<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

      |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

      | |   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
             (Exact name of registrant as specified in its charter)

              Delaware                                 51-0110823
  (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                    6901 Glenn Highway, Cambridge, Ohio 43725
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (740) 435-2020

           Securities registered pursuant to Section 12(b) of the Act:

             None                                          None
    (Title of Each Class)                (Name of exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, $1 par value per share
                                (Title of Class)

      Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |X|  No | |

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. | |

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes |X| No | |

      The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the last sale reported as of June 30,
2004, was $116.1 million. (The exclusion from such amount of the market value of
the shares owned by any person shall not be deemed an admission by the
registrant that such person is an affiliate of the registrant.)

  There were 7,351,150 shares of the registrant's common stock outstanding on
                                March 10, 2004.

                      DOCUMENTS INCORPORATED BY REFERENCE:

   Part III of Form 10-K: Portions of the Proxy Statement for the 2004 Annual
                            Meeting of Stockholders


                                       1
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

GENERAL

      Camco Financial Corporation ("Camco") is a savings and loan holding
company which was organized under Delaware law in 1970. Camco is engaged in the
financial services business in Ohio, Kentucky and West Virginia, through its
wholly-owned subsidiaries, Advantage Bank ("Advantage" or the "Bank") and Camco
Title Insurance Agency, Inc. ("Camco Title"), and its second-tier subsidiary,
Camco Mortgage Corporation ("CMC"). Effective October 1, 2003, CMC was dissolved
and its operations became part of the Bank. In June 2001, Camco completed a
reorganization in which it combined its banking activities under one Ohio
savings bank charter which is now known as Advantage Bank. Prior to the
reorganization, Camco operated five separate banking subsidiaries serving
distinct geographic areas. The branch office groups in each of the regions
previously served by the five subsidiary banks now operate as divisions of
Advantage Bank utilizing the names under which their respective offices were
chartered prior to the restructuring (Cambridge Savings Bank, Marietta Savings
Bank, First Savings Bank, First Bank for Savings and Westwood Homestead Savings
Bank). Hereinafter, the terms "Advantage" or the "Bank" will be used to include
all the preexisting individual financial institutions owned by Camco.

      During the periods for which financial information is presented, Camco
completed two business combinations. During 2000, Camco completed a business
combination with Westwood Homestead Financial Corporation ("WFC") and its
wholly-owned subsidiary, Westwood Homestead Saving Bank ("Westwood Savings"). In
November 2001, Camco completed a business combination with Columbia Financial of
Kentucky, Inc. ("Columbia Financial"), and its wholly-owned subsidiary, Columbia
Federal Savings Bank ("Columbia Federal"). Both mergers were accounted for using
the purchase method of accounting and, therefore, the financial statements for
prior periods have not been restated.

      Advantage is regulated by the Ohio Division of Financial Institutions (the
"Division") and the Federal Deposit Insurance Corporation (the "FDIC"), as its
primary regulators. Advantage Bank is a member of the Federal Home Loan Bank
(the "FHLB") of Cincinnati, and its deposit accounts are insured up to
applicable limits by the Savings Association Insurance Fund (the "SAIF")
administered by the FDIC. Camco is regulated by the Office of Thrift Supervision
(the "OTS") as a savings and loan holding company.

      Camco's primary lending activities include the origination of conventional
fixed-rate and variable-rate mortgage loans for the acquisition, construction or
refinancing of single-family homes located in Camco's primary market areas.
Camco also originates construction and permanent mortgage loans on condominiums,
two- to four-family, multi-family (over four units) and nonresidential
properties. In addition to mortgage lending, Camco makes a variety of consumer
and commercial loans.

      The financial statements for Camco and its subsidiaries are prepared on a
consolidated basis. The principal source of revenue for Camco on an
unconsolidated basis has historically been dividends from the Bank. Payment of
dividends to Camco by the Bank is subject to various regulatory restrictions and
tax considerations.

      References in this report to various aspects of the business, operations
and financial condition of Camco may be limited to Advantage, as the context
requires.

      Camco's Internet site, http://www.camcofinancial.com, contains a hyperlink
to the Securities and Exchange Commission's EDGAR website where Camco's annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 are available free of charge as
soon as reasonably practicable after Camco has filed the report with the SEC.


                                       2
<PAGE>
LENDING ACTIVITIES

      GENERAL. Camco's primary lending activities include the origination of
conventional fixed-rate and variable-rate mortgage loans for the construction,
acquisition or refinancing of single-family homes located in Advantage's primary
market areas. Construction and permanent mortgage loans on condominiums,
multifamily (over four units) and nonresidential properties are also offered by
Camco. In addition to mortgage lending, Camco makes a variety of commercial and
consumer loans.

      LOAN PORTFOLIO COMPOSITION. The following table presents certain
information regarding the composition of Camco's loan portfolio, including loans
held for sale, at the dates indicated:

<TABLE>
<CAPTION>
                                                                 At December 31,
                                     -------------------------------------------------------------------
                                            2003                     2002                   2001
                                     --------------------    --------------------   --------------------
                                                  Percent                 Percent                Percent
                                                 of total                of total               of total
                                       Amount      loans       Amount      loans      Amount      loans
                                       ------      -----       ------      -----      ------      -----
                                                             (Dollars in thousands)
<S>                                  <C>         <C>         <C>         <C>        <C>         <C>
Type of loan:
Existing residential properties(1)   $ 652,953      81.1%    $ 641,464      80.5%   $ 705,056      80.9%
Construction                            44,189       5.5        33,122       4.1       42,666       4.9
Nonresidential real estate              51,533       6.4        74,094       9.3       70,239       8.1
Developed building lots                  1,725       0.2           535       0.1        5,908       0.7
Consumer and other loans(2)             78,155       9.7        67,712       8.5       69,116       7.9
                                     ---------     -----     ---------     -----    ---------     -----
       Total                           828,555     102.9       816,927     102.5      892,985     102.5
Less:
Undisbursed loans in process           (17,022)     (2.1)      (13,089)     (1.6)     (15,343)     (1.8)
Unamortized yield adjustments             (810)     (0.1)       (1,390)     (0.2)      (1,940)     (0.2)
Allowance for loan losses               (5,641)     (0.7)       (5,490)     (0.7)      (4,256)     (0.5)
                                     ---------     -----     ---------     -----    ---------     -----
Total loans, net                     $ 805,082     100.0%    $ 796,958     100.0%   $ 871,446     100.0%
                                     =========     =====     =========     =====    =========     =====

<CAPTION>
                                                              At December 31,
                                           ----------------------------------------------------
                                                    2000                         1999
                                           -----------------------        ---------------------
                                                           Percent                      Percent
                                                          of total                     of total
                                             Amount         loans         Amount         loans
                                             ------         -----         ------         -----
                                                          (Dollars in thousands)
<S>                                        <C>            <C>           <C>            <C>
Type of loan:
Existing residential properties(1)         $ 764,828         82.2%      $ 619,621         85.3%
Construction                                  56,039          6.0          60,565          8.3
Nonresidential real estate                    54,722          5.9          20,831          2.9
Developed building lots                        5,640          0.6           4,649          0.6
Consumer and other loans(2)                   73,178          7.9          51,079          7.1
                                           ---------        -----       ---------        -----
       Total                                 954,407        102.6         756,745        104.2
Less:
Undisbursed loans in process                 (19,911)        (2.2)        (27,569)        (3.8)
Unamortized yield adjustments                   (918)        (0.1)         (1,088)        (0.1)
Allowance for loan losses                     (2,906)        (0.3)         (1,863)        (0.3)
                                           ---------        -----       ---------        -----
Total loans, net                           $ 930,672        100.0%      $ 726,225        100.0%
                                           =========        =====       =========        =====
</TABLE>

----------

(1)   Includes loans held for sale, home equity lines of credit and mortgage
      servicing rights.

(2)   Includes second mortgage, multifamily and commercial loans.

      Camco's loan portfolio was approximately $805.1 million at December 31,
2003, and represented 77.5% of total assets.


                                       3
<PAGE>
LOAN MATURITY SCHEDULE. The following table sets forth certain information as of
December 31, 2003, regarding the dollar amount of loans maturing in Camco's
portfolio based on the contractual terms to maturity of the loans. Demand loans,
loans having no stated schedule of repayments and loans having no stated
maturity, are reported as due in one year or less.

<TABLE>
<CAPTION>
                                     Due during the
                                       year ending                            Due in
                                      December 31,      Due in years       years after
                                          2004            2005-2009            2009              Total
                                     --------------     ------------       -----------         --------
                                                                 (In thousands)
<S>                                  <C>                <C>                <C>                 <C>
Real estate loans(1):
  One- to four-family                    $14,717           $47,959           $578,268          $640,944
  Multifamily                                421             3,922             40,773            45,116
  Nonresidential                           2,397             8,908             40,228            51,533
  Commercial                               1,136             3,045             13,566            17,747
Consumer and other loans(2)                2,267            11,933              2,817            17,017
Construction                               3,063             3,309             20,795            27,167
                                         -------           -------           --------          --------

       Total                             $24,001           $79,076           $696,447          $799,524
                                         =======           =======           ========          ========
</TABLE>

----------

(1)   Excludes loans held for sale of $5.5 million and does not consider the
      effects of unamortized yield adjustments of $810,000, the allowance for
      loan losses of $5.6 million and mortgage-servicing rights totaling $6.6
      million.

(2)   Includes developed building lots.

      The following table sets forth at December 31, 2003, the dollar amount of
all loans due after one year from December 31, 2004, which have fixed or
adjustable interest rates:

<TABLE>
<CAPTION>
                                                                    Due after
                                                                December 31, 2004
                                                                -----------------
                                                                 (In thousands)
<S>                                                             <C>
                  Fixed rate of interest                            $319,515
                  Adjustable rate of interest                        456,008
                                                                    --------

                      Total                                         $775,523
                                                                    ========
</TABLE>

      Generally, loans originated by Advantage are on a fully amortized basis.
Advantage has no rollover provisions in its loan documents and anticipates that
loans will be paid in full by the maturity date.

      RESIDENTIAL LOANS. The primary lending activity of Advantage is the
origination of fixed-rate and adjustable-rate conventional loans for the
acquisition, refinancing or construction of single-family residences. At
December 31, 2003, 81.1% of the total outstanding loans consisted of loans
secured by mortgages on one- to four-family residential properties.

      Federal regulations and Ohio law limit the amount which Advantage may lend
in relationship to the appraised value of the underlying real estate at the time
of loan origination (the "Loan-to-Value Ratio" or "LTV"). In accordance with
such regulations and law, Advantage generally makes loans on single-family
residences up to 95% of the value of the real estate and improvements. Advantage
generally requires the borrower on each loan which has an LTV in excess of 80%
to obtain private mortgage insurance or a guarantee by a federal agency.

      The interest rate adjustment periods on adjustable-rate mortgage loans
("ARMs") offered by Advantage are generally one, three and five years. The
interest rates initially charged on ARMs and the new rates at each adjustment
date are determined by adding a stated margin to a designated interest rate
index. Advantage has generally used the one-year,


                                       4
<PAGE>
three-year and five-year United States Treasury bill rates, adjusted to a
constant maturity, as the index for their one-year, three-year, five-year and
seven-year adjustable-rate loans, respectively. Advantage has introduced the use
of LIBOR as our additional index on certain loan programs to begin to diversify
its concentrations of indices that may prove beneficial during repricing of
loans throughout changing economic cycles. The initial interest rates for
three-year and five-year ARMs are set slightly higher than for the one-year ARM
to compensate for the reduced interest rate sensitivity. The maximum adjustment
at each adjustment date for ARMs is usually 2%, with a maximum adjustment of 6%
over the term of the loan.

      From time to time, Advantage originates ARMs which have an initial
interest rate that is lower than the sum of the specified index plus the margin.
Such loans are subject to increased risk of delinquency or default due to
increasing monthly payments as the interest rates on such loans increase to the
fully indexed level. Advantage attempts to reduce the risk by underwriting such
loans at the fully indexed rate. None of Advantage's ARMs have negative
amortization features.

      Residential mortgage loans offered by Advantage are usually for terms of
up to 30 years, which could have an adverse effect upon earnings if the loans do
not reprice as quickly as the cost of funds. To minimize such effect, Advantage
emphasizes the origination of ARMs and generally sells fixed-rate loans when
conditions favor such a sale. Furthermore, experience reveals that, as a result
of prepayments in connection with refinancings and sales of the underlying
properties, residential loans generally remain outstanding for periods which are
substantially shorter than the maturity of such loans.

      Of the total mortgage loans originated by Advantage during the year ended
December 31, 2003, 32% were ARMs and 68% were fixed-rate loans. Adjustable-rate
loans comprised 57% of Advantage's total outstanding loans at December 31, 2003.

      CONSTRUCTION LOANS. Advantage offers residential construction loans both
to owner-occupants and to builders for homes being built under contract with
owner-occupants. Advantage also makes loans to persons constructing projects for
investment purposes. At December 31, 2003, a total of $44.2 million, or
approximately 5.5% of Advantage's total loans, consisted of construction loans,
primarily for one- to four-family properties.

      Construction loans to owner-occupants are either fixed rate, 30, 15 or
seven year balloon loans or adjustable-rate long-term loans on which the
borrower pays only interest on the disbursed portion during the construction
period. Some construction loans to builders, however, have terms of up to 24
months at fixed or adjustable rates of interest.

      Construction loans for investment properties involve greater underwriting
and default risks to Advantage than do loans secured by mortgages on existing
properties or construction loans for single-family residences. Loan funds are
advanced upon the security of the project under construction, which is more
difficult to value in the case of investment properties before the completion of
construction. Moreover, because of the uncertainties inherent in estimating
construction costs, it is relatively difficult to evaluate precisely the total
loan funds required to complete a project and the related Loan-to-Value Ratios.
In the event a default on a construction loan occurs and foreclosure follows,
Advantage could be adversely affected in that it would have to take control of
the project and attempt either to arrange for completion of construction or
dispose of the unfinished project. At December 31, 2003, Advantage had six
construction loans in the amount of $3.6 million on investment properties.

      NONRESIDENTIAL REAL ESTATE LOANS. Advantage originates loans secured by
mortgages on nonresidential real estate, including retail, office and other
types of business facilities. Nonresidential real estate loans are generally
made on an adjustable-rate basis for terms of up to 25 years. Nonresidential
real estate loans originated by Advantage generally have an LTV of 80% or less.
The largest nonresidential real estate loan outstanding at December 31, 2003,
was a $3.3 million loan secured by a manufacturing and distribution building.
Nonresidential real estate loans comprised 6.4% of total loans at December 31,
2003.

      Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. Advantage has endeavored to reduce
this risk by carefully evaluating the credit history and past performance of the
borrower, the location of the real estate, the quality of the management
constructing or operating


                                       5
<PAGE>
the property, the debt service ratio and cash flow analysis, the quality and
characteristics of the income stream generated by the property and appraisals
supporting the property's valuation.

      CONSUMER LOANS. Advantage makes various types of consumer loans, including
loans made to depositors on the security of their savings deposits, automobile
loans, education loans, home improvement loans, home equity line of credit loans
and unsecured personal loans. Home equity loans are generally made at a variable
rate of interest for terms of up to 10 years. Most other consumer loans are
generally made at fixed rates of interest for terms of up to 10 years. The risk
of default on consumer loans during an economic recession is greater than for
residential mortgage loans. Included in consumer and other loans is
approximately $45.1 million of multifamily loans of which the largest is $2.9
million secured by an apartment building. .At December 31, 2003, education,
consumer and other loans, excluding multi-family loans, constituted 4.1% of
Camco's total loans.

      DEVELOPED BUILDING LOTS. Advantage originates loans secured by developed
building lots and generally are made on an adjustable-rate basis for terms of up
to five years. Developed building lots generally have an LTV of 75% or less.

      LOAN SOLICITATION AND PROCESSING. Loan originations are developed from a
number of sources, including: solicitations by Camco's lending staff; referrals
from real estate brokers, loan brokers and builders; continuing business with
depositors, other borrowers and real estate developers; and walk-in customers.
Camco's management stresses the importance of individualized attention to the
financial needs of its customers.

      The loan origination process is decentralized, with each of Advantage's
divisions having autonomy in loan processing and approval for its respective
market area. Mortgage loan applications from potential borrowers are taken by
one of the loan officers of the division originating the loan, after which they
are forwarded to the division's loan department for processing. On new loans,
the Bank typically obtains a credit report, verification of employment and other
documentation concerning the borrower and orders an appraisal of the fair market
value of the real estate which will secure the loan. The real estate is
thereafter physically inspected and appraised by a staff appraiser or by a
designated fee appraiser approved by the Board of Directors of Advantage. Upon
the completion of the appraisal and the receipt of all necessary information
regarding the borrower, the loan is approved by the loan officer up to such
officer's maximum loan approval authority. Loans above the maximum receive
additional approval by officers with higher loan approval authority. If the loan
is approved, an attorney's opinion of title or title insurance is obtained on
the real estate which will secure the loan. Borrowers are required to carry
satisfactory fire and casualty insurance and, if applicable, flood and private
mortgage insurance, and to name Advantage as an insured mortgagee.

      The procedure for approval of construction loans is the same as for
residential mortgage loans, except that the appraiser evaluates the building
plans, construction specifications and construction cost estimates. Advantage
also evaluates the feasibility of the proposed construction project.

      Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

      LOAN ORIGINATIONS, PURCHASES AND SALES. Advantage has been actively
originating new 30-year, 15-year, 10-year fixed-rate and seven-year balloon real
estate loans as well as adjustable-rate real estate loans, consumer loans and
commercial loans. Generally all residential fixed-rate loans made by Advantage
are originated with documentation which will permit a possible sale of such
loans to secondary mortgage market investors. When a mortgage loan is sold to
the investor, Advantage generally services the loan by collecting monthly
payments of principal and interest and forwarding such payments to the investor,
net of a servicing fee. During the year ended December 31, 2003, Advantage also
sold loans with servicing released. Fixed-rate loans not sold and generally all
of the ARMs originated by Advantage are held in Advantage's loan portfolio.
During the year ended December 31, 2003, Advantage sold approximately $279.0
million in loans. Advantage recognized $3.5 million in mortgage servicing rights
during 2003, while amortization of mortgage servicing rights totaled $2.9
million for the year ended December 31, 2003.


                                       6
<PAGE>
      From time to time, Advantage sells participation interests in mortgage
loans originated by it and purchases whole loans or participation interests in
loans originated by other lenders. Advantage held whole loans and participations
in loans originated by other lenders of approximately $33.5 million at December
31, 2003. Loans which Advantage purchases must meet or exceed the underwriting
standards for loans originated by Advantage.

      In recent years, Advantage has purchased mortgage-backed securities
insured or guaranteed by U.S. Government agencies in order to improve Camco's
asset yield by profitably investing excess funds. Advantage intends to continue
to purchase such mortgage-backed securities when conditions favor such an
investment. See "Investment Activities."

      The following table presents Advantage's mortgage loan origination,
purchase, sale and principal repayment activity for the periods indicated:

<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                               -----------------------------------------------------------------------
                                                  2003           2002          2001             2000            1999
                                               ---------       --------      ---------       ---------       ---------
                                                                         (In thousands)
<S>                                            <C>             <C>           <C>             <C>             <C>
Loans originated:
Construction                                   $  37,791       $ 54,114      $  35,330       $  71,929       $  66,437
Permanent                                        422,021        447,379        240,625         202,004         324,648
Consumer and other                               147,668         70,772         83,126          84,526          34,158
                                               ---------       --------      ---------       ---------       ---------

Total loans originated                           607,480        572,265        359,081         358,459         425,243

Loans purchased(1)                               126,006        116,306         17,755           8,639          31,430

Reductions:
Principal repayments(1)                          407,521        441,419        273,212         178,663         176,804
Loans sold(1)                                    337,376        239,636        215,289         124,496          96,892
Transfers from loans to real estate owned          4,010          1,270          3,208           1,432           1,220
                                               ---------       --------      ---------       ---------       ---------
     Total reductions                            748,907        682,325        491,709         304,591         274,916

Increase(decrease) in other items, net(2)         (8,167)         2,262         (3,162)         (2,552)           (277)
Increase due to mergers(3)                            --             --         81,426         147,196              --
                                               ---------       --------      ---------       ---------       ---------
Net increase(decrease)                         $ (23,588)      $  5,104      $ (36,609)      $ 207,151       $ 181,480
                                               =========       ========      =========       =========       =========
</TABLE>

----------

(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 2001 increase resulted from the acquisition of Columbia Financial and
      the 2000 increase resulted from the acquisition of WFC.

      LENDING LIMIT. Federal regulations and Ohio law generally impose a lending
limit on the aggregate amount that a depository institution can lend to one
borrower to an amount equal to 15% of the institution's total capital for
risk-based capital purposes plus any loan reserves not already included in total
capital (the "Lending Limit Capital"). A depository institution may loan to one
borrower an additional amount not to exceed 10% of the institution's Lending
Limit Capital, if the additional amount is fully secured by certain forms of
"readily marketable collateral." Real estate is not considered "readily
marketable collateral." In applying this limit, the regulations require that
loans to certain related or affiliated borrowers be aggregated.

      The largest amount which Advantage could have loaned to one borrower at
December 31, 2003, was approximately $12.1 million. The largest amount Advantage
had outstanding to one borrower and related persons or entities at December 31,
2003, was $5.3 million, which consisted of five loans secured by personal
residences, commercial properties and multi-family units.

      LOAN ORIGINATION AND OTHER FEES. In addition to interest earned on loans,
Advantage may receive loan origination fees or "points" of up to 2.0% of the
loan amount, depending on the type of loan, plus reimbursement of


                                       7
<PAGE>
certain other expenses. Loan origination fees and other fees are a volatile
source of income, varying with the volume of lending and economic conditions.
All nonrefundable loan origination fees and certain direct loan origination
costs are deferred and recognized as an adjustment to yield over the life of the
related loan in accordance with Statement of Financial Accounting Standards
("SFAS") No. 91.

      DELINQUENT LOANS, NONPERFORMING ASSETS AND CLASSIFIED ASSETS. Advantage
attempts to minimize loan delinquencies through the assessment of late charges
and adherence to established collection procedures. Generally, after a loan
payment is 15 days delinquent, a late charge of 5% of the amount of the payment
is assessed and a collection officer contacts the borrower to request payment.
In certain limited instances, Advantage may modify the loan or grant a limited
moratorium on loan payments to enable the borrower to reorganize his or her
financial affairs. Advantage generally initiates foreclosure proceedings, in
accordance with applicable laws, when it appears that a modification or
moratorium would not be productive.

      Real estate which has been acquired by Advantage as a result of
foreclosure or by deed in lieu of foreclosure is classified as "real estate
owned" until it is sold. "Real estate owned" is recorded at the lower of the
book value of the loan or the fair value of the property less estimated selling
expenses at the date of acquisition. Periodically, "real estate owned" is
reviewed to ensure that fair value is not less than carrying value, and any
write-down resulting therefrom is charged to earnings as a provision for losses
on real estate acquired through foreclosure. All costs incurred from the date of
acquisition are expensed in the period paid.

      The following table reflects the amount of loans in a delinquent status as
of the dates indicated:

<TABLE>
<CAPTION>
                                                                    At December 31,
                                             ---------------------------------------------------------------
                                               2003         2002           2001         2000          1999
                                             -------       -------       -------       -------       -------
                                                                  (Dollars in thousands)
<S>                                          <C>           <C>           <C>           <C>           <C>
Loans delinquent for:
  30 to 89 days                              $ 8,682       $10,524       $14,238       $10,557       $13,792
  90 or more days                             13,608        13,625         7,885         4,726         3,975
                                             -------       -------       -------       -------       -------
     Total delinquent loans                  $22,290       $24,149       $22,123       $15,283       $17,767
                                             =======       =======       =======       =======       =======

     Ratio of total delinquent loans to
       total net loans(1)                       2.77%         3.03%         2.54%         1.64%         2.45%
                                             =======       =======       =======       =======       =======
</TABLE>

----------

(1)   Total net loans includes loans held for sale.


                                       8
<PAGE>
      Nonaccrual status denotes loans for which, in the opinion of management,
the collection of additional interest is unlikely, or loans that meet nonaccrual
criteria as established by regulatory authorities. Payments received on a
nonaccrual loan are either applied to the outstanding principal balance or
recorded as interest income, depending on management's assessment of the
collectibility of the loan. The following table sets forth information with
respect to Advantage's nonaccruing and delinquent loans for the periods
indicated.

<TABLE>
<CAPTION>
                                                                            At December 31,
                                                    ------------------------------------------------------------
                                                      2003          2002         2001         2000         1999
                                                    -------       -------       ------       ------       ------
                                                                       (Dollars in thousands)
<S>                                                 <C>           <C>           <C>          <C>          <C>
Loans accounted for on nonaccrual basis:
  Real estate:
    Residential                                     $12,135       $11,021       $3,677       $2,068       $1,980
    Nonresidential                                      357         1,726          367          197          429
  Consumer and other                                  1,116           878          393          157          141
                                                    -------       -------       ------       ------       ------
         Total nonaccrual loans                      13,608        13,625        4,437        2,422        2,550
Accruing loans delinquent 90 days or more:
  Real estate:
    Residential                                          --            --        2,564        1,836        1,140
    Nonresidential                                       --            --          206           --           --
  Consumer and other                                     --            --          678          468          285
                                                    -------       -------       ------       ------       ------
         Total loans 90 days past due                    --            --        3,448        2,304        1,425
                                                    -------       -------       ------       ------       ------

         Total nonperforming loans                  $13,608       $13,625       $7,885       $4,726       $3,975
                                                    =======       =======       ======       ======       ======

Allowance for loan losses                           $ 5,641       $ 5,490       $4,256       $2,906       $1,863
                                                    =======       =======       ======       ======       ======

Nonperforming loans as a percent of
  total net loans                                      1.69%         1.71%         .90%         .51%         .55%
                                                    =======       =======       ======       ======       ======

Allowance for loan losses as a percent of
  nonperforming loans                                  41.5%         40.3%        54.0%        61.5%        46.9%
                                                    =======       =======       ======       ======       ======
</TABLE>

      The amount of interest income that would have been recorded had nonaccrual
loans performed in accordance with contractual terms totaled approximately
$808,000 for the year ended December 31, 2003. Interest collected on such loans
and included in net earnings was $343,000.

