SCHEDULE 14A INFORMATION
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CAMCO FINANCIAL CORPORATION
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CAMCO FINANCIAL CORPORATION
6901 GLENN HIGHWAY
CAMBRIDGE, OHIO 43725
(740) 435-2020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 2004 Annual Meeting of Stockholders of Camco Financial Corporation
("Camco") will be held at Camco's Corporate Center, 6901 Glenn Highway,
Cambridge, Ohio 43725, on April 27, 2004, at 4:00 p.m., Eastern Daylight Time
(the "Annual Meeting"), for the following purposes:
1. To elect two directors of Camco for terms expiring in 2007;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only Camco stockholders of record at the close of business on March 12,
2004, will be entitled to vote at the Annual Meeting and at any adjournments
thereof. Whether or not you expect to attend the Annual Meeting, we urge you to
consider the accompanying proxy statement carefully and to SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED. Giving
a proxy does not affect your right to vote in person in the event you attend the
Annual Meeting.
By Order of the Board of Directors
March 22, 2004 D. Edward Rugg, Secretary
CAMCO FINANCIAL CORPORATION
6901 GLENN HIGHWAY
CAMBRIDGE, OHIO 43725
(740) 435-2020
PROXY STATEMENT
PROXIES
The Board of Directors of Camco Financial Corporation ("Camco") is
soliciting proxies in the form accompanying this Proxy Statement, for use at the
2004 Annual Meeting of Stockholders of Camco to be held at Camco's Corporate
Center, 6901 Glenn Highway, Cambridge, Ohio 43725, on April 27, 2004, at 4:00
p.m., Eastern Daylight Time, and at any adjournments thereof (the "Annual
Meeting"). Only stockholders of record as of the close of business on March 12,
2004 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such stockholder will be entitled to cast one vote for each share owned. As
of the Voting Record Date, there were 7,352,150 votes entitled to be cast at the
Annual Meeting.
Each properly executed proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted FOR the reelection of Terry A. Feick
and Susan J. Insley as directors of Camco for terms expiring in 2007.
The directors, officers and other employees of Camco may solicit
proxies in person or by telephone, telegraph or mail only for use at the Annual
Meeting. Proxies may be revoked by (a) delivering a written notice expressly
revoking the proxy to the Secretary of Camco at the above address prior to the
Annual Meeting, (b) delivering a later dated proxy to Camco at the above address
prior to the Annual Meeting, or (c) attending the Annual Meeting and voting in
person. The cost of soliciting proxies will be borne by Camco.
This Proxy Statement is first being mailed to stockholders of Camco on
or about March 22, 2004.
ELECTION OF DIRECTORS
The Board of Directors proposes the reelection of the following persons
to terms that will expire in 2007:
Director
Name Age Position(s) held since
--------------- --- ---------------- --------
Terry A. Feick 54 Director 2000
Susan J. Insley 58 Director 2002
TERRY A. FEICK retired as the Superintendent of Schools for the
Washington Court House City Schools in December 2001, a position he had held
since 1991.
SUSAN J. INSLEY is the Executive Vice President and Principal of
Cochran Public Relations, Inc., Columbus, Ohio, a position she has held since
1996.
1
Under Delaware law and Camco's Bylaws, the two nominees receiving the
greatest number of votes will be elected as directors. Abstentions, shares not
voted by brokers and votes withheld are not counted toward the election of
directors.
In accordance with Section 3.13 of the Bylaws, nominees for election as
directors may be proposed only by the directors or by a stockholder. Camco's
Corporate Governance and Nominating Committee recommended to Camco's Board of
Directors this year's director nominees. The Corporate Governance and Nominating
Committee believes that candidates for director should have certain minimum
qualifications, including being able to read and understand basic financial
statements, having business experience, exhibiting high moral character and
owning at least 100 shares of Camco stock; however, the Committee retains the
right to modify these minimum qualifications from time to time. The Committee
has a general process for choosing nominees, which process considers both
incumbent directors and new candidates. In evaluating an incumbent director
whose term of office is set to expire, the Committee reviews such director's
overall service to Camco during his or her term, including the number of
meetings attended, level of participation, quality of performance and any
transactions of such director with Camco during his or her term. If the
Committee chooses to evaluate new director candidates, the Committee uses its
network of contacts to compile a list of potential candidates. Then, the
Committee determines whether such candidates are independent, which
determination is based upon applicable securities laws, the rules and
regulations of the SEC, the rules of the National Association of Securities
Dealers and the advice of counsel, if necessary. Finally, the Committee meets to
discuss and consider all candidates' qualifications and then chooses a candidate
by majority vote.
The Committee will consider director candidates recommended by
stockholders, provided that the stockholder is entitled to vote for directors
and has submitted a written nomination to the Secretary of Camco by the sixtieth
day before the first anniversary of the most recent annual meeting of
stockholders held for the election of directors. Each such written nomination
must state the name, age, business and residence address of the nominee, the
principal occupation or employment of the nominee, the number of each class of
shares of Camco owned either beneficially or of record by each such nominee and
the length of time such shares have been so owned. The Committee does not intend
to alter the manner in which it evaluates candidates, including the minimum
criteria set forth above, when evaluating a candidate who was recommended by a
stockholder.
Camco has not implemented a formal policy regarding director attendance
at the Annual Meeting. Typically, the Board of Directors holds a meeting
immediately prior to the Annual Meeting, which results in most directors being
able to attend the Annual Meeting. In 2003, all directors attended the Annual
Meeting.
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INCUMBENT DIRECTORS
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
Director Term
Name Age Position(s) held Since Expires
----------------- --- ----------------------- -------- -------
Richard C. Baylor 49 President 2001 2006
Chief Executive Officer
Chief Operating Officer
Robert C. Dix, Jr. 64 Director 1994 2006
Paul D. Leake 63 Director 1996 2006
Larry A. Caldwell 67 Chairman of the Board 1970 2005
Carson K. Miller 58 Director 2002 2005
Samuel W. Speck 67 Director 1991 2005
Jeffrey T. Tucker 46 Director 1987 2005
RICHARD C. BAYLOR was named President of Camco on January 1, 2000, and
Chief Executive Officer on January 1, 2001. He has been Camco's Chief Operating
Officer since October 21, 1998. From October 21, 1998 until January 1, 2000, Mr.
