    )
    
    
    (2,140
    )
    
    
    (4,476
    )Decrease due to branch sales (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,634
    )
    
    
    Increase due to mergers (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,050
    
    
    
    Net increase (decrease)
    
    $
    (6,546
    )
    
    $
    (19,918
    )
    
    $
    12,025
    
    
    $
    31,184
    
    
    $
    7,582
 
 (1)
    
    Includes SBA guaranteed loans.(2)
    
    Other items primarily consist of amortization of deferred loan origination fees and the
provision for losses on loans.(3)
    
    The 2004 decrease resulted from the sale of the Ashland division.(4)
    
    The 2004 increase resulted from the acquisition of London. Lending Limit
  6




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##### Table of Contents



Loan Concentrations.
 Loan Origination and Other Fees.
 Delinquent Loans, Nonperforming Assets and Classified Assets
   At December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in thousands)Loans delinquent for:30 to 89 days
    
    $
    18,210
    
    
    $
    13,833
    
    
    $
    9,490
    
    
    $
    12,302
    
    
    $
    8,68290 or more days
    
    
    19,070
    
    
    
    18,536
    
    
    
    13,922
    
    
    
    9,794
    
    
    
    13,608Total delinquent loans
    
    $
    37,280
    
    
    $
    32,369
    
    
    $
    23,412
    
    
    $
    22,096
    
    
    $
    22,290Ratio of total
delinquent loans to
total net loans
(1)
    
    
    4.59
    %
    
    
    3.91
    %
    
    
    2.76
    %
    
    
    2.64
    %
    
    
    2.77
    %
 
 (1)
    
    Total net loans include loans held for sale.  7




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##### Table of Contents



At December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in thousands)Loans accounted for on nonaccrual basis:Real estate:Residential(1)
    
    $
    15,775
    
    
    $
    15,142
    
    
    $
    10,267
    
    
    $
    7,922
    
    
    $
    12,135Nonresidential
    
    
    7,148
    
    
    
    1,989
    
    
    
    3,109
    
    
    
    463
    
    
    
    357Commercial
    
    
    455
    
    
    
    398
    
    
    
    387
    
    
    
    
    
    
    
    Consumer and other
    
    
    617
    
    
    
    136
    
    
    
    159
    
    
    
    1,409
    
    
    
    1,116Total nonaccrual loans
    
    
    23,995
    
    
    
    17,665
    
    
    
    13,922
    
    
    
    9,794
    
    
    
    13,608Accruing loans delinquent three months or moreReal estate:Residential
    
    
    1,520
    
    
    
    871
    
    
    
    
    
    
    
    
    
    
    
    Nonresidential
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loans 90 days past due and accruing
    
    
    1,520
    
    
    
    871
    
    
    
    
    
    
    
    
    
    
    
    Total nonperforming loans
    
    $
    25,515
    
    
    $
    18,536
    
    
    $
    13,922
    
    
    $
    9,794
    
    
    $
    13,608Allowance for loan losses
    
    $
    6,623
    
    
    $
    7,144
    
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641Nonperforming loans as a percent of total net loans
(2)
    
    
    3.13
    %
    
    
    2.23
    %
    
    
    1.64
    %
    
    
    1.17
    %
    
    
    1.69
    %Allowances for loan losses as a percent of
nonperforming loans
    
    
    26.0
    %
    
    
    38.5
    %
    
    
    50.0
    %
    
    
    66.1
    %
    
    
    41.5
    %
 
 (1)
    
    Includes construction and development loans(2)
    
    Includes loans held for sale.   December 31, 2007(In thousands)Classified assets:Substandard
    
    $
    24,317Doubtful
    
    
    5,511Loss
    
    
    4Total classified assets
    
    $
    29,832
 8




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##### Table of Contents



Allowance for Loan Losses.
 Year ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Dollars in thousands)Balance at beginning of year
    
    $
    7,144
    
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641
    
    
    $
    5,490Charge-offs:1-4 family residential real estate
    
    
    1,048
    
    
    
    646
    
    
    
    877
    
    
    
    1,142
    
    
    
    509Multifamily and nonresidential real estate
    
    
    916
    
    
    
    562
    
    
    
    146
    
    
    
    25
    
    
    
    418Consumer and other
    
    
    133
    
    
    
    231
    
    
    
    257
    
    
    
    430
    
    
    
    392Total charge-offs
    
    
    2,097
    
    
    
    1,439
    
    
    
    1,280
    
    
    
    1,597
    
    
    
