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                                 EXHIBIT 10(ii)

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                                    AGREEMENT


     This Agreement, made and entered into this 29th day of April, 1999, by and
between The Croghan Colonial Bank, a Bank organized and existing under the laws
of the State of Ohio, hereinafter referred to as "the Bank," and (Executive
Officer)1, a Key Employee and the Executive of the Bank, hereinafter referred to
as "the Executive."

     The Executive has been in the employ of the Bank for several years and has
now and for years past faithfully served the Bank. It is the consensus of the
Board of Directors of the bank (the Board) that the Executive's services have
been of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Executive's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would suffer severe financial loss should the Executive terminate the
Executive's services.

     Accordingly, it is the desire of the Bank and the Executive to enter into
this Agreement under which the Bank will agree to make certain payments to the
Executive upon retirement and, alternatively, to the Executive's
beneficiary(ies) in the event of premature death while employed by the Bank.

     It is the intent of the parties hereto that this Agreement be considered an
arrangement maintained primarily to provide supplemental retirement benefits for
the Executive, as a member of a select group of management or highly-compensated
employees of the Bank, and to be considered a non-qualified benefit plan for
purposes of the Employee Retirement Security Act of 1974 (ERISA). The Executive
is fully advised of the Bank's financial status and has had substantial input in
the design and operation of this benefit plan.

     Therefore, in consideration of the Executive's services performed in the
past and those to be performed in the future and based upon the mutual promises
and covenants herein contained, the Bank and the Executive, agree as follows:

I.       DEFINITIONS

A.       EFFECTIVE DATE:

         The effective date of this Agreement shall be April 29, 1999.

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B.      PLAN YEAR:

        Any reference to "year" shall mean a calendar year from January
        1 to December 31. In the year of implementation, the term "year"
        shall mean the period from the effective date to December 31 of
        the year of the effective date.

C.      RETIREMENT DATE:

        Retirement Date shall mean retirement from service with the Bank
        which becomes effective on the first day of the calendar month
        following the month in which the Executive reaches his
        sixty-fifth (65th) birthday or such later date as the Executive
        may actually retire.

D.      EARLY RETIREMENT DATE:

        Early Retirement Date shall mean a retirement from service which
        is effective prior to the Normal Retirement Date stated above,
        provided the Executive has attained age sixty-two (62).

E.      TERMINATION OF SERVICE:

        Termination of Service shall mean either: (i) a voluntary
        resignation of service by the Executive; or (ii) the Bank's
        discharge of the Executive without cause ["cause" defined in
        Subparagraph III (E) hereinafter], prior to the Normal
        Retirement Age [described in Subparagraph I (K) hereinafter].

F.      PRE-RETIREMENT ACCOUNT:

        A Pre-Retirement Account shall be established as a liability
        reserve account on the books of the Bank for the benefit of the
        Executive. Prior to termination of service or the Executive's
        Retirement, such liability reserve account shall be increased
        each year by an amount equal to the annual earnings, if any, for
        the year determined by the Index (described in Subparagraph I
        (H) hereinafter), less the Opportunity Cost for that year
        (described in Subparagraph I (I) hereinafter).

G.      INDEX RETIREMENT BENEFIT:

        The Index Retirement Benefit for the Executive for any year
        shall be equal to the excess of the annual earnings (if any)
        determined by the Index [Subparagraph I (H)] for that year over
        the Opportunity Cost [Subparagraph I (I)], for that year.

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H.       INDEX:

         The Index for any year shall be the aggregate annual after-tax
         income from the life insurance contracts described hereinafter
         as defined by FASB Technical Bulletin 85-4. This Index shall be
         applied as if such insurance contracts were purchased on the
         effective date hereof.

         If such contracts of life insurance are actually purchased by
         the Bank then the actual policies as of the dates they were
         purchased shall be used in calculations under this Agreement.
         If such contracts of life insurance are not purchased or are
         subsequently surrendered or lapsed, then the Bank shall receive
         annual policy illustrations that assume the above described
         policies were purchased from the above named insurance
         company(ies) on the effective date from which the increase in
         policy value will be used to calculate the amount of the Index.

         In either case, references to the life insurance contract are
         merely for purposes of calculating a benefit. The Bank has no
         obligation to purchase such life insurance and, if purchased,
         the Executive and his beneficiary(ies) shall have no ownership
         interest in such policy and shall always have no greater
         interest in the benefits under this Agreement than that of an
         unsecured general creditor of the Bank.

