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                                 EXHIBIT 10(iv)

                            CROGHAN BANCSHARES, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN


      1.    PURPOSE.  The purpose of the Croghan Bancshares, Inc. ("Croghan"),
2002 Stock Option and Incentive Plan (this "Plan") is to promote and advance
the interests of Croghan and its shareholders by enabling Croghan to attract,
retain and reward directors, managerial and other employees of Croghan and any
subsidiary and to strengthen the mutuality of interests between such directors
and employees and Croghan's shareholders by providing such persons with a
proprietary interest in pursuing the long-term growth, profitability and
financial success of Croghan.

      2.    DEFINITIONS.  For purposes of this Plan, the following terms shall
have the meanings set forth below:

            (a) "Award" means the grant by the Committee of an Incentive Stock
      Option, a Non-Qualified Stock Option or a Stock Appreciation Right, or any
      combination thereof, as provided in the Plan.

            (b)   "Board" means the Board of Directors of Croghan.

            (c) "Buy Out Notice" means the notice defined in Section 14 of this
      Plan.

            (d) "Code" means the Internal Revenue Code of 1986, as amended, or
      any successor thereto, together with rules, regulations and
      interpretations promulgated thereunder.

            (e) "Committee" means the Committee of the Board constituted as
      provided in Section 3 of this Plan.

            (f) "Common Shares" means the common shares, $12.50 par value per
      share, of Croghan or any security of Croghan issued in substitution, in
      exchange or in lieu thereof.

            (g)   " Croghan" means Croghan Bancshares, Inc., an Ohio
      corporation, or any successor corporation.

            (h) "Employment" means regular employment with Croghan or a
      Subsidiary and does not include service as a director only.

            (i) "ERISA" means the Employee Retirement Income Security Act, as
      amended, or any successor thereto, together with rules, regulations and
      interpretations promulgated thereunder.

            (j) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, or any successor statute.

            (k)   "Fair Market Value" means as follows:

                  (i) If the Common Shares are traded on a national securities
            exchange at the time of grant of the Stock Option, then the Fair
            Market Value shall be the average of the highest and the lowest
            selling price on such exchange on the date that such Stock Option is
            granted or, if there were no sales on such date, then on the next
            prior business day on which there was a sale.

                  (ii) If the Common Shares are quoted on The Nasdaq Stock
            Market at the time of the grant of the Stock Option, then the Fair
            Market Value shall be the mean between the closing bid and closing
            asked quotation with respect to a Common Share on such date on The
            Nasdaq Stock Market.

                  (iii) If the Common Shares are not traded on a national
            securities exchange or quoted on The Nasdaq Stock Market, then the
            Fair Market Value shall be as determined by the Committee.

            (l)   "FDIC" means the Federal Deposit Insurance Corporation.

            (m)   "Federal Reserve Board" means the Board of Governors of the
      Federal Reserve System.

            (n) "Incentive Stock Option" means any Stock Option granted pursuant
      to the provisions of Section 6 of this Plan which is intended to be and is
      specifically designated as an "incentive stock option" within the meaning
      of Section 422 of the Code.

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            (o) "Non-Qualified Stock Option" means any Stock Option granted
      pursuant to the provisions of Section 6 of this Plan which is not an
      Incentive Stock Option.

            (p) "Participant" means an employee or director of Croghan or a
      Subsidiary who is granted a Stock Option under this Plan. Notwithstanding
      the foregoing, for the purposes of the granting of any Incentive Stock
      Option under this Plan, the term "Participant" shall include only
      employees of Croghan or a Subsidiary.

            (q)   "Plan" means the Croghan Bancshares, Inc., 2002 Stock Option
      and Incentive Plan, as set forth herein and as hereinafter amended from
      time to time.

            (r) "Related" means (i) in the case of a Stock Appreciation Right, a
      Stock Appreciation Right which is granted in connection with, and to the
      extent exercisable, in whole or in part, in lieu of, an Option and (ii) in
      the case of an Option, an Option with respect to which and to the extent
      to which a Stock Appreciation Right is exercisable, in whole or in part,
      in lieu thereof has been granted.

