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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 9 through 10 under “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”;

•	“FOR” the non-binding advisory resolution to approve the compensation of Peoples' named executive officers as disclosed in this proxy statement;

•	“FOR” the approval of the Peoples Bancorp Inc. Employee Stock Purchase Plan; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP (“EY”) as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2014.

•	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 website 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 10,900,227 common shares outstanding and entitled to vote on February 24, 2014.

(2)

Based on information contained in a Schedule 13G amendment dated January 8, 2014 and filed with the SEC on January 9, 2014, on behalf of BlackRock, Inc. to report the beneficial ownership by its subsidiaries (BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Fund Management Ireland Limited, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2013. The Schedule 13G amendment reported that BlackRock, Inc. had sole voting power as to 697,371 common shares and sole investment power as to 1,094,379 common shares.

(3)

Based on information contained in a Schedule 13G amendment, dated February 10, 2014 and filed with the SEC on that same date, on behalf of Dimensional Fund Advisors LP, a registered investment adviser, to report its beneficial ownership of common shares of Peoples as of December 31, 2013. The Schedule 13G amendment reported that Dimensional Fund Advisors LP had sole voting power as to 819,699 common shares and sole investment power as to 842,689 common shares, all of which common shares 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.

(4)	Includes Peoples Bank's beneficial ownership through Trust and Investment Services, a division of Peoples Bank, in the following manner: 86,284 common shares with shared investment power and sole voting power; 447,257 common

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(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.

(2)

The “Percent of Class” computation is based on the sum of (i) 10,900,227 common shares outstanding and entitled to vote on February 24, 2014 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 (“SAR”s) which are currently exercisable or will first become exercisable within 60 days after February 24, 2014.

(3)	Includes 51 common shares held jointly by Tara M. Abraham and her husband, as to which Ms. Abraham exercises shared voting and investment power. Does not include 1,267 common shares accrued to Ms. Abraham's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Ms. Abraham has no voting or investment power.

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

(5)	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. Includes (i) 6,943 common shares held by Mr. Baker as Trustee of the

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(6)

Includes 12,686 common shares held in an IRA account by Peoples Bank as custodian, as to which George W. 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 1,616 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.

(7)	Includes 106 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 8,918 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.

(8)	Includes 103 common shares held jointly by James S. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power. Includes 200 common shares held jointly in an investment account by Mr. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power.

(9)	Does not include 18,878 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.

(10)	Executive officer of Peoples during the 2013 fiscal year and named in the Summary Compensation Table for 2013.

(11)

Includes (i) 2,667 not yet vested restricted shares which were granted to Timothy H. Kirtley on January 29, 2013 and will vest as described in the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013” table on page 48 (the “Equity Awards Table”); and (ii) 2,860 not yet vested restricted shares which were granted to Mr. Kirtley on February 4, 2014 and will vest as described in the Equity Awards Table. Mr. Kirtley has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(12)

Includes 1,737 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) 10,000 not yet vested restricted shares which were granted to Mr. McGill on October 30, 2012 and will vest as described in the Equity Awards Table; (ii) 2,334 not yet vested restricted shares which were granted to Mr. McGill on January 29, 2013 and will vest as described in the Equity Awards Table; and (iii) 2,860 not yet vested restricted shares which were granted to Mr. McGill on February 4, 2014 and will vest as described in the Equity Awards Table. Mr. McGill has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(13)	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 9,860 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.

(14)	Includes 950 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power.

(15)

Includes 1,964 common shares held in an investment account by Theodore P. Sauber, as to which Mr. Sauber exercises sole voting and investment power. Includes 54,561 common shares held in the Carol J. Sauber Trust, as to which Theodore P. Sauber exercises sole investment and voting power. Includes 61,671 common shares held in the Theodore P. Sauber Trust, as to which Mr. Sauber exercises sole investment and voting power.

