EX-10.XXII






Exhibit 10(xxii)




SECOND AMENDMENT TO

CHANGE OF CONTROL AGREEMENT




     THIS FIRST AMENDMENT to the Change of Control agreement dated as of November 14, 2008
(“Agreement”) by and between Camco Financial Corporation, a Delaware [corporation] (“Camco”), and
                     (“Employee”).



RECITALS




     WHEREAS, Camco and the Employee previously entered into the Agreement for the purposes
described therein; and



     WHEREAS, Camco and the Employee desire to amend the Agreement as set forth herein for the
purpose of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.



AMENDMENT




     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Camco and the
Employee agree as follows:


1. Section 2(a)(i) of the Agreement is hereby deleted in its entirety and the following shall be
substituted therefor:





(i) Camco shall promptly, but in no event more than 60 days following the Employee’s
date of termination, pay to the Employee or to his beneficiaries, dependents or
estate an amount equal to one (___) times the Employee’s annual compensation as most
recently set prior to the occurrence of the Change of Control.


2. Section 2(a)(ii) of the Agreement is hereby amended by adding the following to the end thereof:





Notwithstanding the foregoing, any amounts or benefits that will be paid or provided
under this Section 2(a)(ii) after completion of the time period described in
Treasury Regulation §1.409A-1(b)(9)(v)(B) shall be subject to the following
requirements: (i) the amount of expenses eligible for reimbursement or benefits
provided during any taxable year of the Employee may not affect the expenses
eligible for reimbursement or benefits to be provided in any other taxable year of
the Employee; (ii) any reimbursement of an eligible expense shall be made on or
before the last day of the taxable year of the Employee following the taxable year
of the Employee in which the expense was incurred; and (iii) the right to such
reimbursement or benefit may not be subject to liquidation or exchange for another
benefit.



 









 





3. Section 2 of the Agreement is hereby amended by adding the following to the end thereof:





For purposes of this Agreement, any reference to the Employee’s “termination” or
“termination of employment” shall mean the Employee’s “separation from service”,
within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”) from Camco and all entities with whom Camco would be considered a single
employer under Sections 414(b) and (c) of the Code.


4. Section 2(b) of the Agreement is hereby amended by deleted the last sentence thereof and
substituting the following therefor:





Any reduction in payments necessary to comply with the requirements of this
Agreement relating to the limitations of Section 280G or applicable regulatory
limits shall be made in accordance with Section 409A of the Code.


5. Section 2(e) of the Agreement is hereby deleted in its entirety and the following is
substituted therefor:





     (e) Definition of “Change of Control”. A “Change of Control” shall
mean any one of the following events: (a) the acquisition by any person (as defined
under Section 409A of the Code), or more than one person acting as a group (as
defined under Section 409A of the Code), of shares of Camco that, together with the
 shares of Camco held by such person or group, constitutes more than 50 percent of
the total fair market value or total voting power of all of the shares of Camco; (b)
the acquisition by any person, or more than one person acting as a group, within any
12-month period, of shares of Camco possessing 30 percent or more of the total
voting power of all of the shares of Camco; (c) a majority of the members of the
Board of Directors of Camco is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the
Board of Directors of Camco prior to the date of the appointment or election; or (d)
the acquisition by any person, or more than one person acting as a group, within any
12-month period, of assets from Camco that have a total gross fair market value
equal to or more than 40 percent of the total gross fair market value of all of the
assets of Camco immediately prior to such acquisition or acquisitions. This
definition of Change of Control shall be interpreted in a manner that is consistent
with the definition of “change in control event” under Section 409A of the Code.


6. New Section 5(f) is hereby added to the Agreement as follows:





     (f) Payment Delay for Specified Employees. Notwithstanding anything in
this Agreement to the contrary, if the Employee is a “specified employee” (within
the meaning of Section 409A of the Code and as determined under Camco’s policy for
determining specified employees), on the Employee’s date of termination and the
Employee is entitled to a payment and/or a benefit under this Agreement that is
required to be delayed pursuant to Section



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409A(a)(2)(B)(i) of the Code, then such payment or benefit, as the case may be,
shall not be paid or provided (or begin to be paid or provided) until the first
business day of the seventh month following the date of the Employee’s termination
of employment (or, if earlier, the date of the Employee’s death). The first payment
that can be made to the Employee following such postponement period shall include
the cumulative amount of any payments or benefits that could not be paid or provided
during such postponement period due to the application of Section 409A(a)(2)(B)(i)
of the Code.


7. New Section 14 is hereby added to the Agreement as follows:





This Agreement is intended to comply with the requirements of Section 409A of the
Code, and, to the maximum extent permitted by law, shall be interpreted, construed
and administered consistent with this intent. Neither Camco nor any other person
shall have liability in the event this Agreement fails to comply with the
requirements of Section 409A of the Code. Nothing in this Agreement shall be
construed as the guarantee of any particular tax treatment to the Employee.



     IN WITNESS WHEREOF, the parties have adopted this Second Amendment effective as of the
date first set forth above.



	 	 	 	 	 	 	 
	CAMCO FINANCIAL CORPORATION	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Employee
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Its:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 







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