    1,319Recoveries:1-4 family residential real estate
    
    
    26
    
    
    
    25
    
    
    
    265
    
    
    
    180
    
    
    
    17Consumer and other
    
    
    55
    
    
    
    159
    
    
    
    18
    
    
    
    9
    
    
    
    7Total recoveries
    
    
    81
    
    
    
    184
    
    
    
    283
    
    
    
    189
    
    
    
    24Net (charge-offs) recoveries
    
    
    (2,016
    )
    
    
    (1,255
    )
    
    
    (997
    )
    
    
    (1,408
    )
    
    
    (1,295
    )Provision for losses on loans
    
    
    1,495
    
    
    
    1,440
    
    
    
    1,480
    
    
    
    1,620
    
    
    
    1,446Increase attributable to mergers (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    623
    
    
    
    Balance at end of year
    
    $
    6,623
    
    
    $
    7,144
    
    
    $
    6,959
    
    
    $
    6,476
    
    
    $
    5,641Net (charge-offs) recoveries to average loans
    
    
    (.25
    )%
    
    
    (.15
    )%
    
    
    (.12
    )%
    
    
    (.17
    )%
    
    
    (.17
    )%
 
 (1)
    
    The 2004 increase resulted from the acquisition of London Financial Corporation. 9




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##### Table of Contents



At December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Percent
    
    
    
    
    
    
    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)Real estate:Residential
    
    $
    2,723
    
    
    
    53.2
    %
    
    $
    2,367
    
    
    
    57.4
    %
    
    $
    2,470
    
    
    
    56.0
    %
    
    $
    2,317
    
    
    
    59.0
    %
    
    $
    2,923
    
    
    
    69.0
    %Multi-family
    
    
    1,413
    
    
    
    5.0
    
    
    
    1,168
    
    
    
    5.3
    
    
    
    512
    
    
    
    6.1
    
    
    
    798
    
    
    
    5.7
    
    
    
    354
    
    
    
    5.6Nonresidential
    
    
    791
    
    
    
    15.4
    
    
    
    1,883
    
    
    
    12.8
    
    
    
    1,970
    
    
    
    12.4
    
    
    
    1,505
    
    
    
    12.6
    
    
    
    732
    
    
    
    6.5Construction
    
    
    665
    
    
    
    5.6
    
    
    
    239
    
    
    
    5.2
    
    
    
    276
    
    
    
    7.6
    
    
    
    337
    
    
    
    5.3
    
    
    
    266
    
    
    
    3.4Commercial
    
    
    268
    
    
    
    5.1
    
    
    
    952
    
    
    
    4.3
    
    
    
    1,035
    
    
    
    2.5
    
    
    
    653
    
    
    
    2.0
    
    
    
    612
    
    
    
    2.2Home equity lines of credit
    
    
    690
    
    
    
    14.9
    
    
    
    252
    
    
    
    14.1
    
    
    
    232
    
    
    
    12.8
    
    
    
    334
    
    
    
    12.2
    
    
    
    177
    
    
    
    11.2Consumer & other
    
    
    73
    
    
    
    .8
    
    
    
    283
    
    
    
    0.9
    
    
    
    464
    
    
    
    2.6
    
    
    
    532
    
    
    
    3.2
    
    
    
    577
    
    
    
    2.1Total
    
    $
    6,623
    
    
    
    100.0
    %
    
    $
    7,144
    
    
    
    100.0
    %
    
    $
    6,959
    
    
    
    100.0
    %
    
    $
    6,476
    
    
    
    100.0
    %
    
    $
    5,641
    
    
    
    100.0
    %
 Investment and Mortgage-Backed Securities Activities
   At December 31,2007
    
    
    2006
    
    
    2005Amortized
    
    
    % 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:Municipal bonds
    
    $
    567
    
    
    
    0.6
    %
    
    $
    591
    
    
    
    0.6
    %
    
    $
    710
    
    
    
    0.7
    %
    
    $
    736
    
    
    
    0.7
    %
    
    $
    919
    
    
    
    0.8
    %
    
    $
    947
    
    
    
    0.8
    %Mortgage-backed
Securities
    
    
    2,202
    
    
    
    2.4
    
    
    
    2,202
    
    
    
    2.4
    
    
    
    2,739
    
    
    
    2.4
    
    
    
    2,734
    
    
    
    2.4
    
    
    
    3,257
    
    
    
    2.8
    
    
    
    3,251
    
    
    
    2.9Total
    
    
    2,769
    
    
    