      At December 31, 2003, there were no loans which were not classified as
nonaccrual, 90 days past due or restructured which management considered
classifying in the near future due to concerns as to the ability of the
borrowers to comply with repayment terms. Management changed the policy for
designating loans as nonaccrual during 2002 to include all loans greater than 90
days past due.

      Federal regulations require the Bank to classify its assets on a regular
basis. Problem assets are to be classified as either (i) "substandard," (ii)
"doubtful" or (iii) "loss." Substandard assets have one or more defined
weaknesses and are characterized by the distinct possibility that the insured
institution will sustain some loss if the deficiencies are not corrected.
Doubtful assets have the same weaknesses as substandard assets with the
additional characteristic that the weaknesses make collection or liquidation in
full highly questionable and improbable on the basis of existing facts,
conditions and value. Assets classified as "loss" are considered uncollectible
and of such little value that their treatment as assets without the
establishment of a specific reserve is unwarranted. Federal regulations provide
for the reclassification of real estate assets by federal examiners.


                                       9
<PAGE>
            At December 31, 2003, the aggregate amounts of Camco's classified
assets were as follows:

<TABLE>
<CAPTION>
                                                      At December 31, 2003
                                                      --------------------
                                                         (In thousands)
<S>                                                   <C>
                 Classified assets:
                   Substandard                               $14,225
                   Doubtful                                      200
                   Loss                                          380
                                                             -------
                     Total classified assets                 $14,805
                                                             =======
</TABLE>

      The interpretive guidance of the regulations also includes a "special
mention" category, consisting of assets which do not currently expose an insured
institution to a sufficient degree of risk to warrant classification, but which
possess credit deficiencies or potential weaknesses deserving management's close
attention. Advantage classifies nonaccrual residential real estate and consumer
loans with a loan to value of 72% or less as a special mention asset. Advantage
had assets in the amount of $6.6 million designated as "special mention" at
December 31, 2003.

      ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is maintained at
a level considered appropriate by management based on historical experience, the
volume and type of lending conducted by the Bank, the status of past due
principal and interest payments, general economic conditions, particularly as
such conditions relate to the Bank's market areas, and other factors related to
the collectibility of the Bank's loan portfolio. The following table sets forth
an analysis of Advantage's allowance for loan losses:

<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                                   -----------------------------------------------------------------
                                                     2003          2002          2001           2000           1999
                                                   -------        ------       -------        -------        -------
                                                                         (Dollars in thousands)
<S>                                                <C>            <C>          <C>            <C>            <C>
Balance at beginning of year                       $ 5,490        $4,256       $ 2,906        $ 1,863        $ 1,783
Charge-offs:
  1-4 family residential real estate                   509           134            66              9             82
  Multifamily and nonresidential real estate           418            --            12             41             12
  Consumer and other                                   392            73           657            122             79
                                                   -------        ------       -------        -------        -------
         Total charge-offs                           1,319           207           735            172            173
                                                   -------        ------       -------        -------        -------
Recoveries:
  1-4 family residential real estate                    17            23             3             --             --
  Multifamily and nonresidential real estate            --            --            --             --              2
  Consumer and other                                     7           249            23              6              4
                                                   -------        ------       -------        -------        -------
         Total recoveries                               24           272            26              6              6
                                                   -------        ------       -------        -------        -------
Net recoveries (charge-offs)                        (1,295)           65          (709)          (166)          (167)
Provision for losses on loans                        1,446         1,169           759            568            247
Increase attributable to mergers (1)                    --            --         1,300            641             --
                                                   -------        ------       -------        -------        -------
Balance at end of year                             $ 5,641        $5,490       $ 4,256        $ 2,906        $ 1,863
                                                   =======        ======       =======        =======        =======

Net recoveries (charge-offs) to average loans         (.17)%         .01%         (.08)%         (.02)%         (.03)%
</TABLE>

----------

(1)   The 2001 increase resulted from the acquisition of Columbia Financial and
      the 2000 increase resulted from the acquisition of WFC.


                                       10
<PAGE>
      The following table sets forth the allocation of Advantage's allowance for
loan losses by type of loan at the dates indicated:

<TABLE>
<CAPTION>
                                                                      At December 31,
                          --------------------------------------------------------------------------------------------------------
                                2003                2002                   2001                  2000                  1999
                          -----------------    ------------------     ------------------    -----------------     ----------------
                                    Percent               Percent                Percent              Percent              Percent
                                   of loans              of loans               of loans             of loans             of loans
                                    in each               in each                in each              in each              in each
                                   category              category               category             category             category
                                   to total              to total               to total             to total             to total
                          Amount     loans     Amount      loans      Amount      loans     Amount     loans      Amount    loans
                          ------     -----     ------      -----      ------      -----     ------     -----      ------    -----
                                                                    (Dollars in thousands)
<S>                       <C>      <C>         <C>       <C>          <C>       <C>         <C>      <C>          <C>     <C>
Balance at year end
  applicable to:
    Mortgage loans        $4,452     90.3%     $4,910      91.5%      $3,418       92.1%    $2,440     92.1%      $1,350     92.9%
    Consumer and
       other loans         1,189      9.7         580       8.5          838        7.9        466      7.9          513      7.1
                          ------    -----      ------     -----       ------      -----     ------    -----       ------    -----

         Total            $5,641    100.0%     $5,490     100.0%      $4,256      100.0%    $2,906    100.0%      $1,863    100.0%
                          ======    =====      ======     =====       ======      =====     ======    =====       ======    =====
</TABLE>

INVESTMENT AND MORTGAGE-BACKED SECURITIES ACTIVITIES

      Federal regulations require that Advantage maintain a minimum amount of
liquid assets, which may be invested in United States Treasury obligations,
securities of various agencies of the federal government, certificates of
deposit at insured banks, bankers' acceptances and federal funds sold. Advantage
is also permitted to make limited investments in commercial paper, corporate
debt securities and certain mutual funds, as well as other investments permitted
by federal laws and regulations. It has generally been Advantage's policy to
maintain liquid assets at Advantage in excess of regulatory requirements in
order to shorten the maturities of the investment portfolios and improve the
matching of short-term investments and interest rate sensitive savings deposit
liabilities.

      The following table sets forth the composition of Camco's investment and
mortgage-backed securities portfolio, except its stock in the FHLB of
Cincinnati, at the dates indicated:

<TABLE>
<CAPTION>
                                                                     At December 31,
                       ------------------------------------------------------------------------------------------------------------
                                      2003                                 2002                                 2001
                       ----------------------------------   -----------------------------------   ---------------------------------
                       Amortized    % of    Fair    % of    Amortized   % of     Fair     % of    Amortized   % of    Fair    % of
                          cost     total    value   total      cost    total     value    total      cost    total    value   total
                          ----     -----    -----   -----      ----    -----     -----    -----      ----    -----    -----   -----
Held to maturity:                                                   (Dollars in thousands)
<S>                    <C>        <C>     <C>       <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>      <C>
 U.S. Government
  agency obligations   $     --      --%  $     --     --%  $  4,233     2.7%  $  4,306     2.7%   $18,682    33.0%  $18,891   33.1%
 Municipal bonds          1,130     1.0      1,204    1.0      1,135      .7      1,195      .7        190      .3       192     .3
 Mortgage-backed
    securities            7,704     6.8      7,839    6.9     20,000    12.6     20,634    12.7     30,765    54.2    30,744   53.9
                       --------   -----   --------  -----   --------   -----   --------   -----    -------   -----   -------  -----
      Total               8,834     7.8      9,043    7.9     25,368    16.0     26,135    16.1     49,637    87.5    49,827   87.3
Available for sale:
 U.S. Government
  agency obligations     25,640    22.6     25,881   22.7     35,557    22.5     36,004    22.2         --      --        --     --
 Municipal bonds            625      .5        651     .6      2,414     1.5      2,463     1.5         --      --        --     --
 Corporate equity
    securities              330      .3        476     .4        330      .2        322      .2        245      .4       305     .5
 Mortgage-backed
   securities            78,017    68.8     77,916   68.4     94,641    59.8     97,332    60.0      6,872    12.1     6,975   12.2
                       --------   -----   --------  -----   --------   -----   --------   -----    -------   -----   -------  -----
      Total             104,612    92.2    104,924   92.1    132,942    84.0    136,121    83.9      7,117    12.5     7,280   12.7
                       --------   -----   --------  -----   --------   -----   --------   -----    -------   -----   -------  -----
Total investments and
 mortgage-backed
  securities           $113,446   100.0%  $113,967  100.0%  $158,310   100.0%  $162,256   100.0%   $56,754   100.0%  $57,107  100.0%
                       ========   =====   ========  =====   ========   =====   ========   =====    =======   =====   =======  =====
</TABLE>


                                       11
<PAGE>
      The following table presents the contractual maturities or terms to
repricing of Camco's investment securities, except its stock in the FHLB of
Cincinnati and corporate equity securities, and the weighted-average yields at
December 31, 2003:

<TABLE>
<CAPTION>
                                                                At December 31, 2003
                     --------------------------------------------------------------------------------------------------------------
                                              After one          After five
                      One year or less   through five years   through ten years    After ten years                Total
                     ------------------  ------------------  ------------------  -------------------  -----------------------------
                                                                                                                           Weighted-
                     Amortized  Average  Amortized  Average  Amortized  Average  Amortized   Average  Amortized      Fair   average
                        cost     yield      cost     yield      cost     yield      cost      yield      cost       value    yield
                     ---------  -------  ---------  -------  ---------  -------  ---------   -------  ---------      ----   -------
                                                                    (Dollars in thousands)
<S>                   <C>         <C>     <C>         <C>     <C>         <C>     <C>          <C>     <C>        <C>         <C>
U.S. Government
 agency obligations   $14,110     2.54%   $11,030     2.80%   $   500     4.50%   $    --        --%   $ 25,640   $ 25,881    2.69%
Municipal bonds           101     2.47      1,211     3.36        353     4.11         90      6.66       1,755      1,855    3.63
Mortgage-backed
  securities               18     6.46     19,107     3.50     52,468     3.61     14,128      3.78      85,721     85,755    3.61
                      -------     ----    -------     ----    -------     ----    -------      ----    --------   --------    ----

       Total          $14,229     2.54%   $31,348     3.25%   $53,321     3.62%   $14,218      3.80%   $113,116   $113,491    3.40%
                      =======     ====    =======     ====    =======     ====    =======      ====    ========   ========    ====
</TABLE>

DEPOSITS AND BORROWINGS

      GENERAL. Deposits have traditionally been the primary source of
Advantage's funds for use in lending and other investment activities. In
addition to deposits, Advantage derives funds from interest payments and
principal repayments on loans, advances from the FHLB of Cincinnati and income
on earning assets. Loan payments are a relatively stable source of funds, while
deposit inflows and outflows fluctuate more in response to general interest rate
and money market conditions. As part of Advantage's asset and liability
management strategy, FHLB advances and other borrowings are used to fund loan
originations and for general business purposes. FHLB advances are also used on a
short-term basis to compensate for reductions in the availability of funds from
other sources.

      DEPOSITS. Deposits are attracted principally from within Advantage's
primary market area through the offering of a broad selection of deposit
instruments, including interest-bearing and non-interest bearing checking
accounts, money market deposit accounts, regular savings accounts, term
certificate accounts and retirement savings plans. Interest rates paid, maturity
terms, service fees and withdrawal penalties for the various types of accounts
are established periodically by management of Advantage based on its liquidity
requirements, growth goals and interest rates paid by competitors. Interest
rates paid by Advantage on deposits are not limited by federal or state law or
regulation. Advantage generally does not obtain funds through brokers or offer
premiums to attract deposits. Advantage does not have a significant amount of
savings accounts from outside its primary market areas.


                                       12
<PAGE>
      The following table sets forth the dollar amount of deposits in the
various types of savings programs offered by Advantage at the dates indicated:

<TABLE>
<CAPTION>
                                                                                          At December 31,
                                                                 -------------------------------------------------------------------
                                                                       2003                     2002                     2001
                                                     Weighted-   --------------------    -------------------    --------------------
                                                      average                Percent                Percent                 Percent
                                                      rate at                of total               of total                of total
                                                     12/31/03     Amount     deposits     Amount    deposits     Amount     deposits
                                                     --------     ------     --------     ------    --------     ------     --------
Withdrawable accounts:                                                            (Dollars in thousands)
<S>                                                  <C>         <C>         <C>         <C>        <C>         <C>         <C>
    Interest-bearing and non-interest bearing
     checking accounts                                 0.33%     $105,469      15.7%     $106,875      15.4%    $111,649      15.3%
    Money market demand accounts                       1.44       128,938      19.2       116,206      16.7       64,539       8.8
    Passbook and statement savings accounts            0.25        74,274      11.1        78,359      11.3       85,443      11.7
                                                      -----      --------     -----      --------     -----     --------     -----
     Total withdrawable accounts                       0.80       308,681      46.0       301,440      43.4      261,631      35.8
Certificate accounts:
   Term:
     Seven days to one year                            1.08        18,966       2.8        24,537       3.6       51,472       7.0
     One to two years                                  1.88        61,186       9.1        79,172      11.4      136,859      18.8
     Two to five years                                 4.12       174,487      26.0       179,711      25.9      163,226      22.4
   Negotiated rate certificates                        1.76        40,670       6.1        40,361       5.8       54,998       7.5
   Individual retirement accounts                      3.47        67,284      10.0        68,851       9.9       61,889       8.5
                                                      -----      --------     -----      --------     -----     --------     -----
    Total certificate accounts                         3.17       362,593      54.0       392,632      56.6      468,444      64.2
                                                      -----      --------     -----      --------     -----     --------     -----
Total deposits                                         2.10%     $671,274     100.0%     $694,072     100.0%    $730,075     100.0%
                                                      =====      ========     =====      ========     =====     ========     =====
</TABLE>

      The following table presents the amount and contractual maturities of
Camco's time deposits at December 31, 2003:

<TABLE>
<CAPTION>
                                                                       Amount Due
                                    ------------------------------------------------------------------------------
                                     Up to                                                  Over
                                    one year         1-3 years          3-5 years         5 years            Total
                                    --------         ---------          ---------         -------            -----
                                                                 (Dollars in thousands)
<S>                                 <C>              <C>                <C>               <C>              <C>
         Amount maturing            $178,290          $146,297           $37,420             $586          $362,593
         Average rate                   2.52%             3.52%            4.83%             5.62%            3.17%
</TABLE>

      The following table sets forth the amount and maturities of Advantage's
time deposits in excess of $100,000 at December 31, 2003:

<TABLE>
<CAPTION>
                     Maturity                              At December 31, 2003
                     --------                              --------------------
                                                               (In thousands)
<S>                                                        <C>
                     Three months or less                         $27,620
                     Over three to six months                      21,419
                     Over six to twelve months                      8,902
                     Over twelve months                            29,155
                                                                  -------
                     Total                                        $87,096
                                                                  =======
</TABLE>

      BORROWINGS. The twelve regional FHLBs function as central reserve banks,
providing credit for their member institutions. As a member in good standing of
the FHLB of Cincinnati, Advantage is authorized to apply for advances from the
FHLB of Cincinnati, provided certain standards of creditworthiness have been
met. Advances are made pursuant to several different programs, each having its
own interest rate and range of maturities. Depending on the program, limitations
on the amount of advances are based either on a fixed percentage of an
institution's regulatory capital or on the FHLB's assessment of the
institution's creditworthiness. Under current regulations, a member institution
must meet certain qualifications to be eligible for FHLB advances. The extent to
which an association is eligible for such advances will depend upon whether it
meets the Qualified Thrift Lender ("QTL") test. If an institution meets the QTL


                                       13
<PAGE>
test, it will be eligible for 100% of the advances it would otherwise be
eligible to receive. If an institution does not meet the QTL test, it will be
eligible for such advances only to the extent it holds QTL test assets. At
December 31, 2003, Advantage met the QTL test.

      The following table sets forth the maximum amount of Camco's FHLB advances
outstanding at any month end during the periods shown and the average aggregate
balances of FHLB advances for such periods:

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                            -------------------------------------------
                                                              2003             2002               2001
                                                            --------         --------          --------
                                                                     (Dollars in thousands)
<S>                                                         <C>              <C>               <C>
      Maximum amount outstanding                            $280,298         $282,122          $313,472

      Average amount outstanding                            $273,147         $265,614          $280,747

      Weighted-average interest cost of FHLB
        advances based on month end balances                   5.56%             5.83%             6.09%
</TABLE>

      The following table sets forth certain information with respect to Camco's
FHLB advances at the dates indicated:

<TABLE>
<CAPTION>
                                                                         At December 31,
                                                            -------------------------------------------
                                                              2003             2002               2001
                                                            --------         --------          --------
                                                                      (Dollars in thousands)
<S>                                                         <C>              <C>               <C>
      Amount outstanding                                    $262,735         $276,276          $258,850

      Weighted-average interest rate                           5.13%             5.63%             6.02%
</TABLE>

COMPETITION

      Advantage competes for deposits with other savings associations, savings
banks, commercial banks and credit unions and with the issuers of commercial
paper and other securities, such as shares in money market mutual funds. The
primary factors in competing for deposits are interest rates and convenience of
office location. In making loans, Advantage competes with other savings banks,
savings associations, commercial banks, consumer finance companies, credit
unions and other lenders. Advantage competes for loan originations primarily
through the interest rates and loan fees it charges and through the efficiency
and quality of the services it provides to borrowers. Competition is affected
by, among other things, the general availability of lendable funds, general and
local economic conditions, current interest rate levels and other factors which
are not readily predictable.

SERVICE CORPORATION ACTIVITIES

      Federal regulations permit savings associations to invest an amount up to
2% of their assets in the stock, paid-in surplus and unsecured obligations of
subsidiary service corporations engaged in certain activities. In addition,
federal regulations generally authorize such institutions which meet the minimum
regulatory capital requirements to invest up to 50% of their regulatory capital
in conforming first mortgage loans made by service corporations.

      First S&L Corporation, a subsidiary of Advantage, did not conduct any
business during the year ended December 31, 2003, and was capitalized on a
nominal basis at December 31, 2003.


                                       14
<PAGE>
EMPLOYEES

      As of December 31, 2003, Camco had 275 full-time employees and 25
part-time employees. Camco believes that relations with its employees are good.
Camco offers health and disability benefits and a 401(k) salary savings plan.
None of the employees of Camco are represented by a collective bargaining unit.

                                   REGULATION

GENERAL

      As a savings and loan holding company within the meaning of the Home
Owners' Loan Act of 1933, as amended (the "HOLA"), Camco is subject to
regulation, examination and oversight by the OTS. Advantage is subject to
regulation by the Division and the FDIC. Camco and Advantage must file periodic
reports with these governmental agencies, as applicable, concerning their
activities and financial condition. Examinations are conducted periodically by
the applicable regulators to determine whether Camco and Advantage are in
compliance with various regulatory requirements and are operating in a safe and
sound manner. Advantage is also subject to certain regulations promulgated by
the Board of Governors of the Federal Reserve System ("FRB").

OHIO REGULATION

      Regulation by the Division affects the internal organization of Advantage,
as well as its savings, mortgage lending and other investment activities. Ohio
law requires that Advantage maintain at least 60% of its assets in
housing-related and other specified investments. At December 31, 2003, Advantage
had at least 60% of its assets in such investments.

      Periodic examinations by the Division are usually conducted on a joint
basis with the federal examiners. Ohio law requires that Advantage maintain
federal deposit insurance as a condition of doing business. The ability of Ohio
savings banks to engage in certain state-authorized investments is subject to
oversight and approval by the FDIC. See "Federal Deposit Insurance Corporation -
State Chartered Bank Activities."

      Any mergers involving, or acquisitions of control of, Ohio savings banks
must be approved by the Division. The Division may initiate certain supervisory
measures or formal enforcement actions against Ohio savings banks. Ultimately,
if the grounds provided by law exist, the Division may place an Ohio savings
bank in conservatorship or receivership.

      In addition to being governed by the laws of Ohio specifically governing
savings banks, Advantage is also governed by Ohio corporate law, to the extent
such law does not conflict with the laws specifically governing savings banks.

FEDERAL DEPOSIT INSURANCE CORPORATION

      SUPERVISION AND EXAMINATION. The FDIC is responsible for the regulation
and supervision of all commercial banks and state savings banks that are not
members of the Federal Reserve System ("Non-member Banks. The FDIC is an
independent federal agency that insures the deposits, up to prescribed statutory
limits, of federally insured banks and thrifts and safeguards the safety and
soundness of the banking and thrift industries. The FDIC administers two
separate insurance funds, the Bank Insurance Fund ("BIF") for commercial banks
and certain state savings banks and the Savings Association Insurance Fund
("SAIF") for savings associations and savings banks which were formerly
organized as savings associations. As a former savings association, Advantage is
a member of the SAIF and its deposit accounts are insured by the FDIC, up to the
prescribed limits.

      The FDIC issues regulations governing the operations of Non-member Banks,
examines such institutions and may initiate enforcement actions against the
institution and their affiliates for violations of laws and regulations or for
engaging in unsafe or unsound practices. If the grounds provided by law exist,
the FDIC may appoint a conservator or a receiver for a Non-member Bank.


                                       15
<PAGE>
      Non-member Banks and savings associations are subject to regulatory
oversight under various consumer protection and fair lending laws. These laws
govern, among other things, truth-in-lending disclosure, equal credit
opportunity, fair credit reporting and community reinvestment. Failure to abide
by federal laws and regulations governing community reinvestment could limit the
ability of an institution to open a new branch or engage in a merger
transaction.

      STATE CHARTERED BANK ACTIVITIES. The ability of Advantage to engage in any
state-authorized activities or make any state-authorized investments, as
principal, is limited if such activity is conducted or investment is made in a
manner different than that permitted for, or subject to different terms and
conditions than those imposed on, national banks. Engaging as a principal in any
such activity or investment not permissible for a national bank is subject to
approval by the FDIC. Such approval will not be granted unless certain capital
requirements are met and there is not a significant risk to the FDIC insurance
fund. Most equity and real estate investments (excluding office space and other
real estate owned) authorized by state law are not permitted for national banks.
Certain exceptions are granted for activities deemed by the FRB to be closely
related to banking and for FDIC-approved subsidiary activities.

      LIQUIDITY. Advantage is not required to maintain a specific level of
liquidity; however, the FDIC expects it to maintain adequate liquidity to
protect safety and soundness.

      REGULATORY CAPITAL REQUIREMENTS. Advantage is required by applicable law
and regulations to meet certain minimum capital requirements. The capital
standards include a leverage limit, or core capital requirement, a tangible
capital requirement and a risk-based capital requirement.

      The leverage capital requirement is a minimum level of Tier 1 capital to
average total consolidated assets of 4%. "Tier 1" capital includes common
stockholders equity, noncumulative perpetual preferred stock and minority
interest in the equity accounts of consolidated subsidiaries, less all
intangibles, other than includable purchased mortgage servicing rights and
credit card relationships.

      The risk-based capital requirement specifies total capital, which consists
of core or Tier 1 capital and certain general valuation reserves, as a minimum
of 8% of risk-weighted assets. For purposes of computing risk-based capital,
assets and certain off-balance sheet items are weighted at percentage levels
ranging from 0% to 100%, depending on their relative risk.

      The FDIC has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations and Non-member Banks. At each successively lower defined capital
category, an institution is subject to more restrictive and numerous mandatory
or discretionary regulatory actions or limits, and the applicable agency has
less flexibility in determining how to resolve the problems of the institution.
In addition, the agency generally can downgrade an institution's capital
category, notwithstanding its capital level, if, after notice and opportunity
for hearing, the institution is deemed to be engaging in an unsafe or unsound
practice, because it has not corrected deficiencies that resulted in it
receiving a less than satisfactory examination rating on matters other than
capital or it is deemed to be in an unsafe or unsound condition. Advantage's
capital level at December 31, 2003, met the standards for well-capitalized
institutions.


                                       16
<PAGE>
      The following tables present certain information regarding compliance by
Advantage with applicable regulatory capital requirements at December 31, 2003:

<TABLE>
<CAPTION>
                                                                 At December 31, 2003
                                        ---------------------------------------------------------------------------------
                                                                                      For capital
                                             Actual                                adequacy purposes
                                        ----------------                  ---------------------------------------
                                         Amount    Ratio                  Amount                            Ratio
                                         ------    -----                  ------                            -----
                                                                 (Dollars in thousands)
<S>                                     <C>        <C>      <C>                                  <C>
    Total capital
      (to risk-weighted assets)         $80,657    12.5%    (Greater Than or Equal to)$51,539    (Greater Than or Equal to)8.0%

    Tier I capital
      (to risk-weighted assets)         $75,016    11.6%    (Greater Than or Equal to)$25,769    (Greater Than or Equal to)4.0%

    Tier I leverage                     $75,016     7.4%    (Greater Than or Equal to)$40,799    (Greater Than or Equal to)4.0%

<CAPTION>
                                                                 At December 31, 2003
                                                         --------------------------------------
                                                                      To be "well-
                                                                  capitalized" under
                                                                   prompt corrective
                                                                   action provisions
                                                         --------------------------------------
                                                         Amount                           Ratio
                                                         ------                           -----
                                                                 (Dollars in thousands)
<S>                                      <C>                                <C>
    Total capital
      (to risk-weighted assets)          (Greater Than or Equal to)$64,424     (Greater Than or Equal to)10.0%

    Tier I capital
      (to risk-weighted assets)          (Greater Than or Equal to)$38,654     (Greater Than or Equal to) 6.0%

    Tier I leverage                      (Greater Than or Equal to)$50,999     (Greater Than or Equal to) 5.0%
</TABLE>

      Federal law prohibits a financial institution from making a capital
distribution to anyone or paying management fees to any person having control of
the institution if, after such distribution or payment, the institution would be
undercapitalized. In addition, each company controlling an undercapitalized
institution must guarantee that the institution will comply with its capital
restoration plan until the institution has been adequately capitalized on
average during each of the four preceding calendar quarters and must provide
adequate assurances of performance.

