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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">As filed with the Securities and Exchange Commission on March 24, 2011<BR>
Registration No.&nbsp;333-&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt; margin-top: 3pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B><DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 6pt"><B>CROGHAN BANCSHARES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><DIV style="width: 70%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Ohio</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>31-1073048</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>323 Croghan Street, Fremont, Ohio</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>43420</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Croghan Bancshares, Inc. Amended and Restated<BR>
2002 Stock Option and Incentive Plan</B><BR>
<DIV style="width: 45%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Full title of the plan)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Rick M. Robertson</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>Copy </I>to:</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>President and Chief Executive Officer</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Anthony D. Weis, Esq.</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>Croghan Bancshares, Inc.</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Vorys, Sater, Seymour and Pease LLP</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>323 Croghan Street</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>52 East Gay Street</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>Fremont, Ohio 43420</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Columbus, Ohio 43215</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Name and address of agent for service)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(419)&nbsp;332-7301</B><BR>
<DIV style="width: 45%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Telephone number, including area code, of agent for service)</DIV>

<DIV align="left" style="FONT-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule 12b-2 of the Exchange Act.</DIV>
<TABLE width="100%" style="FONT-size: 10pt; margin-top: 0pt"><TR><TD>Large
accelerated
filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT></TD><TD align="center">Accelerated
filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;</TD><TD align="center">Non-accelerated
filer&nbsp;<FONT style="font-family: Wingdings">&#111;</FONT><BR>(Do not check if a smaller reporting company)</TD><TD align="right">Smaller reporting company&nbsp;<FONT style="font-family: Wingdings">&#254;</FONT></TD></TR></TABLE>
<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="17" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of securities</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">offering price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">aggregate offering</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registration</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">to be registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">registered<SUP style="FONT-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">per share<SUP style="FONT-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">price<SUP style="FONT-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD align="left" style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Shares,
$12.50 par<BR>
value
per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">190,951</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$23.78</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$4,540,814.78</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">527.19</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="17" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 0pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD><div align="left">In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 also covers an indeterminate number of additional Common
Shares that may become issuable under the terms of the Croghan Bancshares, Inc. Amended and
Restated 2002 Stock Option and Incentive Plan to prevent dilution resulting from any stock
split, stock dividend, recapitalization or other similar transaction or adjustment affecting
the Common Shares.</div></TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD><div align="left">Estimated solely for the purpose of calculating the aggregate offering price and the
registration fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of
1933, as amended, and computed on the basis of $23.78 per share, which is the average of the
bid and asked price of the Common Shares as reported on the OTC Bulletin Board on March&nbsp;17,
2011.</div></TD>
</TR>

</TABLE>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Index to Exhibits is set forth on page II-10 of this Registration Statement.</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement on Form S-8 (this &#147;Registration Statement&#148;) is being filed by
Croghan Bancshares, Inc. (the &#147;Registrant&#148;) with respect to the Croghan Bancshares, Inc. Amended
and Restated 2002 Stock Option and Incentive Plan (the &#147;Plan&#148;). The document(s) containing the
information specified in Part&nbsp;I of Form S-8 will be sent or given to participants in the Plan as
specified by Rule&nbsp;428(b)(1) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).
