##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    incorporation or organization)

(I.R.S. Employer
    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:
  Common Stock, $1 par value per share

NASDAQ Global Market(Title of Each Class)

(Name of exchange on which registered)  Securities registered pursuant to Section 12(g) of the
    Act:
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K:
  Form 10-K:




---





TABLE OF CONTENTS  PART IItem 1. Business.Item 1A. Risk Factors.Item 1B. Unresolved Staff Comments.Item 2. Properties.Item 5. Stock InformationItem 6. Selected Consolidated Financial Data.Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.CONSOLIDATED STATEMENTS OF FINANCIAL CONDITIONCONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSCAMCO FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSEX-4EX-10(XVI)EX-10(XVII)EX-10(XVIII)EX-10(XIX)EX-10(XX)EX-10(XXI)EX-10.XXIIEX-10.XXIIIEX-23EX-31(i)EX-31(ii)EX-32(i)EX-31(ii)    Table of Contents  
  PART I
 
  Item 1.
    Business.  General
            http://www.camcofinancial.com Form 10-K, Form 10-Q, Form 8-K
  Lending
    Activities
  General.
 2




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##### Table of Contents



Loan Portfolio Composition.
  At December 31,2008


2007


2006


2005


2004Percent





Percent





Percent





Percent





Percentof





of





of





of





ofTotal





Total





Total





Total





TotalAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


Loans(Dollars in thousands)Type of loan:Existing residential properties(1)

$
528,178



69.8
%

$
557,050



68.6
%

$
590,546



72.3
%

$
582,487



69.3
%

$
593,932



71.9
%Construction and development


31,097



4.1



45,677



5.6



42,654



5.2



74,601



8.9



50,560



6.1Nonresidential real estate


129,334



17.1



126,437



15.6



100,189



12.2



95,380



11.3



105,247



12.7Consumer and other loans(2)


83,425



11.0



89,395



11.0



91,917



11.2



94,547



11.3



84,550



10.2Total

$
772,034



102.0


$
818,559



100.8


$
825,307



100.9


$
847,015



100.8


$
834,289



100.9Less:Unamortized yield adjustments


354



(0.0
)


166



(0.0
)


(8
)


(0.0
)


(266
)


(0.0
)


(937
)


(0.1
)Allowance for loan losses


(15,747
)


(2.0
)


(6,623
)


(0.8
)


(7,144
)


(0.9
)


(6,959
)


(0.8
)


(6,476
)


(0.8
)Total loans, net

$
756,641



100.0
%

$
812,102



100.0
%

$
818,154



100.0
%

$
839,790



100.0
%

$
826,876



100.0
%     (1)
    
    Includes home equity lines of credit.(2)
    
    Includes second mortgage, multifamily and commercial loans.  Loan Maturity Schedule.
  Due in One


Due After OneYear or


through


Due AfterLess


Five Years


Five Years


Total(In thousands)Loans:Existing residential properties

$
10,621


$
68,677


$
323,438


$
402,736Multifamily


2,008



18,525



18,100



38,633Nonresidential real estate


12,888



32,532



83,914



129,334Construction and development


8,920



8,581



13,596



31,097Commercial


14,610



17,519



8,487



40,616HELOC


3,198



70,442



51,802



125,442Consumer and other loans


1,043



3,063



70



4,176Total

$
53,288


$
219,339


$
499,407


$
772,034  3




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##### Table of Contents



Due afterDecember 31,2009(In thousands)Fixed rate of interest

$
224,901Adjustable rate of interest


493,845Total

$
718,746   fully-amortized
  Residential Loans.
            Construction and Development Loans.
 4




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##### Table of Contents



30-year 15-year
    Nonresidential Real Estate Loans.
    Consumer and Other Loans.
    Loan Solicitation and Processing.
   5




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##### Table of Contents



Loan Originations, Purchases and
    Sales.
       6




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##### Table of Contents



Year Ended December 31,2008


2007


2006


2005


2004(In thousands)Loans originated:Construction (purchased and originated)

$
7,774


$
41,323


$
23,752


$
45,066


$
45,826Permanent


107,776



80,900



86,613



121,033



164,540Consumer and other


127,604



173,070



172,403



234,214



126,168Total loans originated


243,154



295,293



282,768



400,313



336,534Loans purchased(1)


249



3,021



3,698



11,141



27,301Reductions:Principal repayments(1)


229,330



249,922



250,409



323,314



212,450Loans sold(1)


45,330



49,953



50,924



69,734



117,886Transfers from loans to real estate owned


6,574



5,490



4,092



3,725



6,591Total reductions


(281,234
)


(305,365
)


(305,425
)


(396,773
)


(336,927
)Increase (decrease) in other items, net(2)


(18,614
)


505



(959
)


(2,656
)


(2,140
)Decrease due to branch sales(3)


















(42,634
)Increase due to mergers(4)


















49,050Net increase (decrease)

$
(56,445
)

$
(6,546
)

$
(19,918
)

$
12,025


$
31,184     (1)
    
    Includes SBA guaranteed loans.(2)
    
    Other items primarily consist of amortization of deferred loan
    origination fees and the provision for losses on loans.(3)
    
    The 2004 decrease resulted from the sale of the Ashland division.(4)
    
    The 2004 increase resulted from the acquisition of London.  Lending Limit.
    Loan Concentrations.
    Loan Origination and Other Fees.
 7




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##### Table of Contents



Delinquent Loans, Nonperforming Assets and Classified
    Assets.
      At December 31,2008


2007


2006


2005


2004(Dollars in thousands)Loans delinquent for:one  two payments

$
13,338


$
18,210


$
13,833


$
9,490


$
12,302three or more payments


25,202



19,070



18,536



13,922



9,794Total delinquent loans

$
38,540


$
37,280


$
32,369


$
23,412


$
22,096Ratio of total delinquent loans to total net loans(1)


5.09
%


4.59
%


3.91
%


2.76
%


2.64
%     (1)
    
    Total net loans include loans held for sale.   8




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##### Table of Contents



At December 31,2008


2007


2006


2005


2004(Dollars in thousands)Loans accounted for on nonaccrual basis:Real estate:Residential(1)

$
33,907


$
15,775


$
15,142


$
10,267


$
7,922Nonresidential


18,057



7,148



1,989



3,109



463Commercial


1,393



455



398



387



Consumer and other


127



617



136



159



1,409Total nonaccrual loans


53,484



23,995



17,665



13,922



9,794Accruing loans delinquent three months or more Real estate:Residential


44



1,520



871







Nonresidential


















Consumer and other


















Total loans 90 days past due and accruing


44



1,520



871







Total nonperforming loans

$
53,528


$
25,515


$
18,536


$
13,922


$
9,794Allowance for loan losses

$
15,747


$
6,623


$
7,144


$
6,959


$
6,476Nonperforming loans as a percent of total net loans(2)


7.05
%


3.13
%


2.23
%


1.64
%


1.17
%Allowances for loan losses as a percent of nonperforming loans


29.4
%


26.0
%


38.5
%


50.0
%


66.1
%     (1)
    
    Includes construction and development loans(2)
    
    Includes loans held for sale.     9




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##### Table of Contents



December 31, 2008(In thousands)Classified assets:Substandard

$
66,080Doubtful


2,313Loss


33Total classified assets

$
68,426     Allowance for Loan Losses.
  Year Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands)Balance at beginning of year

$
6,623


$
7,144


$
6,959


$
6,476


$
5,641Charge-offs:1-4 family residential real estate


3,568



1,048



646



877



1,142Multifamily and nonresidential real estate


1,190



916



562



146



25Consumer and other


1,809



133



231



257



430Total charge-offs


6,567



2,097



1,439



1,280



1,597Recoveries:1-4 family residential real estate


373



26



25



265



180Consumer and other


525



55



159



18



9Total recoveries


898



81



184



283



189Net (charge-offs) recoveries


(5,669
)


(2,016
)


(1,255
)


(997
)


(1,408
)Provision for losses on loans


14,793



1,495



1,440



1,480



1,620Increase attributable to mergers(1)


















623Balance at end of year

$
15,747


$
6,623


$
7,144


$
6,959


$
6,476Net (charge-offs) recoveries to average loans


(.74
)%


(.25
)%


(.15
)%


(.12
)%


(.17
)%     (1)
    
    The 2004 increase resulted from the acquisition of London
    Financial Corporation. 10




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##### Table of Contents



At December 31,2008


2007


2006


2005


2004Percent





Percent





Percent





Percent





Percentof Loans





of Loans





of Loans





of Loans





of Loansin Each





in Each





in Each





in Each





in EachCategory





Category





Category





Category





Categoryto Total





to Total





to Total





to Total





to TotalAmount


Loans


Amount


Loans


Amount


Loans


Amount


Loans


Amount


Loans(Dollars in thousands)Real estate:Residential

$
3,842



52.2
%

$
2,723



53.2
%

$
2,367



57.4
%

$
2,470



56.0
%

$
2,317



59.0
%Multi-family


1,725



5.0



1,413



5.0



1,168



5.3



512



6.1



798



5.7Nonresidential


2,783



16.8



791



15.4



1,883



12.8



1,970



12.4



1,505



12.6Construction


1,306



4.0



665



5.6



239



5.2



276



7.6



337



5.3Commercial


3,170



5.3



268



5.1



952



4.3



1,035



2.5



653



2.0Home equity lines of credit


983



16.2



690



14.9



252



14.1



232



12.8



334



12.2Consumer & other


1,938



0.5



73



.8



283



0.9



464



2.6



532



3.2Total

$
15,747



100.0
%

$
6,623



100.0
%

$
7,144



100.0
%

$
6,959



100.0
%

$
6,476



100.0
%   Investment
    and Mortgage-Backed Securities Activities
      At December 31,2008


