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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
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<TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
<TD align="center" valign="top" style="border-top: 1px solid #000000">OMB APPROVAL</TD>
<TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
<TD valign="top" nowrap style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">OMB Number:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3235-0066
</DIV></TD>
<TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>
<TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Expires:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;August&nbsp;31, 2010</DIV></TD>
<TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
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<TR valign="bottom">
<TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>
<TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Estimated
average burden<br>
hours per response:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.00</DIV></TD>
<TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
<TD nowrap align="JUSTIFY" colspan="3" style="border-top: 1px solid #000000">&nbsp;</TD>
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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt; margin-top: 3pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 10pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 10pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></DIV>


<DIV align="center" style="font-size: 24pt; margin-top: 10pt"><B>Camco Financial Corporation</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">51-0110823</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
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</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top">814 Wheeling Avenue Cambridge, Ohio
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">43725</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
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</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">Camco Financial Corporation<BR>
2010 Equity Plan<BR>
<div style="border-bottom: 1px solid #000000; font-size: 1pt; width: 60%">&nbsp;</div>(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">James E. Huston, President<BR>
Camco Financial Corporation<BR>
814 Wheeling Avenue<BR>
Cambridge, Ohio 43725<BR>
<div style="border-bottom: 1px solid #000000; font-size: 1pt; width: 60%">&nbsp;</div>(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">(740)&nbsp;435-2020<BR>
<div style="border-bottom: 1px solid #000000; font-size: 1pt; width: 60%">&nbsp;</div>(Telephone number, including area code, of agent for service)</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 6pt"><DIV align="JUSTIFY" style="FONT-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act. (Check one):</DIV>
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 6pt">
<TABLE width="100%" style="FONT-size: 10pt; margin-top: 0pt">
<TR valign="top"><TD>Large accelerated filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT></TD><TD align="center">Accelerated filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;</TD><TD align="center">Non-accelerated filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT><BR>(Do not check if a smaller reporting company)</TD>
<TD align="right">Smaller reporting company&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT></TD></TR></TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">CALCULATION OF REGISTRATION FEE</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="32%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
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    <TD width="6%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="JUSTIFY" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">securities to</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">offering price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Aggregate offering</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">registration</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center" style="border-bottom: 0px solid #000000">be registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">per share*</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Shares,
$1.00 par value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">831,246</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$2.10</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$1,745,616.60</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$124.46</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="JUSTIFY" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</DIV>




<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR style="font-size: 6pt">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96">&nbsp;</TD>
</TR>
<TR valign="top">
    <TD nowrap align="JUSTIFY">*</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of computing the aggregate offering price and the registration
fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended,
and computed on the basis of $2.10 per share, which is the average of the high and low price as of
August&nbsp;3, 2010.</TD>
</TR>

</TABLE>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
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	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;1. Plan Information</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">ITEM 3. <U>Incorporation of Documents by Reference</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">ITEM 4. <U>Description of Securities</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">ITEM 5. <U>Interests of Named Experts and Counsel</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">ITEM 6. <U>Indemnification of Directors and Officers</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">ITEM 7. <U>Exemption from Registration Claimed</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">ITEM 8. <U>Exhibits</U>.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010">ITEM 9. <U>Undertakings</U>.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012"><U>EXHIBIT INDEX</U></A></TD></TR>
<TR><TD colspan="9"><A HREF="c04389exv4w1.htm">EX-4.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="c04389exv5.htm">EX-5</A></TD></TR>
<TR><TD colspan="9"><A HREF="c04389exv23w1.htm">EX-23.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="c04389exv24.htm">EX-24</A></TD></TR>
</TABLE>
</CENTER>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "PART I" -->
<DIV align="left"><A NAME="000"></A></DIV>
<DIV align="JUSTIFY"><A name="a000"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">PART I
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

</DIV>
<!-- link2 "Item&nbsp;1. Plan Information" -->
<DIV align="left"><A NAME="001"></A></DIV>
<DIV align="JUSTIFY"><A name="a001"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">Item&nbsp;1. Plan Information
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Not filed as part of this Registration Statement pursuant to Note to Part&nbsp;1 of Form S-8.