Baylor was the Executive Vice President of Camco. From August 1989 to June 1998,
Mr. Baylor was employed as a Vice President of Lending by State Savings Bank,
Columbus, Ohio. Mr. Baylor is also a director of each of Camco's subsidiaries.
ROBERT C. DIX, JR. is Publisher of The Daily Jeffersonian, Cambridge,
Ohio, and is one of the five principals of the group known as Dix Communication.
Mr. Dix is Executive Vice President of Wooster Republican Printing Company,
which owns a group of newspapers and radio stations. Mr. Dix is also President
of MDM Broadcasting, a television station holding company, which is a
wholly-owned subsidiary of Wooster Republican Printing Company.
PAUL D. LEAKE retired in June 2001 as the President and Chief Executive
Officer of First Bank for Savings, a position he had held since 1976.
LARRY A. CALDWELL is the Chairman of the Board of Directors of Camco, a
position he has held since January 1996. Mr. Caldwell was the Chief Executive
Officer of Camco from Camco's organization in 1970 until January 1, 2001. Mr.
Caldwell is the father of David S. Caldwell.
CARSON K. MILLER retired in 2002 as the President of Washington State
Community College in Marietta, Ohio, a position he had held since 1985.
SAMUEL W. SPECK is the director of the Ohio Department of Natural
Resources. Prior to joining the cabinet of the Governor of Ohio, Dr. Speck
served as President of Muskingum College, New Concord, Ohio from 1986 to 1999.
JEFFREY T. TUCKER is a Certified Public Accountant and a partner in the
accounting firm of Tucker & Tucker, Cambridge, Ohio.
BOARD MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors of Camco met six times for regularly scheduled
meetings during the year ended December 31, 2003. Each director attended at
least 75% of the aggregate of the total number of the
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Board of Directors' meetings and the total number of meetings held by committees
on which such director served during 2003. The Board has determined that each
director is independent under Rule 4200(a)(15) of Nasdaq's listing standards,
except Messrs. Baylor and Caldwell.
The Board of Directors of Camco has a Compensation Committee whose
members are Ms. Insley and Messrs. Feick and Miller. The Compensation Committee
establishes the compensation of the senior executive officers of Camco and its
subsidiaries after conducting a review of the performance of each of these
officers with the Board of Directors and the Corporate Governance Committee. The
Compensation Committee's other responsibilities include recommending the
compensation to be paid to directors of Camco and its subsidiaries each year.
The Compensation Committee met six times during 2003.
The Board of Directors of Camco has an Audit Committee, whose members
are Messrs. Tucker, Dix and Miller. The Board of Directors has determined that
Mr. Tucker qualifies as a financial expert. The Audit Committee's
responsibilities include selecting an independent accounting firm to audit Camco
and its subsidiaries, overseeing the audit, and evaluating the accounting firm's
performance. A more detailed description of the Audit Committee's functions is
set forth in its charter, which is attached as Exhibit A. The Audit Committee
met five times during 2003.
The Board of Directors of Camco has a Corporate Governance and
Nominating Committee, whose members are Messrs. Speck, Feick and Dix and Ms.
Insley. The Corporate Governance and Nominating Committee provides a forum for
independent directors to address issues of corporate governance, including the
selection of nominees for director. The Corporate Governance and Nominating
Committee operates pursuant to a written charter, which is attached as Exhibit
B.
The Board of Directors of Camco has an Executive Committee whose
members are Messrs. Caldwell, Baylor, Speck and Tucker and Ms. Insley. The
Executive Committee provides a forum for exercising the power and authority of
the Board of Directors when the Board is not in session, subject to certain
limitations. The Executive Committee did not meet during 2003.
Each non-employee director of Camco receives a retainer of $5,300 per
year for service on the board of Camco and $825 for each Board meeting attended,
with one paid absence per year. Each director of Camco is also a director of
Advantage Bank. Each non-employee director receives a retainer for $5,200 per
year for service on the Board of Advantage Bank and $425 per board meeting
attended, with one paid absence per year. In addition, directors who are not
executive officers of Camco receive a fee of $400 for each committee meeting
attended, except that if the committee meeting is held on the same day as a
Board of Directors' meeting the fee is $200.
EXECUTIVE OFFICERS
The following information is supplied for certain executive officers of
Camco and Advantage Bank who do not serve on Camco's Board of Directors.
D. EDWARD RUGG has served as the Secretary of Camco since January 2001
and as the Executive Vice President and Chief Operating Officer of Advantage
Bank since May 2001. Mr. Rugg was President and Chief Executive Officer of
Cambridge Savings Bank from January 1996 until May 2001. Mr. Rugg joined Camco
in 1976.
MARK A. SEVERSON has served as the Treasurer and Chief Financial
Officer of Camco and Chief Financial Officer and Senior Vice President of
Advantage Bank since November 2001. From May 1990
4
to May 2001, Mr. Severson was a Senior Vice President and Chief Financial
Officer of FCNB Corp., Frederick, Maryland.
DAVID S. CALDWELL has served as the Senior Vice President in charge of
retail banking and financial services of Advantage Bank since December 2001.
Since July 2001, Mr. Caldwell has been the Division President of Cambridge
Savings. Mr. Caldwell joined Camco in September 2000 as President and Chief
Executive Officer of Westwood Homestead Savings Bank in Cincinnati, Ohio. Prior
to joining Camco, Mr. Caldwell served for three years as a Senior Vice President
of Central Carolina Bank & Trust, Durham, North Carolina. Mr. Caldwell is the
son of Larry A. Caldwell.
