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•	by traditional paper proxy card;

•	by submitting voting instructions via the Web site identified on your proxy card;

•	by submitting voting instructions by telephone; or

•	in person at the Annual Meeting.

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•	“FOR” the election as Peoples directors of the nominees listed on pages 12 through 13 under “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”;

•	“FOR” the approval, in a non-binding advisory vote, of the compensation of Peoples' named executive officers as disclosed in this proxy statement;

•	to hold an advisory vote for the approval of the compensation of Peoples' named executive officers “EVERY 1 YEAR”; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP (“E&Y”) as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2012.

•	filing a written notice of revocation with the Corporate Secretary of Peoples at 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738, which must be received prior to the Annual Meeting;

•	executing and returning a later-dated proxy card, which must be received prior to the Annual Meeting;

•	if you are a registered shareholder, accessing the designated Internet Web site prior to the deadline for transmitting voting instructions electronically;

•	if you are a registered shareholder, using the designated toll-free telephone number prior to the deadline for transmitting voting instructions electronically; or

•	attending the Annual Meeting and giving notice of revocation in person.

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(1)	The “Percent of Class” computation is based on 10,678,613 common shares outstanding and entitled to vote on February 24, 2012.

(2)

Based on information contained in a Schedule 13G amendment, filed with the SEC on February 14, 2012, on behalf of Dimensional Fund Advisors LP to report its beneficial ownership of common shares of Peoples as of December 31, 2011. The Schedule 13G amendment reported that Dimensional Fund Advisors LP had sole voting power as to 795,423 common shares and sole investment power as to 814,484 common shares, all of which were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP furnishes investment advice and of certain other commingled group trusts and separate accounts for which Dimensional Fund Advisors LP serves as investment manager. The common shares reported were owned by the investment companies, trusts and accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares.

(3)

Includes Peoples Bank's beneficial ownership through Peoples Financial Advisors, a division of Peoples Bank, in the following manner: 98,802 common shares with shared investment and sole voting power; 528,012 common shares with shared investment and shared voting power; 20,769 common shares with sole investment and sole voting power; and 19,808 common shares with sole investment and shared voting power. The officers and directors of Peoples Bank and Peoples disclaim beneficial ownership of the common shares beneficially owned by Peoples Bank through Peoples Financial Advisors.

(4)

Based on information contained in a Schedule 13G amendment, filed with the SEC on February 9, 2012, on behalf of Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisory Services, LLC to report their beneficial ownership of common shares of Peoples as of December 31, 2011. These common shares are reported to be beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries of Franklin Resources, Inc., including Franklin Advisory Services, LLC and Franklin Templeton Portfolio Advisors, Inc., which are investment adviser subsidiaries of Franklin Resources, Inc. The investment management contracts generally grant to the respective investment adviser subsidiary all voting and/or investment power over the common shares owned by the advisory clients. However, the Schedule 13G amendment reports that, to the extent that the underlying client under a managed account investment management arrangement advised by Franklin Templeton Portfolio Advisors, Inc. has retained voting power over any common shares, Franklin Templeton Portfolio Advisors, Inc. disclaims any power to vote or direct the vote of such common shares. The Schedule 13G amendment reports that Franklin Advisory Services, LLC (whose address is One Parker Plaza, Ninth Floor, Fort Lee, NJ 07024-2938) had sole voting

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(5)

Based on information contained in a Schedule 13G amendment filed with the SEC on February 13, 2012, on behalf of BlackRock, Inc. to report the beneficial ownership by its subsidiaries (BlackRock Japan Co. Ltd., BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors, LLC and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2011. The Schedule 13G amendment reported that BlackRock, Inc. had sole voting power and sole investment power as to all of the 635,217 common shares reported.

(1)

Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table. All fractional common shares have been rounded down to the whole common share. The mailing address of each of the current executive officers and directors of Peoples is 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738.

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(2)

The “Percent of Class” computation is based on the sum of (i) 10,678,613 common shares outstanding and entitled to vote on February 24, 2012 and (ii) the number of common shares, if any, as to which the named individual or group has the right to acquire beneficial ownership upon the exercise of options and/or stock appreciation rights which are currently exercisable or will first become exercisable within 60 days after February 24, 2012.

(3)

Includes 9,507 common shares held in an investment account by Carl L. Baker, Jr., as to which Mr. Baker exercises sole voting and investment power. Includes 8,352 common shares held by B & N Coal, Inc., as to which Mr. Baker exercises shared voting and investment power. Also includes (i) 6,943 common shares held by Mr. Baker as Trustee of the Gilbert Baker Trust, as to which Mr. Baker exercises sole voting and investment power; (ii) 44,924 common shares held by Mr. Baker as Trustee of the Jewell Baker Trust, as to which Mr. Baker exercises sole voting and investment power; (iii) 9,005 common shares held by Mr. Baker as Trustee of the Mary Baker Trust, as to which Mr. Baker exercises sole voting and investment power; and (iv) 5,259 common shares held by Mr. Baker as Trustee of Baker Investments LLC, as to which Mr. Baker exercises sole voting and investment power. Does not include 312 common shares accrued to Mr. Baker's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Baker has no voting or investment power.

(4)	Reflects beneficial ownership of less than 1% of the outstanding common shares.