</DIV>
<!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information." -->
<DIV align="left"><A NAME="002"></A></DIV>
<DIV align="JUSTIFY"><A name="a002"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Not filed as part of this Registration Statement pursuant to Note to Part&nbsp;1 of Form S-8.
</DIV>

<!-- link1 "PART II" -->
<DIV align="left"><A NAME="003"></A></DIV>
<DIV align="JUSTIFY"><A name="a003"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">PART II
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

</DIV>
<!-- link2 "ITEM 3. <U>Incorporation of Documents by Reference</U>." -->
<DIV align="left"><A NAME="004"></A></DIV>
<DIV align="JUSTIFY"><A name="a004"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 3. <U>Incorporation of Documents by Reference</U>.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">The Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2009, filed
with the Securities and Exchange Commission (the Commission) on March&nbsp;31, 2010, and all other
documents filed with the Commission pursuant to the requirements of Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (Exchange Act) since December&nbsp;31, 2009, are hereby incorporated by
reference.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">The description of the Registrant&#146;s common stock contained in Registrant&#146;s Registration
Statement on Form 8-A, filed with the Commission on November&nbsp;30, 1994, is hereby incorporated by
reference.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">All documents which may be filed with the Commission pursuant to Sections&nbsp;13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing such documents.
</DIV>
<!-- link2 "ITEM 4. <U>Description of Securities</U>." -->
<DIV align="left"><A NAME="005"></A></DIV>
<DIV align="JUSTIFY"><A name="a005"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 4. <U>Description of Securities</U>.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Not applicable.
</DIV>
<!-- link2 "ITEM 5. <U>Interests of Named Experts and Counsel</U>." -->
<DIV align="left"><A NAME="006"></A></DIV>
<DIV align="JUSTIFY"><A name="a006"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 5. <U>Interests of Named Experts and Counsel</U>.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">None.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 8%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-2-<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<!-- link2 "ITEM 6. <U>Indemnification of Directors and Officers</U>." -->
<DIV align="left"><A NAME="007"></A></DIV>
<DIV align="JUSTIFY"><A name="a007"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 6. <U>Indemnification of Directors and Officers</U>.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">A.&nbsp;Section&nbsp;145 of the Delaware General Corporation Law governs indemnification by a
corporation and provides as follows:
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(a)&nbsp;A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the corporation) by
reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person&#146;s conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that the person&#146;s conduct was unlawful.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(b)&nbsp;A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys&#146; fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless any and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(c)&nbsp;To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a)&nbsp;and (b)&nbsp;of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys&#146; fees) actually and reasonably
incurred by such person in connection therewith.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(d)&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth
in subsections (a)&nbsp;and (b)&nbsp;of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1)&nbsp;by a majority vote of
the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, or (2)&nbsp;by a committee of such directors designated by a majority vote of such directors,
even through less than a quorum, or (3)&nbsp;if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4)&nbsp;by the stockholders.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(e)&nbsp;Expenses (including attorneys&#146; fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys&#146; fees) incurred by former directors
and officers or other employees and agents may be so paid upon such terms and conditions, if any,
as the corporation deems appropriate.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(f)&nbsp;The indemnification and advancement of expenses provided by, or granted pursuant to, the
other subsections of this section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in such person&#146;s
official capacity and as to action in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a provision of the certificate of
incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal,
administrative or investigative action, suit or proceeding for which indemnification or advancement
of expenses is sought, unless the provision in effect at the time of such act or omission
explicitly authorizes such elimination or impairment after such action or omission has occurred.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(g)&nbsp;A corporation shall have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such
person&#146;s status as such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(h)&nbsp;For purposes of this section, references to &#147;the corporation&#148; shall include, in addition
to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and employees or agents, so
that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent corporation if its separate
existence had continued.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;For purposes of this section, references to &#147;other enterprises&#148; shall include employee
benefit plans; references to &#147;fines&#148; shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to &#147;serving at the request of the corporation&#148;
shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner &#147;not
opposed to the best interests of the corporation&#148; as referred to in this section.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(j)&nbsp;The indemnification and advancement of expenses provided by, or granted pursuant to, this
section shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(k)&nbsp;The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine
all actions for advancement of expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation&#146;s obligation to advance expenses (including
attorneys&#146; fees).
