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                                                                    Exhibit 4.05

                            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 ($1.00) 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 ($1.00) 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, 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.


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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 Treasurer, 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