The OPTION may be exercised to purchase less than the total number of COMMON SHARES subject tothe OPTION and exercisable at any time and from time to time. The OPTION may not be exercisedunless the COMMON SHARES issued upon such exercise are first registered pursuant to any applicablefederal and state laws or regulations or, in the opinion of securities counsel to the COMPANY, areexempt from such registration. Nothing contained in this AGREEMENT shall be construed to requirethe COMPANY to take any action whatsoever to make the OPTION exercisable or to make transferableany shares issued upon the exercise of the OPTION.          (C) OPTION Term. Subject to the right of the COMPANY to provide for earliertermination in the event of any merger, acquisition or consolidation involving the COMPANY, theOPTION shall in no event be exercisable after the expiration of 10 years from the date of thisAGREEMENT.          (D) Method of Exercise. The OPTION may be exercised by delivering written notice ofexercise to the COMPANY in care of its Chief Financial Officer or its Chairman. The notice muststate the number of shares subject to the OPTION in respect of which it is being exercised and mustbe accompanied by payment in full of the OPTION PRICE in cash, unless the Board of Directors of theCOMPANY in its sole discretion permits payment of the OPTION PRICE in COMMON SHARES already ownedby the OPTIONEE, by the surrender of outstanding awards of OPTIONS or by simultaneously exercisingthe OPTION and selling COMMON SHARES thereby acquired and using the proceeds from such sale aspayment of the purchase price of such COMMON SHARES.          (E) Satisfaction of Taxes and Tax Withholding. The COMPANY or a subsidiary shall beentitled, if the Board of Directors deems it necessary or desirable, to withhold (or secure paymentfrom the OPTIONEE in lieu of withholding) the amount necessary to satisfy any withholding oremployment-related tax obligation attributable to the exercise of the OPTION or otherwise incurredwith respect to the OPTION, and the COMPANY may defer delivery of any COMMON SHARES pursuant to theexercise of the OPTION unless indemnified to its satisfaction. The Board of Directors may, in itsdiscretion and subject to such rules as the Board of Directors may adopt, permit the OPTIONEE tosatisfy, in whole or in part, any withholding or employment-related tax obligation which may arisein connection with the grant, exercise or disposition of the OPTION by electing to have the COMPANYwithhold COMMON SHARES to be issued, or by electing to deliver to the COMPANY COMMON SHARES alreadyowned by the OPTIONEE having a fair market value (as determined by the mean between the bid and theasked prices of the COMMON SHARES on the NASDAQ Capital Market, if the COMMON SHARES are thentraded on such market, or otherwise as determined by the Board of Directors if the COMMON SHARESare not traded on such market at that time) equal to the amount of such tax obligation.     3. Non-Assignability of the OPTION. Once granted, the OPTION shall not be assignableor transferable except by will or by the laws of descent and distribution, and the terms andconditions of the OPTION shall be binding upon each and every executor, administrator, heir,beneficiary or other successor to the OPTIONEE’s interest.