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">B.&nbsp;The By-Laws of the Registrant contain the following provisions with respect to the
indemnification of directors and officers:
</DIV>
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<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.01. Mandatory Indemnification</U>. The corporation shall indemnify any
officer or director of the corporation, and any officer (other than an assistant officer) or
director (i)&nbsp;of a subsidiary of the corporation or (ii)&nbsp;of a subsidiary of any such subsidiary, who
was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any action threatened or instituted by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of the corporation or
of a subsidiary of the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys&#146; fees, filing fees, court reporters&#146; fees and transcript
costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was
unlawful. A person claiming indemnification under this Section&nbsp;7.01 shall be presumed, in respect
of any act or omission giving rise to such claim for indemnification, to have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no reasonable cause to believe
his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, rebut such presumption.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.02. Court-Approved Indemnification</U>. Anything contained in the
by-laws or elsewhere to the contrary notwithstanding:
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(A)&nbsp;the corporation shall not indemnify any officer or director of the corporation who was a
party to any completed action or suit instituted by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in such action or suit as to which he shall have been adjudged to be liable for
gross negligence or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio
or the court in which such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances of the case, he is
fairly and reasonably entitled to such indemnity as such Court of Common Pleas of Franklin County,
Ohio or such other court shall deem proper; and
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(B)&nbsp;the corporation shall promptly make any such unpaid indemnification as is determined by a
court to be proper as contemplated by this Section&nbsp;7.02.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.03. Indemnification for Expenses</U>. Anything contained in the
by-laws or elsewhere to the contrary notwithstanding, to the extent that an officer or director of
the corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section&nbsp;7.01, or in defense of any claim, issue or matter therein, he
shall be promptly indemnified by the corporation against expenses (including, without limitation,
attorneys&#146; fees, filing fees, court reporters&#146; fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.04. Determination Required</U>. Any indemnification required under
Section&nbsp;7.01 and not precluded under Section&nbsp;7.02 shall be made by the corporation only upon a
determination that such indemnification of the officer or director is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section&nbsp;7.01. Such
determination may be made only (A)&nbsp;by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to any such action,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">suit or proceeding, or (B)&nbsp;if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, or (C)&nbsp;by
the stockholders, or (D)&nbsp;by the Court of Common Pleas of Franklin County, Ohio or (if the
corporation is a party thereto) the court in which such action, suit or proceeding was brought, if
any; any such determination may be made by a court under division (D)&nbsp;of this Section&nbsp;7.04 at any
time &#091;including, without limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied or disregarded by
the disinterested directors under division (A)&nbsp;or by independent legal counsel under division (B)
or by the stockholders under division (C)&nbsp;of this Section&nbsp;7.04&#093;; and no failure for any reason to
make any such determination, and no decision for any reason to deny any such determination, by the
disinterested directors under division (A)&nbsp;or by independent legal counsel under division (B)&nbsp;or by
stockholders under division (C)&nbsp;of this Section&nbsp;7.04 shall be evidence in rebuttal of the
presumption recited in Section&nbsp;7.01.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.05. Advances for Expenses</U>. Expenses (including, without limitation,
attorneys&#146; fees, filing fees, court reporters&#146; fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section&nbsp;7.01 shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer or director shall
first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(A)&nbsp;if it shall ultimately be determined as provided in Section&nbsp;7.04 that he is not entitled
to be indemnified by the corporation as provided under Section&nbsp;7.01; or
