##### 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 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 0-25196
 CAMCO FINANCIAL CORPORATION
  Delaware
    
    51-0110823(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
  (Address of principal executive offices) (Zip Code)
 
 Common Stock, $1 par value per share
    
    NASDAQ Global Market(Title of Each Class)
    
    (Name of exchange on which registered)
  
  o þ
 o þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated filer o
    
    Smaller reporting company þ
 o þ




---



TABLE OF CONTENTS  PART IItem 1. BusinessREGULATIONItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. (Removed and Reserved)PART IIItem 5. Stock InformationItem 6. Selected Consolidated Financial DataItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSExhibit 4Exhibit 23Exhibit 31(i)Exhibit 31(ii)Exhibit 32(i)Exhibit 32(ii)    Table of Contents  
 PART I
 
 Item 1.
    
    Business.
 General
      http://www.camcofinancial.com
 Lending Activities
 General
  2




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##### Table of Contents



Loan Portfolio Composition
 At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    

    2006Percent
    
    
    
    
    
    
    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:Construction
    
    $
    26,530
    
    
    
    4.0
    %
    
    $
    5,798
    
    
    
    0.9
    %
    
    $
    19,083
    
    
    
    2.5
    %
    
    $
    35,162
    
    
    
    4.3
    %
    
    $
    29,596
    
    
    
    3.6
    %Land, Farmland, Ag Loans
    
    
    12,454
    
    
    
    1.9
    
    
    
    23,867
    
    
    
    3.6
    
    
    
    27,498
    
    
    
    3.6
    
    
    
    26,648
    
    
    
    3.3
    
    
    
    27,619
    
    
    
    3.4Residential
    
    
    375,583
    
    
    
    56.2
    
    
    
    434,367
    
    
    
    65.9
    
    
    
    526,069
    
    
    
    69.5
    
    
    
    552,175
    
    
    
    68.0
    
    
    
    590,545
    
    
    
    72.2Commercial
    
    
    163,951
    
    
    
    24.6
    
    
    
    135,371
    
    
    
    20.5
    
    
    
    131,518
    
    
    
    17.4
    
    
    
    122,345
    
    
    
    15.0
    
    
    
    100,189
    
    
    
    12.2Consumer
    
    
    3,828
    
    
    
    0.6
    
    
    
    4,068
    
    
    
    0.6
    
    
    
    4,354
    
    
    
    0.7
    
    
    
    11,848
    
    
    
    1.5
    
    
    
    6,328
    
    
    
    0.8Commercial and industrial
    
    
    28,943
    
    
    
    4.3
    
    
    
    25,668
    
    
    
    3.9
    
    
    
    26,425
    
    
    
    3.5
    
    
    
    30,852
    
    
    
    3.8
    
    
    
    27,637
    
    
    
    3.4Multi Family
    
    
    74,342
    
    
    
    11.1
    
    
    
    46,138
    
    
    
    7.0
    
    
    
    37,087
    
    
    
    4.9
    
    
    
    39,529
    
    
    
    4.9
    
    
    
    43,392
    
    
    
    5.3Total
    
    $
    685,631
    
    
    
    102.7
    
    
    $
    675,277
    
    
    
    102.4
    
    
    $
    772,034
    
    
    
    102.1
    
    
    $
    818,559
    
    
    
    100.8
    
    
    $
    825,306
    
    
    
    100.9Less:Unamortized yield adjustments
    
    
    (921
    )
    
    
    (0.1
    )
    
    
    (156
    )
    
    
    (0.0
    )
    
    
    354
    
    
    
    0.0
    
    
    
    166
    
    
    
    (0.0
    )
    
    
    (8
    )
    
    
    (0.0
    )Allowance for loan losses
    
    
    (16,870
    )
    
    
    (2.6
    )
    
    
    (16,099
    )
    
    
    (2.4
    )
    
    
    (15,747
    )
    
    
    (2.1
    )
    
    
    (6,623
    )
    
    
    (0.8
    )
    
    
    (7,144
    )
    
    
    (0.9
    )Total loans, net
    
    $
    667,840
    
    
    
    100.0
    %
    
    $
    659,022
    
    
    
    100.0
    %
    
    $
    756,641
    
    
    
    100.0
    %
    
    $
    812,102
    
    
    
    100.0
    %
    
    $
    818,154
    
    
    
    100.0
    %
 Loan Maturity Schedule.
 Due afteroneDue in one year
    
    
    through
    
    
    Due afteror less
    
    
    five years
    
    
    five years
    
    
    Total(In thousands)Loans:Construction
    
    $
    3,693
    
    
    $
    16,365
    
    
    $
    6,472
    
    
    $
    26,530Land, Farmland, Ag Loans
    
    
    5,949
    
    
    
    2,668
    
    
    
    3,837
    
    
    
    12,454Residential
    
    
    29,471
    
    
    
    81,956
    
    
    
    264,156
    
    
    
    375,583Commercial
    
    
    6,110
    
    
    
    88,842
    
    
    
    68,999
    
    
    
    163,951Consumer
    
    
    629
    
    
    
    2,342
    
    
    
    857
    
    
    
    3,828Commercial and industrial
    
    
    11,678
    
    
    
    15,629
    
    
    
    1,636
    
    
    
    28,943Multi Family
    
    
    3,249
    
    
    
    31,781
    
    
    
    39,312
    
    
    
    74,342Total
    
    $
    60,679
    
    
    $
    239,583
    
    
    $
    385,269
    
    
    $
    685,631
 Due afterDecember 31, 2011(In thousands)Fixed rate of interest
    
    $
    152,851Adjustable rate of interest
    
    
    471,700Total
    
    $
    624,551
  Residential Loans.
  3




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##### Table of Contents



Construction and Development Loans.
   Nonresidential Real Estate Loans
  4




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##### Table of Contents



Consumer and Other Loans
 Loan Solicitation and Processing
    Loan Originations, Purchases and Sales
      5




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Year ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Loans originated:Construction (purchased and originated)
    
    $
    15,929
    
    
    $
    2,310
    
    
    $
    7,774
    
    
    $
    41,323
    
    
    $
    23,752Permanent
    
    
    105,427
    
    
    
    190,662
    
    
    
    107,776
    
    
    
    80,900
    
    
    
    86,613Commercial, consumer and other
    
    
    146,993
    
    
    
    55,243
    
    
    
    127,604
    
    
    
    173,070
    
    
    
    172,403Total loans originated
    
    
    268,349
    
    
    
    245,905
    
    
    
    243,154
    
    
    
    295,293
    
    
    
    282,768Loans purchased
    
    
    2,554
    
    
    
    7,035
    
    
    
    249
    
    
    
    3,021
    
    
    
    3,698Reductions:Principal repayments
    
    
    144,598
    
    
    
    204,502
    
    
    
    229,330
    
    
    
    249,922
    
    
    
    250,409Loans sold
    
    
    88,697
    
    
    
    108,481
    
    
    
    45,330
    
    
    
    49,953
    
    
    
    50,924Transfers from loans to real estate owned
    
    
    5,991
    
    
    
    9,631
    
    
    
    6,574
    
    
    
    5,490
    
    
    
    4,092Total reductions
    
    
    (239,286
    )
    
    
    (322,614
    )
    
    
    (281,234
    )
    
    
    (305,365
    )
    
    
    (305,425
    )Increase (decrease) in other items, net (1)
    
    
    (21,066
    )
    
    
    (29,655
    )
    
    
    (18,614
    )
    
    
    505
    
    
    
    (959
    )Net increase (decrease)
    
    $
    10,551
    
    
    $
    (99,329
    )
    
    $
    (56,445
    )
    
    $
    (6,546
    )
    
    $
    (19,918
    )
 (1)
    
    Other items primarily consist of amortization of deferred loan origination fees and the
provision for losses on loans.
 Lending Limit
  Loan Concentrations.
   6




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##### Table of Contents



Loan Origination and Other Fees.
 Delinquent Loans, Nonperforming Assets and Classified Assets
   At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Loans delinquent for:one  two payments
    
    $
    10,545
    
    
    $
    12,590
    
    
    $
    13,338
    
    
    $
    18,210
    
    
    $
    13,833three or more payments
    
    
    23,252
    
    
    
    29,543
    
    
    
    25,202
    
    
    
    19,070
    
    
    
    18,536Total delinquent loans
    
    $
    33,797
    
    
    $
    42,133
    
    
    $
    38,540
    
    
    $
    37,280
    
    
    $
    32,369Ratio of total
delinquent loans to
total net loans
(1)
    
    
    5.04
    %
    
    
    6.39
    %
    
    
    5.09
    %
    
    
    4.59
    %
    
    
    3.91
    %
 
 (1)
    
    Total net loans include loans held for sale.
   7




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##### Table of Contents



At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Loans accounted for on nonaccrual basis:Construction
    
    $
    1,791
    
    
    $
    1,244
    
    
    $
    3,676
    
    
    $
    400
    
    
    $
    16Land, Farmland, Ag Loans
    
    
    
    
    
    
    3,139
    
    
    
    4,967
    
    
    
    5,449
    
    
    
    159Residential(1)
    
    
    21,498
    
    
    
    21,604
    
    
    
    22,165
    
    
    
    9,336
    
    
    
    10,379Commercial
    
    
    7,717
    
    
    
    4,151
    
    
    
    18,058
    
    
    
    6,908
    
    
    
    2,387Consumer
    
    
    39
    
    
    
    148
    
    
    
    86
    
    
    
    576
    
    
    
    42Commercial and Industrial
    
    
    706
    
    
    
    516
    
    
    
    1,393
    
    
    
    455
    
    
    
    Multi Family
    
    
    2,028
    
    
    
    2,046
    
    
    
    3,139
    
    
    
    871
    
    
    
    4.682Total nonaccrual loans
    
    
    33,779
    
    
    
    32,848
    
    
    
    53,484
    
    
    
    23,995
    
    
    
    17,665Accruing loans delinquent three months or moreConstruction
    
    
    
    
    
    
    305
    
    
    
    
    
    
    
    
    
    
    
    Land, Farmland, Ag Loans
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    
    
    
    
    Residential(1)
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    1,520
    
    
    
    871Commercial
    
    
    
    
    
    
    2,853
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial and Industrial
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    Multi Family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total accruing loans delinquent three months or more
    
    
    
    
    
    
    3,601
    
    
    
    44
    
    
    
    1,520
    
    
    
    871Total nonperforming loans
    
    
    33,779
    
    
    
    36,449
    
    
    
    53,528
    
    
    
    25,515
    
    
    
    18,536Other real estate owned
    
    
    10,096
    
    
    
    9,660
    
    
    
    5,841
    
    
    
    5,034
    
    
    
    3,956Total nonperforming assets
    
    $
    43,875
    
    
    $
    46,109
    
    
    $
    59,369
    
    
    $
    30,549
    
    
    $
    22,492Allowance for loan losses
    
    $
    16,870
    
    
    $
    16,099
    
    
    $
    15,747
    
    
    $
    6,623
    
    
    $
    7,144Nonperforming loans as a percent of total net loans (2)
    
    
    5.04
    %
    
    
    5.40
    %
    
    
    6.91
    %
    
    
    3.13
    %
    
    
    2.23
    %Nonperforming assets to total assets
    
    
    5.38
    %
    
    
    5.47
    %
    
    
    5.93
    %
    
    
    2.99
    %
    
    
    2.15
    %Allowances for loan losses as a percent of nonperforming loans
    
    
    49.9
    %
    
    
    44.2
    %
    
    
    29.4
    %
    
    
    26.0
    %
    
    
    38.5
    %Memo section:Troubled debt restructuringsLoans and leases restructured and in compliance with modified terms
    
    $
    7,122
    
    
    $
    16,645
    
    
    $
    11,440
    
    
    $
    
    
    
    $
    Loans and leases restructured and not in compliance with modified terms
    
    $
    9,276
    
    
    $
    4,783
    
    
    $
    12,882
    
    
    $
    
    
    
    $
    
 (1)
    
    Includes loans secured by first and junior liens and home equity lines of credit(2)
    
    Includes loans held for sale.
   December 31, 2010(In thousands)Classified loans:Substandard
    
    $
    53,579Doubtful
    
    
    Loss
    
    
    Total classified loans
    
    $
    53,579
  8




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##### Table of Contents



Allowance for Loan Losses
      December 31, 
2010
    
    
    December 31, 
2009General allowance
    
    $
    15,273
    
    
    $
    11,700Specific allowance
    
    
    1,597
    
    
    
    4,399Total allowance
    
    $
    16,870
    
    
    $
    16,099
  9




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##### Table of Contents



Year ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Balance at beginning of year
    
    $
    16,099
    
    
    $
    15,747
    
    
    $
    6,623
    
    
    $
    7,144
    
    
    $
    6,959Charge-offs:Construction
    
    
    482
    
    
    
    771
    
    
    
    1,200
    
    
    
    21
    
    
    
    Land, Farmland, Agriculture
    
    
    2,283
    
    
    
    2,222
    
    
    
    815
    
    
    
    26
    
    
    
    Residential
    
    
    7,530
    
    
    
    7,799
    
    
    
    2,368
    
    
    
    1,028
    
    
    
    647Commercial / Non-residential
    
    
    3,688
    
    
    
    7,116
    
    
    
    354
    
    
    
    174
    
    
    
    Consumer
    
    
    28
    
    
    
    38
    
    
    
    30
    
    
    
    81
    
    
    
    219Commercial and industrial
    
    
    3,399
    
    
    
    2,052
    
    
    
    964
    
    
    
    25
    
    
    
    11Multi Family
    
    
    1,535
    
    
    
    2,548
    
    
    
    836
    
    
    
    742
    
    
    
    562Total charge-offs
    
    
    18,945
    
    
    
    22,546
    
    
    
    6,567
    
    
    
    2,097
    
    
    
    1,439Recoveries:Construction
    
    
    39
    
    
    
    16
    
    
    
    1
    
    
    
    2
    
    
    
    land, Farmland, Agriculture
    
    
    247
    
    
    
    429
    
    
    
    
    
    
    
    22
    
    
    
    Residential
    
    
    490
    
    
    
    
    
    
    
    373
    
    
    
    27
    
    
    
    25Commercial / Non-residential
    
    
    157
    
    
    
    13
    
    
    
    235
    
    
    
    4
    
    
    
    2Consumer
    
    
    9
    
    
    
    18
    
    
    
    47
    
    
    
    22
    
    
    
    102Commercial and industrial
    
    
    211
    
    
    
    22
    
    
    
    223
    
    
    
    1
    
    
    
    30Multi Family
    
    
    103
    
    
    
    608
    
    
    
    20
    
    
    
    3
    
    
    
    25Total recoveries
    
    
    1,256
    
    
    
    1,106
    
    
    
    899
    
    
    
    81
    
    
    
    184Net (charge-offs) recoveries
    
    
    (17,689
    )
    
    
    (21,440
    )
    
    
    (5,668
    )
    
    
    (2,016
    )
    
    
    (1,255
    )Provision for losses on loans
    
    
    18,460
    
    
    