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     4. Adjustment Upon Changes in Capitalization.          (a) The existence of this AGREEMENT and the OPTION shall not affect or restrict in any waythe right or power of the Board of Directors of the COMPANY or the shareholders of the COMPANY tomake or authorize the following: any adjustment, recapitalization, reorganization or other changein the COMPANY’s capital structure or its business; any merger, acquisition or consolidation of theCOMPANY; any issuance of bonds, debentures, preferred or prior preference stocks ahead of oraffecting the COMPANY’s capital stock or rights thereof; the dissolution or liquidation of theCOMPANY or any sale or transfer of all or any part of its assets or business; or any othercorporate act or proceeding, including any merger or acquisition which would result in the exchangeof cash, stock of any other company or options to purchase the stock of another company for theOPTION or which would involve the termination of the OPTION at the time of such corporatetransaction.          (b) In the event of any change in capitalization affecting the COMMON SHARES of the COMPANY,such as a stock dividend, stock split, recapitalization, merger, consolidation, spin-off, split-up,combination or exchange of shares or other form of reorganization, or any other change affectingthe COMMON SHARES, such proportionate adjustments, if any, as the Board of Directors of the COMPANYin its discretion may deem appropriate to reflect such change shall be made with respect to theaggregate number of COMMON SHARES subject to the OPTION and the OPTION PRICE. Notwithstanding theforegoing, any adjustment made pursuant to this Section 4(b) shall be made in accordance with therequirements of Section 409A of the Code, to the extent applicable.     5. Securities Law Restrictions. No COMMON SHARES shall be issued under this AGREEMENTunless securities counsel for the COMPANY shall be satisfied that such issuance will be incompliance with applicable federal and state securities laws. Nothing in this AGREEMENT shall beconstrued as requiring the COMPANY to register the COMMON SHARES subject to the OPTION.Certificates for COMMON SHARES delivered under this AGREEMENT may be subject to such stop-transferorders and other restrictions as the Board of Directors of the COMPANY may deem advisable under therules, regulations and other requirements of the Securities and Exchange Commission, any stockexchange or The NASDAQ Stock Market upon which the COMMON SHARES are then listed, and anyapplicable federal or state securities law. The Board of Directors may cause a legend or legendsto be put on any such certificates to make appropriate reference to such restrictions. In theevent of any delay in the issuance of COMMON SHARES pursuant to this Section 5, the COMPANY shallissue such COMMON SHARES on the first day that it reasonably anticipates that such issuance willnot violate such applicable federal and state securities laws.     6. Interpretation of this AGREEMENT. The Board of Directors of the COMPANY isauthorized to construe and interpret this AGREEMENT and to make all other determinations necessaryor advisable for the administration of this AGREEMENT to the extent permitted by law. Anydetermination, decision or action of the Board of Directors of the COMPANY inconnection with the construction, interpretation, administration, or application of this AGREEMENTshall be final, conclusive and binding upon all parties to this AGREEMENT.
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     7. Governing Law. The rights and obligations of the OPTIONEE and the COMPANY underthis AGREEMENT shall be governed by and construed in accordance with the laws of the State of Ohio(without giving effect to the conflict of laws principles thereof) in all respects, including,without limitation, matters relating to the validity, construction, interpretation, administration,effect, enforcement, and remedies provisions of this AGREEMENT and its rules and regulations,except to the extent preempted by applicable federal law. All disputes and matters whatsoeverarising under, in connection with or incident to this AGREEMENT shall be litigated, if at all, inand before a court located in the State of Ohio, U.S.A., to the exclusion of the courts of anyother state or country.     8. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of theOPTIONEE enumerated in this AGREEMENT shall be cumulative and, except as expressly providedotherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or inequity, and each of said rights or remedies may be exercised and enforced concurrently.     9. 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.     10. 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. 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.     11. Entire AGREEMENT. This AGREEMENT and the OPTIONEE’s Employment Agreementconstitutes the entire agreement between the COMPANY and the OPTIONEE in respect of the subjectmatter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreementsbetween the parties hereto in connection with the subject matter of this AGREEMENT. Allrepresentations of any type relied upon by the OPTIONEE and the COMPANY in making this AGREEMENTare specifically set forth herein, and the OPTIONEE and the COMPANY acknowledge that each of themhas relied on no other representation in entering into this AGREEMENT. This AGREEMENT may not bemodified or amended, except (a) by an instrument in writing signed by the parties hereto or (b) bythe COMPANY, without any additional consideration to the OPTIONEE, to the extent deemed necessaryby the COMPANY upon the advice of legal counsel to avoid penalties arising underSection 409A of the Internal Revenue Code of 1986, as amended, and regulations thereunder, even ifthose amendments reduce, restrict or eliminate rights granted under this AGREEMENT. No attemptedwaiver of any of the provisions of this AGREEMENT shall be binding upon any
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party hereto unless contained in a writing signed by the party to be charged. Nothing contained in this AGREEMENTshall be interpreted as conferring upon the OPTIONEE any right to continued service to the COMPANY.     IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed to beeffective as of January 23, 2009.           CAMCO FINANCIAL CORPORATION            By:                                 Its:                        OPTIONEE:                     James E. Huston  
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