            (s)   "Repurchase Right" means the right defined in Section 10 of
      this Plan.

            (t) "Stock Appreciation Right" means a Stock Appreciation Right with
      respect to shares granted by the Committee pursuant to Section 11 hereof.

            (u) "Stock Option" means an award to purchase Common Shares granted
      pursuant to the provisions of Section 6 of this Plan.

            (v) "Subsidiary" means any corporation or entity in which Croghan
      directly or indirectly controls 50% or more of the total voting power of
      all classes of its stock having voting power and shall include The Croghan
      Colonial Bank, a bank incorporated under Ohio law.

            (w) "Terminated for Cause" means any removal of a director or
      discharge of an employee for personal dishonesty, incompetence, willful
      misconduct, breach of fiduciary duty involving personal profit,
      intentional failure to perform stated duties, willful violation of a
      material provision of any law, rule or regulation (other than traffic
      violations or similar offenses), a material violation of a final
      cease-and-desist order or any other action of a director or employee which
      results in a substantial financial loss to Croghan or a Subsidiary.

      3.    ADMINISTRATION.

            (a) This Plan shall be administered by the Committee, which shall be
      comprised of not fewer than three of the members of the Board. The members
      of the Committee shall be appointed from time to time by the Board.
      Members of the Committee shall serve at the pleasure of the Board, and the
      Board may from time to time remove members from, or add members to, the
      Committee. A majority of the members of the Committee shall constitute a
      quorum for the transaction of business. An action approved in writing by a
      majority of the members of the Committee then serving shall be fully as
      effective as if the action had been taken by unanimous vote at a meeting
      duly called and held.

            (b) The Committee is authorized to construe and interpret this Plan
      and to make all other determinations necessary or advisable for the
      administration of this Plan. The Committee may designate persons other
      than members of the Committee to carry out its responsibilities under such
      conditions and limitations as it may prescribe. Any determination,
      decision or action of the Committee in connection with the construction,
      interpretation, administration, or application of this Plan shall be
      final, conclusive and binding upon all persons participating in this Plan
      and any person validly claiming under or through persons participating in
      this Plan. Croghan shall effect the granting of Stock Options under this
      Plan in accordance with the determinations made by the Committee, by
      execution of instruments in writing in such form as approved by the
      Committee.

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      4.    DURATION OF, AND COMMON SHARES SUBJECT TO, THIS PLAN.

            (a) Term. This Plan shall terminate on the date which is ten (10)
      years from the date on which this Plan is adopted by the Board, except
      with respect to Stock Options then outstanding. Notwithstanding the
      foregoing, no Incentive Stock Option may be granted under this Plan after
      the date which is ten (10) years from the date on which this Plan is
      adopted by the Board or the date on which this Plan is approved by the
      shareholders of Croghan, whichever is earlier.

            (b) Common Shares Subject to Plan. The maximum number of Common
      Shares in respect of which Awards may be granted under this Plan, subject
      to adjustment as provided in Section 9 of this Plan, shall be 190,951
      Common Shares. For the purpose of computing the total number of Common
      Shares available for Awards under this Plan, there shall be counted
      against the foregoing limitations the number of Common Shares subject to
      issuance upon exercise or settlement of Stock Options as of the dates on
      which such Stock Options are granted. If any Stock Options or Stock
      Appreciation Rights are forfeited, terminated or exchanged for other Stock
      Appreciation Rights or Stock Options, or expire unexercised, the Common
      Shares which were theretofore subject to such Awards shall again be
      available for Awards under this Plan to the extent of such forfeiture,
      termination or expiration of such Awards.

      Common Shares which may be issued under this Plan may be either authorized
and unissued shares or issued shares which have been reacquired by Croghan. No
fractional shares shall be issued under this Plan.