TRANSACTIONS WITH AFFILIATES AND INSIDERS

      Loans to executive officers, directors and principal shareholders and
their related interests must conform to the lending limit on loans to one
borrower, and the total of such loans to executive officers, directors,
principal shareholders and their related interests cannot exceed the
association's Lending Limit Capital (or 200% of Lending Limit Capital for
qualifying institutions with less than $100 million in assets). Most loans to
directors, executive officers and principal shareholders must be approved in
advance by a majority of the "disinterested" members of the board of directors
of the association with any "interested" director not participating. All loans
to directors, executive officers and principal shareholders must be made on
terms substantially the same as offered in comparable transactions with the
general public or as offered to all employees in a company-wide benefit program,
and loans to executive officers are subject to additional limitations. Advantage
was in compliance with such restrictions at December 31, 2003.

      All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA") and the
Federal Reserve Board's Regulation W. An affiliate is any company or entity
which controls, is controlled by or is under common control with the financial
institution. In a holding company context, the parent holding company of a
savings association and any companies that are controlled by such parent holding
company are affiliates of the institution. Generally, Sections 23A and 23B of
the FRA (i) limit the extent to which a financial institution or its
subsidiaries may engage in "covered transactions" with any one affiliate up to
an amount equal to 10% of such institution's capital stock and surplus for any
one affiliate and 20% of such capital stock and surplus for the aggregate of
such transactions with all affiliates, and (ii) require that all such
transactions be on terms substantially the same, or at least as favorable to the
institution or the subsidiary, as those provided to a non-affiliate. The term
"covered transaction" includes the making of loans, purchase of assets, issuance
of a guarantee and similar types of transactions. Exemptions from Sections 23A
or 23B of the FRA may be granted only by the FRB. Advantage was in compliance
with these requirements at December 31, 2003.

CHANGE IN CONTROL

      FEDERAL LAW. The Federal Deposit Insurance Act (the "FDIA") provides that
no person, acting directly or indirectly or in concert with one or more persons,
shall acquire control of any insured depository institution or holding company,
unless 60-days prior written notice has been given to the primary federal
regulator for that institution and such regulator has not issued a notice
disapproving the proposed acquisition. Control, for purposes of the FDIA, means
the power, directly or indirectly, alone or acting in concert, to direct the
management or policies of an insured institution or to


                                       17
<PAGE>
vote 25% or more of any class of securities of such institution. Control exists
in situations in which the acquiring party has direct or indirect voting control
of at least 25% of the institution's voting shares, controls in any manner the
election of a majority of the directors of such institution or is determined to
exercise a controlling influence over the management or policies of such
institution. In addition, control is presumed to exist, under certain
circumstances where the acquiring party (which includes a group "acting in
concert") has voting control of at least 10% of the institution's voting stock.
These restrictions do not apply to holding company acquisitions. See "Holding
Company Regulation".

      OHIO LAW. A statutory limitation on the acquisition of control of an Ohio
savings bank requires the written approval of the Division prior to the
acquisition by any person or entity of a controlling interest in an Ohio
association. Control exists, for purposes of Ohio law, when any person or entity
which, either directly or indirectly, or acting in concert with one or more
other persons or entities, owns, controls, holds with power to vote, or holds
proxies representing, 15% or more of the voting shares or rights of an
association, or controls in any manner the election or appointment of a majority
of the directors. A director will not be deemed to be in control by virtue of an
annual solicitation of proxies voted as directed by a majority of the board of
directors. Ohio law also requires that certain acquisitions of voting securities
that would result in the acquiring shareholder owning 20%, 33-1/3% or 50% of the
outstanding voting securities of Camco must be approved in advance by the
holders of at least a majority of the outstanding voting shares represented at a
meeting at which a quorum is present and a majority of the portion of the
outstanding voting shares represented at such a meeting, excluding the voting
shares by the acquiring shareholder. This statute was intended, in part, to
protect shareholders of Ohio corporations from coercive tender offers. Under
certain circumstances, interstate mergers and acquisitions involving savings
banks incorporated under Ohio law are permitted by Ohio law. A financial
institution or financial institution holding company with its principal place of
business in another state may acquire a savings and loan association or savings
and loan holding company incorporated under Ohio law if, in the discretion of
the Division, the laws of such other state give an Ohio institution or an Ohio
holding company reciprocal rights.

HOLDING COMPANY REGULATION

      As a savings and loan holding company within the meaning of the HOLA,
Camco has registered with the OTS and is subject to OTS regulations,
examination, supervision and reporting requirements.

      The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Except with the prior approval of the OTS, no director or
officer of a savings and loan holding company or person owning or controlling by
proxy or otherwise more than 25% of such holding company's stock may also
acquire control of any savings institution, other than a subsidiary institution,
or any other savings and loan holding company.

      As a unitary savings and loan holding company in existence on May 4, 1999,
Camco generally has no restrictions on its activities. If the OTS determines
that there is reasonable cause to believe that the continuation by a savings and
loan holding company of an activity constitutes a serious risk to the financial
safety, soundness or stability of its subsidiary savings association, however,
the OTS may impose such restrictions as deemed necessary to address such risk,
including limiting (i) payment of dividends by the savings association, (ii)
transactions between the savings association and its affiliates, and (iii) any
activities of the savings association that might create a serious risk that the
liabilities of Camco and its affiliates may be imposed on the savings
association. Notwithstanding the foregoing rules as to permissible business
activities of a unitary savings and loan holding company, if the savings
association subsidiary of a holding company is not a qualified thrift lender
("QTL"), then such unitary savings and loan holding company would become subject
to the activities restrictions applicable to multiple holding companies.

      In order to be a QTL, a savings association must meet one of two tests.
The first test requires a savings association to maintain a specified level of
investments in assets that are designated as qualifying thrift investments
("QTIs"). Generally, QTIs are assets related to domestic residential real estate
and manufactured housing, although they also include credit card, student and
small business loans and stock issued by any FHLB, the FHLMC or the FNMA. Under
the QTL test, 65% of an institution's "portfolio assets" (total assets less
goodwill and other intangibles, property used to conduct business and 20% of
liquid assets) must consist of QTI on a monthly average basis in nine out of
every 12 months. The second test permits a savings association to qualify as a
QTL by meeting the definition of "domestic


                                       18
<PAGE>
building and loan association" under the Internal Revenue Code of 1986, as
amended (the "Code"). In order for an institution to meet the definition of a
"domestic building and loan association" under the Code, at least 60% of its
assets must consist of specified types of property, including cash, loans
secured by residential real estate or deposits, educational loans and certain
governmental obligations. The OTS may grant exceptions to the QTL tests under
certain circumstances. At December 31, 2003, Advantage met the QTL test.

FEDERAL RESERVE REQUIREMENTS

      FRB regulations currently require savings associations to maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $45.4
million (subject to an exemption of up to $6.6 million), and of 10% of net
transaction accounts in excess of $45.4 million. At December 31, 2003, Advantage
was in compliance with its reserve requirements.

FEDERAL TAXATION

      Camco and its subsidiaries are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, Camco and its subsidiaries may be subject to the alternative minimum
tax which is imposed at a minimum tax rate of 20% on "alternative minimum
taxable income" (which is the sum of a corporation's regular taxable income,
with certain adjustments, and tax preference items), less any available
exemptions. Such tax preference items include interest on certain tax-exempt
bonds issued after August 7, 1986. In addition, 75% of the amount by which a
corporation's "adjusted current earnings" exceeds its alternative minimum
taxable income computed without regard to this preference item and prior to
reduction by net operating losses, is included in alternative minimum taxable
income. Net operating losses can offset no more than 90% of alternative minimum
taxable income. The alternative minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax liabilities in future years.

      Certain thrift institutions, such as Advantage, are allowed deductions for
bad debts under methods more favorable than those granted to other taxpayers.
Qualified thrift institutions may compute deductions for bad debts using either
the specific charge-off method of Section 166 of the Code or the experience
method of Section 593 of the Code. The "experience" method is also available to
small banks. Under the "experience" method, a thrift institution is generally
allowed a deduction for an addition to its bad debt reserve equal to the greater
of (i) an amount based on its actual average experience for losses in the
current and five preceding taxable years, or (ii) an amount necessary to restore
the reserve to its balance as of the close of the base year.

      Thrift institutions that are treated as small banks are allowed to utilize
the experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge-off
method.

      A thrift institution required to change its method of computing reserves
for bad debts will treat such change as a change in the method of accounting,
initiated by the taxpayer and having been made with the consent of the Secretary
of the Treasury. Section 481(a) of the Code requires certain amounts to be
recaptured with respect to such change. Generally, the amounts to be recaptured
will be determined solely with respect to the "applicable excess reserves" of
the taxpayer. The amount of the applicable excess reserves will be taken into
account ratably over a six-taxable year period, beginning with the first taxable
year beginning after 1995, subject to the residential loan requirement described
below. In the case of a thrift institution that is treated as a large bank, the
amount of the institution's applicable excess reserves generally is the excess
of (i) the balances of its reserve for losses on qualifying real property loans
(generally loans secured by improved real estate) and its reserve for losses on
nonqualifying loans (all other types of loans) as of the close of its last
taxable year beginning before January 1, 1996, over (ii) the balances of such
reserves as of the close of its last taxable year beginning before January 1,
1988 (i.e., the "pre-1988 reserves"). In the case of a thrift institution that
is treated as a small bank, the amount of the institution's applicable excess
reserves generally is the excess of (i) the balances of its reserve for losses
on qualifying real property loans and its reserve for losses on nonqualifying
loans as of the close of its last taxable year beginning before January 1, 1996,
over (ii) the greater of the balance of (a) its pre-1988 reserves or (b) what
the thrift's reserves would have been at the close of its last year beginning
before January 1, 1996, had the thrift always used the experience method.


                                       19
<PAGE>
      For taxable years that begin after December 31, 1995, and before January
1, 1998, if a thrift meets the residential loan requirement for a tax year, the
recapture of the applicable excess reserves otherwise required to be taken into
account as a Code Section 481(a) adjustment for the year will be suspended. A
thrift meets the residential loan requirement if, for the tax year, the
principal amount of residential loans made by the thrift during the year is not
less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property. Advantage was required to
recapture $1.9 million of its bad debt reserve for which deferred taxes had been
provided. The recapture was effected over a six year period that concluded in
2003.

      The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e) which require recapture in the case of certain excessive
distributions to shareholders. The pre-1988 reserves may not be utilized for
payment of cash dividends or other distributions to a shareholder (including
distributions in dissolution or liquidation) or for any other purpose (except to
absorb bad debt losses). Distribution of a cash dividend by a thrift institution
to a shareholder is treated as made: first, out of the institution's post-1951
accumulated earnings and profits; second, out of the pre-1988 reserves; and
third, out of such other accounts as may be proper. To the extent a distribution
by Advantage to Camco is deemed paid out of its pre-1988 reserves under these
rules, the pre-1988 reserves would be reduced and the gross income of Camco for
tax purposes would be increased by the amount which, when reduced by the income
tax, if any, attributable to the inclusion of such amount in its gross income,
equals the amount deemed paid out of the pre-1988 reserves. As of December 31,
2003, the pre-1988 reserves for Advantage for tax purposes totaled approximately
$12.8 million. Camco believes Advantage had approximately $14.6 million of
accumulated earnings and profits for tax purposes as of December 31, 2003, which
would be available for dividend distributions, provided regulatory restrictions
applicable to the payment of dividends are met. No representation can be made as
to whether Advantage will have current or accumulated earnings and profits in
subsequent years.

      The tax returns of Camco have been audited or closed without audit through
calendar year 1999. In the opinion of management, any examination of open
returns would not result in a deficiency which could have a material adverse
effect on the financial condition of Camco.

      OHIO TAXATION. Camco and Camco Title are subject to the Ohio corporation
franchise tax, which, as applied to them, is a tax measured by both net earnings
and net worth. The rate of tax is the greater of (i) 5.1% on the first $50,000
of computed Ohio taxable income and 8.5% of computed Ohio taxable income in
excess of $50,000 or (ii) .40% times taxable net worth.

      A special litter tax is also applicable to all corporations, including
Camco, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
..22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to .014% times taxable
net worth.

      Advantage is a "financial institution" for State of Ohio tax purposes. As
such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.3% of its book net worth
determined in accordance with generally accepted accounting principles. As a
"financial institution," Advantage is not subject to any tax based upon net
income or net profits imposed by the State of Ohio.

      DELAWARE TAXATION. As a Delaware corporation, Camco is subject to an
annual franchise tax based on the quantity and par value of its authorized
capital stock and its gross assets. As a savings and loan holding company, Camco
is exempt from Delaware corporate income tax.

      KENTUCKY TAXATION. The Commonwealth of Kentucky imposes no income or
franchise taxes on savings institutions. Advantage is subject to an annual ad
valoreum tax which is .1% of Advantage's Kentucky deposit accounts, and
apportioned common stock and retained income, with certain deductions for
amounts borrowed by depositors and securities guaranteed by the U.S. Government
or certain of its agencies.


                                       20
<PAGE>
      WEST VIRGINIA TAXATION. Advantage and Camco Title are subject to a West
Virginia tax on apportioned adjusted net income and a West Virginia franchise
tax on apportioned adjusted capital. The adjusted net income of each is taxed at
a rate of 9.0%. The franchise tax rate is 0.75% of adjusted capital. The
apportionment is based solely on the ratio of gross receipts derived from West
Virginia as compared to gross receipts everywhere.


                                       21
<PAGE>
ITEM 2. PROPERTIES.

      The following table provides the location of, and certain other
information pertaining to, Camco's office premises as of December 31, 2003:

<TABLE>
<CAPTION>
                                               Year facility                     Leased
                                                 commenced                         or                                Net book
Office Location                                 operations                        owned                               value(1)
---------------                                 ----------                        -----                              ---------
<S>                                            <C>                              <C>                                 <C>
134 E. Court Street
Washington Court House, Ohio                       1963                         Owned(2)                              790,107

1050 Washington Ave.
Washington Court House, Ohio                       1996                         Owned                                 526,170

1 N. Plum Street
Germantown, Ohio                                   1998                         Owned                                  535257

687 West Main Street
New Lebanon, Ohio                                  1998                         Owned                                  81,304

1392 Cherry Bottom Road
Gahanna, Ohio                                      1999                         Leased(3)

3002 Harrison Avenue
Cincinnati, Ohio                                   2000                         Owned                               1,507,046

1101 St. Gregory Street
Cincinnati, Ohio                                   2000                         Leased(4)

5071 Glencrossing Way
Cincinnati, Ohio                                   2000                         Leased(5)

126 S. 9th Street
Cambridge, Ohio                                    1998                         Owned                                  99,186

226 Third Street
Marietta, Ohio                                     1976                         Owned(6)                              650,461

1925 Washington Boulevard
Belpre, Ohio                                       1979                         Owned                                  75,751

478 Pike Street
Marietta, Ohio                                     1998                         Leased(7)                             593,995

510 Grand Central Avenue
Vienna, West Virginia                              1991                         Leased(8)

814 Wheeling Avenue
Cambridge, Ohio                                    1963                         Owned(9)                              949,936

327 E. 3rd Street
Uhrichsville, Ohio                                 1975                         Owned                                  79,452

175 N. 11th Street
Cambridge, Ohio                                    1981                         Owned                                 419,961
</TABLE>

----------
(Footnotes begin on page 24)


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                               Year facility                     Leased
                                                 commenced                         or                             Net book
Office Location                                 operations                        owned                           value(1)
---------------                                 ----------                        -----                           --------
<S>                                            <C>                              <C>                               <C>
209 Seneca Avenue
Byesville, Ohio                                    1978                         Leased(10)

547 S. James Street
Dover, Ohio                                        2002                         Owned                               374,828

2497 Dixie Highway
Ft. Mitchell, Kentucky                             2001                         Owned                               618,195

401-7 Pike Street
Covington, Kentucky                                2001                         Owned                               114,471

3522 Dixie Highway
Erlanger, Kentucky                                 2001                         Owned                                41,748

612 Buttermilk Pike
Crescent Springs, Kentucky                         2001                         Owned                                42,374

7550 Dixie Highway
Florence, Kentucky                                 2001                         Owned                               508,424

1640 Carter Avenue
Ashland, Kentucky                                  1996                         Owned                               767,109

U.S. 60A West
Summit, Kentucky                                   1996                         Owned                               632,187

191 Eastern Heights
Shopping Center
Huntington, West Virginia                          1997                         Leased(11)                            1,495

6901 Glenn Highway
Cambridge, Ohio                                    1999                         Owned                             1,308,558

1320A and 1320 D 4th Street, N.W.
New Philadelphia, Ohio                             1985                         Owned(12)                           195,575

100 E. Wilson Bridge Road - Suite #105 & 110
Worthington, Ohio                                  2004                         Leased(13)                           91,330

45 West Second Street
Chillicothe, Ohio                                  1994                         Leased(14)

6269 Frank Ave.
N. Canton, Ohio                                    1992                         Leased(15)
</TABLE>

--------------------------
(Footnotes on following page)


                                       23
<PAGE>
(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 - WCH
      office.

(3)   The lease expires in March 2004. Operations were moved to the Worthington
      location in February 2004.

(4)   The lease is currently on a month to month basis.

(5)   The lease expires in November 2005. Advantage has the option to renew for
      a five-year term.

(6)   The 226 Third Street facility also serves as the Camco Title - Marietta
      office.

(7)   The lease expires in November 2017. Advantage has the option to renew for
      2 five-year terms. The lease is for land only.

(8)   The lease expires in August 2004.

(9)   The net book value above includes construction in progress of $59,523.

(10)  The lease expires in September 2005. Advantage has the option to renew the
      lease for two five-year terms.

(11)  The lease expires in March 2005.

(12)  The 4th Street facility also serves as the Camco Title - New Philadelphia
      office.

(13)  The lease expires in September 2008. Advantage has the option to renew for
      two five-year terms. The net book value above represents construction in
      progress of $91,330.

(14)  The lease expires in September 2004.

(15)  The lease expires in August 2004. Advantage has the option to renew for
      two five-year terms.

      Camco also owns furniture, fixtures and equipment. The net book value of
Camco's investment in office premises and equipment totaled $13.4 million at
December 31, 2003. See Note E of Notes to Consolidated Financial Statements for
additional information.

ITEM 3. LEGAL PROCEEDINGS.

      Neither Camco nor Advantage is presently engaged in any legal proceedings
of a material nature. From time to time, Advantage is involved in legal
proceedings to enforce its security interest in collateral taken as security for
its loans.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      Not applicable.


                                       24
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

      At February 18, 2004, Camco had 7,351,150 shares of common stock
outstanding and held of record by approximately 2,056 stockholders. Price
information for Camco's common stock is quoted on The Nasdaq National Market
("Nasdaq") under the symbol "CAFI." The table below sets forth the high and low
trade information for the common stock of Camco, together with the dividends
declared per share of common stock, for each quarter of 2003, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                            Cash
                                                                          dividends
Year ended December 31, 2003              High             Low            declared
                                          ----             ---            --------
<S>                                      <C>              <C>             <C>
Quarter ending:
  December 31, 2003                      $18.39           $17.06            $0.145
  September 30, 2003                      18.23            15.90             0.145
  June 30, 2003                           17.00            15.00             0.140
  March 31, 2003                          17.08            14.21             0.140

Year ended December 31, 2002
Quarter ending:
  December 31, 2002                      $14.30           $12.95            $0.135
  September 30, 2002                      14.75            13.13             0.135
  June 30, 2002                           14.61            13.00             0.130
  March 31, 2002                          13.35            12.10             0.125

Year ended December 31, 2001
Quarter ending:
  December 31, 2001                      $13.00           $10.95            $0.120
  September 30, 2001                      13.75            12.01             0.120
  June 30, 2001                           12.58            10.60             0.120
  March 31, 2001                          11.38             9.44             0.120
</TABLE>


                                       25
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

      The following tables set forth certain information concerning the
consolidated financial position and results of operations of Camco for the
periods indicated. This selected consolidated financial data should be read in
conjunction with the consolidated financial statements appearing elsewhere in
this report.

<TABLE>
<CAPTION>
SELECTED CONSOLIDATED
  FINANCIAL DATA:(1)                                                                        AT DECEMBER 31,
                                                                         2003          2002          2001          2000        1999
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                            (In thousands)
<S>                                                                <C>           <C>           <C>           <C>           <C>
Total amount of:
  Assets                                                           $1,039,151    $1,083,240    $1,102,652    $1,037,856    $813,482
  Interest-bearing deposits in other financial
    institutions                                                       30,904        36,807        89,299         4,916         247
  Investment securities available for sale - at market                 27,008        38,789           305           309         273
  Investment securities held to maturity                                1,130         5,368        18,872        16,672      16,864
  Mortgage-backed securities available for sale - at market            77,916        97,332         6,975         9,850       6,475
  Mortgage-backed securities held to maturity                           7,704        20,000        30,765         5,273       5,944
  Loans receivable - net(2)                                           805,082       796,958       871,446       930,672     726,225
  Deposits                                                            671,274       694,072       730,075       632,288     461,787
  FHLB advances and other borrowings                                  262,735       276,276       258,850       313,471     279,125
  Stockholders' equity - substantially restricted                      92,543        98,601        95,171        78,750      62,609
</TABLE>

<TABLE>
<CAPTION>
SELECTED CONSOLIDATED
  OPERATING DATA:(1)                                                                    YEAR ENDED DECEMBER 31,
                                                                         2003          2002          2001          2000        1999
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                (In thousands, except per share data)
<S>                                                                   <C>           <C>           <C>           <C>         <C>
Total interest income                                                 $54,875       $66,002       $74,372       $75,671     $51,093
Total interest expense                                                 31,237        38,556        48,433        49,609      29,907
                                                                      -------       -------       -------       -------     -------
Net interest income                                                    23,638        27,446        25,939        26,062      21,186
Provision for losses on loans                                           1,446         1,169           759           568         247
                                                                      -------       -------       -------       -------     -------
Net interest income after provision for losses on loans                22,192        26,277        25,180        25,494      20,939
Other income                                                           11,411        10,100         7,153         5,536       5,190
General, administrative and other expense                              22,404        21,682        18,948        19,530      17,113
Restructuring charges(credits) related to charter consolidation            --          (112)          950            --          --
FHLB advance prepayment fees                                            1,292            --            --            --          --
                                                                      -------       -------       -------       -------     -------

Earnings before federal income taxes                                    9,907        14,807        12,435        11,500       9,016
Federal income taxes                                                    3,051         4,802         3,891         3,848       3,076
                                                                      -------       -------       -------       -------     -------
Net earnings                                                            6,856        10,005         8,544         7,652       5,940

Prepayment fees and restructuring charges(credits)(net of tax)            853           (74)          627            --          --
                                                                      -------       -------       -------       -------     -------

Net earnings from operations                                          $ 7,709       $ 9,931       $ 9,171       $ 7,652     $ 5,940
                                                                      -------       -------       -------       -------     -------

Earnings per share:
  Basic                                                               $  0.92       $  1.27       $  1.20       $  1.11     $  1.04
  Basic from operations                                               $  1.03       $  1.26       $  1.29       $  1.11     $  1.04
  Diluted                                                             $  0.91       $  1.25       $  1.19       $  1.10     $  1.02
  Diluted from operations                                             $  1.02       $  1.24       $  1.28       $  1.10     $  1.02
</TABLE>

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31,
                                                                         2003          2002          2001          2000        1999
                                                                      -------------------------------------------------------------
<S>                                                                     <C>           <C>           <C>           <C>         <C>
Return on average assets(3)                                              0.65%         0.92%         0.80%         0.83%       0.82%
Return on average assets from operations(3)                              0.73          0.91          0.86          0.83        0.82
Return on average equity(3)                                              7.17         10.33          9.83         10.83        9.68
Return on average equity from operations(3)                              8.07         10.25         10.55         10.83        9.68
Average equity to average assets(3)                                      9.01          8.86          8.13          7.64        8.46
Dividend payout ratio(4)                                                61.96         41.34         40.00         43.24       44.37
</TABLE>

----------

(1)   The information as of December 31, 2001 reflects the acquisition of
      Columbia Financial of Kentucky, Inc. The information as of December 31,
      2000 reflects the acquisition of Westwood Homestead Financial Corporation.
      These combinations were accounted for using the purchase method of
      accounting.

(2)   Includes loans held for sale.

(3)   Ratios are based upon the mathematical average of the balances at the
      beginning and the end of the year.

(4)   Represents dividends per share divided by basic earnings per share.


                                       26
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL

      Since its incorporation in 1970, Camco has evolved into a full-service
provider of financial products to the communities served by Advantage Bank.
Utilizing a common marketing theme based on Camco's commitment to personalized
customer service, Camco and its affiliates have grown from $22.4 million of
consolidated assets in 1970 to $1.04 billion of consolidated assets at December
31, 2003. Camco's rate of growth is largely attributable to its acquisitions of
Marietta Savings, First Savings, First Bank for Savings, Germantown Federal,
Westwood Homestead and Columbia Savings and its continued expansion of product
lines from the limited deposit and loan offerings which the Bank could offer in
the heavily regulated environment of the 1970s to the wider array of financial
service products that commercial banks traditionally offered. Additionally,
Camco has enhanced its operational growth by integrating its residential lending
function through establishing mortgage-banking operations in the Bank's primary
market areas and, to a lesser extent, by chartering a title insurance agency.

      Management believes that continued success in the financial services
industry will be achieved by those institutions with a rigorous dedication to
building value-added customer-oriented organizations. Toward this end, each of
the Bank's divisions have the ability to make local decisions for customer
contacts and services, however back-office operations are consolidated and
centralized. Based on consumer preferences, the Bank's management designs
financial service products with a view towards differentiating each of the
constituent divisions from its competition. Management believes that the Bank
divisions' ability to rapidly adapt to consumer needs and preferences is
essential to them as community-based financial institutions competing against
the larger regional and money-center bank holding companies.

      Camco's profitability depends primarily on its level of net interest
income, which is the difference between interest income on interest-earning
assets, principally loans, mortgage-backed securities and investment securities,
and interest expense on deposit accounts and borrowings. In recent years,
Camco's net earnings have also been heavily influenced by its level of other
income, including mortgage banking income and other fee income. Camco's
operations are also affected by general, administrative and other expenses,
including employee compensation and benefits, occupancy expense, data
processing, franchise taxes, advertising, other operating expenses and federal
income tax expense.