EDWARD A. WRIGHT has served as the Senior Vice President in charge of
operations of Advantage Bank since December 2001. Previously, Mr. Wright served
as the Vice President of Operations at Advantage Bank from July 2001 until
December 2001. Mr. Wright joined Cambridge Savings Bank in 1984 and served as
Vice President and Chief Operating Officer of Cambridge Savings Bank since 1994
until July 2001.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to Mr. Baylor and
the other four highest compensated executive officers of Camco who received cash
and cash equivalent compensation in excess of $100,000 for services rendered to
Camco and its subsidiaries (the "Named Executive Officers"):
Annual compensation Long term
------------------------------------------- compensation
awards (1)
Other annual --------------------- All other
compensation Securities underlying compensation
Name and principal position Year Salary ($) Bonus ($)(1) ($) options/SARs(#) ($)
-------------------------------- ---- ---------- ------------ ------------ --------------------- ------------
Richard C. Baylor, President and 2003 $231,750 $10,822 $1,254 5,042 $38,429(2)
Chief Executive Officer 2002 225,000 33,894 78 16,810 18,394
2001 182,442 49,425 - - 29,341
D. Edward Rugg, Secretary of 2003 160,000 7,471 1,968 2,610 32,820(2)
Camco and Executive Vice 2002 156,000 23,500 136 8,741 29,896
President and Chief Operating 2001 140,395 22,680 - - 8,823
Officer of Advantage Bank
Mark A. Severson, Treasurer and 2003 148,700 6,944 478 1,617 17,346(2)
Chief Financial Officer 2002 145,000 21,843 47 5,416 -
2001 19,798 - - - -
David S. Caldwell, Senior Vice 2003 131,125 6,123 1,105 1,426 9,332(2)
President (Retail Banking) of 2002 129,875 19,565 49 4,854 6,208
Advantage Bank 2001 127,144 16,396 - 2,500 120,870
Larry A. Caldwell, 2003 125,000 - - - 1,193
Chairman of the Board 2002 119,308 - - - 435
2001 201,490 25,000 - - 36,833
-------------------------
(1) 2003 Bonus amounts and options to acquire shares of Camco stock are
based upon performance in fiscal year 2003, but are paid in January
2004.
(2) Consists of employer contributions to the Camco 401(k) Plan for each
officer as follows: Mr. Baylor- $10,057, Mr. Rugg- $6,890, Mr.
Severson- $7,100, Mr. David Caldwell- $6,255, and Mr. Larry Caldwell-
$1,193; and accruals for salary continuation agreements as follows: Mr.
Baylor- $28,372, Mr. Rugg- $25,930, Mr. Severson- $10,246, and Mr.
David Caldwell- $3,077.
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STOCK OPTIONS
The following table sets forth information regarding all grants of
options to purchase shares of Camco made to Named Executive Officers during the
year ended December 31, 2003:
Option Grants In Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
---------------------------------------------------------- -----------------------
Number of % of Total Options
Securities Granted to Employees Exercise
Underlying Options in Price Expiration
Name Granted (#)(1) 2003 Fiscal Year ($/Share) Date 5% ($) 10% ($)
----------------- ------------------ -------------------- --------- ---------- -------- --------
Richard C. Baylor 16,810 29.5% $16.13 1/22/2013 $170,453 $432,185
D. Edward Rugg 8,741 15.4 16.13 1/22/2013 88,634 224,731
Mark A. Severson 5,416 9.5 16.13 1/22/2013 54,918 139,245
2,000(2) 3.5 16.13 1/22/2013 20,280 51,420
David S. Caldwell 4,851 8.5 16.13 1/22/2013 49,189 124,719
-------------------------
(1) Except as otherwise specifically noted, the options were granted on
January 22, 2003 and vest at a rate of 20% each year, beginning on the grant
date.
(2) The options were granted on January 22, 2003 and vest in three equal
annual installments, beginning on January 22, 2004.
The following table sets forth information regarding the number and
value of unexercised options held by the Named Executive Officers at December
31, 2003:
Aggregated Option/SAR Exercises in Last Fiscal Year and 12/31/03 Option/SAR Values
----------------------------------------------------------------------------------------
Number of Value of unexercised
securities underlying "in the money"
Shares unexercised options options at
acquired on Value at 12/31/03(#) 12/31/03($)(1)
Name exercise(#) realized($) Exercisable/Unexercisable Exercisable/Unexercisable
----------------- ----------- ----------- ------------------------- -------------------------
Richard C. Baylor 10,250 50,105 3,362/13,448 $ 4,034/16,138
D. Edward Rugg 1,651 13,390 11,582/6,993 60,937/8,391
Mark A. Severson -0- N/A 3,083/7,333 13,240/13,569
David S. Caldwell -0- N/A 5,970/3,881 35,039/4,657
Larry A. Caldwell 4,700 33,688 18,700/0 120,586/0
(1) The value of the options was determined by multiplying the number of
"in the money" options by the difference between the applicable option
exercise price and the fair market value of a share of Camco common
stock, which was $17.33 on December 31, 2003, based on the closing bid
price reported by The Nasdaq Stock Market.
6
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Camco's business consists primarily of the business of Advantage Bank
and its subsidiaries and or affiliates. The financial results of Camco are
primarily a function of Advantage Bank's achievement of its goals as set forth
in its business plan. Executives are compensated for their contribution to the
achievement of these goals, which benefits the stockholders, customers,
employees, and the communities in which Camco operates.
During 2003, Larry A. Caldwell, the Chairman of the Board, received his
compensation entirely from Camco. Richard C. Baylor, the President, Chief
Executive Officer and Chief Operating Officer, and Mark A. Severson, the
Treasurer and Chief Financial Officer, each received 50% of his compensation
from Advantage Bank and 50% from Camco. Camco's Compensation Committee (the
"Committee") recommends to Camco's Board of Directors the executive compensation
for senior executive officers. Membership of the Committee is composed
exclusively of directors who meet the independence criteria of Nasdaq. The
Committee is dedicated to the philosophy of linking executive compensation to
the achievement of Advantage Bank's goals and the resulting performance of
Camco.
Executive Compensation Philosophy and Process
The compensation levels of the executive officers, including the Chief
Executive Officer, are reviewed each year by the Committee. The Committee also
assesses each executive officer's contribution to Camco, the skills and
experience of each executive officer and the on-going potential of each
executive officer. Total corporate return performance is also a consideration in
determining executive officer compensation. The Committee's determinations are
presented to the full board of directors, but directors who are also executive
officers do not participate in discussions regarding their own compensation.