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(B)&nbsp;if, in respect of any claim, issue or other matter asserted by or in the right of the
corporation in such action or suit, he shall have been adjudged to be liable for gross negligence
or misconduct (other than negligence) in the performance of his duty to the corporation, unless and
only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which
such action or suit was brought shall determine upon application that, despite such adjudication of
liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or
part of such indemnification.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.06. Article&nbsp;Seven Not Exclusive</U>. The indemnification provided by
this Article&nbsp;Seven shall not be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under the certificate of incorporation or any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall continue as to a
person who has ceased to be an officer or director of the corporation and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.07. Insurance</U>. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the corporation would
have the obligation or the power to indemnify him against such liability under the provisions of
this Article&nbsp;Seven.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.08. Certain Definitions</U>. For purposes of this Article&nbsp;Seven, and as
examples and not by way of limitation:
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(A)&nbsp;a person claiming indemnification under this Article&nbsp;Seven shall be deemed to have been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Section
7.01, or in defense of any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without prejudice, without the entry of a
judgment or order against him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in settlement thereof (whether or not
any such termination is based upon a judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of him); and
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(B)&nbsp;references to an &#147;other enterprise&#148; shall include employee benefit plans; references to a
&#147;fine&#148; shall include any excise taxes assessed on a person with respect to an employee benefit
plan; references to &#147;serving at the request of the corporation&#148; shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and references to &#147;a subsidiary of the corporation&#148; shall
include another corporation if securities representing at least a majority of the voting power of
such other corporation are owned by the corporation; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner &#147;not opposed to the best
interests of the corporation&#148; within the meaning of that term as used in this Article&nbsp;Seven.
</DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%"><U>Section&nbsp;7.09. Venue</U>. Any action, suit or proceeding to determine a claim for
indemnification under this Article&nbsp;Seven may be maintained by the person claiming such
indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The
corporation and (by claiming such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any
such action, suit or proceeding.
</DIV>
<!-- link2 "ITEM 7. <U>Exemption from Registration Claimed</U>." -->
<DIV align="left"><A NAME="008"></A></DIV>
<DIV align="JUSTIFY"><A name="a008"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 7. <U>Exemption from Registration Claimed</U>.
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Not applicable.
</DIV>
<!-- link2 "ITEM 8. <U>Exhibits</U>." -->
<DIV align="left"><A NAME="009"></A></DIV>
<DIV align="JUSTIFY"><A name="a009"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 8. <U>Exhibits</U>.
</DIV>



<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">See the Exhibit&nbsp;Index attached hereto.
</DIV>
<!-- link2 "ITEM 9. <U>Undertakings</U>." -->
<DIV align="left"><A NAME="010"></A></DIV>
<DIV align="JUSTIFY"><A name="a010"></A></DIV>

<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt">ITEM 9. <U>Undertakings</U>.
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="16%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required
by Section&nbsp;10(a)(3) of the Securities Act of 1933;</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="16%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of a
</div></TD>
</TR>


</TABLE>
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
 <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="16%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement.</div></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="16%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">To include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement;</div></TD>
</TR>

</TABLE>
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; margin-left: 20%"><I>Provided, however</I>, That paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934, that are incorporated by reference in the registration
statement.