2007


2006Amortized


% of


Fair


% of


Amortized


% of


Fair


% of


Amortized


% of


Fair


% ofCost


Total


Value


total


Cost


Total


Value


total


Cost


Total


Value


total(Dollars in thousands)Held to maturity:U.S. Government sponsored enterprises

$
10,955



11.3
%

$
11,044



11.2
%

$




0.0
%

$




0.0
%

$




0.0
%

$




0.0
%Municipal bonds


541



0.6



574



0.6


$
567



0.6


$
591



0.6


$
710



0.7


$
736



0.7Mortgage-backed Securities


1,910



1.9



1,912



1.9



2,202



2.4



2,202



2.4



2,739



2.4



2,734



2.4Total


13,406



13.8



13,530



13.7



2,769



3.0



2,793



3.0



3,449



3.1



3,470



3.1Available for sale:U.S. Government sponsored enterprises


28,318



29.1



28,639



29.0



37,519



40.9



37,782



41.2



55,962



49.6



55,578



50.1Municipal bonds


100



0.1



101



1.2



210



0.2



212



0.2



291



0.3



291



0.2Corporate equity securities


157



0.2



143



0.1



157



0.2



164



0.2



159



0.1



184



0.2Mortgage-backed securities


55,218



56.8



56,469



57.1



51,051



55.7



50,761



55.4



52,950



46.9



51,453



46.4Total


83,793



86.2



85,352



86.3



88,937



97.0



88,919



97.0



109,362



96.9



107,506



96.9Total investments and mortgage-backed securities

$
97,199



100.0
%

$
98,882



100.0
%

$
91,706



100.0
%

$
91,712



100.0
%

$
112,811



100.0
%

$
110,976



100.0
%  11




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##### Table of Contents



At December 31, 2008After One


After Five








TotalOne Year or Less


through Five Years


through Ten Years


After Ten Years








Weighted-Amortized


Average


Amortized


Average


Amortized


Average


Amortized


Average


Amortized


Fair


AverageCost


Yield


Cost


Yield


Cost


Yield


Cost


Yield


Cost


Value


Yield(Dollars in thousands)U.S. Government Sponsored enterprises

$
37,273



3.71
%

$
2,000



5.00
%

$





%

$





%

$
39,273


$
39,683



3.78
%Municipal bonds


100



3.90



451



4.29











90



6.66



641



675



5.41Mortgage-backed Securities


7,150



4.51



49,978



4.94



















57,128



58,381



4.89Total

$
44,523



3.84
%

$
52,429



4.94
%

$





%

$
90



6.66
%

$
97,042


$
98,739



4.43
%   Deposits
    and Borrowings
  General.
  Deposits.
    At December 31,2008


2007


2006Weighted-





Weighted-





Weighted-Average





Average





AverageAmount


Rate


Amount


Rate


Amount


Rate(Dollars in thousands)Non-interest bearing demand

$
37,526




%

$
35,755




%

$
31,706




%Interest-bearing demand


87,199



0.91



91,132



1.57



94,722



1.36Money market demand accounts


112,749



1.35



111,740



3.57



89,383



3.59Passbook and statement savings accounts


33,838



0.26



36,963



0.27



47,997



0.26Total certificate accounts


452,644



3.79



416,594



4.80



420,974



4.62Total deposits

$
723,956



2.71
%

$
692,184



3.68
%

$
684,782



3.52
%  12




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##### Table of Contents



At December 31,2008(In thousands)Three months or less

$
42,279Over three to six months


21,468Over six to twelve months


34,457Over twelve months


62,673Total

$
160,877   Borrowings.
    Competition
    Service
    Corporation Activities
    Employees
    REGULATION
  General
   13




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##### Table of Contents



Ohio
    Regulation
        Federal
    Deposit Insurance Corporation
  Supervision and Examination.
  truth-in-lending truth-in-savings
  State Chartered Bank Activities.
  Liquidity.
  Regulatory Capital Requirements.
   14




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##### Table of Contents



Transactions
    with Affiliates and Insiders
    Change in
    Control
  Federal Law. 60-days
  Ohio Law. 1 3
 15




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##### Table of Contents



Holding
    Company Regulation
    Federal
    Reserve Requirements
   
  Item 1A.
    Risk
    Factors.         16




---



##### Table of Contents



Difficult
    economic conditions and market volatility have adversely
    impacted the banking industry and financial markets generally
    and may significantly affect our business, financial condition,
    or results of operation.
        
    Inability of borrowers to make timely repayments of their loans,
    or decreases in value of real estate collateral securing the
    payment of such loans resulting in significant credit losses,
    which could result in increased delinquencies, foreclosures and
    customer bankruptcies, any of which could have a material
    adverse effect on our operating results.
    Increased regulation of the financial services industry,
    including heightened legal standards and regulatory requirements
    or expectations. Compliance with such regulation will likely
    increase costs and may limit Camcos ability to pursue
    business opportunities.
    Further disruptions in the capital markets or other events,
    including actions by rating agencies and deteriorating investor
    expectations, may result in an inability to borrow on favorable
    terms or at all from other financial institutions.
    Increased competition among financial services companies due to
    the recent consolidation of certain competing financial
    institutions and the conversion of certain investment banks to
    bank holding companies, which may adversely affect the
    Camcos ability to market our products and services.
    Further increases in FDIC insurance premiums due to the market
    developments which have significantly depleted the insurance
    fund of the FDIC and reduced the ratio of reserves to insured
    deposits.      
    announcements of developments related to our business;
    fluctuations in our results of operations;
    sales of substantial amounts of our securities into the
    marketplace;
    general conditions in our markets or the worldwide economy; 17




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##### Table of Contents




    a shortfall in revenues or earnings compared to securities
    analysts expectations;
    changes in analysts recommendations or
    projections; and
    our announcement of new acquisitions or other projects.  Changes
    in interest rates could adversely affect our financial condition
    and results of operations.
        Credit
    risks could adversely affect our results of
    operations.
    We
    operate in an extremely competitive market, and our business
    will suffer if we are unable to compete
    effectively.
    Our
    ability to pay cash dividends is subject to prior FRB
    approval.
   18




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##### Table of Contents



The
    preparation of financial statements requires management to make
    estimates about matters that are inherently
    uncertain.
    Our
    organizational documents may have the effect of discouraging a
    third party from acquiring us.
    Consumers
    may decide not to use banks to complete their financial
    transactions.
  and/or
  Camco
    may be named as a defendant from time to time in a variety of
    litigation and other actions.
    Camcos
    allowance for loan losses may be insufficient to cover future
    losses.
   19




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##### Table of Contents



A
    material breach in Camcos security systems may have a
    significant effect on Camcos business and
    reputation.
   
  Item 1B.
    Unresolved
    Staff Comments.   20




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##### Table of Contents



Item 2.
    Properties.    Year Facility

Leased

NetCommenced

or

BookOffice Location

Operations

Owned

Value(1)134 E. Court Street


1963



Owned
(2)

$
576.0Washington Court House, Ohio1050 Washington Ave.


1996



Owned



483.8Washington Court House, Ohio1 N. Plum Street


1998



Owned



464.4Germantown, Ohio687 West Main Street


1998



Owned



59.1New Lebanon, Ohio2 East High Street


2004



Owned



541.1London, Ohio3002 Harrison Avenue


2000



Owned



1,214.4Cincinnati, Ohio1111 St. Gregory Street


2000



Leased
(3)


28.0Cincinnati, Ohio5071 Glencrossing Way


2000



Leased
(4)


16.3Cincinnati, Ohio126 S. 9th Street


1998



Owned



77.3Cambridge, Ohio226 Third Street


1976



Owned
(5)


552.5Marietta, Ohio1925 Washington Boulevard


1979



Owned



219.5Belpre, Ohio478 Pike Street


1998



Leased
(6)


513.6Marietta, Ohio814 Wheeling Avenue


1963



Owned



1,000.3Cambridge, Ohio327 E. 3rd Street


1975



Owned



63.1Uhrichsville, Ohio175 N. 11th Street


1981



Owned



322.5Cambridge, Ohio209 Seneca Avenue


1978



Leased
(7)


6.0Byesville, Ohio   21




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##### Table of Contents



Year Facility


Leased


NetCommenced


or


BookOffice Location

Operations


Owned


Value(1)547 S. James Street


2002



Owned
(8)


369.9Dover, Ohio2497 Dixie Highway


2001



Owned



541.0Ft. Mitchell, Kentucky401-7 Pike
    Street


2001



Owned



86.6Covington, Kentucky7550 Dixie Highway


2001



Owned



425.6Florence, Kentucky3522 Dixie Highway


2001



Owned



26.4Erlanger, Kentucky6901 Glenn Highway


1999



Owned



1,148.5Cambridge, Ohio100 E. Wilson Bridge Road  Suite #105
    & 110


2004



Leased
(9)


16.8Worthington, Ohio1500 Grand Central Ave.- Suite #102


2004



Leased
(10)


179.2Vienna, West Virginia123 Southgate Parkway


2005



Leased
(11)


52.4Cambridge, Ohio6360 Tylersville Road


2006



Leased
(12)


135.1Mason, Ohio1104 Eagleton Blvd.