    21,792
    
    
    
    14,792
    
    
    
    1,495
    
    
    
    1,440Balance at end of year
    
    $
    16,870
    
    
    $
    16,099
    
    
    $
    15,747
    
    
    $
    6,623
    
    
    $
    7,144Net (charge-offs) recoveries to average loans
    
    
    (2.69
    )%
    
    
    (3.21
    )%
    
    
    (.74
    )%
    
    
    (.25
    )%
    
    
    (.15
    )%
 (1)
    
    Includes home equity lines of credit  10




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##### Table of Contents



At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    

    2006Percent
    
    
    
    
    
    
    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)Construction
    
    $
    166
    
    
    
    4.3
    %
    
    $
    338
    
    
    
    0.9
    %
    
    $
    285
    
    
    
    2.5
    %
    
    $
    182
    
    
    
    4.3
    %
    
    $
    197
    
    
    
    3.6
    %land, Farmland, Agriculture
    
    
    849
    
    
    
    2.9
    
    
    
    628
    
    
    
    3.5
    
    
    
    542
    
    
    
    3.6
    
    
    
    225
    
    
    
    3.3
    
    
    
    243
    
    
    
    3.3Residential
    
    
    8,050
    
    
    
    53.6
    
    
    
    10,519
    
    
    
    64.3
    
    
    
    10,697
    
    
    
    68.1
    
    
    
    4,126
    
    
    
    67.5
    
    
    
    4,450
    
    
    
    71.6Commercial / Non-residential
    
    
    3,638
    
    
    
    22.2
    
    
    
    3,148
    
    
    
    20.1
    
    
    
    2,643
    
    
    
    17.0
    
    
    
    1,292
    
    
    
    14.9
    
    
    
    1,394
    
    
    
    12.1Consumer
    
    
    246
    
    
    
    0.5
    
    
    
    98
    
    
    
    0.6
    
    
    
    92
    
    
    
    0.6
    
    
    
    38
    
    
    
    1.4
    
    
    
    41
    
    
    
    0.8Commercial and industrial
    
    
    1,061
    
    
    
    4.4
    
    
    
    637
    
    
    
    3.8
    
    
    
    481
    
    
    
    3.4
    
    
    
    252
    
    
    
    3.8
    
    
    
    272
    
    
    
    3.3Multi Family
    
    
    2,860
    
    
    
    12.1
    
    
    
    731
    
    
    
    6.8
    
    
    
    1,007
    
    
    
    4.8
    
    
    
    508
    
    
    
    4.8
    
    
    
    548
    
    
    
    5.3Total
    
    $
    16,870
    
    
    
    100.0
    %
    
    $
    16,099
    
    
    
    100.0
    %
    
    $
    15,747
    
    
    
    100.0
    %
    
    $
    6,623
    
    
    
    100.0
    %
    
    $
    7,145
    
    
    
    100.0
    %
 Investment and Mortgage-Backed Securities Activities
   At December 31,2010
    
    
    2009
    
    
    2008Amortized
    
    
    % 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
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    10,955
    
    
    
    11.3
    %
    
    $
    11,044
    
    
    
    11.2
    %Municipal bonds
    
    
    2,608
    
    
    
    7.9
    
    
    
    2,604
    
    
    
    7.5
    
    
    
    501
    
    
    
    .9
    
    
    
    558
    
    
    
    1.0
    
    
    
    541
    
    
    
    0.6
    
    
    
    574
    
    
    
    0.6Mortgage-backed
Securities
    
    
    1,340
    
    
    
    4.0
    
    
    
    1,389
    
    
    
    4.0
    
    
    
    1,612
    
    
    
    2.8
    
    
    
    1,642
    
    
    
    2.8
    
    
    
    1,910
    
    
    
    1.9
    
    
    
    1,912
    
    
    
    1.9Total
    
    
    3,948
    
    
    
    11.9
    
    
    
    3,993
    
    
    
    11.5
    
    
    
    2,113
    
    
    
    3.7
    
    
    
    2,200
    
    
    
    3.8
    
    
    
    13,406
    
    
    
    13.8
    
    
    
    13,530
    
    
    
    13.7Available for sale:U.S. Government
sponsored enterprises
    
    $
    2,010
    
    
    
    6.1
    
    
    
    2,065
    
    
    
    5.9
    
    
    
    14,514
    
    
    
    25.7
    
    
    
    14,564
    
    
    
    25.0
    
    
    
    28,318
    
    
    
    29.1
    
    
    
    28,639
    
    
    
    29.0Municipal bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    0.1
    
    
    
    101
    
    
    
    1.2Corporate equity
securities
    
    
    157
    
    
    
    .5
    
    
    
    98
    
    
    
    .3
    
    
    
    157
    
    
    
    .3
    
    
    
    88
    
    
    
    .2
    
    
    
    157
    
    
    
    0.2
    
    
    
    143
    
    
    
    0.1Mortgage-backed
securities
    
    
    27,040
    
    
    
    81.5
    
    
    
    28,605
    
    
    
    82.3
    
    
    
    39,690
    
    
    
    70.3
    
    
    
    41,298
    
    
    
    71.0
    
    
    
    55,218
    
    
    
    56.8
    
    
    
    56,469
    
    
    
    57.1Total
    
    
    29,207
    
    
    
    88.1
    
    
    
    30,768
    
    
    
    88.5
    
    
    
    54,361
    
    
    
    96.3
    
    
    
    55,950
    
    
    
    96.2
    
    
    
    83,793
    
    
    
    86.2
    
    
    
    85,352
    
    
    
    86.3Total investments
and mortgage-backed
securities
    
    $
    33,155
    
    
    
    100.0
    %
    
    $
    34,761
    
    
    
    100.0
    %
    
    $
    56,474
    
    
    
    100.0
    %
    
    $
    58,150
    
    
    
    100.0
    %
    
    $
    97,199
    
    
    
    100.0
    %
    
    $
    98,882
    
    
    
    100.0
    %
  11




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##### Table of Contents



At December 31, 2009After one
    
    
    After fiveOne year or less
    
    
    through five years
    
    
    through ten years
    
    
    After ten years
    
    
    TotalWeighted-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
    
    $
    
    
    
    
    
    %

    
    $
    2,010
    
    
    
    2.05
    %
    
    $
    
    
    
    
    0.00
    %
    
    $
    
    
    
    
    0.00
    %
    
    $
    2,010
    
    
    $
    2,065
    
    
    
    2.05
    %Municipal bonds
    
    
    250
    
    
    
    4.20
    
    
    
    120
    
    
    
    4.20
    
    
    
    70
    
    
    
    6.65
    
    
    
    2,168
    
    
    
    4.28
    
    
    
    2,608
    
    
    
    2,604
    
    
    
    4.33Mortgage-backed
Securities
    
    
    4,126
    
    
    
    3.88
    
    
    
    20,973
    
    
    
    4.98
    
    
    
    3,281
    
    
    
    5.34
    
    
    
    
    
    
    
    
    
    
    
    28,380
    
    
    
    29,994
    
    
    
    4.86Total
    
    $
    4,376
    
    
    
    3.90
    %
    
    $
    23,103
    
    
    
    4.72
    %
    
    $
    3,351
    
    
    
    5.37
    %
    
    $
    2,168
    
    
    
    4.28
    %
    
    $
    32,998
    
    
    $
    34,663
    
    
    
    4.65
    %
 Deposits and Borrowings
 General.
 Deposits
 See
  At December 31,2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Amount
    
    
    average rate
    
    
    Amount
    
    
    average rate
    
    
    Amount
    
    
    average rate(Dollars in thousands)Non-interest bearing demand
    
    $
    46,597
    
    
    
    
    %
    
    $
    38,911
    
    
    
    
    %
    
    $
    37,526
    
    
    
    
    %Interest-bearing demand
    
    
    65,679
    
    
    
    0.30
    
    
    
    70,564
    
    
    
    
    
    
    
    87,199
    
    
    
    0.91Money market demand accounts
    
    
    96,294
    
    
    
    0.69
    
    
    
    96,172
    
    
    
    
    
    
    
    112,749
    
    
    
    1.35Passbook and statement savings accounts
    
    
    38,665
    
    
    
    0.25
    
    
    
    36,638
    
    
    
    
    
    
    
    33,838
    
    
    
    0.26Total certificate accounts
    
    
    404,581
    
    
    
    1.98
    
    
    
    417,617
    
    
    
    
    
    
    
    452,644
    
    
    
    3.79Total deposits
    
    $
    651,816
    
    
    
    1.38
    %
    
    $
    659,902
    
    
    
    
    %
    
    $
    723,956
    
    
    
    2.71
    %
   12




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##### Table of Contents



(In thousands)Three months or less
    
    $
    8,915Over three to six months
    
    
    48,414Over six to twelve months
    
    
    270Over twelve months
    
    
    56,380Total
    
    $
    113,979
 Borrowings.
  Competition
  Holding Company Capital Resources
     13




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##### Table of Contents



Service Corporation Activities
  Employees
  
 REGULATION
 General
  Ohio Regulation
    Federal Deposit Insurance Corporation
 Supervision and Examination.
  State Chartered Bank Activities.
  14




---



##### Table of Contents



Liquidity.
 Regulatory Capital Requirements.
  Regulatory Agreements.
        Transactions with Affiliates and Insiders
   15




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##### Table of Contents



Change in Control
 Federal Law
 Ohio Law
 Holding Company Regulation
  Source of Strength Doctrine
  Federal Reserve Requirements
  
 Item 1A.
    
    Risk Factors.
   16




---



##### Table of Contents



Camco expects to continue to be subject to restrictions and conditions of the MOU, Written
Agreement and Consent Order. As a result, Camco has incurred and expect to continue to incur
significant additional regulatory compliance expense that will negatively effect our results of
operations.
  Our capital levels currently do not comply with the higher capital requirements required by the
Consent Order.
  In addition to the Consent Order, the FRB Written Agreement, MOU, governmental regulation and
regulatory actions against us may further impair our operations or restrict our growth.
      17




---



##### Table of Contents



Camco may not be able to attract and retain skilled people.
  Camco has a relatively high percentage of non-performing loans and classified assets relative to
our total assets. If our allowance for loan losses is not sufficient to cover our actual loan
losses, our ability to become profitable will be adversely affected.
    Camco may elect or be compelled to seek additional capital in the future, but that capital may not
be available when it is needed.
   18




---



##### Table of Contents



The recent repeal of federal prohibitions on payment of interest on demand deposits could
increase our interest expense.
  Camco is subject to examinations and challenges by tax authorities.
  A large percentage of our loans are collateralized by real estate and continued deterioration in
the real estate market may result in additional losses and adversely affect our financial results.
   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.
    19




---



##### Table of Contents




    
    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 Camcos ability to
market our products and services.
 Volatility in the economy may negatively impact the fair value of our stock.
  
    
    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;
    
    a shortfall in revenues or earnings compared to securities analysts expectations;
    
    our inability to pay cash dividends
    
    changes in analysts recommendations or projections; and
    
    our announcement of other projects.
 Changes in interest rates could adversely affect our financial condition and results of operations .
     20




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##### Table of Contents



The Corporation relies, in part, on external financing to fund its operations and the availability
of such funds in the future could adversely impact its growth strategy and prospects.
  Credit risks could adversely affect our results of operations.
  Camco operates in an extremely competitive market, and our business will suffer if Camco is unable
to compete effectively.
  Our ability to pay cash dividends is subject to prior FRB approval.
  The preparation of financial statements requires management to make estimates about matters that
are inherently uncertain.
   21




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##### Table of Contents



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.
  Camco may be named as a defendant from time to time in a variety of litigation and other actions.
  The Corporations allowance for loan losses may not be adequate to cover actual losses.
  Our ability to use net operating loss carry forwards to reduce future tax payments may be limited
or restricted.
   22




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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.
   23




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##### Table of Contents



Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
  Year facility
    
    
    Leased
    
    Netcommenced
    
    
    or
    
    bookOffice Location
    
    operations
    
    
    owned
    
    value (1)134 E. Court Street
Washington Court House, Ohio
    
    
    1963
    
    
    Owned (2)
    
    $
    478.11050 Washington Ave.
Washington Court House, Ohio
    
    
    1996
    
    
    Owned
    
    
    470.61 N. Plum Street
Germantown, Ohio
    
    
    1998
    
    
    Owned
    
    
    436.0675 West Main Street
New Lebanon, Ohio
    
    
    1998
    
    
    Owned
    
    
    58.62 East High Street
London, Ohio
    
    
    2004
    
    
    Owned
    
    
    506.93002 Harrison Avenue
Cincinnati, Ohio
    
    
    2000
    
    
    Owned
    
    
    950.71111 St. Gregory Street
Cincinnati, Ohio
    
    
    2000
    
    
    Leased (3)
    
    
    126 S. 9th Street
Cambridge, Ohio
    
    
    1998
    
    
    Owned
    
    
    71.1226 Third Street
Marietta, Ohio
    
    
    1976
    
    
    Owned (4)
    
    
    490.61925 Washington Boulevard
Belpre, Ohio
    
    
    1979
    
    
    Owned
    
    
    209.4478 Pike Street
Marietta, Ohio
    
    
    1998
    
    
    Leased (5)
    
    
    477.5814 Wheeling Avenue
Cambridge, Ohio
    
    
    1963
    
    
    Owned
    
    
    869.3327 E. 3rd Street
Uhrichsville, Ohio
    
    
    1975
    
    
    Owned
    
    
    67.2175 N. 11th Street
Cambridge, Ohio
    
    
    1981
    
    
    Owned
    
    
    284.6209 Seneca Avenue
Byesville, Ohio
    
    
    1978
    
    
    Leased (6)
    
    
    547 S. James Street
Dover, Ohio
    
    
    2002
    
    
    Owned (7)
    
    
    353.4
  24




---



##### Table of Contents



Leased
    
    
    NetYear facility
    
    commenced
    
    
    or
    
    bookOffice Location
    
    operations
    
    
    owned
    
    value (1)2497 Dixie Highway
Ft. Mitchell, Kentucky
    
    
    2001
    
    
    Owned
    
    
    520.9401-7 Pike Street
Covington, Kentucky
    
    
    2001
    
    
    Owned
    
    
    75.57550 Dixie Highway
Florence, Kentucky
    
    
    2001
    
    
    Owned
    
    
    392.56901 Glenn Highway
Cambridge, Ohio
    
    
    1999
    
    
    Owned (8)
    
    
    1,044.81500 Grand Central Ave.- Suite #102
Vienna, West Virginia
    
    
    2004
    
    
    Leased (9)
    
    
    118.9123 Southgate Parkway
Cambridge, Ohio
    
    
    2005
    
    
    Leased (10)
    
    
    110.56360 Tylersville Road
Mason, Ohio
    
    
    2006
    
    
    Leased (11)
    
    
    127.91104 Eagleton Blvd.
London, Ohio
    
    
    2006
    
    
    Leased (12)
    
    
    248.2828 Wheeling Avenue
Cambridge, Ohio
    
    
    2007
    
    
    Leased (13)
    
    
    440 Polaris Parkway
Westerville, Ohio
    
    
    2009
    
    
    Leased (14)
    
    
    
 (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 is on a month to month basis.(4)
    
    The 226 Third Street facility also serves as the Camco Title  Marietta office.(5)
    
    The lease expires in November 2017. Advantage has the option to renew for two five-year
terms. The lease is for land only.(6)
    
    The lease expires in September 2015.(7)
    
    The 547 S. James Street facility also serves as the Camco Title  Dover office.(8)
    
    The Camco Financial Corporation staff re-located to 814 Wheeling Avenue, Cambridge. Building
is currently vacant and listed with a local realtor.(9)
    
    The lease expires in October 2013. Advantage has the option to renew for three five-year
terms.(10)
    
    The lease expires in June 2012. Advantage has the option to purchase at a cost of $120,000.(11)
    
    The lease expires in October 2016. Advantage has the option to renew the lease for two
five-year terms.(12)
    
    The lease expires in May 2014. Advantage has the option to renew for three five-year terms.(13)
    
    The lease expires in June 2011. Advantage has the option to renew for a one-year term.
Advantage has the option to purchase at a cost of $185,000 with a 3% escalation.(14)
    
    The lease expires in August 2012.
   25




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##### Table of Contents



Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    (Removed and Reserved).
  
