Exhibit 3(i)
THIRD RESTATED
CERTIFICATE OF INCORPORATION
OF
CAMCO FINANCIAL CORPORATION
(A Delaware Corporation)
As Adopted May 26, 1987
The following provisions constitute the Third Restated Certificate of
Incorporation of Camco Financial Corporation, which was originally incorporation
on October 19, 1970 under the name First Cambridge Corporation:
FIRST: The name of the corporation is Camco Financial
Corporation.
SECOND: The address of the corporation's registered office in the
State of Delaware is: Corporation Trust Center, 1209 Orange Street,
County of New Castle, Wilmington, Delaware 19801. The name of its
registered agent at such address is the Corporation Trust Company.
THIRD: The purposes of the corporation are:
(1) To acquire and own savings and loan associations; and
(2) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is two million (2,000,000), of which
stock one million nine hundred thousand (1,900,000) shares shall be common
shares of the par value of One Dollar ($1) each, amounting in the aggregate to
One Million Nine Hundred Thousand Dollars ($1,900,000), and one hundred thousand
(100,000) shares shall be preferred shares of the par value of One Dollar ($1)
each, amounting in the aggregate to One Hundred Thousand Dollars ($100,000).
There is hereby granted to the Board of Directors of the corporation the
authority to fix by resolution or resolutions any and all powers, designations,
preferences and relative, participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares of the preferred
stock, or of any series of the preferred stock, of the corporation that are
permitted by the General Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power to specify the
number of shares of any series of the preferred stock of the corporation.
FIFTH: The corporation is to have perpetual existence.
SIXTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or a class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization or this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
SEVENTH: No election of Directors need be by written ballot.
EIGHTH: Any Director or the entire Board of Directors may be
removed only by the affirmative vote of not less than 80% of the outstanding
stock entitled to vote at an election of Directors, and such removal may be
effected only for cause; provided, however, that if any class or series of stock
shall entitle the holders thereof to elect one or more Directors, any Director
or all the Directors elected by such holders may be removed only by the
affirmative vote of not less than 80% of the outstanding stock of such class or
series entitled to vote at an election of such Directors, and such removal may
be effected only for cause. Any such removal shall be deemed to create a vacancy
in the Board of Directors.
NINTH: When used in the Certificate of Incorporation:
(1) An "Affiliate" of a specified Person is a Person that
directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the Person
specified.
(2) The term "Associate" used to indicate a relationship with
any person shall mean (A) any corporation or organization (other than
this corporation or a Subsidiary) of which such Person in an officer or
partner or is, direct or indirectly, the beneficial owner of ten
percent (10%) or more of any class of Equity Security, (B) any trust or
other estate in which such Person has a substantial beneficial interest
or as to which such Person serves as trustee or in a similar fiduciary
capacity, and (C) any relative or spouse of such Person, or any
relative or such spouse, who has the same home as such Person, or is an
officer or director of any corporation controlling or controlled by
such Person.
(3) "Beneficial Ownership" shall be determined pursuant to
Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934 (or any successor rule or statutory provision) or,
if said Rule 13d-3 shall be rescinded and there shall be no successor
rule or statutory provision thereto, pursuant to said Rule 13d-3 as in
effect on May 26, 1987; provided, however, that a Person shall in any
event, also be deemed to be the "Beneficial Owner" of any shares of
Voting Stock:
(A) that such Person or any of its Affiliates or
Associates beneficially own, directly or indirectly; or
(B) that such Person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding (but
shall not be deemed to be the beneficial owner of any shares
of voting stock solely by reason of an agreement, arrangement
or understanding with the corporation to effect a Business
Combination) or upon the exercise of conversion rights,
exchange rights, warrants, or options, or otherwise, or (ii)
sole or shared voting or investment power with respect thereto
pursuant to any agreement, arrangement, understanding,
relationship or otherwise (but shall not be deemed to be the
beneficial owner of any shares of Voting Stock solely by
reason of a revocable proxy granted for a particular meeting
of stockholders, pursuant to a public solicitation of proxies
for such meeting, with respect to shares of which neither such
Person nor any such Affiliate or Associate is otherwise deemed
the beneficial owner); or
(C) that are beneficially owned, directly or
indirectly, by any other Person with which such first
mentioned Person or any of its Affiliates or Associates acts
as a partnership, limited partnership, syndicate or other
group pursuant to any agreement, arrangement or understanding
for the purpose of acquiring, holding voting or disposing of
any shares of capital stock of the corporation; and provided
further, however, that (i) no Director or officer of the
corporation, nor any Associate or Affiliate of any such
Director or officer, shall, solely by reason of any or all
such Directors and officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own
by any other such Director or officer (or any Associate or
Affiliate thereof), and (ii) no employee stock ownership or
similar plan of the corporation or any Subsidiary nor any
trustee with respect thereto, nor any Associate or Affiliate
of any such trustee, shall, solely be reason of such capacity
of such trustee, be deemed, for any purposes hereof, to
beneficially own any shares of Voting Stock held under any
such plan.