(16)

Includes 8,688 common shares held jointly by Carol A. Schneeberger and her husband, as to which Ms. Schneeberger exercises shared voting and investment power. Includes 15,998 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) 2,667 not yet vested restricted shares which were granted to Ms. Schneeberger on January 29, 2013 which vest as described in the Equity Awards Table; and (ii) 2,860 restricted shares which were granted to Ms. Schneeberger on February 4, 2014 and will vest as described in the Equity Awards Table. Ms. Schneeberger has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(17)	Includes 7,748 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

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(18)

Includes 10,502 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 not yet vested restricted shares which were granted to Mr. Sulerzyski on May 1, 2011 and will vest as described in the Equity Awards Table; (ii) 7,404 not yet vested restricted shares which were granted to Mr. Sulerzyski on January 29, 2013 and will vest as described in the Equity Awards Table; (iii) 2,000 not yet vested restricted shares which were granted to Mr. Sulerzyski on January 28, 2014 and will vest as described in the Equity Awards Table; and (iv) 8,904 not yet vested restricted shares which were granted to Mr. Sulerzyski on February 4, 2014 and will vest as described in the Equity Awards Table. Mr. Sulerzyski has voting power and the right to receive dividends with respect to all of the reported restricted shares.

(19)	As of February 24, 2014, 20,000 common shares held by Thomas J. Wolf had been pledged as security for a loan.

(20)	Includes common shares held jointly by current directors and executive officers with other persons, as well as an aggregate of 25,483 common shares allocated to the accounts of the current executive officers of Peoples in the Retirement Savings Plan. See notes (3), (5) through (9), and (11) through (19) above.

•	Tara M. Abraham, Carl L. Baker, Jr., George W. Broughton, Richard Ferguson, James S. Huggins, Dr. Brenda F. Jones, David L. Mead, Susan D. Rector, Theodore P. Sauber and Thomas J. Wolf each filed late one Form 4 reporting one acquisition of restricted common shares which occurred on February 28, 2013 and was reported on March 5, 2013.

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•	the related person's interest in the transaction;

•	the approximate dollar value of the amount involved in the transaction;

•	the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of business of Peoples or the applicable subsidiary of Peoples;

•	whether the transaction is on terms no less favorable to Peoples or the applicable subsidiary of Peoples than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to Peoples or the applicable subsidiary of Peoples of, the transaction;

•	the impact of the transaction on the related person's independence; and

•	any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances.

•

James S. Huggins, who is a director of Peoples, is a partner with Theisen Brock, LPA, a law firm that renders a variety of legal services to Peoples and our subsidiaries. During the 2013 fiscal year, Peoples and our subsidiaries paid Theisen Brock approximately $183,000 in legal fees and expenses, which were incurred in the ordinary course of business. In addition, Theisen Brock, either directly or through its wholly-owned title agency subsidiaries, received title examination fees and title insurance premiums totaling approximately $214,000 in connection with the closing of mortgage loans made by Peoples Bank to its customers during the 2013 fiscal year, which fees and premiums were paid by the customers directly to Theisen Brock. In his capacity as a partner with Theisen Brock, Mr. Huggins received a portion of the fees and premiums described in this paragraph.

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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 auditors performing Peoples' internal audit function (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 transactions with related persons required to be reported to the Audit Committee under Peoples' Related Person Transaction Policy for potential conflict of interest situations, and approving such transactions as appropriate;

•	reviewing Peoples' earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, 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;

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•	establishing and reviewing the procedures for the receipt, retention and treatment of complaints received by Peoples regarding accounting, internal accounting controls or auditing matters;

•	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 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;

•	preforming the duties required by applicable laws and regulations to be performed by the audit committee for Peoples Bank, in its capacity as a national banking association;

•	performing the duties required by applicable laws and regulations to be performed by the fiduciary audit committee for Peoples Bank, in its capacity as a bank exercising fiduciary powers; and

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

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•	establishing and articulating qualifications, desired background and selection criteria for members of the Board consistent with any eligibility requirements set forth in Peoples' Code of Regulations, and may consider such factors as it deems appropriate;

•	evaluating Board candidates recommended by shareholders and periodically reviewing the procedures used by the Governance and Nominating Committee in such evaluation process;

•	screening and making recommendations to the Board of qualified candidates for election, nomination or appointment to the Board, including nominees for re-election as directors and candidates to fill vacancies;