2006



Leased
(13)


261.9London, Ohio828 Wheeling Avenue


2007



Leased
(14)


19.1Cambridge, Ohio     (1)
    
    Net book value amounts are for land, buildings, improvements and
    construction in progress.(2)
    
    The 134 E. Court Street facility also serves as the
    Camco Title  Washington Court House office.(3)
    
    The lease expires in October 2010.(4)
    
    The lease expires in November 2010.(5)
    
    The 226 Third Street facility also serves as the Camco
    Title  Marietta office.(6)
    
    The lease expires in November 2017. Advantage has the option to
    renew for two five-year terms. The lease is for land only.(7)
    
    The lease expires in September 2010. Advantage has the option to
    renew the lease for a five-year term.(8)
    
    The 547 S. James Street facility also serves as the
    Camco Title  Dover office.(9)
    
    The lease expires in April 2009.(10)
    
    The lease expires in October 2013. Advantage has the option to
    renew for three five-year terms.(11)
    
    The lease expires in June 2012. Advantage has the option to
    purchase at a cost of $120,000.(12)
    
    The lease expires in October 2016. Advantage has the option to
    renew the lease for two five-year terms.(13)
    
    The lease expires in May 2011. Advantage has the option to renew
    for three five-year terms.(14)
    
    The lease expires in June 2009. Advantage has the option to
    renew for three one-year terms. Advantage has the option to
    purchase at a cost of $185,000 with a 3% escalation.  Form 10-K
 22




---



##### Table of Contents



Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    PART
    II
 
  Item 5.
    Stock
    Information    CashDividendsHigh


Low


DeclaredYear ended December 31, 2008Quarter ending:December 31, 2008

$
9.88


$
2.17


$
0.0375
*September 30, 2008


11.75



9.12



0.0000
*June 30, 2008


12.20



9.85



0.0750March 31, 2008


11.26



8.93



0.1500Year ended December 31, 2007Quarter ending:December 31, 2007

$
13.50


$
11.05


$
0.1500September 30, 2007


13.50



12.62



0.1500June 30, 2007


12.80



12.10



0.1500March 31, 2007


12.84



12.20



0.1500       Form 10-K
 23




---



##### Table of Contents



Performance
    Graph
    Camco
    Financial Corporation
    Total Return Performance
  
  Period EndingIndex


12/31/03



12/31/04



12/31/05



12/31/06



12/31/07



12/31/08Camco Financial Corporation



100.00




93.06




89.71




82.94




75.32




22.56NASDAQ Composite



100.00




108.59




110.08




120.56




132.39




78.72SNL Bank and Thrift



100.00




111.98




113.74




132.90




101.34




58.28      24




---



##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data.    Selected Consolidated Financial Data:(1)As of December 31:

2008


2007


2006


2005


2004(In thousands)Total amount of:Assets

$
1,000,446


$
1,023,261


$
1,048,216


$
1,071,248


$
1,065,823Interest-bearing deposits in other financial institutions


35,272



5,432



12,673



11,299



17,045Securities available for sale  at market


85,352



88,919



107,506



109,514



100,160Securities held to maturity


13,406



2,769



3,449



4,176



8,269Loans receivable  net(2)


758,826



815,271



821,818



841,737



829,713Deposits


723,956



692,184



684,782



660,242



667,778FHLB advances and other borrowings


183,833



220,981



257,139



307,223



295,310Stockholders equity


71,700



88,634



91,092



90,763



89,321   Selected Consolidated Operating Data:(1)For the Year Ended December 31:

2008


2007


2006


2005


2004(In thousands, except per share data)Total interest income

$
56,783


$
64,877


$
62,689


$
57,078


$
52,948Total interest expense


30,974



36,421



32,771



26,529



27,512Net interest income


25,809



28,456



29,918



30,549



25,436Provision for losses on loans


14,793



1,495



1,440



1,480



1,620Net interest income after provision for losses on loans


11,016



26,961



28,478



29,069



23,816Other income


3,708



6,588



5,033



6,584



7,082Sale of branch deposits and premises, net














8



6,626General, administrative and other expense


28,481



26,985



24,910



22,754



22,841FHLB advance prepayment fees/Goodwill Impairment


6,683















18,879Earnings (loss) before federal income taxes (credits)


(20,440
)


6,266



8,601



12,907



(4,196
)Federal income taxes (credits)


(5,116
)


1,765



2,727



4,141



(1,660
)Net earnings (loss)

$
(15,324
)

$
4,501


$
5,874


$
8,766


$
(2,536
)Earnings (loss) per share:Basic

$
(2.14
)

$
.61


$
.78


$
1.15


$
(.34
)Diluted(3)

$
(2.14
)

$
.61


$
.78


$
1.15



N/ADividends declared per share

$
.2625


$
.6000


$
.6000


$
.5800


$
.5800Return on average assets(4)


(1.50
)%


0.43
%


0.55
%


0.82
%


(0.24
)%Return on average equity(4)


(17.93
)


4.98



6.46



9.73



(2.79
)Average equity to average assets(4)


8.34



8.67



8.58



8.43



8.64Dividend payout ratio(5)


N/A
(6)


98.36



76.92



50.43



N/A
(6)  25




---



##### Table of Contents



(1)
    
    The information as of December 31, 2004 reflects the
    acquisition of London Financial Corporation. This combination
    was accounted for using the purchase method of accounting. All
    items are net of tax except for goodwill impairment which was
    tax effected at time of acquisitions.(2)
    
    Includes loans held for sale. Prior-period financial statements
    were reclassified to conform to the current periods
    presentation.(3)
    
    Represents a pro-forma presentation based upon net earnings from
    operations divided by weighted-average basic and diluted shares
    outstanding. For 2008, diluted earnings per share from
    operations are based on 7,155,595 due to the recorded loss.(4)
    
    Ratios are based upon the mathematical average of the balances
    at the end of each month.(5)
    
    Represents dividends per share divided by basic earnings per
    share.(6)
    
    Not meaningful. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  General
       26




---



##### Table of Contents



Overview.
    2008


2007Balance


Mix


Balance


Mix(Dollars in thousands)LoansResidential real estate and multifamily

$
441,369



58
%

$
476,020



58
%Nonresidential real estate and commercial


169,950



22



167,988



20Home equity lines of credit and consumer


129,618



16



128,874



15Construction


31,097



4



45,677



5DepositsChecking accounts

$
124,725



17
%

$
126,887



18
%Money market and savings


146,587



20



148,703



22Certificates


452,644



63



416,594



60Federal Home Loan Bank advances

$
167,106






$
199,064           Forward-Looking
    Statements
   27




---



##### Table of Contents




    anticipated changes in industry conditions created by state and
    federal legislation and regulations;
    anticipated changes in general interest rates and the impact of
    future interest rate changes on our profitability, capital
    adequacy and the fair value of our financial assets and
    liabilities;
    retention of our existing customer base and our ability to
    attract new customers;
    the development of new products and services and their success
    in the marketplace;
    the adequacy of the allowance for loan losses; and,
    statements regarding our anticipated loan and deposit account
    growth, expense levels, liquidity and capital resources and
    projections of earnings.    
    competition in the industry and markets in which we operate;
    changes in general interest rates;
    rapid changes in technology affecting the financial services
    industry;
    changes in government regulation; and
    general economic and business conditions.    Non-GAAP Financial
    Measures
      Critical
    Accounting Policies
   28




---



##### Table of Contents



Allowance for Loan Losses.
      Mortgage Servicing Rights.
    Goodwill.
   29




---



##### Table of Contents



Summary.
  Discussion
    of Financial Condition Changes from December 31, 2007 to
    December 31, 2008
         30




---



##### Table of Contents



December 31,


December 31,2008


200730-89


90+ Days





30-89


90+ DaysDays


Delinquent,





Days


Delinquent,Delinquent


Accruing


Nonaccrual


Delinquent


Accruing


Nonaccrual(In thousands)Construction/Development

$
253


$



$
8,603


$
11


$



$
5,568HELOC and second mortgage


2,434







4,962



1,152







1,0261-4 Family


6,419



44



17,203



6,652



1,520



8,310Multifamily


30







3,139











871Commercial


759







19,450



2,036







7,603Consumer and other


89







127



2,561







617Total

$
9,984


$
44


$
53,484


$
12,412


$
1,520


$
23,995    31




---



##### Table of Contents



December 31,


December 31,2008


2007


ChangeBalance


Rate


Balance


Rate


Balance


Rate(In thousands)Noninterest-bearing demand

$
37,526



0.00
%

$
35,755



0.00
%

$
1,771



0.00
%Interest-bearing demand


87,199



0.91



91,132



1.57



(3,933
)


(0.66
)Money market


112,749



1.35



111,740



3.57



1,009



(2.22
)Savings


33,838



.26



36,963



0.27



(3,125
)


(0.01
)Certificates of deposit  retail


413,134



3.75



395,016



4.78



18,118



(1.03
)Certificates of deposit  brokered


39,510



4.23



21,578



5.09



17,932



(0.86
)Total deposits

$
723,956



2.71
%

$
692,184



3.52
%

$
31,772



(0.81
)%            32




---



##### Table of Contents



Comparison
    of Results of Operations for the Years Ended December 31,
    2008 and December 31, 2007
  General.
  Net Interest Income.
         33




---



##### Table of Contents



Provision for Losses on Loans.
  Other Income.
      General, Administrative and Other
    Expense.
          Federal Income Taxes.
 34




---



##### Table of Contents



Comparison
    of Results of Operations for the Years Ended December 31,
    2007 and December 31, 2006
  General.
  Net Interest Income.
         35




---



##### Table of Contents



Provision for Losses on Loans.
  Other Income.
          General, Administrative and Other
    Expense.
     36