For purposes of computing the percentage Beneficial Ownership
of shares of Voting Stock of a Person in order to determine whether
such Person is Substantial Stockholder, the outstanding shares of
Voting Stock shall include shares deemed owned by such Person through
application of this paragraph (3) but shall not include any other
shares of Voting Stock which may be issuable by the corporation
pursuant to any agreement, or upon the exercise of conversion rights,
warrants or options, or otherwise. For all other purposes, the
outstanding shares of Voting Stock shall include only shares of Voting
Stock then outstanding and shall not include any shares of Voting Stock
which may be issuable by the corporation pursuant to any agreement, or
upon the exercise of conversion rights, warrants or options, or
otherwise.
(4) The term ("Business Combination") shall mean any
transaction which is described in any one or more of the clauses (A)
through (E) of paragraph (1) of Article ELEVENTH of the Certificate of
Incorporation.
(5) "Continuing Director" shall mean a Person who was a member
of the Board of Directors of the corporation as of May 26, 1987, or
thereafter elected by the stockholders or appointed by the Board of
Directors of the corporation prior to the date as of which the
Substantial Stockholder in question became a Substantial Stockholder,
or a Person designated (before his initial election or appointment as a
director) as a Continuing Director by Three-fourths (3/4 of the Whole
Board, but only if a majority of the Whole Board shall then consist of
Continuing Directors.
(6) "Equity Security" shall have the meaning given to such
term under the Rule 3a11-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on May 26, 1987.
(7) A "Person" shall mean any individual, firm, corporation
or other entity.
(8) "Subsidiary" shall mean any corporation of which a
majority of any class of Equity Security is owned, directly or
indirectly, by the corporation; provided, however, that for the
purposes of the definition of Substantial Stockholder set forth in
paragraph (10) of this ARTICLE NINTH, the term "Subsidiary" shall mean
only a corporation of which a majority of each class of Equity Security
is owned, directly or indirectly, by the corporation.
(9) "Substantial Part" shall mean assets having a book value
(determined in accordance with generally accepted accounting
principles) in excess of ten percent (10%) of the book value
(determined in accordance with generally accepted accounting
principles) of the total consolidated assets of the corporation, at the
end of its most recent fiscal year ending prior to the time the
determination is made.
(10) "Substantial Stockholder" shall mean any Person who or
which, as of the record date for the determination of stockholders
entitled to notice of and to vote on any Business Combination, or
immediately prior to the consummation of any such Business Combination:
(A) is the Beneficial Owner, directly or indirectly,
of more than fifteen percent (15%) of the shares of Voting
Stock [determined solely on the basis of the total number of
shares of Voting Stock so Beneficially Owned (and without
giving effect to the number or percentage of votes entitled to
be cast in respect of such shares) in relation to the total
number of shares of Voting Stock then issued and outstanding],
of
(B) is an Affiliate of the corporation and at any
time within three years prior thereto was the Beneficial
Owner, directly or indirectly, of more than fifteen percent
(15%) of the then outstanding Voting Stock (determined as
aforesaid), or
(C) Is an assignee of or has otherwise succeeded to
any shares of capital stock of the corporation which were at
any time within three years prior thereto Beneficially Owned
by any Substantial Stockholder, and such assignment or
succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
Notwithstanding the foregoing, a Substantial Stockholder shall
not include (a) the corporation or any Subsidiary or (b) any
profit-sharing, employee share ownership or other employee benefit plan
of the corporation or any Subsidiary, or any trustee of or fiduciary
with respect to any such plan when acting in such capacity.
(11) "Voting Stock" shall mean any shares of capital stock of
the corporation entitled to vote generally in the election of
directors.
(12) "Whole Board" shall mean the total number of Directors
which the corporation would have it there were no vacancies; i.e., the
whole authorized number of Directors.