I.       OPPORTUNITY COST:

         The Opportunity Cost for any Plan Year shall be calculated by
         taking the sum of the amount of premiums set forth in the
         Indexed policies described hereinabove plus the amount of any
         after-tax benefits paid to any Executive pursuant to the Plan
         (Paragraph III hereinafter) plus the amount of all previous
         years after-tax Opportunity Cost, and multiplying that sum by
         the average annualized after-tax yield of a two-year Treasury
         note for the Plan Year.

J.       CHANGE OF CONTROL

         Change of Control shall be deemed to be the cumulative transfer
         of more than fifty percent (50%) of the voting stock of the Bank
         or Croghan Bancshares, Inc. from the effective date of this
         Agreement. For the purposes of this Agreement, transfers on
         account of deaths or gifts, transfers between family members or
         transfers to a qualified retirement plan maintained by the Bank
         or Croghan Bancshares, Inc. shall not be considered in
         determining whether there has been a change in control.

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K.       NORMAL RETIREMENT AGE:

         Normal Retirement Age shall mean the date on which the Executive
         attains age sixty-five (65).

II.      EMPLOYMENT

         No provision of this Agreement shall be deemed to restrict or limit any
         existing employment agreement by and between the Bank and the
         Executive, nor shall any conditions herein create specific employment
         rights to the Executive nor limit the right of the Employer to
         discharge the Executive with or without cause. In a similar fashion, no
         provision shall limit the Executive's rights to voluntarily sever his
         employment at any time.

III.     INDEX BENEFITS

         The following benefits provided by the Bank to the Executive are in the
         nature of a fringe benefit and shall in no event be construed to effect
         nor limit the Executive's current or prospective salary increases, cash
         bonuses or profit-sharing distributions or credits.

          A.    RETIREMENT BENEFITS:

                Should the Executive continue to be employed by the Bank until
                the "Normal Retirement Age" defined in Subparagraph I (K), he
                shall be entitled to receive the balance in the Pre-Retirement
                Account [as defined in Subparagraph I (F)] in ten (10) equal
                annual installments commencing thirty (30) days following the
                Executive's retirement. In addition to these payments, the Index
                Retirement Benefit (as defined in Subparagraph I (G) above) for
                each year shall be paid to the Executive until death.

          B.    EARLY RETIREMENT:

                Should the Executive elect Early Retirement subsequent to the
                Early Retirement Date [defined in Subparagraph I (D)], the
                Executive shall be entitled to receive the balance in the
                Pre-Retirement Account paid over ten (10) years in equal
                installments commencing at said Early Retirement Date. In
                addition to these payments and commencing when the Executive
                attains Normal Retirement Age [Subparagraph I (K)], the Index
                Retirement Benefit for each year shall be paid to the Executive
                until death.

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C.       TERMINATION OF SERVICE:

     (I) VOLUNTARY RESIGNATION OF SERVICE

         Should the Executive voluntarily resign from service at
         the Bank prior to attaining age sixty-five (65)
         [Subparagraph I (E)(i)], then the Executive shall
         forfeit all benefits under this Agreement.

    (II) DISCHARGE WITHOUT CAUSE

         Subject to Subparagraph III (E) hereinafter, should the
         Executive suffer a Termination of Service as defined in
         Subparagraph I (E)(ii) [i.e. the Bank's discharge of the
         Executive without cause prior to attaining age
         sixty-five (65)], the Executive shall be entitled to
         receive the following percentage of the balance in the
         Pre-Retirement Account paid over ten (10) years in equal
         installments commencing at the Normal Retirement Age
         [Subparagraph I (K)]. In addition to these payments and
         commencing in the Plan Year in which the Executive
         attains Normal Retirement Age, the following percentage
         of the Index Retirement Benefit for each year shall be
         paid to the Executive until death. The percentage
         hereinbelow corresponds to the number of full years the
         Executive has been employed by the Bank from the date of
         first employment:

              Total Years
              of Employment
              With the Bank                  Vested
              -------------                  ------

                     0-5                     0%
                    6-10                     20% per year
                                             (to a maximum of
                                             100%)

D.       DEATH:

                Should the Executive die prior to having received that portion
                of the Pre-Retirement Account to which the Executive may be
                entitled pursuant to this Agreement the unpaid balance of the
                Pre-Retirement Account shall be paid in a lump sum to the
                beneficiary selected by the Executive and filed with the Bank.
                In the absence of or a failure to designate a beneficiary, the
                unpaid balance shall be paid in a lump sum to the personal
                representative of the Executive's estate.

