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                                  EXHIBIT 4.02

                                 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 incorporated 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:

                  (l) 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

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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 of 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:

                  (l) 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 is an officer or partner or
is, directly 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 of 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


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                  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 a
                  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
                  any shares of Voting Stock beneficially owned 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 by 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 a 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 Rule 3al1-1 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

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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),
                  or

                      (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 if 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 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:


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                      (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 purposes 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
                  constitute a Substantial Part of the assets of the corporation
                  in question; and/or

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                      (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.

                  TWELFTH: The Board of Directors of the corporation, when
evaluating any offer of another party to make a tender or exchange offer for any
Equity Security of the corporation to merge or consolidate the corporation with
another corporation, or to purchase or otherwise acquire all or a Substantial
Part of the properties and assets of the corporation, or any proposal for the
liquidation or dissolution of the corporation shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
corporation and its stockholders, give due consideration to all relevant
factors, including without limitation:

                  (A) The best interest of the stockholders. For this purpose,
the Directors shall consider, among other factors, not, only the consideration
offered in relation to the then current market price of the outstanding stock of
the corporation, but also in relation to the current value of the corporation in
a freely negotiated transaction and in relation to the Board of Directors' then
current estimate of the future value of the corporation as an independent entity
or as the subject of a future transaction; and

                  (B) The best interests of depositors of savings institutions
affiliated with the corporation; and

                  (C) Such other factors as the Board of Directors determines to
be relevant, including, among other factors, the social, legal and economic
effects upon (i) employees, suppliers, customers and the business of the
corporation and any Subsidiary and (ii) each community in which the corporation
or any Subsidiary operates or is located.

                  THIRTEENTH: No Director of the corporation shall be liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

                  (1) For any breach of the Director's duty of loyalty to the
corporation or its stockholders,

<PAGE>

                  (2) For acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,

                  (3) Under Section 174 of the General Corporation Law of
Delaware, or

                  (4) For any transaction from which the Director derived an
improper personal benefit.

                  If the General Corporation Law of Delaware is amended after
approval by the stockholders of this Article THIRTEENTH to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

                  Any repeal or modification of this Article THIRTEENTH by the
stockholders of the corporation shall not adversely affect any right or
protection of a Director of the corporation existing at the time of such repeal
or modification.

                  FOURTEENTH:

                  (1) Except as otherwise provided in any By-Law adopted by the
stockholders, the By-Laws may be altered, amended or repealed by the affirmative
vote of not less than a majority of the Whole Board; provided, however, that any
By-Law that provides for the division of the Directors into classes having
staggered terms may be adopted, altered, amended or repealed only by the
stockholders.

                  (2) No By-Law of the corporation shall be adopted, repealed,
altered, amended or rescinded by the stockholders of the corporation except by
the affirmative vote of at least 80% of the Voting Stock entitled to vote
thereon. Any amendment to the Certificate of Incorporation which shall
contravene any By-Law in existence on the record date of the meeting of
stockholders at which such amendment is to be voted upon by the stockholders
shall require the affirmative vote of at least 80% of the Voting Stock entitled
to vote thereon.

                  FIFTEENTH:

                  (1) In addition to any requirements of law and any other
provisions of the Certificate of Incorporation or any resolution or resolutions
of the Board of Directors adopted pursuant to Article FOURTH of the Certificate
of Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, the Certificate of Incorporation, any such resolution or
resolutions or otherwise), the affirmative vote of at least 80% of the Voting
Stock shall be required to amend, alter or repeal, or to adopt any provision
inconsistent with, Articles EIGHTH, NINTH, TENTH, TWELFTH, THIRTEENTH,
FOURTEENTH or FIFTEENTH of the Certificate of Incorporation, and the affirmative
vote of at least 80% of the Voting Stock, including at least a majority of the
Voting Stock not beneficially owned by a Substantial Stockholder, shall be
required to amend, alter or repeal, or to adopt any provision inconsistent with,
Article ELEVENTH of the Certificate of Incorporation.

                  (2) Subject to the provisions of Paragraph (1) of this Article
FIFTEENTH, the corporation reserves the right to amend, alter, change or repeal
any provision contained in the Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.


<PAGE>
                  This Third Restated Certificate of Incorporation was adopted
by the stockholders of Camco Financial Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of Delaware
and was executed at Cambridge, Ohio on May 26, 1987.


                                    /s/ Larry A. Caldwell
                                    ------------------------------------
                                    Larry A. Caldwell, President of
                                      Camco Financial Corporation


ATTEST:


/s/ Anthony J. Popp
------------------------------
Anthony J. Popp, Secretary of
  Camco Financial Corporation



<PAGE>






                            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.


<PAGE>
                  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


<PAGE>


                            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 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 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 ($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.

<PAGE>

                  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, 1996.


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


ATTEST:



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



<PAGE>


                            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.

<PAGE>

                  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



<PAGE>


                            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.

<PAGE>

                  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