-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kk7ncmUaU1HFut+kl4nphVFMoGc2fxRj6GeU+9dtYNdCkD68++iLBSVfcJkmlpeC 1YOrzd2WtGQSOCTNIXGlsA== 0000950152-02-004785.txt : 20020611 0000950152-02-004785.hdr.sgml : 20020611 20020610163639 ACCESSION NUMBER: 0000950152-02-004785 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020610 EFFECTIVENESS DATE: 20020610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90152 FILM NUMBER: 02675291 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 S-8 1 l94801asv8.txt CAMCO FINANCIAL CORP/'02 EQUITY INCENTIVE PLAN S-8 As filed with the Securities and Exchange Commission on June 10, 2002 Registration No. 333-_____ 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) 6901 Glenn Highway, Cambridge, Ohio 43725 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CAMCO FINANCIAL CORPORATION 2002 EQUITY INCENTIVE PLAN -------------------------- (Full title of the plan) Richard C. Baylor President and Chief Executive Officer Camco Financial Corporation 6901 Glenn Highway Cambridge, Ohio 43725 -------------------------------------- (Name and address of agent for service) (740) 435-2040 ----------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered per share(1) price registration fee - -------------------------------- ---------------------- -------------------------- ------------------------ ----------------------- Common Stock 400,000(1) $14.50 $5,800,000 $533.60(2) $1.00 par value per share
- ----------------------------- (1) The offering price of the 400,000 shares which have been reserved for issuance upon the exercise of options issued under the Plan has been determined, for purposes of calculating the registration fee pursuant to Rule 457(h), to be $14.50 per share on June 7, 2002. (2) Minimum fee pursuant to Section 6(b) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as amended, of Camco Financial Corporation (the "Registrant"), the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and all documents filed with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") since that date are hereby incorporated by reference. The description of the shares of common stock of the Registrant, $1.00 par value per share (the "Common Shares"), contained in the Registrant's Form 8-A filed with the Commission on November 30, 1994, including any amendments or reports filed for the purpose of updating such description, is hereby incorporated by reference. Any definitive Proxy Statement or Information Statement filed pursuant to Section 14 of the Exchange Act and 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 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. The validity of the Common Shares offered hereby will be passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 221 E. Fourth Street, Suite 2000 - Atrium Two, P.O. Box 0236, Cincinnati, Ohio 45201-0236. As of May 31, 2002, members of Vorys, Sater, Seymour and Pease LLP and attorneys employed thereby, together with members of their immediate families, owned an aggregate of 17,800 Common Shares of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. A. Section 145 of the Delaware Code 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 II-1 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. (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. (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) II-2 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: 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 II-3 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, 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. II-4 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. 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. C. Section 14.7 of the Camco Financial Corporation 2002 Equity Incentive Plan addresses indemnification of individuals who serve as members of the Board of Directors of the Registrant or as members of the committee of the Board of Directors of the Registrant that administers the Plan in respect of matters relating to or arising out of the Plan. That section provides as follows: 14.7 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all such members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. The foregoing right of indemnification II-5 shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise. 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 (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information 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 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 in on Form S-3 or 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 Exchange Act that are incorporated by reference in the registration statement. (2) That, for 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; and (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. 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 II-6 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. II-7 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 the 28th day of May, 2002. CAMCO FINANCIAL CORPORATION By: /s/ Richard C. Baylor ---------------------------------- Richard C. Baylor, President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature Title Date - --------- ----- ---- /s/ /Richard C. Baylor Director, President and May 28, 2002 - -------------------------------------- Richard C. Baylor Chief Executive Officer /s/ Mark A. Severson Chief Financial Officer May 28, 2002 - -------------------------------------- Mark A. Severson (Principal Financial Officer and Principal Accounting Officer) /s/ Larry A. Caldwell Director and Chairman May 28, 2002 - -------------------------------------- Larry A. Caldwell /s/ Robert C. Dix, Jr. Director May 28, 2002 - -------------------------------------- Robert C. Dix, Jr. /s/ Terry A. Feick Director May 28, 2002 - -------------------------------------- 28, 2002 Terry A. Feick /s/ Susan J. Insley Director May 28, 2002 - -------------------------------------- Susan J. Insley /s/ Paul D. Leake Director May 28, 2002 - -------------------------------------- Paul D. Leake /s/ Carson K. Miller Director May 28, 2002 - -------------------------------------- Carson K. Miller /s/ Eric G. Spann Director May 28, 2002 - -------------------------------------- Eric G. Spann /s/ Samuel W. Speck Director May 28, 2002 - -------------------------------------- Samuel W. Speck /s/ Jeffrey T. Tucker Director May 28, 2002 - -------------------------------------- Jeffrey T. Tucker
II-8 EXHIBIT INDEX -------------
Exhibit No. Description Location - ----------- ----------- -------- 4.01 Camco Financial Corporation 2002 Equity Incentive Plan Included herewith 4.02 Third Restated Certificate of Incorporation of Registrant, as Included herewith amended 4.03 1987 Amended and Restated By-Laws of the Registrant Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 5.01 Opinion of Vorys, Sater, Seymour and Pease LLP Included herewith 23.01 Consent of Vorys, Sater, Seymour and Pease LLP Included in Exhibit 5.01 23.02 Consent of Grant Thornton LLP Included herewith