 PART II
 
 Item 5.
    
    Stock Information
  CashDividendsHigh
    
    
    Low
    
    
    DeclaredYear ended December 31, 2010 (1)Quarter ending:December 31, 2010
    
    $
    2.19
    
    
    $
    1.17
    
    
    $
    0.0000September 30, 2010
    
    
    2.39
    
    
    
    1.70
    
    
    
    0.0000June 30, 2010
    
    
    3.70
    
    
    
    2.51
    
    
    
    0.0000March 31, 2010
    
    
    3.40
    
    
    
    1.91
    
    
    
    0.0000Year ended December 31, 2009 (1)Quarter ending:December 31, 2009
    
    $
    2.17
    
    
    $
    1.51
    
    
    $
    0.0000September 30, 2009
    
    
    2.60
    
    
    
    2.00
    
    
    
    0.0000June 30, 2009
    
    
    3.66
    
    
    
    1.56
    
    
    
    0.0100March 31, 2009
    
    
    3.70
    
    
    
    0.85
    
    
    
    0.0100
 (1)
    
    See Liquidity and Capital Resources in Item 7 of this Form 10-K for discussion of
restrictions that materially limit Camcos ability to pay dividends.
   26




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##### Table of Contents



Item 6.
    
    Selected Consolidated Financial Data.
  SELECTED CONSOLIDATED FINANCIAL DATA:
 As of December 31:
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Total amount of:Assets
    
    $
    814,966
    
    
    $
    842,655
    
    
    $
    1,000,446
    
    
    $
    1,023,261
    
    
    $
    1,048,216Interest-bearing deposits in other financial institutions
    
    
    15,971
    
    
    
    17,663
    
    
    
    35,272
    
    
    
    5,432
    
    
    
    12,673Securities available for sale  at market
    
    
    30,768
    
    
    
    55,950
    
    
    
    85,352
    
    
    
    88,919
    
    
    
    107,506Securities held to maturity
    
    
    3,948
    
    
    
    2,113
    
    
    
    13,406
    
    
    
    2,769
    
    
    
    3,449Loans receivable  net (1)
    
    
    670,048
    
    
    
    659,497
    
    
    
    758,826
    
    
    
    815,271
    
    
    
    821,818Deposits
    
    
    651,816
    
    
    
    659,902
    
    
    
    723,956
    
    
    
    692,184
    
    
    
    684,782FHLB advances and other borrowings
    
    
    104,464
    
    
    
    109,232
    
    
    
    183,833
    
    
    
    220,981
    
    
    
    257,139Stockholders equity
    
    
    46,103
    
    
    
    60,514
    
    
    
    71,700
    
    
    
    88,634
    
    
    
    91,092SELECTED CONSOLIDATED OPERATING DATA:For the year ended December 31:
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands, except per share data)Total interest income
    
    $
    40,821
    
    
    $
    44,724
    
    
    $
    56,783
    
    
    $
    64,877
    
    
    $
    62,689Total interest expense
    
    
    14,434
    
    
    
    20,594
    
    
    
    30,974
    
    
    
    36,421
    
    
    
    32,771Net interest income
    
    
    26,387
    
    
    
    24,130
    
    
    
    25,809
    
    
    
    28,456
    
    
    
    29,918Provision for losses on loans
    
    
    18,460
    
    
    
    21,792
    
    
    
    14,793
    
    
    
    1,495
    
    
    
    1,440Net interest income after provision for losses on loans
    
    
    7,927
    
    
    
    2,338
    
    
    
    11,016
    
    
    
    26,961
    
    
    
    28,478Other income
    
    
    7,364
    
    
    
    8,261
    
    
    
    3,708
    
    
    
    6,588
    
    
    
    5,033General, administrative and other expense
    
    
    29,332
    
    
    
    28,113
    
    
    
    28,481
    
    
    
    26,985
    
    
    
    24,910Goodwill Impairment
    
    
    
    
    
    
    
    
    
    
    6,683
    
    
    
    
    
    
    
    Earnings (loss) before federal income taxes (credits)
    
    
    (14,041
    )
    
    
    (17,514
    )
    
    
    (20,440
    )
    
    
    6,266
    
    
    
    8,601Federal income taxes (credits)
    
    
    518
    
    
    
    (6,297
    )
    
    
    (5,116
    )
    
    
    1,765
    
    
    
    2,727Net earnings (loss)
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )
    
    $
    4,501
    
    
    $
    5,874Earnings (loss) per share:Basic
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )
    
    $
    .61
    
    
    $
    .78Diluted (2)
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )
    
    $
    .61
    
    
    $
    .78Dividends declared per share
    
    $
    0.0000
    
    
    $
    0.0200
    
    
    $
    0.2625
    
    
    $
    0.6000
    
    
    $
    0.6000Return on average assets (3)
    
    
    (1.72
    )%
    
    
    (1.20
    )%
    
    
    (1.50
    )%
    
    
    0.43
    %
    
    
    0.55
    %Return on average equity (3)
    
    
    (26.39
    )%
    
    
    (15.73
    )
    
    
    (17.93
    )
    
    
    4.98
    
    
    
    6.46Average equity to average assets (3)
    
    
    8.29
    
    
    
    7.63
    
    
    
    8.34
    
    
    
    8.67
    
    
    
    8.58Dividend payout ratio (4)
    
    
    N/A
    (5)
    
    
    N/A
    (5)
    
    
    N/A
    (5)
    
    
    98.36
    
    
    
    76.92
 (1)
    
    Includes loans held for sale.(2)
    
    Represents a pro-forma presentation based upon net earnings from operations divided
by weighted-average basic and diluted shares outstanding.(3)
    
    Ratios are based upon the mathematical average of the balances at the end of each
month.(4)
    
    Represents dividends per share divided by basic earnings per share.(5)
    
    Not meaningful.
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 General
   27




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Overview
         28




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##### Table of Contents



Forward-Looking Statements
  
    
    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;
 
    
    levels of non-performing assets;
 
    
    changes in general interest rates;
 
    
    loan demand;
 
    
    rapid changes in technology affecting the financial services industry;
 
    
    real estate values;
 
    
    changes in government regulation; and
 
    
    general economic and business conditions.
   29




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##### Table of Contents



Critical Accounting Policies
   Summary
 Allowance for Loan Losses
      30




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##### Table of Contents



Mortgage Servicing Rights
    Deferred Income Taxes
  Discussion of Financial Condition Changes from December 31, 2010 to December 31, 2009
   31




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##### Table of Contents



Accruing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AccruingLoans 90
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loans 90Loans 30-
    
    
    Loans 60-
    
    
    
    
    
    
    or More
    
    
    Loans 30-
    
    
    Loans 60-
    
    
    
    
    
    
    or More59 Days
    
    
    89 Days
    
    
    Non

    
    

    Days Past
    
    
    59 Days
    
    
    89 Days
    
    
    Non
    
    
    Days PastPast Due
    
    
    Past Due
    
    
    Accrual
    
    
    Due
    
    
    Past Due
    
    
    Past Due
    
    
    Accrual
    
    
    Due(in thousands)
    
    2010
    
    
    2009Construction
    
    $
    75
    
    
    $
    
    
    
    $
    1,791
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,244
    
    
    $
    305Land, Farmland, Ag
Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    476
    
    
    
    
    
    
    
    3,139
    
    
    
    333Residential
    
    
    5,701
    
    
    
    1,794
    
    
    
    21,498
    
    
    
    
    
    
    
    5,610
    
    
    
    453
    
    
    
    21,604
    
    
    
    Commercial
    
    
    
    
    
    
    2,766
    
    
    
    7,717
    
    
    
    
    
    
    
    2,495
    
    
    
    198
    
    
    
    4,152
    
    
    
    2,853Consumer
    
    
    36
    
    
    
    3
    
    
    
    39
    
    
    
    
    
    
    
    22
    
    
    
    55
    
    
    
    148
    
    
    
    Commercial and
industrial
    
    
    85
    
    
    
    
    
    
    
    706
    
    
    
    
    
    
    
    14
    
    
    
    103
    
    
    
    515
    
    
    
    110Multi Family
    
    
    85
    
    
    
    
    
    
    
    2,028
    
    
    
    
    
    
    
    79
    
    
    
    808
    
    
    
    2,046
    
    
    
    Total
    
    $
    5,982
    
    
    $
    4,563
    
    
    $
    33,779
    
    
    $
    
    
    
    $
    8,696
    
    
    $
    1,617
    
    
    $
    32,848
    
    
    $
    3,601
  32




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##### Table of Contents



December 31, 2010
    
    
    December 31, 2009
    
    
    Change(In thousands)Balance
    
    
    Rate
    
    
    Balance
    
    
    Rate
    
    
    Balance
    
    
    RateNoninterest-bearing demand
    
    $
    46,597
    
    
    
    0.00
    %
    
    $
    38,911
    
    
    
    0.00
    %
    
    $
    7,691
    
    
    
    0.00
    %Interest-bearing demand
    
    
    65,679
    
    
    
    0.30
    
    
    
    70,564
    
    
    
    0.43
    
    
    
    (4,885
    )
    
    
    (0.13
    )Money market
    
    
    96,294
    
    
    
    0.69
    
    
    
    96,172
    
    
    
    0.68
    
    
    
    122
    
    
    
    (0.01
    )Savings
    
    
    38,665
    
    
    
    0.25
    
    
    
    36,638
    
    
    
    0.25
    
    
    
    2,027
    
    
    
    0.00Certificates of deposit  retail
    
    
    392,098
    
    
    
    1.93
    
    
    
    385,622
    
    
    
    2.70
    
    
    
    6,476
    
    
    
    (0.77
    )Certificates of deposit  brokered
    
    
    12,483
    
    
    
    3.60
    
    
    
    31,995
    
    
    
    3.19
    
    
    
    (19,512
    )
    
    
    0.41Total deposits
    
    $
    651,816
    
    
    
    1.38
    %
    
    $
    659,902
    
    
    
    1.89
    %
    
    $
    (8,081
    )
    
    
    (0.51
    )
   33




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##### Table of Contents



See
  Comparison of Results of Operations for the Years Ended December 31, 2010 and December 31, 2009
 General.
 Net Interest Income.
    34




---



##### Table of Contents



Provision for Losses on Loans.
    35




---



##### Table of Contents



Other Income.
   General, Administrative and Other Expense.
       Federal Income Taxes.
  36




---



##### Table of Contents



Comparison of Results of Operations for the Years Ended December 31, 2009 and December 31,
2008
 General.
 Net Interest Income.
   Provision for Losses on Loans.
  37




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##### Table of Contents



Other Income.
   General, Administrative and Other Expense.
  Federal Income Taxes.
  38




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##### Table of Contents



AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA
  Year ended December 31,2010
    
    
    2009
    
    
    2008Average
    
    
    Interest
    
    
    Avg
    
    
    Average
    
    
    Interest
    
    
    Avg
    
    
    Average
    
    
    Interest
    
    
    Averageoutstanding
    
    
    earned
    
    
    yield/
    
    
    outstanding
    
    
    earned
    
    
    yield/
    
    
    outstanding
    
    
    earned /
    
    
    yield/balance
    
    
    / paid
    
    
    rate
    
    
    balance
    
    
    / paid
    
    
    rate
    
    
    balance
    
    
    paid
    
    
    Rate(Dollars in thousands)Interest-earning assets:Loans receivable (1)
    
    $
    657,296
    
    
    $
    37,602
    
    
    
    5.72
    %
    
    $
    667,746
    
    
    $
    40,231
    
    
    
    6.02
    %
    
    $
    767,202
    
    
    $
    50,446
    
    
    
    6.58
    %Securities (2)
    
    
    44,426
    
    
    
    1,906
    
    
    
    4.29
    %
    
    
    76,886
    
    
    
    3,085
    
    
    
    4.01
    %
    
    
    98,212
    
    
    
    4,369
    
    
    
    4.45
    %FHLB Stock
    
    
    29,888
    
    
    
    1,307
    
    
    
    4.37
    %
    
    
    29,888
    
    
    
    1,381
    
    
    
    4.62
    %
    
    
    29,345
    
    
    
    1,536
    
    
    
    5.23
    %Interest-bearing deposits and other
    
    
    23,311
    
    
    
    6
    
    
    
    0.03
    %
    
    
    55,074
    
    
    
    27
    
    
    
    0.05
    %
    
    
    35,610
    
    
    
    432
    
    
    
    1.21
    %Total interest-earning assets
    
    
    754,921
    
    
    
    40,821
    
    
    
    5.41
    %
    
    
    829,594
    
    
    
    44,724
    
    
    
    5.39
    %
    
    
    930,369
    
    
    
    56,783
    
    
    
    6.10
    %Noninterest-earning assets (3)
    
    
    89,823
    
    
    
    
    
    
    
    
    
    
    
    105,626
    
    
    
    
    
    
    
    
    
    
    
    94,220Total Average Assets
    
    $
    844,744
    
    
    
    
    
    
    
    
    
    
    $
    935,220
    
    
    
    
    
    
    
    
    
    
    $
    1,024,597Interest-bearing liabilities:Deposits
    
    $
    608,933
    
    
    $
    10,575
    
    
    
    1.74
    %
    
    $
    661,806
    
    
    $
    15,349
    
    
    
    2.32
    %
    
    $
    686,116
    
    
    $
    22,728
    
    
    
    3.31
    %FHLB advances and other
    
    
    123,899
    
    
    
    3,859
    
    
    
    3.11
    %
    
    
    148,223
    
    
    
    5,245
    
    
    
    3.54
    %
    
    
    194,458
    
    
    
    8,246
    
    
    
    4.24
    %Total interest-bearing liabilities
    
    
    732,832
    
    
    
    14,434
    
    
    
