Exhibit 10(xxiii)
 FIRST AMENDMENT
TO THE
ADVANTAGE BANK
SALARY CONTINUATION AGREEMENT
DATED OCTOBER 10, 2002
FOR
 
 
   The following Section 1.10a shall be added to the Agreement immediately following Section
1.10:
 1.10a
    
    Specified Employee means an employee who at the time of Termination of Employment is a key
employee of the Company, if any stock of the Company is publicly traded on an established
securities market or otherwise. For purposes of this Agreement, an employee is a key employee
if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii)
(applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at
any time during the 12-month period ending on December 31 (the identification period). If
the employee is a key employee during an identification period, the employee is treated as a
key employee for purposes of this Agreement during the twelve (12) month period that begins on
the first day of April following the close of the identification period.Section 1.11 of the Agreement shall be deleted in its entirety and replaced by the following:1.11
    
    Termination of Employment means termination of the Executives employment with the Company
for reasons other than death. Whether a termination of employment has occurred is determined
based on whether the facts and circumstances indicate that the Company and the Executive
reasonably anticipated that no further services would be performed after a certain date or
that the level of bona fide services the Executive would perform after such date (whether as
an employee or as an independent contractor) would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed (whether as an employee or
an independent contractor) over the
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immediately preceding thirty-six (36) month period (or the full period of services to the
Company if the Executive has been providing services to the Company less than thirty-six
(36) months).Sections 2.2.1 and 2.2.2 of the Agreement shall be deleted in their entirety and replaced by
the following:2.2.1
    
    Amount of Benefit. The benefit under this Section 2.2 is the Early Termination Annual
Benefit set forth in Schedule A for the Plan Year ending immediately prior to the Early
Termination Date, determined by vesting the Executive in ten percent (10%) of the Accrual
Balance set forth in Schedule A for the first Plan Year (based on ten percent (10%) credit for
each two Years of Employment prior to the Effective Date of this Agreement) and an additional
ten percent (10%) of said amount for each succeeding Plan Year thereafter until the Executive
becomes one hundred percent (100%) vested in the Accrual Balance. Any increase in the annual
benefit under Section 2.1.1 shall require the recalculation of this benefit on Schedule A.
This benefit is determined by calculating a fifteen (15) year fixed annuity from the Accrual
Balance, crediting interest on the unpaid balance at an annual rate of six percent (6%),
compounded monthly. The Company, in its discretion, may adjust the annual rate to maintain
the rate within reasonable standards according to GAAP and/or applicable bank regulatory
guidance.
 2.2.2
    
    Payment of Benefit.The Company shall pay the annual benefit determined in accordance with
Section 2.2.1 to the Executive in twelve (12) equal monthly installments commencing with the
month following Termination of Employment and continuing for a period of fifteen (15) years.Section 2.3.1 of the Agreement shall be deleted in its entirety and replaced by the following:
 2.3.1
    
    Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit set
forth in Schedule A for the Plan Year ending immediately prior to the date on which
Termination of Employment occurs (except during the first Plan Year, when the benefit is the
amount set forth for Plan Year 1), determined by vesting the Executive in one hundred percent
(100%) of the Accrual Balance. Any increase in the annual benefit under Section 2.1.1 shall
require the recalculation of this benefit on Schedule A. This benefit is determined by
calculating a fifteen (15) year fixed annuity from the Accrual Balance, crediting interest on
the unpaid balance at an annual rate of six percent (6%), compounded monthly. The Company, in
its discretion, may adjust the annual rate to maintain the rate within reasonable standards
according to GAAP and/or applicable bank regulatory guidance.Section 2.4.1 of the Agreement shall be deleted in its entirety and replaced by the following:
 2.4.1
    
    Amount of Benefit. The benefit under this Section 2.4 is the Change of Control Annual
Benefit set forth in Schedule A for the Plan Year ending immediately prior to the date on
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which Termination of Employment occurs (except during the first Plan Year, when the benefit
is the amount set forth for Plan Year 1), determined by vesting the Executive in one hundred
percent (100%) of the Accrual Balance. Any increase in the annual benefit under Section
2.1.1 shall require the recalculation of this benefit on Schedule A. This benefit is
determined by calculating a fifteen (15) year fixed annuity from the Accrual Balance,
crediting interest on the unpaid balance at an annual rate of six percent (6%), compounded
monthly. The Company, in its discretion, may adjust the annual rate to maintain the rate
within reasonable standards according to GAAP and/or applicable bank regulatory guidance.
 Section 2.4.3 of the Agreement shall be deleted in its entirety.
 The following Sections 2.5, 2.6 and 2.7 shall be added to the Agreement immediately following
Section 2.4.2:
 2.5
    