II-9 EX-4.01 3 l94801aexv4w01.txt EXHIBIT 4.01 EXHIBIT 4.01 ------------ CAMCO FINANCIAL CORPORATION 2002 EQUITY INCENTIVE PLAN INTRODUCTION The purpose of the Camco Financial Corporation 2002 Equity Incentive Plan (the "Plan") is to promote and advance the interests of Camco Financial Corporation ("Camco") the Company and its shareholders by enabling the Company to attract, retain and reward Directors, and managerial and other employees of the Company and any Subsidiary, and to strengthen the mutuality of interests between such Directors and employees and the Company's shareholders, by providing such persons with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company. ARTICLE I DEFINITIONS ----------- For the purpose of this Plan, unless the context requires otherwise, the following terms shall have the meanings indicated: 1.1 "Board" shall mean the Board of Directors of the Company. 1.2 "Change in Control" shall mean either: (i) any person or entity obtains "conclusive control" of the Company within the meaning of 12 C.F.R. Section 574.4(a) or (ii) any person or entity obtains "rebuttable control" within the meaning of 12 C.F.R. Section 574.4(b) and has not rebutted control in accordance with 12 C.F.R. Section 574.4(e). 1.3 "Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto, together with rules, regulations and interpretations promulgated thereunder. 1.4 "Common Stock" shall mean the common stock of the Company. 1.5 "Date of Grant" means the effective date on which an option or grant is awarded to a Participant as set forth in the award agreement. 1.6 "Disability" shall mean the Participant suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Participant, or by the Social Security Administration, to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Company of the carrier's or Social Security Administration's determination upon the request of the Company. 1.7 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor statute. 1.8 "Fair Market Value" of Shares on any dates shall be determined for all purposes of the Plan as follows: i) If the Common Shares are traded on a national securities exchange at the time of grant of the Stock Option, then the Fair Market Value shall be the average of the highest and the lowest selling price on such exchange on the date such Stock Option is granted or, if there were no sales on such date, then on the next prior business day on which there was a sale; ii) If the Common Shares are listed on The Nasdaq Stock Market, at the time of the grant of the Stock Option, then the Fair Market Value shall be the mean between the closing bid and closing asked quotation with respect to a Common Share on such date on The Nasdaq Stock Market; iii) If the Common Shares are not traded on a national securities exchange or quoted on The Nasdaq Stock Market, then the Fair Market Value shall be as determined by the Committee. 1.9 "Incentive Stock Option" shall mean any stock option that is intended to be and is specifically designated as an "incentive stock option" within the meaning of Section 422 of the Code. 1.10 "Involuntary Termination" shall mean the Participant's employment with the Company is terminated for reasons other than Voluntary Termination, death, Disability, Change in Control or Cause. 1.11 "Nonqualified Stock Option" shall mean any stock option that is not an Incentive Stock Option. 1.12 "Participant" shall mean an employee or Director of the Company or a Subsidiary who is granted a Stock Option under the Plan. Notwithstanding the foregoing, for the purposes of the granting of any Incentive Stock Option under this Plan, the term "Participant' shall include only employees of the Company or a Subsidiary. 1.13 "Plan" shall mean this Camco Financial Corporation 2002 Equity Incentive Plan, as set forth herein and as it may be hereafter amended from time to time. 1.14 [Reserved]. 1.15 "Retirement" shall mean any Voluntary Termination by a Participant, pursuant to Article VII of this Plan, at or after age 65. 1.16 "Secretary" shall mean the corporate Secretary of the Company. 1.17 "Shares" shall mean shares of Common Stock. 1.18 "Stock Dividend" shall mean a dividend or other distribution declared on the Shares of Common Stock payable in (i) capital stock of the Company or any Subsidiary of the Company, or (ii) rights, options or warrants to receive or purchase capital stock of the Company or any Subsidiary of the Company, or (iii) securities convertible into or exchangeable for capital stock of the Company or any Subsidiary of the Company, or (iv) any capital stock received upon the exercise, or with respect to, the foregoing. 1.19 "Stock Option" shall mean a right to purchase Common Stock of the Company granted to a Participant pursuant to the Plan. 1.20 "Subsidiary(ies)" shall mean any corporation or entity in which the Company directly or indirectly controls 50% or more of the total voting power of all classes of its stock having voting power, and includes, without limitation, Advantage Bank, Camco Mortgage Corporation and Camco Title Insurance Agency, Inc. 1.21 "Terminate (Termination of) Service (or Termination)" means the Participant ceases to be an employee or director of the Company or any Subsidiary for any reason whatsoever, voluntary or involuntary, other than by reason of an approved leave of absence. ARTICLE II ADMINISTRATION -------------- Subject to the terms of this Article II, the Plan shall be administered by the Compensation Committee (the "Committee") of the Board. Each member of the Committee, at the time of his appointment to the Committee and while he is a member thereof, must be a "disinterested person," as that term is defined in Rule 16b-3 promulgated under the Exchange Act, and an "outside director" under Section 162(m) of the Code. Subject to the terms hereof, the Committee shall have exclusive power to: (a) Designate, from time to time, the particular employees or Directors of the Company to whom Stock Options will be granted; (b) Designate the time or times when Stock Options will be granted; (c) Determine the number of Shares of Common Stock subject to issuance pursuant to any Stock Option award, and all of the terms, conditions, restriction limitations, if any, of an award of Stock Options, including the time and conditions of exercise or vesting; (d) Accelerate the vesting of Stock Options or exercise of any Stock Options when such actions would be in the best interests of the Company; (e) Interpret the Plan, prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan; and (f) Make such other determinations and take such other action as it deems necessary or advisable in connection with the foregoing. The Committee shall have full authority and responsibility to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Stock Options issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary. Except as provided below, any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties, including the Company and all Participants. ARTICLE III SHARES SUBJECT TO THE PLAN -------------------------- Subject to the provisions of Article XI of the Plan, the aggregate number of Shares which may be issued to Participants under grants of Stock Options made by the Committee under this Plan shall be 400,000. Shares to be distributed and sold may be made available from either authorized but unissued Common Stock or Common Stock held by the Company in its treasury. Shares that by reason of the unexercised expiration or unexercised termination of a Stock Option are no longer subject to purchase may be reoffered under the Plan. ARTICLE IV STOCK OPTIONS ------------- 4.1 ELIGIBILITY. The Committee shall, from time to time, select the particular employees and Directors of the Company and its Subsidiaries to whom the Stock Options are to be granted and/or distributed in recognition of each such Participant's contribution to the Company's or the Subsidiary's success. 4.2 GRANT OF STOCK OPTIONS. All grants of Stock Options under this Article IV shall be awarded by the Committee. Each grant of Stock Options shall be evidenced by a Stock Option agreement setting forth the total number of Shares subject to the Stock Option, the option exercise price, the term of the Stock Option, the vesting schedule, and such other terms and provisions as are approved by the Committee, are not inconsistent with the Plan. In the case of an Incentive Stock Option, the Stock Option agreement shall also include provisions that may be necessary to assure that the option is an Incentive Stock Option under the Code. The Company shall execute Stock Option agreements upon instructions from the Committee. 