---



##### Table of Contents



Federal Income Taxes.
 37




---



##### Table of Contents



AVERAGE
    BALANCE, YIELD, RATE AND VOLUME DATA
    Year Ended December 31,2008


2007


2006Average


Interest


Avg


Average


Interest





Average


Interest


AverageOutstanding


Earned/


Yield/


Outstanding


Earned/


Avgyield/


Outstanding


Earned/


Yield/Balance


Paid


Rate


Balance


Paid


Rate


Balance


Paid


Rate(Dollars in thousands)Interest-earning assets:Loans receivable(1)

$
767,202


$
50,446



6.58
%

$
816,637


$
57,955



7.10
%

$
825,915


$
55,088



6.67
%Securities(2)


98,212



4,369



4.45
%


103,962



4,595



4.42
%


112,584



4,643



4.12
%FHLB Stock


29,345



1,536



5.23
%


28,722



1,895



6.60
%


27,777



1,611



5.80
%Interest-bearing deposits and other


35,610



432



1.21
%


8,041



432



5.36
%


14,211



751



5.28
%Total interest-earning assets


930,369



56,783



6.10
%


957,362



64,877



6.78
%


980,487



62,093



6.31
%Noninterest-earning assets(3)


94,220











87,949











81,151Total Average Assets

$
1,024,597










$
1,045,311










$
1,061,638Interest-bearing liabilities:Deposits

$
686,116


$
22,728



3.31
%

$
652,711


$
25,429



3.90
%

$
646,269


$
21,248



3.29
%FHLB advances and other


194,458



8,246



4.24
%


249,793



10,992



4.40
%


282,325



11,523



4.08
%Total interest-bearing liabilities


880,574



30,974



3.52
%


902,504



36,421



4.04
%


928,594



32,771



3.53
%Noninterest-bearing deposits


37,918











35,919











30,163Noninterest-bearing liabilities


20,619











16,418











11,991Total Average Liabilities


939,111











954,841











970,748Total Average Shareholders equity


85,486











90,470











90,890Net interest income/Interest rate spread

$
1,024,597


$
25,809



2.58
%

$
1,045,311


$
28,456



2.74
%

$
1,061,638


$
29,322



2.78
%Net interest margin(4)










2.77
%










2.97
%










2.99
%Average interest-earning assets to average interest-bearing
    liabilities










105.65
%










106.08
%










105.59
%     (1)
    
    Includes loans held for sale. Loan fees are immaterial.(2)
    
    Includes securities designated as available for sale(3)
    
    Includes nonaccrual loans, mortgage servicing rights and
    allowance for loan losses(4)
    
    Net interest income as a percent of average interest-earning
    assets 38




---



##### Table of Contents



Rate/Volume
    Table
    2008


2007Increase/(Decrease) Due to


Increase/(Decrease) due toYear Ended December 31

Volume


Rate


Total


Volume


Rate


Total(In thousands)Interest income attributable to:Loans receivable(1)

$
(3,391
)

$
(4,118
)

$
(7,509
)

$
(607
)

$
3,291


$
2,684Securities


(257
)


31



(226
)


(649
)


594



(55
)Interest-bearing deposits and other


42



(401
)


(359
)


(357
)


356



(1
)Total interest income


(3,606
)


(4,488
)


(8,094
)


(1,613
)


4,241



2,628Interest expense attributable to:Deposits


1,403



(4,104
)


(2,701
)


214



3,967



4,181Borrowings


(2,359
)


(387
)


(2,746
)


(1,650
)


1,119



(531
)Total Interest expense


(956
)


(4,491
)


(5,447
)


(1,437
)


5,086



3,650Increase (decrease) in net interest income

$
(2,650
)

$
3


$
(2,647
)

$
(176
)

$
(845
)

$
(1,022
)     (1)
    
    Includes loans held for sale.  Yields
    Earned and Rates Paid
    At December 31,2008


2007


2006Weighted-average yield on:Loan portfolio(1)


6.47
%


7.05
%


6.97
%Investment portfolio(2)


4.05



5.30



4.62Total interest-earning assets


5.66



6.77



6.56Weighted-average rate paid on:Deposits


2.71



3.68



3.52FHLB advances


3.65



4.34



4.28Total interest-bearing liabilities


2.89



4.02



3.73Interest rate spread


2.77
%


2.75
%


2.83
%     (1)
    
    Includes loans held for sale and excludes the allowance for loan
    losses.(2)
    
    Includes earnings on FHLB stock and investment securities.
    Taxable equivalent yield used. 39




---



##### Table of Contents



Liquidity
    and Capital Resources
               40




---



##### Table of Contents



41




---



##### Table of Contents



Payments Due by PeriodLess Than


1-3


3-5


More Than1 Year


Years


Years


5 Years


Total(In thousands)Contractual obligations:Operating lease obligations


296



409



282



316



1,303Advances from the Federal Home Loan Bank


86,815



38,994



15,477



25,820



167,106Repurchase agreements


11,727















11,727Certificates of deposit


288,760



146,142



16,936



805



452,643Subordinated debentures(1)














5,000



5,000Ohio Equity Funds for Affordable Housing


1,342



2,047



304



325



4,018Amount of commitments per period Commitments to originate loans:Revolving, open-end lines


72,361















72,3611-4 family residential construction


1,469















1,469Commercial real estate, other construction loan and land
    development loans


22,417















22,417Other unused commitments


3,120















3,120Stand by letters of credit


575















575Total contractual obligations


488,882



187,592



32,999



32,266



741,739     (1)
    
    The subordinated debentures are redeemable at par, at
    Camcos option, commencing September 15, 2012. The
    debentures mature on September 15, 2037.      and/or
   42




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.      12-month
           43




---



##### Table of Contents



Change in

Percentage Change inInterest Rates

Net Interest Income(basis points)

12 Months+200


15.58
%+100


8.12
%(100)


(13.32
)%(200)


(27.23
)%      44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
        Mortgage
    Servicing Rights Valuation
  and/or
  Other
    Real Estate Owned Valuation
   45




---



##### Table of Contents



46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Internal Control  Integrated
    Framework
      47




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
                  48




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  December 31,2008


2007(In thousands, except share data)ASSETSCash and due from banks

$
17,013


$
17,572Interest-bearing deposits in other financial institutions


35,272



5,432Cash and cash equivalents


52,285



23,004Securities
    available-for-sale,
    at market


85,352



88,919Securities
    held-to-maturity,
    at cost, approximate market value of $13,530 and $2,793 as of
    December 31, 2008 and 2007, respectively


13,406



2,769Loans held for sale  at lower of cost or market


2,185



3,169Loans receivable  net


756,641



812,102Office premises and equipment  net


11,868



12,856Real estate acquired through foreclosure


5,841



5,034Federal Home Loan Bank stock  at cost


29,888



28,722Accrued interest receivable


4,118



6,034Mortgage servicing rights  at lower of cost or market


3,731



6,356Prepaid expenses and other assets


10,785



5,231Cash surrender value of life insurance


22,532



21,707Goodwill






6,683Prepaid and refundable federal income taxes


1,814



675Total assets

$
1,000,446


$
1,023,261LIABILITIES AND STOCKHOLDERS EQUITYDeposits

$
723,956


$
692,184Advances from the Federal Home Loan Bank and other borrowings


183,833



220,981Advances by borrowers for taxes and insurance


2,458



3,627Accounts payable and accrued liabilities


15,942



11,331Dividends payable






1,081Deferred federal income taxes


1,557



5,423Total liabilities


928,746



934,627Commitments






Stockholders equityPreferred stock  $1 par value; authorized
    100,000 shares; no shares outstanding






Common stock  $1 par value; authorized
    14,900,000 shares; 8,834,508 shares issued at
    December 31, 2008 and 2007

$
8,835


$
8,835Additional paid-in capital


59,896



59,842Retained earnings  restricted


26,055



44,083Accumulated other comprehensive (loss) net of related tax effects


1,028



(12
)Treasury stock  1,678,913 shares at
    December 31, 2008 and 2007, at cost


(24,114
)


(24,114
)Total stockholders equity


71,700



88,634Total liabilities and stockholders equity

$
1,000,446


$
1,023,261    49




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
    years ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands,except per share data)Interest and dividend incomeLoans

$
50,446


$
57,955


$
55,088Investment securities


4,369



4,595



4,643Other interest-bearing accounts


1,968



2,327



2,362Total interest income


56,783



64,877



62,093Interest expenseDeposits


22,728



25,429



21,248Borrowings


8,246



10,992



11,523Total interest expense


30,974



36,421



32,771Net interest income


25,809



28,456



29,322Provision for losses on loans


14,793



1,495



1,440Net interest income after provision for losses on loans


11,016



26,961



27,882Other incomeRent and other


792



911



872Title fees


479



652



672Loan servicing fees


1,308



1,375



1,412Gain on sale of loans


364



353



295Mortgage servicing rights  net


(2,625
)


(68
)


(549
)Service charges and other fees on deposits


2,387



2,441



2,056Gain on sale of investment securities


2



1



0Gain (loss) on sale of premises and equipment


1



(25
)


22Income on CSVL (Bank Owned Life Insurance)


1,000



948



920Total other income


3,708



6,588



5,700General, administrative and other expenseEmployee compensation and benefits


13,279



13,216



12,597Occupancy and equipment


3,374



3,464



3,182Data processing


1,152



1,186



1,344Advertising


938



1,299



1,158Franchise taxes


1,202



1,104



1,027Postage, supplies and office expenses


1,341



1,421



1,411Travel, training and insurance


810



599



593Professional services


1,355



1,452



1,304Transaction processing


1,009



947



841Real estate owned and other expenses


2,074



1,148



356Loan expenses


1,319



1,447



1,168Goodwill Impairment


6,683







Merger expenses


628







Total general, administrative and other expense


35,164



27,283



24,981Earnings (loss) before federal income taxes


(20,440
)