(5)

Includes 2,000 common shares held by George Broughton Family Limited Partnership, as to which Mr. Broughton exercises sole voting and investment power. Includes 558 common shares held by Broughton Commercial Properties, LLC, as to which Mr. Broughton exercises sole voting and investment power. Includes 13,374 common shares held in an IRA account by Peoples Bank as custodian, as to which Mr. Broughton exercises sole voting and investment power. Does not include 16,333 common shares held of record and beneficially owned by Mr. Broughton's wife, as to which Mr. Broughton has no voting or investment power and disclaims beneficial ownership. Does not include 1,542 common shares accrued to Mr. Broughton's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Broughton has no voting or investment power.

(6)	Includes 104 common shares allocated to the account of Richard Ferguson in the Ferguson Consulting, LLC retirement savings plan, as to which Mr. Ferguson has the power to direct the voting and investment. Does not include 8,511 common shares accrued to Mr. Ferguson's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Ferguson has no voting or investment power.

(7)

Executive officer of Peoples during the 2011 fiscal year and named in the Summary Compensation Table for 2011. Michael W. Hager was appointed Executive Vice President, Human Resources of Peoples on January 25, 2011. On October 25, 2011, Mr. Hager notified Peoples that he was resigning from his position as an executive officer and employee of Peoples effective March 31, 2012. David L. Mead served as interim President and Chief Executive Officer of Peoples until April 4, 2011 and continues to serve as a director of Peoples. Charles W. Sulerzyski became President and Chief Executive Officer on April 4, 2011 and also serves as a director of Peoples.

(8)	Includes 1,000 restricted shares which were granted to Michael W. Hager on February 1, 2011 but will not vest until February 1, 2013. Mr. Hager has voting power and the right to receive dividends with respect to all of the restricted shares. These restricted shares will be forfeited when Mr. Hager ceases to be an executive officer and employee of Peoples effective March 31, 2012.

(9)	Includes 98 common shares held jointly by James S. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power.

(10)	Does not include 16,951 common shares accrued to Dr. Brenda F. Jones' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Dr. Jones has no voting or investment power.

(11)

Includes 1,067 common shares allocated to the account of Daniel K. McGill in the Retirement Savings Plan, as to which Mr. McGill has the power to direct the voting and investment. Also includes (i) 403 restricted shares which were granted to Mr. McGill on February 23, 2011 but will not vest until February 23, 2013; and (ii) 1,885 restricted shares which were granted to Mr. McGill on February 7, 2012 but will not vest until February 7, 2014. Mr. McGill has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(12)	Includes 3,500 common shares held in an investment account by David L. Mead, as to which Mr. Mead exercises sole voting and investment power. Does not include 7,853 common shares accrued to Mr. Mead's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Mead has no voting or investment power.

(13)

Includes 56,173 common shares held in the Carol J. Sauber Trust, as to which Theodore P. Sauber exercises investment and voting power. Includes 65,594 common shares held in the Theodore P. Sauber Trust, as to which Mr. Sauber exercises investment and voting power. Includes 8,121 common shares held in an IRA account by Peoples Bank as custodian, as to which Mr. Sauber exercises investment and voting power.

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(14)

Includes 8,609 common shares held jointly by Carol A. Schneeberger and her husband, as to which Ms. Schneeberger exercises shared voting and investment power. Includes 15,691 common shares allocated to the account of Ms. Schneeberger in the Retirement Savings Plan, as to which Ms. Schneeberger has the power to direct the voting and investment. Also includes (i) 1,003 restricted shares which were granted to Ms. Schneeberger on February 23, 2011 but will not vest until February 23, 2013; and (ii) 1,693 restricted shares which were granted to Ms. Schneeberger on February 7, 2012 but will not vest until February 7, 2014. Ms. Schneeberger has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(15)

Includes 6,975 common shares allocated to the account of Edward G. Sloane in the Retirement Savings Plan, as to which Mr. Sloane has the power to direct the voting and investment. Includes 1,000 common shares held in an investment account by Mr. Sloane, as to which Mr. Sloane exercises sole voting and investment power. Also includes (i) 351 restricted shares which were granted to Mr. Sloane on February 23, 2011 but will not vest until February 23, 2013; and (ii) 1,645 restricted shares which were granted to Mr. Sloane on February 7, 2012 but will not vest until February 7, 2014. Mr. Sloane has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(16)

Includes 10,000 common shares held in an investment account by Charles W. Sulerzyski, as to which Mr. Sulerzyski exercises sole voting and investment power. Also includes (i) 7,500 restricted shares which were granted to Mr. Sulerzyski on May 1, 2011 but will not vest until May 1, 2013; (ii) 7,500 restricted shares which were granted to Mr. Sulerzyski on May 1, 2011 but will not vest until May 1, 2014; and (iii) 3,763 restricted shares which were granted to Mr. Sulerzyski on January 31, 2012 but will not vest until January 31, 2014.

(17)	Does not include 6,973 common shares accrued to Paul T. Theisen's account under the Deferred Compensation Plan for Directors, as to which Mr. Theisen has no voting or investment power.

(18)	As of February 24, 2012, 20,000 common shares held by Thomas J. Wolf had been pledged as security.

(19)	Includes common shares held jointly by current directors and executive officers with other persons as well as an aggregate of 28,021 common shares allocated to the accounts of the current executive officers of Peoples in the Retirement Savings Plan. See notes (3), (5), (6), and (8) through (18) above.