4.3 EXERCISE PRICE. The exercise price for a Nonqualified Stock Option shall be determined by the Committee and shall be an amount not less than the Fair Market Value per share of the Common Stock on the Date of Grant. The exercise price for an Incentive Stock Option shall be determined by the Committee and shall be an amount not less than the Fair Market Value per share of the Common Stock on the Date of Grant. The Committee shall determine the Fair Market Value of the Common Stock on the Date of Grant. Notwithstanding anything to the contrary contained in this Section 4.3, the exercise price of each Stock Option granted pursuant to the Plan shall not be less than the par value per share of the Common Stock. 4.4 OPTION PERIOD. The option period will begin and terminate on the respective dates specified by the Committee, but may not terminate later than ten years from the Date of Grant. No Stock Option granted under the Plan may be exercised at any time after the expiration of its option period. The Committee may provide for the vesting and exercise of Stock Options in installments and upon such terms, conditions and restrictions as it may determine. In addition to the provisions contained elsewhere herein concerning automatic acceleration of unvested installments of Stock Options, the Committee shall have the right to accelerate the time at which any Stock Option granted to an employee shall become vested, or exercisable. 4.5 VESTING. Stock Options granted pursuant to the Plan shall become exercisable as follows: 20% of the award shall become immediately exercisable upon grant, and 20% shall become exercisable on the first, second, third, fourth and fifth respective anniversaries of the date of the grant, subject in each case to the terms and conditions of Article VIII. The Board, in its sole discretion, may amend the vesting schedule. ARTICLE V LIMITS ON INCENTIVE STOCK OPTIONS --------------------------------- 5.1 OPTION PERIOD AND EXERCISE PRICE. Notwithstanding the provisions of Section 5.4 hereof, if a Participant eligible to receive a grant of an Incentive Stock Option under Section 422 of the Code (a "Participant") owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any Subsidiary of the Company) and an Incentive Stock Option is granted to such Participant, the option period term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five years from the Date of Grant. In addition, the option price of any such Incentive Stock Option granted to any such Participant owning more than 10% of the combined voting power of all classes of stock of the Company (or any Subsidiary of the Company) shall be at least 110% of the Fair Market Value of the Common Stock on the Date of Grant. 5.2 LIMITATION ON EXERCISES OF SHARES SUBJECT TO INCENTIVE STOCK OPTIONS. To the extent required by the Code for Incentive Stock Options, the exercisability of Incentive Stock Options granted under the Plan shall be subject to the $100,000 calendar year limit as set forth in Section 422(d) of the Code; to the extent that any grant exceeds such $100,000 calendar year limit, the portion of such granted Stock Option shall be deemed a Nonqualified Stock Option. 5.3 DISQUALIFYING DISPOSITION. If shares acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two years from the Date of Grant of such Stock Option or one year from the transfer of Shares to such Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code. 5.4 TERMINATION. Notwithstanding the provisions of Article VIII, the option period of a Participant's Incentive Stock Options shall terminate no later than ninety (90) days after termination of such Participant's employment with the Company and its Subsidiaries; provided that if such employment terminates by reason of the death or total and permanent disability (as defined in Section 22(e) of the Code) of the Participant, then the option period of such Participant's Incentive Stock Options shall terminate no later than one year after such termination by reason of death or disability. ARTICLE VI EXERCISE OF STOCK OPTIONS ------------------------- Full payment for Shares purchased upon exercise of a Stock Option shall be made in cash or by the Participant's delivery to the Company of Shares of Common Stock which have a Fair Market Value equal to the exercise price (or in any combination of cash and Shares of Common Stock having an aggregate Fair Market Value equal to the exercise price). No Shares may be issued until full payment of the purchase price therefor has been made, and a Participant will have none of the rights of a stockholder until Shares are issued to him. With the prior written consent of the Committee, which consent may be withheld by the Committee in its sole discretion, Shares covered by a Stock Option may be purchased upon exercise, in whole or in part, in accordance with the applicable Stock Option agreement, by authorizing a third party to sell the Shares (or a sufficient portion thereof) acquired upon exercise of a Stock Option, and assigning the delivery to the Company of a sufficient amount of the sale proceeds to pay for all the Shares acquired through such exercise and any tax withholding obligations resulting from such exercise. ARTICLE VII [Reserved] ARTICLE VIII TERMINATION OF EMPLOYMENT OR SERVICE ------------------------------------ Except as otherwise provided in Section 5.4 with respect to Incentive Stock Options, a Participant's Stock Options may be vested and/or exercised as follows in the event of such Participant's Death or disability, retirement, voluntary termination or termination for Cause: (a) DEATH. In the event of a Participant's death, all unvested installments of Stock Options shall thereupon automatically be accelerated and exercisable in full. The Stock Option may be exercised for a period of twelve (12) months after the Participant's death, or until expiration of the option period (if sooner), by the Participant's estate or personal representative, or by the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the Participant's death. (b) DISABILITY. In the event of a Participant's Termination of Service as a result of total and permanent Disability, all unvested installments of Stock Options shall thereupon automatically be accelerated and exercisable in full if such Participant shall have completed at least three (3) Years of Service on or prior to the Termination of Service. The Stock Option may be exercised by the Participant for a period of twelve (12) months after the Participant's Termination of Service because of Disability, or until expiration of the option period (if sooner). (c) RETIREMENT. In the event of a Participant's Termination of Service as the result of Retirement, all unvested installments of Stock Options shall thereupon automatically be accelerated and exercisable in full if such Participant shall have completed at least ten (10) years of service (or five (5) years of service for Board members) on or prior to the Termination of Service. The Stock Option may be exercised by the Participant or his guardian or legal representative for a period of twelve (12) months after, or until expiration of the option period (if sooner). (d) VOLUNTARY TERMINATION. In the event that a Participant terminates employment voluntarily, the Stock Options may be exercised to the extent such Stock Options were exercisable immediately prior to the Termination of Service by the Participant for a period of six (6) months after, or until expiration of the option period (if sooner). (e) INVOLUNTARY TERMINATION. In the event that a Participant's termination as a result of an Involuntary Termination, the Stock Options may be exercised to the extent such Stock Options were exercisable immediately prior to the Termination of Service by the Participant for a period of three (3) months after, or until expiration of the option period (if sooner). (f) TERMINATION FOR CAUSE. In the event that a Participant's termination is for Cause, no Stock Option shall be exercisable after the date of termination. (g) CHANGE IN CONTROL. In the event of a Change in Control, all Stock Options shall be automatically accelerated and immediately exercisable. Notwithstanding the foregoing, the