The overall objective of the executive compensation program is to
provide competitive levels of compensation that will attract and retain
qualified executives and will reward individual performance, initiative and
achievement, while enhancing overall corporate performance and shareholder
value. The program is designed to align senior management compensation with the
goals of the Camco business plan by creating strong incentives to manage
business successfully from both a financial and operating perspective. The
executive compensation program is structured to accomplish the following
specific objectives:
1) Align the interests of management with the interests of the
stockholders;
2) Clearly motivate management to perform and succeed according to
the goals outlined in the business plan;
3) Retain key personnel critical to Camco's long-term success;
4) Emphasize formula-based components, such as incentive plans, in
order to better focus management efforts in its execution of the
business plan;
5) Maintain pay for performance as an integral component of the
program by utilizing incentive plans that emphasize corporate
success;
6) Maintain a corporate environment which encourages stability and a
long-term focus for both Camco and its management; and
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7) Ensure that management: (a) fulfills its overall responsibility to
its constituents, including stockholders, customers, employees,
the community and government regulatory agencies; (b) conforms its
business conduct to the highest ethical standards; (c) remains
free from any influences that could impair or appear to impair the
objectivity and impartiality of its judgement or treatment of
Camco's constituents; and (d) continues to avoid any conflict
between its responsibilities to Camco and each individual's
personal interests.
The Committee utilizes independent compensation surveys of officers in
the thrift industry, taking into account comparable asset bases and geographic
locations. Performance comparisons include rankings based on return on average
equity, return on average assets, efficiency ratio, asset quality and total
return on a company's stock price, among other factors. Compensation data
utilized for comparisons is generally annual cash compensation including base
salary and most forms of cash bonus and annual incentive awards.
Components of the Program
The program's compensation elements include cash compensation,
including base salary and an incentive-based bonus plan, and stock-based
compensation. The incentive plans have been designed to reflect corporate
performance, individual performance, and alignment with the interests of Camco's
stockholders. Superior corporate or individual performance should result in
compensation which, when combined with incentives, would place overall
compensation at or above that of the peer group median.
Base salary forms the foundation of the compensation program as it
represents income not at risk. The Committee believes that base salary should
function as an anchor: large enough that the executive is comfortable remaining
in Camco's employ, but not so large as to conflict with the executive's
motivation to work diligently to increase shareholder value. An individual's
base salary is directly related to his or her position, job responsibilities,
accountability, performance and contribution to Camco.
Camco maintains both a short-term cash bonus plan and a long-term
stock-based incentive plan. Bonus and incentive plan awards for the Named
Executive Officers are based on the achievement of corporate performance
objectives which are established by Camco's Compensation Committee at the
beginning of each year. The performance objectives include four primary
elements, consisting of return on average tangible equity, earnings per share
growth, efficiency ratio improvement and net interest margin growth, which
account for 60% of the total performance measurement. Secondary objectives,
which account for 40% of the performance measurement, include deposit growth,
loan volume and non-interest income growth.
The cash bonus amounts range from 0% to 25% of the officer's base
salary, subject to the percentage of performance measurements achieved.
Additional discretionary bonus amounts may also be awarded under the cash bonus
plan in recognition of other achievements, such as merger and acquisition
activities, which are not part of the established performance objectives.
The long-term incentive plan provides for the award of stock options of
varying levels for each of the Named Executive Officers, ranging in amount from
0% to a maximum of between 100% and 200% of the officer's base salary, subject
to the percentage of performance measurements achieved. Options are issued at
market prices and typically vest at a rate of 20% each year beginning on the
grant date and have a term of ten years. This element of the executive
compensation program is designed to align the interests of the executive with
corporate shareholder objectives since the price performance of Camco's common
stock directly affects the value of these long-term awards.
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Determination of CEO's Compensation
The Committee determined the compensation for Mr. Baylor for 2004
pursuant to the policies described above for executive officers. Additional
factors considered included merger and acquisition activities, continued
updating and implementation of Camco's strategic plan and subsidiary oversight
and progress. The Committee increased Mr. Baylor's base compensation by $5,794,
or 2.5%, bringing his base salary to $237,544 for 2004. Camco achieved 18.68% of
the performance targets established by the Committee for 2003. Based on that
level of achievement, Mr. Baylor was awarded a cash bonus of $10,822 and he was
awarded options for a number of Camco shares having a market value on the date
of grant of $86,571.
Submitted by the Compensation Committee of Camco's Board of Directors:
Susan J. Insley, Chairman
Terry A. Feick
Carson K. Miller
Jeffrey T. Tucker
COMPENSATION COMMITTEE INTERLOCKS
During 2003, no member of the Compensation Committee was a current or
former executive officer or employee of Camco or one of its subsidiaries or had
a reportable business relationship with Camco or one of its subsidiaries.
9
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Camco's
common stock with the cumulative total return of an index of companies whose
shares are traded on Nasdaq, the Peer Group index, and the SNL All Bank & Thrift
Index for the same period. Last year, Camco used the Peer Group Index as an
indicator of how Camco compares to other peers in its line of business. However,
several of the companies used for this index were acquired in the last year and
are no longer appropriate peers of Camco. As a result, Camco believes that the
SNL All Bank & Thrift Index is now a better index of peers to use as a
comparison.
[PERFORMANCE GRAPH]
PERIOD ENDING
--------------------------------------------------------------------
INDEX 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
-------------------------------- -------- -------- -------- -------- -------- --------
Camco Financial Corporation 100.00 74.34 74.29 100.95 117.32 148.12
NASDAQ - Total US 100.00 185.95 113.19 89.65 61.67 92.90
Camco Financial 2002 Peer Group* 100.00 87.04 103.91 134.11 162.20 217.02
SNL All Bank & Thrift Index 100.00 95.67 115.57 117.28 110.20 149.40
* The Camco Financial 2002 Peer Group includes American Financial Holdings,
Inc., Connecticut Bancshares, Inc., CFS Bancorp, Inc., Berkshire Hills Bancorp,
Inc., First Essex Bancorp, Inc., Troy Financial Corp., First Place Financial
Corp., United Community Financial Corp., Klamath First Bancorp, Inc., ESB
Financial Corp., First Financial Holdings, Inc., Anchor BanCorp Wisconsin, Inc.,
and First Federal Capital Corp.