    3.0
    
    
    
    2,793
    
    
    
    3.0
    
    
    
    3,449
    
    
    
    3.1
    
    
    
    3,470
    
    
    
    3.1
    
    
    
    4,176
    
    
    
    3.6
    
    
    
    4,198
    
    
    
    3.7Available for sale:U.S. Government
sponsored
enterprises
    
    
    37,519
    
    
    
    40.9
    
    
    
    37,782
    
    
    
    41.2
    
    
    
    55,962
    
    
    
    49.6
    
    
    
    55,578
    
    
    
    50.1
    
    
    
    47,993
    
    
    
    41.3
    
    
    
    47,374
    
    
    
    41.7Municipal bonds
    
    
    210
    
    
    
    0.2
    
    
    
    212
    
    
    
    .2
    
    
    
    291
    
    
    
    0.3
    
    
    
    291
    
    
    
    0.2
    
    
    
    346
    
    
    
    0.3
    
    
    
    348
    
    
    
    0.3Corporate equity
securities
    
    
    157
    
    
    
    0.2
    
    
    
    164
    
    
    
    .2
    
    
    
    159
    
    
    
    0.1
    
    
    
    184
    
    
    
    0.2
    
    
    
    159
    
    
    
    0.1
    
    
    
    185
    
    
    
    0.1Mortgage-backed
securities
    
    
    51,051
    
    
    
    55.7
    
    
    
    50,761
    
    
    
    55.4
    
    
    
    52,950
    
    
    
    46.9
    
    
    
    51,453
    
    
    
    46.4
    
    
    
    63,536
    
    
    
    54.7
    
    
    
    61,607
    
    
    
    54.2Total
    
    
    88,937
    
    
    
    97.0
    
    
    
    88,919
    
    
    
    97.0
    
    
    
    109,362
    
    
    
    96.9
    
    
    
    107,506
    
    
    
    96.9
    
    
    
    112,034
    
    
    
    96.4
    
    
    
    109,514
    
    
    
    96.3Total investments
and mortgage-backed
securities
    
    $
    91,706
    
    
    
    100.0
    %
    
    $
    91,712
    
    
    
    100.0
    %
    
    $
    112,811
    
    
    
    100.0
    %
    
    $
    110,976
    
    
    
    100.0
    %
    
    $
    116,210
    
    
    
    100.0
    %
    
    $
    113,712
    
    
    
    100.0
    %
 10




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##### Table of Contents



At December 31, 2007After 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
Sponsored
enterprises
    
    $
    23,515
    
    
    
    4.69
    %
    
    $
    14,004
    
    
    
    5.05
    %
    
    $
    
    
    
    
    
    %
    
    $
    
    
    
    
    
    %
    
    $
    37,519
    
    
    $
    37,782
    
    
    
    4.82
    %Municipal bonds
    
    
    335
    
    
    
    5.43
    
    
    
    352
    
    
    
    5.98
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    9.85
    
    
    
    777
    
    
    
    803
    
    
    
    6.19Mortgage-backed
Securities
    
    
    4,585
    
    
    
    4.16
    
    
    
    9,548
    
    
    
    4.27
    
    
    
    20,581
    
    
    
    4.27
    
    
    
    18,539
    
    
    
    5.09
    
    
    
    53,253
    
    
    
    52,963
    
    
    
    4.55Total
    
    $
    28,435
    
    
    
    4.61
    %
    
    $
    23,904
    
    
    
    4.75
    %
    
    $
    20,581
    
    
    
    4.27
    %
    
    $
    18,629
    
    
    
    5.11
    %
    
    $
    91,549
    
    
    $
    91,548
    
    
    
    4.67
    %
  Deposits and Borrowings
 General.
 Deposits
  At December 31,2007
    
    
    2006
    
    
    2005Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Amount
    
    
    average rate
    
    
    Amount
    
    
    average rate
    
    
    Amount
    
    
    average rate(Dollars in thousands)Non-interest bearing demand
    
    $
    35,755
    
    
    
    
    %
    
    $
    31,706
    
    
    
    
    %
    
    $
    32,127
    
    
    
    
    %Interest-bearing demand
    
    
    91,132
    
    
    
    1.57
    
    
    
    94,722
    
    
    
    1.36
    
    
    
    117,430
    
    
    
    0.87Money market demand accounts
    
    
    111,740
    
    
    
    3.57
    
    
    
    89,383
    
    
    
    3.59
    
    
    
    58,995
    
    
    