Committee may impose more restrictive terms for an individual grant of a Stock Option to a Participant under the Plan than those contained in this Plan concerning any exercise of such Stock Option with respect to any Termination of Service by such Participant. ARTICLE IX AMENDMENT OR DISCONTINUANCE --------------------------- Subject to the limitations set forth in this Article IX, the Board may at any time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided that no amendment which requires stockholder approval in order for the Plan to continue to comply with Rule 16b-3 under the Exchange Act, including any successor to such Rule, shall be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Subject to the foregoing, the Board shall have the power to amend the Plan in any manner advisable in order for Stock Options granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of the Exchange Act) or to qualify as "performance-based" compensation under Section 162(m) of the Code (including amendments as a result of changes to Rule 16b-3 or Section 162(m) or the regulations thereunder to permit greater flexibility with respect to Stock Options granted under the Plan), and any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Stock Options theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Stock Option agreement. In the event of any such amendment to the Plan, the holder of any Stock Option outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Stock Option agreement relating thereto within such reasonable time as the Committee shall specify in such request. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article IX shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Stock Options theretofore granted under the Plan without the consent of the affected Participant. ARTICLE X EFFECT OF THE PLAN ------------------ Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any employee or Director any right to be granted a Stock Option to purchase or receive Common Stock of the Company or any other rights except as may be evidenced by a Stock Option agreement, or any amendment thereto, duly authorized by and executed on behalf of the Company and then only to the extent of and upon the terms and conditions expressly set forth therein. ARTICLE XI TERM ---- The Plan shall be submitted to the Company's stockholders for their approval. Unless sooner terminated by action of the Board, the Plan will terminate on the 28th day of May 2012. Stock Options under the Plan may not be granted after that date, but Stock Options granted before that date will continue to be effective in accordance with their terms and conditions. ARTICLE XII CAPITAL ADJUSTMENTS ------------------- If at any time while the Plan is in effect or unexercised Stock Options is outstanding there shall be any increase or decrease in the number of issued and outstanding Shares of Common Stock through the declaration of a Stock Dividend or through any recapitalization resulting in a stock split-up, combination, or exchange of Shares of Common Stock, then and in such event: (a) An appropriate adjustment shall be made in the maximum number of Shares of Common Stock then subject to being awarded under grants pursuant to the Plan, to the end that the same proportion of the Company's issued and outstanding Shares of Common Stock shall continue to be subject to being so awarded; (b) Appropriate adjustments shall be made in the number of Shares of Common Stock and the exercise price per share thereof then subject to purchase pursuant to each such Stock Option previously granted and unexercised, to the end that the same proportion of the Company's issued and outstanding Shares of Common Stock in each instance shall remain subject to purchase at the same aggregate exercise price. Any fractional Shares resulting from any adjustment made pursuant to this Article XII shall be eliminated for the purposes of such adjustment. Except as otherwise expressly provided herein, the issuance by the Company of Shares of its capital stock of any class, or securities convertible into Shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Shares or obligations of the Company convertible into such Shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares of Common Stock then subject to outstanding Stock Options granted under the Plan. ARTICLE XIII CORPORATE REORGANIZATION ------------------------ In the event of a transaction involving (i) the liquidation or dissolution of the Company, (ii) a merger or consolidation in which the Company is not the surviving Company or (iii) the sale or disposition of all or substantially all of the Company's assets, provision shall be made in connection with such transfer for the assumption of Stock Options theretofore granted under the Plan, or the substitution for such Stock Options of new equity of the successor Company, with appropriate adjustment as to the number and kind of Shares and the purchase price for Shares thereunder, or, in the discretion of the Board, the Plan and the Stock Options issued hereunder shall terminate on the effective date of such transaction and appropriate provision shall be made for payment to the Participant of an amount in cash equal to the Fair Market Value of a Share multiplied by the number of Shares subject to the Stock Options (to the extent such Stock Options have not been exercised) less the exercise price for such Stock Options (to the extent such Stock Options have not been exercised). ARTICLE XIV MISCELLANEOUS PROVISIONS ------------------------ 14.1 EXERCISE OF STOCK OPTIONS. Stock Options granted under the Plan may be exercised during the option period, at such times and in such amounts, in accordance with the terms and conditions and subject to such restrictions as are set forth herein and in the applicable Stock Option agreements. Notwithstanding anything to the contrary contained herein, Stock Options may not be exercised, nor may Shares be issued pursuant to a Stock Option if any necessary listing of the Shares on a stock exchange or any registration under state or federal securities laws required under the circumstances has not been accomplished. 14.2 NON-ASSIGNABILITY. A Stock Option granted to a Participant may not be transferred or assigned, other than (i) by will or the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order (as defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended), provided, that in the case of an Incentive Stock Option, such transfer or assignment may occur only to the extent it will not result in disqualifying such option as an Incentive Stock Option under Section 422 of the Code, or any successor provision. Subject to the foregoing, during a Participant's lifetime, Stock Options granted to a Participant may be exercised only by the Participant or, provided the particular Stock Option agreement so provides, by the Participant's guardian or legal representative. 14.3 INVESTMENT INTENT. The Company may require that there be presented to and filed with it by any Participant(s) under the Plan, such evidence as it may deem necessary to establish that the Stock Options granted or the Shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution. 14.4 ALLOTMENT OF SHARES. The Committee shall determine the number of Shares of Common Stock to be offered from time to time by grant of Stock Options to Participants under the Plan. The grant of a Stock Option to a Participant shall not, by itself, be deemed either to entitle the Participant to, or to disqualify the Participant from, participation in any other grant of Stock Options under the Plan. 14.5 NO RIGHT TO CONTINUE EMPLOYMENT. This Plan does not constitute a contract of employment. Nothing in the Plan or in any Stock Option agreement confers upon any employee the right to continue in the employ of the Company or interferes with or restricts in any way the right of the Company to discharge any employee at any time (subject to any contract rights of such employee). 