Such documents are not being filed with the Securities and Exchange Commission (the &#147;Commission&#148;)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule&nbsp;424 under the Securities Act. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby incorporates into this Registration Statement by reference the following
documents previously filed by the Registrant with the Commission:
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">the Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2009, filed by
the Registrant with the Commission on March&nbsp;26, 2010;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant&#146;s Quarterly Report on Form 10-Q for the fiscal quarter ended March&nbsp;31, 2010, filed
by the Registrant with the Commission on April&nbsp;28, 2010;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">the Registrant&#146;s Quarterly Report on Form 10-Q for the fiscal quarter ended June&nbsp;30, 2010, filed by
the Registrant with the Commission on July&nbsp;28, 2010;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">the Registrant&#146;s Quarterly Report on Form 10-Q for the fiscal quarter ended September&nbsp;30, 2010,
filed by the Registrant with the Commission on October&nbsp;27, 2010;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">the Registrant&#146;s Current Reports on Form 8-K filed by the Registrant with the Commission on March
11, 2010, May&nbsp;14, 2010, June&nbsp;10, 2010, August&nbsp;19, 2010, September&nbsp;7, 2010, September&nbsp;16, 2010,
November&nbsp;16, 2010, December&nbsp;16, 2010 and March&nbsp;17, 2011; and</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">the description of the Registrant&#146;s common shares, par value $12.50 per share, contained in the
Registrant&#146;s Quarterly Report on Form 10-Q for the fiscal quarter ended March&nbsp;31, 2005, filed by
the Registrant with the Commission on April&nbsp;27, 2005, or contained in any subsequent amendment or
report filed for the purpose of updating such description.</div></TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents which may be filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered under the Plan pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated herein by reference and to be made a part hereof from the date of filing
of such documents. To the extent that any information contained in any Current Report on Form 8-K,
or any exhibit thereto, is furnished to, rather than filed with, the Commission, such information
or exhibit is specifically not incorporated by reference into this Registration Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in this Registration Statement or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of
this Registration
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Statement to the extent that a statement contained in any subsequently filed
document which also is incorporated or deemed to be incorporated herein by reference modifies or
supersedes such earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Ohio Revised Code. </I></B>Division (E)&nbsp;of Section&nbsp;1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
</DIV>


<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) A corporation may indemnify or agree to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses, including
attorney&#146;s fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) A corporation may indemnify or agree to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a judgment
in its favor, by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney&#146;s fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Any claim, issue, or matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court of common pleas or the
court in which such action or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court shall
deem proper;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any action or suit in which the only liability asserted against a director
is pursuant to section 1701.95 of the Revised Code.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To the extent that a director, trustee, officer, employee, member, manager,
or agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in division (E)(1) or (2)&nbsp;of this section, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney&#146;s fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) Any indemnification under division (E)(1) or (2)&nbsp;of this section, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in division (E)(1) or (2)&nbsp;of
this section. Such determination shall be made as follows:
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) By a majority vote of a quorum consisting of directors of the indemnifying
corporation who were not and are not parties to or threatened with the action, suit,
or proceeding referred to in division (E)(1) or (2)&nbsp;of this section;
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If the quorum described in division (E)(4)(a) of this section is not
obtainable or if a majority vote of a quorum of disinterested directors so directs,
in a written opinion by independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by or who has performed
services for the corporation or any person to be indemnified within the past five
years;
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) By the shareholders;
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) By the court of common pleas or the court in which the action, suit, or
proceeding referred to in division (E)(1) or (2)&nbsp;of this section was brought.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">Any determination made by the disinterested directors under division (E)(4)(a) or by
independent legal counsel under division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the action or suit by or in the
right of the corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to petition the
court of common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) (a)&nbsp;Unless at the time of a director&#146;s act or omission that is the subject
of an action, suit, or proceeding referred to in division (E)(1) or (2)&nbsp;of this
section, the articles or the regulations of a corporation state, by specific
reference to this division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2)&nbsp;of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including attorney&#146;s
fees, incurred by a director in defending the action, suit, or proceeding shall be
paid by the corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following:
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Repay such amount if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the corporation;
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Reasonably cooperate with the corporation concerning the action, suit, or
proceeding.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Expenses, including attorney&#146;s fees, incurred by a director, trustee,
officer, employee, member, manager, or agent in defending any action, suit, or
proceeding referred to in division (E)(1) or (2)&nbsp;of this section, may be paid by the
corporation as they are incurred, in advance of the final disposition of the action,
suit, or proceeding, as authorized by the directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6) The indemnification authorized by this section shall not be exclusive of,