    2.07Passbook and statement savings accounts
    
    
    36,963
    
    
    
    0.27
    
    
    
    47,997
    
    
    
    0.26
    
    
    
    61,356
    
    
    
    0.25Total certificate accounts
    
    
    416,594
    
    
    
    4.80
    
    
    
    420,974
    
    
    
    4.62
    
    
    
    390,334
    
    
    
    3.71Total deposits
    
    $
    692,184
    
    
    
    3.68
    %
    
    $
    684,782
    
    
    
    3.52
    %
    
    $
    660,242
    
    
    
    2.55
    %
 11




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##### Table of Contents



At December 31, 2007(In thousands)Three months or less
    
    $
    23,694Over three to six months
    
    
    21,197Over six to twelve months
    
    
    35,184Over twelve months
    
    
    26,271Total
    
    $
    106,346
 Borrowings.
  Competition
  Service Corporation Activities
  Employees
  REGULATION
 General
  12




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##### Table of Contents



Ohio Regulation
    Federal Deposit Insurance Corporation
 Supervision and Examination.
  State Chartered Bank Activities.
 Liquidity.
 Regulatory Capital Requirements.
    13




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##### Table of Contents



Transactions with Affiliates and Insiders
  Change in Control
 Federal Law
 Ohio Law
 Holding Company Regulation
  14




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##### Table of Contents



Federal Reserve Requirements
  Item 1A. Risk Factors.
  Changes in interest rates could adversely affect our financial condition and results of operations .
    15




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##### Table of Contents



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 .
  Our ability to pay cash dividends is limited.
  The preparation of financial statements requires management to make estimates about matters that
are inherently uncertain.
  16




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##### Table of Contents



Our organizational documents may have the effect of discouraging a third party from acquiring us.
  We face risks with respect to future expansion.
  Consumers may decide not to use banks to complete their financial transactions.
  Camco may be named as a defendant from time to time in a variety of litigation and other actions.
  Camcos allowance for loan losses may be insufficient to cover future losses.
  A material breach in Camcos security systems may have a significant effect on Camcos business and
reputation.
  17




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##### Table of Contents



Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
  Year facility
    
    Leased
    
    Netcommenced
    
    or
    
    bookOffice Location
    
    operations
    
    owned
    
    value (1)134 E. Court Street
Washington Court House, Ohio
    
    
    1963
    
    
    Owned (2)
    
    $
    618.81050 Washington Ave.
Washington Court House, Ohio
    
    
    1996
    
    
    Owned
    
    
    492.31 N. Plum Street
Germantown, Ohio
    
    
    1998
    
    
    Owned
    
    
    487.5687 West Main Street
New Lebanon, Ohio
    
    
    1998
    
    
    Owned
    
    
    61.72 East High Street
London, Ohio
    
    
    2004
    
    
    Owned
    
    
    567.03002 Harrison Avenue
Cincinnati, Ohio
    
    
    2000
    
    
    Owned
    
    
    1266.21111 St. Gregory Street
Cincinnati, Ohio
    
    
    2000
    
    
    Leased (3)
    
    
    43.35071 Glencrossing Way
Cincinnati, Ohio
    
    
    2000
    
    
    Leased (4)
    
    
    25.2126 S. 9th Street
Cambridge, Ohio
    
    
    1998
    
    
    Owned
    
    
    80.4226 Third Street
Marietta, Ohio
    
    
    1976
    
    
    Owned (5)
    
    
    583.31925 Washington Boulevard
Belpre, Ohio
    
    
    1979
    
    
    Owned
    
    
    68.9478 Pike Street
Marietta, Ohio
    
    
    1998
    
    
    Leased (6)
    
    
    531.6814 Wheeling Avenue
Cambridge, Ohio
    
    
    1963
    
    
    Owned
    
    
    1037.3327 E. 3rd Street
Uhrichsville, Ohio
    
    
    1975
    
    
    Owned
    
    
    66.4175 N. 11th Street
Cambridge, Ohio
    
    
    1981
    
    
    Owned
    
    
    343.5209 Seneca Avenue
Byesville, Ohio
    
    
    1978
    
    
    Leased (7)
    