6,266



8,601Federal income taxesCurrent


(713
)


1,216



2,043Deferred


(4,403
)


549



684Total federal income taxes


(5,116
)


1,765



2,727NET EARNINGS (LOSS)

$
(15,324
)

$
4,501


$
5,874EARNINGS (LOSS) PER SHAREBasic

$
(2.14
)

$
0.61


$
0.78Diluted

$
(2.14
)

$
0.61


$
0.78    50




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the
    years ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands)Net earnings (loss)

$
(15,324
)

$
4,501


$
5,874Other comprehensive income (loss), net of tax effects:Unrealized holding gains (losses) on securities during the
    period, net of taxes (benefits) of $536, $625 and $226 in 2008,
    2007 and 2006, respectively


1,040



1,213



438Reclassification adjustment for realized gains included in
    operations, net of taxes of $1, $1 and $0 for the years ended
    December 31, 2008, 2007 and 2006, respectively


(1
)


(1
)


Comprehensive income (loss)

$
(14,285
)

$
5,713


$
6,312    51




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 For the
    years ended December 31, 2008, 2007 and 2006
  AccumulatedAdditional





Other





TotalShares


Common


Paid-In


Retained


Comprehensive


Treasury


StockholdersOutstanding


Stock


Capital


Earnings


Income (Loss)


Stock


Equity(In thousands, except per share data)Balance at January 1, 2006


7,578,713


$
8,830


$
59,567


$
42,569


$
(1,663
)

$
(18,540
)

$
90,763Stock options exercised


2,243



2



18















20Cash dividends declared  $0.60 per share














(4,489
)










(4,489
)FAS 123 R  Stock Option Expense










137















137Net earnings for the year ended December 31, 2005














5,874











5,874Purchase of treasury shares


(117,900
)


















(1,651
)


(1,651
)Unrealized losses on securities designated as available for
    sale, net of related tax benefits


















438







438Balance at December 31, 2006


7,463,056


$
8,832


$
59,722


$
43,954


$
(1,225
)

$
(20,191
)

$
91,092Stock options exercised


2,427



3



28















31Cash dividends declared  $0.60 per share














(4,372
)










(4,372
)FAS 123 R  Stock Option Expense










92















92Net earnings for the year ended December 31, 2007














4,501











4,501Purchase of treasury shares


(309,888
)


















(3,923
)


(3,923
)Unrealized gains on securities designated as available for sale,
    net of related tax benefits


















1,213







1,213Balance at December 31, 2007


7,155,595


$
8,835


$
59,842


$
44,083


$
(12
)

$
(24,114
)

$
88,634Cash dividends declared  $0.2625 per share














(1,872
)










(1,872
)FAS 123R  Stock Option Expense










54















54Net loss for the year ended December 31, 2008














(15,324
)










(15,324
)Adoption of EITF
    06-4 -Post
    retirement benefit  split dollar














(832
)










(832
)Unrealized gains of securities designated as available for sale,
    net of related tax benefits


















1,040







1,040Balance at December 31, 2008


7,155,595


$
8,835


$
59,896


$
26,055


$
1,028


$
(24,114
)

$
71,700    52




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the
    years ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands)Cash flows from operating activities:Net earnings (loss) for the year

$
(15,324
)

$
4,501


$
5,874Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:Amortization of premiums and discounts on investment and
    mortgage-backed securities  net


58



115



188Amortization of mortgage servicing rights  net


3,229



747



1,252Depreciation and amortization


1,352



1,434



1,247Amortization of purchase accounting adjustments  net










89Stock option expense (FAS 123R)


54



92



137Deferred federal income taxes


(4,403
)


549



684Provision for losses on loans


14,793



1,495



1,440Provision for losses on real estate acquired through foreclosure










99Amortization of deferred loan origination fees


343



84



176Loss on sale of real estate acquired through foreclosure


1,364



297



72Gain on sale of investment securities


(2
)


(1
)


(Gain) loss on sale of premises and equipment, net


(1
)


25



(22
)Federal Home Loan Bank stock dividends


(1,166
)






(1,610
)Net increase in cash surrender value of life insurance


(825
)


(786
)


(769
)Gain on sale of loans


(364
)


(353
)


(295
)Loans originated for sale in the secondary market


(44,346
)


(49,458
)


(52,641
)Proceeds from sale of mortgage loans in the secondary market


45,694



50,306



51,219Impairment of Goodwill


6,683







Increase (decrease) in cash, due to changes in:Accrued interest receivable


3,988



468



(1,204
)Prepaid expenses and other assets


(1,388
)


(4,283
)


(181
)Accounts payable and other liabilities


29



(250
)


435Net cash provided by operating activities


9,768



4,982



6,190Cash flows provided by (used in) investing activities:Proceeds from sale of investment securities designated as
    available for sale


4,254



3



Purchase of securities designated as available for sale


(50,175
)


(43,729
)


(15,881
)Purchase of securities designated as held to maturity


(24,104
)






Principal repayments and maturities of investment securities


64,475



64,717



19,092Loan disbursements


(197,981
)


(245,835
)


(230,127
)Purchases of loans


(249
)


(3,021
)


(3,698
)Principal repayments on loans


229,330



249,922



250,409Purchase of premises and equipment


(366
)


(1,131
)


(3,014
)Proceeds from sale of office premises and equipment


2



16



158Proceeds from sale of real estate acquired through foreclosure


3,825



2,454



1,119Additions to real estate acquired through foreclosure










(21
)Proceeds from redemption of life insurance










641Net cash provided by investing activities


29,011



23,396



18,678Net cash provided by operating and investing activities (balance
    carried forward)


38,779



28,378



24,868  53




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    years ended December 31, 2008, 2007 and
    2006  (Continued)
  2008


2007


2006(In thousands)Net cash provided by operating and investing activities (balance
    brought forward)

$
38,779


$
28,378


$
24,868Cash flows provided by financing activities:Net increase in deposits


31,772



7,402



24,540Proceeds from Federal Home Loan Bank advances


79,600



79,000



55,500Proceeds from subordinated debentures






5,000



Repayment of Federal Home Loan Bank advances


(111,558
)


(125,224
)


(104,569
)Net change in repurchase agreements


(5,190
)


10,066



(1,015
)Dividends paid on common stock


(2,953
)


(4,411
)


(4,471
)Proceeds from exercise of stock options






31



20Purchase of treasury stock






(3,923
)


(1,651
)Net increase (decrease) in advances by borrowers for taxes and
    insurance


(1,169
)


143



235Net cash used in financing activities


(9,498
)


(31,916
)


(31,411
)Net increase (decrease) in cash and cash equivalents


29,281



(3,538
)


(6,543
)Cash and cash equivalents at beginning of year


23,004



26,542



33,085Cash and cash equivalents at end of year

$
52,285


$
23,004


$
26,542Supplemental disclosure of cash flow information:Cash paid during the year for:Interest on deposits and borrowings

$
30,396


$
36,687


$
32,473Income taxes

$
250


$
1,125


$
2,499Supplemental disclosure of noncash investing activities:Transfers from loans to real estate acquired through foreclosure

$
6,574


$
5,490


$
4,092Issuance of mortgage loans upon sale of real estate acquired
    through foreclosure

$
578


$
2,083


$
1,448Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects

$
1,040


$
1,213


$
438Recognition of mortgage servicing rights in accordance with
    SFAS No. 140

$
572


$
680


$
1,252Supplemental disclosure of noncash financing activities:Dividends declared but unpaid

$



$
1,081


$
1,120    54




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE A 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES        1.
    Principles
    of Consolidation    2.
    Investment
    Securities  other-than-temporary
  3.
    Loans
    Receivable     55




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4.
    Loan
    Origination and Commitment Fees  loan-by-loan
    5.
    Allowance
    for Loan Losses       56




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007At December 31:Impaired loans with related allowance

$
25,012


$
12,580Impaired loans with no related allowance


24,370



1,643Total impaired loans

$
49,382


$
14,223Allowance on impaired loans

$
5,609


$
1,876   2008


2007


2006For the year ended December 31:Average balance of impaired loans

$
25,936


$
11,467


$
4,213Cash basis interest income recognized on impaired loans

$
267


$
674


$
192     6.
    Real
    Estate Acquired Through Foreclosure    7.
    Office
    Premises and Equipment    8.
    Mortgage
    Servicing Rights       57




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        9.
    Goodwill      10.
    Federal
    Income Taxes      11.
    Earnings
    Per Share   58




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended

2008


2007


2006(In thousands, except per share information)BASIC:Net earnings (loss)

$
(15,324
)

$
4,501


$
5,874Weighted average common shares outstanding


7,156



7,327



7,506Earnings (loss) per share-Basic

$
(2.14
)

$
0.61


$
0.78DILUTED:Net earnings (loss)

$
(15,324
)

$
4,501


$
5,874Weighted average common shares outstanding


7,156



7,327



7,506Dilutive effect of stock options


0



1



2Total common shares and dilutive potential common shares


7,156



7,328



7,508Diluted earnings (loss) per share

$
(2.14
)

$
0.61


$
0.78     12.
    Stock
    Option Plans     59




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at beginning of year


318,238


$
15.10



304,874


$
15.20



224,636


$
15.71Granted


47,167



9.07



26,920



12.34



87,013



14.08Exercised










(2,427
)


12.50



(2,243
)


8.92Forfeited


(104,702
)


14.84



(11,129
)


14.67



(4,532
)