and shall be in addition to, any other rights granted to those seeking
indemnification under the articles, the regulations, any agreement, a vote of
shareholders or disinterested directors, or otherwise, both as to action in their
official capacities and as to action in another capacity while holding their offices
or positions, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a financial
interest.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8) The authority of a corporation to indemnify persons pursuant to division
(E)(1) or (2)&nbsp;of this section does not limit the payment of expenses as they are
incurred, indemnification, insurance, or other protection that may be provided
pursuant to divisions (E)(5), (6), and (7)&nbsp;of this section. Divisions (E)(1) and (2)
of this section do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9) As used in division (E)&nbsp;of this section, &#147;corporation&#148; includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, shall stand in the same position under this
section with respect to the new or surviving corporation as he would if he had
served the new or surviving corporation in the same capacity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Registrant&#146;s Amended and Restated Code of Regulations. </I></B>Article&nbsp;FIVE of the Registrant&#146;s
Amended and Restated Code of Regulations governs indemnification by the Registrant and provides as
follows:
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.01. INDEMNIFICATION. The corporation shall indemnify any officer or
director of the corporation who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, agent or volunteer of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), limited liability
company, partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys&#146; fees, filing fees, court
reporters&#146; fees and transcript costs), judgments, fines and amounts
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="margin-top: 6pt; margin-left: 4%; margin-right:4%; font-size: 10pt">paid in
settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding if his act or omission giving rise to any claim for
indemnification under this Section&nbsp;5.01 was not occasioned by his intent to cause
injury to the corporation or by his reckless disregard for the best interests of the
corporation, and in respect of any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. It shall be presumed that no
act or omission of a person claiming indemnification under this Section&nbsp;5.01 that
gives rise to such claim was occasioned by an intent to cause injury to the
corporation or by a reckless disregard for the best interests of the corporation
and, in respect of any criminal matter, that such person had no reasonable cause to
believe his conduct was unlawful; the presumption recited in this Section&nbsp;5.01 can
be rebutted only by clear and convincing evidence, and the termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding:
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The corporation shall not indemnify any officer or director of the
corporation who was a party to any completed action or suit instituted by or in the
right of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, agent or volunteer of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), limited liability
company, partnership, joint venture, trust or other enterprise, in respect of any
claim, issue or matter asserted in such action or suit as to which he shall have
been adjudged to be liable for an act or omission occasioned by his deliberate
intent to cause injury to the corporation or by his reckless disregard for the best
interests of the corporation, unless and only to the extent that the Court of Common
Pleas of Sandusky County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability, and
in view of all the circumstances of the case, he is fairly and reasonably entitled
to such indemnity as such Court of Common Pleas or such other court shall deem
proper; and
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) The corporation shall promptly make any such unpaid indemnification as is
determined by a court to be proper as contemplated by this Section&nbsp;5.02.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section&nbsp;5.01,
or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys&#146; fees, filing fees, court reporters&#146; fees and transcript costs) actually
and reasonably incurred by him in connection therewith.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.04. DETERMINATION REQUIRED. Any indemnification required under
Section&nbsp;5.01 and not precluded under Section&nbsp;5.02 shall be made by the corporation
only upon a determination that such indemnification is proper in the circumstances
because the officer or director has met the applicable standard of conduct set forth
in Section&nbsp;5.01. Such determination may be made only (a)&nbsp;by a majority vote of a
quorum consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (b)&nbsp;if such a quorum
is not obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained by or who has
performed services for the corporation, or any person to be indemnified, within the
past five years, or (c)&nbsp;by the shareholders, or (d)&nbsp;by the Court of Common Pleas of
Sandusky County, Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such
determination may be made by a court under division (d)&nbsp;of this Section&nbsp;5.04 at any
time
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">(including, without limitation, any time before, during or after the time when
any such determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (a)&nbsp;or by
independent legal counsel under division (b)&nbsp;or by the shareholders under division
(c)&nbsp;of this Section&nbsp;5.04); and no failure for any reason to make any such
determination, and no decision for any reason to deny any such determination, by the
disinterested directors under division (a)&nbsp;or by independent legal counsel under
division (b)&nbsp;or by the shareholders under division (c)&nbsp;of this Section&nbsp;5.04 shall be
evidence in rebuttal of the presumption recited in Section&nbsp;5.01. Any determination
made by the disinterested directors under division (a)&nbsp;or by independent legal
counsel under division (b)&nbsp;of this Section&nbsp;5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or brought by
or in the right of the corporation shall be promptly communicated to the person who
threatened or brought such action or suit, and within ten (10)&nbsp;days after receipt of
such notification such person shall have the right to petition the Court of Common
Pleas of Sandusky County, Ohio or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.05. ADVANCES FOR EXPENSES. The provisions of Section&nbsp;1701.13(E)(5)(a)
of the Ohio Revised Code do not apply to the corporation. Expenses (including,
without limitation, attorneys&#146; fees, filing fees, court reporters&#146; fees and
transcript costs) incurred in defending any action, suit or proceeding referred to
in Section&nbsp;5.01 shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding to or on behalf of the officer or director
promptly as such expenses are incurred by him, but only if such officer or director
shall first agree, in writing, to repay all amounts so paid in respect of any claim,