FORWARD-LOOKING STATEMENTS

      Certain statements contained in this report that are not historical facts
are forward looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates," "plans," "expects,"
"believes," and similar expressions as they relate to Camco or its management
are intended to identify such forward looking statements. Camco's actual
results, performance or achievements may materially differ from those expressed
or implied in the forward-looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.

CRITICAL ACCOUNTING POLICIES

      The "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as disclosures found elsewhere in this annual
report, are based upon Camco Financial's consolidated financial statements,
which are prepared in accordance with accounting principles generally accepted
in the United States of America ("US GAAP"). The preparation of these financial
statements requires Camco to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. Several factors
are considered in determining whether or not a policy is critical in the
preparation of financial statements. These factors include, among other things,
whether the estimates are significant to the financial statements, the nature of
the estimates, the ability to readily validate the estimates with other
information including third parties or available prices, and sensitivity of the
estimates to changes in economic conditions and whether alternative accounting
methods may be utilized under US GAAP.


                                       27
<PAGE>
      Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan losses,
the valuation of mortgage servicing assets and goodwill impairment. Actual
results could differ from those estimates.

ALLOWANCE FOR LOAN LOSSES

      The procedures for assessing the adequacy of the allowance for loan losses
reflect our evaluation of credit risk after careful consideration of all
information available to us. In developing this assessment, we must rely on
estimates and exercise judgment regarding matters where the ultimate outcome is
unknown such as economic factors, developments affecting companies in specific
industries and issues with respect to single borrowers. Depending on changes in
circumstances, future assessments of credit risk may yield materially different
results, which may require an increase or a decrease in the allowance for loan
losses.

      The allowance is regularly reviewed by management to determine whether the
amount is considered adequate to absorb probable losses. This evaluation
includes specific loss estimates on certain individually reviewed loans,
statistical loss estimates for loan pools that are based on historical loss
experience, and general loss estimates that are based upon the size, quality,
and concentration characteristics of the various loan portfolios, adverse
situations that may affect a borrower's ability to repay, and current economic
and industry conditions. Also considered as part of that judgment is a review of
the Bank's trends in delinquencies and loan losses, as well as trends in
delinquencies and losses for the region and nationally, and economic factors.

      The allowance for loan losses is maintained at a level believed adequate
by management to absorb probable losses inherent in the loan portfolio.
Management's evaluation of the adequacy of the allowance is an estimate based on
management's current judgment about the credit quality of the loan portfolio.
While the Corporation strives to reflect all known risk factors in its
evaluations, judgment errors may occur.

MORTGAGE SERVICING ASSETS

      To determine the fair value of its mortgage servicing rights ("MSRs") each
reporting quarter, management transmits information to a third party provider,
representing individual loan information in each pooling period accompanied by
escrow amounts. The third party then evaluates the possible impairment of MSRs.
This process is described below.

      Servicing assets are recognized as separate assets when loans are sold
with servicing retained. A pooling methodology to the servicing valuation, in
which loans with similar characteristics are "pooled" together, is applied for
valuation purposes. Once pooled, each grouping of loans is evaluated on a
discounted earnings basis to determine the present value of future earnings that
a purchaser could expect to realize from the portfolio. Earnings are projected
from a variety of sources including loan service fees, interest earned on float,
net interest earned on escrow balances, miscellaneous income and costs to
service the loans. The present value of future earnings is the estimated market
value for the pool, calculated using consensus assumptions that a third party
purchaser would utilize in evaluating a potential acquisition of the servicing.
Events that may significantly affect the estimates used are changes in interest
rates and the related impact on mortgage loan prepayment speeds and the payment
performance of the underlying loans. The interest rate for float, which is
supplied by management, takes into consideration the investment portfolio
average yield as well as current short duration investment yields. Management
believes this methodology provides a reasonable estimate. Mortgage loan
prepayment speeds are calculated by the third party provider utilizing the
Economic Outlook as published by the Office of Chief Economist of the Federal
Home Loan Mortgage Corporation ("Freddie Mac") in estimating prepayment speeds
and provides a specific scenario with each evaluation. Based on the assumptions
discussed, pre-tax projections are prepared for each pool of loans serviced.
These earning figures approximate the cash flow that could be received from the
servicing portfolio. Valuation results are presented quarterly to management. At
that time, management reviews the information and the mortgage servicing asset
is marked to lower of amortized cost or market for the current quarter.


                                       28
<PAGE>
GOODWILL

      We have developed procedures to test goodwill for impairment on an annual
basis using June financial data. This testing procedure is outsourced to a third
party that evaluates possible impairment based on the following:

      The test involves assigning tangible assets and liabilities, identified
intangible assets and goodwill to reporting units and comparing the fair value
of each reporting unit to its carrying value including goodwill. The value is
determined assuming a freely negotiated transaction between a willing buyer and
a willing seller, neither being under any compulsion to buy or sell and both
having reasonable knowledge of relevant facts. Accordingly, to derive the fair
value of the reporting unit, the following common approaches to valuing business
combination transactions involving financial institutions are utilized by a
third party selected by Camco: (1) the comparable transactions approach -
specifically based on earnings, book, assets and deposit premium multiples
received in recent sales of comparable thrift franchises; and (2) the discounted
cash flow approach. The application of the valuation techniques takes into
account the reporting unit's operating history, the current market environment
and future prospects. As of the most recent period, the only reporting unit
carrying goodwill is the Bank.

      If the fair value of a reporting unit exceeds its carrying amount,
goodwill of the reporting unit is considered not impaired and no second step is
required. If not, a second test is required to measure the amount of goodwill
impairment. The second test of the overall goodwill impairment compares the
implied fair value of the reporting unit goodwill with the carrying amount of
the goodwill. The impairment loss shall equal the excess of carrying value over
fair value.

      After each testing period, the third party compiles a summary of the test
that is then provided to the audit committee for review.

SUMMARY

      Management believes the accounting estimates related to the allowance for
loan losses, the capitalization, amortization, and valuations of mortgage
servicing assets and the goodwill impairment test are "critical accounting
estimates" because: (1) the estimates are highly susceptible to change from
period to period because they require management to make assumptions concerning
the changes in the types and volumes of the portfolios, rates of future
prepayments, and anticipated economic conditions, and (2) the impact of
recognizing an impairment or loan loss could have a material effect on Camco's
assets reported on the balance sheet as well as its net earnings. Management has
discussed the development and selection of these critical accounting estimates
with the audit committee of the board of directors and the audit committee has
reviewed Camco's disclosures relating to them in this annual report.


                                       29
<PAGE>
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 2002 TO DECEMBER 31,
2003

      At December 31, 2003, Camco's consolidated assets totaled $1.04 billion, a
decrease of $44.1 million, or 4.1%, from the December 31, 2002 total. The
decrease in total assets was comprised primarily of a decrease in investment
securities and mortgage-backed securities, which were partially offset by an
increase in loans receivable.

      Cash and interest-bearing deposits in other financial institutions totaled
$53.7 million at December 31, 2003, a decrease of $3.3 million, or 5.8%, from
December 31, 2002 levels. Investment securities totaled $28.1 million at
December 31, 2003, a decrease of $16.0 million, or 36.3%, from the total at
December 31, 2002. Investment securities purchases were comprised of $10.3
million of intermediate-term FHLB and FNMA bonds, all were callable, with an
average yield of 2.95%. Such purchases were offset by maturities of $21.6
million and sales of $3.8 million during the year.

      Mortgage-backed securities totaled $85.6 million at December 31, 2003, a
decrease of $31.7 million, or 27.0%, from December 31, 2002. Mortgage-backed
securities purchases totaled $114.0 million, while principal repayments totaled
$83.1 million and sales totaled $59.1 million during the year ended December 31,
2003. Purchases of mortgage-backed securities during the year were comprised
primarily of balloon and ten-year amortizing U.S. Government agency securities
yielding 3.56%, which were classified as available for sale.

      Loans receivable and loans held for sale totaled $805.1 million at
December 31, 2003, an increase of $8.1 million, or 1.0%, over the total at
December 31, 2002. The increase resulted primarily from loan disbursements and
purchases totaling $619.5 million, which were substantially offset by loan sales
of $279.0 million and principal repayments of $324.5 million. Loan origination
volume, including purchases of loans, during 2003 exceeded 2002 volume by $44.1
million, or 7.7%, which was primarily attributable to an increase in refinancing
activity following the decreases in the overall level of long-term interest
rates during the two year period ended December 31, 2003. During 2003, Camco
continued to experience a high rate of loan refinance activity as the interest
rate environment remained at almost unprecedented lows. However, as 2003 came to
a close, our production levels had decreased approximately 60% from mid-year
2003. We anticipate current levels of production to continue into 2004.

      The allowance for loan losses totaled $5.6 million and $5.5 million at
December 31, 2003 and 2002, respectively, representing 41.5% and 40.3% of
nonperforming loans at those dates. Nonperforming loans (90 days or more
delinquent plus nonaccrual loans) totaled $13.6 million at both December 31,
2003 and 2002, constituting 1.69% and 1.71% of total net loans, including loans
held for sale, at those dates. At December 31, 2003, nonperforming loans were
comprised of $11.4 million of loans secured by one- to four-family residential
real estate, $1.6 million of loans secured by multi-family, nonresidential real
estate and commercial loans and $557,000 of consumer and other loans. Although
management believes that its allowance for loan losses at December 31, 2003, is
adequate based upon the available facts and circumstances, there can be no
assurance that additions to such allowance will not be necessary in future
periods, which could adversely affect Camco's results of operations.

      Deposits totaled $671.3 million at December 31, 2003, a decrease of $22.8
million, or 3.3%, from December 31, 2002 levels. The decrease resulted primarily
from management's decision not to aggressively bid on certificates of deposit
which matured during 2003, to manage interest rate risk in the current low
interest rate environment. While management has generally pursued a strategy of
moderate growth in the deposit portfolio, Advantage has not historically engaged
in sporadic increases or decreases in interest rates offered, nor has it offered
the highest interest rates available in its market areas.

      Advances from the Federal Home Loan Bank ("FHLB") decreased by $13.5
million, or 4.9%, to a total of $262.7 million at December 31, 2003.

      In the 2003 fourth quarter management restructured $25.4 million of FHLB
borrowings having an average term of 19 months and an average fixed rate of
5.41%, replacing them with variable-rate advances having a weighted-average rate
of approximately 1.00% at December 31, 2003. The prepayment fee incurred was
$853,000 on an after-tax basis, but management believes that the positive net
earnings impact in 2004 could approach $740,000, or $.10 per share, as a result
of the reduced borrowing cost.


                                       30
<PAGE>
      Stockholders' equity totaled $92.5 million at December 31, 2003, a $6.1
million, or 6.1%, decrease from December 31, 2002. The decrease resulted
primarily from purchases of treasury shares totaling $8.0 million, dividends of
$4.2 million and a $1.9 million decrease in the unrealized gains on available
for sale securities, which were partially offset by net earnings of $6.9 million
and proceeds from the exercise of stock options of $1.0 million. The increase in
treasury shares represented purchases under the 5% stock repurchase plan that
was announced in October 2002.

      The Bank is required to maintain minimum regulatory capital pursuant to
federal regulations. During 2003, management was notified by its supervisory
regulators that Advantage was categorized as well-capitalized under the
regulatory framework for prompt corrective action. At December 31, 2003, the
Bank's regulatory capital exceeded all regulatory capital requirements.

COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND
DECEMBER 31, 2002

      GENERAL. Camco's net earnings for the year ended December 31, 2003,
totaled $6.9 million, a decrease of $3.1 million, or 31.5%, from the $10.0
million of net earnings reported in 2002. The decrease in earnings was primarily
attributable to a $3.8 million decrease in net interest income, a one-time
charge of $1.3 million in pre-tax expense associated with the restructuring of a
portion of the Bank's FHLB borrowings, an increase in the provision for losses
on loans of $277,000 and an $834,000 increase in general, administrative and
other expense, which were partially offset by an increase of $1.3 million in
other income and a $1.8 million decrease in the provision for federal income
taxes.

      NET INTEREST INCOME. Total interest income for the year ended December 31,
2003, amounted to $54.9 million, a decrease of $11.1 million, or 16.9%, compared
to 2002, generally reflecting the effects of a decrease of 96 basis points in
the average yield, from 6.39% in 2002 to 5.43% in 2003, and a $22.0 million, or
2.1%, decrease in the average balance of interest-earning assets outstanding
year to year.

      Interest income on loans totaled $48.0 million for the year ended December
31, 2003, a decrease of $9.5 million, or 16.5%, from the comparable 2002 total.
The decrease resulted primarily from a $32.4 million, or 4.0%, decrease in the
average balance outstanding and a 93 basis point decrease in the average yield,
to 6.14% in 2003. Interest income on mortgage-backed securities totaled $3.4
million for the year ended December 31, 2003, a $1.1 million, or 24.0%, decrease
from the 2002 period. The decrease was due primarily to a 149 basis point
decrease in the average yield, to 3.03% in 2003, which was partially offset by a
$13.2 million, or 13.2%, increase in the average balance outstanding. Interest
income on investment securities decreased by $278,000, or 18.0%, due primarily
to a 121 basis point decline in the average yield, to 3.34% in 2003, which was
partially offset by a $3.9 million increase in the average balance outstanding
year to year. Interest income on other interest-earning assets decreased by
$269,000, or 11.0%, due primarily to a decrease in the yield of 9 basis points,
to 2.79% in 2003, and a $6.8 million, or 8.0%, decrease in the average balance
outstanding year to year.

      Interest expense on deposits totaled $16.0 million for the year ended
December 31, 2003, a decrease of $7.0 million, or 30.5%, compared to the year
ended December 31, 2002, due primarily to a 94 basis point decrease in the
average cost of deposits, to 2.46% for 2003, and a $25.1 million, or 3.7%,
decrease in the average balance of interest-bearing deposits outstanding year to
year. Interest expense on borrowings totaled $15.2 million for the year ended
December 31, 2003, a decrease of $296,000, or 1.9%, from 2002. The decrease
resulted primarily from a 27 basis point decrease in the average rate, to 5.56%
in 2003, partially offset by a $7.5 million, or 2.8%, increase in the average
balance outstanding year to year. Decreases in the level of average yields on
interest-earning assets and average cost of interest-bearing liabilities were
due primarily to the overall decrease in interest rates in the economy during
2002 and 2003.

      As a result of the foregoing changes in interest income and interest
expense, net interest income decreased by $3.8 million, or 13.9%, to a total of
$23.6 million for the year ended December 31, 2003. The interest rate spread
decreased to approximately 2.06% at December 31, 2003, from 2.30% at December
31, 2002, while the net interest margin decreased to approximately 2.34% for the
year ended December 31, 2003, compared to 2.66% for the 2002 period.


                                       31
<PAGE>
      PROVISION FOR LOSSES ON LOANS. A provision for losses on loans is charged
to earnings to bring the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the volume and type of
lending conducted by the Bank, the status of past due principal and interest
payments, general economic conditions, particularly as such conditions relate to
the Bank's market areas, and other factors related to the collectibility of the
Bank's loan portfolio. Based upon an analysis of these factors, management
recorded a provision for losses on loans totaling $1.4 million for the year
ended December 31, 2003, an increase of $277,000, or 23.7%, over the provision
recorded in 2002. The provision was predicated primarily on the overall increase
in the loan portfolio, including the increased percentage of loans secured by
commercial real estate within the loan portfolio and an increase in the level of
loan charge-offs year to year. For 2004, we believe the provision will continue
to grow as we anticipate changing our loan mix by increasing the percentage of
commercial loans and consumer loans to total loans. Management believes all
nonperforming loans are adequately collateralized, however, there can be no
assurance that the loan loss allowance will be adequate to absorb losses on
known nonperforming assets or that the allowance will be adequate to cover
losses on nonperforming assets in the future.

      OTHER INCOME. Other income totaled $11.4 million for the year ended
December 31, 2003, an increase of $1.3 million, or 13.0%, compared to 2002. The
increase in other income was primarily attributable to an $810,000 increase in
gain on sale of investment and mortgage-backed securities, an increase of
$337,000, or 26.8%, in title fees, a combined increase of $96,000 in gains on
sale of premises and equipment and real estate acquired through foreclosure, and
an overall increase of $76,000, or 1.3%, in mortgage-banking related income,
partially offset by a $151,000, or 7.1%, decrease in late charges, rent and
other income. The increase in title fees was due primarily to an increase in
production related to the low interest rate environment.

      The increase in mortgage-banking income was comprised of an $840,000, or
30.4%, increase in gain on sale of loans, a $63,000, or 4.1%, increase in loan
servicing fees and a net decrease in the valuation of mortgage servicing rights
of $827,000, or 60.4%. The increase in gain on sale of loans was due primarily
to an increase in the volume of loans sold of $38.5 million, or 16.0%, over the
volume of loans sold in 2002. During 2003, the Bank recorded mortgage servicing
rights on new loan sales totaling $3.5 million and amortization of mortgage
servicing rights totaling $2.9 million, which resulted in a net income item of
$543,000. During 2002, the Bank recorded mortgage servicing rights on new loan
sales totaling $2.7 million, amortization of mortgage servicing rights totaling
$2.1 million and recapture of an impairment charge of $640,000, all of which
resulted in a net income item of $1.4 million. Due to an anticipated drop in
fixed rate residential one- to four-family loan production, we expect a
reduction in mortgage banking income in 2004.

      GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled $23.7 million for the year ended December 31, 2003, an
increase of $2.1 million, or 9.9%, compared to 2002. The increase was due
primarily to the $1.3 million fee associated with the restructuring of a portion
of the Bank's FHLB borrowings and an increase of $348,000, or 3.4%, in employee
compensation and benefits, a $349,000 or 42.5% increase in franchise taxes, a
$324,000, or 9.4%, increase in occupancy and equipment and the absence of
$112,000 related to the reversal of the restructuring charge recognized in 2001.
The increase in employee compensation and benefits was due primarily to an
increase in incentive compensation and health insurance costs, as well as normal
merit increases, which were partially offset by an increase in deferred loan
origination costs related to the increase in lending volume year to year. The
increase in franchise tax expense reflects the effects of refund claims recorded
in 2002. The increase in occupancy and equipment was due primarily to an
increase in office repairs and maintenance expenses, as well as costs associated
with the new Dover office location.

      FEDERAL INCOME TAXES. The provision for federal income taxes totaled $3.1
million for the year ended December 31, 2003, a decrease of $1.8 million, or
36.5%, compared to the provision recorded in 2002. This decrease was primarily
attributable to a $4.9 million, or 33.1%, decrease in pre-tax earnings and the
non-taxable redemption of a life insurance policy. The effective tax rate
amounted to 30.8% and 32.4% for the years ended December 31, 2003 and 2002,
respectively.


                                       32
<PAGE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND
DECEMBER 31, 2001

      GENERAL. Camco's net earnings for the year ended December 31, 2002,
totaled $10.0 million, an increase of $1.5 million, or 17.1%, over the $8.5
million of net earnings reported in 2001. The increase in earnings was primarily
attributable to a one-time charge of $950,000 in pre-tax expense related to the
consolidation of the bank charters in the 2001 period and the recognition of a
$112,000 reversal of this restructuring charge during the 2002 period.
Additionally, net interest income increased by $1.5 million and other income
increased by $2.9 million, while the provision for losses on loans increased by
$410,000, general, administrative and other expense increased by $2.7 million
(excluding the effects of the restructuring charge) and the provision for
federal income taxes increased by $911,000.

      Income and expenses for 2002 include the effects of the acquisition of
Columbia Financial, which was acquired by Camco in November 2001 in a
transaction accounted for using the purchase method of accounting.

      NET INTEREST INCOME. Total interest income for the year ended December 31,
2002, amounted to $66.0 million, a decrease of $8.4 million, or 11.3%, compared
to 2001, generally reflecting the effects of a decrease of 110 basis points in
the average yield, from 7.49% in 2001 to 6.39% in 2002, which was partially
offset by a $39.4 million, or 4.0%, increase in the average balance of
interest-earning assets outstanding year to year.

      Interest income on loans totaled $57.5 million for the year ended December
31, 2002, a decrease of $12.0 million, or 17.3%, from the comparable 2001 total.
The decrease resulted primarily from a $77.7 million, or 8.7%, decrease in the
average balance outstanding and a 72 basis point decrease in the average yield
to 7.07% in 2002. Interest income on mortgage-backed securities totaled $4.5
million for the year ended December 31, 2002, a $3.5 million, or 327.1%,
increase over the 2001 period. The increase was due primarily to an $81.6
million, or 439.7%, increase in the average balance outstanding, which was
partially offset by a 119 basis point decrease in the average yield to 4.52% in
2002. Interest income on investment securities increased by $849,000, or 122.0%,
due primarily to a $22.3 million increase in the average balance outstanding
year to year, which was partially offset by a 144 basis point decline in the
average yield to 4.55% in the 2002 period. Interest income on other
interest-earning assets decreased by $700,000, or 22.2%, due primarily to a
decrease in the yield of 150 basis points to 2.88% in 2002, which was partially
offset by a $13.1 million, or 18.2%, increase in the average balance outstanding
year to year.

      Interest expense on deposits totaled $23.1 million for the year ended
December 31, 2002, a decrease of $8.3 million, or 26.4%, compared to the year
ended December 31, 2001, due primarily to a 151 basis point decrease in the
average cost of deposits, to 3.40% for 2002, which was partially offset by a
$39.2 million, or 6.1%, increase in the average balance of interest-bearing
deposits outstanding year to year. Interest expense on borrowings totaled $15.5
million for the year ended December 31, 2002, a decrease of $1.6 million, or
9.4%, from the 2001 period. The decrease resulted primarily from a $15.1
million, or 5.4%, decrease in the average balance outstanding year to year and a
26 basis point decrease in the average rate, to 5.83% in 2002. Decreases in the
level of average yields on interest-earning assets and average cost of
interest-bearing liabilities were due primarily to the overall decrease in
interest rates in the economy during 2001 and 2002.

      As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $1.5 million, or 5.8%, to a total of
$27.4 million for the year ended December 31, 2002. The interest rate spread
increased to approximately 2.30% at December 31, 2002, from 2.22% at December
31, 2001, while the net interest margin increased to approximately 2.66% for the
year ended December 31, 2002, compared to 2.61% for the 2001 period.

      PROVISION FOR LOSSES ON LOANS. A provision for losses on loans is charged
to earnings to bring the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the volume and type of
lending conducted by the Bank, the status of past due principal and interest
payments, general economic conditions, particularly as such conditions relate to
the Bank's market areas, and other factors related to the collectibility of the
Bank's loan portfolio. Based upon an analysis of these factors, management
recorded a provision for losses on loans totaling $1.2 million for the year
ended December 31, 2002, an increase of $410,000, or 54.0%, over the provision
recorded in 2001. The 2002 provision generally reflects the $5.7 million
increase in the level of


                                       33
<PAGE>
nonperforming loans. The provision also reflects the increasing percentage of
loans secured by nonresidential real estate and consumer loans in relation to
total loans during 2002.

      OTHER INCOME. Other income totaled $10.1 million for the year ended
December 31, 2002, an increase of $2.9 million, or 41.2%, compared to 2001. The
increase in other income was primarily attributable to a combined increase of
$2.6 million, or 82.9%, in mortgage-banking related income, an increase of
$140,000, or 7.1%, in late charges, rent and other and a $176,000, or 21.0%,
increase in service charges and other fees on deposits, partially offset by a
combined decrease of $100,000 in gain on sale of premises and equipment and real
estate acquired through foreclosure.

      The increase in mortgage-banking income was comprised of a $1.8 million
increase in the valuation of mortgage servicing rights, a $573,000, or 26.1%,
increase in gain on sale of loans and a $176,000, or 12.8%, increase in loan
servicing fees. During 2002, the Bank recorded mortgage servicing rights on new
loan sales totaling $2.7 million, amortization of mortgage servicing rights
totaling $2.1 million and recapture of an impairment charge of $640,000, all of
which resulted in a net income item of $1.4 million. During 2001, the Bank
recorded mortgage servicing rights on new loan sales totaling $2.3 million,
amortization of mortgage servicing rights totaling $1.5 million and an
impairment charge of $1.3 million, all of which resulted in an expense totaling
$500,000. The increase in the gain on sale of loans was due primarily to an
increase in the volume of loans sold of $25.3 million, or 11.7%, over the volume
of loans sold in 2001. The increase in loan servicing fees was primarily due to
an increase in the amount of loans being serviced. The increase in service
charges and other fees on deposits is primarily due to an increase in service
fees on transaction accounts and check cashing fees. The increase in late
charges, rent and other is due to income from credit card and ATM activity, fees
for commercial loans and insurance fees earned.

      GENERAL, ADMINISTRATIVE AND OTHER EXPENSE. General, administrative and
other expense totaled $21.6 million for the year ended December 31, 2002, an
increase of $1.7 million, or 8.4%, compared to 2001. The increase in general,
administrative and other expense was due primarily to an increase of $2.3
million, or 28.9%, in employee compensation and benefits, a $287,000, or 9.0%,
increase in occupancy and equipment, and an increase of $691,000, or 15.1%, in
other operating expense, which were partially offset by the effects of a
nonrecurring restructuring charge totaling $950,000 recorded in 2001 and the
$112,000 restructuring credit recognized in 2002, as well as a $297,000, or
26.6% decrease in franchise taxes, a $167,000, or 12.4%, decrease in data
processing and a $150,000 decrease in goodwill amortization. The increase in
employee compensation and benefits was due primarily to the acquisition of the
Columbia division, an increase in management staffing levels, an increase in
incentive compensation and other benefit plan costs and normal merit
compensation increases, which were partially offset by an increase in deferred
loan origination costs related to the increase in lending volume year to year.
Camco increased its management staffing complement year to year as it continues
to implement its corporate strategy following the 2001 restructuring plan. The
increase in occupancy and equipment resulted primarily from the inclusion of
Columbia. The increase in other operating expense was due primarily to costs
incurred at the Columbia division and increases in legal expense, costs
associated with real estate acquired through foreclosure, office supplies and
costs associated with the increase in lending volume year to year. The decrease
in franchise tax expense reflects the effects of refund claims on prior year tax
filings. The decrease in data processing was due primarily to efficiencies
realized related to the consolidation of the Bank charters. The decrease in
goodwill amortization was due to the adoption of SFAS No. 142, a new accounting
standard which eliminates goodwill amortization. The restructuring credit
resulted from severance charges recorded in 2001 that were not utilized due
primarily to early terminations.