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     E.         DISCHARGE FOR CAUSE:


                Should the Executive be discharged for cause at any time, all
                benefits under this Agreement shall be forfeited. The term "for
                cause" shall mean gross negligence or gross neglect or the
                commission of a felony or of a misdemeanor involving moral
                turpitude, fraud, dishonesty or willful violation of any law
                that results in any adverse effect on the Bank. If a dispute
                arises as to discharge "for cause", such dispute shall be
                resolved by arbitration as set forth in this Agreement.

     F.         DISABILITY BENEFIT:

                In the event the Executive becomes disabled prior to Termination
                of Service, and the Executive's service is terminated because of
                such disability, the Executive shall immediately begin receiving
                the benefits in Subparagraph III (A) above. Such benefit shall
                begin without regard to Executive's Normal Retirement Age and
                the Executive shall be one hundred percent (100%) vested in the
                entire benefit amount. For the purposes of this Agreement,
                disability shall have the same definition and criteria as the
                Bank's long-term disability program. If a change in control
                occurs or the Bank discontinues its long-term disability
                program, disability shall have the same definition as described
                in the last long-term disability program prior to said
                discontinuance or change of control.

     G.         DEATH BENEFIT:

                Except as set forth above, there is no death benefit provided
                under this Agreement.

IV.      RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside, earmark or entrust any
         fund or money with which to pay its obligations under this Agreement.
         The Executive, the Executive's beneficiary(ies) or any successor in
         interest to the Executive shall be and remain simply a general creditor
         of the Bank in the same manner as any other creditor having a general
         claim for matured and unpaid compensation.

         The Bank reserves the absolute right at its sole discretion to either
         fund the obligations undertaken by this Agreement or to refrain from
         funding the same and to determine the exact nature and method of such
         funding. Should the Bank elect to fund this Agreement, in whole or in
         part, through the purchase of life insurance, mutual funds, disability
         policies or annuities, the Bank reserves the absolute right, in its
         sole discretion, to terminate such funding at any time, in whole or in
         part. At no time shall the Executive be deemed to have any lien or
         right, title or interest in or to any specific funding investment or to
         any assets of the Bank.

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         If the Bank elects to invest in a life insurance, disability or annuity
         policy upon the life of the Executive, then the Executive shall assist
         the Bank by freely submitting to a physical exam and supplying such
         additional information necessary to obtain such insurance or annuities.

V.       CHANGE OF CONTROL

         Upon a Change of Control (as defined in Subparagraph I (J) herein), if
         the Executive's employment is subsequently terminated, except for
         cause, then he shall receive the benefits promised in this Agreement
         upon attaining age sixty-two (62), as if the Executive had been
         continuously employed by the Bank until said age sixty-two (62). The
         Executive will also remain eligible for all promised death benefits in
         this Agreement. In addition, no sale, merger or consolidation of the
         Bank shall take place unless the new or surviving entity expressly
         acknowledges the obligations under this Agreement and agrees to abide
         by its terms.

VI.      COVENANT NOT TO COMPETE

         1.   COVENANT NOT TO COMPETE. In recognition of the value provided by
              the Executive Supplemental Retirement Plan which the Executive and
              the Bank agree is good and sufficient consideration for the
              promises made herein, Executive agrees that the following
              covenants are necessary for the protection of the Bank, do not
              impose undue hardship on the Executive and are not injurious to
              the public. Therefore, the Executive agrees that, in the event the
              Executive elects to accept the supplemental retirement benefit
              under the early retirement clause [Subparagraphs I(D) and III(B)],
              then for a period of three years or until the Executive attains
              age 65, whichever comes first.

             (a)  Executive will not accept employment, serve as a consultant or
                  independent Contractor, have any ownership or equity position
                  (except that Executive may own not more than 2% of the
                  outstanding stock of any publicly traded company without
                  violating this covenant), serve as a director or officer,
                  assist or act in concert with any bank or financial services
                  provider having an office or branch office located within
                  thirty (30) miles of any office or branch office of the Bank.

             (b)  Executive acknowledges that, within the course of the
                  Executive's employment, the Executive has and will acquire
                  knowledge of trade secrets and confidential information about
                  the business of the Bank and the customers whom it serves and
                  that the release of such knowledge would result in economic
                  and other harm to the Bank. The Executive will not disclose or
                  make use of any of the Bank's trade secrets or confidential
                  information concerning the Bank's customers, information
                  obtained from customers, information concerning the operations
                  of the Bank or its marketing efforts and any other information
                  which the Executive held as

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                  secret or confidential or was directed by the Bank to hold as
                  secret or confidential during the term of the Executive's
                  employment. This covenant shall be continuing without regard
                  to any period of time specified above. Upon the termination of
                  employment with the Bank for any reason, the Executive will
                  return to the Bank all materials in whatever format they may
                  exist including electronic media, which constitute or relate
                  to the confidential or trade secret information described
                  above.