•	Richard W. Stafford filed late one Form 4 reporting one disposition of common shares (which occurred March 1, 2011 and was reported on January 3, 2012)

•	Charles W. Sulerzyski filed late one Form 4 reporting one acquisition of restricted common shares (which occurred on May 2, 2011 and was reported on May 10, 2011).

•	Carl L. Baker, Jr., George W. Broughton, Wilford D. Dimit, Richard Ferguson, Dr. Brenda F. Jones, David L. Mead, Theodore P. Sauber, Paul T. Theisen and Thomas J. Wolf each filed late one Form 4 reporting two acquisitions of common shares (both of which occurred on August 1, 2011 and were reported on August 22, 2011).

•	Timothy H. Kirtley filed late one Form 4 reporting one acquisition of restricted common shares (which occurred on September 1, 2011 and was reported on September 12, 2011).

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•	overseeing the accounting and financial reporting processes of Peoples;

•	overseeing the audits of the consolidated financial statements of Peoples;

•	appointing, terminating, compensating and overseeing the work of Peoples' independent registered public accounting firm, including resolving any disagreements between Peoples' management and Peoples' independent registered public accounting firm regarding financial reporting;

•	pre-approving all audit and non-audit services provided by Peoples' independent registered public accounting firm;

•	discussing with management, the internal auditors and Peoples' independent registered public accounting firm the adequacy and effectiveness of the accounting and financial controls of Peoples;

•	reviewing and concurring in the appointment, replacement, reassignment or dismissal of the internal auditors, the scope of the internal audit and the operation and performance of the internal auditors;

•	reviewing all related person transactions (any transaction required to be reported pursuant to Item 404 of SEC Regulation S-K) for potential conflict of interest situations and approving related person transactions as appropriate;

•	reviewing Peoples' earnings press releases, financial information and earnings guidance and financial statements and related disclosures in Peoples' periodic reports;

•	setting hiring policies for employees or former employees of Peoples' independent registered public accounting firm;

•	establishing procedures for the receipt, retention and treatment of complaints received by Peoples regarding

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•	reviewing with the internal auditors and Peoples' counsel, legal and regulatory matters that may have a material impact on Peoples' consolidated financial statements, related compliance policies of Peoples and compliance with Peoples' Code of Ethics for Directors, Officers and Employees and programs and reports received from regulatory agencies;

•	assisting the Board in the oversight of:

•	the performance of Peoples' independent registered public accounting firm, and

•	the independent registered public accounting firm's qualifications and independence;

•	Preparing the report of the Audit Committee required to be included in Peoples' annual proxy statement; and

•	other duties and responsibilities as may be delegated to the Audit Committee by the full Board.

•	Discuss, evaluate and review all “SEO Compensation Plans” (as defined in the Interim Final Rule) with Peoples' senior risk officers to ensure that the SEO Compensation Plans do not include incentives for the “Senior Executive Officers” (as defined in the Interim Final Rule) of Peoples to take unnecessary and excessive risks that could threaten Peoples' value.

•	Discuss, evaluate and review all “Employee Compensation Plans” (as defined in the Interim Final Rule) with Peoples' senior risk officers in light of the risks (including the short-term and long-term risks) posed to Peoples by such Employee Compensation Plans and how to limit such risks.

•	Discuss, evaluate and review all Employee Compensation Plans and identify and eliminate features in the Employee Compensation Plans that could encourage the manipulation of reported earnings of Peoples to enhance the compensation of any employee.

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•	establish and articulate qualifications, desired background and selection criteria for members of the Board consistent with the eligibility requirements set forth in Peoples' Code of Regulations;

•	evaluate candidates for the Board recommended by shareholders and periodically review the procedures used by the Governance and Nominating Committee in the evaluation process;

•	identify qualified candidates for election (including re-election), nomination or appointment to the Board and recommend to the full Board a slate of director nominees for each annual meeting of the shareholders of Peoples or as vacancies occur;

•	make recommendations to the full Board and the Chairman of the Board regarding assignment and rotation of members and chairs of committees of the Board;

•	oversee matters of corporate governance, including an evaluation of Board performance and processes;

•	review with the Chairman of the Board, or another director designated by the full Board, issues involving potential conflicts of interest and/or any change of status of directors pursuant to applicable law and the applicable provisions of Peoples' Code of Ethics for Directors, Officers and Employees or Peoples' Code of Regulations;

•	recommend to the full Board for its consideration the number of individuals to serve on the Board;

•	periodically review Peoples' Code of Ethics for Directors, Officers and Employees and recommend to the full Board changes thereto, as necessary or appropriate; and

•	undertake such other responsibilities as may be referred to the Governance and Nominating Committee by the full Board or the Chairman of the Board.

•	ensuring that policies, procedures and guidelines are designed and implemented so as to manage risk to Peoples in all forms, including credit, market, liquidity, compliance and legal, operational, strategic and reputation risks;

•	overseeing management's implementation and enforcement of Peoples' risk management policies, procedures, and guidelines;

•	monitoring Peoples' internal risk management function; and

•	ensuring that Peoples' risk management activities are parallel to, and reconcile with, Peoples' strategic plan.

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•	the name, age, business address and residence address of each proposed nominee;

•	the principal occupation or employment of each proposed nominee;

•	the number of shares of capital stock of Peoples beneficially owned by each proposed nominee and by the nominating shareholder; and

•	any other information required to be disclosed with respect to a nominee for election as a director under the SEC's proxy rules.