issue or other matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise if it is proved
by clear and convincing evidence in a court of competent jurisdiction that, in
respect of any such claim, issue or other matter, his relevant action or failure to
act was occasioned by his deliberate intent to cause injury to the corporation or
his reckless disregard for the best interests of the corporation, unless, and only
to the extent that, the Court of Common Pleas of Sandusky County, Ohio or the court
in which such action or suit was brought shall determine upon application that,
despite such determination, and in view of all of the circumstances, he is fairly
and reasonably entitled to all or part of such indemnification.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided by this
Article&nbsp;Five shall not be exclusive of, and shall be in addition to, any other
rights to which any person seeking indemnification may be entitled under the
Articles, the Regulations, any agreement, a vote of disinterested directors, or
otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased
to be an officer or director of the corporation and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.07. INSURANCE. The corporation may purchase and maintain insurance,
or furnish similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, for or on behalf of any person who is or was a director,
officer, employee, agent or volunteer of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer, employee, member,
manager, agent or volunteer of another corporation (domestic or foreign, nonprofit
or for profit), limited liability company, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him against such
liability under the provisions of this Article&nbsp;Five. Insurance may be purchased from
or maintained with a person in which the corporation has a financial interest.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article&nbsp;Five, and as an
example and not by way of limitation:
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="margin-top: 6pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) A person claiming indemnification under this Article&nbsp;Five shall be deemed
to have been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section&nbsp;5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be terminated as to such
person, with or without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement thereof (whether or
not any such termination is based upon a judicial or other determination of the lack
of merit of the claims made against him or otherwise results in a vindication of
him).
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) References to an &#147;other enterprise&#148; shall include employee tax benefit
plans; references to a &#147;fine&#148; shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to &#147;serving at the request
of the corporation&#148; shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.
</DIV>

<DIV align="left" style="margin-top: 10pt; margin-left: 4%; margin-right:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim for,
or for repayment to the corporation of, indemnification under this Article&nbsp;Five may
be maintained by the person claiming such indemnification, or by the corporation, in
the Court of Common Pleas of Sandusky County, Ohio. The corporation and (by claiming
or accepting such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Sandusky County,
Ohio in any such action, suit or proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Directors and Officers Insurance Policies. </I></B>The Registrant maintains, and in the future may
continue to maintain, directors and officers liability insurance coverage to insure its present
and/or former directors and officers against certain liabilities and expenses which might be
incurred by them in such capacities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Index to Exhibits on page II-10 of this Registration Statement, which is incorporated
herein by reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="left">To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</div></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="left">to include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="left">to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price </div></TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-7<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD><div align="justify">set forth in the &#147;Calculation of Registration Fee&#148; table in
the effective registration statement; and</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>


<TR valign="top" style="font-size: 10pt; margin-top: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><div align="left">to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;</div></TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%"><I>provided, however</I>, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section&nbsp;13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</div></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant&#146;s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</div></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">C.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV align="left">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item&nbsp;6 of Part&nbsp;II of this Registration Statement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.</div></TD>
</TR>




</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->II-8<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fremont, State of Ohio, on March 24, 2011.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>CROGHAN BANCSHARES, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Rick M. Robertson
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Rick M. Robertson&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated below on March 24, 2011.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Title</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Rick M. Robertson
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Rick M. Robertson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer (Principal Executive Officer),
and Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kendall W. Rieman
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Kendall W. Rieman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Treasurer (Principal Financial Officer and Principal Accounting Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael D. Allen
Sr. <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Michael D. Allen Sr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James E. Bowlus <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
James E. Bowlus
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James R. Faist <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
James R. Faist
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Claire F. Johansen <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Claire F. Johansen
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Stephen A. Kemper <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Stephen A. Kemper
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Daniel W. Lease <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Daniel W. Lease
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas W.