             (c)  The Executive will not solicit any employee of the Bank to
                  leave his or her employment with the Bank or assist or
                  recommend to any third party that an employee of the Bank be
                  solicited to leave the employment of the Bank nor will the
                  Executive hire or recommend the hiring of any employee of the
                  Bank who seeks employment with the Executive or any company
                  other than the Bank with which the Executive is employed or
                  with which the Executive has any relationship in the future.

             (d)  The Executive agrees that each of the forgoing covenants is a
                  separate and distinct covenant, independent of the others, and
                  that the illegality or invalidity of any one or more of them
                  or any part of any one or more of them shall not render the
                  others illegal or invalid, and that, if the invalidity or
                  unenforceability is due to the unreasonableness of the time or
                  geographical area covered by the covenant, then the covenant
                  shall nevertheless be enforced to the maximum extent permitted
                  by law and effective for such period of time and for such area
                  as may be determined to be reasonable by a court of competent
                  jurisdiction, and the Executive agrees that the scope may be
                  jurisdictionally modified accordingly in any proceeding
                  brought to enforce such covenant.

             (e)  The Executive acknowledges and agrees that the above covenants
                  are of the essence of this Agreement and shall be construed as
                  independent of any other provision of this Agreement, and the
                  existence of any claim or cause of action of the Executive
                  against the Bank, whether predicated on the Agreement or
                  otherwise, shall not constitute a defense to the enforcement
                  by the Bank of any of the covenants.

          2.      ENFORCEMENT.  The Executive acknowledges and agrees that, if
                  the Executive breaches any of the covenants not to compete as
                  set forth herein, the Bank shall have the right, in addition
                  to any other rights provided herein, or that it may have in
                  law or equity, to seek and obtain from any court of competent
                  jurisdiction relief by way of injunction. The Executive
                  acknowledges and agrees that if the Executive breaches any of
                  the covenants, the Bank will suffer irreparable harm and will
                  have no adequate remedy at law although the Bank may be
                  entitled to damages for the breach in addition to injunctive
                  relief. If it is determined by a court of competent
                  jurisdiction that the Executive has breached the covenant to
                  compete as set forth herein, then this

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                  Agreement shall immediately terminate and the Executive shall
                  forfeit all benefits provided herein.

VII.     MISCELLANEOUS

         A.       ALIENABILITY AND ASSIGNMENT PROHIBITION:

                  Neither the Executive, nor the Executive's spouse nor any
                  other beneficiary under this Agreement shall have any power or
                  right to transfer, assign, anticipate, hypothecate, mortgage,
                  commute, modify or otherwise encumber in advance any of the
                  benefits payable hereunder nor shall any of said benefits be
                  subject to seizure for the payment of any debts, judgements,
                  alimony or separate maintenance owed by the Executive or the
                  Executive's beneficiary, nor be transferable by operation of
                  law in the event of bankruptcy, insolvency or otherwise. In
                  the event the Executive or any beneficiary attempts
                  assignment, commutation, hypothecation, transfer or disposal
                  of the benefits hereunder, the Bank's liabilities shall
                  forthwith cease and terminate.

         B.       BINDING OBLIGATION OF BANK AND ANY SUCCESSOR IN INTEREST:

                  The Bank expressly agrees that it shall not merge or
                  consolidate into or with another bank or sell substantially
                  all of its assets to another bank, firm or person until such
                  bank, firm or person expressly agrees, in writing, to assume
                  and discharge the duties and obligations of the Bank under
                  this Agreement. This Agreement shall be binding upon the
                  parties hereto, their successors, beneficiary(ies), heirs and
                  personal representatives.

         C.       REVOCATION:

                  It is agreed by and between the parties hereto that, during
                  the lifetime of the Executive, this Agreement may be amended
                  or revoked at any time or times, in whole or in part, by the
                  mutual written assent of the Executive and the Bank.

         D.       GENDER:

                  Whenever in this Agreement words are used in the masculine or
                  neuter gender, they shall be read and construed as in the
                  masculine, feminine or neuter gender, whenever they should so
                  apply.

