Summary of CAMCO FINANCIAL CORP

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 21, 2009, the Compensation Committee and the Board of Directors of Camco Financial Corporation approved the 2009 Incentive Award Plan. The 2009 Plan provides an award for executive officers of Camco and its subsidiaries based on the achievement of certain corporate goals. It is anticipated that, for everyone other than Mr. Huston, the award will be paid 43% in cash and 57% in options to acquire Camco stock. The Compensation Committee set specific threshold, target and maximum dollar amounts and weightings for each of the corporate goals, which are set forth below. If the threshold is not met for a particular goal, no award will be paid for that goal. For Messrs. Huston, Brooks and Caldwell, there is a discretionary amount that the Compensation Committee or full Board of Directors may award. For Ms. Tipton, there is no discretionary amount, rather there are personal goals that she must meet.

             Corporate Goal                       Threshold               Target               Maximum            Weighting
Pre-Tax Earnings                                $    250,000          $    750,000          $  1,250,000                30 %
Classified Assets                                 80,000,000            75,000,000            70,000,000                30
Non-Performing Assets (Non-Accrual)               59,000,000            57,000,000            55,000,000                30
Discretionary (Tipton- Personal Goals)                     -                     -                     -                10

                                                                                                                       100 %

Below are the total amounts that may be awarded to the CEO, CFO and each of the other Named Executive Officers under the 2009 Plan:

                                                 Percent of Base Salary                                         Total Award Value Potential
   Named Executive             Threshold               Target                   Maximum              Threshold           Target              Maximum
James E. Huston               75% in cash         100% in cash plus        150% in cash plus        $ 516,250          $ 737,500          $ 1,032,500
                             plus 100% in           150% in stock            200% in stock
                             stock options             options                  options
James E. Brooks                  22.50                  45.00                    60.00                 28,125             56,250               75,000
David S. Caldwell                18.75                  37.50                    50.00                 27,019             54,038               72,050
Kristina K. Tipton               11.25                  22.50                    30.00                  9,000             18,000               24,000

The number of options will be determined using the fair market value of Camco's stock on the date the award is determined, which is expected to be in the early part of the first quarter of 2010. Options will be awarded under the 2002 Equity Incentive Plan and will vest over five years.