RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made to be effective as of the 23 rd day
of January, 2009 (the “Effective Date”), by and between Camco Financial Corporation, a Delaware corporation
(the “Company”), and James E. Huston, an individual and an employee of the Company (“Huston”).
WHEREAS, Huston and the Company entered into an Employment Agreement on December 31, 2008 (the
WHEREAS, under Section 3(b) of the Employment Agreement, the Company agreed to award Huston
50,000 common shares of the Company (the “Shares”), all of which will be subject to a risk of forfeiture and
limitations on transferability (the “Restricted Stock”), as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement,
intending to be legally bound thereby:
1. Issuance of Restricted Stock . Subject to the terms and conditions set forth in this Agreement, the
Company hereby issues to Huston, in respect of his employment with and services to the Company, 50,000
Shares of Restricted Stock.
Except as otherwise provided in this Agreement, the Restricted Stock granted hereunder shall not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated and will be subject to a risk of forfeiture
until it vests as follows:
(a) 12,500 Shares on January 23, 2010;
(b) 12,500 Shares on January 23, 2011;
(c) 12,500 Shares on January 23, 2012; and
(d) 12,500 Shares on January 23, 2013.
2. Effect of Certain Terminations of Employment . If the Company terminates Huston’s employment with the
Company for any reason other than Just Cause (as defined in Section 4 of the Employment Agreement), the
Restricted Stock that has not become vested in accordance with Section 1 hereof shall immediately vest as of the
date of such termination. If there is a Change in Control (as