      FEDERAL INCOME TAXES. The provision for federal income taxes totaled $4.8
million for the year ended December 31, 2002, an increase of $911,000, or 23.4%,
compared to the provision recorded in 2001. This increase was primarily
attributable to a $2.4 million, or 19.1%, increase in pre-tax earnings year to
year and the 2001 receipt of refunds claimed for prior years' tax liabilities.
The effective tax rate amounted to 32.4% and 31.3% for the years ended December
31, 2002 and 2001, respectively.


                                       34
<PAGE>
AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA

The following table presents for the periods indicated the total dollar amount
of interest income from average interest-earning assets and the resulting
yields, and the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates, and the net interest margin. The table does
not reflect any effect of income taxes. Balances are based on the average of
month-end balances which, in the opinion of management, do not differ materially
from daily balances.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                            2003                              2002
                                               AVERAGE    INTEREST    AVERAGE    AVERAGE    INTEREST   AVERAGE
                                             OUTSTANDING   EARNED/    YIELD/   OUTSTANDING   EARNED/   YIELD/
                                               BALANCE      PAID       RATE      BALANCE      PAID      RATE
                                                                   (Dollars in thousands)
<S>                                          <C>          <C>         <C>      <C>          <C>        <C>
Interest-earning assets:
  Loans receivable(1)                         $  781,175   $47,982     6.14%   $  813,541    $57,478     7.07%
  Mortgage-backed securities(2)                  113,392     3,439     3.03       100,165      4,523     4.52
  Investment securities(2)                        37,881     1,267     3.34        33,963      1,545     4.55
  Interest-bearing deposits and other
    interest-earning assets                       78,364     2,187     2.79        85,189      2,456     2.88
                                              ----------   -------   ------    ----------    -------   ------
     Total interest-earning assets            $1,010,812    54,875     5.43    $1,032,858     66,002     6.39
                                              ==========                       ==========

Interest-bearing liabilities:
  Deposits                                    $  652,710    16,037     2.46    $  677,800     23,060     3.40
  FHLB advances                                  273,147    15,200     5.56       265,614     15,496     5.83
                                              ----------   -------   ------    ----------    -------   ------

     Total interest-bearing liabilities       $  925,857    31,237     3.37    $  943,414     38,556     4.09
                                              ==========   -------   ------    ==========    -------   ------

Net interest income/Interest rate spread                   $23,638     2.06%                 $27,446     2.30%
                                                           =======   ======                  =======   ======

Net interest margin(3)                                                 2.34%                             2.66%
                                                                     ======                            ======

Average interest-earning assets to average
  interest-bearing liabilities                                       109.18%                           109.48%
                                                                     ======                            ======
</TABLE>

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                                            2001
                                                               AVERAGE    INTEREST   AVERAGE
                                                             OUTSTANDING   EARNED/    YIELD/
                                                               BALANCE      PAID       RATE
                                                                   (Dollars in thousands)
<S>                                                          <C>          <C>       <C>
Interest-earning assets:
  Loans receivable(1)                                         $891,220    $69,461     7.79%
  Mortgage-backed securities(2)                                 18,561      1,059     5.71
  Investment securities(2)                                      11,621        696     5.99
  Interest-bearing deposits and other
    interest-earning assets                                     72,052      3,156     4.38
                                                              --------    -------   ------
     Total interest-earning assets                            $993,454     74,372     7.49
                                                              ========

Interest-bearing liabilities:
  Deposits                                                    $638,581     31,324     4.91
  FHLB advances                                                280,747     17,109     6.09
                                                              --------    -------   ------

     Total interest-bearing liabilities                       $919,328     48,433     5.27
                                                              ========    -------   ------

Net interest income/Interest rate spread                                  $25,939     2.22%
                                                                          =======   ======

Net interest margin(3)                                                                2.61%
                                                                                    ======

Average interest-earning assets to average
  interest-bearing liabilities                                                      108.06%
                                                                                    ======
</TABLE>

----------

(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.


                                       35
<PAGE>
RATE/VOLUME TABLE

The following table describes the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected Camco's interest income and expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and volume.

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                          2003 VS. 2002                                2002 VS. 2001
                                                             INCREASE                                    INCREASE
                                                            (DECREASE)                                  (DECREASE)
                                                              DUE TO                                      DUE TO
                                                VOLUME         RATE           TOTAL        VOLUME          RATE          TOTAL
                                                                               (In thousands)
<S>                                            <C>        <C>              <C>            <C>          <C>             <C>
Interest income attributable to:
  Loans receivable(1)                          $(2,217)      $(7,279)      $ (9,496)      $(5,781)      $ (6,202)      $(11,983)
  Mortgage-backed securities                       729        (1,813)        (1,084)        3,729           (265)         3,464
  Investment securities                            215          (493)          (278)        1,052           (203)           849
  Interest-bearing deposits and other(2)          (192)          (77)          (269)          507         (1,207)          (700)
                                               -------       -------       --------       -------       --------       --------
     Total interest income                      (1,465)       (9,662)       (11,127)         (493)        (7,877)        (8,370)

Interest expense attributable to:
  Deposits                                        (826)       (6,197)        (7,023)        1,825        (10,089)        (8,264)
  BORROWINGS                                       472          (768)          (296)         (900)          (713)        (1,613)
                                               -------       -------       --------       -------       --------       --------
     Total interest expense                       (354)       (6,965)        (7,319)          925        (10,802)        (9,877)
                                               -------       -------       --------       -------       --------       --------

Increase(decrease) in net interest income      $(1,111)      $(2,697)      $ (3,808)      $(1,418)      $  2,925       $  1,507
                                               =======       =======       ========       =======       ========       ========
</TABLE>

----------

(1)   Includes loans held for sale.

(2)   Includes interest-bearing deposits.

YIELDS EARNED AND RATES PAID

The following table sets forth the weighted-average yields earned on Camco's
interest-earning assets, the weighted-average interest rates paid on Camco's
interest-bearing liabilities and the interest rate spread between the
weighted-average yields earned and rates paid by Camco at the dates indicated.

<TABLE>
<CAPTION>
                                                                                         AT DECEMBER 31,
                                                                                 2003         2002          2001
<S>                                                                              <C>          <C>           <C>
Weighted-average yield on:
  Loan portfolio(1)                                                              5.81%        6.87%         7.28%
  Investment portfolio(2)                                                        3.40         3.40          3.61
  Total interest-earning assets                                                  5.38         6.52          6.63

Weighted-average rate paid on:
  Deposits                                                                       2.10         2.86          4.08
  FHLB advances                                                                  5.13         5.63          6.02
  Total interest-bearing liabilities                                             2.96         3.65          4.59
                                                                                 ----         ----          ----

Interest rate spread                                                             2.42%        2.87%         2.04%
                                                                                 ====         ====          ====
</TABLE>

----------

(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.


                                       36
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The objective of the Bank's asset/liability management function is to
maintain consistent growth in net interest income within the Bank's policy
limits. This objective is accomplished through management of the Bank's balance
sheet composition, liquidity, and interest rate risk exposures arising from
changing economic conditions, interest rates and customer preferences.

      The goal of liquidity management is to provide adequate funds to meet
changes in loan demand or unexpected deposit withdrawals. This is accomplished
by maintaining liquid assets in the form of investment securities, maintaining
sufficient unused borrowing capacity and achieving consistent growth in core
deposits.

      Management considers interest rate risk the Bank's most significant market
risk. Interest rate risk is the exposure to adverse changes in net interest
income due to changes in interest rates. Consistency of the Bank's net interest
income is largely dependent upon the effective management of interest rate risk.

      To identify and manage its interest rate risk the Bank employs an earnings
simulation model to analyze net interest income sensitivity to changing interest
rates. The model is based on actual cash flows and repricing characteristics and
incorporates market-based assumptions regarding the effect of changing interest
rates on the prepayment rates of certain assets and liabilities. The model also
includes senior management projections for activity levels in each of the
product lines offered by the Bank. Assumptions based on the historical behavior
of deposit rates and balances in relation to changes in interest rates are also
incorporated into the model. Assumptions are inherently uncertain and the
measurement of net interest income or the impact of rate fluctuations on net
interest income cannot be precisely predicted. Actual results may differ from
simulated results due to timing, magnitude, and frequency of interest rate
changes as well as changes in market conditions and management strategies.

      The Bank's Asset/Liability Management Committee ("ALCO"), which includes
senior management representatives and reports to the Board of Directors,
monitors and manages interest rate risk within Board-approved policy limits. The
Bank's current interest rate risk position is determined by measuring the
anticipated change in net interest income over a 12 month horizon assuming a 200
basis point (bp) instantaneous and parallel shift (linear) increase or decrease
in all interest rates. Given the current federal funds rate of 1.0% at December
31, 2003, a linear 100bp decrease was modeled in the estimated earnings
sensitivity profile in place of the linear 200bp decrease in accordance with the
Bank's interest rate risk policy. Current policy limits this exposure to plus or
minus 25% of net interest income for a 12-month horizon.

      The following table shows the Bank's estimated earnings sensitivity
profile as of December 31, 2003:

<TABLE>
<CAPTION>
         CHANGE IN                                   PERCENTAGE CHANGE IN
      INTEREST RATES                                  NET INTEREST INCOME
      (BASIS POINTS)                                       12 MONTHS
      --------------                                       ---------
<S>                                                  <C>
           +200                                              8.6%
           -100                                             (6.8)%
</TABLE>

      Given a 200bp linear increase in the yield curve used in the simulation
model, it is estimated net interest income for the Bank would increase by 8.6%
over one year. A 100bp linear decrease in interest rates would decrease net
interest income by 6.8% over one year. All of these estimated changes in net
interest income are within the policy guidelines established by the Board of
Directors. Management does not expect any significant adverse effect on net
interest income in 2003 based on the composition of the portfolio and
anticipated upward trends in rates.

      In order to reduce the exposure to interest rate fluctuations and to
manage liquidity, the Bank has developed sale procedures for several types of
interest-sensitive assets. Generally, all long-term, fixed-rate single family
residential mortgage loans underwritten according to Federal Home Loan Mortgage
Corporation ("FHLMC") or Federal National Mortgage Association ("FNMA")
guidelines are sold for cash upon origination. A total of $279.0 million and
$240.5 million of such loans were sold to the FHLMC, FNMA and other parties
during 2003 and 2002, respectively.


                                       37
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Camco, like other financial institutions, is required under applicable federal
regulations to maintain sufficient funds to meet deposit withdrawals, loan
commitments and expenses. Liquid assets consist of cash and interest-bearing
deposits in other financial institutions, investments and mortgage-backed
securities. Management monitors and assesses liquidity needs daily in order to
meet deposit withdrawals, loan commitments and expenses.

The following table sets forth information regarding the Bank's obligations and
commitments to make future payments under contract as of December 31, 2003.

<TABLE>
<CAPTION>
                                                                 PAYMENTS DUE BY PERIOD
                                                      LESS                                    MORE
                                                      THAN          1-3           3-5         THAN
                                                     1 YEAR        YEARS         YEARS       5 YEARS         TOTAL
                                                                           (In thousands)
<S>                                                 <C>           <C>           <C>          <C>           <C>
Contractual obligations:
  Operating lease obligations                       $    205      $    229      $    169     $    219      $    822
  Advances from the Federal Home Loan Bank            29,408         1,168        23,722      208,437       262,735
  Certificates of deposit                            178,290       146,297        37,420          586       362,593

Amount of commitments expiration per period
  Commitments to originate loans:
    Overdraft lines of credit                            892            --            --           --           892
    Home equity/commercial lines of credit            58,937            --            --           --        58,937
    One- to four-family and multi-family loans         4,237            --            --           --         4,237
    Non-residential real estate and land loans        11,227            --            --           --        11,227
                                                    --------      --------      --------     --------      --------

         Total contractual obligations              $283,196      $147,694      $ 61,311     $209,242      $701,443
                                                    ========      ========      ========     ========      ========
</TABLE>

Advantage Bank anticipates that it will have sufficient funds available to meet
its current loan commitments. Based upon historical deposit flow data, the
Bank's competitive pricing in its market and management's experience, management
believes that a significant portion of maturing certificates of deposit will
remain with the Bank.

The Bank engages in off-balance sheet credit-related activities that could
require Advantage to make cash payments in the event that specified future
events occur. The contractual amounts of these activities represent the maximum
exposure to the Bank. However, certain off-balance sheet commitments are
expected to expire or be only partially used; therefore, the total amount of
commitments does not necessarily represent future cash requirements. These
off-balance sheet activities are necessary to meet the financing needs of the
Bank's customers.

Liquidity management is both a daily and long-term function of Advantage's
management strategy. In the event that the Bank should require funds beyond its
ability to generate them internally, additional funds are available through the
use of FHLB advances, brokered deposits, and through the sales of loans and/or
securities.


                                       38
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Camco Financial Corporation

We have audited the accompanying consolidated statements of financial condition
of Camco Financial Corporation as of December 31, 2003 and 2002, and the related
consolidated statements of earnings, comprehensive income, stockholders' equity
and cash flows for each of the years in the three year period ended December 31,
2003. These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Camco Financial
Corporation as of December 31, 2003 and 2002, and the consolidated results of
its operations and its cash flows for each of the years in the three year period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.


/s/ GRANT THORNTON LLP

Cincinnati, Ohio
February 5, 2004


                                       39
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                  December 31,
                        (In thousands, except share data)

<TABLE>
<CAPTION>
         ASSETS                                                                                  2003              2002
<S>                                                                                       <C>               <C>
Cash and due from banks                                                                   $    22,807       $    20,215
Interest-bearing deposits in other financial institutions                                      30,904            36,807
                                                                                          -----------       -----------
         Cash and cash equivalents                                                             53,711            57,022

Investment securities available for sale - at market                                           27,008            38,789
Investment securities held to maturity - at cost, approximate market
  value of $1,204 and $5,501 as of December 31, 2003 and 2002, respectively                     1,130             5,368
Mortgage-backed securities available for sale - at market                                      77,916            97,332
Mortgage-backed securities held to maturity - at cost, approximate market
  value of $7,839 and $20,634 as of December 31, 2003 and 2002, respectively                    7,704            20,000
Loans held for sale - at lower of cost or market                                                5,457            55,493
Loans receivable - net                                                                        799,625           741,465
Office premises and equipment - net                                                            13,380            14,492
Real estate acquired through foreclosure                                                        1,463             1,589
Federal Home Loan Bank stock - at cost                                                         24,494            23,539
Accrued interest receivable                                                                     4,088             4,922
Prepaid expenses and other assets                                                               1,524             2,130
Cash surrender value of life insurance                                                         17,740            17,372
Goodwill - net of accumulated amortization                                                      2,953             2,953
Prepaid federal income taxes                                                                      958               774
                                                                                          -----------       -----------

         Total assets                                                                     $ 1,039,151       $ 1,083,240
                                                                                          ===========       ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                  $   671,274       $   694,072
Advances from the Federal Home Loan Bank                                                      262,735           276,276
Advances by borrowers for taxes and insurance                                                   3,494             3,509
Accounts payable and accrued liabilities                                                        4,102             4,298
Dividends payable                                                                               1,063             1,046
Deferred federal income taxes                                                                   3,940             5,438
                                                                                          -----------       -----------
         Total liabilities                                                                    946,608           984,639

Commitments                                                                                        --                --

Stockholders' equity
  Preferred stock - $1 par value; authorized 100,000 shares; no shares outstanding                 --                --
  Common stock - $1 par value; authorized 14,900,000 shares; 8,428,946 and
    8,311,145 shares issued at December 31, 2003 and 2002, respectively                         8,429             8,311
  Additional paid-in capital                                                                   55,132            54,063
  Retained earnings - substantially restricted                                                 45,121            42,497
  Accumulated other comprehensive income - unrealized gains on securities
    designated as available for sale, net of related tax effects                                  206             2,098
  Less 1,096,523 and 622,260 shares of treasury stock at December 31, 2003 and 2002,
    respectively - at cost                                                                    (16,345)           (8,368)
                                                                                          -----------       -----------
         Total stockholders' equity                                                            92,543            98,601
                                                                                          -----------       -----------

         Total liabilities and stockholders' equity                                       $ 1,039,151       $ 1,083,240
                                                                                          ===========       ===========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       40
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS

              For the years ended December 31, 2003, 2002 and 2001
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            2003           2002           2001
<S>                                                                     <C>            <C>            <C>
Interest income
  Loans                                                                 $ 47,982       $ 57,478       $ 69,461
  Mortgage-backed securities                                               3,439          4,523          1,059
  Investment securities                                                    1,267          1,545            696
  Interest-bearing deposits and other                                      2,187          2,456          3,156
                                                                        --------       --------       --------
         Total interest income                                            54,875         66,002         74,372

Interest expense
  Deposits                                                                16,037         23,060         31,324
  Borrowings                                                              15,200         15,496         17,109
                                                                        --------       --------       --------
         Total interest expense                                           31,237         38,556         48,433
                                                                        --------       --------       --------

         Net interest income                                              23,638         27,446         25,939

Provision for losses on loans                                              1,446          1,169            759
                                                                        --------       --------       --------

         Net interest income after provision for losses on loans          22,192         26,277         25,180

Other income
  Late charges, rent and other                                             1,964          2,115          1,975
  Title fees                                                               1,596          1,259          1,137
  Loan servicing fees                                                      1,617          1,554          1,378
  Gain on sale of loans - net                                              3,607          2,767          2,194
  Valuation of mortgage servicing rights - net                               543          1,370           (461)
  Service charges and other fees on deposits                               1,157          1,014            838
  Gain on sale of investment and mortgage-backed securities                  839             29             --
  Gain (loss) on sale of real estate acquired through foreclosure             52             (8)            62
  Gain on sale of premises and equipment                                      36             --             30
                                                                        --------       --------       --------
         Total other income                                               11,411         10,100          7,153

General, administrative and other expense
  Employee compensation and benefits                                      10,516         10,168          7,887
  Occupancy and equipment                                                  3,783          3,459          3,172
  Data processing                                                          1,330          1,178          1,345
  Advertising                                                                763            794            705
  Franchise taxes                                                          1,170            821          1,118
  Amortization of goodwill                                                    --             --            150
  Other operating                                                          4,842          5,262          4,571
  Federal Home Loan Bank advance prepayment fees                           1,292             --             --
  Restructuring charges (credits) related to charter consolidation            --           (112)           950
                                                                        --------       --------       --------
         Total general, administrative and other expense                  23,696         21,570         19,898
                                                                        --------       --------       --------

         Earnings before federal income taxes                              9,907         14,807         12,435

Federal income taxes
  Current                                                                  3,574          3,149          2,715
  Deferred                                                                  (523)         1,653          1,176
                                                                        --------       --------       --------
         Total federal income taxes                                        3,051          4,802          3,891
                                                                        --------       --------       --------

         NET EARNINGS                                                   $  6,856       $ 10,005       $  8,544
                                                                        ========       ========       ========

         EARNINGS PER SHARE
           Basic                                                        $    .92       $   1.27       $   1.20
                                                                        ========       ========       ========

           Diluted                                                      $    .91       $   1.25       $   1.19
                                                                        ========       ========       ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       41
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

              For the years ended December 31, 2003, 2002 and 2001
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                               2003           2002         2001
<S>                                                                         <C>           <C>            <C>
Net earnings                                                                $ 6,856       $ 10,005       $8,544

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities during the period,
    net of taxes (benefits) of $(689), $1,035 and $53 in 2003, 2002
    and 2001, respectively                                                   (1,338)         2,010          103

  Reclassification adjustment for realized gains included in earnings,
    net of taxes of $285 and $10 for the years ended December 31,
    2003 and 2002, respectively                                                (554)           (19)          --
                                                                            -------       --------       ------

Comprehensive income                                                        $ 4,964       $ 11,996       $8,647
                                                                            =======       ========       ======

Accumulated other comprehensive income                                      $   206       $  2,098       $  107
                                                                            =======       ========       ======
</TABLE>

The accompanying notes are an integral part of these statements.


                                       42
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              For the years ended December 31, 2003, 2002 and 2001
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                            UNREALIZED
                                                                                          GAINS (LOSSES)
                                                                                          ON SECURITIES
                                                                ADDITIONAL                  DESIGNATED                    TOTAL
                                                       COMMON     PAID-IN     RETAINED     AS AVAILABLE    TREASURY    STOCKHOLDERS'
                                                        STOCK     CAPITAL     EARNINGS       FOR SALE        STOCK        EQUITY
<S>                                                    <C>      <C>           <C>         <C>              <C>         <C>
Balance at January 1, 2001                             $7,058     $41,551     $ 31,553       $     4       $ (1,416)     $ 78,750

Stock options exercised                                   116       1,146           --            --             --         1,262
Cash dividends declared - $.48 per share                   --          --       (3,476)           --             --        (3,476)
Net earnings for the year ended December 31, 2001          --          --        8,544            --             --         8,544
Purchase of Columbia Financial of Kentucky, Inc.          963       9,025           --            --             --         9,988
Unrealized gains on securities designated as
  available for sale, net of related tax effects           --          --           --           103             --           103
                                                       ------     -------     --------       -------       --------      --------

Balance at December 31, 2001                            8,137      51,722       36,621           107         (1,416)       95,171

Finalization of Columbia Financial acquisition             --         432           --            --           (638)         (206)
Stock options exercised                                   174       1,909           --            --             --         2,083
Cash dividends declared - $.525 per share                  --          --       (4,129)           --             --        (4,129)
Net earnings for the year ended December 31, 2002          --          --       10,005            --             --        10,005
Purchase of treasury shares                                --          --           --            --         (6,314)       (6,314)
Unrealized gains on securities designated as
  available for sale, net of related tax effects           --          --           --         1,991             --         1,991
                                                       ------     -------     --------       -------       --------      --------

Balance at December 31, 2002                            8,311      54,063       42,497         2,098         (8,368)       98,601

Stock options exercised                                   118       1,069           --            --             --         1,187
Cash dividends declared - $.57 per share                   --          --       (4,232)           --             --        (4,232)
Net earnings for the year ended December 31, 2003          --          --        6,856            --             --         6,856
Purchase of treasury shares                                --          --           --            --         (7,977)       (7,977)
Unrealized losses on securities designated as
  available for sale, net of related tax effects           --          --           --        (1,892)            --        (1,892)
                                                       ------     -------     --------       -------       --------      --------

Balance at December 31, 2003                           $8,429     $55,132     $ 45,121       $   206       $(16,345)     $ 92,543
                                                       ======     =======     ========       =======       ========      ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       43
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the years ended December 31, 2003, 2002 and 2001
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                         2003            2002            2001
<S>                                                                                 <C>             <C>             <C>
Cash flows from operating activities:
  Net earnings for the year                                                         $   6,856       $  10,005       $   8,544
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of goodwill                                                               --              --             150
    Amortization of premiums and discounts on investment and
      mortgage-backed securities - net                                                  2,418             828              87
    Amortization of mortgage servicing rights - net                                     2,922           1,404           2,848
    Depreciation and amortization                                                       1,879           1,714           1,655
    Amortization of purchase accounting adjustments - net                                   5             242             303
    Provision for losses on loans                                                       1,446           1,169             759
    Provision for losses on real estate acquired through foreclosure                       30             131              --
    Amortization of deferred loan origination fees                                       (398)           (609)           (683)
    (Gain) loss on sale of real estate acquired through foreclosure                       (52)              8             (62)
    Gain on sale of investment and mortgage-backed securities
      transactions                                                                       (839)            (29)             --
    Gain on sale of office premises and equipment                                         (36)             --             (30)
    Federal Home Loan Bank stock dividends                                               (955)         (1,058)         (1,367)
    Gain on sale of loans                                                              (3,607)         (2,767)         (2,194)
    Loans originated for sale in the secondary market                                (228,969)       (274,597)       (232,499)
    Proceeds from sale of mortgage loans in the secondary market                      282,612         243,316         217,483
    Tax benefits related to exercise of stock options                                     210             197              --
    Increase (decrease) in cash, net of acquisition of Columbia Financial
      of Kentucky, Inc., due to changes in:
        Accrued interest receivable                                                       834             847             893
        Prepaid expenses and other assets                                                 606           2,649          (2,921)
        Accounts payable and other liabilities                                           (196)         (6,537)          2,432
        Federal income taxes
          Current                                                                        (184)           (182)           (248)
          Deferred                                                                       (523)          1,653           1,176
                                                                                    ---------       ---------       ---------
         Net cash provided by (used in) operating activities                           64,059         (21,616)         (3,674)

Cash flows provided by (used in) investing activities:
  Proceeds from maturities of investment securities                                    21,596          41,251          19,480
  Proceeds from sale of investment securities designated as available for sale          3,811              44              --
  Purchase of investment securities designated as available for sale                  (10,341)        (64,942)             --
  Purchase of investment securities designated as held to maturity                         --          (1,048)        (10,495)
  Proceeds from sale of mortgage-backed securities designated as
    available for sale                                                                 59,111           1,087              --
  Purchase of mortgage-backed securities designated as available for sale            (112,989)       (113,125)             --
  Purchase of mortgage-backed securities designated as held to maturity                  (961)             --         (15,228)
  Principal repayments on mortgage-backed securities                                   83,058          34,377           4,865
  Loan disbursements                                                                 (378,511)       (297,668)       (126,582)
  Purchases of loans                                                                  (12,056)         (3,181)         (2,527)
  Principal repayments on loans                                                       324,463         407,042         268,347
  Purchase of office premises and equipment - net                                        (876)         (1,852)         (1,711)
  Proceeds from sale of office premises and equipment                                     145             355             119
  Proceeds from sale of real estate acquired through foreclosure                        4,158             651           1,806
  Additions to real estate acquired through foreclosure                                    --             (12)            (60)
  Purchase of Federal Home Loan Bank stock                                                 --              --            (100)
  Purchase of life insurance                                                               --            (825)         (9,445)
  Proceeds from redemption of life insurance                                              422              --              --
  Net increase in cash surrender value of life insurance                                 (790)           (796)           (307)
  Purchase of Columbia Financial of Kentucky, Inc.                                         --            (206)         (3,000)
                                                                                    ---------       ---------       ---------
         Net cash provided by (used in) investing activities                          (19,760)          1,152         125,162
                                                                                    ---------       ---------       ---------
         Net cash provided by (used in) operating and investing
           activities (balance carried forward)                                        44,299         (20,464)        121,488
                                                                                    ---------       ---------       ---------
</TABLE>


                                       44
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

              For the years ended December 31, 2003, 2002 and 2001
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                     2003            2002            2001
<S>                                                                              <C>            <C>             <C>
         Net cash provided by (used in) operating and investing
           activities (balance brought forward)                                  $ 44,299       $ (20,464)      $ 121,488

Cash flows provided by (used in) financing activities:
  Net increase (decrease) in deposits                                             (22,798)        (36,003)         16,716
  Proceeds from Federal Home Loan Bank advances                                    73,850          68,500          50,451
  Repayment of Federal Home Loan Bank advances                                    (87,432)        (51,151)       (105,072)
  Dividends paid on common stock                                                   (4,215)         (4,045)         (3,346)
  Proceeds from exercise of stock options                                             977           1,886           1,262
  Purchase of treasury shares                                                      (7,977)         (6,314)             --
  Decrease in advances by borrowers for taxes and insurance                           (15)           (351)           (604)
                                                                                 --------       ---------       ---------
         Net cash used in financing activities                                    (47,610)        (27,478)        (40,593)
                                                                                 --------       ---------       ---------

Net increase (decrease) in cash and cash equivalents                               (3,311)        (47,942)         80,895

Cash and cash equivalents at beginning of year                                     57,022         104,964          24,069
                                                                                 --------       ---------       ---------
Cash and cash equivalents at end of year                                         $ 53,711       $  57,022       $ 104,964
                                                                                 ========       =========       =========

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest on deposits and borrowings                                          $ 31,452       $  38,387       $  48,792
                                                                                 ========       =========       =========

    Income taxes                                                                 $  3,570       $   2,848       $   3,528
                                                                                 ========       =========       =========

Supplemental disclosure of noncash investing activities:
  Transfers from loans to real estate acquired through foreclosure               $  4,010       $   1,270       $   3,208
                                                                                 ========       =========       =========

  Issuance of mortgage loans upon sale of real estate acquired through
    foreclosure                                                                  $  2,399       $   1,054       $   1,182
                                                                                 ========       =========       =========

  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                   $ (1,338)      $   2,010       $     103
                                                                                 ========       =========       =========

  Recognition of mortgage servicing rights in accordance with
    SFAS No. 140                                                                 $  3,465       $   2,729       $   2,338
                                                                                 ========       =========       =========

Supplemental disclosure of noncash financing activities:
  Dividends declared but unpaid                                                  $  1,063       $   1,046       $     962
                                                                                 ========       =========       =========

Fair value of assets received in acquisition of
  Columbia Financial of Kentucky, Inc.                                           $     --       $      --       $ 110,422
                                                                                 ========       =========       =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       45
<PAGE>
                           CAMCO FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      During 2001, the Boards of Directors of Camco Financial Corporation
      ("Camco" or the "Corporation") and its wholly-owned subsidiaries,
      Cambridge Savings Bank ("Cambridge Savings"), Marietta Savings Bank
      ("Marietta Savings"), First Savings Bank of Washington Court House ("First
      Bank"), First Bank for Savings ("First Savings") and Westwood Homestead
      Savings Bank ("Westwood Homestead"), approved a business plan whereby the
      subsidiary banks consolidated charters and operations into one state
      savings bank charter under the name Advantage Bank. The combining of
      charters and operations resulted in the Corporation incurring a one-time
      after-tax restructuring charge totaling $627,000. Hereinafter, the
      consolidated financial statements use the terms "Advantage" or the "Bank"
      to describe all of the preexisting individual financial institutions owned
      by the Corporation.

