0000950152-09-002776 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

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”);

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made to be effective as of the 23rd day of January, 2009 (the “Effective Date”), by and between Camco Financial Corporation, a Delaware corporation (the “Company”), and James E. Huston, an individual and an employee of the Company (“Huston”).

FIRST AMENDMENT TO THE ADVANTAGE BANK SALARY CONTINUATION AGREEMENT DATED OCTOBER 10, 2002 FOR
Employment Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered

THIS FIRST AMENDMENT is adopted this ___day of , 200___, effective as of January 1, 2005, by and between ADVANTAGE BANK, a state-chartered savings bank located in Cambridge, Ohio (the “Company”), and (the “Executive”).

STOCK OPTION AWARD AGREEMENT (Non-Qualified Stock Option)
Stock Option Award Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

This AGREEMENT is made to be effective as of January 23, 2009, by and between Camco Financial Corporation (the “COMPANY”), and James E. Huston (the “OPTIONEE”).

SECOND AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered

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”).

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