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•

In order to encourage executive officers and employees to remain with Peoples and to perform at achievable levels while maintaining acceptable levels of risk, the Committee developed the 2011 incentive program that increased the payout potential for achieving threshold level of performance and reduced the differential between target and maximum performance metrics while also lowering the percentages for potential payouts for target and maximum performance achievements in order to (1) better align the earnings potential for executive officers with the expected decreased earnings potential for Peoples, (2) reduce the incentive for executive officers and employees to engage in business activities or other behavior that would threaten the value of Peoples, and (3) provide the potential for at least a threshold level of incentive payments thereby encouraging executive officers and employees to remain with Peoples.

•

On January 27, 2011, the Board approved the compensation package for Michael W. Hager, Peoples' then newly-appointed Executive Vice President, Human Resources, which was comprised of : (1) base salary of $165,000; (2) a deferred employment sign-on bonus of $20,000, that was paid on April 15, 2011 if he was still employed by Peoples at that time; (3) a grant of 2,000 restricted shares on February 1, 2011, with 1,000 of the restricted shares vesting on each of February 1, 2012, and February 1, 2013, if he remained employed on the applicable date; and (4) a change in control agreement effective January 27, 2011 with the same terms as the change in control agreements between Peoples and Edward G. Sloane, Daniel K. McGill and Carol A. Schneeberger. On October 25, 2011, Mr. Hager notified Peoples that he was resigning from his positions as an executive officer and employee of Peoples to pursue other opportunities effective March 31, 2012. As a result, he forfeited 1,000 of the restricted shares and his change in control agreement will expire by its terms. This package immediately aligned the interests of Mr. Hager with those of the shareholders through the equity grant, and the Committee believes that the compensation package for Mr. Hager was structured appropriately in light of the Committee's goal of attracting the most capable executive officers.

•	On January 27, 2011, adopted a Management Transition Bonus Plan to encourage executive officers to continue service to Peoples during the search for a new President and Chief Executive Officer and the

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•	On January 27, 2011, adopted an amendment to the Peoples Bancorp Inc. Retirement Plan and Trust to freeze benefit accruals as of March 1, 2011.

•

On March 8, 2011, approved a compensation package for Charles W. Sulerzyski who joined Peoples on April 4, 2011, as President and Chief Executive Officer of Peoples. Mr. Sulerzyski's compensation package was previously disclosed in Peoples' current report on Form 8-K filed on March 11, 2011, and is detailed further in the “SUMMARY COMPENSAITON TABLE FOR 2011” found on page 40. Elements of Mr. Sulerzyski's compensation during 2011 were subject to limitations due to Peoples' participation in the TARP Capital Purchase Program and the terms of Peoples' Excessive or Luxury Expenditure Policy. Mr. Sulerzyski entered into a letter agreement on April 4, 2011 similar to that entered into by the other executive officers that modified all compensation and benefit plans in which he participated to the extent necessary to comply with the executive compensation limitations under EESA and the additional restrictions imposed by the ARRA and the Interim Final Rule. The Committee believes that the compensation package for Mr. Sulerzyski was structured appropriately in light of the Committee's goal of attracting the most capable executive officers and served to immediately align the interests of Mr. Sulerzyski with those of the shareholders.

•	On December 13, 2011, adopted a redesigned 2012 annual incentive program and long term incentive program, which are detailed on page 33.

•

On December 13, 2011, adopted a stock holding requirement for the executive officers with respect to equity-based compensation awards, which will remain in effect during the time the individuals are employed by Peoples. The holding requirement will be based upon a percentage of the “net shares” held by an executive officer following vesting or exercise of an equity-based compensation award. Such “net shares” represent the number of common shares an executive officer owns after paying for taxes through the withholding of common shares in the case of restricted stock, or if granted in the future, after paying for the exercise price and taxes through the withholding of common shares in the case of the exercise of stock options or other similar forms of equity. Each executive officer will be required to maintain ownership of 50% of such net shares through the term of his or her employment.

•

During 2011, David L. Mead did not participate in the 2011 incentive program while he served as interim President and Chief Executive Officer of Peoples and Peoples Bank. However, Mr. Mead received retainer and attendance fees as a director of both Peoples and Peoples Bank during 2011, and received a base salary and participated in benefit programs available to all Peoples employees, including 401(k) and Group Term Life Insurance during his service as interim President and Chief Executive Officer.

•

Base salary - In 2010, the Committee determined that the base salaries for Mr. Sloane and Mr. McGill would be increased to $201,000 and $212,000 respectively, effective January 1, 2011. The 2011 base salaries for Mr. Sulerzyski, and Ms. Schneeberger were adjusted during the year (each adjustment was made after a thorough market analysis of compensation for the position). After a six month performance review by the Committee as contemplated by the terms of his employment, the annual salary for Mr. Sulerzyski was increased from $383,000 to $420,000. After her promotion to Chief Administrative Officer, the Committee increased the annual salary for Ms. Schneeberger from $190,000 to $210,000. The base salary for Mr. Mead during the period of his service as interim President and Chief Executive Officer was $250,000.

•	Discretionary Bonus - On March 31, 2011, the Committee approved a one-time discretionary bonus for Mr. Mead in the amount of $50,000, which was paid on April 28, 2011, in recognition of his performance as interim President and Chief Executive Officer.