McLaughlin <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Thomas W. McLaughlin
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Allan E. Mehlow <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Allan E. Mehlow
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gary L. Zimmerman <B>*</B>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Gary L. Zimmerman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left"><B>*</B></TD>
    <TD>&nbsp;</TD>
    <TD><div align="left">The undersigned, by signing his name hereto, does hereby sign this Registration Statement on
behalf of each of the above-named directors of the Registrant pursuant to Powers of Attorney
executed by said directors, which Powers of Attorney are filed with this Registration Statement as
Exhibit&nbsp;24.1.</div></TD>
</TR>

</TABLE>



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
</TR><TR>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/  Kendall W. Rieman&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">Date: March 24, 2011&nbsp;</TD>
</TR><TR>
    <TD colspan="3" align="left">Kendall W. Rieman, Attorney-in-Fact&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-9<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>INDEX TO EXHIBITS</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Location</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Amended Articles of
Incorporation of the
Registrant.</div>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Incorporated herein by
reference to Exhibit&nbsp;3(i)
to the Registrant&#146;s
Quarterly Report on Form
10-Q for the fiscal quarter
ended June&nbsp;30, 1997, as
filed by the Registrant
with the Commission on July
29, 1997 (File No.
0-20159).</div></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Amendment to Amended
Articles of Incorporation
of the Registrant.</div>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Incorporated herein by
reference to Exhibit&nbsp;3.1(b)
to the Registrant&#146;s Annual
Report on Form&nbsp;10-K for the
fiscal year ended December
31, 2007, as filed by the
Registrant with the
Commission on March&nbsp;25,
2008 (File No.&nbsp;0-20159).</div></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Amended and Restated Code
of Regulations of the
Registrant.</div>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Incorporated herein by
reference to Exhibit&nbsp;3(ii)
to the Registrant&#146;s
Quarterly Report on Form
10-Q for the quarterly
period ended June&nbsp;30, 2000,
as filed by the Registrant
with the Commission on July
27, 2000 (File No.
0-20159).</div></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Croghan Bancshares, Inc.
Amended and Restated 2002
Stock Option and Incentive
Plan.</div>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Incorporated herein by
reference to Exhibit&nbsp;10.3
to the Registrant&#146;s Annual
Report on Form&nbsp;10-K for the
fiscal year ended December
31, 2008, as filed by the
Registrant with the
Commission on March&nbsp;25,
2009 (File No.&nbsp;0-20159).</div></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><div align="left">Consent of Clifton
Gunderson LLP, the
Registrant&#146;s independent
registered public
accounting firm.</div>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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</DIV>

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sv8
As filed with the Securities and Exchange Commission on March 24, 2011
Registration No. 333-__________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROGHAN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Ohio
31-1073048
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
323 Croghan Street, Fremont, Ohio
43420
(Address of Principal Executive Offices
(Zip Code)
Croghan Bancshares, Inc. Amended and Restated
2002 Stock Option and Incentive Plan
(Full title of the plan)
Rick M. Robertson
Copy
to:
President and Chief Executive Officer
Anthony D. Weis, Esq.
Croghan Bancshares, Inc.
Vorys, Sater, Seymour and Pease LLP
323 Croghan Street
52 East Gay Street
Fremont, Ohio 43420
Columbus, Ohio 43215
(Name and address of agent for service)
(419) 332-7301
(Telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated
filer
o
Accelerated
filer
o
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
þ
CALCULATION OF REGISTRATION FEE
Amount
Proposed maximum
Proposed maximum
Amount of
Title of securities
to be
offering price
aggregate offering
registration
to be registered
registered
(1)
per share
(2)
price
(2)
fee
Common Shares,
$12.50 par
value
per share
190,951
$23.78
$4,540,814.78
$
527.19
(1)
In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 also covers an indeterminate number of additional Common
Shares that may become issuable under the terms of the Croghan Bancshares, Inc. Amended and
Restated 2002 Stock Option and Incentive Plan to prevent dilution resulting from any stock
split, stock dividend, recapitalization or other similar transaction or adjustment affecting
the Common Shares.