      During 2001, Camco's Board of Directors approved a business combination
      that was completed in November 2001, whereby Columbia Financial of
      Kentucky, Inc. ("Columbia Financial"), the parent of Columbia Federal
      Savings Bank ("Columbia Federal"), was merged into Camco. Following the
      merger, Columbia Federal became a division of Advantage. The business
      combination was accounted for using the purchase method of accounting.
      Accordingly, the 2001 consolidated financial statements herein include the
      accounts of Columbia Federal only from the November 15, 2001 consummation
      date.

      The business activities of Camco are limited primarily to holding the
      common stock of the Bank and Camco Title Insurance Agency ("Camco Title")
      and one second tier subsidiary, Camco Mortgage Corporation. Effective
      October 1, 2003, Camco Mortgage Corporation was dissolved and its
      operations became a part of the Bank. The Corporation's results of
      operations are economically dependent upon the results of Advantage's
      operations. Advantage conducts a general banking business within Ohio,
      West Virginia and northern Kentucky which consists of attracting deposits
      from the general public and applying those funds to the origination of
      loans for residential, consumer and nonresidential purposes. Advantage's
      profitability is significantly dependent on net interest income, which is
      the difference between interest income generated from interest-earning
      assets (i.e. loans and investments) and the interest expense paid on
      interest-bearing liabilities (i.e. customer deposits and borrowed funds).
      Net interest income is affected by the relative amounts of
      interest-earning assets and interest-bearing liabilities and the interest
      received or paid on these balances. The level of interest rates paid or
      received by Advantage can be significantly influenced by a number of
      factors, such as governmental monetary policy, that are outside of
      management's control.

      The consolidated financial information presented herein has been prepared
      in accordance with accounting principles generally accepted in the United
      States of America ("U.S. GAAP") and general accounting practices within
      the financial services industry. In preparing financial statements in
      accordance with U.S. GAAP, management is required to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the disclosure of contingent assets and liabilities at the date of the
      financial statements and revenues and expenses during the reporting
      period. Actual results could differ from such estimates.

      The following is a summary of the Corporation's significant accounting
      policies which have been consistently applied in the preparation of the
      accompanying consolidated financial statements.


                                       46
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      1. Principles of Consolidation

      The consolidated financial statements include the accounts of the
      Corporation and its wholly-owned and, for periods prior to October 1,
      2003, its second tier subsidiaries. All significant intercompany balances
      and transactions have been eliminated.

      2. Investment Securities and Mortgage-Backed Securities

      The Corporation accounts for investment and mortgage-backed securities in
      accordance with Statement of Financial Accounting Standards ("SFAS") No.
      115 "Accounting for Certain Investments in Debt and Equity Securities."
      SFAS No. 115 requires that investments be categorized as held to maturity,
      trading, or available for sale. Securities classified as held to maturity
      are carried at cost only if the Corporation has the positive intent and
      ability to hold these securities to maturity. Securities designated as
      available for sale are carried at fair value with resulting unrealized
      gains or losses recorded to stockholders' equity. Investment and
      mortgage-backed securities are classified as held to maturity or available
      for sale upon acquisition. Realized gains and losses on sales of
      securities are recognized using the specific identification method.

      3. Loans Receivable

      Loans held in portfolio are stated at the principal amount outstanding,
      adjusted for deferred loan origination fees and costs, capitalized
      mortgage servicing rights and the allowance for loan losses.

      Interest is accrued as earned unless the collectibility of the loan is in
      doubt. Uncollectible interest on loans that are contractually past due is
      charged off, or an allowance is established based on management's periodic
      evaluation. The allowance is established by a charge to interest income
      equal to all interest previously accrued and not received, and income is
      subsequently recognized only to the extent that cash payments are received
      until, in management's judgment, the borrower's ability to make periodic
      interest and principal payments has returned to normal, in which case the
      loan is returned to accrual status.

      Loans held for sale are carried at the lower of cost (less principal
      payments received) or fair value (market value), calculated on an
      aggregate basis. At December 31, 2003 and 2002, loans held for sale were
      carried at cost.

      The Corporation accounts for mortgage servicing rights in accordance with
      SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets
      and Extinguishments of Liabilities," which requires that the Corporation
      recognize, as separate assets, rights to service mortgage loans for
      others, regardless of how those servicing rights are acquired. An
      institution that acquires mortgage servicing rights through either the
      purchase or origination of mortgage loans and sells those loans with
      servicing rights retained must allocate some of the cost of the loans to
      the mortgage servicing rights.

      SFAS No. 140 requires that capitalized mortgage servicing rights and
      capitalized excess servicing receivables be assessed for impairment.
      Impairment is measured based on fair value. The mortgage servicing rights
      recorded by the Bank, calculated in accordance with the provisions of SFAS
      No. 140, were segregated into pools for valuation purposes, using as
      pooling criteria the loan term and coupon rate.


                                       47
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      3. Loans Receivable (continued)

      Once pooled, each grouping of loans was evaluated on a discounted earnings
      basis to determine the present value of future earnings that a purchaser
      could expect to realize from each portfolio. Earnings were projected from
      a variety of sources including loan servicing fees, interest earned on
      float, net interest earned on escrows, miscellaneous income, and costs to
      service the loans. The present value of future earnings is the "economic"
      value for the pool, i.e., the net realizable present value to an acquirer
      of the acquired servicing.

      The Corporation recorded amortization related to mortgage servicing rights
      totaling approximately $2.9 million, $2.1 million and $1.5 million, for
      the years ended December 31, 2003, 2002 and 2001, respectively.
      Additionally, the Corporation recorded an impairment charge on mortgage
      servicing rights totaling $1.3 million in 2001. During 2002, the
      Corporation recaptured approximately $640,000 of the impairment based upon
      an independent appraisal of the mortgage servicing rights. The carrying
      value of the Corporation's mortgage servicing rights, which approximated
      their fair value, totaled approximately $6.6 million and $6.0 million at
      December 31, 2003 and 2002, respectively.

      At December 31, 2003 and 2002, the Bank was servicing mortgage loans of
      approximately $587.8 million and $575.4 million, respectively, that have
      been sold to the Federal Home Loan Mortgage Corporation and other
      investors.

      4. Loan Origination and Commitment Fees

      The Corporation accounts for loan origination fees and costs in accordance
      with SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated
      with Originating or Acquiring Loans and Initial Direct Costs of Leases."
      Pursuant to the provisions of SFAS No. 91, all loan origination fees
      received, net of certain direct origination costs, are deferred on a
      loan-by-loan basis and amortized to interest income using the interest
      method, giving effect to actual loan prepayments. Additionally, SFAS No.
      91 generally limits the definition of loan origination costs to the direct
      costs attributable to originating a loan, i.e., principally actual
      personnel costs.

      Fees received for loan commitments are deferred and amortized over the
      life of the related loan using the interest method.

      5. Allowance for Loan Losses

      It is the Corporation's policy to provide valuation allowances for
      estimated losses on loans based upon past loss experience, current trends
      in the level of delinquent and problem loans, adverse situations that may
      affect the borrower's ability to repay, the estimated value of any
      underlying collateral and current economic conditions in the Bank's
      primary market areas. When the collection of a loan becomes doubtful, or
      otherwise troubled, the Corporation records a charge-off or an allowance
      equal to the difference between the fair value of the property securing
      the loan and the loan's carrying value. Such provision is based on
      management's estimate of the fair value of the underlying collateral,
      taking into consideration the current and currently anticipated future
      operating or sales conditions. As a result, such estimates are
      particularly susceptible to changes that could result in a material
      adjustment to results of operations in the near term. Recovery of the
      carrying value of such loans is dependent to a great extent on economic,
      operating, and other conditions that may be beyond the Corporation's
      control.


                                       48
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      5. Allowance for Loan Losses (continued)

      The Corporation accounts for impaired loans in accordance with SFAS No.
      114, "Accounting by Creditors for Impairment of a Loan." SFAS No. 114
      requires that impaired loans be measured based upon the present value of
      expected future cash flows discounted at the loan's effective interest
      rate or, as an alternative, at the loan's observable market price or fair
      value of the collateral.

      A loan is defined under SFAS No. 114 as impaired when, based on current
      information and events, it is probable that a creditor will be unable to
      collect all amounts due according to the contractual terms of the loan
      agreement. In applying the provisions of SFAS No. 114, the Corporation
      considers its investment in one- to four-family residential loans and
      consumer installment loans to be homogeneous and therefore excluded from
      separate identification for evaluation of impairment. With respect to the
      Corporation's investment in multi-family, commercial and nonresidential
      loans, and its evaluation of any impairment thereon, such loans are
      generally collateral-dependent and as a result are carried as a practical
      expedient at the lower of cost or fair value.

      It is the Corporation's policy to charge off unsecured credits that are
      more than ninety days delinquent. Similarly, collateral-dependent loans
      which are more than ninety days delinquent are considered to constitute
      more than a minimum delay in repayment and are evaluated for impairment
      under SFAS No. 114 at that time.

      The Bank's impaired loan information is as follows at December 31:

<TABLE>
<CAPTION>
                                                        2003                    2002
                                                              (In thousands)
<S>                                                     <C>                    <C>
      Impaired loans with related allowance             $  --                  $ 984
      Impaired loans with no related allowance            827                     --
                                                        -----                  -----

           Total impaired loans                         $ 827                  $ 984
                                                        =====                  =====
</TABLE>

<TABLE>
<CAPTION>
                                                         2003       2002        2001
                                                               (In thousands)
<S>                                                     <C>         <C>        <C>
      Allowance on impaired loans
        Beginning balance                               $ 282       $  --      $  --
        Provision                                         136         282         --
        Charge-off                                       (418)         --         --
                                                        -----       -----      -----
        Ending balance                                  $  --       $ 282      $  --
                                                        =====       =====      =====

      Average balance of impaired loans                 $ 809       $ 971      $  --
      Interest income recognized on impaired loans      $  98       $  50      $  --
</TABLE>

      The allowance for impaired loans is included in the Bank's overall
      allowance for credit losses. The provision necessary to increase this
      allowance is included in the Bank's overall provision for losses on loans.


                                       49
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      6. Real Estate Acquired Through Foreclosure

      Real estate acquired through foreclosure is carried at the lower of the
      loan's unpaid principal balance (cost) or fair value less estimated
      selling expenses at the date of acquisition. Real estate loss provisions
      are recorded if the fair value of the property subsequently declines below
      the amount determined at the recording date. In determining the lower of
      cost or fair value at acquisition, costs relating to development and
      improvement of property are capitalized. Costs relating to holding real
      estate acquired through foreclosure, net of rental income, are charged
      against earnings as incurred.

      7. Office Premises and Equipment

      Office premises and equipment are carried at cost and include expenditures
      which extend the useful lives of existing assets. Maintenance, repairs and
      minor renewals are expensed as incurred. For financial reporting,
      depreciation and amortization are provided on the straight-line method
      over the useful lives of the assets, estimated to be ten to fifty years
      for buildings and improvements and three to twenty-five years for
      furniture, fixtures and equipment. An accelerated depreciation method is
      used for tax reporting purposes.

      8. Goodwill

      Goodwill resulting from the acquisition of First Savings, totaling
      approximately $3.7 million, was being amortized over a twenty-five year
      period using the straight-line method for years prior to 2002. It was
      management's policy to periodically evaluate the carrying value of
      intangible assets in relation to the continuing earnings capacity of the
      acquired assets and assumed liabilities.

      In June 2001, the Financial Accounting Standards Board issued SFAS No. 142
      "Goodwill and Intangible Assets," which prescribes accounting for all
      purchased goodwill and intangible assets. Pursuant to SFAS No. 142,
      acquired goodwill is not amortized, but is tested for impairment at the
      reporting unit level annually and whenever an impairment indicator arises.
      Goodwill has been assigned to Advantage Bank as the reporting unit that is
      expected to benefit from the goodwill.

      Camco evaluated the unamortized goodwill balance of $3.0 million during
      both 2003 and 2002 in accordance with the provisions of SFAS No. 142 via
      independent third-party appraisal. The evaluations showed no indication of
      impairment. The adoption of SFAS No. 142 has resulted in the elimination
      of annual goodwill amortization of approximately $150,000.


                                       50
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      8. Goodwill (continued)

      The following table displays the pro forma effects on net earnings and
      earnings per share as if SFAS No. 142 had been applicable to the year
      ended December 31, 2001.

<TABLE>
<CAPTION>
                                                       FOR THE YEAR ENDED DECEMBER 31,
                                                  2003               2002              2001
                                                    (In thousands, except per share amounts)
<S>                                              <C>               <C>                <C>
      Reported net earnings                      $6,856            $10,005            $8,544

      Add back: goodwill amortization                --                 --               150
                                                 ------            -------            ------

      Adjusted net earnings                      $6,856            $10,005            $8,694
                                                 ======            =======            ======

      BASIC EARNINGS PER SHARE:
        As reported                              $  .92            $  1.27            $ 1.20
        Goodwill amortization                        --                 --               .03
                                                 ------            -------            ------

        As adjusted                              $  .92            $  1.27            $ 1.23
                                                 ======            =======            ======

      DILUTED EARNINGS PER SHARE:
        As reported                              $  .91            $  1.25            $ 1.19
        Goodwill amortization                        --                 --               .02
                                                 ------            -------            ------

        As adjusted                              $  .91            $  1.25            $ 1.21
                                                 ======            =======            ======
</TABLE>

      9. Federal Income Taxes

      The Corporation accounts for federal income taxes in accordance with SFAS
      No. 109, "Accounting for Income Taxes." In accordance with SFAS No. 109, a
      deferred tax liability or deferred tax asset is computed by applying the
      current statutory tax rates to net taxable or deductible temporary
      differences between the tax basis of an asset or liability and its
      reported amount in the financial statements that will result in taxable or
      deductible amounts in future periods. Deferred tax assets are recorded
      only to the extent that the amount of net deductible temporary differences
      or carryforward attributes may be utilized against current period
      earnings, carried back against prior years' earnings, offset against
      taxable temporary differences reversing in future periods, or utilized to
      the extent of management's estimate of future taxable income. A valuation
      allowance is provided for deferred tax assets to the extent that the value
      of net deductible temporary differences and carryforward attributes
      exceeds management's estimates of taxes payable on future taxable income.
      Deferred tax liabilities are provided on the total amount of net temporary
      differences taxable in the future.

      Deferral of income taxes results primarily from different methods of
      accounting for deferred loan origination fees and costs, mortgage
      servicing rights, Federal Home Loan Bank stock dividends, deferred
      compensation, the general loan loss allowance and the percentage of
      earnings bad debt deductions. A temporary difference is also recognized
      for depreciation expense computed using accelerated methods for federal
      income tax purposes.


                                       51
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      10. Earnings Per Share

      Basic earnings per common share is computed based upon the
      weighted-average number of common shares outstanding during the year.
      Diluted earnings per common share is computed including the dilutive
      effect of additional potential common shares issuable under outstanding
      stock options. The computations were as follows for the years ended
      December 31:

<TABLE>
<CAPTION>
                                                    2003           2002           2001
<S>                                            <C>            <C>            <C>
      Weighted-average common shares
        outstanding (basic)                    7,491,977      7,908,786      7,096,960

      Dilutive effect of assumed exercise
        of stock options                          74,390         97,094         93,546
                                               ---------      ---------      ---------
      Weighted-average common shares
        outstanding (diluted)                  7,566,367      8,005,880      7,190,506
                                               =========      =========      =========
</TABLE>

      Options to purchase 65,441 and 176,714 shares of common stock at
      respective weighted-average exercise prices of $14.83 and $13.11 were
      outstanding at December 31, 2002 and 2001, respectively, but were excluded
      from the computation of diluted earnings per share for those years because
      the exercise price was greater than the average market price of the common
      shares. There were no anti-dilutive options outstanding for the year ended
      December 31, 2003.

      11. Stock Option Plans

      Stockholders of the Corporation have approved four stock option plans.
      Under the 1972 Plan, 254,230 common shares were reserved for issuance to
      officers, directors, and key employees of the Corporation and its
      subsidiaries. The 1982 Plan reserved 115,824 common shares for issuance to
      employees of the Corporation and its subsidiaries. All of the stock
      options under the 1972 and 1982 Plans have been granted and were subject
      to exercise at the discretion of the grantees through 2002. Under the 1995
      Plan, 161,488 shares were reserved for issuance. Under the 2002 Plan,
      400,000 shares were reserved for issuance. Additionally, in connection
      with the acquisition of First Savings, the stock options of First Savings
      were converted into options to purchase 174,421 shares of the
      Corporation's stock at an exercise price of $7.38 per share, which expire
      in 2005. In connection with the 2000 acquisition of Westwood Homestead,
      the stock options of Westwood Homestead were converted into options to
      purchase 311,794 shares of the Corporation's stock at a weighted-average
      exercise price of $11.89 per share, which expire in 2008.


                                       52
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      11. Stock Option Plans (continued)

      The Corporation accounts for its stock option plans in accordance with
      SFAS No. 123, "Accounting for Stock-Based Compensation," which contains a
      fair-value based method for valuing stock-based compensation that entities
      may use, which measures compensation cost at the grant date based on the
      fair value of the award. Compensation is then recognized over the service
      period, which is usually the vesting period. Alternatively, SFAS No. 123
      permits entities to continue to account for stock options and similar
      equity instruments under Accounting Principles Board ("APB") Opinion No.
      25, "Accounting for Stock Issued to Employees." Entities that continue to
      account for stock options using APB Opinion No. 25 are required to make
      pro forma disclosures of net earnings and earnings per share, as if the
      fair-value based method of accounting defined in SFAS No. 123 had been
      applied.

      The Corporation utilizes APB Opinion No. 25 and related Interpretations in
      accounting for its stock option plans. Accordingly, no compensation cost
      has been recognized for the plans. Had compensation cost for the
      Corporation's stock option plans been determined based on the fair value
      at the grant dates for awards under the plans consistent with the
      accounting method utilized in SFAS No. 123, the Corporation's net earnings
      and earnings per share would have been reported as the pro forma amounts
      indicated below:

<TABLE>
<CAPTION>
                                                                        2003            2002           2001
                                                                      (In thousands, except per share data)
<S>                                                                   <C>            <C>             <C>
      NET EARNINGS                                   As reported      $6,856         $10,005         $8,544
                            Stock-based compensation, net of tax         (20)             (4)            (5)
                                                                      ------         -------         ------

                                                       Pro-forma      $6,836         $10,001         $8,539
                                                                      ======         =======         ======

      EARNINGS PER SHARE
        BASIC                                        As reported      $  .92         $  1.27         $ 1.20
                            Stock-based compensation, net of tax        (.01)           (.01)            --
                                                                      ------         -------         ------

                                                       Pro-forma      $  .91         $  1.26         $ 1.20
                                                                      ------         -------         ------

        DILUTED                                      As reported      $  .91         $  1.25         $ 1.19
                            Stock-based compensation, net of tax        (.01)             --             --
                                                                      ------         -------         ------

                                                       Pro-forma      $  .90         $  1.25         $ 1.19
                                                                      ======         =======         ======
</TABLE>

      The fair value of each option grant is estimated on the date of grant
      using the modified Black-Scholes options-pricing model with the following
      assumptions used for grants during 2003, 2002 and 2001: dividend yield of
      3.50%, 3.84% and 4.07%, respectively; expected volatility of 16.88%,
      16.34% and 17.06%, respectively; a risk-free interest rate of 3.95%, 2.00%
      and 3.00%, respectively; and an expected life of ten years for all grants.


                                       53
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      11. Stock Option Plans (continued)

      A summary of the status of the Corporation's stock option plans as of
      December 31, 2003, 2002 and 2001, and changes during the years ending on
      those dates is presented below:

<TABLE>
<CAPTION>
                                                      2003                      2002                       2001
                                                          WEIGHTED-                   WEIGHTED-                  WEIGHTED-
                                                           AVERAGE                     AVERAGE                    AVERAGE
                                                          EXERCISE                    EXERCISE                   EXERCISE
                                               SHARES       PRICE        SHARES         PRICE       SHARES         PRICE
<S>                                          <C>          <C>           <C>           <C>          <C>           <C>
      Outstanding at beginning of year        323,291       $ 9.79       503,005       $10.16       688,655       $10.53
      Granted                                  56,948        16.13         3,700        14.55         8,500        11.93
      Exercised                              (117,800)        7.60      (174,106)       10.84      (115,656)       10.91
      Forfeited                                (5,367)       13.92        (9,308)       11.91       (78,494)       12.50
                                             --------       ------      --------       ------      --------       ------

      Outstanding at end of year              257,072       $12.11       323,291       $ 9.79       503,005       $10.16
                                             ========       ======      ========       ======      ========       ======

      Options exercisable at year-end         211,780       $11.25       323,291       $ 9.79       503,005       $10.16
                                             ========       ======      ========       ======      ========       ======
      Weighted-average fair value of
        options granted during the year                     $ 2.60                     $ 1.36                     $ 1.37
                                                            ======                     ======                     ======
</TABLE>

      The following information applies to options outstanding at December 31,
      2003:

<TABLE>
<CAPTION>
                                                       NUMBER OUTSTANDING      RANGE OF EXERCISE PRICES
<S>                                                    <C>                     <C>
                                                              65,726                 $7.40 - $9.74
                                                             134,398                $9.75 - $14.55
                                                              56,948                        $16.13
                                                             -------

                                                             257,072                        $12.11
                                                             -------                        ======

      Weighted-average remaining contractual life                                        5.9 years
</TABLE>


                                       54
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      12. Fair Value of Financial Instruments

      SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
      requires disclosure of fair value information about financial instruments,
      whether or not recognized in the consolidated statement of financial
      condition, for which it is practicable to estimate that value. In cases
      where quoted market prices are not available, fair values are based on
      estimates using present value or other valuation techniques. Those
      techniques are significantly affected by the assumptions used, including
      the discount rate and estimates of future cash flows. In that regard, the
      derived fair value estimates cannot be substantiated by comparison to
      independent markets and, in many cases, could not be realized in immediate
      settlement of the instrument. SFAS No. 107 excludes certain financial
      instruments and all non-financial instruments from its disclosure
      requirements. Accordingly, the aggregate fair value amounts presented do
      not represent the underlying value of the Corporation.

      The following methods and assumptions were used by the Corporation in
      estimating its fair value disclosures for financial instruments. The use
      of different market assumptions and/or estimation methodologies may have a
      material effect on the estimated fair value amounts.

                  Cash and Cash Equivalents: The carrying amount reported in the
                  consolidated statements of financial condition for cash and
                  cash equivalents is deemed to approximate fair value.

