Dollars in thousands

Exhibit 4.1

[Croghan Bancshares, Inc. Letterhead]

March 28, 2011

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:		Croghan Bancshares, Inc. — Annual Report on Form 10-K for the fiscal year ended December 31, 2010

Ladies and Gentlemen:

     Croghan Bancshares, Inc., an Ohio corporation (“Croghan”), is today filing with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (“Croghan’s 2010 Form 10-K”).

     Pursuant to the instructions relating to the Exhibits in Item 601(b)(4)(iii) of Regulation S-K, Croghan hereby agrees to furnish to the SEC, upon request, copies of instruments and agreements defining the rights of holders of long-term debt and of the long-term debt of its consolidated subsidiary, which are not being filed as exhibits to Croghan’s 2010 Form 10-K. None of such long-term debt exceeds 10% of the total assets of Croghan and its subsidiaries on a consolidated basis.