•	recommending assignments to committees of the Board and chairs of Board committees for consideration by the Board;

•	reviewing with the Chairman of the Board, or another director designated by the 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, Peoples' Code of Regulations or Peoples' Corporate Governance Guidelines;

•	periodically administering and reviewing with the Chairman of the Board, or another director designated by the Board, an evaluation of the processes and performance of the Board and the Board's committees, and reporting such review to the Board;

•	recommending to the Board for its consideration the number of members to serve on the Board;

•	periodically reviewing Peoples' Code of Ethics and the Related Person Transaction Policy and recommending changes, as deemed necessary or appropriate by the Governance and Nominating Committee, to the Board for approval;

•	reviewing and reporting to the Board on board education opportunities and additional corporate governance matters as necessary or as directed by the Chairman of the Board or the Board as a whole;

•	overseeing the orientation and education of new and continuing members of the Board; and

•	developing and recommending to the Board a set of corporate governance guidelines applicable to Peoples.

•	reviewing and annually approving Peoples' enterprise risk management framework;

•	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

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•	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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•	the date that any person, or more than one person acting as a group, acquires ownership of common shares of Peoples that, together with common shares of Peoples held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the common shares of Peoples;

•	the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of common shares of Peoples possessing 35% or more of the total voting power of the common shares of Peoples;

•	the date that a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

•

the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) 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)	These amounts are based on Net Income Available to Common Shareholders

(2)

These amounts represent non-GAAP financial measures since pre-provision net revenue, which is defined as net interest income plus non-interest income minus non-interest expense, excludes the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in “ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013, under the caption “Pre-Provision Net Revenue”.

•	2013 saw strong revenue growth, positioning Peoples in the third quartile of our Peer Group (as defined below), at a time when many in our industry saw decreased revenue.

•	Peoples’ credit quality, measured below by nonperforming assets as a percent of total loans and other real estate owned (“NPAs to Loans and OREO”), demonstrated our disciplined approach to lending.

•	Our mix of fee income makes us less sensitive to fluctuations in net interest margin. Peoples’ fee revenue to average assets ratio demonstrates the advantage provided to us by our strong trust and insurance businesses.

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·

Improved asset quality: Nonperforming assets were 0.81% of total loans and OREO at December 31, 2013 versus 1.58% at December 31, 2012. Net recoveries were 0.35% of average total loans in 2013 versus net charge-offs of 0.12% of average total loans in 2012. Allowance for loan losses was 1.43% of loans, net of deferred fees and costs, at year-end 2013, compared to 1.81% at year-end 2012. The allowance for loan losses as a percent of nonperforming loans increased to 194.13%, compared to 119.75% at year-end 2012.

·	Higher retail deposit balances and net deposit account growth: Retail deposit balances were up 7% at year-end 2013 compared to year-end 2012, primarily due to increases in non-interest bearing deposits.

·	Increased loan balances and organic loan growth: Total gross loan balances increased over 20% at year-end 2013 compared to year-end 2012, which included 12% annualized organic growth.

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(1)

Amounts in this column reflect the percentage of 2012 base salary represented by cash incentive payments earned under the annual incentive program for 2012 performance and paid in 2013. Base salary is reported in the “Salary” column and the cash incentive payments earned are reported in the “Non-Equity Incentive Plan Compensation Column, in each case for 2012, in the “SUMMARY COMPENSATION TABLE FOR 2013” beginning on page 43 of this proxy statement.

(2)

Amounts in this column reflect the percentage of 2013 base salary represented by cash incentive payments earned under the annual incentive program for 2013 performance and paid in 2014. Base salary is reported in the “Salary” column and the cash incentive payments earned are reported in the “Non-Equity Incentive Plan Compensation” column, in each case for 2013, in the “SUMMARY COMPENSATION TABLE FOR 2013” beginning on page 43 of this proxy statement.

(3)

Amounts in this column reflect the percentage of 2012 base salary, represented by awards of restricted common shares, calculated using The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date, and were granted in 2013 for 2012 performance. Base salary is reported in the “Salary” column for 2012 and the restricted common shares award is reported in the “Stock Awards” column for 2013 in the “SUMMARY COMPENSATION TABLE FOR 2013” beginning on page 43 of this proxy statement.