•	Incentive compensation

◦	Cash - In February 2012, a cash incentive was awarded to each of the individuals then serving as executive officers, based upon their performance relative to their respective 2011 individual and corporate performance goals.

◦	Time vested restricted stock - In February 2012, restricted stock with a two-year time vesting requirement was awarded to each of the individuals then serving as an executive officer, with the number of shares of restricted stock awarded based upon the executive's performance relative to his

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Performance-vested restricted stock - In February 2012, restricted stock with a three year performance-based vesting was awarded to each of the individuals serving as executive officers, based upon each executive's performance relative to his or her 2011 individual and corporate performance goals. The performance required for vesting of this restricted stock is the achievement by Peoples of $2.83 cumulative earnings per common share for the three-year period ending December 31, 2013.

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•	Base Salary: Base salaries are benchmarked at the median of those of similarly-situated officers serving with members of Peoples' Peer Group (as defined on pages 29 and 30). Based upon individual circumstances, actual base salary levels may be higher or lower than this “market median”.

•

Total Cash Compensation: Total cash compensation represents base salary plus any annual cash incentive received. The objective is for total cash compensation to be consistent with the market median of that received by similarly situated officers serving with members of Peoples' Peer Group for achieving target performance and at or above the 75th percentile of that received by such officers for achieving performance at the 75th percentile of the Peer Group.

•

Total Direct Compensation: The objective is to grant equity-based awards only after performance goals for a fiscal year have been attained. Equity-based awards are granted with time-based vesting, which enhances employee retention and reduces the sensitivity to short-term performance and one with performance-based vesting, which defers payment until a three-year performance goal is achieved. Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. The goal for total direct compensation is that the total direct compensation ranking for each executive officer, compared to the total direct compensation of the similarly-situated officers serving with members of Peoples' Peer Group, will reflect the similar percentile as Peoples' performance as measured by Return on Average Equity, Return on Average

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•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive compensation;

•	Retirement and other benefits; and

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•	Perquisites and other personal benefits.

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(1)	The Peer Group referenced in this table is the 2011 peer group found on page 29.

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(a)	Forty percent (40%) of the participant's average compensation (annual compensation comprised of base salary, bonus, and cash incentive payments providing the highest total for five consecutive years out of the last ten years of service), plus

(b)	Seventeen percent (17%) of the excess of the participant's average compensation in excess of his/her Social Security covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the total years of service with Peoples up to a maximum of 30.

(a)	Forty percent (40%) of the participant's average compensation (annual compensation providing the highest total for five consecutive years out of the last ten years of service), plus

(b)	Seventeen percent (17%) of the excess of the executive officer's average compensation in excess of his/her Social Security covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the total years of service with Peoples up to a maximum of 30 and reduced by one-fifteenth for each of the first five years and one-thirtieth for each of the next ten years by which the participant's early retirement date precedes the normal retirement date.

(a)	The Cash Balance Account (as such term is defined in the Retirement Plan) at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the participant's

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(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year.

(a)	The Cash Balance Account at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the executive officer's termination of employment on the Cash Balance Account as of the end of the prior plan year based on the one-year constant maturity rate for the December preceding the determination year plus 50 basis points, plus

(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year; and

(d)	The benefit is reduced as follows:

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•

reviewed with Peoples' senior risk officers SEO Compensation Plans (each as defined in the regulations and guidance established under Section 111 of EESA), and has made all reasonable efforts to ensure that these plans do not encourage Senior Executive Officers (as defined in the regulations and guidance established under Section 111 of EESA) to take unnecessary and excessive risks that threaten the value of Peoples;

•	reviewed with Peoples' senior risk officers the Employee Compensation Plans (as defined in the regulations and guidance established under Section 111 of EESA), and has made all reasonable efforts to limit any unnecessary risks these plans pose to Peoples; and

•	reviewed the Employee Compensation Plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of Peoples to enhance the compensation of any employee.

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•	Balance between base salary and cash and equity-based incentive compensation opportunities

•	Maximum payouts which limit overall payout potential

•	Balance between short-term (cash) and long-term (equity-based) incentive compensation opportunities

•	Use of a balanced scorecard approach in setting performance goals with interacting, complementary incentive objectives that discourage emphasis on any single objective

•	Peoples' tone at the top and culture of ethically doing the right thing

•	Limitations imposed by the ARRA and the Interim Final Rule, which generally applied through December 28, 2011

•	Award of only full value equity awards for purposes of potential equity-based long-term incentive compensation

•	Award of restricted stock with a performance-based vesting requirement based upon the achievement of a cumulative earnings per common share performance goal for a three-year period for purposes of potential equity-based long-term incentive compensation

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(1)	Mr. Sulerzyski became President and Chief Executive Officer of Peoples on April 4, 2011. Prior to that date, he was not employed by Peoples or any of our subsidiaries.

(2)	Mr. Mead was interim President and Chief Executive Officer of Peoples from August 2, 2010 to April 4, 2011. Prior to August 2, 2010, he was not employed by Peoples or any of our subsidiaries.

(3)	Mr. McGill became Executive Vice President, Chief Commercial Lending Officer on September 14, 2009. Prior to that date, he was not employed by Peoples or any of our subsidiaries. On January 26, 2012, Mr. McGill's title was amended by the Board to Executive Vice President, Chief Commercial Banking Officer.