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.</div></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</div></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant&#146;s annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.</div></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="JUSTIFY">C.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="justify">Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.</div></TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-8-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="011"></A></DIV>
<DIV align="JUSTIFY"><A name="a011"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%"><B>The Registrant. </B>Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio, on July&nbsp;27,
2010.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="JUSTIFY">&nbsp;</TD>
    <TD colspan="3" align="JUSTIFY">CAMCO FINANCIAL CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="JUSTIFY">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="JUSTIFY">/s/ James E. Huston
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="JUSTIFY">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="JUSTIFY">James E. Huston, Chairman, President and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="JUSTIFY">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="JUSTIFY">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="JUSTIFY" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="34%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Kristina K. Tipton
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Kristina K. Tipton</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Principal Financial and
Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Jeffrey T. Tucker
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Jeffrey T. Tucker</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Lead Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Andrew S. Dix
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Andrew S. Dix</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Terry A. Feick
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Terry A. Feick</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Edward D. Goodyear
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Edward D. Goodyear</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Paul D. Leake
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Paul D. Leake</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Carson K. Miller
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Carson K. Miller</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ Douglas F. Mock
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Douglas F. Mock</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="JUSTIFY" nowrap valign="top">/s/ J. Timothy Young
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
J. Timothy Young</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">July 27, 2010</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->-9-<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">
<!-- link1 "<U>EXHIBIT INDEX</U>" -->
<DIV align="left"><A NAME="012"></A></DIV>
<DIV align="JUSTIFY"><A name="a012"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><U>EXHIBIT INDEX</U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="41%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="41%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="JUSTIFY" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Location</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Camco Financial Corporation<BR>
2010 Equity Plan
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Included herewith.</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Third Restated Certificate of Incorporation of
Camco Financial Corporation, as amended
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top"><div align="justify">Incorporated herein by
reference to Camco&#146;s Annual
Report on Form&nbsp;10-K for the
fiscal year ended December&nbsp;31,
2003, Film no. 04668873,
Exhibit&nbsp;3(i)</div></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">2003 Amended and Restated By-Laws of Camco
Financial Corporation
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top"><div align="justify">Incorporated by reference to
Camco&#146;s Annual Report on Form
10-K for the fiscal year ended
December&nbsp;31, 2006, Exhibit
3(ii)</div></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Opinion of Vorys, Sater, Seymour and Pease
LLP as to legality
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Included herewith.</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Consent of Plante &#038; Moran LLP
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Included herewith.</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Consent of Vorys, Sater, Seymour and Pease LLP
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Included herewith in Exhibit&nbsp;5.</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Limited Power of Attorney
</TD>
    <TD>&nbsp;</TD>
    <TD align="JUSTIFY" valign="top">Included herewith.</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



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sv8
Table of Contents
OMB APPROVAL
OMB Number:                      3235-0066
Expires:                                 August 31, 2010
Estimated
average burden
hours per response:              24.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Camco Financial Corporation
(Exact name of registrant as specified in its Charter)
Delaware
51-0110823
(State or other jurisdiction
(I.R.S. Employer Identification No.)
of incorporation or organization)
814 Wheeling Avenue Cambridge, Ohio
43725
(Address of Principal Executive Offices)
(Zip Code)
Camco Financial Corporation
2010 Equity Plan
(Full title of the plan)
James E. Huston, President
Camco Financial Corporation
814 Wheeling Avenue
Cambridge, Ohio 43725
(Name and address of agent for service)
(740) 435-2020
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
CALCULATION OF REGISTRATION FEE
Title of
Proposed maximum
Proposed maximum
Amount of
securities to
Amount to be
offering price
Aggregate offering
registration
be registered
Registered
per share*
price
fee
Common Shares,
$1.00 par value
831,246
$2.10
$1,745,616.60
$124.46
*
Estimated solely for the purpose of computing the aggregate offering price and the registration
fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended,
and computed on the basis of $2.10 per share, which is the average of the high and low price as of
August 3, 2010.
TABLE OF CONTENTS
PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
ITEM 3.
Incorporation of Documents by Reference
.
ITEM 4.
Description of Securities
.
ITEM 5.
Interests of Named Experts and Counsel
.
ITEM 6.
Indemnification of Directors and Officers
.
ITEM 7.
Exemption from Registration Claimed
.
ITEM 8.