    1.97
    %
    
    
    810,029
    
    
    
    20,594
    
    
    
    2.54
    %
    
    
    880,574
    
    
    
    30,974
    
    
    
    3.52
    %Noninterest-bearing deposits
    
    
    43,658
    
    
    
    
    
    
    
    
    
    
    
    37,256
    
    
    
    
    
    
    
    
    
    
    
    37,918Noninterest-bearing liabilities
    
    
    13,084
    
    
    
    
    
    
    
    
    
    
    
    16,606
    
    
    
    
    
    
    
    
    
    
    
    20,619Total Average Liabilities
    
    
    789,574
    
    
    
    
    
    
    
    
    
    
    
    863,891
    
    
    
    
    
    
    
    
    
    
    
    939,111Total Average Shareholders equity
    
    
    55,170
    
    
    
    
    
    
    
    
    
    
    
    71,329
    
    
    
    
    
    
    
    
    
    
    
    85,486Net interest income/Interest rate spread
    
    $
    844,744
    
    
    $
    26,387
    
    
    
    3.44
    %
    
    $
    935,220
    
    
    $
    24,130
    
    
    
    2.85
    %
    
    $
    1,024,597
    
    
    $
    25,809
    
    
    
    2.58
    %Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.50
    %
    
    
    
    
    
    
    
    
    
    
    2.91
    %
    
    
    
    
    
    
    
    
    
    
    2.77
    %Average interest-earning assets to average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    103.01
    %
    
    
    
    
    
    
    
    
    
    
    105.42
    %
    
    
    
    
    
    
    
    
    
    
    105.65
    %
 (1)
    
    Includes loans held for sale. Loan fees are immaterial.(2)
    
    Includes securities designated as available for sale and held to maturity(3)
    
    Includes nonaccrual loans, mortgage servicing rights and allowance for
loan losses(4)
    
    Net interest income as a percent of average interest-earning assets  39




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##### Table of Contents



Rate/Volume Table
  2010
    
    
    2009Increase/(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)
    
    $
    (622
    )
    
    $
    (2,007
    )
    
    $
    (2,629
    )
    
    $
    (6,207
    )
    
    $
    (4,008
    )
    
    $
    (10,215
    )Securities
    
    
    (1,410
    )
    
    
    231
    
    
    
    (1,179
    )
    
    
    (885
    )
    
    
    (399
    )
    
    
    (1,284
    )Interest-bearing deposits and other
    
    
    (12
    )
    
    
    (83
    )
    
    
    (95
    )
    
    
    565
    
    
    
    (1,125
    )
    
    
    (560
    )Total interest income
    
    
    (2,044
    )
    
    
    (1,859
    )
    
    
    (3,903
    )
    
    
    (6,527
    )
    
    
    (5,532
    )
    
    
    (12,059
    )Interest expense attributable to:Deposits
    
    
    (1,152
    )
    
    
    (3,622
    )
    
    
    (4,774
    )
    
    
    (780
    )
    
    
    (6,599
    )
    
    
    (7,379
    )Borrowings
    
    
    (801
    )
    
    
    (585
    )
    
    
    (1,386
    )
    
    
    (1,769
    )
    
    
    (1,232
    )
    
    
    (3,001
    )Total Interest expense
    
    
    (1,953
    )
    
    
    (4,207
    )
    
    
    (6,160
    )
    
    
    (2,549
    )
    
    
    (7,831
    )
    
    
    (10,380
    )Increase (decrease) in net interest income
    
    $
    (91
    )
    
    $
    2,348
    
    
    $
    2,257
    
    
    $
    (3,978
    )
    
    $
    2,299
    
    
    $
    (1,679
    )
 
 (1)
    
    Includes loans held for sale. Yields Earned and Rates Paid
  At December 31,2010
    
    
    2009Weighted-average yield on:Loan portfolio (1)
    
    
    5.62
    %
    
    
    5.88
    %Investment portfolio (2)
    
    
    4.59
    
    
    
    4.34Total interest-earning assets
    
    
    5.53
    
    
    
    5.71Weighted-average rate paid on:Deposits
    
    
    1.38
    
    
    
    1.89FHLB advances
    
    
    3.17
    
    
    
    3.61Total interest-bearing liabilities
    
    
    1.60
    
    
    
    2.11Interest rate spread
    
    
    3.93.
    %
    
    
    3.60
    %
 
 (1)
    
    Excludes loans held for sale and the allowance for loan losses.(2)
    
    Includes earnings on FHLB stock and investment securities. Taxable
equivalent yield used.  40




---



##### Table of Contents



Liquidity and Capital Resources
       41




---



##### Table of Contents



42




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##### Table of Contents



Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    Morethan 1
    
    
    1-3
    
    
    3-5
    
    
    than 5year
    
    
    years
    
    
    years
    
    
    years
    
    
    Total(In thousands)Contractual obligations:Operating lease obligations
    
    $
    360
    
    
    $
    495
    
    
    $
    438
    
    
    $
    28
    
    
    $
    1,321Advances from the Federal Home Loan Bank
    
    
    12,000
    
    
    
    49,044
    
    
    
    25,553
    
    
    
    6,337
    
    
    
    92,934Repurchase agreements
    
    
    6,530
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,530Certificates of deposit
    
    
    195,864
    
    
    
    156,106
    
    
    
    52,435
    
    
    
    
    
    
    
    404,405Subordinated debentures(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,000Ohio Equity Funds for Affordable Housing
    
    
    779
    
    
    
    204
    
    
    
    290
    
    
    
    137
    
    
    
    1,410Amount of commitments per periodCommitments to originate loans:Revolving, open-end lines
    
    
    45,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,0691-4 family residential construction
    
    
    13,309
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,309Commercial real estate, other construction loan and land development loans
    
    
    14,159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,159Commercial real estate, construction, and land development loans not secured by real estate
    
    
    9,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,595Other unused commitments
    
    
    9,151
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,151Stand-by letters of credit
    
    
    397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    397Total contractual obligations
    
    $
    307,213
    
    
    $
    205,849
    
    
    $
    78,716
    
    
    $
    11,502
    
    
    $
    603,280
 (1)
    
    The subordinated debentures are redeemable at par, at Camcos option, commencing September 15, 2012. The debentures mature on September 15, 2037.   Off-Balance Sheet Arrangements
   43




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 Managements Report on Internal
Control over Financial Reporting
    Report of Independent Registered Public Accounting Firm
 
      
  44




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
 2010
    
    
    2009ASSETSCash and due from banks
    
    $
    13,143
    
    
    $
    20,490Interest-bearing deposits in other financial institutions
    
    
    15,971
    
    
    
    17,663Cash and cash equivalents
    
    
    29,114
    
    
    
    38,153Securities available-for-sale, at market
    
    
    30,768
    
    
    
    55,950Securities held-to-maturity, at cost
    
    
    3,948
    
    
    
    2,113Loans held for sale  at lower of cost or market
    
    
    2,208
    
    
    
    475Loans receivable  net
    
    
    667,840
    
    
    
    659,022Office premises and equipment  net
    
    
    9,928
    
    
    
    10,870Real estate acquired through foreclosure
    
    
    10,096
    
    
    
    9,660Federal Home Loan Bank stock  at cost
    
    
    29,888
    
    
    
    29,888Accrued interest receivable
    
    
    3,521
    
    
    
    3,979Mortgage servicing rights  at lower of cost or market
    
    
    3,841
    
    
    
    4,433Prepaid expenses and other assets
    
    
    4,426
    
    
    
    5,712Cash surrender value of life insurance
    
    
    19,388
    
    
    
    18,838Prepaid and refundable federal income taxes
    
    
    
    
    
    
    3,562Total assets
    
    $
    814,966
    
    
    $
    842,655LIABILITIES AND STOCKHOLDERS EQUITYDeposits
    
    $
    651,816
    
    
    $
    659,902Other borrowings
    
    
    11,530
    
    
    
    11,941Advances from the Federal Home Loan Bank
    
    
    92,934
    
    
    
    97,291Advances by borrowers for taxes and insurance
    
    
    2,413
    
    
    
    1,909Accounts payable and accrued liabilities
    
    
    10,170
    
    
    
    11,098Total liabilities
    
    
    768,863
    
    
    
    782,141Commitments
    
    
    
    
    
    
    Stockholders equityPreferred stock  $1 par value; authorized 100,000 shares; no shares outstanding
    
    
    
    
    
    
    Common stock  $1 par value; authorized 14,900,000 shares; 8,884,508 shares issued at December 31, 2010 and 2009
    
    $
    8,885
    
    
    $
    8,885Additional paid-in capital
    
    
    60,260
    
    
    
    60,124Retained earnings
    
    
    136
    
    
    
    14,695Accumulated other comprehensive income
    
    
    1,030
    
    
    
    1,049Unearned compensation
    
    
    (94
    )
    
    
    (125
    )Treasury stock - 1,678,913 shares at December 31, 2010 and 2009, at cost
    
    
    (24,114
    )
    
    
    (24,114
    )Total stockholders equity
    
    
    46,103
    
    
    
    60,514Total liabilities and stockholders equity
    
    $
    814,966
    
    
    $
    842,655
  45




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 2010
    
    
    2009
    
    
    2008Interest and dividend incomeLoans
    
    $
    37,602
    
    
    $
    40,231
    
    
    $
    50,446Investment securities
    
    
    1,906
    
    
    
    3,085
    
    
    
    4,369Other interest-bearing accounts
    
    
    1,313
    
    
    
    1,408
    
    
    
    1,968Total interest income
    
    
    40,821
    
    
    
    44,724
    
    
    
    56,783Interest expenseDeposits
    
    
    10,575
    
    
    
    15,349
    
    
    
    22,728Borrowings
    
    
    3,859
    
    
    
    5,245
    
    
    
    8,246Total interest expense
    
    
    14,434
    
    
    
    20,594
    
    
    
    30,974Net interest income
    
    
    26,387
    
    
    
    24,130
    
    
    
    25,809Provision for losses on loans
    
    
    18,460
    
    
    
    21,792
    
    
    
    14,793Net interest income after provision for losses on loans
    
    
    7,927
    
    
    
    2,338
    
    
    
    11,016Other incomeRent and other
    
    
    702
    
    
    
    970
    
    
    
    792Title fees
    
    
    950
    
    
    
    723
    
    
    
    479Loan servicing fees
    
    
    1,269
    
    
    
    1,264
    
    
    
    1,308Gain on sale of loans
    
    
    1,882
    
    
    
    1,271
    
    
    
    364Mortgage servicing rights  net
    
    
    (593
    )
    
    
    703
    
    
    
    (2,625
    )Service charges and other fees on deposits
    
    
    2,276
    
    
    
    2,277
    
    
    
    2,387Gain on sale of investment securities
    
    
    
    
    
    
    
    
    
    
    2Gain on sale of premises and equipment
    
    
    1
    
    
    
    127
    
    
    
    1Income on cash surrender value life insurance
    
    
    877
    
    
    
    926
    
    
    
    1,000Total other income
    
    
    7,364
    
    
    
    8,261
    
    
    
    3,708General, administrative and other expenseEmployee compensation and benefits
    
    
    12,935
    
    
    
    12,453
    
    
    
    13,279Occupancy and equipment
    
    
    3,003
    
    
    
    3,247
    
    
    
    3,374Federal deposit insurance premiums
    
    
    2,121
    
    
    
    2,471
    
    
    
    406Data processing
    
    
    1,127
    
    
    
    1,190
    
    
    
    1,152Advertising
    
    
    358
    
    
    
    525
    
    
    
    938Franchise taxes
    
    
    928
    
    
    
    1,018
    
    
    
    1,202Postage, supplies and office expenses
    
    
    1,129
    
    
    
    1,394
    
    
    
    1,341Travel, training and insurance
    
    
    399
    
    
    
    315
    
    
    
    404Professional services
    
    
    1,981
    
    
    
    1,692
    
    
    
    1,355Transaction processing
    
    
    740
    
    
    
    895
    
    
    
    1,009Real estate owned and other expenses
    
    
    3,077
    
    
    
    2,312
    
    
    
    2,074Loan expenses
    
    
    1,534
    
    
    
    597
    
    
    
    1,319Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    6,683Merger expenses
    
    
    
    
    
    
    4
    
    
    
    628Total general, administrative and other expense
    
    
    29,332
    
    
    
    28,113
    
    
    
    35,164Loss before federal income taxes
    
    
    (14,041
    )
    
    
    (17,514
    )
    
    
    (20,440
    )Federal income taxes
    
    
    518
    
    
    
    (6,297
    )
    
    
    (5,116
    )NET LOSS
    
    
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )LOSS PER SHAREBasic
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )Diluted
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )
  46




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 
 2010
    
    
    2009
    
    
    2008Net loss
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )Other comprehensive income net of tax effects:Unrealized holding gains (losses) on securities during the year,
net of taxes of $(10), $11 and $536 in 2010, 2009
and 2008, respectively
    
    
    (19
    )
    
    
    21
    
    
    
    1,040Reclassification adjustment for realized gains included in operations,
net of taxes of $0, $0 and $1 for the years ended December 31,
2010, 2009 and 2008, respectively
    
    
    
    
    
    
    
    
    
    
    (1
    )Comprehensive loss
    
    $
    (14,578
    )
    
    $
    (11,196
    )
    
    $
    (14,285
    )
  47




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 
 AccumulatedAdditional
    
    
    
    
    
    
    other
    
    
    
    
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    paid-in
    
    
    Retained
    
    
    comprehensive
    
    
    Unearned
    
    
    Treasury
    
    
    stockholdersoutstanding
    
    
    stock
    
    
    capital
    
    
    earnings
    
    
    income (loss)
    
    
    compensation
    
    
    stock
    
    
    equityBalance at January 1, 2008
    
    
    7,155,595
    
    
    $
    8,835
    
    
    $
    59,842
    
    
    $
    44,083
    
    
    $
    (12
    )
    
    $
    
    
    
    $
    (24,114
    )
    
    $
    88,634Cash dividends declared  $0.02625 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,872
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,872
    )Stock Option Expense
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54Net loss for the year ended December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,324
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,324
    )Change in accounting  split dollar life insurance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (832
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (832
    )Unrealized gains on 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
    )
    
    $
    71,700Cash dividends declared  $0.02 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143
    )Stock Option Expense
    
    
    
    
    
    
    
    
    
    
    153
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153Net loss for the year ended December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,217
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,217
    )Restricted shares granted
    
    
    50,000
    
    
    
    50
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    (125
    )
    
    
    
    
    
    
    Unrealized gains of securities designated as
available for sale, net of related tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    21Balance at December 31, 2009
    
    
    7,205,595
    
    
    $
    8,885
    
    
    $
    60,124
    
    
    $
    14,695
    
    
    $
    1,049
    
    
    $
    (125
    )
    
    $
    (24,114
    )
    
    $
    60,514Stock Option Expense
    
    
    
    
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136Net loss for the year ended December 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,559
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,559
    )Restricted shares expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    31Unrealized losses of securities designated as
available for sale, net of related tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19
    )
    
