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Exhibit 3(ii)
2003
AMENDED AND RESTATED BY-LAWS
OF
CAMCO FINANCIAL CORPORATION
 ARTICLE ONE
OFFICES
 Section 1.01. Registered Office
 Section 1.02. Business Offices
 ARTICLE TWO
MEETINGS OF STOCKHOLDERS
 Section 2.01. Place of Meetings
 Section 2.02. Annual Meeting
 Section 2.03. Notice of Annual Meeting
 Section 2.04. List of Stockholders




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Section 2.05. Special Meetings
 Section 2.06. Notice of Special Meetings
 Section 2.07. Business Transacted at Special Meetings
 Section 2.08. Quorum
 Section 2.09. Vote Required
 Section 2.10. Voting Rights
 Section 2.11. Proxies
 -2-




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Section 2.12. Action Without Meeting
 ARTICLE THREE
DIRECTORS
 Section 3.01. Number of Directors
 Section 3.02. Classification and Term of Directors
 Section 3.03. Vacancies
 -3-




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Section 3.04. Authority of Board of Directors
 Section 3.05. Place of Meetings
 Section 3.06. Regular Meetings
 Section 3.07. Special Meetings
 Section 3.08. Quorum
 Section 3.09. Action Without Meeting
 -4-




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Section 3.10. Committees of Directors
 Section 3.11. Committee Minutes
 Section 3.12. Compensation of Directors
 Section 3.13. Qualifications of Directors
  -5-




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ARTICLE FOUR
NOTICES
 Section 4.01. Form of Notice
 -6-




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Section 4.02. Waiver of Notice
 ARTICLE FIVE
OFFICERS
 Section 5.01. Officers
 Section 5.02. Term
 Section 5.03. Additional Officers and Agents
 Section 5.04. Compensation
 Section 5.05. Removal of Officers
 Section 5.06. Duties of the Chairman of the Board
 Section 5.07. Duties of the President
 -7-




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Section 5.08. Duties of the Vice-President
 Section 5.09. Duties of the Secretary
 Section 5.10. Duties of the Assistant Secretary
 Section 5.11. Duties of the Treasurer
  Section 5.12. Duties of the Assistant Treasurer
 -8-




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ARTICLE SIX
STOCK AND STOCKHOLDERS
 Section 6.01. Certificates
 Section 6.02. Record Date
 Section 6.03. Registered Stockholders
 Section 6.04. Transfers
 1.
    
    an appropriate person signs on each certificate
so presented or signs on a separate document an assignment or
transfer of shares evidenced by each such certificate, or signs
a power to assign or transfer such shares, or when the
 - 9 -




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signature of an appropriate person is written without more
on the back of each such certificate; and2.
    
    reasonable assurance is given that the
indorsement of each appropriate person is genuine and
effective; the corporation or its agents may refuse to register
a transfer of shares unless the signature of each appropriate
person is guaranteed by a commercial bank or trust company
having an office or a correspondent in the City of New York or
by a firm having membership in the New York Stock Exchange; and3.
    
    all applicable laws relating to the collection
of transfer or other taxes have been complied with; and4.
    
    the corporation or its agents are not otherwise
required or permitted to refuse to register such transfer.
 Section 6.05. Lost, Wrongfully Taken or Destroyed Certificates
 1.
    
    so requests before the corporation has notice
that such original certificate has been acquired by a bona fide
purchaser; and2.
    
    files with the corporation, unless waived by
the board of directors, an indemnity bond, with surety or
sureties satisfactory to the corporation, in such sum as the
directors may, in their discretion, deem reasonably sufficient
as indemnity against any loss or liability that the corporation
may incur by reason of the issuance of each such new
certificate: and3.
    
    satisfies any other reasonable requirements
which may be imposed by the board of directors, in their
discretion.
 ARTICLE SEVEN
INDEMNIFICATION AND INSURANCE
 Section 7.01. Mandatory Indemnification
 - 10 -




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Section 7.02. Court-Approved Indemnification
   Section 7.03. Indemnification for Expenses
 Section 7.04. Determination Required
 - 11 -




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Section 7.05. Advances for Expenses
   Section 7.06. Article Seven Not Exclusive
 - 12 -




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Section 7.07. Insurance
 Section 7.08. Certain Definitions
   Section 7.09. Venue
 - 13 -




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ARTICLE EIGHT
MISCELLANEOUS
 Section 8.01. Dividends
 Section 8.02. Checks
 Section 8.03. Fiscal Year
 Section 8.04. Seal
 ARTICLE NINE
AMENDMENTS
 Section 9.01. Amendments
 - 14 -




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RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF
CAMCO FINANCIAL CORPORATION
May 24, 2005
  Section 3.03. Vacancies
  - 15 -




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RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF
CAMCO FINANCIAL CORPORATION
June 27, 2006
   - 16 -