Exhibits
.
ITEM 9.
Undertakings
.
SIGNATURES
EXHIBIT INDEX
EX-4.1
EX-5
EX-23.1
EX-24
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
Incorporation of Documents by Reference
.
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed
with the Securities and Exchange Commission (the Commission) on March 31, 2010, and all other
documents filed with the Commission pursuant to the requirements of Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (Exchange Act) since December 31, 2009, are hereby incorporated by
reference.
The description of the Registrant's common stock contained in Registrant's Registration
Statement on Form 8-A, filed with the Commission on November 30, 1994, is hereby incorporated by
reference.
All documents which may be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing such documents.
ITEM 4.
Description of Securities
.
Not applicable.
ITEM 5.
Interests of Named Experts and Counsel
.
None.
-2-
Table of Contents
ITEM 6.
Indemnification of Directors and Officers
.
A. Section 145 of the Delaware General Corporation Law governs indemnification by a
corporation and provides as follows:
(a) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the corporation) by
reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless any and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth
in subsections (a) and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by a majority vote of such directors,
even through less than a quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred by former directors
and officers or other employees and agents may be so paid upon such terms and conditions, if any,
as the corporation deems appropriate.
-3-
Table of Contents
(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the
other subsections of this section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such office. A right to
indemnification or to advancement of expenses arising under a provision of the certificate of
incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal,
administrative or investigative action, suit or proceeding for which indemnification or advancement
of expenses is sought, unless the provision in effect at the time of such act or omission
explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g) A corporation shall have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and employees or agents, so
that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this
section shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine
all actions for advancement of expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance expenses (including
attorneys' fees).
B. The By-Laws of the Registrant contain the following provisions with respect to the
indemnification of directors and officers:
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Section 7.01. Mandatory Indemnification
. The corporation shall indemnify any
officer or director of the corporation, and any officer (other than an assistant officer) or
director (i) of a subsidiary of the corporation or (ii) of a subsidiary of any such subsidiary, who
was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any action threatened or instituted by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of the corporation or
of a subsidiary of the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was
unlawful. A person claiming indemnification under this Section 7.01 shall be presumed, in respect
of any act or omission giving rise to such claim for indemnification, to have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no reasonable cause to believe
his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, rebut such presumption.
Section 7.02. Court-Approved Indemnification
. Anything contained in the
by-laws or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the corporation who was a
party to any completed action or suit instituted by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in such action or suit as to which he shall have been adjudged to be liable for
gross negligence or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio
or the court in which such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the circumstances of the case, he is
fairly and reasonably entitled to such indemnity as such Court of Common Pleas of Franklin County,
Ohio or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid indemnification as is determined by a
court to be proper as contemplated by this Section 7.02.
Section 7.03. Indemnification for Expenses
. Anything contained in the
by-laws or elsewhere to the contrary notwithstanding, to the extent that an officer or director of
the corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 7.01, or in defense of any claim, issue or matter therein, he
shall be promptly indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
Section 7.04. Determination Required
. Any indemnification required under
Section 7.01 and not precluded under Section 7.02 shall be made by the corporation only upon a
determination that such indemnification of the officer or director is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 7.01. Such
determination may be made only (A) by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to any such action,
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suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, or (C) by
the stockholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the
corporation is a party thereto) the court in which such action, suit or proceeding was brought, if
any; any such determination may be made by a court under division (D) of this Section 7.04 at any
time [including, without limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied or disregarded by
the disinterested directors under division (A) or by independent legal counsel under division (B)
or by the stockholders under division (C) of this Section 7.04]; and no failure for any reason to
make any such determination, and no decision for any reason to deny any such determination, by the
disinterested directors under division (A) or by independent legal counsel under division (B) or by
stockholders under division (C) of this Section 7.04 shall be evidence in rebuttal of the
presumption recited in Section 7.01.