    
    
    
    
    
    
    
    
    
    (19
    )Balance at December 31, 2010
    
    
    7,205,595
    
    
    $
    8,885
    
    
    $
    60,260
    
    
    $
    136
    
    
    $
    1,030
    
    
    $
    (94
    )
    
    $
    (24,114
    )
    
    $
    46,103
  48




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net loss for the year
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Amortization of premiums and discounts on investment and
mortgage-backed securities  net
    
    
    13
    
    
    
    (20
    )
    
    
    58Amortization of mortgage servicing rights  net
    
    
    592
    
    
    
    360
    
    
    
    3,229Depreciation and amortization
    
    
    1,304
    
    
    
    1,413
    
    
    
    1,352Stock option, restricted stock expenses
    
    
    167
    
    
    
    153
    
    
    
    54Deferred federal income taxes
    
    
    817
    
    
    
    (2,373
    )
    
    
    (4,403
    )Provision for losses on loans
    
    
    18,460
    
    
    
    21,792
    
    
    
    14,793Amortization of deferred loan origination fees
    
    
    52
    
    
    
    468
    
    
    
    343Loss and provision on real estate acquired through foreclosure
    
    
    1,689
    
    
    
    1,069
    
    
    
    1,364Gain on sale of investment securities
    
    
    
    
    
    
    
    
    
    
    (2
    )Gain on sale of premises and equipment, net
    
    
    (1
    )
    
    
    (127
    )
    
    
    (1
    )Federal Home Loan Bank stock dividends
    
    
    
    
    
    
    
    
    
    
    (1,166
    )Net increase in cash surrender value of life insurance
    
    
    (710
    )
    
    
    (766
    )
    
    
    (825
    )Gain on sale of loans
    
    
    (1,882
    )
    
    
    (1,271
    )
    
    
    (364
    )Loans originated for sale in the secondary market
    
    
    (90,430
    )
    
    
    (106,771
    )
    
    
    (44,346
    )Proceeds from sale of mortgage loans in the secondary market
    
    
    90,579
    
    
    
    109,752
    
    
    
    45,694Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    6,683Increase (decrease) in cash, due to changes in:Accrued interest receivable
    
    
    458
    
    
    
    139
    
    
    
    3,988Prepaid expenses and other assets
    
    
    4,041
    
    
    
    3,315
    
    
    
    (1,388
    )Accounts payable and other liabilities
    
    
    (928
    )
    
    
    (5,731
    )
    
    
    29Net cash provided by operating activities
    
    
    9,662
    
    
    
    10,185
    
    
    
    9,768Cash flows provided by (used in) investing activities:Proceeds from sale of investment securities designated as available for sale
    
    
    
    
    
    
    
    
    
    
    4,254Purchase of securities designated as available for sale
    
    
    
    
    
    
    (27,019
    )
    
    
    (50,175
    )Purchase of securities designated as held to maturity
    
    
    (2,159
    )
    
    
    
    
    
    
    (24,104
    )Principal repayments and maturities of investment-securities held to maturity
    
    
    318
    
    
    
    11,333
    
    
    
    13,513Principal repayments and maturities of investment securities available for sale
    
    
    25,146
    
    
    
    56,432
    
    
    
    50,962Net (increase)decrease in loans
    
    
    (33,321
    )
    
    
    66,086
    
    
    
    31,100Purchase of premises and equipment
    
    
    (374
    )
    
    
    (476
    )
    
    
    (366
    )Proceeds from sale of office premises and equipment
    
    
    13
    
    
    
    189
    
    
    
    2Proceeds from sale of real estate acquired through foreclosure
    
    
    3,866
    
    
    
    4,025
    
    
    
    3,825Proceeds from surrender of life insurance
    
    
    160
    
    
    
    4,460
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (6,351
    )
    
    
    115,030
    
    
    
    29,011Net cash provided by operating and investing
activities (balance carried forward)
    
    $
    3,311
    
    
    $
    125,215
    
    
    $
    38,779
  49




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
 2010
    
    
    2009
    
    
    2008Net cash provided by operating and investing
activities (balance brought forward)
    
    $
    3,311
    
    
    $
    125,215
    
    
    $
    38,779Cash flows provided by financing activities:Net increase (decrease) in deposits
    
    
    (8,086
    )
    
    
    (64,054
    )
    
    
    31,772Proceeds from Federal Home Loan Bank advances
    
    
    84,000
    
    
    
    44,000
    
    
    
    79,600Repayment of Federal Home Loan Bank advances
    
    
    (88,357
    )
    
    
    (113,815
    )
    
    
    (111,558
    )Net change in repurchase agreements and other borrowings
    
    
    (411
    )
    
    
    (4,786
    )
    
    
    (5,190
    )Dividends paid on common stock
    
    
    
    
    
    
    (143
    )
    
    
    (2,953
    )Net increase (decrease) in advances by borrowers for taxes and insurance
    
    
    504
    
    
    
    (549
    )
    
    
    (1,169
    )Net cash used in financing activities
    
    
    (12,350
    )
    
    
    (139,347
    )
    
    
    (9,498
    )Net increase (decrease) in cash and cash equivalents
    
    
    (9,039
    )
    
    
    (14,132
    )
    
    
    29,281Cash and cash equivalents at beginning of year
    
    
    38,153
    
    
    
    52,285
    
    
    
    23,004Cash and cash equivalents at end of year
    
    $
    29,114
    
    
    $
    38,153
    
    
    $
    52,285Supplemental disclosure of cash flow information:Cash paid during the year for:Interest on deposits and borrowings
    
    $
    14,457
    
    
    $
    20,726
    
    
    $
    30,396Cash paid for income taxes
    
    $
    
    
    
    $
    144
    
    
    $
    250Transfers from loans to real estate acquired through foreclosure
    
    $
    5,991
    
    
    $
    9,631
    
    
    $
    6,574
  50




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##### 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
  3. Federal Home Loan Bank Stock
   51




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 4. Loans Receivable
    5. Loan Origination and Commitment Fees
  6. Allowance for Loan Losses
     52




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEA  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 7. Real Estate Acquired Through Foreclosure
  8. Office Premises and Equipment
  9. Mortgage Servicing Rights
      53




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEA  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9. Mortgage Servicing Rights (continued)
     10. Goodwill
    54




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEA  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 11. Federal Income Taxes
      55




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEA  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12. Earnings (Loss) Per Share
  For the years ended
(in thousands, except per share information)
    
    2010
    
    
    2009
    
    
    2008BASIC:Net loss
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )Weighted average common shares outstanding
    
    
    7,206
    
    
    
    7,202
    
    
    
    7,156Loss per share  Basic
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )DILUTED:Net loss
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )Weighted average common shares outstanding
    
    
    7,206
    
    
    
    7,202
    
    
    
    7,156Dilutive effect of stock options
    
    
    0
    
    
    
    0
    
    
    
    0Total common shares and dilutive potential common shares
    
    
    7,206
    
    
    
    7,202
    
    
    
    7,156Diluted loss per share
    
    $
    (2.02
    )
    
    $
    (1.56
    )
    
    $
    (2.14
    )
  13. Cash and Cash Equivalents
  14. Advertising
   56




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEA  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 15. New Accounting Pronouncements
 Receivables (Topic 310), Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses
 Deferral of the Effective Date of Disclosures about Troubled Debt
Restructurings in Update No. 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses
 16. Reclassifications
   57




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE B 
    
    INVESTMENT SECURITIES
  2010Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Available for sale:U.S. Government sponsored enterprises
    
    $
    2,010
    
    
    $
    55
    
    
    $
    
    
    
    $
    2,065Corporate equity securities
    
    
    157
    
    
    
    
    
    
    
    59
    
    
    
    98Mortgage-backed securities
    
    
    27,040
    
    
    
    1,565
    
    
    
    
    
    
    
    28,605Total investment securities available for sale
    
    $
    29,207
    
    
    $
    1,620
    
    
    $
    59
    
    
    $
    30,768Held to maturity:Municipal bonds
    
    $
    2,608
    
    
    $
    32
    
    
    $
    36
    
    
    $
    2,604Mortgage-backed securities
    
    
    1,340
    
    
    
    52
    
    
    
    3
    
    
    
    1,389Total investment securities held to maturity
    
    $
    3,948
    
    
    $
    84
    
    
    $
    39
    
    
    $
    3,993
 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    faircost
    
    
    gains
    
    
    losses
    
    
    value(In thousands)Available for sale:U.S. Government sponsored enterprises
    
    $
    14,514
    
    
    $
    88
    
    
    $
    38
    
    
    $
    14,564Corporate equity securities
    
    
    
    
    
    
    157
    
    
    
    69
    
    
    
    88Mortgage-backed securities
    
    
    39,690
    
    
    
    1,609
    
    
    
    1
    
    
    
    41,298Total investment securities available for sale
    
    $
    54,361
    
    
    $
    1,697
    
    
    $
    108
    
    
    $
    55,950Held to maturity:Municipal bonds
    
    $
    501
    
    
    $
    57
    
    
    $
    
    
    
    $
    558Mortgage-backed securities
    
    
    1,612
    
    
    
    36
    
    
    
    6
    
    
    
    1,642Total investment securities held to maturity
    
    $
    2,113
    
    
    $
    93
    
    
    $
    6
    
    
    $
    2,200
  58




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEB 
    
    INVESTMENT SECURITIES(continued).
  Available for Sale
    
    
    Held to MaturityEstimated
    
    
    
    
    
    
    EstimatedAmortized
    
    
    fair
    
    
    Amortized
    
    
    faircost
    
    
    value
    
    
    cost
    
    
    value(In thousands)Due in one year or less
    
    $
    
    
    
    $
    
    
    
    $
    250
    
    
    $
    258Due after one year through five years
    
    
    2,010
    
    
    
    2,065
    
    
    
    120
    
    
    
    127Due after five years through ten years
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    83Due after ten years
    
    
    
    
    
    
    
    
    
    
    2,168
    
    
    
    2,136Subtotal
    
    
    2,010
    
    
    
    2,065
    
    
    
    2,608
    
    
    
    2,604Mortgage-backed securities
    
    
    27.040
    
    
    
    28,605
    
    
    
    1,340
    
    
    
    1,389Corporate equity securities
    
    
    157
    
    
    
    98
    
    
    
    
    
    
    
    Total
    
    $
    29,207
    
    
    $
    30,768
    
    
    $
    3,948
    
    
    $
    3,993
   59




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEB 
    
    INVESTMENT SECURITIES(continued).
  2010Less than 12 months
    
    
    More than 12 monthsFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealizedvalue
    
    
    losses
    
    
    value
    
    
    losses(In thousands)Available for sale:Corporate equity securities
    
    $
    
    
    
    $
    
    
    
    $
    98
    
    
    $
    59Held to maturity:Municipal bonds
    
    
    2,112
    
    
    
    36
    
    
    
    
    
    
    
    Mortgage-backed securities
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    3Total
    
    $
    2,112
    
    
    $
    36
    
    
    $
    109
    
    
    $
    62
 2009Less than 12 months
    
    
    More than 12 monthsFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealizedvalue
    
    
    losses
    
    
    value
    
    
    losses(In thousands)Available for sale:U.S. Government sponsored enterprises
    
    
    4,976
    
    
    
    38
    
    
    
    
    
    
    
    Corporate equity securities
    
    $
    43
    
    
    $
    55
    
    
    $
    45
    
    
    $
    14Mortgage-backed securities
    
    
    45
    
    
    
    1
    
    
    
    
    
    
    
    Held to maturity:Mortgage-backed securities
    
    
    25
    
    
    
    1
    
    
    
    522
    
    
    
    5Total
    
    $
    5,089
    
    
    $
    95
    
    
    $
    567
    
    
    $
    19
    60




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEC 
    
    LOANS RECEIVABLE
  2010
    
    
    2009(In thousands)Construction
    
    $
    26,530
    
    
    $
    5,798Land, Farmland, Agriculture
    
    
    12,454
    
    
    
    23,867Residential
    
    
    375,583
    
    
    
    434,367Commercial / Non-residential
    
    
    163,951
    
    
    
    135,371Consumer
    
    
    3,828
    
    
    
    4,068Commercial and industrial
    
    
    28,943
    
    
    
    25,668Multi Family
    
    
    74,342
    
    
    
    46,138Total
    
    
    685,631
    
    
    
    675,277Less:Unamortized yield adjustments
    
    
    (921
    )
    
    
    (156
    )Allowance for loan losses
    
    
    (16,870
    )
    
    
    (16,099
    )Loans receivable  net
    
    $
    667,840
    
    
    $
    659,022
  NOTED 
    
    ALLOWANCE FOR LOAN LOSSES
   61




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
     Commercial &Multi-
    
    
    Land, Farm
    
    
    
    
    
    
    Non-(in
thousands)
    
    Construction
    
    
    Consumer
    
    
    Family
    
    
    & Ag Loans
    
    
    Residential
    
    
    Residential
    
    
    C&I
    
    
    TotalAllowance for credit losses:Beginning balance December 31, 2009
    
    $
    338
    
    
    $
    98
    
    
    $
    731
    
    
    $
    628
    
    
    $
    10,519
    
    
    $
    3,148
    
    
    $
    637
    
    
    $
    16,099Charge-offs
    
    
    (482
    )
    
    
    (28
    )
    
    
    (1,535
    )
    
    
    (2,283
    )
    
    
    (7,530
    )
    
    
    (3,688
    )
    
    
    (3,399
    )
    
    
    (18,945
    )Recoveries
    
    
    39
    
    
    
    9
    
    
    
    103
    
    
    
    247
    
    
    
    490
    
    
    
    157
    
    
    
    211
    
    
    
    1,256Provision
    
    
    271
    
    
    
    167
    
    
    
    3,561
    
    
    
    2,257
    
    
    
    4,571
    
    
    
    4,021
    
    
    
    3,612
    
    
    
    18,460Ending balance December 31, 2010
    
    $
    166
    
    
    $
    246
    
    
    $
    2,860
    
    
    $
    849
    
    
    $
    8,050
    
    
    $
    3,638
    
    
    $
    1,061
    
    
    $
    16,870Ending balanceIndividually evaluated for impairment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    256
    
    
    $
    1,171
    
    
    $
    170
    
    
    $
    1,597Collectively evaluated for impairment
    
    $
    166
    
    
    $
    246
    
    
    $
    2,860
    
    
    $
    849
    
    
    $
    7,794
    
    
    $
    2,467
    
    
    $
    891
    
    
    $
    15,273Portfolio balances:Collectively evaluated for impairment
    
    $
    26,530
    
    
    $
    3,828
    
    
    $
    71,162
    
    
    $
    10,905
    
    
    $
    369,755
    
    
    $
    155,326
    
    
    $
    27,607
    
    
    $
    665,113Individually evaluated for impairmentWith no related allowance
    
    
    
    
    
    
    
    
    
    
    3,180
    
    
    
    1,549
    
    
    
    3,122
    
    
    
    4,122
    
    
    
    706
    
    
    
    12,679With related allowance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,706
    