10
EMPLOYMENT AGREEMENTS
Camco has an employment agreement with Richard C. Baylor for a term
ending January 31, 2007. The agreement provides for a base salary of not less
than $237,544 and a performance review by the Board of Directors not less often
than annually, at which time the Board of Directors may extend the term of the
agreement. The agreement also provides for the inclusion of Mr. Baylor in any
formally established employee benefit, bonus, pension and profit-sharing plans
for which senior management personnel are eligible and provides for vacation and
sick leave.
Mr. Baylor's employment is terminable by Camco at any time. In the
event of termination by Camco other than for just cause or in connection with a
"change of control," as defined in the agreement, Mr. Baylor will be entitled to
(i) a continuation of salary payments for the remainder of the term of his
agreement and (ii) a continuation of health, life and disability insurance
benefits substantially equal to those being provided at the date of termination
of employment until the earliest to occur of the end of the term of the
agreement or the date Mr. Baylor becomes employed full-time by another employer.
The agreement also contains provisions with respect to the occurrence
within one year after a "change of control" of (1) the termination of Mr.
Baylor's employment for any reason other than just cause, (2) a change in the
capacity or circumstances in which Mr. Baylor is employed or (3) a material
reduction in Mr. Baylor's responsibilities, authority, compensation or other
benefits provided under the agreement without the written consent of Mr. Baylor.
In the event of any such occurrence, Mr. Baylor will be entitled to payment of
an amount equal to three times his average annual compensation for the three
taxable years immediately preceding the termination of employment. In addition,
Mr. Baylor is entitled to continued coverage under all health, life and
disability benefit plans until the earlier of the end of the term of the
agreement or the date on which Mr. Baylor is included in another employer's
benefit plans as a full-time employee. The maximum which Mr. Baylor may receive,
however, is limited to an amount which will not result in the imposition of a
penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code.
Camco also has an employment agreement with Larry A. Caldwell for a
one-year term commencing November 9, 2003. The agreement provides for a base
salary of $125,000 and provides for the inclusion of Mr. Caldwell in any
tax-qualified employee benefit, pension and profit-sharing plans for which
senior management personnel are eligible. The agreement is terminable by Camco
at any time. In the event of termination by Camco other than for just cause or
in connection with a "change of control," as defined in the agreement, Mr.
Caldwell will be entitled to a continuation of salary payments for the remainder
of the term of his agreement. In the event of the voluntary or involuntary
termination of Mr. Caldwell's employment for any reason other than just cause
within one year after a "change of control", Mr. Caldwell would receive a change
of control payment of $374,999.
CHANGE OF CONTROL AGREEMENTS
Camco has change of control agreements with Edward D. Rugg, Mark A.
Severson and David S. Caldwell. Each agreement is for a term of one year and
provides for annual performance reviews by the Board of Directors, at which time
the Board of Directors may extend the agreement for an additional one-year
period.
Each agreement provides that if the officer is terminated by Camco or
its successors for any reason other than just cause, within six months prior to
a change of control, as defined in the agreement, or within one year after a
change of control, Camco will pay (1) the officer an amount equal to two times
the amount of his annual salary and (2) the premiums required to maintain
coverage under the health insurance plan in which the officer is a participant
immediately prior to the change of control until the
11
earlier of (i) the first anniversary of his termination or (ii) the date the
officer is included in another employer's benefit plans. The officer will also
be entitled to the above payments if he voluntarily terminates his employment
within twelve months following a change of control if (1) the capacity or
circumstances in which the officer is employed are changed; (2) the officer no
longer holds his specified office; (3) the officer is required to move his
personal residence, or perform his principal executive functions, more than
thirty-five miles from his primary office as of the date of the agreement; or
(4) Camco otherwise breaches the agreement. The maximum amount that the officer
may receive under the agreement is limited to an amount which will not result in
the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Code.
SALARY CONTINUATION AGREEMENTS
Advantage Bank has entered into Salary Continuation Agreements with
each of Richard C. Baylor, Edward D. Rugg, Mark A. Severson and David S.
Caldwell (the "Salary Continuation Agreements"). Each Salary Continuation
Agreement provides for continued monthly compensation to the employee, or his
beneficiary, for a period of 15 years following the employee's termination of
employment for any reason other than Early Termination or Termination for Cause
(as defined in the Salary Continuation Agreement). Early Termination is defined
in the Salary Continuation Agreements to mean termination of employment before
age 65 for reasons other than death, Disability (as defined in the Salary
Continuation Agreement), Termination for Cause or following a Change of Control
(as defined in the Salary Continuation Agreement).
Upon termination of employment after the employee reaches age 65, each
employee will receive the following maximum amounts, divided into 12 monthly
payments, annually for 15 years: Mr. Baylor - $410,100; Mr. Rugg - $98,300; Mr.
Severson - $197,400; and Mr. David Caldwell - $140,900. In the event of Early
Termination, termination for Disability or upon a Change of Control, the
employee will receive monthly payments for a period of 15 years, in an amount
equal to the accrual balance, which amount increases annually at a specified
rate until it reaches the maximums set forth above. If an employee is terminated
upon a Change of Control, the employee may elect to have the present value of
the monthly payments made in a single lump sum payment. An employee is not
entitled to any payments upon Termination for Cause.