14.6 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have none of the rights or privileges of a stockholder except with respect to Shares, which have been actually issued. 14.7 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all such members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise. 14.8 DIVIDENDS AND DIVIDEND EQUIVALENTS. The Committee may provide that any grants of Stock Options under the Plan may earn dividends or dividend equivalents. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional Shares or share equivalents. 14.9 GENDER AND NUMBER. Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the plural form of a word shall include the singular form, and the singular form of a word shall include the plural form. 14.10 GOVERNING LAW. The validity, interpretation and administration of the Plan and any rules, regulations, determinations or decisions made thereunder and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Ohio. 14.11 OTHER APPLICABLE LAWS. The obligation of the Company to sell or deliver Shares with respect to Stock Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. ARTICLE XV EFFECTIVE DATE -------------- The effective date of the Plan shall be May 28, 2002, which is the date on which it was approved by the Shareholders. The Plan will continue in effect until the expiration of its term or until earlier terminated, amended, or suspended in accordance with the terms hereof. EX-4.02 4 l94801aexv4w02.txt EXHIBIT 4.02 EXHIBIT 4.02 THIRD RESTATED CERTIFICATE OF INCORPORATION OF CAMCO FINANCIAL CORPORATION (A Delaware Corporation) As Adopted May 26, 1987 The following provisions constitute the Third Restated Certificate of Incorporation of Camco Financial Corporation, which was originally incorporated on October l9, 1970 under the name First Cambridge Corporation: FIRST: The name of the corporation is Camco Financial Corporation. SECOND: The address of the corporation's registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The purposes of the corporation are: (l) To acquire and own savings and loan associations; and (2) To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is two million (2,000,000), of which stock one million nine hundred thousand (1,900,000) shares shall be common shares of the par value of One Dollar ($1) each, amounting in the aggregate to One Million Nine Hundred Thousand Dollars ($1,900,000), and one hundred thousand (100,000) shares shall be preferred shares of the par value of One Dollar ($1) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000). There is hereby granted to the Board of Directors of the corporation the authority to fix by resolution or resolutions any and all powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, of shares of the preferred stock, or of any series of the preferred stock, of the corporation that are permitted by the General Corporation Law of Delaware to be fixed by the Board of Directors, and such grant of authority shall include the power to specify the number of shares of any series of the preferred stock of the corporation. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or a class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: No election of Directors need be by written ballot. EIGHTH: Any Director or the entire Board of Directors may be removed only by the affirmative vote of not less than 80% of the outstanding stock entitled to vote at an election of Directors, and such removal may be effected only for cause; provided, however, that if any class or series of stock shall entitle the holders thereof to elect one or more Directors, any Director or all the Directors elected by such holders may be removed only by the affirmative vote of not less than 80% of the outstanding stock of such class or series entitled to vote at an election of such Directors, and such removal may be effected only for cause. Any such removal shall be deemed to create a vacancy in the Board of Directors. NINTH: When used in the Certificate of Incorporation: (l) An "Affiliate" of a specified Person is a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. (2) The term "Associate" used to indicate a relationship with any Person shall mean (A) any corporation or organization (other than this corporation or a subsidiary) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of Equity Security, (B) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (C) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person, or is an officer or director of any corporation controlling or controlled by such Person. (3) "Beneficial Ownership" shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision) or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on May 26, 1987; provided, however, that a Person shall, in any event, also be deemed to be the "Beneficial Owner" of any shares of Voting Stock: (A) that such Person or any of its Affiliates or Associates beneficially own, directly or indirectly; or (B) that such Person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of an agreement, arrangement or understanding with the corporation to effect a Business Combination) or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such Affiliate or Associate is otherwise deemed the beneficial owner); or (C) that are beneficially owned, directly or a indirectly, by any other Person with which such first mentioned Person or any of its Affiliates or Associates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the corporation; and provided further, however, that (i) no Director or officer of the corporation, nor any Associate or Affiliate of any such Director or officer, shall, solely by reason of any or all such Directors and officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any shares of Voting Stock beneficially owned by any other such Director or officer (or any Associate or Affiliate thereof), and (ii) no employee stock ownership or similar plan of the corporation or any Subsidiary nor any trustee with respect thereto, nor any Associate or Affiliate of any such trustee, shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any shares of Voting Stock held under any such plan. For purposes of computing the percentage Beneficial Ownership of shares of Voting Stock of a Person in order to determine whether such Person is a Substantial Stockholder, the outstanding shares of Voting Stock shall include shares deemed owned by such Person through application of this paragraph (3) but shall not include any other shares of Voting Stock which may be issuable by the corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding shares of Voting Stock shall include only shares of Voting Stock then outstanding and shall not include any shares of Voting Stock which may be issuable by the corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. (4) The term "Business Combination" shall mean any transaction which is described in any one or more of the clauses (A) through (E) of paragraph (l) of Article ELEVENTH of the Certificate of Incorporation. (5) "Continuing Director" shall mean a Person who was a member of the Board of Directors of the corporation as of May 26, 1987, or thereafter elected by the stockholders or appointed by the Board of Directors of the corporation prior to the date as of which the Substantial Stockholder in question became a Substantial Stockholder, or a Person designated (before his initial election or appointment as a director) as a Continuing Director by three-fourths (3/4) of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors. (6) "Equity Security" shall have the meaning given to such term under Rule 3al1-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 26, 1987. (7) A "Person" shall mean any individual, firm, corporation or other entity. (8) "Subsidiary" shall mean any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by the corporation; provided, however, that for the purposes of the definition of Substantial Stockholder