      5. ELIGIBILITY AND GRANTS. Persons eligible for Awards under this Plan
shall consist of directors and managerial and other key employees of Croghan or
a Subsidiary who hold positions with significant responsibilities or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of Croghan or a Subsidiary. In selecting the
directors and employees to whom Awards will be made and the number of shares
subject to such Awards, the Committee shall consider the position, duties and
responsibilities of the eligible directors and employees, the value of their
services to Croghan and the Subsidiaries and any other factors the Committee may
deem relevant.

      6. STOCK OPTIONS. Stock Options granted under this Plan may be in the form
of Incentive Stock Options or Non-Qualified Stock Options. Such Stock Options
shall be subject to the following terms and conditions and in such form as the
Committee may from time to time approve and shall contain such additional terms
and conditions as the Committee shall deem desirable, not inconsistent with the
express provisions of the Plan:

            (a) Grant. Stock Options may be granted under this Plan on terms and
      conditions not inconsistent with the provisions of this Plan.

            (b) Stock Option Price. The option exercise price per Common Share
      purchasable under a Stock Option shall be determined by the Committee at
      the time of grant; provided, however, that in no event shall the exercise
      price of an Incentive Stock Option be less than 100% of the Fair Market
      Value of the Common Shares on the date of the grant of such Incentive
      Stock Option, and in the case of a Participant who owns Common Shares
      representing more than 10% of the outstanding Common Shares at the time an
      Incentive Stock Option is granted, the option exercise price shall in no
      event be less than 110% of the Fair Market Value of the Common Shares at
      the time the Incentive Stock Option is granted to such Participant.

            (c) Stock Option Terms. Subject to the right of Croghan to provide,
      in its sole discretion and without the consent of the Participant, for
      earlier termination in the event of any merger, acquisition or
      consolidation involving Croghan, the term of each Stock Option shall be
      fixed by the Committee; provided, however, that the term of an Incentive
      Stock Option will not exceed ten (10) years after the date the Incentive
      Stock Option is granted; provided further, however, that in the case of a
      Participant who owns a number of Common Shares representing more than 10%
      of the Common Shares outstanding at the time the Incentive Stock Option is
      granted, the term of the Incentive Stock Option shall not exceed five
      years.

            (d) Exercisability. Except as set forth in this Plan or as
      designated by the Committee at the time of grant, Stock Options awarded
      under this Plan shall be immediately exercisable in full.

            (e) Method of Exercise. A Stock Option may be exercised, in whole or
      in part, by giving written notice of exercise to Croghan specifying the
      number of Common Shares to be purchased. Such notice shall be accompanied
      by payment in full of the purchase price in cash or, if acceptable to the
      Committee in its sole discretion, in Common Shares already owned by the
      Participant, or by surrendering outstanding Stock Options. The Committee
      may also permit Participants, either on a selective or aggregate basis, to
      simultaneously exercise Stock Options and sell

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      Common Shares thereby acquired, pursuant to a brokerage or similar
      arrangement, approved in advance by the Committee, and use the proceeds
      from such sale as payment of the purchase price of such shares.

            (f) Special Rule for Incentive Stock Options. With respect to
      Incentive Stock Options granted under this Plan, to the extent the
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the number of shares with respect to which Incentive
      Stock Options are exercisable under all plans of Croghan or a Subsidiary
      for the first time by a Participant during any calendar year exceeds
      $100,000, or such other limit as may be required by the Code, such Stock
      Options shall be Non-Qualified Stock Options to the extent of such excess.

      7.    EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY, DEATH OR CHANGE IN
CONTROL.

            (a) Except in the event of the death or disability of a Participant
      or in the event a Participant is Terminated for Cause, upon the
      resignation, removal or retirement from the Board of any Participant who
      is a director of Croghan or a Subsidiary or upon the termination of
      Employment of a Participant who is not a director of Croghan or a
      Subsidiary, all Stock Options which have not yet become exercisable shall
      thereupon terminate and be of no further force or effect and, unless the
      Committee shall specifically state otherwise at the time a Stock Option is
      granted, all Stock Options which have become exercisable shall terminate
      if they are not exercised by the earlier of (i) the respective expiration
      dates of such Stock Options or (ii) the date which is three (3) months
      after such resignation, removal, retirement or termination of Employment.

