EX-10(XVII)






EXHIBIT 10(xvii)




CHANGE OF CONTROL AGREEMENT




     THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into as of the ___day of
___, 200_, by and between Camco Financial Corporation, a Delaware corporation (“Camco”),
and ___(the “Employee”);



WITNESSETH:




     WHEREAS, the Employee has been employed as the ___of Advantage Bank (the
“Bank”), a wholly-owned subsidiary of Camco;



     WHEREAS, as a result of the skill, knowledge and experience of the Employee, Camco believes it
is in the best interest of Camco and its stockholders to provide the Employee with a sense of
security and fair treatment to encourage the Employee to remain an employee of Camco;



     WHEREAS, Camco and the Employee desire to enter into this Agreement to set forth their
understanding as to their respective rights and obligations in the event of the termination of
Employee’s employment under the circumstances set forth in this Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, Camco
and the Employee hereby agree as follows:



     1. Term. The term of this Agreement shall commence on ___, 200_, and shall end
December 31, 200_, subject to extension and to earlier termination as provided herein (the “Term”).
Prior to each anniversary of the date of this Agreement, the Board of Directors of Camco shall
review the performance of the Employee. In connection with such annual review, the Term of this
Agreement shall be extended for a one-year period beyond the then-effective expiration date,
provided the Board of Directors of Camco, in its sole discretion, determines in a duly adopted
resolution that this Agreement should be extended.



     2. Termination of Employment.



     (a) Termination by Camco in Connection with a Change of Control. In the event that
the employment of the Employee is terminated by Camco, the Bank or their respective successors or
assigns, during the Term for any reason other than Just Cause within six months prior to a Change
of Control (hereinafter defined) or within one year after a Change of Control, then the following
shall occur:




	 	 	          (i) Camco shall promptly pay to the Employee or to his beneficiaries,
dependents or estate an amount equal to ___times the amount of the Employee’s
annual compensation as most recently set prior to the occurrence of the Change of
Control;






	 	 	          (ii) The Employer shall pay the premiums required to maintain coverage for the
Employee and his eligible dependents under the health insurance plan of Camco or
the Bank in which the Employee is a participant immediately prior to the Change of
Control in accordance with the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, until the earliest of (A) the ___anniversary of the
termination of the Employee’s employment or (B) the date on which the Employee is
included in another employer’s benefit plans as a full-time employee; and





     (iii) The Employee shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor shall any amounts

















 







received from other employment or otherwise by the Employee offset in any
manner the obligations of Camco hereunder, except as specifically stated in
subparagraph (b).



     For purposes of this Agreement, the term “Just Cause” means the Employee’s personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure or refusal to perform the duties and responsibilities assigned in this
Agreement, willful violation of any law, rule, regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, conviction of a felony or for fraud or embezzlement, or
material breach of any provision of this Agreement.



     (b) Termination by the Employee in Connection with a Change of Control. The Employee
may voluntarily terminate his employment pursuant to this Agreement within twelve months following
a Change of Control and shall be entitled to compensation as set forth in Section 2(a) of this
Agreement in the event that:




     (i) the present capacity or circumstances in which the Employee is employed
immediately prior to the completion of the Change of Control are changed, in the
opinion of the Employee (including, without limitation, a reduction in
responsibilities or authority or a reduction in salary);




     (ii) the Employee is required to move his personal residence, or perform his
principal executive functions, more than thirty-five (35) miles from his primary
office as of the date of the commencement of the Term of this Agreement; or




     (iii) Camco otherwise breaches this Agreement in any material respect.


In the event that payments pursuant to this Section 2 would result in the imposition of a penalty
tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder (“Section 280G”), such payments shall be reduced to the maximum
amount which may be paid under Section 280G without exceeding such limits. In the event a
reduction in payments is necessary in order to comply with the requirements of this Agreement
relating to the limitations of Section 280G or applicable regulatory limits, the Employee may
determine, in his sole discretion, which categories of payments are to be reduced or eliminated.




     (c) Death of the Employee. This Agreement shall automatically terminate upon the
death of the Employee.



     (d) “Golden Parachute” Provision. Any payments made to the Employee pursuant to this
Agreement or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k)
and any regulations promulgated thereunder.