(4)	Mr. Hager became Executive Vice President, Human Resources on January 25, 2011. Prior to that date, he was not employed by Peoples or any of our subsidiaries. On October 25, 2011, Mr. Hager announced his resignation from employment with Peoples effective March 31, 2012.

(5)	The amount in column (c) is comprised of $83,333 earned by Mr. Mead as his base salary as Peoples' Interim President and Chief Executive Officer during his period of service in 2011 and $33,166 received as the cash portion of the quarterly retainer and meeting fees for services rendered during 2011 as a director of Peoples and Peoples Bank.

(6)	The amount in column (c) is comprised of $104,166 earned by Mr. Mead as his base salary as Peoples' Interim President and Chief Executive Officer during his service in 2010 and $49,567 received as the quarterly retainer and meeting fees

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(7)	Mr. Sulerzyski was paid a $50,000 employment sign on bonus on April 4, 2011.

(8)	Mr. Mead was paid a $50,000 discretionary bonus on April 29, 2011 in recognition of his performance as Interim President and Chief Executive Officer.

(9)

On December 30, 2011, each of Mr. Sloane, Ms. Schneeberger, and Mr. McGill received a $25,000 payment under the Management Transition Bonus Plan. Further information concerning the Management Transition Bonus Plan is included under the caption “2011 Executive Compensation Components - Management Transition Bonus Plan” beginning on page 34 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS”.

(10)	Mr. McGill was paid a $25,000 employment sign-on bonus on December 1, 2009.

(11)

Mr. Hager was paid a $20,000 employment sign-on bonus on April 15, 2011, in addition to the $25,000 he received on December 30, 2011 pursuant to the Management Transition Bonus Plan. Further information concerning the Management Transition Bonus Plan is included under the caption “2011 Executive Compensation Components - Management Transition Bonus Plan” beginning on page 34 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS”.

(12)

The amounts in column (e) reflect the grant date fair value, computed in accordance with FASB Topic 718 based on the market price of Peoples' common shares on the grant date, for awards of restricted shares pursuant to Peoples' 2006 Plan, and are reported for the fiscal year during which the restricted shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by the SEC. See “Note 18. Stock-based Compensation” of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

(13)

The amount in column (e) reflects the aggregate grant date fair value of the common shares issued to Mr. Mead during 2011 as the equity portion of the quarterly retainer and meeting fees for service rendered as a director of Peoples and Peoples Bank, computed in accordance with FASB Topic 718. The grant date value related to each issuance of common shares represents the closing price of Peoples' common shares on the NASDAQ Global Select Market ® on the date of issuance times the number of common shares issued. Mr. Mead received an aggregate of 916 common shares during 2011.

(14)

The amounts in column (e) reflect the grant date fair value, computed in accordance with FASB Topic 718 based on the market price of Peoples' common shares based on the market price of Peoples' common shares on the grant date, for awards of restricted shares pursuant to the 2010 incentive program and Peoples' 2006 Plan with a two-year time-based vesting period as to 33% of the restricted shares awarded and a two-year performance-based vesting period as to 67% of the restricted shares awarded. These awards are reported for the fiscal year during which the restricted shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by the SEC. See “Note 18. Stock-based Compensation” of the Notes to the Consolidated Financial Statements included in Item 8 of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

(15)

The amount in column (e) reflect the grant date fair value, computed in accordance with FASB Topic 718 based on the market price of Peoples common shares on the grant date, for an award of restricted shares to Mr. McGill pursuant to Peoples' 2006 Plan, and are reported for the fiscal year during which the restricted shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by the SEC. See “Note 13. Employee Benefit Plans” of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011. On October 1, 2009, Mr. McGill was granted 2,000 restricted shares of Peoples, with respect to which the restrictions lapsed as to 1,000 common shares on October 1, 2010, and the restrictions lapsed as to 1,000 common shares on October 1, 2011.

(16)

The amounts in column (g) represent cash incentives earned under the incentive program, and are reported for the fiscal year with respect to which the cash incentives were earned. The amounts shown for 2011 were paid February 24, 2012. The amounts shown for 2010 were paid March 11, 2011. The named executive officers did not earn a cash incentive under the Amended and Restated Incentive Award Plan for 2009 fiscal year performance.

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(17)

The amounts in column (h) represent the increase in the actuarial present value of the named executive officer's accumulated benefits under Peoples' pension plan (the Retirement Plan) determined using assumptions consistent with those used in “Note 18. Stock-based Compensation” of the Notes to the Consolidated Financial Statements included in Item 8 of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and include amounts the executive officer may not be entitled to receive because such amounts are not vested. No amount is included in column (h) for the amount of interest accrued on the cumulative amount of cash incentives deferred by each executive officer under the terms of the Amended and Restated Incentive Award Plan since the rate earned was not above-market or preferential.

(18)

All other compensation for each individual for 2011 includes: (a) Mr. Mead - 401(k) Plan company match in the amount of $5,333 earned in his role of President and Chief Executive Officer and group term life premium in the amount of $84 for a policy in effect during his service as a non-employee director of Peoples and Peoples Bank; (b) Mr. Sulerzyski - 401(k) Plan company match in the amount of $9,432, $73,591.05 in relocation and moving expenses paid on his behalf, and $1,596 in country club dues; (c) Mr. Sloane - 401(k) Plan company match in the amount of $8,959; (d) Mr. Hager - relocation and temporary housing expense in the amount of $19,092, 401(k) Plan company match in the amount of $7,977; (f) Ms. Schneeberger - 401(k) Plan company match in the amount of $9,296; and (g) Mr. McGill - 401(k) Plan company match in the amount of $9,135, Executive Health Program in the amount of $1,990, and $5,740 for personal use of a company vehicle.