TENTH: Any action required or permitted to be taken by the
stockholders of the corporation must be taken pursuant to a vote of such
stockholders at an annual or special meeting of such stockholders that is duly
held pursuant to notice. No action required or permitted to be taken by the
stockholders of the corporation at any annual or special meeting of such
stockholders may be taken pursuant to one or more consents in writing signed by
the holders of all or any other portion of the outstanding stock entitled to
vote on such action. Except as otherwise required by law and subject to any
rights afforded by any provision of the Certificate of Incorporation to holders
of any class or series of capital stock of the corporation having a preference
over the common stock as to dividends or upon liquidation, special meetings of
stockholders of the corporation having a preference over the common stock as to
dividends or upon liquidation, special meetings of stockholders of the
corporation may be called only by the President or by the Board of Directors
pursuant to a resolution duly adopted by a majority of the Whole Board or by a
writing signed by a majority of the Whole Board.
ELEVENTH:
(1) In addition to any vote required by law or under any other
provision of the Certificate of Incorporation or any resolution or resolutions
adopted by the Board of Directors pursuant to its authority under Article FOURTH
of the Certificate of Incorporation, and except as otherwise expressly provided
in this Article ELEVENTH:
(A) any merger or consolidation of the corporation or
any Subsidiary with or into (i) any Substantial Stockholder or (ii) any
other corporation (whether or not itself a Substantial Stockholder)
which, after such merger or consolidation, would be an Affiliate of a
Substantial Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of
related transactions) to or with any Substantial Stockholder of any
Substantial Part of the assets of the corporation or of any Subsidiary,
or
(C) the issuance or transfer by the corporation or by
any Subsidiary (in one transaction or a series of related transactions)
of any Equity Securities of the corporation or any Subsidiary to any
Substantial Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value equal to or in excess of sixty percent (60%) of the amount of
stockholders' equity reflected on the corporation's audited balance
sheet as of the end of its most recent fiscal year (which shall be
prepared on a consolidated basis by the corporation's independent
certified public accountants in accordance with generally accepted
accounting principles), or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation if, as of the record date
for the determination of stockholders entitled to notice thereof and to
vote thereon, any person shall be a Substantial Stockholder, or
(E) any reclassification of securities (including any
reverse stock split) or recapitalization of the corporation, or any
reorganization, merger or consolidation of the corporation with any of
its Subsidiaries or any similar transaction (whether or not with or
into or otherwise involving a Substantial Stockholder) that has the
effect, directly or indirectly, of increasing the proportionate share
of the outstanding securities of any class of equity securities of the
corporation or any Subsidiary which is directly or indirectly
Beneficially Owned by any Substantial Stockholder.
shall (except as otherwise expressly provided in the Certificate of
Incorporation) require the affirmative vote of not less than 80% of all
outstanding shares of Voting Stock; provided that such affirmative vote must
include the affirmative vote of a majority of all outstanding shares of Voting
Stock not beneficially owned by the Substantial Stockholder in question. Each
such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that some lesser percentage may be specified, by law or in
any agreement with any national securities exchange or otherwise.
(2) The provisions of this Article ELEVENTH shall not be
applicable to any Business Combination, the terms of which shall be approved,
either in advance of or subsequent to a Substantial Stockholder having become a
Substantial Stockholder, by three-fourths (3/4) of the Whole Board, but only if
a majority of the members of the Board of Directors in office and acting upon
such matter shall be Continuing Directors.
(3) A majority of the Continuing Directors then in office
shall have the power to determine for the purpose of this Article ELEVENTH, on
the basis of information known to them:
(A) The number of shares of Voting Stock
beneficially owned by any Person;
(B) Whether a Person is an Affiliate or Associate
of another;
(C) Whether the assets subject to any Business
Combination constitut a Substantial Part of the assets of the
corporation in question; and/or
(D) Any other factual matter relating to the
applicability or effect of this Article ELEVENTH.
(4) A majority of the Continuing Directors then in office
shall have the right to demand that any Person who is reasonably believed to be
a Substantial Stockholder (or holder of record shares of Voting Stock
beneficially owned by any Substantial Stockholder) supply to the corporation
complete information as to:
(A) The record owner(s) of all shares beneficially
owned by such Person who is reasonably believed to be a Substantial
Stockholder;
(B) The number of, and each class or series of,
shares Beneficially Owned by such Person who is reasonably believed to
be a Substantial Stockholder and held of record by each such record
owner and the number(s) of the stock certificate(s) evidencing such
shares; and
(C) Any other factual matter relating to the
applicability or effect of this Article ELEVENTH as may be reasonably
requested of such Person, and such Person shall furnish such
information within 10 days after receipt of such demand.
(5) Any determination made by the Board of Directors, or by
the Continuing Directors, as the case may be, pursuant to this Article ELEVENTH
in good faith and on the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and binding upon the
corporation and its stockholders, including any Substantial Stockholder.