    
    
    4,503
    
    
    
    630
    
    
    
    7,839Ending balance
    
    $
    26,530
    
    
    $
    3,828
    
    
    $
    74,342
    
    
    $
    12,454
    
    
    $
    375,583
    
    
    $
    163,951
    
    
    $
    28,943
    
    
    $
    685,631
  (in thousands)
    
    2009
    
    
    2008Balance at beginning of year
    
    $
    15,747
    
    
    $
    6,623Provision for losses on loans
    
    
    21,792
    
    
    
    14,793Charge-offs of loans
    
    
    (22,546
    )
    
    
    (6,567
    )Recoveries
    
    
    1,106
    
    
    
    898Balance at end of year
    
    $
    16,099
    
    
    $
    15,747
  62




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
   (in thousands)Construction
    
    $
    1,791Land, Farmland, Agriculture
    
    
    Residential / prime
    
    
    6,776Residential / subprime
    
    
    14,722Commercial / Non-residential
    
    
    7,717Consumer
    
    
    39Commercial and industrial
    
    
    706Multi Family
    
    
    2,028Total
    
    $
    33,779
   Loans 60- 89 or
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AccruingLoans 30-
    
    
    More
    
    
    Loans 90+
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loans 9059 Days
    
    
    Days Past
    
    
    Days Past
    
    
    Total Past
    
    
    
    
    
    
    Total
    
    
    Days Past(in thousands)
    
    Past Due
    
    
    Due
    
    
    Due
    
    
    Due
    
    
    Current
    
    
    Loans
    
    
    DueConstruction
    
    $
    75
    
    
    $
    
    
    
    $
    1,057
    
    
    $
    1,132
    
    
    $
    25,398
    
    
    $
    26,530
    
    
    $
    Land, Farmland, Ag Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,454
    
    
    
    12,454
    
    
    
    Residential / prime
    
    
    624
    
    
    
    343
    
    
    
    5,366
    
    
    
    6,333
    
    
    
    280,266
    
    
    
    286,599
    
    
    
    Residential / subprime
    
    
    5,077
    
    
    
    1,451
    
    
    
    11,119
    
    
    
    17,647
    
    
    
    71,337
    
    
    
    88,984
    
    
    
    Commercial
    
    
    
    
    
    
    2,766
    
    
    
    3,301
    
    
    
    6,067
    
    
    
    157,884
    
    
    
    163,951
    
    
    
    Consumer
    
    
    36
    
    
    
    3
    
    
    
    18
    
    
    
    57
    
    
    
    3,771
    
    
    
    3,828Commercial and industrial
    
    
    85
    
    
    
    
    
    
    
    706
    
    
    
    791
    
    
    
    28,152
    
    
    
    28,943
    
    
    
    Multi Family
    
    
    85
    
    
    
    
    
    
    
    1,685
    
    
    
    1,770
    
    
    
    72,572
    
    
    
    74,342
    
    
    
    Total
    
    $
    5,982
    
    
    $
    4,563
    
    
    $
    23,252
    
    
    $
    33,797
    
    
    $
    651,834
    
    
    $
    685,631
    
    
    $
    
  63




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 Impaired loans
  
    
    Based on policy, a loan is typically deemed impaired (nonperforming) once it has gone
over three payments or 90 days delinquent. Our management of the troubled credit will vary
as will the timing of valuations, loan loss provision and charge offs based on a multitude
of factors such as, cash flow of the business/borrower, responsiveness of the borrower,
communication with the commercial banker, property inspections, property deterioration, and
delinquency. Typically, a nonperforming, non-homogeneous collateral dependent loan will be
valued and adjusted (if needed) within a 90 day period after determination of impairment.
If impaired, the collateral is then evaluated and an updated appraisal is most typically
ordered. Upon receipt of an appraisal or other valuation, we complete an analysis to
determine if the impaired loan requires a specific reserve or to be charged down to
estimated net realizable value. The time frame may be as short as 30 days or as much as 180
days, when an appraisal is ordered.
 
    
    Camcos credit risk management process consistently monitors key performance metrics
across both the performing and non performing assets to identify any further degradation of
credit quality. Additionally, impaired credits are monitored in weekly loan committee asset
quality discussions, monthly Asset Classification Committee meetings and quarterly loan loss
reserve reviews. Strategy documents and exposure projections are completed on a monthly basis to
ensure that the current status of the troubled asset is clearly understood and reported.
 
    
    The Asset Classification Committee oversees the management of all impaired loans and any
subsequent loss provision or chargeoff that is considered. When a loan is deemed impaired, the
valuation is obtained to determine any existing loss that may be present as of the valuation
date. Policy dictates that any differences from fair market value, less costs to sell, are to be
recognized as loss during the current period (loan loss provision or chargeoff). Any deviations
from this policy will be identified by amount and contributing reasons for the policy departure
during our quarterly reporting process.
 
    
    Camcos policies dictate that an impaired loan subject to partial chargeoff will remain
in a nonperforming status until it is brought current. Typically, this occurs when a loan is
paid current and completes a period on on-time payments that demonstrate that the loan can
perform. Camco monitors through various system reports any loan whose terms have been modified.
These reports identify troubled debt restructures, modification, and renewals.
 
    
    When circumstances do not allow for updated collateral or Camco determines that an
appraisal is not needed, the underlying collaterals fair market value is estimated in the
following ways:
 
    
    Camco personnel property inspections combined with original appraisal
review
    
    Auditor values
    
    Broker price opinions
    
    Various on-line fair market value estimations programs (i.e. Freddie Mac,
Fannie Mae, etc).
  64




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  Unpaid
    
    
    
    
    
    
    Average
    
    
    InterestRecorded
    
    
    Principal
    
    
    Related
    
    
    Recorded
    
    
    Income2010
    
    Investment
    
    
    Balance
    
    
    Allowance
    
    
    Investment
    
    
    RecognizedWith no related allowance recorded:Construction
    
    $
    1,549
    
    
    $
    5,558
    
    
    $
    
    
    
    $
    3,389
    
    
    $
    Land, Farmland, Ag Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    3,122
    
    
    
    4,854
    
    
    
    
    
    
    
    3,866
    
    
    
    19Commercial
    
    
    4,122
    
    
    
    8,239
    
    
    
    
    
    
    
    5,765
    
    
    
    6Consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial and industrial
    
    
    706
    
    
    
    1,208
    
    
    
    
    
    
    
    1,035
    
    
    
    11Multi Family
    
    
    3,180
    
    
    
    5,166
    
    
    
    
    
    
    
    3,786
    
    
    
    3Total
    
    $
    12,679
    
    
    $
    25,025
    
    
    $
    
    
    
    $
    17,841
    
    
    $
    39With a related specific allowance
recorded:Construction
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Land, Farmland, Ag Loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Residential
    
    
    2,706
    
    
    
    3,306
    
    
    
    256
    
    
    
    3,078
    
    
    
    Commercial
    
    
    4,503
    
    
    
    4,521
    
    
    
    1,171
    
    
    
    4,589
    
    
    
    131Consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial and industrial
    
    
    630
    
    
    
    630
    
    
    
    170
    
    
    
    383
    
    
    
    Multi Family
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    7,839
    
    
    $
    8,457
    
    
    $
    1,597
    
    
    $
    8,050
    
    
    $
    131
  2009
    
    
    2008(In thousands)At December 31:Impaired loans with related allowance
    
    $
    7,509
    
    
    $
    25,012Impaired loans with no related allowance
    
    
    18,473
    
    
    
    24,370Total impaired loans
    
    $
    25,982
    
    
    $
    49,382Allowance on impaired loans
    
    $
    4,399
    
    
    $
    5,609
 2009
    
    
    2008(In thousands)For the year ended December 31:Average balance of impaired loans
    
    $
    40,544
    
    
    $
    25,936Cash basis interest income recognized on impaired loans
    
    $
    1,044
    
    
    $
    267
  
    
    Uncriticized Assets
  
    
    Special Mention Assets (Grade 5)
  
    
    Substandard Assets (Grade 6)
   65




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  
    
    The primary source of repayment is gone or severely impaired and the Bank may have to
rely upon a secondary source.
    
    Loss does not seem likely but sufficient problems have arisen to cause the Bank to go to
abnormal lengths to protect its position in order to maintain a high probability of
repayment.
    
    Obligors are unable to generate enough cash flow for debt reduction.
    
    Collateral has deteriorated.
    
    The collateral is not subject to adequate inspection and verification of value (if the
collateral is expected to be the source of repayment).
    
    Flaws in documentation leave the Bank in a subordinated or unsecured position if the
collateral is needed for the repayment of the loan.
    
    For assets secured by real estate, the appraisal does not conform to FDIC appraisal
standards or the assumptions underlying the appraisal are demonstrably incorrect.
 
    
    Doubtful Assets (Grade 7)
  
    
    Loss Assets (Grade 8)
   66




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  (Dollars in Thousands)SpecialPass
    
    
    Watch
    
    
    Mention
    
    
    Substandard
    
    
    TotalConstruction
    
    $
    12,743
    
    
    $
    10,514
    
    
    $
    329
    
    
    $
    2,944
    
    
    $
    26,530Land, Farmland, Ag Loans
    
    
    11,822
    
    
    
    632
    
    
    
    
    
    
    
    
    
    
    
    12,454Commercial
    
    
    124,478
    
    
    
    11,982
    
    
    
    6,158
    
    
    
    21,333
    
    
    
    163,951Commercial and industrial
    
    
    22,488
    
    
    
    4,416
    
    
    
    165
    
    
    
    1,874
    
    
    
    28,943Multi Family
    
    
    66,074
    
    
    
    1,861
    
    
    
    3,227
    
    
    
    3,180
    
    
    
    74,342Total
    
    $
    237,575
    
    
    $
    29,405
    
    
    $
    9,879
    
    
    $
    29,331
    
    
    $
    306,190
  NOTEE 
    
    OFFICE PREMISES AND EQUIPMENT
  2010
    
    
    2009(In thousands)Land
    
    $
    2,120
    
    
    $
    2,120Buildings and improvements
    
    
    13,107
    
    
    
    13,134Furniture, fixtures and equipment
    
    
    8,796
    
    
    
    9,32524,023
    
    
    
    24,579Less accumulated depreciation and amortization
    
    
    14,095
    
    
    
    13,709$
    9,928
    
    
    $
    10,870
   67




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEF 
    
    DEPOSITS
  Amount
    
    
    Amount(Dollars in thousands)
    
    2010
    
    
    2009Noninterest-bearing checking accounts
    
    $
    46,597
    
    
    $
    38,911NOW accounts
    
    
    65,679
    
    
    
    70,564Money market demand accounts
    
    
    96,294
    
    
    
    96,172Passbook and statement savings accounts
    
    
    38,665
    
    
    
    36,638Certificates of deposit
    
    
    404,581
    
    
    
    417,617Total deposits
    
    $
    651,816
    
    
    $
    659,902
   Year ending December 31:
    
    (In thousands)2011
    
    $
    196,5502012
    
    
    133,3422013
    
    
    22,4102014
    
    
    39,1962015
    
    
    13,083Total certificate of deposit accounts
    
    $
    404,581
  68




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEG 
    
    ADVANCES FROM THE FEDERAL HOME LOAN BANK
  2010
 Weighted-
    
    
    Weighted-Average
    
    
    Average
    
    
    BalanceRate
    
    
    Maturity (years)
    
    
    (in thousands)Fixed-rate, balloon
    
    
    3.25
    %
    
    
    4.50
    
    
    $
    226Fixed-rate, interest only
    
    
    2.09
    
    
    
    1.75
    
    
    
    43,000Fixed-rate, amortizing
    
    
    6.04
    
    
    
    7.17
    
    
    
    1,708Fixed-rate, interest only, convertible
    
    
    3.84
    
    
    
    3.79
    
    
    
    28,000Fixed-rate, interest only, putable
    
    
    4.34
    
    
    
    3.32
    
    
    
    20,000Total
    
    
    3.17
    %
    
    
    2.81
    
    
    $
    92,934
 2009
 Weighted-Weighted-
    
    
    Average
    
    
    BalanceAverage Rate
    
    
    Maturity (years)
    
    
    (in thousands)Overnight repurchase-based
    
    
    3.25
    %
    
    
    0.01
    
    
    $
    234Fixed-rate, interest only
    
    
    2.52
    
    
    
    1.17
    
    
    
    32,000Fixed-rate, amortizing
    
    
    6.02
    
    
    
    7.89
    
    
    
    2,057Fixed-rate, interest only, convertible
    
    
    3.88
    
    
    
    3.62
    
    
    
    38,000Fixed-rate, interest only, putable
    
    
    4.39
    
    
    
    3.43
    
    
    
    25,000Total
    
    
    3.61
    %
    
    
    2.86
    
    
    $
    97,291
   69




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEG 
    
    ADVANCES FROM THE FEDERAL HOME LOAN BANK AND OTHER BORROWINGS(continued).
  Maturing yearEnding December 31,
    
    
    Interest rate range
    
    
    (Dollars in thousands)2011
    
    
    0.80%-4.93%
    
    
    $
    12,0002012
    
    
    1.05%-4.70%
    
    
    
    24,0002013
    
    
    1.80%-6.05%
    
    
    
    25,1272014
    
    
    4.26%-6.10%
    
    
    
    5,2442015
    
    
    3.25%-4.05%
    
    
    
    20,226Thereafter
    
    
    3.95%-7.00%
    
    
    
    6,337$
    92,934
 NOTEH 
    
    OTHER BORROWINGS
  Call Date
    
    Terms9/15/2011
    
    Callable at 100.785% of par9/15/2012
    
    Callable until Due Date at par
    70




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTEI 
    
    FEDERAL INCOME TAXES
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(Dollars in thousands)Income Taxes:Federal current expense (benefit)
    
    $
    (299
    )
    
    $
    (3,924
    )
    
    $
    (713
    )Federal deferred expense (benefit)
    
    
    (5,038
    )
    
    
    (2,373
    )
    
    
    (4,403
    )Valuation expense
    
    
    5,855
    
    
    
    
    
    
    
    Total Income Tax (Benefit)
    
    $
    518
    
    
    $
    (6,297
    )
    
    $
    (5,116
    )
  2010
    
    
    2009
    
    
    2008(In thousands)Federal income taxes computed at the expected statutory rate
    
    $
    (4,774
    )
    
    $
    (5,955
    )
    
    $
    (6,950
    )Increase (decrease) in taxes resulting from:Nontaxable dividend and interest income
    
    
    (21
    )
    
    
    (10
    )
    
    
    (13
    )Increase in cash surrender value of life insurance  net
    
    
    (209
    )
    
    
    (258
    )
    
    
    (265
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    2,272Valuation allowance for deferred tax assets
    
    
    5,855
    
    
    
    
    
    
    
    Surrender of bank owned life insurance & penalty
    
    
    70
    
    
    
    452
    
    
    
    Other
    
    
    (403
    )
    
    
    (526
    )
    