15.23Outstanding at end of year


260,703


$
14.11



318,238


$
15.10



304,874


$
15.20Options exercisable at year-end


195,717


$
15.01



254,717


$
15.32



222,333


$
15.37Weighted-average fair value ofoptions granted during the year





$
0.74






$
1.22






$
2.09     Options outstanding


Options ExercisableWeighted-





Weighted-Weighted-Average


Average





AverageNumber


Remaining Contractual


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$ 8.92-11.15


43,213



8.6



8.968



10,661



9.114611.36-14.20


96,931



7.0



13.5211



69,082



13.557014.55-18.19


120,559



5.2



16.4196



115,974



16.4160260,703



6.4



14.1067



195,717



15.0089     NumberUnvested options:Beginning of period


63,521Granted


47,167Forfeited


(16,187
)Vested during the period


(29,515
)Unvested options at December 31


64,986       13.  Fair
    Value of Financial Instruments
   60




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  Cash and Cash Equivalents:
  Investment Securities:
  Loans Held for Sale:
  Loans Receivable:
  Federal Home Loan Bank stock:
  Accrued Interest Receivable and
    Payable:
  Deposits:
  Advances from the Federal Home Loan
    Bank:
  Repurchase Agreements:
  Advances by Borrowers for Taxes and
    Insurance:
  Commitments to Extend Credit:
 61




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Carrying


Fair


Carrying


FairValue


Value


Value


Value(In thousands)Financial assetsCash and cash equivalents

$
52,285


$
52,285


$
23,004


$
23,004Investment securities available for sale


85,352



85,352



88,919



88,919Investment securities held to maturity


13,406



13,530



2,769



2,793Loans held for sale


2,185



2,205



3,169



3,194Loans receivable


756,641



713,447



812,102



814,210Federal Home Loan Bank stock


29,888



29,888



28,722



28,722Accrued interest receivable


4,118



4,118



6,034



6,034Financial liabilitiesDeposits

$
723,956


$
733,322


$
692,184


$
694,484Advances from the Federal Home Loan Bank


167,106



175,246



199,064



202,483Repurchase agreements


11,727



11,727



16,917



16,917Subordinated debentures


5,000



4,997



5,000



4,830Advances by borrowers for taxes and insurance


2,458



2,458



3,627



3,627Accrued interest payable


1,801



1,801



1,215



1,215     Level 1:
  Level 2:
  Level 3:
   62




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements at Reporting Date UsingDec 31, 2008

Level 1

Level 2

Level 3(In thousands)Securities available for sale

$
85,352


$



$
85,352


$
     Fair Value Measurements at Reporting Date UsingDec. 31, 2008


Level 1


Level 2


Level 3(In thousands)Impaired loans

$
43,773


$



$



$
43,773Loans held for sale


2,185











2,185Mortgage servicing rights


3,731











3,731Real estate acquired through foreclosure


5,841











5,841           14.
    Cash
    and Cash Equivalents    15.
    Advertising    16.
    Post
    Retirement Benefit  Split Dollar  06-4, Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsement Split-Dollar Life Insurance
    Arrangements,
 63




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  06-4
  NOTE B 
    INVESTMENT
    SECURITIES    2008Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(In thousands)Available for sale:U.S. Government sponsored enterprises

$
28,318


$
321


$



$
28,639Municipal bonds


100



1







101Corporate equity securities


157







14



143Mortgage-backed securities


55,218



1,252



1



56,469Total investment securities available for sale

$
83,793


$
1,574


$
15


$
85,352Held to maturity:U.S. Government sponsored enterprises

$
10,955


$
89


$



$
11,044Municipal bonds


541



33







574Mortgage-backed securities


1,910



28



26



1,912Total investment securities held to maturity

$
13,406


$
150


$
26


$
13,530   2007Gross


Gross


EstimatedAmortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(In thousands)Available for sale:U.S. Government sponsored enterprises

$
37,519


$
267


$
4


$
37,782Municipal bonds


210



2







212Corporate equity securities


157



11



4



164Mortgage-backed securities


51,051



167



457



50,761Total investment securities available for sale

$
88,937


$
447


$
465


$
88,919Held to maturity:Municipal bonds

$
567


$
24


$



$
591Mortgage-backed securities


2,202



13



13



2,202Total investment securities held to maturity

$
2,769


$
37


$
13


$
2,793  64




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Available for Sale


Held to MaturityEstimated





EstimatedAmortized


Fair


Amortized


FairCost


Value


Cost


Value(In thousands)Due in one year or less

$
7,920


$
7,954


$
5,968


$
5,998Due after one year through five years


20,498



20,786



5,438



5,518Due after five years through ten years














Due after ten years










90



102Total investment securities

$
28,418


$
28,740


$
11,496


$
11,618Mortgage-backed securities

$
55,218


$
56,469


$
1,910


$
1,912Corporate equity securities


157



143







Total

$
83,793


$
85,352


$
13,406


$
13,530       2008Less than 12 Months


More than 12 MonthsFair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses(In thousands)Description of securities:Available for sale:Corporate equity securities

$
143


$
14


$



$
Mortgage-backed securities


2,495



1







Held to maturityMortgage-backed securities


599



22



254



4Total temporarily impaired securities

$
3,237


$
37


$
254


$
4  65




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007Less than 12 Months


More than 12 MonthsFair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses(In thousands)Description of securities:Available for sale:U.S. Government sponsored enterprises

$
3,493


$
2


$
2,997


$
2Corporate equity securities


164



4







Mortgage-backed securities


36







36,202



457Held to maturity:Mortgage-backed securities


348



2



674



11Total temporarily impaired securities

$
4,041


$
8


$
39,873


$
470       NOTE C 
    LOANS
    RECEIVABLE  2008


2007(In thousands)Conventional real estate loans:Existing residential properties

$
402,736


$
435,431Multi-family


38,633



40,589Nonresidential real estate


129,334



126,437Construction


31,097



45,677Commercial


40,616



41,551Home equity lines of credit


125,442



121,619Consumer, education and other loans


4,176



7,255Total


772,034



818,559Increase (decrease) due to:Unamortized yield adjustments


354



166Allowance for loan losses


(15,747
)


(6,623
)Loans receivable  net

$
756,641


$
812,102    66




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE D 
    ALLOWANCE
    FOR LOAN LOSSES    2008


2007


2006(In thousands)Balance at beginning of year

$
6,623


$
7,144


$
6,959Provision for losses on loans


14,793



1,495



1,440Charge-offs of loans


(6,567
)


(2,097
)


(1,439
)Recoveries


898



81



184Balance at end of year

$
15,747


$
6,623


$
7,144     NOTE E 
    OFFICE
    PREMISES AND EQUIPMENT    2008


2007(In thousands)Land

$
2,120


$
2,120Buildings and improvements


13,368



13,205Furniture, fixtures and equipment


9,619



9,53025,107



24,855Less accumulated depreciation and amortization


13,239



11,999$
11,868


$
12,856   NOTE F 
    DEPOSITS    2008


2007Amount


Rate


Amount


Rate(Dollars in thousands)Noninterest-bearing checking accounts

$
37,526




%

$
35,755




%NOW accounts


87,199



0.91



91,132



1.57Money market demand accounts


112,749



1.35



111,740



3.57Passbook and statement savings accounts


33,838



.26



36,963



0.27Certificates of deposit


452,644



3.79



416,594



4.80Total deposits

$
723,956



2.71
%

$
692,184



3.68
%    67




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31:(In thousands)2009

$
288,7602010


130,1362011


16,0062012


7,8652013


9,072Thereafter


805Total certificate of deposit accounts

$
452,644   NOTE G 
    ADVANCES
    FROM THE FEDERAL HOME LOAN BANK AND OTHER BORROWINGS    Weighted-


Weighted-Average


AverageRate


Maturity (years)


Balance(In thousands)2008Overnight repurchase-based


0.55
%


0.01


$
15,000Fixed-rate, interest only


3.80



1.04



78,000Fixed-rate, amortizing


5.72



7.42



3,106Fixed-rate, interest only, convertible


3.85



3.85



46,000Fixed-rate, interest only, putable


4.39



4.43



25,000Total


3.65
%


2.35


$
167,106   Weighted-Average


Weighted-AverageRate


Maturity (years)


Balance(In thousands)2007Overnight repurchase-based


4.10
%


0.00


$
18,700Fixed-rate, interest only


4.52



1.18



104,000Fixed-rate, amortizing


5.77



5.89



5,364Fixed-rate, interest only, convertible


3.85



4.86



46,000Fixed-rate, interest only, putable


4.39



5.43



25,000Total


4.34
%


2.58


$
199,064    68




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-


Average


Highest MonthAverage


Balance


End BalanceRate


Outstanding


Outstanding(In thousands)2008


1.82
%

$
15,688


$
21,3002007


5.18
%

$
36,381


$
55,300     Maturing YearEnding December 31,

Interest Rate Range

(Dollars in thousands)2009

0.55%-6.45%

$
86,4262010

3.01%-5.01%


20,0002011

3.85%-4.93%


8,0002012

4.45%-4.70%


10,0002013

2.66%-6.05%


10,285Thereafter

3.25%-7.00%


32,395$
167,106     Call Date

Terms9/15/2009

Callable at 102.355% of par9/15/2010

Callable at 101.570% of par9/15/2011

Callable at 100.785% of par9/15/2012

Callable until Due Date at par    69




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE H 
    FEDERAL
    INCOME TAXES    2008


2007


2006(In thousands)Federal income taxes computed at the expected statutory rate

$
(6,950
)

$
2,130


$
2,924Increase (decrease) in taxes resulting from:Nontaxable dividend and interest income


(13
)


(13
)


(17
)Increase in cash surrender value of life insurance 
    net


(265
)


(267
)


(304
)Goodwill impairment


2,272







Other


(160
)


(85
)


124Federal income tax provision per consolidated financial
    statements

$
(5,116
)