(4)

Amounts in this column reflect the percentage of 2013 base salary represented by awards of restricted common shares, calculated using The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date, and were granted in 2014 for 2013 performance. Base salary is reported in the “Salary” column for 2013 and the restricted shares award is reported in the “2/4/2014” row of the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013” table beginning on page 48 of this proxy statement.

•

Chief Executive Officer Compensation: Based upon the Compensation Committee’s review of corporate and individual performance, Mr. Sulerzyski’s base salary was increased from $450,000 to $461,000 on January 1, 2014. For 2013 performance, Mr. Sulerzyski was awarded an annual cash incentive equal to $235,350 (52.3% of base salary). For 2013 performance, Mr. Sulerzyski was also granted an award of 8,904 restricted shares under the equity-based long-term incentive program payout. The economic value of this grant was $193,039 (42.9% of base salary), based on The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date. Each of these awards was determined based on corporate and individual achievement of the threshold level or above in key metrics determined by the Compensation Committee and Board. With respect to individual goals, when threshold levels of achievement are not met, a named executive officer receives no payments with respect to those goals.

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•

Adjustment of Equity-Based Long-Term Incentive Program Payout Potential: The Compensation Committee reviewed Peer Group compensation data provided by McLagan, an Aon Hewitt Company (“McLagan”), its compensation consultant. After a comparison of Peoples’ equity-based long-term incentive program payout percentages with those of Peoples’ Peer Group, the Committee determined that the potential payout percentages in 2013 for Mr. Sulerzyski had not been in line with the Peer Group median. Consequently, the Compensation Committee approved an increase in the potential 2014 target and maximum payout potentials for Mr. Sulerzyski under the long-term incentive program as provided below:

•

Discretionary Share Grant: Mr. Sulerzyski also received a grant of 2,000 time-vested restricted shares on January 28, 2014, which will vest on July 28, 2014 if he remains employed by Peoples. The economic value of this grant was $45,480, based on The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date. In accordance with the Compensation Committee’s determination that Mr. Sulerzyski’s payout percentages were not in line with the Peer Group median during 2013, the Compensation Committee estimated the amount that Mr. Sulerzyski’s payout would have been in 2013, had the Peer Group median level of payout percentages been in effect at that time. The discretionary grant represents an additional 10% payout, bringing Mr. Sulerzyski’s incentive compensation under the equity-based long-term incentive program for 2013 in line with the Compensation Committee’s target, resulting in an adjusted equity-based incentive payout of 53% of base salary.

•

Other Named Executive Officer Compensation: Compensation decisions for the other named executive officers are summarized in the table below. Cash incentive awards were based on achievement of corporate and individual goals, at varying levels from threshold, to target, to maximum. Restricted shares were granted to each named executive officer on February 4, 2014, and are subject to both time-based and performance-based vesting in that they will vest in three annual installments beginning on the first anniversary of the grant date, provided that Peoples must have maintained a well-capitalized status and had a positive net income for the fiscal year ended immediately prior to the vesting date.

•

The Compensation Committee reviewed and considered the non-binding advisory vote of shareholders, (which approved the compensation of Peoples' named executive officers as disclosed in the Proxy Statement for the 2013 Annual Meeting of Shareholders), and focused on continuing to design executive compensation programs intended to meet the best interests of the shareholders of Peoples. The results of the advisory vote were 6,966,885 common shares voting for the advisory resolution to approve the named executive officer compensation for 2012, an approval rate of 80.42% of common shares voted. The Compensation Committee believes this result reflects a well-considered executive compensation program.

•	The Compensation Committee engaged McLagan to perform a review of executive compensation in order to ensure that Peoples’ incentive programs and base salaries continue to be aligned appropriately with Peoples’ Peer Group, and that those programs provide proper incentives and opportunities to achieve the Compensation Committee’s stated compensation goals.