    
    (160
    )Federal income tax provision per consolidated financial statements
    
    $
    518
    
    
    $
    (6,297
    )
    
    $
    (5,116
    )
  71




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##### Table of Contents



Taxes (payable) refundable on temporarydifferences at statutory rate:
    
    2010
    
    
    2009(In thousands)Deferred tax assets:General loan loss allowance
    
    $
    5,736
    
    
    $
    5,495Deferred loan fees
    
    
    316
    
    
    
    185Deferred compensation
    
    
    1,097
    
    
    
    1,111Other assets
    
    
    782
    
    
    
    526Non accrual interest
    
    
    350
    
    
    
    56Tax credits and low income housing credits
    
    
    1,342
    
    
    
    1,202NOL carryforward
    
    
    4,506
    
    
    
    1,035Total deferred tax assets
    
    
    14,129
    
    
    
    9,610Deferred tax liabilities:FHLB stock dividends
    
    $
    (5,017
    )
    
    $
    (5,017
    )Mortgage servicing rights
    
    
    (1,306
    )
    
    
    (1,507
    )Book versus tax depreciation
    
    
    (771
    )
    
    
    (976
    )Original issue discount
    
    
    (583
    )
    
    
    (525
    )Unrealized gains on securities designated as available for sale
    
    
    (530
    )
    
    
    (540
    )Purchase price adjustments
    
    
    (162
    )
    
    
    (162
    )Other liabilities, net
    
    
    95
    
    
    
    (76
    )Total deferred tax liabilities
    
    
    (8,274
    )
    
    
    (8,803
    )Valuation Allowance
    
    
    5,855
    
    
    
    Net deferred tax asset (liability)
    
    $
    
    
    
    $
    807
   72




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE I 
    
    FEDERAL INCOME TAXES(continued).
   NOTE J 
    
    COMMITMENTS
    Unused lines ofFixed Rate
    
    
    Adjustable
    
    
    Credit HELOC
    
    
    Stand by(in thousands)
    
    Loans
    
    
    Rate Loans
    
    
    & Other
    
    
    letters of credit2010
    
    $
    42,521
    
    
    $
    2,734
    
    
    $
    46,028
    
    
    $
    3972009
    
    $
    4,984
    
    
    $
    44,831
    
    
    $
    54,286
    
    
    $
    493
   73




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE J  COMMITMENTS
   Year endingDecember 31,
    
    (In thousands)2011
    
    $
    3602012
    
    
    2942013
    
    
    2012014
    
    
    1602015
    
    
    1682016 and thereafter
    
    
    138$
    1,321
  NOTE K    REGULATORY MATTERS AND REGULATORY CAPITAL
    74




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE K  REGULATORY MATTERS AND REGULATORY CAPITAL
   To be well-capitalizedunder promptFor capital
    
    
    correctiveAdequacy
    
    
    actionActual
    
    
    purposes
    
    
    provisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(Dollars in thousands)Total capital to risk-weighted assets:Camco Financial Corporation
    
    $
    57,849
    
    
    
    8.96
    %
    
    ≥$
    51,635
    
    
    ≥
    8.0
    %
    
    ≥$
    64,544
    
    
    
    10.0
    %Advantage Bank(1)
    
    $
    54,593
    
    
    
    8.48
    %
    
    ≥$
    51,525
    
    
    ≥
    8.0
    %
    
    ≥$
    64,406
    
    
    
    10.0
    %Tier I capital to risk-weighted assets:Camco Financial Corporation
    
    $
    49,689
    
    
    
    7.70
    %
    
    ≥$
    25,818
    
    
    ≥
    4.0
    %
    
    ≥$
    38,726
    
    
    
    6.0
    %Advantage Bank(1)
    
    $
    46,433
    
    
    
    7.21
    %
    
    ≥$
    25,762
    
    
    ≥
    4.0
    %
    
    ≥$
    38,643
    
    
    
    6.0
    %Tier I leverage to average assets:Camco Financial Corporation
    
    $
    49,689
    
    
    
    5.98
    %
    
    ≥$
    33,241
    
    
    ≥
    4.0
    %
    
    ≥$
    41,551
    
    
    
    5.0
    %Advantage Bank (1)
    
    $
    46,433
    
    
    
    5.61
    %
    
    ≥$
    33,103
    
    
    ≥
    4.0
    %
    
    ≥$
    41,378
    
    
    
    5.0
    %
  75




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE K  REGULATORY MATTERS AND REGULATORY CAPITAL
        76




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE K  REGULATORY MATTERS AND REGULATORY CAPITAL
   To be well-capitalizedunder promptFor capital
    
    
    correctiveAdequacy
    
    
    actionActual
    
    
    purposes
    
    
    provisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(Dollars in thousands)Total capital to
risk-weighted assets:Camco Financial Corporation
    
    $
    71,971
    
    
    
    11.43
    %
    
    ≥$
    50,389
    
    
    ≥
    8.0
    %
    
    ≥$
    62,987
    
    
    
    10.0
    %Advantage Bank
    
    $
    67,285
    
    
    
    10.72
    %
    
    ≥$
    50,225
    
    
    ≥
    8.0
    %
    
    ≥$
    62,780
    
    
    
    10.0
    %Tier I capital to
risk-weighted assets:Camco Financial Corporation
    
    $
    64,022
    
    
    
    10.16
    %
    
    ≥$
    25,219
    
    
    ≥
    4.0
    %
    
    ≥$
    37,792
    
    
    
    6.0
    %Advantage Bank
    
    $
    59,336
    
    
    
    9.45
    %
    
    ≥$
    25,112
    
    
    ≥
    4.0
    %
    
    ≥$
    37,668
    
    
    
    6.0
    %Tier I leverage to average
assets:Camco Financial Corporation
    
    $
    64,022
    
    
    
    7.33
    %
    
    ≥$
    34,945
    
    
    ≥
    4.0
    %
    
    ≥$
    43,681
    
    
    
    5.0
    %Advantage Bank (1)
    
    $
    59,336
    
    
    
    6.82
    %
    
    ≥$
    34,784
    
    
    ≥
    4.0
    %
    
    ≥$
    43,479
    
    
    
    5.0
    %
 (1)
    
    Due to the consent order Advantage cannot be considered well capitalized until such
order is lifted by the FDIC and the Ohio Division  77




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CAMCO FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE L 
    
    FAIR VALUE
   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
  78




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE L
    
    FAIR VALUE (continued).
 Repurchase Agreements:
 Subordinated Debentures:
 Advances by Borrowers for Taxes and Insurance
 Commitments to Extend Credit
  December 31,2010
    
    
    2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    value(In thousands)Financial assetsCash and cash equivalents
    
    $
    29,114
    
    
    $
    29,114
    
    
    $
    38,153
    
    
    $
    38,153Investment securities available for sale
    
    
    30,768
    
    
    
    30,768
    
    
    
    55,950
    
    
    
    55,950Investment securities held to maturity
    
    
    3,948
    
    
    
    3,993
    
    
    
    2,113
    
    
    
    2,200Loans held for sale
    
    
    2,208
    
    
    
    2,254
    
    
    
    475
    
    
    
    485Loans receivable
    
    
    667,840
    
    
    
    643,646
    
    
    
    659,022
    
    
    
    646,990Federal Home Loan Bank stock
    
    
    29,888
    
    
    
    29,888
    
    
    
    29,888
    
    
    
    29,888Accrued interest receivable
    
    
    3,521
    
    
    
    3,521
    
    
    
    3,979
    
    
    
    3,979Financial liabilitiesDeposits
    
    $
    651,816
    
    
    $
    642,893
    
    
    $
    659,902
    
    
    $
    647,149Advances from the Federal Home Loan Bank
    
    
    92,934
    
    
    
    97,711
    
    
    
    97,291
    
    
    
    101,924Repurchase agreements
    
    
    6,530
    
    
    
    6,530
    
    
    
    6,941
    
    
    
    6,941Subordinated debentures
    
    
    5,000
    
    
    
    4,839
    
    
    
    5,000
    
    
    
    4,768Advances by borrowers for taxes and insurance
    
    
    2,413
    
    
    
    2,413
    
    
    
    1,909
    
    
    
    1,909Accrued interest payable
    
    
    1,646
    
    
    
    1,646
    
    
    
    1,669
    
    
    
    1,669
  79




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE L 
    
    FAIR VALUE (continued).
       Balance at
    
    
    Fair Value Measurements at Reporting Date Using(in thousands)
    
    December 31,
    
    
    Level 1
    
    
    Level 2
    
    
    Level 32010Securities available for saleU.S. government sponsored enterprises
    
    $
    2,065
    
    
    $
    
    
    
    $
    2,065
    
    
    $
    Corporate equity securities
    
    
    98
    
    
    
    
    
    
    
    98
    
    
    
    Mortgage-backed securities
    
    
    28,605
    
    
    
    
    
    
    
    28,605
    
    
    
    2009Securities available for saleU.S. government sponsored enterprises
    
    $
    14,564
    
    
    $
    
    
    
    $
    14,564
    
    
    $
    Corporate equity securities
    
    
    88
    
    
    
    
    
    
    
    88
    
    
    
    Mortgage-backed securities
    
    
    41,298
    
    
    
    
    
    
    
    41,298
    
    
    
    
  80




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE L 
    
    FAIR VALUE (continued).
  Fair Value Measurements at Reporting Date UsingChange in fair valueBalance at,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    for the year ended(in thousands)
    
    December 31,
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    December 31,2010Impaired loans
    
    $
    20,518
    
    
    
    
    
    
    
    
    
    
    $
    20,518
    
    
    $
    11,990Real estate acquired through foreclosure
    
    
    10,096
    
    
    
    
    
    
    
    
    
    
    
    10,096
    
    
    
    1,2242009Impaired loans
    
    $
    25,982
    
    
    
    
    
    
    
    
    
    
    $
    25,982
    
    
    $
    13,081Real estate acquired through foreclosure
    
    
    9,660
    
    
    
    
    
    
    
    
    
    
    
    9,660
    
    
    
    945
    81




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE M    BENEFIT PLANS
   Stock Option Plans
   2010
    
    
    2009Fair value, calculated
    
    $
    1.65
    
    
    $
    1.43Exercise Price
    
    $
    2.51
    
    
    $
    2.46Risk-free interest rate
    
    
    3.61
    %
    
    
    2.66
    %Expected stock price volatility
    
    
    51.62
    %
    
    
    61.00
    %Expected dividend yield
    
    
    
    
    
    
    1.63
    %Expected Life
    
    
    10 years
    
    
    
    10 years
  Options outstanding
    
    
    Options ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    AverageRange of
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseExercise Prices
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$1.89 - $2.50
    
    
    328,279
    
    
    
    8.9
    
    
    $
    2.50
    
    
    
    132,125
    
    
    $
    2.48$8.92 - $9.75
    
    
    21,514
    
    
    
    7.1
    
    
    
    8.92
    
    
    
    12,894
    
    
    
    8.92$11.36 - $14.16
    
    
    57,974
    
    
    
    4.7
    
    
    
    13.41
    
    
    
    56,143
    
    
    
    13.45$14.55 - $17.17
    
    
    55,875
    
    
    
    3.4
    
    
    
    16.45
    
    
    
    55,875
    
    
    
    16.45463,642
    
    
    
    7.6
    
    
    $
    5.84
    
    
    
    257,037
    
    
    $
    8.24
  82




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CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE M  BENEFIT PLANS
 Stock Option Plans
  NumberUnvested options:Beginning of period
    
    
    25,382Granted
    
    
    260,729Forfeited
    
    
    (14,160
    )Vested during the period
    
    
    (65,346
    )Unvested options at December 31
    
    
    206,605
    2010
    
    
    2009
    
    
    2008Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    average
    
    
    
    
    
    
    averageexercise
    
    
    
    
    
    
    exercise
    
    
    
    
    
    
    exerciseShares
    
    
    price
    
    
    Shares
    
    
    price
    
    
    Shares
    
    
    priceOutstanding at beginning of year
    
    
    260,833
    
    
    $
    10.59
    
    
    
    260,703
    
    
    $
    14.11
    
    
    
    318,238
    
    
    $
    15.10Granted
    
    
    260,729
    
    
    
    2.51
    
    
    
    80,000
    
    
    
    2.46
    
    
    
    47,167
    
    
    
    9.07Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited and Expired
    
    
    (57,920
    )
    
    
    12.21
    
    
    
    (79,870
    )
    
    
    13.96
    
    
    
    (104,702
    )
    
    
    14.84Outstanding at end of year
    
    
    463,642
    
    
    $
    5.84
    
    
    
    260,833
    
    
    $
    10.59
    
    
    
    260,703
    
    
    $
    14.11Options exercisable at year-end
    
    
    257,037
    
    
    $
    8.24
    
    
    
    235,451
    
    
    $
    10.54
    
    
    
    195,717
    
    
    $
    15.01Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    1.65
    
    
    
    
    
    
    $
    1.43
    
    
    
    
    
    
    $
    0.74
  83




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE N 
    
    CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION
  CAMCO FINANCIAL CORPORATION
STATEMENTS OF FINANCIAL CONDITION
  2010
    
    
    2009ASSETSCash in Advantage
    
    $
    3,882
    
    
    $
    796Interest-bearing deposits in other financial institutions
    
    
    262
    
    
    
    395Investment securities designated as available for sale
    
    
    98
    
    
    
    88Investment in Advantage
    
    
    47,886
    
    
    
    60,874Investment in Camco Title
    
    
    1,095
    
    
    
    857Office premises and equipment  net
    
    
    1,048
    
    
    
    1,145Cash surrender value of life insurance
    
    
    1,285
    
    
    
    1,247Other assets
    
    
    694
    
    
    
    1,043Total assets
    
    $
    56,250
    
    
    $
    66,445LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable and other accrued liabilities
    
    $
    1,301
    
    
    $
    931Borrowings
    
    
    5,000
    
    
    
    5,000Payable to Advantage
    
    
    3,846
    
    
    
    Total liabilities
    
    
    10,147
    
    
    
    5,931Stockholders equity
    
    
    46,103
    
    
    
    60,514Total liabilities and stockholders equity
    
    $
    56,250
    
    
    $
    66,445
  84




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE N 
    
    CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION(continued).
 CAMCO FINANCIAL CORPORATION
STATEMENTS OF OPERATIONS
 2010
    
    
    2009
    
    
    2008IncomeDividends from Advantage
    
    $
    
    
    
    $
    
    
    
    $
    2,000Dividends from Camco Title
    
    
    
    
    
    
    
    
    
    
    250Interest and other income
    
    
    57
    
    
    
    61
    
    
    
    68Equity in undistributed loss of Advantage
    
    
    (12,963
    )
    
    
    (10,555
    )
    
    
    (16,168
    )Excess distribution from Camco Title
    
    
    237
    
    
    
    225
    
    
    
    (179
    )Total loss
    
    
    (12,669
    )
    
    
    (10,269
    )
    
    
    (14,029
    )Interest expense
    
    
    343
    
    
    
    343
    
    
    
    343General, administrative and other expense
    
    
    907
    
    
    