SALARY CONTINUATION PLAN
In connection with the termination of its non-contributory defined
benefit pension plan in 1996, Camco implemented a non-qualified retirement plan
(the "1996 Salary Continuation Plan") for the benefit of certain executive
officers. Mr. Rugg is the only Named Executive Officer who is a participant in
this plan. The 1996 Salary Continuation Plan provides for continued monthly
compensation to Mr. Rugg, or his beneficiary, for 179 months following his
retirement at age 65 from Advantage Bank. If Mr. Rugg retires after age 55 or
after having completed 15 years of full-time service (the "Early Retirement
Date"), and before age 65, the 1996 Salary Continuation Plan provides for a
reduced benefit. Upon a change in control of Advantage Bank and the subsequent
termination of Mr. Rugg's employment, he is entitled to a lump sum payment of a
reduced amount. If Mr. Rugg's employment is terminated prior to the Early
Retirement Date for any reason other than death, he is not entitled to receive
any benefits under the 1996 Salary Continuation Plan.
SPLIT-DOLLAR PLAN
Flexible payment universal life insurance policies, which are carried
on the books of Camco as tax-free earning assets, have been purchased on the
lives of certain employees, including Messrs. Baylor, Rugg, Severson and D.
Caldwell. Upon the death of the participating employee, a beneficiary named by
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the employee will receive the lesser of (1) two times the employee's base salary
for the 12 months preceding the month in which the employee dies up to a maximum
of $300,000, or (2) the total death proceeds of the life insurance policy. The
balance of the life insurance proceeds will be payable to Camco or the
applicable subsidiary and are expected to be sufficient to cover all investment
costs associated with the policy.
EXECUTIVE DEFERRED COMPENSATION AGREEMENTS
Executives may elect to defer annually the payment of up to $30,000 of
their salary until a specified date or until they are no longer associated with
Camco. Interest is credited on the deferral amounts at an annual rate equal to
75% of Camco's return on equity rate for the preceding year, not to exceed a
return on equity of 20%.
OWNERSHIP OF CAMCO SHARES
As of March 12, 2004, no persons were known by Camco to own
beneficially more than 5% of the outstanding shares of Camco's common stock.
The following table sets forth certain information regarding the number
of shares of common stock of Camco beneficially owned by each incumbent director
and nominee of Camco and by all directors and executive officers of Camco as a
group as of March 12, 2004:
Sole voting Shared voting Percentage of
and and/or shares
Name and address (1) investment power (2) investment power outstanding
----------------------------------- -------------------- ----------------- -------------
Richard C. Baylor 20,026 22,421 *
Larry A. Caldwell 92,149 133,858 3.1%
Robert C. Dix, Jr. 10,668 4,980 *
Terry A. Feick 0 5,602 *
Susan J. Insley 0 706 *
Paul D. Leake 83,584 20,813 1.4
Carson K. Miller 180 706 *
Samuel W. Speck 1,050 22,003 *
Jeffrey T. Tucker 16,295 706 *
D. Edward Rugg 97,074 23,812 1.6
Mark A. Severson 7,156 46 *
David S. Caldwell 9,513 16,244 *
All directors and executive
officers as a group (13 persons) 346,628 268,499 8.3
-------------------------
* Less than 1% of the outstanding shares.
(1) Each of the persons listed in this table may be contacted at the
address of Camco, 6901 Glenn Highway, Cambridge, Ohio 43725.
(2) Includes the following number of shares that may be acquired upon the
exercise of options: Mr. Baylor - 7,732; Mr. L. Caldwell - 17,700; Mr.
Dix - 1,050; Mr. Leake - 29,028; Mr. Speck - 1,050; Mr. Tucker - 3,544;
Mr. Rugg - 11,852; Mr. Severson - 5,156; Mr. D. Caldwell - 7,225; and
directors and executive officers as a group - 93,270.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Camco's
executive officers and directors, and persons who own more than ten percent of
Camco's common stock, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission and to provide
Camco with a copy of such form. Based on Camco's review of the copies of such
forms it has received, Camco believes that its executive officers and directors
complied with all filing requirements applicable to them with respect to
transactions during the fiscal year ended December 31, 2003, except for the
following: Mr. Rugg had one late Form 4 reporting one transaction; Mr. Leake had
two late Forms 4 reporting one transaction each and another late Form 4
reporting two transactions; and Mr. Wright had one late Form 4 reporting one
late transaction.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of Camco is comprised of
three directors, all of whom are considered "independent" under Rule 4200(a)(15)
of Nasdaq's listing standards. The Audit Committee is responsible for overseeing
Camco's accounting functions and controls, as well as selecting an accounting
firm to audit Camco's financial statements. The Audit Committee has adopted a
charter, which is attached as Exhibit A.
The Audit Committee received and reviewed the report of Grant Thornton,
LLP ("Grant Thornton") regarding the results of their audit, as well as the
written disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1. The Audit Committee determined that the
provision by Grant Thornton of the services included in the table below under
"All Other Fees" is compatible with maintaining Grant Thornton's independence.
The Audit Committee reviewed the audited financial statements with the
management of Camco. A representative of Grant Thornton also discussed with the
Audit Committee the independence of Grant Thornton from Camco, as well as the
matters required to be discussed by Statement of Auditing Standards 61, as may
be amended from time to time. Discussions between the Audit Committee and the
representative of Grant Thornton included the following:
- Grant Thornton's responsibilities in accordance with generally
accepted auditing standards
- The initial selection of, and whether there were any changes in,
significant accounting policies or their application
- Management's judgments and accounting estimates
- Whether there were any significant audit adjustments
- Whether there were any disagreements with management
- Whether there was any consultation with other accountants
- Whether there were any major issues discussed with management
prior to Grant Thornton's retention
- Whether Grant Thornton encountered any difficulties in performing
the audit
- Grant Thornton's judgments about the quality of Camco's accounting
principles
- Grant Thornton's responsibilities for information prepared by
management that is included in documents containing audited
financial statements
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Based on its review of the financial statements and its discussions
with management and the representative of Grant Thornton, the Audit Committee
did not become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K for the year ended December 31, 2003, to be filed with the SEC.
Jeffrey T. Tucker, Chairman
Robert C. Dix, Jr.