(2)
Estimated solely for the purpose of calculating the aggregate offering price and the
registration fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of
1933, as amended, and computed on the basis of $23.78 per share, which is the average of the
bid and asked price of the Common Shares as reported on the OTC Bulletin Board on March 17,
2011.
Index to Exhibits is set forth on page II-10 of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (this "Registration Statement") is being filed by
Croghan Bancshares, Inc. (the "Registrant") with respect to the Croghan Bancshares, Inc. Amended
and Restated 2002 Stock Option and Incentive Plan (the "Plan"). The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to participants in the Plan as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
.
The Registrant hereby incorporates into this Registration Statement by reference the following
documents previously filed by the Registrant with the Commission:
•
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed by
the Registrant with the Commission on March 26, 2010;
•
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed
by the Registrant with the Commission on April 28, 2010;
•
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, filed by
the Registrant with the Commission on July 28, 2010;
•
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010,
filed by the Registrant with the Commission on October 27, 2010;
•
the Registrant's Current Reports on Form 8-K filed by the Registrant with the Commission on March
11, 2010, May 14, 2010, June 10, 2010, August 19, 2010, September 7, 2010, September 16, 2010,
November 16, 2010, December 16, 2010 and March 17, 2011; and
•
the description of the Registrant's common shares, par value $12.50 per share, contained in the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, filed by
the Registrant with the Commission on April 27, 2005, or contained in any subsequent amendment or
report filed for the purpose of updating such description.
All documents which may be filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered under the Plan pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated herein by reference and to be made a part hereof from the date of filing
of such documents. To the extent that any information contained in any Current Report on Form 8-K,
or any exhibit thereto, is furnished to, rather than filed with, the Commission, such information
or exhibit is specifically not incorporated by reference into this Registration Statement.
Any statement contained in this Registration Statement or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of
this Registration
II-1
Statement to the extent that a statement contained in any subsequently filed
document which also is incorporated or deemed to be incorporated herein by reference modifies or
supersedes such earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Ohio Revised Code.
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(1) A corporation may indemnify or agree to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a judgment
in its favor, by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court of common pleas or the
court in which such action or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court shall
deem proper;
II-2
(b) Any action or suit in which the only liability asserted against a director
is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member, manager,
or agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in division (E)(1) or (2) of this section, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the indemnifying
corporation who were not and are not parties to or threatened with the action, suit,
or proceeding referred to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is not
obtainable or if a majority vote of a quorum of disinterested directors so directs,
in a written opinion by independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by or who has performed
services for the corporation or any person to be indemnified within the past five
years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action, suit, or
proceeding referred to in division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under division (E)(4)(a) or by
independent legal counsel under division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the action or suit by or in the
right of the corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to petition the
court of common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission that is the subject
of an action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, the articles or the regulations of a corporation state, by specific
reference to this division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including attorney's
fees, incurred by a director in defending the action, suit, or proceeding shall be
paid by the corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action, suit, or
proceeding.
II-3
(b) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee, member, manager, or agent in defending any action, suit, or
proceeding referred to in division (E)(1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final disposition of the action,
suit, or proceeding, as authorized by the directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive of,
and shall be in addition to, any other rights granted to those seeking
indemnification under the articles, the regulations, any agreement, a vote of
shareholders or disinterested directors, or otherwise, both as to action in their
official capacities and as to action in another capacity while holding their offices
or positions, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a financial
interest.
(8) The authority of a corporation to indemnify persons pursuant to division
(E)(1) or (2) of this section does not limit the payment of expenses as they are
incurred, indemnification, insurance, or other protection that may be provided
pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2)
of this section do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, shall stand in the same position under this
section with respect to the new or surviving corporation as he would if he had
served the new or surviving corporation in the same capacity.
Registrant's Amended and Restated Code of Regulations.