set forth in paragraph (10) of this ARTICLE NINTH, the term "Subsidiary" shall mean only a corporation of which a majority of each class of Equity Security is owned, directly or indirectly, by the corporation. (9) "Substantial Part" shall mean assets having a book value (determined in accordance with generally accepted accounting principles) in excess of ten percent (10%) of the book value (determined in accordance with generally accepted accounting principles) of the total consolidated assets of the corporation, at the end of its most recent fiscal year ending prior to the time the determination is made. (10) "Substantial Stockholder" shall mean any Person who or which, as of the record date for the determination of stockholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of any such Business Combination: (A) is the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the shares of Voting Stock (determined solely on the basis of the total number of shares of Voting Stock so Beneficially Owned (and without giving effect to the number or percentage of votes entitled to be cast in respect of such shares) in relation to the total number of shares of Voting Stock then issued and outstanding), or (B) is an Affiliate of the corporation and at any time within three years prior thereto was the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the then outstanding Voting Stock (determined as aforesaid), or (C) is an assignee of or has otherwise succeeded to any shares of capital stock of the corporation which were at any time within three years prior thereto Beneficially Owned by any Substantial Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. Notwithstanding the foregoing, a Substantial Stockholder shall not include (a) the corporation or any Subsidiary or (b) any profit-sharing, employee share ownership or other employee benefit plan of the corporation or any Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity. (11) "Voting Stock" shall mean any shares of capital stock of the corporation entitled to vote generally in the election of directors. (12) "Whole Board" shall mean the total number of Directors which the corporation would have if there were no vacancies; I.E., the whole authorized number of Directors. TENTH: Any action required or permitted to be taken by the stockholders of the corporation must be taken pursuant to a vote of such stockholders at an annual or special meeting of such stockholders that is duly held pursuant to notice. No action required or permitted to be taken by the stockholders of the corporation at any annual or special meeting of such stockholders may be taken pursuant to one or more consents in writing signed by the holders of all or any other portion of the outstanding stock entitled to vote on such action. Except as otherwise required by law and subject to any rights afforded by any provision of the Certificate of Incorporation to holders of any class or series of capital stock of the corporation having a preference over the common stock as to dividends or upon liquidation, special meetings of stockholders of the corporation may be called only by the President or by the Board of Directors pursuant to a resolution duly adopted by a majority of the Whole Board or by a writing signed by a majority of the Whole Board. ELEVENTH: (1) In addition to any vote required by law or under any other provision of the Certificate of Incorporation or any resolution or resolutions adopted by the Board of Directors pursuant to its authority under Article FOURTH of the Certificate of Incorporation, and except as otherwise expressly provided in this Article ELEVENTH: (A) any merger or consolidation of the corporation or any Subsidiary with or into (i) any Substantial Stockholder or (ii) any other corporation (whether or not itself a Substantial Stockholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Stockholder, or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Substantial Stockholder of any Substantial Part of the assets of the corporation or of any Subsidiary, or (C) the issuance or transfer by the corporation or by any Subsidiary (in one transaction or a series of related transactions) of any Equity Securities of the corporation or any Subsidiary to any Substantial Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value equal to or in excess of sixty percent (60%) of the amount of stockholders' equity reflected on the corporation's audited balance sheet as of the end of its most recent fiscal year (which shall be prepared on a consolidated basis by the corporation's independent certified public accountants in accordance with generally accepted accounting principles), or (D) the adoption of any plan or proposal for the liquidation or dissolution of the corporation if, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon, any person shall be a Substantial Stockholder, or (E) any reclassification of securities (including any reverse stock split) or recapitalization of the corporation, or any reorganization, merger or consolidation of the corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding securities of any class of equity securities of the corporation or any Subsidiary which is directly or indirectly Beneficially Owned by any Substantial Stockholder, shall (except as otherwise expressly provided in the Certificate of Incorporation) require the affirmative vote of not less than 80% of all outstanding shares of Voting Stock; provided that such affirmative vote must include the affirmative vote of a majority of all outstanding shares of Voting Stock not beneficially owned by the Substantial Stockholder in question. Each such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. (2) The provisions of this Article ELEVENTH shall not be applicable to any Business Combination, the terms of which shall be approved, either in advance of or subsequent to a Substantial Stockholder having become a Substantial Stockholder, by three-fourths (3/4) of the Whole Board, but only if a majority of the members of the Board of Directors in office and acting upon such matter shall be Continuing Directors. (3) A majority of the Continuing Directors then in office shall have the power to determine for the purposes of this Article ELEVENTH, on the basis of information known to them: (A) The number of shares of Voting Stock beneficially owned by any Person; (B) Whether a Person is an Affiliate or Associate of another; (C) Whether the assets subject to any Business Combination constitute a Substantial Part of the assets of the corporation in question; and/or (D) Any other factual matter relating to the applicability or effect of this Article ELEVENTH. (4) A majority of the Continuing Directors then in office shall have the right to demand that any Person who is reasonably believed to be a Substantial Stockholder (or holder of record shares of Voting Stock beneficially owned by any Substantial Stockholder) supply to the corporation complete information as to: (A) The record owner(s) of all shares beneficially owned by such Person who is reasonably believed to be a Substantial Stockholder; (B) The number of, and each class or series of, shares Beneficially Owned by such Person who is reasonably believed to be a Substantial Stockholder and held of record by each such record owner and the number(s) of the stock certificate(s) evidencing such shares; and (C) Any other factual matter relating to the applicability or effect of this Article ELEVENTH as may be reasonably requested of such Person, and such Person shall furnish such information within 10 days after receipt of such demand. (5) Any determination made by the Board of Directors, or by the Continuing Directors, as the case may be, pursuant to this Article ELEVENTH in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the corporation and its stockholders, including any Substantial Stockholder. (6) Nothing contained in this Article ELEVENTH shall be construed to relieve any