         E.       EFFECT ON OTHER BANK BENEFIT PLANS:

                  Nothing contained in this Agreement shall affect the right of
                  the Executive to participate in or be covered by any qualified
                  or non-qualified pension, profit-sharing, group, bonus or
                  other supplemental compensation or fringe

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                  benefit plan constituting a part of the Bank's existing or
                  future compensation structure.

         F.       HEADINGS:

                  Headings and subheadings in this Agreement are inserted for
                  reference and convenience only shall not be deemed a part of
                  this Agreement.

         G.       APPLICABLE LAW:

                  The validity and interpretation of this Agreement shall be
                  governed by the laws of the State of Ohio.

         H.       SEVERABILITY:

                  The invalidity or unenforceability of any provision of this
                  Agreement, whether in whole or in part, shall not in any way
                  affect the validity or enforceability of any other provision
                  of this Agreement. Any invalid or unenforceable provision
                  shall be deemed severable to the extent of any such invalidity
                  or unenforceability.

VIII.    ERISA PROVISION

         A.       NAMED FIDUCIARY AND PLAN ADMINISTRATOR:

                  The "Named Fiduciary and Plan Administrator" of this plan
                  shall be The Croghan Colonial Bank until its resignation or
                  removal by the Board. As Named Fiduciary and Administrator,
                  the Bank shall be responsible for the management, control and
                  administration of the Executive Supplemental Retirement Plan
                  Agreement as established herein. The Named Fiduciary may
                  delegate to others certain aspects of the management and
                  operation responsibilities of the plan including the
                  employment of advisors and the delegation of ministerial
                  duties to qualified individuals.

         B.       CLAIMS PROCEDURE AND ARBITRATION:

                  In the event a dispute arises over benefits under this
                  Agreement and benefits are not paid to the Executive (or to
                  his beneficiary in the case of the Executive's death) and such
                  claimants feel they are entitled to receive such benefits,
                  then a written claim must be made to the Named Fiduciary and
                  Administrator named above within sixty (60) days from the date
                  payments are refused. The Names Fiduciary and Administrator
                  and the Bank shall review the written claim and if the claim
                  is denied, in whole or in part, they shall provide in writing
                  within sixty (60) days of receipt of such claim their specific
                  reasons for such denial, reference to the provisions of this
                  Agreement upon which the denial is based and any

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                  additional material of information necessary to perfect the
                  claim. Such written notice shall further indicate the
                  additional steps to be taken by claimants if a further review
                  of the claim denial is desired. A claim shall be deemed denied
                  if the Named Fiduciary and Administrator fails to take any
                  action within the aforesaid sixty-day period.

                  If claimants desire a second review they shall notify the
                  Named Fiduciary and Administrator in writing within sixty (60)
                  days of the first claim denial. Claimants may review this
                  Agreement or any documents relating thereto and submit any
                  written issues and comments they may feel appropriate. In its
                  sole discretion, the Named Fiduciary and Administrator shall
                  then review the second claim and provide a written decision
                  within sixty (60) days of receipt of such claim. This decision
                  shall likewise state the specific reasons for the decision and
                  shall include reference to specific provisions of this
                  Agreement upon which the decision is based.

                  If claimants continue to dispute the benefit based upon
                  completed performance of this Agreement of the meaning and
                  effect of the terms and conditions thereof, then claimants may
                  submit the dispute to a Board of Arbitration for final
                  arbitration. Said Board shall consist of one member selected
                  by the claimant, one member selected by the Bank, and the
                  third member selected by the first two members. The Board
                  shall operate under any generally recognized set of
                  arbitration rules. The parties hereto agree that they and
                  their heirs, personal representatives, successors and assigns
                  shall be bound by the decision of such Board with respect to
                  any controversy properly submitted to it for determination.

                  Where a dispute arises as to the Bank's discharge of the
                  Executive "for cause", such dispute shall likewise be
                  submitted to arbitration as above described and the parties
                  hereto agree to be bound by the decision thereunder.

         IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 29th day
of April, 1999 and that, upon execution, each has received a conforming copy.

                                            THE CROGHAN COLONIAL BANK
                                                Fremont, Ohio


----------------------------                -------------------------------
Witness                                     Bank Officer             Title


----------------------------                --------------------------------
Witness                                     (Executive Officer)(1)


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                  (1) On April 29, 1999 the following Executive Officers of the
                  Corporation and/or the Bank entered into Executive
                  Supplemental Retirement Plan Agreements with the Bank, all of
                  which Agreements have substantially identical terms: James A.
                  Draeger, William C. Hensley, Thomas F. Hite, Barry F. Luse,
                  Allan E. Mehlow, James K. Walter.

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