            (b) Unless the Committee shall specifically state otherwise at the
      time a Stock Option is granted, all Stock Options granted under this Plan
      shall become exercisable in full on the date of termination of a
      Participant's employment or directorship with Croghan or a Subsidiary
      because of his death or disability, and, subject to extension by the
      Committee, all Stock Options shall terminate if not exercised by the
      earlier of (i) the respective expiration dates of any such Stock Options
      or (ii) the date which is twelve (12) months after the Participant's death
      or disability.

            (c) Unless the Committee shall specifically state otherwise at the
      time a Stock Option is granted, in the event the Employment or the
      directorship of a Participant is Terminated for Cause, any Stock Option
      which has not been exercised shall terminate and be of no further force or
      effect as of the date the Participant is Terminated for Cause.

            (d) All outstanding Stock Options shall become immediately
      exercisable in the event of a change in control or imminent change in
      control of Croghan or any Subsidiary, as determined by the Committee. For
      purposes of this Section 7, "change in control" shall mean: (i) the
      execution of an agreement for the sale of all, or a material portion of,
      the assets of Croghan or any Subsidiary; (ii) the execution of an
      agreement for a merger or recapitalization of Croghan or any Subsidiary or
      any merger or recapitalization whereby Croghan or any Subsidiary is not
      the surviving entity; (iii) a change of control of Croghan or any
      Subsidiary, as defined or determined by the Federal Reserve Board or the
      FDIC; or (iv) the acquisition, directly or indirectly, of the beneficial
      ownership (within the meaning of the term "beneficial ownership" as
      defined under Section 13(d) of the Exchange Act and the rules promulgated
      thereunder) of twenty-five percent (25%) or more of the outstanding voting
      securities of Croghan or any Subsidiary by any person, trust, entity or
      group. For purposes of this Section 7, "imminent change in control" shall
      refer to any offer or announcement, oral or written, by any person or any
      persons acting as a group, to acquire control of Croghan or any Subsidiary
      as to which an application or notice has been filed with the Federal
      Reserve Board or the FDIC and such application has been approved or such
      notice has not been disapproved.

      8. NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option under this Plan,
and no rights or interests therein, shall be assignable or transferable by a
Participant except by will or the laws of descent and distribution. During the
lifetime of a Participant, Stock Options are exercisable only by, and payments
in settlement of Stock Options will be payable only to, the Participant or his
or her legal representative.

      9.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

            (a) Notwithstanding the existence of this Plan and any Awards
      granted hereunder, the Board and/or the shareholders of Croghan shall at
      any time have the right, the power and the authority to make or authorize
      any of the following: any adjustment, recapitalization, reorganization or
      other change in Croghan's capital structure or its business; any merger,
      acquisition or consolidation of Croghan; any issuance of bonds,
      debentures, preferred or prior preference stocks ahead of or affecting
      Croghan's capital stock or the rights thereof; the dissolution or
      liquidation of Croghan or any sale or transfer of all or any part of its
      assets or business; or any other corporate act or proceeding,

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      including any merger or acquisition which would result in the exchange of
      cash, stock of another company or options to purchase the stock of another
      company for any Awards outstanding at the time of such corporate
      transaction or which would involve the termination of all Awards
      outstanding at the time of such corporate transaction.

            (b) In the event of any change in capitalization affecting the
      Common Shares of Croghan, such as a stock dividend, stock split,
      recapitalization, merger, consolidation, spin-off, split-up, combination
      or exchange of shares or other form of reorganization, or any other change
      affecting the Common Shares, such proportionate adjustments, if any, as
      the Board in its discretion may deem appropriate to reflect such change
      shall be made with respect to the aggregate number of Common Shares for
      which Awards in respect thereof may be granted under this Plan, the
      maximum number of Common Shares which may be sold or awarded to any
      Participant, the number of Common Shares covered by each outstanding
      Award, and the exercise price per share in respect of outstanding Awards.