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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 page 33). Based upon individual circumstances, actual base salary levels may be higher or lower than this “market median”. For the purposes of the annual incentive program, and as used herein, “base salary” is defined as the base salary compensation paid during the calendar year.

•

Total Cash Compensation: Total cash compensation represents base salary plus any annual cash incentive payout received. The long-term 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 at or above the 75th percentile of that received by such executive 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 three-year pro-rata vesting based upon the achievement of a performance trigger in each of the years preceding a vesting date, which enhances employee retention and reduces the sensitivity to short-term performance. Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. The long-term goal for total direct

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•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive compensation;

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•	Retirement and other benefits; and

•	Perquisites and other personal benefits.

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(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 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 ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

(d)	The benefit amount in (c) multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date.

(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

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(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 ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

(d)	The benefit amount in (c) multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date, 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 date of 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.

(d)	The Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(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 date of 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 Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(e)	The benefit is 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.

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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;

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

•	Award of restricted shares with a performance-based vesting requirement based upon the achievement of minimum company performance metrics

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

(2)	On December 30, 2011, each of Mr. Sloane, Mr. McGill and Ms. Schneeberger received a $25,000 payment under the Management Transition Bonus Plan which was in effect during the fiscal year ended December 31, 2011.

(3)	Mr. McGill was paid a $50,000 bonus on October 1, 2012 as part of a retention strategy specific to Mr. McGill.

(4)	Mr. Kirtley was paid a $20,000 employment sign-on bonus on September 26, 2011. Mr. Kirtley received a retention bonus of $20,000 on February 15, 2012 in accordance with his initial employment offer.

(5)

The amounts in column (e) for 2013 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted shares pursuant to the 2012 incentive program under 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 applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(6)

The amounts in column (e) for 2012 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted shares pursuant to the 2011 incentive program under 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 applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(7)	On May 2, 2011, Mr. Sulerzyski was granted 30,000 restricted shares. The restrictions lapsed as to 15,000 common shares on December 30, 2011, lapsed as to 7,500 common shares on May 2, 2013, and will lapse as to 7,500 shares on May 2, 2014 if Mr. Sulerzyski remains employed by Peoples on that date. The amount reported reflects the grant date

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(8)

The amounts in column (e) for 2011 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted shares pursuant to the 2010 incentive program under 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 applicable SEC rules. See “Note 18. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

(9)

The amount reported represents the total of two separate equity grants to Mr. McGill. With respect to the first grant, $32,007 of the sum in column (e) reflects the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for an award of restricted shares pursuant to the 2012 incentive program under Peoples' 2006 Plan with a three-year time-based vesting period as to the restricted shares awarded. This award is reported for the fiscal year during which the restricted shares were granted. The reported amount excludes the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2012. With respect to the second grant, Mr. McGill was granted 15,000 restricted shares on October 30, 2012. The restrictions lapsed as to 5,000 common shares on October 30, 2013, and will lapse as to 5,000 common shares on each of October 30, 2014, and October 30, 2015 if Mr. McGill remains employed by Peoples on the applicable dates. The grant date fair value for this award was $317,850. The reported amount excludes the impact of estimated forfeitures related to service-based vesting conditions as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(10)

On September 1, 2011, in accordance with his initial offer of employment, Mr. Kirtley was granted 4,000 restricted shares. The restrictions lapsed as to 2,000 common shares on September 1, 2012, and as to 2,000 common shares on September 1, 2013, as Mr. Kirtley remained employed by Peoples on each date. The amount reported reflects the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date. The reported amount excludes the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 18. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

(11)	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 2013 were paid February 21, 2014. The amounts shown for 2012 were paid February 22, 2013. The amounts shown for 2011 were paid February 24, 2012.

