AMENDMENT TO RETIREMENT AGREEMENT AND GENERAL RELEASE

Exhibit 10.2

AMENDMENT TO
RETIREMENT AGREEMENT AND GENERAL RELEASE

     THIS AMENDMENT is entered into as of this 31^st day of August, 2010, by and between XXXXXX X. XXXXXXX, an individual, for and on behalf of himself and his successors, heirs, family and assigns (“Xxxxxxx”) and CROGHAN BANCSHARES, INC., a corporation organized and existing under the laws of the State of Ohio (“Croghan”);

     WHEREAS, Xxxxxxx and Croghan entered into a Retirement Agreement and General Release dated December 14, 2009 (the “Agreement”);

     WHEREAS, Xxxxxxx and Croghan wish to amend the Agreement in certain respects to clarify certain benefits thereunder.

     NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Paragraph 3 shall be deleted in its entirety and the following shall be substituted therefor:

For the period beginning on September 1, 2010 and ending on October 31, 2010, Xxxxxxx will continue to participate in Xxxxxxx’x group health plan at no cost to him. For the period beginning on September 1, 2010 and ending on February 29, 2012, Croghan will pay to Xxxxxxx a monthly amount equal to the COBRA premium (in effect for each such month) for an individual to continue participation in Xxxxxxx’x group health plan (the “COBRA Premium”). Such monthly payment may be used by Xxxxxxx either to (a) offset the monthly premium required for his spouse to continue her participation in Xxxxxxx’x group health plan, or (b) pay toward the purchase of an individual health insurance policy for his spouse. For the period beginning March 1, 2012 and ending October 31, 2012, Croghan will pay to Xxxxxxx as a contribution toward the purchase of an individual health insurance policy for Xxxxxxx’x spouse a monthly amount equal to the lesser of (c) $1,200, and (d) twice the COBRA Premium. Notwithstanding any provision contained in this paragraph, Xxxxxxx’x obligations hereunder shall cease upon the earlier of (e) October 31, 2012, and (f) the death of Xxxxxxx’x spouse.

     2. Paragraph 4 shall be amended by deleting “December 1, 2010” and by substituting “November 1, 2010” therefor.

     3. Paragraph 5 shall be deleted in its entirety and the following shall be substituted therefor:

Beginning on September 1, 2010, Xxxxxxx will continue to be covered under any bank owned life insurance policy maintained by Croghan on Xxxxxxx’x life as of the Retirement Date. Effective September 1, 2010, the provisions of any such policies shall be amended to provide that the aggregate death benefit payable to Xxxxxxx’x designated beneficiary shall be equal to Two Hundred Thousand Dollars ($200,000).

Signed as of this 31^st day of August, 2010.

Witness:

/s/ Xxxxxx X. Xxxxx		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CROGHAN BANCSHARES, INC.
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Director/Chair Compensation Committee