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                                                                    Exhibit 4.03

                            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 the next 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 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.


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                  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, 1994.

                                             By: /s/ Larry A. Caldwell
                                                 ------------------------------
                                                 Larry A. Caldwell, President


ATTEST:



By:  /s/ Anthony J. Popp
     -----------------------------------
      Anthony J. Popp, Secretary