      10. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION. The Committee, in
its sole discretion, may include, as a term of any Incentive Stock Option or
Non-Qualified Stock Option, the right (hereinafter the "Repurchase Right"), but
not the obligation, to repurchase all or any amount of the Common Shares
acquired by a Participant pursuant to the exercise of any such options. The
Repurchase Right shall provide for, among other terms, a specified duration of
the Repurchase Right, a specified price per Common Share to be paid upon the
exercise of the Repurchase Right and a restriction on the disposition of the
Common Shares by the Participant during the period of the Repurchase Right. The
Repurchase Right may permit Croghan to transfer or assign such right to another
party. Croghan may exercise the Repurchase Right only to the extent permitted by
applicable law.

      11. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right shall, upon its
exercise, entitle the Participant to whom such Stock Appreciation Right is
granted to receive a number of Common Shares or an amount of cash or combination
thereof, as the Committee in its discretion shall determine, the aggregate value
of which (i.e., the sum of the amount of cash and/or the fair market value of
such Common Shares on the date of exercise) shall equal (as nearly as possible)
the amount by which the Fair Market Value per Common Share on the date of such
exercise shall exceed the exercise price of such Stock Appreciation Right,
multiplied by the number of Common Shares with respect to which such Stock
Appreciation Right shall have been exercised. A Stock Appreciation Right may be
Related to an option or may be granted independently of any option and the
Committee shall determine whether and to what extent a Related Stock
Appreciation Right shall be granted with respect therein; provided, however,
that notwithstanding any other provision of this Plan, in the event that the
Related Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the applicable restrictions and limitations of Section 6
hereof as if such Related Stock Appreciation Right were an Incentive Stock
Option. In the case of a Related Stock Option, such Related Stock Option shall
cease to be exercisable to the extent of the Common Shares to which the Related
Stock Appreciation Right was exercised. Upon the exercise or termination of a
Related Stock Option, any Related Stock Appreciation Right shall terminate to
the extent of the Common Shares with respect to which the Related Stock Option
was exercised or terminated.

      12. AMENDMENT AND TERMINATION OF THIS PLAN. Without further approval of
the shareholders, the Board may at any time terminate this Plan, or may amend it
from time to time in such respects as the Board may deem advisable, except that
the Board may not, without approval of the shareholders, make any amendment
which would (a) increase the aggregate number of Common Shares which may be
issued under this Plan (except for adjustments pursuant to Section 9 of this
Plan), (b) materially modify the requirements as to eligibility for
participation in this Plan, or (c) materially increase the benefits accruing to
Participants under this Plan. The above notwithstanding, the Board may amend
this Plan to take into account changes in applicable securities, federal income
tax and other applicable laws.

      13. MODIFICATION OF OPTIONS. The Board may authorize the Committee to
direct the execution of an instrument providing for the modification of any
outstanding Stock Option which the Board believes to be in the best interests of
Croghan; provided, however, that no such modification, extension or renewal
shall confer on the holder of such Stock Option any right or benefit which could
not be conferred on him by the grant of a new Stock Option at such time and
shall not materially decrease the Participant's benefits under the Stock Option
without the consent of the holder of the Stock Option, except as otherwise
permitted under this Plan.

      14. BUY OUT OF AWARDS. At any time, the Committee, in its sole discretion
and without the consent of the Participant, may cancel any or all outstanding
Awards held by that Participant by providing to that Participant written notice
("Buy Out Notice") of its intention to exercise the rights reserved in this
Section 14. If a Buy Out Notice is given, Croghan also will pay to each affected
Participant the difference between (a) the Fair Market Value of each Award (or
portion of an Award) to be cancelled and (b) the exercise price associated with
each cancelled Award. However, unless otherwise designated by the Committee at
the time the Award is granted, no payment will be made with respect to any
Awards that are not exercisable when


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cancelled under this Section 14. Croghan will complete any buy out under this
Section 14 as soon as administratively possible after the date of the Buy Out
Notice. At the Committee's option, payment of the buy out amount may be made in
cash, in whole Common Shares or partly in cash and partly in Common Shares. The
number of whole Common Shares, if any, included in the buy out amount will be
determined by dividing the amount of the payment to be made in Common Shares by
the Fair Market Value as of the date of the Buy Out Notice.