Article FIVE of the Registrant's
Amended and Restated Code of Regulations governs indemnification by the Registrant and provides as
follows:
SECTION 5.01. INDEMNIFICATION. The corporation shall indemnify any officer or
director of the corporation who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, agent or volunteer of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), limited liability
company, partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts
II-4
paid in
settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding if his act or omission giving rise to any claim for
indemnification under this Section 5.01 was not occasioned by his intent to cause
injury to the corporation or by his reckless disregard for the best interests of the
corporation, and in respect of any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. It shall be presumed that no
act or omission of a person claiming indemnification under this Section 5.01 that
gives rise to such claim was occasioned by an intent to cause injury to the
corporation or by a reckless disregard for the best interests of the corporation
and, in respect of any criminal matter, that such person had no reasonable cause to
believe his conduct was unlawful; the presumption recited in this Section 5.01 can
be rebutted only by clear and convincing evidence, and the termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding:
(A) The corporation shall not indemnify any officer or director of the
corporation who was a party to any completed action or suit instituted by or in the
right of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, agent or volunteer of the
corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), limited liability
company, partnership, joint venture, trust or other enterprise, in respect of any
claim, issue or matter asserted in such action or suit as to which he shall have
been adjudged to be liable for an act or omission occasioned by his deliberate
intent to cause injury to the corporation or by his reckless disregard for the best
interests of the corporation, unless and only to the extent that the Court of Common
Pleas of Sandusky County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability, and
in view of all the circumstances of the case, he is fairly and reasonably entitled
to such indemnity as such Court of Common Pleas or such other court shall deem
proper; and
(B) The corporation shall promptly make any such unpaid indemnification as is
determined by a court to be proper as contemplated by this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 5.01,
or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs) actually
and reasonably incurred by him in connection therewith.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification required under
Section 5.01 and not precluded under Section 5.02 shall be made by the corporation
only upon a determination that such indemnification is proper in the circumstances
because the officer or director has met the applicable standard of conduct set forth
in Section 5.01. Such determination may be made only (a) by a majority vote of a
quorum consisting of directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or (b) if such a quorum
is not obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained by or who has
performed services for the corporation, or any person to be indemnified, within the
past five years, or (c) by the shareholders, or (d) by the Court of Common Pleas of
Sandusky County, Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such
determination may be made by a court under division (d) of this Section 5.04 at any
time
II-5
(including, without limitation, any time before, during or after the time when
any such determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under division (a) or by
independent legal counsel under division (b) or by the shareholders under division
(c) of this Section 5.04); and no failure for any reason to make any such
determination, and no decision for any reason to deny any such determination, by the
disinterested directors under division (a) or by independent legal counsel under
division (b) or by the shareholders under division (c) of this Section 5.04 shall be
evidence in rebuttal of the presumption recited in Section 5.01. Any determination
made by the disinterested directors under division (a) or by independent legal
counsel under division (b) of this Section 5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or brought by
or in the right of the corporation shall be promptly communicated to the person who
threatened or brought such action or suit, and within ten (10) days after receipt of
such notification such person shall have the right to petition the Court of Common
Pleas of Sandusky County, Ohio or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. The provisions of Section 1701.13(E)(5)(a)
of the Ohio Revised Code do not apply to the corporation. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding referred to
in Section 5.01 shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding to or on behalf of the officer or director
promptly as such expenses are incurred by him, but only if such officer or director
shall first agree, in writing, to repay all amounts so paid in respect of any claim,
issue or other matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise if it is proved
by clear and convincing evidence in a court of competent jurisdiction that, in
respect of any such claim, issue or other matter, his relevant action or failure to
act was occasioned by his deliberate intent to cause injury to the corporation or
his reckless disregard for the best interests of the corporation, unless, and only
to the extent that, the Court of Common Pleas of Sandusky County, Ohio or the court
in which such action or suit was brought shall determine upon application that,
despite such determination, and in view of all of the circumstances, he is fairly
and reasonably entitled to all or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided by this
Article Five shall not be exclusive of, and shall be in addition to, any other
rights to which any person seeking indemnification may be entitled under the
Articles, the Regulations, any agreement, a vote of disinterested directors, or
otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased
to be an officer or director of the corporation and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
SECTION 5.07. INSURANCE. The corporation may purchase and maintain insurance,
or furnish similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, for or on behalf of any person who is or was a director,
officer, employee, agent or volunteer of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer, employee, member,
manager, agent or volunteer of another corporation (domestic or foreign, nonprofit
or for profit), limited liability company, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him against such
liability under the provisions of this Article Five. Insurance may be purchased from
or maintained with a person in which the corporation has a financial interest.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article Five, and as an
example and not by way of limitation:
II-6
(A) A person claiming indemnification under this Article Five shall be deemed
to have been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be terminated as to such
person, with or without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement thereof (whether or
not any such termination is based upon a judicial or other determination of the lack
of merit of the claims made against him or otherwise results in a vindication of
him).
