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                                                                    Exhibit 4.06

                            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.


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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 Gary E. Crane, its Treasurer, this 20th day of December, 1999.


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

ATTEST:



By: /s/ Gary E. Crane
    ------------------------
    Gary E. Crane, Treasurer