Substantial Stockholder from any fiduciary obligation imposed by law. TWELFTH: The Board of Directors of the corporation, when evaluating any offer of another party to make a tender or exchange offer for any Equity Security of the corporation to merge or consolidate the corporation with another corporation, or to purchase or otherwise acquire all or a Substantial Part of the properties and assets of the corporation, or any proposal for the liquidation or dissolution of the corporation shall, in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its stockholders, give due consideration to all relevant factors, including without limitation: (A) The best interest of the stockholders. For this purpose, the Directors shall consider, among other factors, not, only the consideration offered in relation to the then current market price of the outstanding stock of the corporation, but also in relation to the current value of the corporation in a freely negotiated transaction and in relation to the Board of Directors' then current estimate of the future value of the corporation as an independent entity or as the subject of a future transaction; and (B) The best interests of depositors of savings institutions affiliated with the corporation; and (C) Such other factors as the Board of Directors determines to be relevant, including, among other factors, the social, legal and economic effects upon (i) employees, suppliers, customers and the business of the corporation and any Subsidiary and (ii) each community in which the corporation or any Subsidiary operates or is located. THIRTEENTH: No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (1) For any breach of the Director's duty of loyalty to the corporation or its stockholders, (2) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) Under Section 174 of the General Corporation Law of Delaware, or (4) For any transaction from which the Director derived an improper personal benefit. If the General Corporation Law of Delaware is amended after approval by the stockholders of this Article THIRTEENTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article THIRTEENTH by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification. FOURTEENTH: (1) Except as otherwise provided in any By-Law adopted by the stockholders, the By-Laws may be altered, amended or repealed by the affirmative vote of not less than a majority of the Whole Board; provided, however, that any By-Law that provides for the division of the Directors into classes having staggered terms may be adopted, altered, amended or repealed only by the stockholders. (2) No By-Law of the corporation shall be adopted, repealed, altered, amended or rescinded by the stockholders of the corporation except by the affirmative vote of at least 80% of the Voting Stock entitled to vote thereon. Any amendment to the Certificate of Incorporation which shall contravene any By-Law in existence on the record date of the meeting of stockholders at which such amendment is to be voted upon by the stockholders shall require the affirmative vote of at least 80% of the Voting Stock entitled to vote thereon. FIFTEENTH: (1) In addition to any requirements of law and any other provisions of the Certificate of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article FOURTH of the Certificate of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, the Certificate of Incorporation, any such resolution or resolutions or otherwise), the affirmative vote of at least 80% of the Voting Stock shall be required to amend, alter or repeal, or to adopt any provision inconsistent with, Articles EIGHTH, NINTH, TENTH, TWELFTH, THIRTEENTH, FOURTEENTH or FIFTEENTH of the Certificate of Incorporation, and the affirmative vote of at least 80% of the Voting Stock, including at least a majority of the Voting Stock not beneficially owned by a Substantial Stockholder, shall be required to amend, alter or repeal, or to adopt any provision inconsistent with, Article ELEVENTH of the Certificate of Incorporation. (2) Subject to the provisions of Paragraph (1) of this Article FIFTEENTH, the corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation. This Third Restated Certificate of Incorporation was adopted by the stockholders of Camco Financial Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of Delaware and was executed at Cambridge, Ohio on May 26, 1987. /s/ Larry A. Caldwell ------------------------------- Larry A. Caldwell, President of Camco Financial Corporation ATTEST: /s/ Anthony J. Popp - --------------------------------- Anthony J. Popp, Secretary of Camco Financial Corporation CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION Camco Financial Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Camco Financial Corporation, resolutions were duly adopted setting forth a proposed amendment to the Third Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at the next annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article Fourth of the Corporation's Third Restated Certificate of Incorporation be amended to read as follows: FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Two Million Six Hundred Thousand (2,600,000), of which stock Two Million Five Hundred Thousand (2,500,000) shares shall be common shares of the par value of One Dollar ($1) each, amounting in the aggregate to Two Million Five Hundred Thousand Dollars ($2,500,000), and one hundred thousand (100,000) shares shall be preferred shares of the par value of One Dollar ($1) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000). There is hereby granted to the Board of Directors of the corporation the authority to fix by resolution or resolutions any and all powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, of shares of the preferred stock, or of any series of the preferred stock, of the corporation that are permitted by the General Corporation Law of Delaware to be fixed by the Board of Directors, and such grant of authority shall include the power to specify the number of shares to any series of the preferred stock of the corporation. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate to be signed by Larry A. Caldwell, its President, and attested by Anthony J. Popp, its Secretary, this 12th day of July, 1994. By: /s/ Larry A. Caldwell --------------------------------- Larry A. Caldwell, President ATTEST: By: /s/ Anthony J. Popp ---------------------------- Anthony J. Popp, Secretary CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION Camco Financial Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of camco Financial Corporation, resolutions were duly adopted setting forth a proposed amendment to the Third Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at a special annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article Fourth of the Corporation's Third Restated Certificate of Incorporation be amended to read as follows: FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Five Million (5,000,000), of which stock Four Million Nine Hundred Thousand (4,900,000) shares shall be common shares of the par value of One Dollar ($1) each, amounting in the aggregate to Four Million Nine Hundred Thousand ($4,900,000) and one hundred thousand (100,000) shares shall be preferred shares of the par value of One Dollar ($1) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000). There is hereby granted to the Board of Directors of the corporation the authority to fix by resolution or resolutions any and all powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, of shares of the preferred stock, or of any series of the preferred stock, of the corporation that are permitted by the General Corporation Law of Delaware to be fixed by the Board of Directors, and such grant of authority shall include the power to specify the number of shares to any series of the preferred stock of the corporation. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate to be signed by Larry A. Caldwell, its President, and attested by Anthony J. Popp, its Secretary, this 23rd day of September, 1996. By: /s/ Larry A. Caldwell --------------------------------- Larry A. Caldwell, President ATTEST: By: /s/ Anthony J. Popp ---------------------------- Anthony J. Popp, Secretary CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION Camco Financial Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Camco Financial Corporation, a resolution was duly adopted setting forth a proposed amendment to the Third Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at the 1998 annual meeting of the stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article Fourth of the Corporation's Third Restated Certificate of Incorporation be amended to read as follows: FOURTH: The total number of shares of stock which the corporation shall have the authority to issue is Nine Million (9,000,000), of which stock Eight Million Nine Hundred Thousand (8,900,000) shares shall be common shares of the par value of One Dollar ($1) each, amounting in the aggregate to Eight Million Nine Hundred Thousand Dollars ($8,900,000), and One Hundred Thousand (100,000) shares shall be preferred shares of the par value of One Dollar ($1) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000). There is hereby granted to the Board of Directors of the corporation the authority to fix by resolution or resolutions any and all powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, of shares of the preferred stock, or of any series of the preferred stock, of the corporation that are permitted by the General Corporation Law of Delaware to be fixed by the Board of Directors, and such grant of authority shall include the power to specify the number of shares to any series of the preferred stock of the corporation. SECOND: That thereafter, at the 1998 annual meeting of stockholders of said corporation, which was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware. IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate to be signed by Larry A. Caldwell, its President, and attested by Anthony J. Popp, its Secretary, this 29th day of May, 1998. By: /s/ Larry A. Caldwell --------------------------------- Larry A. Caldwell, President ATTEST: By: /s/ Anthony J. Popp ---------------------------- Anthony J. Popp, Secretary CERTIFICATE OF AMENDMENT OF THIRD RESTATED CERTIFICATE OF INCORPORATION Camco Financial Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Camco Financial Corporation, a resolution was duly adopted setting forth a proposed amendment to the Third Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at a special meeting of the stockholders. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article Fourth of the Corporation's Third Restated Certificate of Incorporation be amended to read as follows: FOURTH: The total number of shares of stock which the corporation shall have the authority to issue is Fifteen Million (15,000,000), of which stock Fourteen Million Nine Hundred Thousand (14,900,000) shares shall be common shares of the par value of One Dollar ($1.00) each, amounting in the aggregate to Fourteen Million Nine Hundred Thousand Dollars ($14,900,000), and One Hundred Thousand (100,000) shares shall be preferred shares of the par value of One Dollar ($1.00) each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000). There is hereby granted to the Board of Directors of the corporation the authority to fix by resolution or resolutions any and all powers, designations, preferences and relative, participating, optional or other rights, or the qualifications, limitations or restrictions thereof, of shares of the preferred stock, or of any series of the preferred stock, of the corporation that are permitted by the General Corporation Law of Delaware to be fixed by the Board of Directors, and such grant of authority shall include the power to specify the number of shares to any series of the preferred stock of the corporation. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware. IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate to be signed by Larry A. Caldwell, its President, and attested by Gary E. Crane, its Treasurer, this 20th day of December, 1999. By: /s/ Larry A. Caldwell ---------------------------------- Larry A. Caldwell, President ATTEST: By: /s/ Gary E. Crane ----------------------------------------- Gary E. Crane, Treasurer EX-5.01 5 l94801aexv5w01.txt EXHIBIT 5.01 EXHIBIT 5.01 OPINION OF COUNSEL June 7, 2002 Board of Directors Camco Financial Corporation 6901 Glenn Highway Cambridge, Ohio 43725 Ladies and Gentlemen: We have acted as counsel for Camco Financial Corporation, a Delaware corporation (the "Company"), in connection with the proposed issuance and sale of shares of common stock of the Company, par value $1.00 per share (the "Common Shares"), upon the exercise of options granted to purchase such Common Shares pursuant to the Camco Financial Corporation 2002 Equity Incentive Plan (the "Plan"), as described in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about June 10, 2002 (the "Registration Statement"), for the purpose of registering 400,000 Common Shares reserved for issuance under the Plan pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In connection with this opinion, we have examined an original or copy of, and have relied upon the accuracy of, without independent verification or investigation, (a) the Registration Statement; (b) the Company's Certificate of Incorporation, as amended through the date hereof, as certified by the Delaware Secretary of State, (c) the Bylaws of the Company, as amended through the date hereof, as certified by the President of the Company; (d) minutes of the meetings of the Board of Directors of the Company pertaining to the Plan; and (e) such other representations of the Company and its officers as we have deemed relevant. In our examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies and the authenticity of such originals of such latter documents. We have also assumed the due preparation of share certificates and compliance with applicable federal and state securities laws. Based solely upon and subject to the foregoing and the further qualifications and limitations set forth below, as of the date hereof, we are of the opinion that after the Common Shares shall have been issued by the Company upon the exercise of the options and payment therefor in full in the manner provided in the Plan and in the Registration Statement (when they become effective), such Common Shares issued upon the exercise of such options will be validly issued, fully paid and non-assessable. This opinion is limited to the federal laws of the United States and to the laws of the State of Delaware having effect as of the date hereof. This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Common Shares and the filing of the Registration Statement and any amendments thereto. This opinion may not be relied upon by any other person or assigned, quoted or otherwise used without our specific written consent. We consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement and to the reference to us in the Registration Statement. Very truly yours, /s/ Vorys, Sater. Seymour and Pease LLP VORYS, SATER, SEYMOUR AND PEASE LLP EX-23.02 6 l94801aexv23w02.txt EXHIBIT 23.02 EXHIBIT 23.02 CONSENT OF INDEPENDENT AUDITORS Board of Directors Camco Financial Corporation Cambridge, Ohio We consent to the incorporation by reference in the Registration Statement of Camco Financial Corporation on Form S-8 of our Report of Independent Certified Public Accountants, dated February 22, 2002, on the consolidated statements of financial condition of Camco Financial Corporation as of December 31, 2001 and 2000, and the related consolidated statements of earnings, stockholders' equity and cash flows for the two years in the period then ended. /s/ Grant Thornton LLP Cincinnati, Ohio June 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----