$
1,765


$
2,727     2008


2007(In thousands)Taxes (payable) refundable on temporary differences at
    statutory rate:Deferred tax liabilities:FHLB stock dividends

$
(5,017
)

$
(4,621
)Mortgage servicing rights


(1,268
)


(2,161
)Book versus tax depreciation


(1,093
)


(1,087
)Original issue discount


(516
)


(826
)Unrealized gains on securities designated as available for sale


(531
)


Purchase price adjustments


(162
)


(162
)Other liabilities, net


(29
)


Deferred loan fees


(117
)


(57
)Total deferred tax liabilities


(8,733
)


(8,914
)Deferred tax assets:General loan loss allowance


5,354



2,252Deferred income


72



21Deferred compensation


1,069



1,075Deferred loan fees






Other assets


681



137Unrealized losses on securities designated as available for sale






6Total deferred tax assets


7,176



3,491Net deferred tax liability

$
(1,557
)

$
(5,423
)    70




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE I 
    COMMITMENTS        Unused Lines ofFixed Rate


Adjustable


Credit


Stand by LettersLoans


Rate Loans


HELOC & Other


of Credit(In thousands)2008

$
5,000


$
21,000


$
73,400


$
5752007


17,300



17,400



80,000



714     case-by-case
    Year Ending December 31,(In thousands)2009

$
2962010


2432011


1682012


1482013


1362014 and thereafter


312$
1,303    71




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE J 
    REGULATORY
    CAPITAL         72




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    To be Well-CapitalizedFor capital


Under Prompt CorrectiveActual


Adequacy Purposes


Action ProvisionsAmount


Ratio


Amount


Ratio


Amount


Ratio(Dollars in thousands)Total capital to risk-weighted assets:Camco Financial Corporation

$
83,710



12.55
%

3$
53,351



38.0
%

3$
66,689



10.0
%Advantage Bank

$
78,372



11.78
%

3$
53,242



38.0
%

3$
66,552



10.0
%Tier I capital to risk-weighted assets:Camco Financial Corporation

$
75,299



11.29
%

3$
26,676



34.0
%

3$
40,013



6.0
%Advantage Bank

$
69,961



10.51
%

3$
29,621



34.0
%

3$
39,931



6.0
%Tier I leverage to average assets:Camco Financial Corporation

$
75,299



7.39
%

3$
40,754



34.0
%

3$
50,943



5.0
%Advantage Bank

$
69,961



6.89
%

3$
40,608



34.0
%

3$
50,760



5.0
%     To be Well-CapitalizedFor capital


Under Prompt CorrectiveActual


Adequacy Purposes


Action ProvisionsAmount


Ratio


Amount


Ratio


Amount


Ratio(Dollars in thousands)Total capital to risk-weighted assets:Camco Financial Corporation

$
92,958



12.39
%

3$
60,037



38.0
%

3$
75,047



10.0
%Advantage Bank

$
86,414



11.54
%

3$
59,931



38.0
%

3$
74,914



10.0
%Tier I capital to risk-weighted assets:Camco Financial Corporation

$
86,335



11.50
%

3$
30,019



34.0
%

3$
45,028



6.0
%Advantage Bank

$
79,791



10.65
%

3$
29,966



34.0
%

3$
44,948



6.0
%Tier I leverage to average assets:Camco Financial Corporation

$
86,335



8.36
%

3$
41,286



34.0
%

3$
51,607



5.0
%Advantage Bank

$
79,791



7.80
%

3$
40,943



34.0
%

3$
51,179



5.0
%    73




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE K 
    BENEFIT
    PLANS     74




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE L 
    CAMCO
    FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION    CAMCO
    FINANCIAL CORPORATION
  STATEMENTS
    OF FINANCIAL CONDITION
 December 31,
  2008


2007(In thousands)ASSETSCash in Advantage

$
1,878


$
4,403Interest-bearing deposits in other financial institutions


213



100Investment securities designated as available for sale


143



164Investment in Advantage


71,372



87,094Investment in Camco Title


632



852Office premises and equipment  net


1,159



1,207Cash surrender value of life insurance


1,209



1,172Prepaid expenses and other assets


332



319Prepaid and refundable federal income taxes


350



Total assets

$
77,288


$
95,311LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and other accrued liabilities

$
573


$
335Borrowings


5,000



5,000Dividends payable






1,080Accrued federal income taxes






261Deferred federal income taxes


15



1Total liabilities


5,588



6,677Stockholders equityCommon stock


8,835



8,835Additional paid-in capital


59,896



59,842Retained earnings


26,055



44,083Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects


1,028



(12
)Treasury stock, at cost


(24,114
)


(24,114
)Total stockholders equity


71,700



88,634Total liabilities and stockholders equity

$
77,288


$
95,311  75




---



##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CAMCO
    FINANCIAL CORPORATION
  STATEMENTS
    OF OPERATIONS
 Year
    ended December 31,
  2008


2007


2006(In thousands)IncomeDividends from Advantage

$
2,000


$
3,000


$
4,800Dividends from Camco Title


250



350



Interest and other income


68



157



366Gain on sale of investments






1



Gain on sale of fixed assets










7(Excess distributions from) undistributed earnings of Advantage


(16,168
)


2,069



1,568(Excess distribution from) undistributed earnings of Camco Title


(179
)


(204
)


148Total income


(14,029
)


5,373



6,889Interest Expense


343



139



General, administrative and other expense


1,601



1,107



1,357Earnings (loss) before federal income tax credits


(15,973
)


4,127



5,532Federal income tax credits


(649
)


(374
)


(342
)Net earnings (loss)

$
(15,324
)

$
4,501


$
5,874  76




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CAMCO
    FINANCIAL CORPORATION
  STATEMENTS
    OF CASH FLOWS
 Year
    ended December 31,
  2008


2007


2006(In thousands)Cash flows from operating activities:Net earnings (loss) for the year

$
(15,324
)

$
4,501


$
5,874Adjustments to reconcile net earnings (loss) to net cash flows
    provided by operating activities:(undistributed earnings) distribution in excess of earnings of
    Advantage


16,168



(2,069
)


(1,568
)Excess distribution from (undistributed net earnings of)Camco Title


179



204



(148
)Gain on sale of office premises and equipment










(7
)Gain on sale of investments






(1
)


Depreciation and amortization


48



41



49Increase (decrease) in cash due to changes in:Prepaid expenses and other assets


40



54



17Accounts payable and other liabilities


51



(47
)


(32
)Accrued federal income taxes


(611
)


(145
)


(35
)Deferred federal income taxes


27



6



54Net cash provided by operating activities


578



2,544



4,204Cash flows from investing activities:Proceeds from redemption of available for sale securities






3



Net increase in cash surrender value of life insurance


(37
)


(36
)


(37
)Purchase of office premises and equipment










(29
)Proceeds from sale of office premises and equipment










24Proceeds from redemption of life insurance










126(Increase) decrease in interest-bearing deposits in other
    financial institutions


(113
)


5,072



1,838Net cash provided by (used in) investing activities


(150
)


5,039



1,922Cash flows from financing activities:Proceeds from exercise of stock options






31



20Proceeds from subordinated debentures






5,000



Dividends paid


(2,953
)


(4,411
)


(4,471
)Purchase of treasury shares






(3,923
)


(1,651
)Net cash used in financing activities


(2,953
)


(3,303
)


(6,102
)Net increase (decrease) in cash and cash equivalents


(2,525
)


4,280



24Cash and cash equivalents at beginning of year


4,403



123



99Cash and cash equivalents at end of year

$
1,878


$
4,403


$
123  77




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##### Table of Contents



CAMCO
    FINANCIAL CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE N 
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)    Three Months EndedDecember 31,


September 30,


June 30,


March 31,(In thousands, except per share data)2008:Total interest income

$
13,277


$
14,107


$
14,315


$
15,084Total interest expense


7,080



7,441



7,849



8,604Net interest income


6,197



6,666



6,466



6,480Provision for losses on loans


11,031



590



850



2,322Other income


(1,228
)


1,804



1,813



1,319General, administrative and other expenses


14,553



6,586



6,886



7,139Earnings (loss) before income taxes (credits)


(20,615
)


1,294



543



(1,662
)Federal income taxes (credits)


(4,852
)


225



170



(659
)Net earnings (loss)

$
(15,763
)

$
1,069


$
373


$
(1,003
)Earnings (loss) per share:Basic

$
(2.20
)

$
.15


$
.05


$
(.14
)Diluted

$
(2.20
)

$
.15


$
.05


$
(.14
)     Three Months EndedDecember 31,


September 30,


June 30,


March 31,(In thousands, except per share data)2007:Total interest income

$
16,159


$
16,434


$
16,535


$
16,189Total interest expense


9,089



9,445



9,085



8,802Net interest income


7,070



6,989



7,450



7,387Provision for losses on loans


980



200



120



195Other income


1,724



1,495



1,063



1,568General, administrative and other expenses


6,763



7,223



6,436



6,563Earnings before income taxes


1,051



1,061



1,957



2,197Federal income taxes


244



218



610



693Net earnings

$
807


$
843


$
1,347


$
1,504Earnings per share:Basic

$
.11


$
.12


$
.18


$
.20Diluted

$
.11


$
.12


$
.18


$
.20  78




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  13a-15(e)
    Form 10-K. Form 10-K
      
    A new third party provider was identified to conduct the
    quarterly valuation of MSRs and management will conduct a
    detailed review of the assumptions used with special attention
    to prepayments speeds in the current lower rate environment.
    Management has established a new quarterly frequency for the
    valuation of all properties within our Other Real Estate Owned
    portfolio. These valuations will use reliable independent
    sources of market value    Item 9B.
    Other
    Information.   79