Carson K. Miller
AUDIT FEES
The aggregate fees billed by Grant Thornton to the Company for the
years ended December 31, 2003 and 2002 are as follows:
2003 2002
---- ----
Audit Fees 143,125 151,780
Tax Fees (1) 11,800 24,015
All Other Fees (2) 7,340 17,375
------- -------
Total Fees 162,265 193,170
======= =======
-------------------------
(1) Permissible tax services include tax compliance, tax planning and tax
advice that do not impair the independence of the auditor and that are
consistent with the SEC's rules on auditor independence. 2002 includes
amended tax returns and the final returns due to the acquisition of
Columbia.
(2) Assistance with strategic planning, rate swap transactions, purchase
price accounting, regulatory compliance, and Form 1099 and W-2
reporting.
PROPOSALS OF STOCKHOLDERS AND COMMUNICATION WITH THE BOARD
Any proposals of stockholders intended to be included in Camco's proxy
statement for the 2005 Annual Meeting of Stockholders (other than nominations
for directors, as explained herein at "ELECTION OF DIRECTORS") should be sent to
Camco by certified mail and must be received by Camco not later than November
22, 2004. In addition, if a stockholder intends to present a proposal at the
2005 Annual Meeting without including the proposal in the proxy materials
related to the meeting, and if the proposal is not received by February 5, 2005,
then the proxies designated by the Board of Directors of Camco for the 2005
Annual Meeting of Stockholders of Camco may vote in their discretion on any such
proposal any shares for which they have been appointed proxies without mention
of such matter in the proxy statement or on the proxy card for such meeting.
Camco's Board of Directors has adopted a formal process by which
stockholders may communicate with the Board. Stockholders who wish to
communicate with the Board may do so by sending written communications addressed
to the Board of Directors of Camco Financial Corporation, at 6901 Glenn Highway,
Cambridge, Ohio 43725.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
15
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND RETURN THE PROXY IN THE ENCLOSED
SELF-ADDRESSED POSTAGE PAID ENVELOPE.
By Order of the Board of Directors
March 22, 2004 D. Edward Rugg, Secretary
16
EXHIBIT A
Camco Financial Corporation
Audit Committee Charter
STATEMENT OF POLICY
The Audit Committee is responsible for overseeing the accounting and financial
reporting processes and the audits of the financial statements of Camco
Financial Corporation ("Camco") and its subsidiaries (collectively, the
"Company"). In so doing, the Committee will maintain free and open means of
communication between the directors, the independent accountant, the internal
auditors, and the Company's financial management. While the Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and prepared in accordance with generally
accepted accounting principles ("GAAP"). That is the responsibility of Company
management. The Committee expects the Company's independent accountant, as part
of its opinion audit performed in accordance with Generally Accepted Auditing
Standards, to report any significant departures from GAAP and any deficiencies
in the system of internal control defined in the auditing standards as a
reportable condition.
ORGANIZATION
At least three independent directors of Camco shall serve on the Committee. A
member of the Committee will be considered independent if such member meets the
independence standards of The Nasdaq Stock Market, Inc. and applicable law and
does not have a relationship which, in the opinion of Camco's Board, would
impair the exercise of independent judgment in carrying out the responsibilities
of such a member. All Committee members shall be able to read and understand the
Company's fundamental financial statements, including the balance sheet, income
statement and cash flow statement, and at least one member of the Committee
shall have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities. Satisfaction of these
independence, financial literacy and experience requirements shall be determined
in accordance with the applicable rules of the Securities and Exchange
Commission and The Nasdaq Stock Market, Inc.
RESPONSIBILITIES
In carrying out its responsibilities and duties, the Committee shall:
1. Meet at least once per quarter.
2. Review and reassess the adequacy of this Charter periodically as
conditions dictate, but at least annually.
3. Review and discuss with management the Company's annual financial
statements and the independent accountant's opinion rendered with
respect to such financial statements.
4. Select and determine funding for the independent accountant,
considering independence and effectiveness, to audit the financial
statements of the Company.
5. Evaluate the performance of the independent accountant, and, if so
determined by the Committee, replace the independent accountant.
6. Communicate to the independent accountant that they are ultimately
accountable to the Committee, as the stockholders'
representatives.
1
7. Ensure that the independent accountant submit to the Committee
periodically a formal written statement delineating all
relationships between the independent accountant and the Company,
consistent with Independence Standards Board Standard 1 ("ISBS No.
1"), and engage in active dialog with the independent accountant
about all disclosed relationships or services that may impact the
objectivity and independence of the independent accountant.
8. Review the performance of the independent accountant and consult
with the independent accountant out of the presence of management
about internal controls and the completeness and accuracy of the
Company's financial statements. The Committee's review should
include the matters required to be discussed by Statement on
Auditing Standards No. 61 ("SAS No. 61"), as may be amended from
time to time, and an explanation from the independent accountant
of the factors considered by the independent accountant in
determining the audit's scope. The independent accountant should
confirm that no limitations have been placed on the scope or
nature of the audit.
9. Review with management, the independent accountant and the
internal auditor any difficulties or disagreements encountered
during the course of the audit, as well as any improvements that
could be made in the audit or internal control procedures.
10. Receive communications, if any, from the independent accountant
with respect to interim financial information before the filing of
the Quarterly Report on Form 10-Q with the Securities and Exchange
Commission and discuss such communications with management of the
Company. The chair of the Committee may represent the entire
Committee for purposes of this receipt of communications and
discussion with management.
11. Prepare a report to be included in the Proxy Statement for the
Company's annual meeting of stockholders. As required by the
regulations of the Securities and Exchange Commission, the report
must state whether the Committee has (i) reviewed and discussed
the audited financial statements with management; (ii) discussed
with the independent accountant the matters required to be
discussed by SAS No. 61; (iii) received and discussed with the
independent accountant the matters required by ISBS No. 1; and
(iv) recommended to the Board that the audited financial
statements be included in Camco's Annual Report on Form 10-K for
the last fiscal year. The name of each Committee member must
appear below the report.
12. Pre-approve all audit services and permissible non-audit services
provided to the Company by financial and non-financial firms.
13. Engage and determine funding for independent counsel and other
advisors as the Committee deems necessary to carry out its duties.
14. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters.