(6) Nothing contained in this Article ELEVENTH shall be
construed to relieve any Substantial Stockholder from any fiduciary obligation
imposed by law.
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, a resolution was duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at the 1998 annual meeting of the stockholders. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have the authority to issue is Nine Million
(9,000,000), of which stock Eight Million Nine Hundred
Thousand (8,900,000) shares shall be common shares of the par
value of One Dollar ($1) each, amounting in the aggregate to
Eight Million Nine Hundred Thousand Dollars ($8,900,000), and
one hundred thousand (100,000) shares shall be preferred
shares of the par value of One Dollar ($1) each, amounting in
the aggregate to One Hundred Thousand Dollars ($100,000).
There is hereby granted to the Board of Directors of the
corporation the authority to fix by resolution or resolutions
any and all powers, designations, preferences and relative,
participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares
of the preferred stock, or of any series of the preferred
stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power
to specify the number of shares to any series of the preferred
stock of the corporation.
SECOND: That thereafter, at the 1998 annual meeting of
stockholders of said corporation, which was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 29th day of May, 1998.
By:/s/ Larry A. Caldwell
----------------------------
Larry A. Caldwell, President
ATTEST:
By: /s/ Anthony J. Popp
--------------------------
Anthony J. Popp, Secretary
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Two Million Six
Hundred Thousand (2,600,000), of which stock Two Million Five
Hundred Thousand (2,500,000) shares shall be common shares of
the par value of One Dollar ($1) each, amounting in the
aggregate to Two Million Five Hundred Thousand Dollars
($2,500,000), and one hundred thousand (100,000) shares shall
be preferred shares of the par value of One Dollar ($1) each,
amounting in the aggregate to One Hundred Thousand Dollars
($100,000). There is hereby granted to the Board of Directors
of the corporation the authority to fix by resolution or
resolutions any and all powers, designations, preferences and
relative, participating, optional or other rights, or the
qualifications, limitations or restrictions thereof, of shares
of the preferred stock, or of any series of the preferred
stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of
Directors, and such grant of authority shall include the power
to specify the number of shares to any series of the preferred
stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 12th day of July, 1999.
By: /s/ Larry A. Caldwell
----------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
--------------------------
Anthony J. Popp, Secretary
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is Five Million
(5,000,000), of which stock Four Million Nine Hundred Thousand
(4,900,000) shares shall be common shares of the par value of
One Dollar ($1) each, amounting in the aggregate to Four
Million Nine Hundred Thousand Dollars ($4,900,000), and one
hundred thousand (100,000) shares shall be preferred shares of
the par value of One Dollar ($1) each, amounting in the
aggregate to One Hundred Thousand Dollars ($100,000). There is
hereby granted to the Board of Directors of the corporation
the authority to fix by resolution or resolutions any and all
powers, designations, preferences and relative, participating,
optional or other rights, or the qualifications, limitations
or restrictions thereof, of shares of the preferred stock, or
of any series of the preferred stock, of the corporation that
are permitted by the General Corporation Law of Delaware to be
fixed by the Board of Directors, and such grant of authority
shall include the power to specify the number of shares to any
series of the preferred stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 23rd day of September, 1999.
By:/s/ Larry A. Caldwell
-------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
---------------------------
Anthony J. Popp, Secretary
CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco
Financial Corporation, a resolution was duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third
Restated Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the
corporation shall have the authority to issue is Fifteen
Million (15,000,000), of which stock Fourteen Million Nine
Hundred Thousand (14,900,000) shares shall be common shares of
the par value of One Dollar ($1.00) each, amounting in the
aggregate to Fourteen Million Nine Hundred Thousand Dollars
($14,900,000), and One Hundred Thousand (100,000) shares shall
be preferred shares of the par value of One Dollar ($1.00)
each, amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). There is hereby granted to the Board of
Directors of the corporation the authority to fix by
resolution or resolutions any and all powers, designations,
preferences and relative, participating, optional or other
rights, or the qualifications, limitations or restrictions
thereof, of shares of the preferred stock, or of any series of
the preferred stock, of the corporation that are permitted by
the General Corporation Law of Delaware to be fixed by the
Board of Directors, and such grant of authority shall include
the power to specify the number of shares to any series of the
preferred stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 16th day of December, 1999.
By:/s/ Larry A. Caldwell
-------------------------
Larry A. Caldwell, President
ATTEST:
By:/s/ Anthony J. Popp
---------------------------
Anthony J. Popp, Secretary