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##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.        Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued Upon


Weighted-Average


Equity Compensation PlansExercise of


Exercise Price of


(Excluding SecuritiesPlan Category

Outstanding Options


Outstanding Options


Reflected in Column (a))Equity compensation plans approved by security holders


260,703


$
14.11



217,103   Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services.   80




---



##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules.    3(i)


Certificate of Incorporation3(ii)


Bylaws4


Letter of Agreement to Furnish Copies of Long-term Debt
    Instruments and Agreements10(i)


Employment Agreement between Camco and James E. Huston10(iii)


Form of 2002 Salary Continuation Agreement10(iv)


Form of 1996 Salary Continuation Agreement10(v)


Form of Executive Deferred Compensation Agreement10(vi)


First Ashland Financial Corporation 1995 Stock Option and
    Incentive Plan10(vii)


Incentive Stock Option Award Agreement Pursuant to the First
    Ashland Financial Corporation 1995 Stock Option and Incentive
    Plan10(viii)


Non-Qualified Stock Option Award Agreement Pursuant to the First
    Ashland Financial Corporation 1995 Stock Option and Incentive
    Plan10(ix)


Camco Financial Corporation 2002 Equity Incentive Plan10(x)


Incentive Stock Option Award Agreement Pursuant to the Camco
    Financial Corporation 2002 Equity and Incentive Plan10(xi)


Non-Qualified Stock Option Award Agreement Pursuant to the Camco
    Financial Corporation 2002 Equity and Incentive Plan10(xii)


Camco Financial Corporation 1995 Stock Option and Incentive Plan10(xiii)


Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiv)


Incentive Stock Option Award Agreement Pursuant to the Westwood
    Homestead Financial Corporation 1997 Stock Option Plan10(xv)


Non-Qualified Stock Option Award Agreement Pursuant to the
    Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xvi)


Summary of Cash Bonus Plan10(xvii)


Change of Control Agreement including Attachment A listing
    participants10(xviii)


Restricted Stock Award Agreement of James E. Huston10(xix)


Stock Option Award Agreement of James E. Huston10(xx)


Amendment to 1997 Stock Option Plan10(xxi)


Amendment to 2002 Stock Option Plan10(xxii)


Amendment to Change of Control Agreements10(xxiii)


Amendment to Salary Continuation Agreements11


Statement regarding computation of per share earnings14


Code of Ethics21


Subsidiaries of Camco23


Consent of Plante & Moran PLLC regarding Camcos
    Consolidated Financial Statements and Form S-831(i)


Certification of Chief Executive Officer31(ii)


Certification of Chief Financial Officer32(i)


Certification of Chief Executive Officer32(ii)


Certification of Chief Financial Officer  81




---



##### Table of Contents



SIGNATURES
      By
    /s/  James
    E. Huston       By /s/  Jeffrey
    T. TuckerJeffrey
    T. Tucker,
    Director

By /s/  Paul
    D. LeakePaul
    D. Leake,
    DirectorDate: March 13, 2009

Date: March 13, 2009By /s/  Carson
    K. MillerCarson
    K. Miller
    Director

By /s/  Terry
    A. FeickTerry
    A. Feick,
    DirectorDate: March 13, 2009

Date: March 13, 2009By /s/  Edward
    D. GoodyearEdward
    D. Goodyear,
    Director

By /s/  Andrew
    S. DixAndrew
    S. Dix
    DirectorDate: March 13, 2009

Date:  March 13, 2009By /s/  J.
    Timothy YoungJ.
    Timothy Young
    Director

By /s/  Douglas
    F MockDouglas
    F. Mock
    DirectorDate: March 13 , 2009

Date:  March 13, 2009By /s/  James
    E. BrooksJames
    E. Brooks
    Chief Financial OfficerDate: March 13, 2009




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Item

Description

Document ReferenceExhibit 3(i)


Third Restated Certificate of Incorporation of Camco Financial
    Corporation, as amended

Incorporated by reference to Camcos Annual Report on Form
    10-K for the fiscal year ended December 31, 2003, Film no.
    04668873 (2003 Form 10-K), Exhibit 3(i)Exhibit 3(ii)


2003 Amended and Restated By-Laws of Camco Financial Corporation

Incorporated by reference to Camcos Annual Annual Report
    on Form 10-K for the fiscal year ended December 31, 2006,
    Exhibit 3(ii)Exhibit 4


Letter of Agreement to Furnish Copies of Long-term Debt
    Instruments and Agreements

Filed herewithExhibit 10(i)


Employment Agreement dated January 1, 2001, by and between Camco
    Financial Corporation and James E. Huston

Incorporated by reference to Camcos 8-K filed or
    January 7, 2009, film no. 09512081 (2009 8-K),
    Exhibit 10Exhibit 10(iii)


Form of 2002 Salary Continuation Agreement, including
    individualized Schedule As for each participant

Incorporated by reference to Camcos 2003 Form 10-K,
    Exhibit 10(iv)Exhibit 10(iv)


Form of 1996 Salary Continuation Agreement, including Schedule
    As for D. Edward Rugg and Edward A. Wright

Incorporated by reference to Camcos Annual Report on Form
    10-K for the fiscal year ended December 31, 2004 (2004
    Form 10-K), Exhibit 10(iv)Exhibit 10(v)


Form of Executive Deferred Compensation Agreement

Incorporated by reference to Camcos 2003 Form 10-K,
    Exhibit 10(vi)Exhibit 10(vi)


First Ashland Financial Corporation 1995 Stock Option and
    Incentive Plan

Incorporated by reference to Camcos Form S-8 filed on June
    10, 2002, File Number 333-90142, Exhibit 4.01Exhibit 10(vii)


Incentive Stock Option Award Agreement Pursuant to the First
    Ashland Financial Corporation 1995 Stock Option and Incentive
    Plan

Incorporated by reference to Camcos Annual Report on Form
    10-K for the fiscal year ended December 31, 2004 (2004
    Form 10-K), Exhibit 10(vii)Exhibit 10(viii)


Non-Qualified Stock Option Award Agreement Pursuant to the First
    Ashland Financial Corporation 1995 Stock Option and Incentive
    Plan

Incorporated by reference to Camcos Annual Report on Form
    10-K for the fiscal year ended December 31, 2004 (2004
    Form 10-K), Exhibit 10(viii)Exhibit 10(ix)


Camco Financial Corporation 2002 Equity Incentive Plan

Incorporated by reference to Camcos Form S-8 filed on June
    10, 2002, File Number 333-90152, Exhibit 4.01Exhibit 10(x)


Incentive Stock Option Award Agreement Pursuant to the Camco
    Financial Corporation 2002 Equity and Incentive Plan
    Exhibit 10.5

Incorporated by reference to Camcos Form 8-K filed on
    February 2, 2005, film no. 05570393 (2005 8-K),Exhibit 10(xi)


Non-Qualified Stock Option Award Agreement Pursuant to the Camco
    Financial Corporation 2002 Equity and Incentive Plan

Incorporated by reference to Camcos Annual Report on Form
    10-K for the fiscal year ended December 31, 2004 (2004
    Form 10-K), Exhibit 10(xi)Exhibit 10(xii)


Camco Financial Corporation 1995 Stock Option and Incentive Plan

Incorporated by reference to Camcos Form S-8 filed on June
    10, 2002, File Number 333-90166, Exhibit 4.01Exhibit 10(xiii)


Westwood Homestead Financial Corporation 1997 Stock Option Plan

Incorporated by reference to Camcos Form S-8 filed on
    January 5, 2000, File Number 333-94113, Exhibit 4.01Exhibit 10(xiv)


Incentive Stock Option Award Agreement Pursuant to the Westwood
    Homestead Financial Corporation 1997 Stock Option Plan

Incorporated by reference to the 2005 8-K, Exhibit 10.4




---



##### Table of Contents



Item

Description

Document ReferenceExhibit 10(xv)


Non-Qualified Stock Option Award Agreement Pursuant to the
    Westwood Homestead Financial Corporation 1997 Stock Option Plan

Incorporated by reference to the 2005 8-K, Exhibit 10.3Exhibit 10(xvi)


Summary of Bonus Plan

Filed herewithExhibit 10(xvii)


Change of Control Agreement including Attachment A listing
    participants

Filed herewithExhibit 10(xviii)


Restricted Stock Award Agreement of James E. Huston

Filed herewithExhibit 10(xix)


Stock Option Award Agreement of James E. Huston

Filed herewithExhibit 10(xx)


Amendment to 1997 Stock Option Plan

Filed herewithExhibit 10(xxi)


Amendment to 2002 Stock Option Plan

Filed herewithExhibit 10(xxii)


Amendment to Change of Control Agreements

Filed herewithExhibit 10(xxiii)


Amendment to Salary Continuation Agreements

Filed herewithExhibit 14


Code of Ethics

Camco elects to satisfy Regulation S-K §229.406(c) by
    posting its Code of Ethics on its website at
    www.camcofinancial.comExhibit 21


Subsidiaries of Camco

Incorporated by reference to Camcos 2003 Form 10-K,
    Exhibit 21Exhibit 23


Consent of Plante & Moran PLLC regarding Camcos
    Consolidated Financial Statements and Form S-8

Filed herewithExhibit 31(i)


Section 302 Certification by Chief Executive Officer

Filed herewithExhibit 31(ii)


Section 302 Certification by Chief Financial Officer

Filed herewithExhibit 32(i)


Section 1350 Certification by Chief Executive Officer

Filed herewithExhibit 32(ii)


Section 1350 Certification by Chief Financial Officer

Filed herewith