(12)

The amounts in column (h) include, for the participating named executive officers, the increase in the actuarial present value of the named executive officer's accumulated benefits under the Retirement Plan determined using assumptions consistent with those used in “Note 12. Employee Benefit Plans” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and include amounts the executive officer may not be entitled to receive because such amounts are not vested. Mr. Sulerzyski and Mr. Kirtley do not participate in the Retirement Plan. No amounts are required to be reported in this column with respect to earnings on compensation deferred under the 2013 Nonqualified Plan by the named executive officers since those earnings do not represent “above-market” earnings for purposes of the applicable SEC rules. For Ms. Schneeberger, the amounts in column (h) also include the amount of interest accrued ($788 in 2013) on the cumulative amount of cash incentives deferred by each executive officer under the terms of the Amended and Restated Incentive Award Plan (the “Pre-2010 Incentive Plan”) is also included in column (h) since the interest rate was above-market or preferential. Ms. Schneeberger is the only named executive officer who participates in the Pre-2010 Incentive Plan. For purposes of the fiscal year ended December 31, 2013, the actuarial present value of the accumulated benefits for Mr. Sloane and Ms. Schneeberger represented a net loss in value, resulting in a value of $0 reported in the table above for Mr. Sloane, and a value of $788, representing only the above-market interested accrued on the cumulative amount of cash incentives deferred by Ms. Schneeberger. With respect to Mr. Sloane, a decrease of $741. With respect to Ms. Schneeberger, a decrease of $107,657. The decreases occurred as a result of changes in interest rates and their effect upon the participant’s accrued benefit.

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(13)

All other compensation for each individual for 2013 includes: (i) Mr. Sulerzyski - Peoples' 401(k) Plan company match in the amount of $10,200, Executive Health Program payments made on his behalf in the amount of $3,495, $1,250 wellness incentive payment, and $6,750 in company matching contributions under the 2013 Nonqualified Plan; (ii) Mr. Sloane - Peoples' 401(k) Plan company match in the amount of $10,200 and $1,250 wellness incentive payment; (iii) Mr. McGill - Peoples' 401(k) Plan company match in the amount of $10,200, $5,085 in country club dues, Executive Health Program payments made on his behalf in the amount of $2,209 and $350 wellness incentive payment; (iv) Mr. Kirtley - Peoples' 401(k) Plan company match in the amount of $10,200 and $1,250 wellness incentive payment; and (v) Ms. Schneeberger - Peoples' 401(k) Plan company match in the amount of $10,200, Executive Health Program payments made on her behalf in the amount of $1,316 and $1,250 wellness incentive payment. See the disclosure under the caption “Nonqualified Deferred Compensation for 2013” beginning on page 50 of this Proxy Statement for more information concerning the calculation of earnings with respect to contributions made by Peoples and the named executive officers, and credited to the named executive officers’ accounts under the 2013 Nonqualified Plan.

(i)	the Peoples Bancorp Inc. 1995 Stock Option Plan (the “1995 Plan”);

(ii)	the Peoples Bancorp Inc. 1998 Stock Option Plan (the “1998 Plan”);

(iii)	the Peoples Bancorp Inc. 2002 Stock Option Plan (the “2002 Plan”);

(iv)	the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan (the “2006 Plan”); and

(v)	the Peoples Bancorp Inc. Second Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors’ Deferred Compensation Plan”).

(1)

Includes an aggregate of 92,709 common shares issuable upon the exercise of options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan, and options and stock appreciation rights granted under the 2006 Plan; 157,330 restricted common shares granted under the 2006 Plan which are subject to time-based or performance-based vesting restrictions; and 68,074 common shares allocated to participants' bookkeeping accounts under the Directors’ Deferred Compensation Plan.

(2)

Represents weighted-average exercise price of outstanding options granted under the 1995 Plan, the 1998 Plan and the 2002 Plan, and options and stock appreciation rights granted under the 2006 Plan. The weighted-average exercise price does not take into account the common underlying participants' time-based or performance-based restricted stock awards, or bookkeeping accounts under the Directors’ Deferred Compensation Plan.

(3)	Includes 512,476 common shares remaining available for future grants under the 2006 Plan at December 31, 2013. No common shares were available for future grants under the 1995 Plan, the 1998 Plan and the 2002

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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 2013 fiscal year. Refer to the discussion under the caption “2013 Executive Compensation Components - Cash and Equity-Based Incentive Program” beginning on page 34 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding the incentive program. The annual cash incentive earned for the 2013 fiscal year is reported in column (g) of the “SUMMARY COMPENSATION TABLE FOR 2013”.