15. Establish procedures for the confidential, anonymous submission by
employees of the Company of concerns regarding questionable
accounting or auditing matters.
16. Perform any other activities consistent with this Charter, the
Company's governing documents and applicable law, as the Committee
or the Board deems necessary or appropriate.
17. Review on an ongoing basis all related party transactions for
potential conflict of interest situations and approve all such
related party transactions.
INTERNAL AUDIT
1. The Audit Committee will oversee the internal audit function. The
Director of Internal Audit of the Company shall report directly to
the Chair of the Audit Committee and shall be responsible for
establishing, maintaining and executing appropriate audit
programs, policies and procedures that govern the examination and
audit of ledgers, records, procedures and operations of the
Company and its affiliates. An appropriate executive officer shall
provide administrative oversight.
2
2. In carrying out his or her responsibilities and duties, the
Director of Internal Audit shall follow the FFIEC Interagency
Guidance on the Internal Audit Function and its Outsourcing, as
appropriate, considering the size and complexity of the Company.
3. The Director of Internal Audit will be the liaison with outside
auditors and will be the coordinator for all internal audit
service activities and will work with the independent internal
audit firm, other members of the Company's management and be
responsible for control risk assessments, audit plans, audit
programs, and audit reports. The Director of Internal Audit will
be responsible for determining and approving the risk scope, and
frequency of internal audit service activities in conjunction with
the Audit Committee.
4. The Director of Internal Audit will be responsible for evaluating
the findings and results arising from internal audit services
activities and reporting such findings to the Audit Committee. The
Director of Internal Audit will be responsible for reporting any
internal control deficiencies as soon as they are identified
directly to the Audit Committee.
5. The Director of Internal Audit will assist the independent audit
firms utilized by the Company in monitoring the FDICIA control
process.
3
EXHIBIT B
CHARTER FOR
THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
OF CAMCO FINANCIAL CORPORATION
1. PURPOSE. The Committee is intended to provide a forum for independent
Directors to address issues of corporate governance to ensure that the board is
appropriately constituted and conducts its affairs in a manner that will best
serve the interests of the Company and its stockholders.
2. ORGANIZATION. The Committee shall consist of at least three independent
Directors. The committee chair shall be elected by and from the Committee. The
Committee shall meet at least twice each year.
3. PRINCIPAL RESPONSIBILITIES. The principal responsibilities of the
Committee shall be as follows:
GENERAL
- Periodically review and recommend to the Board any appropriate
modifications to the Company's Corporate Governance Policy.
- Periodically review and recommend to the Board any appropriate changes to
the process for evaluation of the CEO and Chairman of the Board and to
oversee the Board's self-assessment process.
- Evaluate candidates for the positions of CEO, Chairman, and Chair of the
Executive Committee, as appropriate.
- In carrying out its duties, the Committee will confer with and solicit the
views of the Chairman and the CEO.
BOARD COMPOSITION AND MEMBERSHIP
- Establish criteria for the selection of new directors and nominees for
vacancies on the Board. At a minimum, such nominees should be less than 70
years old, able to read and understand basic financial statements, have
business experience, exhibit high moral character and hold at least 100
shares of the Company's common stock. The Committee shall look for nominees
who:
- meet the Company's strategic needs and will be most effective in
meeting the long term interests of the Company and its
stockholders;
- have an understanding of the regulatory and policy environment in
which the Company operates; and
- have diverse experience in the key business, financial and other
challenges that face the Company.
1
- Identify and evaluate the qualifications, skills and other attributes
prospective nominees for the Board, including those individuals properly
nominated by stockholders.
- Recommend to the Board a slate of potential nominees to be proposed at the
Company's annual meeting of stockholders, including the nomination of
incumbent directors for re-election, as appropriate.
- Evaluate the performance of any Director whose term is expiring and whether
such Director should be invited to stand for reelection.
- Consider and recommend to the Board the appropriate size of the Board and
retirement and other tenure policies for Directors.
- Reassess annually the composition, challenges and needs of the Board as a
whole, both in connection with recommending candidates for election to the
Board and in analyzing the composition of the Board committees. The
assessment of the overall composition of the Board considers issues of
judgment, diversity in skills, background, and experience.
- Review the tendered resignation of a Director for reason of change of
employment or other circumstances and make a recommendation regarding his
or her suitability for remaining on the board.
- Review and determine the philosophy underlying the Director's compensation
and be informed regarding the Compensation Committee's actions in approving
executive compensation to maintain alignment between stockholder interests,
management and the Board's role to ensure that alignment. The Committee
shall conduct a thorough analysis of director compensation and stock
ownership at least every three years and make recommendations to the Board
for any adjustments deemed appropriate
2
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CAMCO FINANCIAL CORPORATION
CAMCO FINANCIAL CORPORATION ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Camco Financial Corporation ("Camco")
hereby constitutes and appoints Robert C. Dix and Jeffrey T. Tucker, or either
one of them, as the proxies of the undersigned with full power of substitution
and resubstitution, to vote at the 2004 Annual Meeting of Stockholders of Camco
to be held at Camco's Corporate Center, 6901 Glenn Highway, Cambridge, Ohio
43725, on April 27, 2004, at 4:00 p.m. Eastern Daylight Saving Time (the "Annual
Meeting"), all of the shares of Camco common stock which the undersigned is
entitled to vote at the Annual Meeting, or at any adjournment thereof, on each
of the following proposals, all of which are described in the accompanying Proxy
Statement:
1. The election of two directors:
[ ] FOR all nominees [ ] WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Terry A. Feick
Susan J. Insley
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
______________________________________________________________
2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
The Board of Directors recommends a vote "FOR" the nominees listed above.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
A-1
UNLESS THIS PROXY IS REVOKED, THE SHARES OF COMMON STOCK REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED. WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR
SET FORTH ABOVE. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE PERSONS NAMED
ABOVE TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS A DIRECTOR IF A
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT
TO THE ANNUAL MEETING.
At the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2003 Annual Meeting of Stockholders of Camco and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
_____________________________ ______________________________
Signature Signature
_____________________________ ______________________________
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
A-2