    1,073
    
    
    
    1,601Loss before federal income tax credits
    
    
    (13,919
    )
    
    
    (11,685
    )
    
    
    (15,973
    )Federal income tax (credits)
    
    
    640
    
    
    
    (468
    )
    
    
    (649
    )Net loss
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )
  85




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE N 
    
    CAMCO FINANCIAL CORPORATION CONDENSED FINANCIAL INFORMATION(continued).
 CAMCO FINANCIAL CORPORATION
STATEMENTS OF CASH FLOWS
 2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net loss for the year
    
    $
    (14,559
    )
    
    $
    (11,217
    )
    
    $
    (15,324
    )Adjustments to reconcile net loss to net cash
flows provided by operating activities:Equity in undistributed earnings (loss) of Advantage
    
    
    12,963
    
    
    
    10,555
    
    
    
    16,168Equity in undistributed earnings of Camco Title
    
    
    (237
    )
    
    
    (225
    )
    
    
    179Depreciation and amortization
    
    
    98
    
    
    
    14
    
    
    
    48Increase (decrease) in cash due to changes in:Prepaid expenses and other assets
    
    
    30
    
    
    
    1
    
    
    
    40Accounts payable and other liabilities
    
    
    211
    
    
    
    283
    
    
    
    51Accrued federal income taxes
    
    
    4,482
    
    
    
    (128
    )
    
    
    (611
    )Deferred federal income taxes
    
    
    3
    
    
    
    (2
    )
    
    
    27Net cash provided by (used in) operating activities
    
    
    2,991
    
    
    
    (719
    )
    
    
    578Cash flows from investing activities:Net increase in cash surrender value of life insurance
    
    
    (38
    )
    
    
    (38
    )
    
    
    (37
    )(Increase) decrease in interest-bearing deposits in other
financial institutions
    
    
    133
    
    
    
    (182
    )
    
    
    (113
    )Net cash provided by (used in) investing activities
    
    
    95
    
    
    
    (220
    )
    
    
    (150
    )Cash flows from financing activities:Dividends paid
    
    
    
    
    
    
    (143
    )
    
    
    (2,953
    )Net cash used in financing activities
    
    
    
    
    
    
    (143
    )
    
    
    (2,953
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,086
    
    
    
    (1,082
    )
    
    
    (2,525
    )Cash and cash equivalents at beginning of year
    
    
    796
    
    
    
    1,878
    
    
    
    4,403Cash and cash equivalents at end of year
    
    $
    3,882
    
    
    $
    796
    
    
    $
    1,878
  86




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE O 
    
    QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
  Three Months EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,(In thousands, except per share data)2010:Total interest income
    
    $
    10,222
    
    
    $
    10,292
    
    
    $
    10,109
    
    
    $
    10,198Total interest expense
    
    
    3,214
    
    
    
    3,542
    
    
    
    3,736
    
    
    
    3,942Net interest income
    
    
    7,008
    
    
    
    6,750
    
    
    
    6,373
    
    
    
    6,256Provision for losses on loans (2)
    
    
    936
    
    
    
    11,407
    
    
    
    5,212
    
    
    
    905Other income
    
    
    2,602
    
    
    
    1,442
    
    
    
    1,602
    
    
    
    1,718General, administrative and other expenses
    
    
    7,604
    
    
    
    7,811
    
    
    
    6,975
    
    
    
    6,942Earnings (loss) before income taxes (credits)
    
    
    1,070
    
    
    
    (11,026
    )
    
    
    (4,212
    )
    
    
    127Federal income taxes (credits) (1)
    
    
    61
    
    
    
    572
    
    
    
    (113
    )
    
    
    (2
    )Net earnings (loss)
    
    $
    1,009
    
    
    $
    (11,598
    )
    
    $
    (4,099
    )
    
    $
    129Earnings (loss) per share:Basic
    
    $
    0.14
    
    
    $
    (1.61
    )
    
    $
    (0.57
    )
    
    $
    0.02Diluted
    
    $
    0.14
    
    
    $
    (1.61
    )
    
    $
    (0.57
    )
    
    $
    0.02
 (1)
    
    The change in 3rd quarter federal income taxes is related to 100% deferred
tax valuation.(2)
    
    The second and third quarter results were affected by sizeable loan charge offs that
were taken and the subsequent need to replenish the allowance for loan and lease losses
through a provision of $5.2 million and $11.4 million respectively. The Credit
Administration unit received information related to several larger commercial credits that
resulted in partial and full write downs based on impairment and collateral dependency that
was not received during the first quarter of 2010.  87




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##### Table of Contents



CAMCO FINANCIAL CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 NOTE O 
    
    QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued).
 Three Months EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,(In thousands, except per share data)2009:Total interest income
    
    $
    10,616
    
    
    $
    10,987
    
    
    $
    11,234
    
    
    $
    11,887Total interest expense
    
    
    4,394
    
    
    
    4,808
    
    
    
    5,350
    
    
    
    6,042Net interest income
    
    
    6,222
    
    
    
    6,179
    
    
    
    5,884
    
    
    
    5,845Provision for losses on loans (2)
    
    
    19,914
    
    
    
    440
    
    
    
    790
    
    
    
    648Other income
    
    
    2,424
    
    
    
    1,612
    
    
    
    2,262
    
    
    
    1,963General, administrative and other expenses
    
    
    6,968
    
    
    
    7,249
    
    
    
    6,893
    
    
    
    7,003Earnings before income taxes
    
    
    (18,236
    )
    
    
    102
    
    
    
    463
    
    
    
    157Federal income taxes (1)
    
    
    (6,427
    )
    
    
    (253
    )
    
    
    461
    
    
    
    (78
    )Net earnings (loss)
    
    $
    (11,809
    )
    
    $
    355
    
    
    $
    2
    
    
    $
    235Earnings (loss) per share:Basic
    
    $
    (1.64
    )
    
    $
    0.05
    
    
    $
    0.00
    
    
    $
    0.03Diluted
    
    $
    (1.64
    )
    
    $
    0.05
    
    
    $
    0.00
    
    
    $
    0.03
 (1)
    
    The change in 2nd quarter federal income taxes is related to the surrender of
bank owned life insurance.(2)
    
    The fourth quarter results were significantly affected by sizeable loan charge offs that were
taken and the subsequent need to replenish the allowance for loan and lease losses through a
provision of $19.9 million. The Credit Administration unit received substantial information
related to several larger commercial credits that resulted in partial and full writedowns based on
impairment and collateral dependency that was not received during prior quarters of 2009.
Additionally consistent with accounting standards the company was required to consider events
subsequent to December 31, 2009 to determine the end of year loss position. Specifically, during
the fourth quarter and early 2010 we received information on three significant commercial
relationships that required a total writedown or full specific loss reserve totaling $10.1 million.
(included is a previously reported $2.6 million fraudulent loan). Additionally, we received
specific fourth quarter information relating to our identified concentration in non owner occupied
investors. A total of $1.8 million was required to be written off on four investors during the
fourth quarter of 2009.  88




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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
    
 Item 9B.
    
    Other Information.
  
 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.
     89




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##### Table of Contents



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
    
    
    463,642
    
    
    $
    5.84
    
    
    
    831,246
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services.
   90




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##### 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(ii)
    
    Form of 2002 Salary Continuation Agreement10(iii)
    
    Form of 1996 Salary Continuation Agreement10(iv)
    
    Form of Executive Deferred Compensation Agreement10(v)
    
    First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(vi)
    
    Incentive Stock Option Award Agreement Pursuant to the First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(vii)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the First Ashland Financial Corporation 1995 Stock Option and Incentive Plan10(viii)
    
    Camco Financial Corporation 2002 Equity Incentive Plan10(ix)
    
    Incentive Stock Option Award Agreement Pursuant to the Camco Financial Corporation 2002 Equity and Incentive Plan10(x)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Camco Financial Corporation 2002 Equity and Incentive Plan10(xi)
    
    Camco Financial Corporation 1995 Stock Option and Incentive Plan10(xii)
    
    Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiii)
    
    Incentive Stock Option Award Agreement Pursuant to the Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xiv)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Westwood Homestead Financial Corporation 1997 Stock Option Plan10(xv)
    
    Summary of Cash Bonus Plan10(xvi)
    
    Change of Control Agreement including Attachment A listing participants10(xvii)
    
    Restricted Stock Award Agreement of James E. Huston10(xiiii)
    
    Stock Option Award Agreement of James E. Huston10(xix)
    
    Amendment to 1997 Stock Option Plan10(xx)
    
    Amendment to 2002 Stock Option Plan10 (xxi)
    
    Amendment to Change of Control Agreements10 (xxii)
    
    Amendment to Salary Continuation Agreements10 (xxiii)
    
    Cease and Desist Order10 (xxiv)
    
    Camco Financial Corporation 2010 Equity Incentive Plan10(xxv)
    
    Incentive Stock Option Award Agreement Pursuant to the Camco Financial Corporation 2010 Equity and Incentive Plan10(xxvi)
    
    Non-Qualified Stock Option Award Agreement Pursuant to the Camco Financial Corporation 2010 Equity and Incentive Plan11
    
    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
  91




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##### Table of Contents



SIGNATURES
  Camco Financial CorporationBy
    
    /s/ James E. Huston

James E. Huston,Chairman, President, Chief Executive Officer
  By
    
    /s/ Jeffrey T. Tucker

Jeffrey T. Tucker,
    
    By
    
    /s/ James D. Douglas

James D. Douglas,Lead Director
    
    
    
    DirectorDate: March 28, 2011
    
    Date: March 28, 2011By
    
    /s/ Carson K. Miller

Carson K. Miller,
    
    By
    
    /s/ Terry A. Feick

Terry A. Feick,Director
    
    
    
    DirectorDate: March 28, 2011
    
    Date: March 28, 2011By
    
    /s/ Edward D. Goodyear

Edward D. Goodyear,
    
    By
    
    /s/ Andrew S. Dix

Andrew S. Dix,Director
    
    
    
    DirectorDate: March 28, 2011
    
    Date: March 28, 2011By
    
    /s/ J. Timothy Young

J. Timothy Young,
    
    By
    
    /s/ Douglas F Mock

Douglas F. Mock,Director
    
    
    
    DirectorDate: March 28, 2011
    
    Date: March 28, 2011By
    
    /s/ Kristina K. Tipton

Kristina K. Tipton,Corporate Controller(Principal Financial and Accounting Officer)Date: March 28, 2011




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##### 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 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
December 31, 2008, by and between
Camco Financial Corporation and
James E. Huston
    
    Incorporated by reference to Camcos
8-K filed on January 7, 2009, film no.
09512081 (2009 8-K), Exhibit 10Exhibit 10(ii)
    
    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(iii)
    
    Form of 1996 Salary Continuation
Agreement, including Schedule A
for Edward A. Wright
    
    Incorporated by reference to Camcos
Annual Report on Form 10-K for the
fiscal year ended December 31, 2004
film no. 05684554 (2004 Form 10-K),
Exhibit 10(iv)Exhibit 10(iv)
    
    Form of Executive Deferred
Compensation Agreement
    
    Incorporated by reference to Camcos
2003 Form 10-K, Exhibit 10(vi)Exhibit 10(v)
    
    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(vi)
    
    Incentive Stock Option Award
Agreement Pursuant to the First
Ashland Financial Corporation
1995 Stock Option and Incentive
Plan
    
    Incorporated by reference to Camcos
2004 Form 10-K, Exhibit 10(vii)Exhibit 10(vii)
    
    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
2004 Form 10-K, Exhibit 10(viii)Exhibit 10(xiii)
    
    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(ix)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
Incentive Plan
    
    Incorporated by reference to Camcos
Form 8-K filed on February 2, 2005,
film no. 05570393 (2005 8-K),
Exhibit 10.5




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##### Table of Contents



INDEX TO EXHIBITS (continued)
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 10(x)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2002 Equity
Incentive Plan
    
    Incorporated by reference to Camcos 2004 Form 10-K,
Exhibit 10(xi)Exhibit 10(xi)
    
    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(xii)
    
    Westwood Homestead Financial
Corporation 1997 Stock Option
and Incentive 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 10.4Exhibit 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)
    
    2010 Incentive Award Plan
    
    Incorporated by reference to the
Form 8-K filed on February 1, 2010, as amended by the Form 8-K
on February 5, 2010Exhibit 10(xvii)
    
    Change of Control Agreement
including Attachment A listing
participants
    
    Incorporated by reference to
Camcos Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (2008
Form 10-K), Exhibit 10(xvii)Exhibit 10(xviii)
    
    Restricted Stock Award Agreement of
James E. Huston
    
    Incorporated by reference to the
2008 Form 10-K, Exhibit 10(xviii)Exhibit 10(xix)
    
    Stock Option Award Agreement of
James E. Huston
    
    Incorporated by reference to the 2008 Form 10-K, Exhibit 10(xix)Exhibit 10 (xx)
    
    First Amendment to Westwood 1997
Stock Option and Incentive Plan
    
    Incorporated by reference to the 2008 Form 10-K, Exhibit 10(xx)Exhibit 10 (xxi)
    
    First Amendment to Camco 2002
Equity Incentive Plan
    
    Incorporated by reference to the 2008 Form 10-K, Exhibit 10(xxi)Exhibit 10 (xxii)
    
    Second Amendment to Change of Control
Agreements
    
    Incorporated by reference to the 2008 Form 10-K, Exhibit 10(xxii)Exhibit 10 (xxiii)
    
    First Amendment to Salary Continuation
Agreements
    
    Incorporated by reference to the 2008 Form 10-K, Exhibit 10(xxiii)Exhibit 10 (xxiv)
    
    Cease and Desist Order
    
    Incorporated by reference to the 2009 Form 10-K,
Exhibit 10(xxiv)Exhibit 10 (xxv)
    
    2010 Camco Financial Stock Option
And Incentive Plan
    
    Incorporated by reference as Exhibit A
to the Definitive Proxy on April 19, 2010Exhibit 10 (xxvi)
    
    Incentive Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2010 Stock
Option and Incentive Plan
    
    Incorporated by reference to the
Form 8-K filed on
March 10, 2011, Exhibit 10.1




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##### Table of Contents



INDEX TO EXHIBITS (continued)
 ITEM
    
    DESCRIPTION
    
    DOCUMENT REFERENCEExhibit 10 (xxvii)
    
    Non-Qualified Stock Option Award
Agreement Pursuant to the Camco
Financial Corporation 2010 Stock
Option and Incentive Plan
    
    Incorporated by reference to the
Form 8K filed on March 10, 2011, Exhibit 10.2Exhibit 11
    
    Statement regarding computation of per
share earnings
    
    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
    
    Filed herewithExhibit 31(i)
    
    Section 302 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 31(ii)
    
    Section 302 Certification by
Principal Financial and Accounting Officer
    
    Filed herewithExhibit 32(i)
    
    Section 1350 Certification by
Chief Executive Officer
    
    Filed herewithExhibit 32(ii)
    
    Section 1350 Certification by
Principal Financial and Accounting Officer
    
    Filed herewith