     (e) Definition of “Change of Control”. A “Change of Control” shall mean any one of
the following events: (i) the acquisition of ownership or power to vote more than 25% of the voting
stock of Camco; (ii) the acquisition of the ability to control the election of a majority of the
directors of Camco; (iii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Camco, cease for any reason to
constitute at least a majority thereof; provided, however, that any individual whose election or
nomination for election as a member of the Board of Directors of Camco was approved by a vote of at
least two-thirds of the directors then in office shall be considered to have continued to be a
member of the Board of Directors of Camco; or (iv) the acquisition by any person or entity of
“conclusive control” of Camco within the meaning of 12 C.F.R. §574.4(a), or the acquisition by any
person or entity of “rebuttable control” within the meaning of 12 C.F.R. §574.4(b) that has not
been rebutted in accordance with 12 C.F.R. §574.4(c). For purposes of this paragraph, the term
“person” refers to an individual or corporation, partnership, trust, association, or other
organization, but does not include the Employee and any person or persons with whom the Employee is
“acting in concert” within the meaning of 12 C.F.R. Part 574. The occurrence of any of the
foregoing events with respect to the Bank shall not constitute a Change of Control for purposes of
this Agreement.



 









 





     3. Confidential Information. The Employee acknowledges that during his employment he
will learn and have access to confidential information regarding Camco and its customers and
businesses. The Employee agrees and covenants not to disclose or use for his own benefit, or the
benefit of any other person or entity, any confidential information, unless or until Camco consents
to such disclosure or use or such information becomes common knowledge in the industry or is
otherwise legally in the public domain. The Employee shall not knowingly disclose or reveal to any
unauthorized person any confidential information relating to Camco, its parent, subsidiaries or
affiliates, or to any of the businesses operated by them, and the Employee confirms that such
information constitutes the exclusive property of Camco. The Employee shall not otherwise
knowingly act or conduct himself (a) to the material detriment of Camco, its subsidiaries, or
affiliates, or (b) in a manner which is inimical or contrary to the interests of Camco.



     4. Nonassignability. Neither this Agreement nor any right or interest hereunder shall
be assignable by the Employee, his beneficiaries or his legal representatives without Camco’s prior
written consent; provided, however, that nothing in this Section 4 shall preclude (a) the Employee
from designating a beneficiary to receive any benefits payable hereunder upon his death, or (b) the
executors, administrators, or other legal representatives of the Employee or his estate from
assigning any rights hereunder to the person or persons entitled thereto.



     5. No Attachment. Except as required by law, no right to receive payment under this
Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge or hypothecation or to execution, attachment, levy, or similar process of assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void and of no effect.



     6. Binding Agreement. This Agreement shall be binding upon, and inure to the benefit
of, the Employee and Camco and their respective permitted successors and assigns.



     7. Amendment of Agreement. This Agreement may not be modified or amended, except by
an instrument in writing signed by the parties hereto.



     8. Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement,
except by written instrument of the party charged with such waiver or estoppel. No such written
waiver shall be deemed a continuing waiver, unless specifically stated therein, and each waiver
shall operate only as to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than the act specifically waived.



     9. Severability. If, for any reason, any provision of this Agreement is held invalid,
such invalidity shall not affect the other provisions of this Agreement not held so invalid, and
each such other provision shall, to the full extent consistent with applicable law, continue in
full force and effect.



     10. Headings. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.



     11. Governing Law; Regulatory Authority. This Agreement has been executed and
delivered in the State of Ohio and its validity, interpretation, performance and enforcement shall
be governed by the laws of the State of Ohio, except to the extent that federal law is governing.
If this Agreement conflicts with any applicable federal law as now or hereafter in effect, then
federal law shall govern.



     12. Effect of Prior Agreements. This Agreement contains the entire understanding
between the parties hereto and supersedes any prior employment agreement between Camco or any
predecessor of Camco and the Employee.



     13. Notices. Any notice or other communication required or permitted pursuant to this
Agreement shall be deemed delivered if such notice or communication is in writing and is delivered
personally or by facsimile transmission or is deposited in the United States mail, postage prepaid,
addressed as follows:



 









 






     If to Camco:


Camco Financial Corporation

6901 Glenn Highway

Cambridge, Ohio 43725-9757

Attention: Mr. James E. Huston




     If to the Employee:


                                        



                                        



                                        




     IN WITNESS WHEREOF, Camco has caused this Agreement to be executed by its duly authorized
officer, and the Employee has signed this Agreement, each as of the day and year first above
written.



	 	 	 	 	 	 	 
	Attest:	 	CAMCO FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 
 


	 	By
	 	  

James
E. Huston
	 	 
	 

	 	 	 	President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 

	 	 	 	 	 	 
	 	 	 	 	 





 









 





Attachment A




Each of the enrollees are listed below:





David S. Caldwell (2x)

Edward A. Wright (2x)

Kristina K. Tipton (1x)