    Restriction on Timing of Distributions.Notwithstanding any provision of this Agreement to
the contrary, if the Executive is considered a Specified Employee, the provisions of this
Section 2.5 shall govern all distributions hereunder. If benefit distributions which would
otherwise be made to the Executive due to a Termination of Employment are limited because the
Executive is a Specified Employee, then such distributions shall not be made during the first
six (6) months following Termination of Employment. Rather, any distribution which would
otherwise be paid to the Executive during such period shall be accumulated and paid to the
Executive in a lump sum on the first day of the seventh month following the Termination of
Employment. All subsequent distributions shall be paid in the manner specified.
 2.6
    
    Distributions Upon Income Inclusion Under Section 409A of the Code. If, pursuant to Code
Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax,
the Executive becomes subject to tax on the amounts deferred hereunder, then the Company may
make a limited distribution to the Executive in accordance with the provisions of Treasury
Regulations Section 1.409A-3(j)(vi), (vii) and (xi). Any such distribution will decrease the
Executives benefit hereunder.
 2.7
    
    Change in Form or Timing of Distributions. All changes in the form or timing of
distributions hereunder must comply with the following requirements. The changes:
 (a)
    
    may not accelerate the time or schedule of any distribution,
except as provided in Section 409A of the Code and the regulations thereunder;(b)
    
    must, for benefits distributable under Sections 2.1, 2.2, 2.3
and 2.4, delay the commencement of distributions for a minimum of five (5)
years from the date the first distribution was originally scheduled to be made;
and(c)
    
    must take effect not less than twelve (12) months after the
election is made.
 
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Article 7 of the Agreement shall be deleted in its entirety and replaced by the following:
 Article 7
Amendments and Termination
 7.1
    
    Amendments. This Agreement may be amended only by a written agreement signed by the Company
and the Executive. However, the Company may unilaterally amend this Agreement to conform with
written directives to the Company from its auditors or banking regulators or to comply with
legislative changes or tax law, including without limitation Section 409A of the Code and any
and all Treasury regulations and guidance promulgated thereunder.
 7.2
    
    Plan Termination Generally. This Agreement may be terminated only by a written agreement
signed by the Company and the Executive. The benefit hereunder shall be the amount the
Company has accrued with respect to the Companys obligations hereunder as of the date the
Agreement is terminated. Except as provided in Section 7.3, the termination of this Agreement
shall not cause a distribution of benefits under this Agreement. Rather, after such
termination benefit distributions will be made at the earliest distribution event permitted
under Article 2 or Article 3.
 7.3
    
    Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
7.2, if this Agreement terminates in the following circumstances:
 (a)
    
    Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Company, or in the ownership of a substantial
portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the
Code, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that all the Companys
arrangements which are substantially similar to the Agreement are terminated so the
Executive and all participants in the similar arrangements are required to receive all
amounts of compensation deferred under the terminated arrangements within twelve (12)
months of the such terminations;(b)
    
    Upon the Companys dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the Executives
gross income in the latest of (i) the calendar year in which the Agreement terminates;
(ii) the calendar year in which the amount is no longer subject to a substantial risk
of forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or(c)
    
    Upon the Companys termination of this and all other arrangements that would be
aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if
the Executive participated in such arrangements (Similar Arrangements), provided that
(i) the termination and liquidation does not occur proximate to a downturn in the
financial health of the Company, (ii) all termination distributions are made no earlier
than twelve (12) months and no later
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than twenty-four (24) months following such
termination, and (iii) the Company
does not adopt any new arrangement that would be a Similar Arrangement for a minimum
of three (3) years following the date the Company takes all necessary action to
irrevocably terminate and liquidate the Agreement;
  The following Section 9.11 shall be added to the Agreement immediately following Section 9.10:
 9.11
    
    Compliance with Code Section 409A.This Agreement shall be interpreted and administered
consistent with Code Section 409A.
 IN WITNESS OF THE ABOVE
 Executive:
    
    ADVANTAGE BANKByEmployee
    
    Title
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Exhibit 10(xxiii)
 FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
 
 RECITALS
   AMENDMENT
           Special Rules Relating to Payments
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6.
    
    New Section 16 is hereby added to the Agreement as follows:This Agreement is intended to comply with or be exempt from the requirements of
Section 409A of the Code, as applicable, and, to the maximum extent permitted by
law, shall be interpreted, construed and administered consistent with this intent.
Neither Camco nor any other person shall have liability in the event this Agreement
fails to comply with the requirements of Section 409A of the Code. Nothing in this
Agreement shall be construed as the guarantee of any particular tax treatment to the
Employee.
  CAMCO FINANCIAL CORPORATIONEmployeeBy:Its:
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