8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2008

 CAMCO FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-25196	51-0110823
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

6901 Glenn Highway, Cambridge, Ohio 43725
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (740) 435-2020

          Not Applicable          

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

On November 28, 2008, Camco Financial Corporation (“Camco”) and First Place Financial Corp. (“First Place”) decided to terminate the Agreement and Plan of Merger (“Merger Agreement”) dated May 7, 2008. The Merger Agreement was terminated pursuant to Section 8.1(a), which permits the parties to mutually agree to terminate the Merger Agreement at any time prior to the effective date of the merger. A copy of the Mutual Consent and Release is attached hereto as Exhibit 2.

The Merger Agreement provided for the merger of Camco into First Place and the subsequent merger of Advantage Bank, an Ohio bank and wholly-owned subsidiary of Camco into First Place Bank, a federal savings association and wholly-owned subsidiary of First Place. The material terms and conditions of the Merger Agreement were previously disclosed in Camco’s Current Report on Form 8-K filed on May 9, 2008, which is incorporated herein by reference.

On November 28, 2008, Camco and First Place issued a joint press release announcing the termination of the Merger Agreement, that press release is attached hereto as Exhibit 99.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit No.	Description
2	Mutual Consent and Release
99	Press Release of Camco regarding termination of Merger Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CAMCO FINANCIAL CORPORATION
By:	/s/ Richard C. Baylor
	Richard C. Baylor
	Chief Executive Officer

Date: December 1, 2008

EX-2

Exhibit 2

Mutual Consent and Release

Whereas, First Place Financial Corp (“First Place”) and Camco Financial (“Camco”) have entered into an Agreement and Plan of Merger dated May 7, 2008;

Whereas, pursuant to Section 8.1(a) thereof First Place and Camco may terminate the Agreement by mutual consent at any time before the effective date of the Merger;

Whereas, two-thirds of each of the board of directors of First Place and Camco have approved of the mutual termination in accordance with the Agreement; and

Whereas, in addition to the mutual consent to terminate, First Place and Camco desire to have a mutual release concerning the termination of the Agreement and the merger.

Now, therefore, for good and sufficient consideration, First Place and Camco hereby agree as follows:

First Place and Camco each hereby agree and consent to terminate the Agreement pursuant to section 8.1(a) of the Agreement.

First Place and Camco for themselves and their successors, representatives and assigns do hereby fully and completely release each other and their respective successors, representatives, assigns, directors, shareholders and officers from and against any and all past, present or future claims, demands, actions, obligations and damages, known or unknown, directly or indirectly, arising out of the Agreement, any facts, circumstances or events related to the merger of First Place and Camco or the termination of the Agreement.

     IN WITNESS WHEREOF, First Place and Camco have caused this Agreement to be executed by their respective officers thereunto duly authorized as of November 28, 2008.

FIRST PLACE FINANCIAL CORP.
 

By: /s/ Steven R. Lewis  

Title: President and Chief Executive Officer 

Attest:
 

By: /s/ J. Craig Carr  

Title: General Counsel and Secretary 

1

CAMCO FINANCIAL CORPORATION
 

By: /s/ Richard C. Baylor  

Title: Chairman, President and 

          Chief Executive Officer 

Attest:
 

By: /s/ Sharon K. Chorey  

Title: Assistant Corporate Secretary  

2

EX-99

EX-99

News Release

November 28, 2008	FOR IMMEDIATE RELEASE
For more information, contact:
First Place Financial Corp.	Camco Financial Corporation
Steven R. Lewis, President & CEO	Richard C. Baylor, President & CEO
David W. Gifford, CFO	740-435-2020
330-373-1221

First Place Financial Corp. and Camco Financial Corporation Merger Terminated

WARREN, Ohio and CAMBRIDGE, Ohio — First Place Financial Corp. (Nasdaq: FPFC), the holding company for First Place Bank headquartered in Warren, Ohio, and Camco Financial Corporation (Nasdaq: CAFI), the holding company for Advantage Bank headquartered in Cambridge, Ohio, announced today that, by mutual consent as provided for by the definitive agreement executed on May 7, 2008, the planned acquisition of Camco by First Place has been terminated.

Under the terms of the agreement, neither party will incur any termination fees due to the cancellation of the merger and the parties further agreed to mutually release one another from any claims of liability relating to the merger transaction.

Steven Lewis, CEO and Richard Baylor, CEO both agreed that deteriorating market conditions had adversely impacted the prospects for the proposed combination at this time and that termination of the agreement was in the best interests of their respective shareholders.

About First Place Financial Corp.

First Place Financial Corp., a $3.4 billion financial services holding company based in Warren, Ohio. First Place Financial Corp. operates 44 retail locations, 2 business financial service centers and 18 loan production offices through the First Place Bank and Franklin Bank divisions of First Place Bank. Additional affiliates of First Place Financial Corp. include First Place Insurance Agency, Ltd.; Coldwell Banker First Place Real Estate, Ltd.; TitleWorks Agency, LLC; and APB Financial Group, Ltd., an employee benefit-consulting firm and specialist in wealth management services for businesses and consumers. Information about First Place Financial Corp. may be found on the company’s website at www.firstplacebank.com.

About Camco Financial Corporation

Camco Financial Corporation, holding company of Advantage Bank, is a multi-state financial services holding company headquartered in Cambridge, Ohio. Advantage Bank and its affiliate, Camco Title Agency, offer relationship banking that includes commercial, small business and consumer financial services, internet banking and title insurance services from 23 offices in Ohio, Kentucky and West Virginia. Additional information about Camco Financial Corporation may be found on the Company’s websites at www.camcofinancial.com and www.advantagebank.com.