(B) References to an "other enterprise" shall include employee tax benefit
plans; references to a "fine" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.
SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim for,
or for repayment to the corporation of, indemnification under this Article Five may
be maintained by the person claiming such indemnification, or by the corporation, in
the Court of Common Pleas of Sandusky County, Ohio. The corporation and (by claiming
or accepting such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Sandusky County,
Ohio in any such action, suit or proceeding.
Directors and Officers Insurance Policies.
The Registrant maintains, and in the future may
continue to maintain, directors and officers liability insurance coverage to insure its present
and/or former directors and officers against certain liabilities and expenses which might be
incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits on page II-10 of this Registration Statement, which is incorporated
herein by reference.
Item 9. Undertakings.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price
II-7
set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii)
to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however
, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6 of Part II of this Registration Statement, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fremont, State of Ohio, on March 24, 2011.
CROGHAN BANCSHARES, INC.
By:
/s/ Rick M. Robertson
Rick M. Robertson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated below on March 24, 2011.
Signature
Title
/s/ Rick M. Robertson
Rick M. Robertson
President and Chief Executive Officer (Principal Executive Officer),
and Director
/s/ Kendall W. Rieman
Kendall W. Rieman
Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ Michael D. Allen
Sr.
*
Michael D. Allen Sr.
Director
/s/ James E. Bowlus
*
James E. Bowlus
Director
/s/ James R. Faist
*
James R. Faist
Director
/s/ Claire F. Johansen
*
Claire F. Johansen
Director
/s/ Stephen A. Kemper
*
Stephen A. Kemper
Director
/s/ Daniel W. Lease
*
Daniel W. Lease
Director
/s/ Thomas W.
McLaughlin
*
Thomas W. McLaughlin
Director
/s/ Allan E. Mehlow
*
Allan E. Mehlow
Director
/s/ Gary L. Zimmerman
*
Gary L. Zimmerman
Director
*
The undersigned, by signing his name hereto, does hereby sign this Registration Statement on
behalf of each of the above-named directors of the Registrant pursuant to Powers of Attorney
executed by said directors, which Powers of Attorney are filed with this Registration Statement as
Exhibit 24.1.
/s/  Kendall W. Rieman
Date: March 24, 2011
Kendall W. Rieman, Attorney-in-Fact
II-9
INDEX TO EXHIBITS
Exhibit No.
Description
Location
4.1
Amended Articles of
Incorporation of the
Registrant.
Incorporated herein by
reference to Exhibit 3(i)
to the Registrant's
Quarterly Report on Form
10-Q for the fiscal quarter
ended June 30, 1997, as
filed by the Registrant
with the Commission on July
29, 1997 (File No.
0-20159).
4.2
Amendment to Amended
Articles of Incorporation
of the Registrant.
Incorporated herein by
reference to Exhibit 3.1(b)
to the Registrant's Annual
Report on Form 10-K for the
fiscal year ended December
31, 2007, as filed by the
Registrant with the
Commission on March 25,
2008 (File No. 0-20159).
4.3
Amended and Restated Code
of Regulations of the
Registrant.
Incorporated herein by
reference to Exhibit 3(ii)
to the Registrant's
Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 2000,
as filed by the Registrant
with the Commission on July
27, 2000 (File No.
0-20159).
10.1
Croghan Bancshares, Inc.
Amended and Restated 2002
Stock Option and Incentive
Plan.
Incorporated herein by
reference to Exhibit 10.3
to the Registrant's Annual
Report on Form 10-K for the
fiscal year ended December
31, 2008, as filed by the
Registrant with the
Commission on March 25,
2009 (File No. 0-20159).
23.1
Consent of Clifton
Gunderson LLP, the
Registrant's independent
registered public
accounting firm.
Filed herewith.
24.1
Powers of Attorney.
Filed herewith.
II-10