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(1)

Annual cash incentive potential available for payment through the Incentive Program if the indicated level of performance was achieved for the 2011 fiscal year. Refer to the discussion under the caption “2011 Executive Compensation Components - Cash and Equity-Based Incentive Program” on page 31 of the “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding the incentive program. The annual cash incentive earned for the 2011 fiscal year is reported in column (g) of the SUMMARY COMPENSATION TABLE FOR 2011.

(2)

Economic value of equity-based grants available for award through the 2006 Plan if the indicated level of performance was achieved for the 2011 fiscal year. Equity-based incentive awards are denominated in dollars, rather than number of common shares. As a result, the threshold, target and maximum amounts are shown in “dollars” rather than the “number of common shares.” At the time of payout, the economic value of the actual award earned is to be translated into awards of restricted shares to be settled in common shares made under Peoples' 2006 Plan. One-third of the economic value is to be awarded in time-based restricted stock, using the closing price of Peoples' common shares on the grant date. The remaining two-thirds of the economic value is to be awarded in performance-based restricted stock, using the closing price of Peoples' common shares as of the award date. The awards are made after results in respect of the fiscal year's performance goals have been measured and occurred on February 7, 2012. Refer to the discussion under the caption

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(3)

The number of common shares shown in column (j) reflects the grants of 30,000 restricted shares made to Mr. Sulerzyski. Restrictions as to 15,000 of these common shares lapsed on December 20, 2011 and restrictions will lapse as to 7,500 common shares on each of May 2, 2013 and May 2, 2014 if Mr. Sulerzyski remains employed by Peoples. The number of common shares shown in column (j) reflects the grant of 2,000 restricted shares made to Mr. Hager. Restrictions as to 1,000 common shares lapsed on February 1, 2012 and restrictions would have lapsed as to the remaining 1,000 common shares on February 1, 2013 if Mr. Hager had remained employed by Peoples.

(4)

Amounts in column (j) represent the aggregate number of common shares issued to Mr. Mead as the equity portion of the quarterly and meeting fees for services rendered as a director of Peoples, computed in accordance with FASB Topic 718. The grant date fair value related to each issuance of common shares represents the closing price of Peoples' common shares on The NASDAQ Global Select Market ® on the date of issuance.

(5)

The number of common shares shown in column (j) reflects the restricted shares granted through Peoples' 2006 Plan on February 23, 2011, based upon corporate and individual performance for the 2010 fiscal year. One-third of the shares were awarded in time-based restricted stock, using the closing price of Peoples' common shares on the grant date. The remaining two-thirds of the shares were awarded in the form of performance-based restricted stock, using the closing price of Peoples' common shares as of the award date. The named executive officer has the right to vote the common shares underlying the restricted shares and is entitled to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, if any dividends are paid in common shares of Peoples, those common shares will be subject to the same restrictions on transfer as the restricted shares with respect to which they were issued. Refer to the discussion under the caption “2011 Executive Compensation Components - Cash and Equity-Based Incentive Program” on page 31 of the “EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding grants of equity-based awards.

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(1)	Represents common shares underlying stock options granted to the executive officers.

(2)	SARS to be settled in common shares were approved by the Compensation Committee on February 8, 2007, granted on February 13, 2007, and vested February 13, 2010. SARs to be settled in common shares were approved by the Compensation Committee on February 14, 2008, and granted under Peoples' 2006 Plan on February 20, 2008, and vested on February 20, 2011.

(3)	Restricted shares were approved by the Compensation Committee on March 8, 2011, and granted under Peoples'

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(4)	Restricted shares were approved by the Compensation Committee on February 23, 2011, and granted under Peoples' 2006 Plan on February 23, 2011, and will vest on February 23, 2013, if the named executive officer remains employed by Peoples.

(5)	Restricted shares were approved by the Compensation Committee on February 23, 2011, and granted under Peoples' 2006 Plan on February 23, 2011. These shares have a performance-based restriction and will vest if the cumulative earnings per common share for the 2010, 2011, and 2012 fiscal years are greater than or equal to $3.10.

(6)	Restricted shares were approved by the Compensation Committee on January 27, 2011, and granted under Peoples' 2006 Plan on February 1, 2011, and vested on February 1, 2012.

(7)	Restricted shares were approved by the Compensation Committee on January 27, 2011, and granted under Peoples' 2006 Plan on February 1, 2011, and would have vested on February 1, 2013, had Mr. Hager remained employed by Peoples through that date.

(8)

Restricted shares were approved by the Compensation Committee on December 13, 2011, and were granted under Peoples' 2006 Plan on January 31, 2012, with respect to individual performance for the 2011 fiscal year. They were considered “unearned” as they would not have been granted until after the end of the 2011 fiscal year. One-third of the shares has a time-based vesting requirement and will vest on January 31, 2013 if Mr. Sulerzyski remains employed by Peoples on that date. Two-thirds of the shares have a performance-based vesting requirement and will vest if the cumulative earnings per common share for fiscal years 2011, 2012 and 2013 are greater than or equal to $2.83.

