Exhibit 10(xxii)
SECOND AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
THIS FIRST AMENDMENT to the Change of Control agreement dated as of November 14, 2008
(“Agreement”) by and between Camco Financial Corporation, a Delaware [corporation] (“Camco”), and
(“Employee”).
RECITALS
WHEREAS, Camco and the Employee previously entered into the Agreement for the purposes described
therein; and
WHEREAS, Camco and the Employee desire to amend the Agreement as set forth herein for the purpose of
complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Camco and the Employee agree as
follows:
1. Section 2(a)(i) of the Agreement is hereby deleted in its entirety and the following shall be substituted therefor:
(i) Camco shall promptly, but in no event more than 60 days following the Employee’s date of termination, pay
to the Employee or to his beneficiaries, dependents or estate an amount equal to one (___) times the
Employee’s annual compensation as most recently set prior to the occurrence of the Change of Control.
2. Section 2(a)(ii) of the Agreement is hereby amended by adding the following to the end thereof:
Notwithstanding the foregoing, any amounts or benefits that will be paid or provided under this Section 2(a)(ii)
after completion of the time period described in Treasury Regulation §1.409A-1(b)(9)(v)(B) shall be subject to
the following requirements: (i) the amount of expenses eligible for reimbursement or benefits provided during
any taxable year of the Employee may not affect the expenses eligible for reimbursement or benefits to be
provided in any other taxable year of the Employee; (ii) any reimbursement of an eligible expense shall be made
on or before the last day of the taxable year of the Employee following the