    
    0.0
 18




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##### Table of Contents



Year facility
    
    Leased
    
    Netcommenced
    
    or
    
    bookOffice Location
    
    operations
    
    owned
    
    value (1)547 S. James Street
Dover, Ohio
    
    
    2002
    
    
    Owned
    
    
    378.12497 Dixie Highway
Ft. Mitchell, Kentucky
    
    
    2001
    
    
    Owned
    
    
    566.1401-7 Pike Street
Covington, Kentucky
    
    
    2001
    
    
    Owned
    
    
    92.23522 Dixie Highway
Erlanger, Kentucky
    
    
    2001
    
    
    Owned
    
    
    29.47550 Dixie Highway
Florence, Kentucky
    
    
    2001
    
    
    Owned
    
    
    442.26901 Glenn Highway
Cambridge, Ohio
    
    
    1999
    
    
    Owned
    
    
    1,180.5100 E. Wilson Bridge
Road  Suite #105 & 110
Worthington, Ohio
    
    
    2004
    
    
    Leased (8)
    
    
    18.61500 Grand Central Ave.
Suite #102
Vienna, West Virginia
    
    
    2004
    
    
    Leased (9)
    
    
    199.5123 Southgate Parkway
Cambridge, Ohio
    
    
    2005
    
    
    Leased (10)
    
    
    64.06360 Tylersville Road
Mason, Ohio
    
    
    2006
    
    
    Leased (11)
    
    
    138.71104 Eagleton Blvd.
London, Ohio
    
    
    2006
    
    
    Leased (12)
    
    
    268.7828 Wheeling Avenue
Cambridge, Ohio
    
    
    2007
    
    
    Leased (13)
    
    
    25.7
 
 (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 expires 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 expires in September 2008. Advantage has the option to renew for two five-year
terms.(9)
    
    The lease expires in October 2013. Advantage has the option to renew for three five-year
terms.(10)
    
    The lease expires in June 2012. Advantage has the option to purchase at a cost of $120,000.(11)
    
    The lease expires in October 2016. Advantage has the option to renew the lease for two
five-year terms.(12)
    
    The lease expires in May 2011. Advantage has the option to renew for three five-year terms.(13)
    
    The lease expires in June 2009. Advantage has the option to renew for three one-year terms.
Advantage has the option to purchase at a cost of $185,000 with a 3% escalation. 19




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##### Table of Contents



Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5. Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of
Common Stock.
  
 Item 6. Selected Consolidated Financial Data.
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  
 Item 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 Disclosure.
  20




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##### Table of Contents



Item 9A. Controls and Procedures.
    
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
   
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
    21




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##### Table of Contents



Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities
    
    
    
    
    
    future issuance underto be issued upon
    
    Weighted-average
    
    equity compensation plansexercise of
    
    exercise price of
    
    (excluding securitiesPlan Category
    
    outstanding options
    
    outstanding options
    
    reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    254,717
    
    
    $
    15.22
    
    
    
    223,297
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
   
 Item 14. Principal Accountant Fees and Services.
  22




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  3(i)
    
    Certificate of Incorporation3(ii)
    
    Bylaws4
    
    Letter of Agreement to Furnish Copies of Long-term Debt Instruments and Agreements10(i)
    
    Employment Agreement between Camco and Richard C. Baylor10(ii)
    
    Form of 2002 Salary Continuation Agreement10(iii)
    
    Form of 1996 Salary Continuation Agreement10(iv)
    
    Form of Executive Deferred Compensation Agreement10(v)
    
    First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(vi)
    
    Incentive Stock Option Award Agreement Pursuant to the First Ashland Financial
Corporation 1995 Stock Option and Incentive Plan10(vii)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the First Ashland
Financial Corporation 1995 Stock Option and Incentive Plan10(viii)
    
    Camco Financial Corporation 2002 Equity Incentive Plan10(ix)
    
    Incentive Stock Option Award Agreement Pursuant to the Camco Financial
Corporation 2002 Equity and Incentive Plan10(x)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the
Camco Financial Corporation 2002 Equity and Incentive Plan10(xi)
    
    Camco Financial Corporation 1995 Stock Option and Incentive Plan10(xii)
    
    Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiii)
    
    Incentive Stock Option Award Agreement Pursuant to the Westwood Homestead
Financial Corporation 1997 Stock Option Plan10(xiv)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Westwood
Homestead Financial Corporation 1997 Stock Option Plan10(xv)
    
    Summary of Cash Bonus Plan10(xvi)
    
    Change of Control Agreement including Attachment A listing participants11
    
    Statement regarding computation of per share earnings13
    
    2007 Annual Report to Stockholders14
    
    Code of Ethics21
    
    Subsidiaries of Camco23
    
    Consent of Plante & Moran PLLC regarding Camcos Consolidated Financial
Statements and Form S-831(i)
    