(9)

Restricted shares were approved by the Compensation Committee on February 7, 2012, and were granted under Peoples' 2006 Plan on February 7, 2012, with respect to individual performance for the 2011 fiscal year. They were considered “unearned” as they would not have been granted until after the end of the 2011 fiscal year. One-third of the shares has a time-based vesting requirement and will vest on February 7, 2013 if the named executive officer remains employed by Peoples on that date. Two-thirds of the shares have a performance-based vesting requirement and will vest if the cumulative earnings per common share for fiscal years 2011, 2012 and 2013 are greater than or equal to $2.83.

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(1)	Messrs. Sulerzyski, Mead, and Hager were employed by Peoples after the Retirement Plan was closed to new entrants and, therefore, will not become participants in the Retirement Plan.

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(1)	Messrs. Sulerzyski, Mead, Sloane, McGill, and Hager are not participants in the Pre-2010 Incentive Plan. Mr. Mead participated in the deferred compensation plan for directors, described on page 52. Earnings from that plan are found on the Summary Compensation Table for 2011, column (h).

(2)

The amount in column (d) represents the aggregate earnings on the accumulated mandatory and voluntary deferrals of cash incentives. Interest is accrued at a rate equal to 50% of Peoples' Return on Average Equity achieved during each calendar year throughout the deferral period. The accrual rate for 2011 was 2.86%. This amount is not included in the Summary Compensation Table for 2011since the rate earned was not above-market or preferential.

(3)	This amount represents the distribution in 2011 of the cash incentive earned for the 2007 fiscal year which had been mandatorily deferred by Ms. Schneeberger in 2008 in accordance with terms of the pre-2010 Incentive Plan.

(4)	This amount represents the accumulated voluntary deferrals of cash incentives and earnings thereon for Ms. Schneeberger..

•	all vested equity-based awards earned through the long-term equity-based incentive compensation programs;

•	all cash incentives voluntarily deferred under the Pre-2010 Incentive Plan. This amount for Ms. Schneeberger ($18,991) is included in the table under the heading “NON-QUALIFIED DEFERRED COMPENSATION FOR 2011” beginning on page 37 within the amount shown in the Aggregate Balance at Last Fiscal Year-End column.

•	the balance of the executive officer's Retirement Savings Plan (Peoples 401(k) Plan) account;

•	pay for a portion of unused paid time off, commensurate with the length of service in the current calendar year, if the executive officer has been employed by Peoples for three or more years (except in the case of termination for cause); and

•	amounts accrued and vested through the Retirement Plan (Peoples' pension plan). These amounts are included in the table under the heading “PENSION BENEFITS FOR 2011” on page 46 in the amount shown in the Present Value of Accumulated Benefit column. Ms. Schneeberger has met the five or more years of service requirement and would be paid the amount shown for her upon termination of employment.

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•	all previously unvested equity-based awards would vest; and

•	all previously unvested mandatory deferrals under the previous Incentive Program would vest.

•	a “person” or “group” (as defined in Section 409A of the Internal Revenue Code) acquires ownership of shares of Peoples that, together with shares held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of Peoples;

•	any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of shares of Peoples possessing 35% or more of the total voting power of the shares of Peoples;

•	a majority of the members of Peoples' Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Peoples' Board prior to the date that such appointments or elections are made; or

•	any person or group acquires (or has acquired) during the 12-month period ending on the date of the most recent acquisition by such person or group, assets from Peoples that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Peoples immediately prior to such acquisition or acquisitions.

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(1)	If Ms. Schneeberger elected to retire as of December 31, 2011, as she had reached retirement eligibility (50 years of age or older and had at least 10 years of service with Peoples as of December 31, 2011), her unvested restricted stock would accelerate upon retirement.

(2)	Under the terms of the change in control agreements, the NEO continues to participate in life, medical, and dental insurance during the term of their non-compete agreement 15 months for the CEO, 12 months for the other officers.

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•	Ensure alignment with long-term shareholder interests;

•	Ensure Peoples can attract and retain outstanding director candidates;

•	Recognize the substantial time commitments necessary to oversee the affairs of Peoples; and

•	Support the independence of thought and action expected of directors.

•	Changed the meeting fee for the Peoples' Board members from $1,250 in cash to $750 in cash and $500 in common shares with the number of shares based on the closing price on the last business day of each calendar quarter for the fees earned in that calendar quarter to be issued; and

•	Changed the payment method of the quarterly $1,500 retainer from cash to an equivalent amount of common shares to be issued the first business day of the second month in each calendar quarter for the fees earned in the preceding three months; and,

•	Reduced the per-meeting fee to $150 for each “brief” meeting. A brief meeting will be determined at the discretion of the Chairman of the Board or the respective committee chairperson.

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•	Termination of service as a director of Peoples due to death, disability, or retirement: The restrictions on the restricted shares lapse and the restricted shares become fully vested on the termination date.

•	Termination of service as a director of Peoples for cause or any reason other than retirement, death or disability: Any non-vested restricted shares are forfeited on the termination date.

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(1)	Audit Fees pertain to professional services rendered in connection with the audit of Peoples' annual consolidated financial statements and review of the consolidated financial statements included in Peoples' Quarterly Reports on Form 10-Q, as well as internal control testing for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	Audit-Related Fees pertain to services rendered in connection with statutory audits and accounting consultation.

(3)	Tax Fees pertain to services rendered for tax planning and advice, tax compliance, and assistance with tax audits and appeals.

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