                  Investment Securities and Mortgage-backed Securities: Fair
                  values for investment securities and mortgage-backed
                  securities are based on quoted market prices and dealer
                  quotes.

                  Loans Receivable: The loan portfolio has been segregated into
                  categories with similar characteristics, such as one- to
                  four-family residential real estate, multi-family residential
                  real estate, installment and other. These loan categories were
                  further delineated into fixed-rate and adjustable-rate loans.
                  The fair values for the resultant loan categories were
                  computed via discounted cash flow analysis, using current
                  interest rates offered for loans with similar terms to
                  borrowers of similar credit quality.

                  Federal Home Loan Bank stock: The carrying amount presented in
                  the consolidated statements of financial condition is deemed
                  to approximate fair value.

                  Deposits: The fair values of deposits with no stated maturity,
                  such as money market demand deposits, savings and NOW
                  accounts, are deemed to equal the amount payable on demand as
                  of December 31, 2003 and 2002. The fair value of fixed-rate
                  certificates of deposit is based on the discounted value of
                  contractual cash flows. The discount rate is estimated using
                  the rates currently offered for deposits of similar remaining
                  maturities.

                  Advances from the Federal Home Loan Bank: The fair value of
                  these advances is estimated using the rates currently offered
                  for similar advances of similar remaining maturities or, when
                  available, quoted market prices.

                  Advances by Borrowers for Taxes and Insurance: The carrying
                  amount of advances by borrowers for taxes and insurance is
                  deemed to approximate fair value.


                                       55
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      12. Fair Value of Financial Instruments (continued)

                  Commitments to Extend Credit: For fixed-rate and
                  adjustable-rate loan commitments, the fair value estimate
                  considers the difference between current levels of interest
                  rates and committed rates. At December 31, 2003 and 2002, the
                  difference between the fair value and notional amount of loan
                  commitments was not material.

      Based on the foregoing methods and assumptions, the carrying value and
      fair value of the Corporation's financial instruments are as follows:

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                                      2003                            2002
                                                             CARRYING            FAIR        CARRYING            FAIR
                                                                VALUE           VALUE           VALUE           VALUE
                                                                                (In thousands)
<S>                                                        <C>             <C>             <C>             <C>
      Financial assets
        Cash and cash equivalents                          $   53,711      $   53,711      $   57,022      $   57,022
        Investment securities                                  28,138          28,212          44,157          44,290
        Mortgage-backed securities                             85,620          85,755         117,332         117,966
        Loans receivable                                      805,082         810,113         796,958         814,539
        Federal Home Loan Bank stock                           24,494          24,494          23,539          23,539
                                                           ----------      ----------      ----------      ----------

                                                           $  997,045      $1,002,285      $1,039,008      $1,057,356
                                                           ==========      ==========      ==========      ==========

      Financial liabilities
        Deposits                                           $  671,274      $  677,953      $  694,072      $  704,428
        Advances from the Federal Home Loan Bank              262,735         288,732         276,276         309,758
        Advances by borrowers for taxes and insurance           3,494           3,494           3,509           3,509
                                                           ----------      ----------      ----------      ----------

                                                           $  937,503      $  970,179      $  973,857      $1,017,695
                                                           ==========      ==========      ==========      ==========
</TABLE>

      13. Cash and Cash Equivalents

      Cash and cash equivalents consist of cash and due from banks and
      interest-bearing deposits in other financial institutions with original
      maturities of three months or less.

      14. Advertising

      Advertising costs are expensed when incurred.

      15. Reclassifications

      Certain prior year amounts have been reclassified to conform to the 2003
      consolidated financial statement presentation.


                                       56
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      16. Effects of Recent Accounting Pronouncements

      In June 2002, the Financial Accounting Standards Board (the "FASB") issued
      SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
      Activities." SFAS No. 146 provides financial accounting and reporting
      guidance for costs associated with exit or disposal activities, including
      one-time termination benefits, contract termination costs other than for a
      capital lease, and costs to consolidate facilities or relocate employees.
      SFAS No. 146 is effective for exit or disposal activities initiated after
      December 31, 2002. Management adopted SFAS No. 146 effective January 1,
      2003, as required, without material effect on the Corporation's financial
      condition or results of operations.

      In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
      "Consolidation of Variable Interest Entities." FIN 46 requires a variable
      interest entity to be consolidated by a company if that company is subject
      to a majority of the risk of loss from the variable interest entity's
      activities or entitled to receive a majority of the entity's residual
      returns, or both. FIN 46 also requires disclosures about variable interest
      entities that a company is not required to consolidate, but in which it
      has a significant variable interest. The consolidation requirements of FIN
      46 apply immediately to variable interest entities created after January
      31, 2003. The consolidation requirements apply to existing entities in the
      first fiscal year or interim period beginning after June 15, 2003. Certain
      of the disclosure requirements apply in all financial statements issued
      after January 31, 2003, regardless of when the variable interest entity
      was established. Camco has no variable interest entities. The Corporation
      adopted FIN 46 effective July 1, 2003, as required, without material
      effect on its financial position and results of operations.

      In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
      on Derivative Instruments and Hedging Activities," which clarifies certain
      implementation issues raised by constituents and amends SFAS No. 133,
      "Accounting for Derivative Instruments and Hedging Activities," to include
      the conclusions reached by the FASB on certain FASB Staff Implementation
      Issues that, while inconsistent with Statement 133's conclusions, were
      considered by the Board to be preferable; amends SFAS No. 133's discussion
      of financial guarantee contracts and the application of the shortcut
      method to an interest-rate swap agreement that includes an embedded option
      and amends other pronouncements.

      The guidance in Statement 149 is effective for new contracts entered into
      or modified after June 30, 2003 and for hedging relationships designated
      after that date. Management adopted SFAS No. 149 effective July 1, 2003,
      as required, without material effect on the Corporation's financial
      position or results of operations.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
      Financial Instruments with Characteristics of both Liabilities and
      Equity," which changes the classification in the statement of financial
      position of certain common financial instruments from either equity or
      mezzanine presentation to liabilities and requires an issuer of those
      financial statements to recognize changes in fair value or redemption
      amount, as applicable, in earnings. SFAS No. 150 requires an issuer to
      classify certain financial instruments as liabilities, including
      mandatorily redeemable preferred and common stocks.


                                       57
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      16. Effects of Recent Accounting Pronouncements (continued)

      SFAS No. 150 is effective for financial instruments entered into or
      modified after May 31, 2003 and, with one exception, is effective at the
      beginning of the first interim period beginning after June 15, 2003 (July
      1, 2003 as to the Corporation). The effect of adopting SFAS No. 150 must
      be recognized as a cumulative effect of an accounting change as of the
      beginning of the period of adoption. Restatement of prior periods is not
      permitted. Management adopted SFAS No. 150 effective July 1, 2003, as
      required, without material effect on the Corporation's financial condition
      or results of operations.

NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES

      The amortized cost, gross unrealized gains, gross unrealized losses and
      estimated fair values of investment securities at December 31, 2003 and
      2002 are as follows:

<TABLE>
<CAPTION>
                                                                                      2003
                                                                                GROSS         GROSS     ESTIMATED
                                                              AMORTIZED    UNREALIZED    UNREALIZED          FAIR
                                                                   COST         GAINS        LOSSES         VALUE
                                                                                (In thousands)
<S>                                                           <C>          <C>           <C>            <C>
      HELD TO MATURITY:
        Municipal bonds                                        $  1,130      $     74      $     --      $  1,204

      AVAILABLE FOR SALE:
        U.S. Government agency obligations                       25,640           241            --        25,881
        Municipal bonds                                             625            26            --           651
        Corporate equity securities                                 330           146            --           476
                                                               --------      --------      --------      --------
           Total investment securities available for sale        26,595           413            --        27,008
                                                               --------      --------      --------      --------

           Total investment securities                         $ 27,725      $    487      $     --      $ 28,212
                                                               ========      ========      ========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                      2002
                                                                                GROSS         GROSS     ESTIMATED
                                                              AMORTIZED    UNREALIZED    UNREALIZED          FAIR
                                                                   COST         GAINS        LOSSES         VALUE
                                                                                (In thousands)
<S>                                                           <C>          <C>           <C>            <C>
      HELD TO MATURITY:
        U.S. Government agency obligations                     $  4,233      $     73      $     --      $  4,306
        Municipal bonds                                           1,135            60            --         1,195
                                                               --------      --------      --------      --------
           Total investment securities held to maturity           5,368           133            --         5,501

      AVAILABLE FOR SALE:
        U.S. Government agency obligations                       35,557           447            --        36,004
        Municipal bonds                                           2,414            65            16         2,463
        Corporate equity securities                                 330            35            43           322
                                                               --------      --------      --------      --------
           Total investment securities available for sale        38,301           547            59        38,789
                                                               --------      --------      --------      --------

           Total investment securities                         $ 43,669      $    680      $     59      $ 44,290
                                                               ========      ========      ========      ========
</TABLE>


                                       58
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES (continued)

      The amortized cost and estimated fair value of investment securities at
      December 31, 2003 (including securities designated as available for sale)
      by contractual term to maturity are shown below.

<TABLE>
<CAPTION>
                                                                           ESTIMATED
                                                          AMORTIZED             FAIR
                                                               COST            VALUE
                                                                 (In thousands)
<S>                                                       <C>              <C>
      Due in one year or less                               $14,211          $14,322
      Due after one year through five years                  12,241           12,419
      Due after five years                                      943              995
                                                            -------          -------
           Total investment securities                       27,395           27,736

      Corporate equity securities                               330              476
                                                            -------          -------

           Total                                            $27,725          $28,212
                                                            =======          =======
</TABLE>

      Proceeds from sales of investment securities during the years ended
      December 31, 2003 and 2002, totaled $3.8 million and $44,000,
      respectively, resulting in gross realized gains of $99,000 and $27,000 in
      those respective years.

      The amortized cost, gross unrealized gains, gross unrealized losses and
      estimated fair values of mortgage-backed securities at December 31, 2003
      and 2002, are as follows:

<TABLE>
<CAPTION>
                                                                                2003
                                                                          GROSS             GROSS         ESTIMATED
                                                    AMORTIZED        UNREALIZED        UNREALIZED              FAIR
                                                         COST             GAINS            LOSSES             VALUE
                                                                            (In thousands)
<S>                                                 <C>              <C>               <C>                <C>
      HELD TO MATURITY:
        FNMA                                         $  3,865          $    103          $      9          $  3,959
        FHLMC                                           2,437                27                11             2,453
        GNMA                                              875                27                 1               901
        Other                                             527                --                 1               526
                                                     --------          --------          --------          --------
           Total mortgage-backed securities
             held to maturity                           7,704               157                22             7,839

      AVAILABLE FOR SALE:
        FNMA                                           29,853                68               276            29,645
        FHLMC                                          48,122               209               108            48,223
        GNMA                                               42                 6                --                48
                                                     --------          --------          --------          --------
           Total mortgage-backed securities
             available for sale                        78,017               283               384            77,916
                                                     --------          --------          --------          --------
      Total mortgage-backed securities               $ 85,721          $    440          $    406          $ 85,755
                                                     ========          ========          ========          ========
</TABLE>


                                       59
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE B - INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES (continued)

<TABLE>
<CAPTION>
                                                                                 2002
                                                                          GROSS             GROSS    ESTIMATED
                                                    AMORTIZED        UNREALIZED        UNREALIZED          FAIR
                                                         COST             GAINS            LOSSES         VALUE
                                                                           (In thousands)
<S>                                                  <C>               <C>               <C>           <C>
      HELD TO MATURITY:
        FNMA                                         $ 11,831          $    360          $     --      $ 12,191
        FHLMC                                           6,614               214                 8         6,820
        GNMA                                            1,546                66                --         1,612
        Other                                               9                 2                --            11
                                                     --------          --------          --------      --------
           Total mortgage-backed securities
             held to maturity                          20,000               642                 8        20,634

      AVAILABLE FOR SALE:
        FNMA                                           55,255             1,821                --        57,076
        FHLMC                                          35,633               779                 8        36,404
        GNMA                                            3,753                99                --         3,852
                                                     --------          --------          --------      --------
           Total mortgage-backed securities
             available for sale                        94,641             2,699                 8        97,332
                                                     --------          --------          --------      --------

      Total mortgage-backed securities               $114,641          $  3,341          $     16      $117,966
                                                     ========          ========          ========      ========
</TABLE>

      The amortized cost of mortgage-backed securities, including those
      designated as available for sale at December 31, 2003, by contractual
      terms to maturity, are shown below. Expected maturities will differ from
      contractual maturities because borrowers generally may prepay obligations
      without prepayment penalties.

<TABLE>
<CAPTION>
                                                                                                   AMORTIZED COST
                                                                                                   (In thousands)
<S>                                                                                                <C>
      Due within one year or less                                                                       $    18
      Due after one year through five years                                                              19,107
      Due after five years through ten years                                                             52,468
      Due after ten years                                                                                14,128
                                                                                                        -------

                                                                                                        $85,721
                                                                                                        -------
</TABLE>

      During the year ended December 31, 2003, the Bank sold mortgage-backed
      securities totaling $58.4 million resulting in gross realized gains of
      $740,000. During the year ended December 31, 2002, the Bank sold
      mortgage-backed securities totaling $1.1 million resulting in gross
      realized gains of $7,000 and gross realized losses of $5,000.


                                       60
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE B - INVESTMENT AND MORTGAGE-BACKED SECURITIES (continued)

      The table below indicates the length of time individual securities have
      been in a continuous unrealized loss position at December 31, 2003. The
      Corporation had no securities in an unrealized loss position for a period
      greater than 12 months as of December 31, 2003.

<TABLE>
<CAPTION>
                                                            LESS THAN 12 MONTHS
                                                              FAIR    UNREALIZED
      DESCRIPTION OF SECURITIES                              VALUE        LOSSES
                                                               (In thousands)
<S>                                                       <C>           <C>
      Mortgage-backed securities
          Held to maturity                                $  1,513      $     22
          Available for sale                                32,532           384
                                                          --------      --------

      Total temporarily impaired securities               $ 34,045      $    406
                                                          ========      ========
</TABLE>

      Management has the intent and ability to hold these securities for the
      foreseeable future and the decline in the fair value is primarily due to
      an increase in market interest rates. The fair values are expected to
      recover as securities approach maturity dates.

NOTE C - LOANS RECEIVABLE

      Loans receivable at December 31 consist of the following:

<TABLE>
<CAPTION>
                                                           2003            2002
                                                             (In thousands)
<S>                                                   <C>             <C>
      Conventional real estate loans:
        Existing residential properties               $ 551,634       $ 509,778
        Multi-family                                     45,116          41,379
        Nonresidential real estate                       51,533          74,094
        Construction                                     44,189          33,122
        Developed building lots                           1,725             535
      Commercial                                         17,747           7,570
      Home equity lines of credit                        89,310          70,184
      Consumer, education and other loans                15,292          18,763
                                                      ---------       ---------
           Total                                        816,546         755,425

      Increase (decrease) due to:
        Undisbursed portion of loans in process         (17,022)        (13,089)
        Unamortized yield adjustments                      (810)         (1,390)
        Capitalized mortgage servicing rights             6,552           6,009
        Allowance for loan losses                        (5,641)         (5,490)
                                                      ---------       ---------

           Loans receivable - net                     $ 799,625       $ 741,465
                                                      =========       =========
</TABLE>


                                       61
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE C - LOANS RECEIVABLE (continued)

      As depicted above, the Corporation's lending efforts have historically
      focused on loans secured by existing residential properties, which
      comprise approximately $551.6 million, or 69%, of the total loan portfolio
      at December 31, 2003 and approximately $509.8 million, or 69%, of the
      total loan portfolio at December 31, 2002. Generally, such loans have been
      underwritten on the basis of no more than an 80% loan-to-value ratio,
      which has historically provided the Corporation with adequate collateral
      coverage in the event of default. Nevertheless, the Corporation, as with
      any lending institution, is subject to the risk that residential real
      estate values could deteriorate in its primary lending areas within Ohio,
      West Virginia, and northern Kentucky, thereby impairing collateral values.
      However, management believes that residential real estate values in the
      Corporation's primary lending areas are presently stable.

      The Bank, in the ordinary course of business, has granted loans to certain
      of its directors, executive officers, and their related interests. Such
      loans are made on the same terms, including interest rates and collateral,
      as those prevailing at the time for comparable transactions with unrelated
      persons and do not involve more than normal risk of collectibility. The
      aggregate dollar amount of these loans totaled approximately $1.4 million
      and $459,000 at December 31, 2003 and 2002, respectively.

NOTE D - ALLOWANCE FOR LOAN LOSSES

      Activity in the allowance for loan losses is summarized as follows for the
      years ended December 31:

<TABLE>
<CAPTION>
                                                   2003          2002          2001
                                                           (In thousands)
<S>                                             <C>           <C>           <C>
      Balance at beginning of year              $ 5,490       $ 4,256       $ 2,906
      Provision for losses on loans               1,446         1,169           759
      Charge-offs of loans                       (1,319)         (207)         (735)
      Recoveries                                     24           272            26
      Allowance resulting from acquisition           --            --         1,300
                                                -------       -------       -------

      Balance at end of year                    $ 5,641       $ 5,490       $ 4,256
                                                =======       =======       =======
</TABLE>

      Nonaccrual and nonperforming loans totaled approximately $13.6 million,
      $13.6 million and $7.9 million at December 31, 2003, 2002 and 2001,
      respectively. Interest income that would have been recognized had such
      nonaccrual loans performed pursuant to contractual terms totaled
      approximately $808,000, $940,000 and $278,000 for the years ended December
      31, 2003, 2002 and 2001, respectively.


                                       62
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE E - OFFICE PREMISES AND EQUIPMENT

      Office premises and equipment at December 31 is summarized as follows:

<TABLE>
<CAPTION>
                                                             2003         2002
                                                              (In thousands)
<S>                                                       <C>          <C>
      Land                                                $ 2,169      $ 2,194
      Buildings and improvements                           13,146       12,973
      Furniture, fixtures and equipment                    10,963       10,471
                                                          -------      -------
                                                           26,278       25,638
      Less accumulated depreciation and amortization       12,898       11,146
                                                          -------      -------

                                                          $13,380      $14,492
                                                          =======      =======
</TABLE>

NOTE F - DEPOSITS

      Deposit balances by type and weighted-average interest rate at December
      31, 2003 and 2002, are summarized as follows:

<TABLE>
<CAPTION>
                                                                2003                     2002
                                                         AMOUNT       RATE        AMOUNT      RATE
                                                                    (Dollars in thousands)
<S>                                                     <C>           <C>        <C>           <C>
      Noninterest-bearing checking accounts             $ 22,638        --%      $ 26,313        --%
      NOW accounts                                        82,831      0.42         80,562      1.07
      Money market demand accounts                       128,938      1.44        116,206      2.51
      Passbook and statement savings accounts             74,274      0.25         78,359      0.79
                                                        --------      ----       --------      ----
           Total withdrawable accounts                   308,681      0.80        301,440      1.46
      Certificates of deposit
        Original maturities of:
          Six months to one year                          18,966      1.08         24,537      1.58
          One to two years                                61,186      1.88         79,172      2.82
          Two to five years                              174,487      4.05        179,711      4.96
        Negotiated rate certificates                      40,670      1.76         40,361      2.35
        Individual retirement accounts                    67,284      3.47         68,851      4.27
                                                        --------      ----       --------      ----
           Total certificate accounts                    362,593      3.17        392,632      3.93
                                                        --------      ----       --------      ----

           Total deposits                               $671,274      2.08%      $694,072      2.86%
                                                        ========      ====       ========      ====
</TABLE>

      At December 31, 2003 and 2002, the Corporation had certificate of deposit
      accounts with balances in excess of $100,000 totaling $87.1 million and
      $89.7 million, respectively.


                                       63
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE F - DEPOSITS (continued)

      Interest expense on deposits is summarized as follows for the years ended
      December 31:

<TABLE>
<CAPTION>
                                                  2003         2002         2001
                                                        (In thousands)
<S>                                            <C>          <C>          <C>
      Certificate of deposit accounts          $13,120      $19,185      $26,706
      NOW accounts and money
        market demand accounts                   2,545        3,015        3,059
      Passbook and statement savings
        accounts                                   372          860        1,559
                                               -------      -------      -------

                                               $16,037      $23,060      $31,324
                                               =======      =======      =======
</TABLE>

      The contractual maturities of outstanding certificates of deposit are
      summarized as follows at December 31:

<TABLE>
<CAPTION>
                                                       2003               2002
    YEAR ENDING DECEMBER 31:                              (In thousands)
<S>                                                <C>                <C>
         2003                                      $     --           $216,958
         2004                                       178,290             74,662
         2005                                        85,268             60,620
         2006                                        61,029             17,180
         After 2006                                  38,006             23,212
                                                   --------           --------

    Total certificate of deposit accounts          $362,593           $392,632
                                                   ========           ========
</TABLE>

      At December 31, 2003 and 2002, certain savings deposits were
      collateralized by a pledge of investment securities, interest-bearing
      deposits in other banks and letters of credit with the Federal Home Loan
      Bank totaling $72.4 million and $112.7 million, respectively.


                                       64
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK

      Advances from the Federal Home Loan Bank, collateralized at December 31,
      2003, by pledges of certain residential mortgage loans totaling $354.7
      million and the Bank's investment in Federal Home Loan Bank stock, are
      summarized as follows:

<TABLE>
<CAPTION>
                                 MATURING YEAR
      INTEREST RATE RANGE      ENDING DECEMBER 31,           2003                2002
                                                               (Dollars in thousands)
<S>                            <C>                         <C>                <C>
      2.48% - 8.20%                       2003             $     --           $ 14,109
      0.96% - 8.20%                       2004               29,408             11,388
      4.43% - 7.60%                       2005                   47             10,516
      5.05% - 6.40%                       2006                1,121              5,062
      5.36% - 6.95%                       2007                1,565              5,624
      4.52% - 6.05%                       2008               22,157             21,964
      2.66% - 7.17%                 Thereafter              208,437            207,613
                                                           --------           --------

                                                           $262,735           $276,276
                                                           ========           ========

      Weighted-average interest rate                           5.13%              5.63%
                                                           --------           --------
</TABLE>

      During December 2003, the Corporation elected to prepay $25.4 million of
      advances bearing a fixed weighted-average interest rate of 5.41%, which
      resulted in the recognition of a prepayment fee totaling $1.3 million.

NOTE H - FEDERAL INCOME TAXES

      A reconciliation of the effective tax rate to the federal statutory rate
      is summarized as follows:

<TABLE>
<CAPTION>
                                                                        2003         2002          2001
                                                                               (In thousands)
<S>                                                                   <C>           <C>           <C>
      Federal income taxes computed at the
        expected statutory rate                                       $ 3,368       $ 5,082       $ 4,253
      Increase (decrease) in taxes resulting from:
        Amortization of goodwill                                           --            --            51
        Nontaxable dividend and interest income                           (41)          (33)           (6)
        Increase in cash surrender value of life insurance - net         (268)         (274)         (105)
        Nondeductible expenses                                             31            36            29
        Refunds of prior year taxes                                        --            --          (309)
        Nontaxable proceeds from life insurance policy                    (62)           --            --
        Other                                                              23            (9)          (22)
                                                                      -------       -------       -------
      Federal income tax provision per consolidated
        financial statements                                          $ 3,051       $ 4,802       $ 3,891
                                                                      =======       =======       =======
</TABLE>


                                       65
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE H - FEDERAL INCOME TAXES (continued)

      The components of the Corporation's net deferred tax liability at December
      31 are as follows:

<TABLE>
<CAPTION>
      TAXES (PAYABLE) REFUNDABLE ON TEMPORARY
      DIFFERENCES AT STATUTORY RATE:                         2003          2002
                                                              (In thousands)
<S>                                                       <C>           <C>
      Deferred tax liabilities:
        FHLB stock dividends                              $(3,230)      $(2,905)
        Mortgage servicing rights                          (2,228)       (2,043)
        Percentage of earnings bad debt deduction              --          (112)
        Book versus tax depreciation                         (571)         (528)
        Original issue discount                              (471)       (1,156)
        Purchase price adjustments                           (242)         (109)
        Other liabilities, net                                 (7)          (25)
        Unrealized gains on securities designated as
          available for sale                                 (106)       (1,081)
                                                          -------       -------
           Total deferred tax liabilities                  (6,855)       (7,959)

      Deferred tax assets:
        General loan loss allowance                         1,918         1,867
        Deferred income                                       455           363
        Deferred compensation                                 510           282
        Other assets                                           32             9
                                                          -------       -------
           Total deferred tax assets                        2,915         2,521
                                                          -------       -------

           Net deferred tax liability                     $(3,940)      $(5,438)
                                                          =======       =======
</TABLE>

      For years prior to 1996, the Bank was allowed a special bad debt deduction
      generally limited to 8% of otherwise taxable income, subject to certain
      limitations based on aggregate loans and savings account balances at the
      end of the year. If the amounts that qualified as deductions for federal
      income taxes are later used for purposes other than for bad debt losses,
      including distributions in liquidation, such distributions will be subject
      to federal income taxes at the then current corporate income tax rate. The
      percentage of earnings bad debt deduction had accumulated to approximately
      $12.1 million as of December 31, 2003. The amount of the unrecognized
      deferred tax liability relating to the cumulative bad debt deduction was
      approximately $4.1 million at December 31, 2003.

      The Bank was required to recapture as taxable income approximately $1.9
      million of its bad debt reserve, which represented post-1987 additions to
      the reserve, and is unable to utilize the percentage of earnings method to
      compute the reserve in the future. The Bank had provided deferred taxes
      for this amount and completed the amortization of the recapture of the bad
      debt reserve into taxable income in 2003.


                                       66
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE I - COMMITMENTS

      The Bank is a party to financial instruments with off-balance-sheet risk
      in the normal course of business to meet the financing needs of its
      customers, including commitments to extend credit. Such commitments
      involve, to varying degrees, elements of credit and interest-rate risk in
      excess of the amount recognized in the consolidated statement of financial
      condition. The contract or notional amounts of the commitments reflect the
      extent of the Bank's involvement in such financial instruments.

      The Bank's exposure to credit loss in the event of nonperformance by the
      other party to the financial instrument for commitments to extend credit
      is represented by the contractual notional amount of those instruments.
      The Bank uses the same credit policies in making commitments and
      conditional obligations as those utilized for on-balance-sheet
      instruments.

