Exhibit 10
AMENDMENT TO
CAMCO FINANCIAL CORPORATION
AND AFFILIATE
DIRECTOR DEFERRED COMPENSATION PLAN
The following is
an amendment (this “Amendment”) to the Camco Financial
Corporation and Affiliate Director Deferred Compensation Plan (the
“Plan”).
WHEREAS, the Board
of Directors of Camco Financial Corporation (the
“Company”) has determined that the Plan should be
amended to comply with certain changes in the law and to constitute
a Rule 10b5-1 Plan;
WHEREAS,
Section 10 of the Plan provides that the Board of Directors of
the Company, by a resolution of the Board, may amend the Plan at
any time, and from time to time, in any manner which it deems
desirable;
WHEREAS, the Board
of Directors of the Company desires that the Plan provide for the
purchase of shares of the Company’s common stock
(“Common Shares”) by the Plan in specific amounts and
on specific dates;
WHEREAS, the Board
of Directors desires that the Plan be designed to assure that all
purchases of Common Shares will not be influenced by, or made on
the basis of, material nonpublic information that may be in
possession of the Participants or the Plan at the time of purchase;
and
NOW, THEREFORE, BE
IT RESOLVED, that the Plan is amended as follows:
1. The
definition of “Adjustment Date” set forth in
Section 2 of the Plan shall be deleted in its entirety and
shall be restated as follows:
“Adjustment
Date” means the last Business Day of the month following the
month in which a Business Quarter ends.
2. The following
definition shall be added to Section 2 of the Plan:
“Business
Day” means Monday through Friday, except for federal, state
or bank holidays.
3. The following
definition shall be added to Section 2 of the Plan:
“Business
Quarter” means the periods from January 1
st through March 31 st ,
April 1 st
though June 30
th , July 1 st through September 30
th , and October 1 st through December 31
st .
4. Section 5.B.
of the Plan shall be amended by adding the following sentence to
the end of such Section:
If a Participant
fails to make a proper election for distribution in the Deferral
Notice, then the Participant’s Deferred Compensation Account
shall be distributed to the Participant in a single lump sum
payment.
5. Purchases
under Section 4.D (iii) of the Plan shall be executed in
accordance with a purchase plan between the Plan and a broker in a
form similar to that set forth on Exhibit A attached
hereto.
The Board of
Directors duly adopted this Amendment at a meeting duly called and
held on June 23, 2009.
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CAMCO FINANCIAL
CORPORATION
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By:
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/s/ James E.
Huston
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James E.
Huston, Chairman
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This Purchase
Plan is entered into to be effective
, 2009, by and between the Camco Financial Corporation and
Affiliate Director Deferred Compensation Plan (the “Deferred
Compensation Plan”) and
(“Broker”). Terms used in this Purchase Plan but not
defined herein shall have the meanings set forth in the Deferred
Compensation Plan.
WHEREAS, the
Deferred Compensation Plan desires to establish this Purchase Plan
to purchase shares of Camco Financial Corporation’s common
stock (the “Common Shares”); and
WHEREAS, the
Deferred Compensation Plan desires to engage Broker to effect the
purchases of Common Shares in accordance with this Purchase
Plan;