      15.   MISCELLANEOUS.

            (a) Tax Withholding. Croghan shall have the right to deduct from any
      settlement made under this Plan, including the delivery or vesting of
      Common Shares, any federal, state or local taxes of any kind required by
      law to be withheld with respect to such payments or to take such other
      action as may be necessary in the opinion of Croghan to satisfy all
      obligation for the payment of such taxes. If Common Shares are used to
      satisfy tax withholding, such shares shall be valued based on the Fair
      Market Value when the tax withholding is required to be made.

            (b) No Right to Employment. Neither the adoption of this Plan nor
      the granting of any Award shall confer upon any employee of Croghan or a
      Subsidiary any right to continued Employment with Croghan or a Subsidiary,
      as the case may be, nor shall it interfere in any way with the right of
      Croghan or a Subsidiary to terminate the Employment of any of its
      employees at any time, with or without cause.

            (c) Annulment of Stock Options. The grant of any Stock Option under
      this Plan payable in cash is provisional until cash is paid in settlement
      thereof. The grant of any Stock Option under this Plan payable in Common
      Shares is provisional until the Participant becomes entitled to the
      certificate in settlement thereof. In the event the Employment or the
      directorship of a Participant is Terminated for Cause, any Stock Option
      which is provisional shall be annulled as of the date of such termination.

            (d) Other Croghan Benefit and Compensation Programs. Payments and
      other benefits received by a Participant under an Award made pursuant to
      this Plan shall not be deemed a part of a Participant's regular, recurring
      compensation for purposes of the termination indemnity or severance pay
      law of any country and shall not be included in, nor have any effect on,
      the determination of benefits under any other employee benefit plan or
      similar arrangement provided by Croghan or a Subsidiary unless expressly
      so provided by such other plan or arrangement, or except where the
      Committee expressly determines that an Award or portion of an Award should
      be included to accurately reflect competitive compensation practices or to
      recognize that an Award has been made in lieu of a portion of competitive
      annual cash compensation. An Award under this Plan may be made in
      combination with or in tandem with, or as an alternative to, grants, stock
      options or payments under any other plans of Croghan or a Subsidiary. This
      Plan notwithstanding, Croghan or any Subsidiary may adopt such other
      compensation programs and additional compensation arrangements as it deems
      necessary to attract, retain and reward directors and employees for their
      service with Croghan and its Subsidiaries.

            (e) Securities Law Restrictions. No Common Shares shall be issued
      under this Plan unless counsel for Croghan shall be satisfied that such
      issuance will be in compliance with applicable federal and state
      securities laws. Certificates for Common Shares delivered under this Plan
      may be subject to such stop-transfer orders and other restrictions as the
      Committee may deem advisable under the rules, regulations and other
      requirements of the Securities and Exchange Commission, any stock exchange
      upon which the Common Shares are then listed, and any applicable federal
      or state securities law. The Committee may cause a legend or legends to be
      put on any such certificates to make appropriate reference to such
      restrictions.

            (f) Award Agreement. Each Participant receiving an Award under this
      Plan shall enter into an agreement with Croghan in a form specified by the
      Committee agreeing to the terms and conditions of the Award and such
      related matters as the Committee shall, in its sole discretion, determine.

            (g)   Cost of Plan.  The costs and expenses of administering this
      Plan shall be borne by Croghan.

            (h) Governing Law. This Plan and all actions taken hereunder shall
      be governed by and construed in accordance with the laws of the State of
      Ohio, except to the extent that federal law shall be deemed applicable.

            (i) Effective Date. This Plan shall be effective upon the later of
      adoption by the Board and approval by Croghan's shareholders. This Plan
      shall be submitted to the shareholders of Croghan for approval at an
      annual or special meeting of shareholders held within twelve (12) months
      of the adoption of the Plan by the Board.