Section 7.05. Advances for Expenses
. Expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section 7.01 shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer or director shall
first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section 7.04 that he is not entitled
to be indemnified by the corporation as provided under Section 7.01; or
(B) if, in respect of any claim, issue or other matter asserted by or in the right of the
corporation in such action or suit, he shall have been adjudged to be liable for gross negligence
or misconduct (other than negligence) in the performance of his duty to the corporation, unless and
only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which
such action or suit was brought shall determine upon application that, despite such adjudication of
liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or
part of such indemnification.
Section 7.06. Article Seven Not Exclusive
. The indemnification provided by
this Article Seven shall not be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under the certificate of incorporation or any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall continue as to a
person who has ceased to be an officer or director of the corporation and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Section 7.07. Insurance
. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, trustee, officer, employee, or
agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the corporation would
have the obligation or the power to indemnify him against such liability under the provisions of
this Article Seven.
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Section 7.08. Certain Definitions
. For purposes of this Article Seven, and as
examples and not by way of limitation:
(A) a person claiming indemnification under this Article Seven shall be deemed to have been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Section
7.01, or in defense of any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without prejudice, without the entry of a
judgment or order against him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in settlement thereof (whether or not
any such termination is based upon a judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of him); and
(B) references to an "other enterprise" shall include employee benefit plans; references to a
"fine" shall include any excise taxes assessed on a person with respect to an employee benefit
plan; references to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and references to "a subsidiary of the corporation" shall
include another corporation if securities representing at least a majority of the voting power of
such other corporation are owned by the corporation; and a person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" within the meaning of that term as used in this Article Seven.
Section 7.09. Venue
. Any action, suit or proceeding to determine a claim for
indemnification under this Article Seven may be maintained by the person claiming such
indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The
corporation and (by claiming such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any
such action, suit or proceeding.
ITEM 7.
Exemption from Registration Claimed
.
Not applicable.
ITEM 8.
Exhibits
.
See the Exhibit Index attached hereto.
ITEM 9.
Undertakings
.
A.
Registrant hereby undertakes:
(1)
To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i)
To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of a
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prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)
To include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement;
Provided, however
, That paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934, that are incorporated by reference in the registration
statement.
(2)
That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio, on July 27,
2010.
CAMCO FINANCIAL CORPORATION
By:
/s/ James E. Huston
James E. Huston, Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Kristina K. Tipton
Kristina K. Tipton
Principal Financial and
Accounting Officer
July 27, 2010
/s/ Jeffrey T. Tucker
Jeffrey T. Tucker
Lead Director
July 27, 2010
/s/ Andrew S. Dix
Andrew S. Dix
Director
July 27, 2010
/s/ Terry A. Feick
Terry A. Feick
Director
July 27, 2010
/s/ Edward D. Goodyear
Edward D. Goodyear
Director
July 27, 2010
/s/ Paul D. Leake
Paul D. Leake
Director
July 27, 2010
/s/ Carson K. Miller
Carson K. Miller
Director
July 27, 2010
/s/ Douglas F. Mock
Douglas F. Mock
Director
July 27, 2010
/s/ J. Timothy Young
J. Timothy Young
Director
July 27, 2010
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EXHIBIT INDEX
Exhibit No.
Description
Location
4.1
Camco Financial Corporation
2010 Equity Plan
Included herewith.
4.2
Third Restated Certificate of Incorporation of
Camco Financial Corporation, as amended
Incorporated herein by
reference to Camco's Annual
Report on Form 10-K for the
fiscal year ended December 31,
2003, Film no. 04668873,
Exhibit 3(i)
4.3
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)
5
Opinion of Vorys, Sater, Seymour and Pease
LLP as to legality
Included herewith.
23.1
Consent of Plante & Moran LLP
Included herewith.
23.2
Consent of Vorys, Sater, Seymour and Pease LLP
Included herewith in Exhibit 5.
24
Limited Power of Attorney
Included herewith.