    Certification of Chief Executive Officer31(ii)
    
    Certification of Chief Financial Officer32(i)
    
    Certification of Chief Executive Officer32(ii)
    
    Certification of Chief Financial Officer
 23




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##### Table of Contents



SIGNATURES
  Camco Financial CorporationBy
    /s/ Richard C. BaylorRichard C. Baylor,Chairman, President, Chief Executive Officer and a
Director  By
    
    /s/ Jeffrey T. Tucker
    
    
    
    By
    
    /s/ Paul D. LeakeJeffrey T. Tucker,
    
    
    
    
    
    Paul D. Leake,Director
    
    
    
    
    
    DirectorDate: March 13, 2008
    
    
    
    Date: March 13, 2008By
    
    /s/ Carson K. Miller
    
    
    
    By
    
    /s/ Terry A. FeickCarson K. Miller
    
    
    
    
    
    Terry A. Feick,Director
    
    
    
    
    
    DirectorDate: March 13, 2008
    
    
    
    Date: March 13, 2008By
    
    /s/ Edward D. Goodyear
    
    
    
    By
    
    /s/ Susan J. InsleyEdward D. Goodyear,
    
    
    
    
    
    Susan J. Insley,Director
    
    
    
    
    
    DirectorDate: March 13, 2008
    
    
    
    Date: March 13, 2008By
    
    /s/ J. Timothy Young
    
    
    
    By
    
    /s/ Douglas F MockJ. Timothy Young
    
    
    
    
    
    Douglas F. MockDirector
    
    
    
    
    
    DirectorDate: March13 , 2008
    
    
    
    Date: March 13, 2008By
    
    /s/ Eric S. Nadeau
    
    
    
    By
    
    /s/ Andrew S. DixEric S. Nadeau,
    
    
    
    
    
    Andrew S. DixChief Financial Officer
    
    
    
    
    
    DirectorDate: March 13, 2008
    
    
    
    Date: March 13, 2008




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##### Table of Contents



INDEX TO EXHIBITS
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 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, 2003,
Film no. 04668873 (2003 Form 10-K),
Exhibit 3(i)Exhibit 3(ii)
    
    2003 Amended and Restated
By-Laws of Camco Financial
Corporation
    
    Incorporated by reference to Camcos Annual
Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, Exhibit 3(ii)Exhibit 4
    
    Letter of Agreement to Furnish Copies of
Long-term Debt Instruments and
Agreements
    
    Filed herewithExhibit 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)
    
    Form of 2002 Salary Continuation
Agreement, including individualized
Schedule As for each participant
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(iv)Exhibit 10(iii)
    
    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(iv)
    
    Form of Executive Deferred
Compensation Agreement
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(vi)Exhibit 10(v)
    
    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(vi)
    
    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(vii)
    
    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 December 31, 2004
(2004 Form 10-K), Exhibit 10(viii)Exhibit 10(viii)
    
    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(ix)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
and Incentive Plan
    
    Incorporated by reference to Camcos
Form 8-K filed on February 2, 2005,
film no. 05570393 (2005 8-K), Exhibit 10.5




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##### Table of Contents



INDEX TO EXHIBITS (continued)
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 10(x)
    
    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(xi)
    
    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(xii)
    
    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(xiii)
    
    Incentive Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.4Exhibit 10(xiv)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Westwood
Homestead Financial Corporation
1997 Stock Option Plan
    
    Incorporated by reference to the 2005
8-K, Exhibit 10.3Exhibit 10(xv)
    
    Summary of Bonus Plan
    
    Filed herewithExhibit 10(xvi)
    
    Change of Control Agreement
including Attachment A listing
participants
    
    Filed herewithExhibit 11
    
    Statement regarding computation of
per share earnings
    
    Incorporated by reference to Camcos
2007 Annual Report to Stockholders,
filed herewith as Exhibit 13Exhibit 13
    
    2007 Annual Report to Stockholders
    
    Filed herewithExhibit 14
    
    Code of Ethics
    
    Camco elects to satisfy Regulation S-K
§229.406(c) by posting its Code of Ethics on
its website at www.camcofinancial.comExhibit 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-8
    
    Filed herewithExhibit 31(i)
    
    Section 302 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 31(ii)
    
    Section 302 Certification by
Chief Financial Officer
    
    Filed herewithExhibit 32(i)
    
    Section 1350 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 32(ii)
    
    Section 1350 Certification by
Chief Financial Officer
    
    Filed herewith