      At December 31, 2003, the Bank had outstanding commitments to originate
      and purchase fixed-rate loans of approximately $13.5 million and
      adjustable-rate loans of approximately $1.9 million. Additionally, the
      Bank had unused lines of credit under home equity and other loans of $59.8
      million at December 31, 2003, and stand by letters of credit of $147,000.
      Management believes that all loan commitments are able to be funded
      through cash flow from operations and existing liquidity. Fees received in
      connection with these commitments have not been recognized in earnings.

      Commitments to extend credit are agreements to lend to a customer as long
      as there is no violation of any condition established in the contract.
      Commitments generally have fixed expiration dates or other termination
      clauses and may require payment of a fee. Since many of the commitments
      may expire without being drawn upon, the total commitment amounts do not
      necessarily represent future cash requirements. The Bank evaluates each
      customer's creditworthiness on a case-by-case basis. The amount of
      collateral obtained, if it is deemed necessary by the Bank upon extension
      of credit, is based on management's credit evaluation of the counterparty.
      Collateral on loans may vary but the preponderance of loans granted
      generally include a mortgage interest in real estate as security.

      The Corporation has entered into lease agreements for office premises and
      equipment under operating leases which expire at various dates through the
      year ended December 31, 2010. The following table summarizes minimum
      payments due under lease agreements by year:

<TABLE>
<CAPTION>
      YEAR ENDING
      DECEMBER 31,                                         (In thousands)
<S>                                                        <C>
         2004                                                  $205
         2005                                                   136
         2006                                                    93
         2007                                                    93
         2008 and thereafter                                    295
                                                               ----

                                                               $822
                                                               ====
</TABLE>

      Rental expense under operating leases totaled approximately $234,000,
      $251,000 and $257,000 for the years ended December 31, 2003, 2002 and
      2001, respectively.


                                       67
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE J - REGULATORY CAPITAL

      Advantage Bank is subject to the regulatory capital requirements of the
      Federal Deposit Insurance Corporation (the "FDIC"). Failure to meet
      minimum capital requirements can initiate certain mandatory - and possibly
      additional discretionary - actions by regulators that, if undertaken,
      could have a direct material effect on the Bank's financial statements.
      Under capital adequacy guidelines and the regulatory framework for prompt
      corrective action, the Bank must meet specific capital guidelines that
      involve quantitative measures of the Bank's assets, liabilities, and
      certain off-balance-sheet items as calculated under regulatory accounting
      practices. The Bank's capital amounts and classification are also subject
      to qualitative judgments by the regulators about components, risk
      weightings, and other factors.

      The FDIC has adopted risk-based capital ratio guidelines to which
      Advantage is subject. The guidelines establish a systematic analytical
      framework that makes regulatory capital requirements more sensitive to
      differences in risk profiles among banking organizations. Risk-based
      capital ratios are determined by allocating assets and specified
      off-balance sheet commitments to four risk-weighting categories, with
      higher levels of capital being required for the categories perceived as
      representing greater risk.

      These guidelines divide the capital into two tiers. The first tier ("Tier
      1") includes common equity, certain non-cumulative perpetual preferred
      stock (excluding auction rate issues) and minority interests in equity
      accounts of consolidated subsidiaries, less goodwill and certain other
      intangible assets (except mortgage servicing rights and purchased credit
      card relationships, subject to certain limitations). Supplementary ("Tier
      II") capital includes, among other items, cumulative perpetual and
      long-term limited-life preferred stock, mandatory convertible securities,
      certain hybrid capital instruments, term subordinated debt and the
      allowance for loan losses, subject to certain limitations, less required
      deductions. Savings banks are required to maintain a total risk-based
      capital ratio of 8%, of which 4% must be Tier 1 capital. The FDIC may,
      however, set higher capital requirements when particular circumstances
      warrant. Savings banks experiencing or anticipating significant growth are
      expected to maintain capital ratios, including tangible capital positions,
      well above the minimum levels.

      During 2003, management was notified by the FDIC that Advantage was
      categorized as "well-capitalized" under the regulatory framework for
      prompt corrective action. To be categorized as "well-capitalized"
      Advantage must maintain minimum capital ratios as set forth in the table
      that follows.

      As of December 31, 2003, management believes that the Bank met all capital
      adequacy requirements to which it was subject.

<TABLE>
<CAPTION>
                                                  AS OF DECEMBER 31, 2003

                                                                                            FOR CAPITAL
                                             ACTUAL                                      ADEQUACY PURPOSES
                                        ----------------                         -----------------------------------
                                         AMOUNT    RATIO                         AMOUNT                        RATIO
                                                          (Dollars in thousands)
<S>                                     <C>        <C>          <C>                                  <C>
    Total capital
      (to risk-weighted assets)         $80,657    12.5%        (Greater Than or Equal to)$51,539    (Greater Than or Equal to)8.0%

    Tier I capital
      (to risk-weighted assets)         $75,016    11.6%        (Greater Than or Equal to)$25,769    (Greater Than or Equal to)4.0%

    Tier I leverage                     $75,016     7.4%        (Greater Than or Equal to)$40,799    (Greater Than or Equal to)4.0%
</TABLE>

<TABLE>
<CAPTION>
                                                                   AS OF DECEMBER 31, 2003

                                                                           TO BE "WELL-
                                                                       CAPITALIZED" UNDER
                                                                       PROMPT CORRECTIVE
                                                                       ACTION PROVISIONS
                                                                       -----------------
                                                            AMOUNT                           RATIO
                                                                     (Dollars in thousands)
<S>                                          <C>                                   <C>
    Total capital
      (to risk-weighted assets)              (Greater Than or Equal to)$64,424     (Greater Than or Equal to)10.0%

    Tier I capital
      (to risk-weighted assets)              (Greater Than or Equal to)$38,654     (Greater Than or Equal to) 6.0%

    Tier I leverage                          (Greater Than or Equal to)$50,999     (Greater Than or Equal to) 5.0%
</TABLE>


                                       68
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE J - REGULATORY CAPITAL (continued)

<TABLE>
<CAPTION>
                                                               AS OF DECEMBER 31, 2002

                                                                                            FOR CAPITAL
                                             ACTUAL                                      ADEQUACY PURPOSES
                                        ---------------                           ---------------------------------
                                        AMOUNT    RATIO                           AMOUNT                      RATIO
<S>                                     <C>        <C>          <C>                                  <C>
                                                        (Dollars in thousands)
    Total capital
      (to risk-weighted assets)         $81,269    12.7%        (Greater Than or Equal to)$51,067    (Greater Than or Equal to)8.0%

    Tier I capital
      (to risk-weighted assets)         $75,779    11.9%        (Greater Than or Equal to)$25,533    (Greater Than or Equal to)4.0%

    Tier I leverage                     $75,779     7.2%        (Greater Than or Equal to)$42,365    (Greater Than or Equal to)4.0%
</TABLE>

<TABLE>
<CAPTION>

                                                                 AS OF DECEMBER 31, 2002

                                                                        TO BE "WELL-
                                                                    CAPITALIZED" UNDER
                                                                     PROMPT CORRECTIVE
                                                                     ACTION PROVISIONS
                                                          -------------------------------------
                                                          AMOUNT                          RATIO
<S>                                                       <C>                             <C>
    Total capital
      (to risk-weighted assets)         (Greater Than or Equal to)$63,834     (Greater Than or Equal to)10.0%

    Tier I capital
      (to risk-weighted assets)         (Greater Than or Equal to)$38,300     (Greater Than or Equal to) 6.0%

    Tier I leverage                     (Greater Than or Equal to)$52,956     (Greater Than or Equal to) 5.0%
</TABLE>

      The Corporation's management believes that, under the current regulatory
      capital regulations, the Bank will continue to meet its minimum capital
      requirements in the foreseeable future. However, events beyond the control
      of the Corporation, such as increased interest rates or a downturn in the
      economy in the Bank's market areas, could adversely affect future earnings
      and, consequently, the ability to meet future minimum regulatory capital
      requirements.

NOTE K - BENEFIT PLANS

      The Corporation has a non-contributory retirement plan which provides
      benefits to certain key officers. The Corporation's obligations under the
      plan have been provided for via the purchase of single premium key man
      life insurance of which the Corporation is the beneficiary. The
      Corporation recorded expense related to the plan totaling approximately
      $291,000 $296,000 and $73,000 during the years ended December 31, 2003,
      2002 and 2001, respectively.

      The Corporation also has a 401(k) Salary Savings Plan covering
      substantially all employees. Contributions by the employees are voluntary
      and are subject to matching contributions by the employer under a fixed
      percentage, which may be increased at the discretion of the Board of
      Directors. Total expense under this plan was $297,000, $328,000 and
      $385,000 for the years ended December 31, 2003, 2002 and 2001,
      respectively.


                                       69
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE L - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL
         INFORMATION

      The following condensed financial statements summarize the financial
      position of the Corporation as of December 31, 2003 and 2002, and the
      results of its operations and its cash flows for each of the years ended
      December 31, 2003, 2002 and 2001:

                           CAMCO FINANCIAL CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                                  December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                   2003            2002
<S>                                                                           <C>             <C>
      ASSETS

      Cash in Bank subsidiary                                                 $     306       $     333
      Interest-bearing deposits in other financial institutions                  11,315          14,981
      Investment securities designated as available for sale                        476             322
      Investment in Bank subsidiary                                              78,734          81,437
      Investment in title agency subsidiary                                         805             831
      Office premises and equipment - net                                         1,386           1,425
      Cash surrender value of life insurance                                      1,148           1,103
      Prepaid expenses and other assets                                             105              --
                                                                              ---------       ---------

               Total assets                                                   $  94,275       $ 100,432
                                                                              =========       =========

      LIABILITIES AND STOCKHOLDERS' EQUITY

      Accounts payable and other accrued liabilities                          $     358       $     472
      Dividends payable                                                           1,063           1,046
      Accrued federal income taxes                                                  300             296
      Deferred federal income taxes                                                  11              17
                                                                              ---------       ---------
               Total liabilities                                                  1,732           1,831

      Stockholders' equity
        Common stock                                                              8,429           8,311
        Additional paid-in capital                                               55,132          54,063
        Retained earnings                                                        45,121          42,497
        Unrealized gains on securities designated as available for sale,
          net of related tax effects                                                206           2,098
        Treasury stock, at cost                                                 (16,345)         (8,368)
                                                                              ---------       ---------
               Total stockholders' equity                                        92,543          98,601
                                                                              ---------       ---------

               Total liabilities and stockholders' equity                     $  94,275       $ 100,432
                                                                              =========       =========
</TABLE>


                                       70
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE L - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION (continued)

                           CAMCO FINANCIAL CORPORATION
                             STATEMENTS OF EARNINGS
                             Year ended December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   2003          2002         2001
<S>                                                              <C>          <C>           <C>
      Income
        Dividends from Bank subsidiary                           $7,504       $18,006       $9,615
        Dividends from title agency subsidiary                      700           750           --
        Interest and other income                                   172           146          173
        Distributions in excess of net earnings of the Bank        (709)       (7,643)        (306)
        (Excess distribution from) undistributed earnings
          of the title agency subsidiary                            (26)         (270)         406
                                                                 ------       -------       ------
               Total income                                       7,641        10,989        9,888
      General, administrative and other expense                   1,129         1,451        2,237
                                                                 ------       -------       ------
      Earnings before federal income tax credits                  6,512         9,538        7,651
      Federal income tax credits                                   (344)         (467)        (893)
                                                                 ------       -------       ------

      Net earnings                                               $6,856       $10,005       $8,544
                                                                 ======       =======       ======
</TABLE>


                                       71
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE L - CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION (continued)

                           CAMCO FINANCIAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                             Year ended December 31,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            2003           2002           2001
<S>                                                                     <C>            <C>            <C>
    Cash flows from operating activities:
      Net earnings for the year                                         $  6,856       $ 10,005       $  8,544
      Adjustments to reconcile net earnings to net cash
      flows provided by (used in) operating activities:
        Distributions in excess of net earnings of Bank subsidiary           709          7,643            306
        Excess distribution from (undistributed net earnings of)
          title agency subsidiary                                             26            270           (406)
        Gain on sale of office premises and equipment                         (1)            --             --
        Depreciation and amortization                                         58            112            125
        Increase (decrease) in cash due to changes in:
          Prepaid expenses and other assets                                 (105)         1,946         (1,710)
          Accounts payable and other liabilities                            (114)        (4,340)         4,301
          Accrued federal income taxes                                         4            (41)           (40)
          Deferred federal income taxes                                      (58)            25             51
          Tax benefits related to exercise of stock options                  210            197             --
        Other - net                                                           --             --             14
                                                                        --------       --------       --------
             Net cash provided by operating activities                     7,585         15,817         11,185

    Cash flows from investing activities:
      Purchase of investment securities                                       --           (102)            --
      Proceeds from redemption of available for sale securities               --             17             --
      Net increase in cash surrender value of life insurance                 (45)           (49)           (49)
      Purchase of office premises and equipment                              (32)           (98)          (381)
      Proceeds from sale of office premises and equipment                     14            347            247
      (Increase) decrease in interest-bearing deposits in other
        financial institutions                                             3,666         (7,397)        (6,209)
      Purchase of Columbia Financial of Kentucky, Inc. - net                  --             --         (3,000)
                                                                        --------       --------       --------
             Net cash provided by (used in) investing activities           3,603         (7,282)        (9,392)

    Cash flows from financing activities:
      Proceeds from exercise of stock options                                977          1,886          1,262
      Dividends paid                                                      (4,215)        (4,045)        (3,346)
      Purchase of treasury shares                                         (7,977)        (6,314)            --
                                                                        --------       --------       --------
             Net cash used in financing activities                       (11,215)        (8,473)        (2,084)
                                                                        --------       --------       --------

    Net increase (decrease) in cash and cash equivalents                     (27)            62           (291)

    Cash and cash equivalents at beginning of year                           333            271            562
                                                                        --------       --------       --------

    Cash and cash equivalents at end of year                            $    306       $    333       $    271
                                                                        --------       --------       --------
</TABLE>


                                       72
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE M - RESTRUCTURING CHARGE

      In June 2001, Camco recorded a restructuring charge related to the
      consolidation of its banking subsidiaries' charters. The restructuring
      charge was recorded to accrue for termination of 22 accounting and loan
      servicing employees and disbanding local boards of directors. Through
      December 31, 2002, fourteen of the identified employees had been
      terminated. The remaining employees either terminated prior to the
      consolidation of the banking subsidiaries or transferred to other
      departments. The following table summarizes activity related to the
      restructuring charge:

<TABLE>
<CAPTION>
                                                     EMPLOYEE     OCCUPANCY
                                                   COMPENSATION       AND           OTHER
                                                   AND BENEFITS    EQUIPMENT      OPERATING        TOTAL
                                                                        (In thousands)
<S>                                                <C>            <C>            <C>            <C>
      Original restructuring charge                  $    643       $    150       $    295       $  1,088
      Restructuring charge reversed in 2001               (14)           (56)           (68)          (138)
                                                     --------       --------       --------       --------
      Net restructuring charge                            629             94            227            950
      Payments                                           (388)           (94)          (227)          (709)
                                                     --------       --------       --------       --------
      Remaining accrued restructuring
        charge at December 31, 2001                       241             --             --            241
      Payments                                           (109)            --             --           (109)
      Restructuring charge reversed in 2002              (112)            --             --           (112)
                                                     --------       --------       --------       --------

      Accrued restructuring charge at
        December 31, 2002                            $     20       $     --       $     --       $     20
                                                     --------       --------       --------       --------
</TABLE>

      During 2003, Camco paid $16,000 of the accrued liability and reversed the
      remaining $4,000 to operations.

NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      The following table summarizes the Corporation's quarterly results for the
      years ended December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                    DECEMBER 31,   SEPTEMBER 30,      JUNE 30,      MARCH 31,
      2003:                                                 (In thousands, except per share data)
<S>                                                 <C>            <C>                <C>           <C>
      Total interest income                             $ 12,922       $ 13,342       $ 13,918       $ 14,693
      Total interest expense                               7,282          7,655          7,973          8,327
                                                        --------       --------       --------       --------

      Net interest income                                  5,640          5,687          5,945          6,366
      Provision for losses on loans                          516            255            255            420
      Other income                                         2,185          2,423          3,348          3,455
      General, administrative and other expense            6,506          5,551          5,860          5,779
                                                        --------       --------       --------       --------

      Earnings before income taxes                           803          2,304          3,178          3,622
      Federal income taxes                                   215            718            950          1,168
                                                        --------       --------       --------       --------

      Net earnings                                      $    588       $  1,586       $  2,228       $  2,454
                                                        ========       ========       ========       ========

      Earnings per share:
        Basic                                           $   0.09       $   0.21       $   0.30       $   0.32
                                                        ========       ========       ========       ========

        Diluted                                         $   0.09       $   0.21       $   0.29       $   0.32
                                                        ========       ========       ========       ========
</TABLE>


                                       73
<PAGE>
                           CAMCO FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        December 31, 2003, 2002 and 2001

NOTE N - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                      DECEMBER 31,   SEPTEMBER 30,        JUNE 30,    MARCH 31,
      2002:                                                       (In thousands, except per share data)
<S>                                                   <C>            <C>                  <C>         <C>
      Total interest income                                $15,613         $16,461         $17,049      $16,879
      Total interest expense                                 9,037           9,528           9,725       10,266
                                                           -------         -------         -------      -------

      Net interest income                                    6,576           6,933           7,324        6,613
      Provision for losses on loans                            417             338             207          207
      Other income                                           3,059           2,684           2,104        2,253
      General, administrative and other expense              5,299           5,559           5,573        5,139
                                                           -------         -------         -------      -------

      Earnings before income taxes                           3,919           3,720           3,648        3,520
      Federal income taxes                                   1,289           1,190           1,178        1,145
                                                           -------         -------         -------      -------

      Net earnings                                         $ 2,630         $ 2,530         $ 2,470      $ 2,375
                                                           =======         =======         =======      =======

      Earnings per share:
        Basic                                              $  0.34         $  0.32         $  0.31      $  0.30
                                                           =======         =======         =======      =======

        Diluted                                            $  0.33         $  0.32         $  0.31      $  0.29
                                                           =======         =======         =======      =======
</TABLE>


                                       74
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

      Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

      (a) Camco's Chief Executive Officer and Chief Financial Officer evaluated
the effectiveness of the disclosure controls and procedures (as defined under
Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as
amended) as of December 31, 2003. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that Camco's
disclosure controls and procedures are effective.

      (b) There were no significant changes in Camco's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The information contained under the captions "Election of Directors,"
"Incumbent Directors," "Executive Officers," "Board Meetings, Committees and
Compensation" and "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Proxy Statement for the 2004 Annual Meeting of Stockholders to be filed by
Camco on or about March 22, 2004 (the "Proxy Statement") is incorporated herein
by reference.

      Camco has adopted a Code of Ethics that applies to all directors and
employees. The Code of Ethics is available upon request.

ITEM 11. EXECUTIVE COMPENSATION.

      The information contained in the Proxy Statement under the caption, "Board
Meetings, Committees and Compensation" and "Compensation of Executive Officers"
is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The information contained in the Proxy Statement under the caption
"Ownership of Camco Shares" is incorporated herein by reference.

      Camco maintains the Camco Financial Corporation 1995 Stock Option and
Incentive Plan, the First Ashland Financial Corporation 1995 Stock Option and
Incentive Plan, the Westwood Homestead Financial Corporation 1997 Stock Option
Plan and the Camco Financial Corporation 2002 Equity Incentive Plan
(collectively, the "Plans") under which it may issue equity securities to its
directors, officers and employees. Each of the Plans was approved by Camco's
stockholders.

      The following table shows, as of December 31, 2003, the number of common
shares issuable upon the exercise of outstanding stock options, the
weighted-average exercise price of those stock options, and the number of common
shares remaining for future issuance under the Plans, excluding shares issuable
upon exercise of outstanding stock options.


                                       75
<PAGE>
                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                             (a)                         (b)                         (c)
                                                                                            NUMBER OF SECURITIES
                                                                                           REMAINING AVAILABLE FOR
                                    NUMBER OF SECURITIES                                    FUTURE ISSUANCE UNDER
                                     TO BE ISSUED UPON            WEIGHTED-AVERAGE        EQUITY COMPENSATION PLANS
                                        EXERCISE OF              EXERCISE PRICE OF          (EXCLUDING SECURITIES
         PLAN CATEGORY              OUTSTANDING OPTIONS         OUTSTANDING OPTIONS       REFLECTED IN COLUMN (A))
         -------------              -------------------         -------------------       ------------------------
<S>                                 <C>                         <C>                       <C>
Equity compensation plans
approved by security
holders..................                  257,072                      $12.11                       433,389
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Advantage makes loans to executive officers and directors of Camco and its
subsidiaries in the ordinary course of business and on the same terms and
conditions, including interest rates and collateral, as those of comparable
loans to other persons. All outstanding loans to executive officers and
directors were made pursuant to such policy, do not involve more than the normal
risk of collectibility or present other unfavorable features and are current in
their payments.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      The information contained under the caption "Audit Committee Report" is
incorporated herein by reference.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

      (a)   Exhibits.

            3(i)        Certificate of Incorporation

            3(ii)       Bylaws

            10(i)       Employment Agreement between Camco and Richard C. Baylor

            10(ii)      Employment Agreement between Camco and Larry A. Caldwell

            10(iii)     Form of Change of Control Agreement

            10(iv)      Form of 2002 Salary Continuation Agreement

            10(v)       1996 Salary Continuation Agreement between Advantage
                        and D. Edward Rugg

            10(vi)      Form of Executive Deferred Compensation Agreement

            10(vii)     First Ashland Financial Corporation 1995 Stock Option
                        and Incentive Plan

            10(viii)    Camco Financial Corporation 2002 Equity Incentive Plan

            10(ix)      Camco Financial Corporation 1995 Stock Option and
                        Incentive Plan

            10(x)       Westwood Homestead Financial Corporation 1997 Stock
                        Option Plan

            21          Subsidiaries of Camco

            23          Consent of Grant Thornton LLP regarding Camco's
                        Consolidated Financial Statements and Form S-8

            31(i)       Section 302 Certification of Chief Executive Officer

            31(ii)      Section 302 Certification of Chief Financial Officer

            32(i)       Section 1350 Certification of Chief Executive Officer

            32(ii)      Section 1350 Certification of Chief Financial Officer

      (b)   Reports on Form 8-K.

            Camco filed a Form 8-K on October 30, 2003, disclosing its
            earnings release for the quarter ended September 30, 2003.
            Camco filed a Form 8-K on on November 26, 2003, reporting
            the declaration of a cash dividend. Camco filed a Form 8-K
            on January 26, 2004, disclosing its earnings release for
            the quarter and year ended December 31, 2004.


                                       76
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                            Camco Financial Corporation


                            By /s/ Richard C. Baylor
                               -------------------------------------------------
                               Richard C. Baylor,
                               President, Chief Executive Officer and a Director

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


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

    Larry A. Caldwell                                Robert C. Dix, Jr.,
    Chairman and Director                            Director

Date: March 10, 2004                             Date: March 10, 2004


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

Date: March 10, 2004                             Date: March 10, 2004


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

Date: March 10, 2004                             Date: March 10, 2004


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

Date: March 10, 2004                             Date: March 10, 2004


By /s/ Mark A. Severson
   ----------------------------
    Mark A. Severson,
    Chief Financial Officer

Date: March 10, 2004


                                       77
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
ITEM                           DESCRIPTION
----                           -----------
<S>                            <C>                                         <C>
Exhibit 3(i)                   Restated Certificate of
                               Incorporation of Camco Financial
                               Corporation


Exhibit 3(ii)                  1987 Amended and Restated                   Incorporated by reference to Camco's
                               By-Laws of Camco Financial                  Form 10-Q for the quarter ended
                               Corporation                                 September 30, 2003, Exhibit 3

Exhibit 10(i)                  Employment Agreement dated                  Incorporated by reference to Camco's
                               January 1, 2001, by and between             2002 Proxy, Exhibit 10(i)
                               Camco Financial Corporation and
                               Richard C. Baylor

Exhibit 10(ii)                 Employment Agreement dated                  Incorporated by reference to Camco's
                               November 9, 2001, by and between            2002 Proxy, Exhibit 10(ii)
                               Camco Financial Corporation and
                               Larry A. Caldwell

Exhibit 10(iii)                Form of Change of Control Agreement

Exhibit 10(iv)                 Form of 2002 Salary Continuation
                               Agreement, including individualized
                               Schedule A's for each participant

Exhibit 10(v)                  1996 Salary Continuation Agreement
                               Between Advantage and D. Edward Rugg

Exhibit 10(vi)                 Form of Executive Deferred
                               Compensation Agreement

Exhibit 10(vii)                First Ashland Financial Corporation         Incorporated by reference to Camco's
                               1995 Stock Option and Incentive Plan        Form S-8 filed on June 10, 2002, File Number
                                                                           333-90142, Exhibit 4.01

Exhibit 10(viii)               Camco Financial Corporation 2002            Incorporated by reference to Camco's
                               Equity Incentive Plan                       Form S-8 filed on June 10, 2002, File
                                                                           Number 333-90152, Exhibit 4.01

Exhibit 10(ix)                 Camco Financial Corporation 1995            Incorporated by reference to Camco's
                               Stock Option and Incentive Plan             Form S-8 filed on June 10, 2002, File
                               Number 333-90166, Exhibit 4.01

Exhibit 10(x)                  Westwood Homestead Financial                Incorporated by reference to Camco's
                               Corporation 1997 Stock Option Plan          Form S-8 filed on January 5, 2000, File Number
                                                                           333-94113, Exhibit 4.01

Exhibit 21                     Subsidiaries of Camco

Exhibit 23                     Consent of Grant Thornton LLP
                               regarding Camco's Consolidated
                               Financial Statements and Form S-8

Exhibit 31(i)                  Section 302 Certification by Chief Executive Officer

Exhibit 31(ii)                 Section 302 Certification by Chief Financial Officer

Exhibit 32(i)                  Section 1350 Certification by Chief Executive Officer

Exhibit 32(ii)                 Section 1350 Certification by Chief Financial Officer
</TABLE>