(2)

Economic value of equity-based grants available for award through the 2006 Plan if the indicated level of performance was achieved for the 2013 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

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(3)

The number of common shares shown in column (j) reflects the aggregate number of restricted shares granted through the incentive program under Peoples' 2006 Plan on January 29, 2013, based upon corporate and individual performance for the 2012 fiscal year. The economic value of the equity-based incentive awards earned was awarded in the form of performance-based restricted shares, using the closing price of Peoples' common shares on the grant date. One-third of these restricted shares vested on January 29, 2014. One-third will vest on January 29, 2015 if the named executive officer remains employed by Peoples on that date, and one-third will vest on January 29, 2016 if the named executive officer remains employed by Peoples on that date. The vesting on each anniversary of the grant date is also subject to the requirements that Peoples maintain a well-capitalized status under applicable regulatory standards and reports net income for the fiscal year ended immediately prior to the applicable anniversary of the grant 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 “2013 Executive Compensation Components - Cash and Equity-Based Incentive Program” beginning on page 34 of “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 Ms. Schneeberger.

(2)	SARs covering 938 common shares 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 covering 1,165 common shares to be settled in

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(3)	Restricted shares were approved by the Compensation Committee on March 8, 2011, and granted on May 2, 2011, with the vesting of those restricted shares occurring and to occur as follows: (i) 7,500 of the restricted shares vested on May 2, 2013 and (ii) 7,500 of the restricted shares will vest on May 2, 2014 if Mr. Sulerzyski remains employed by Peoples on that date.

(4)	The grant of an aggregate of 15,000 restricted shares was approved by the Compensation Committee on December 13, 2011, and the grant was made on January 31, 2012, with respect to individual performance for the 2011 fiscal year. The restricted shares had a time-based vesting requirement and vested on January 31, 2014.

(5)

Restricted shares were approved by the Compensation Committee on December 13, 2011, and granted on January 31, 2012, with respect to individual performance for the 2011 fiscal year. The restricted shares had a performance-based vesting requirement and were to vest if the cumulative earnings per common share for the 2011, 2012 and 2013 fiscal years was greater than or equal to $2.83. These shares vested on January 31, 2014, following the certification of achievement of the performance goal by the Compensation Committee.

(6)

Restricted shares were approved by the Compensation Committee on January 24, 2013, and granted on January 29, 2013, with respect to individual performance for the 2012 fiscal year. One-third of the restricted shares has a time-based vesting requirement and vested on January 29, 2014, as the named executive officer remained employed by Peoples on that date. One-third of the restricted shares will vest on January 29, 2015 if the named executive officer remains employed by Peoples on that date, and one-third will vest on January 29, 2016 if the named executive officer remains employed by Peoples on that date. The vesting on each of January 29, 2015 and January 29, 2016 is also subject to the requirements that Peoples maintain a well-capitalized status under applicable regulatory standards and reports net income for the fiscal year ended immediately prior to the applicable anniversary of the grant date.

(7)	Restricted shares were approved by the Compensation Committee on January 23, 2014, granted on January 28, 2014, and will vest on July 28, 2014, provided Mr. Sulerzyski remains employed by Peoples on that date.

(8)	Restricted shares were approved by the Compensation Committee on February 7, 2012, and granted on February 7, 2012, with respect to individual performance for the 2011 fiscal year. The restricted shares had a time-based vesting requirement and vested on February 7, 2014.

(9)

Restricted shares were approved by the Compensation Committee on February 7, 2012, and granted on February 7, 2012, with respect to individual performance for the 2011 fiscal year. The restricted shares had a performance-based vesting requirement and were to vest if the cumulative earnings per common share for the 2011, 2012 and 2013 fiscal years was greater than or equal to $2.83. These restricted shares vested in 2014, following certification of achievement of the performance goal by the Compensation Committee.

(10)

Restricted shares were approved by the Compensation Committee on September 13, 2012, and granted on October 30, 2012. One-third of these restricted shares vested upon the first anniversary of the grant date, and the remaining two-thirds will vest in equal installments on each of the second and third anniversaries of the grant date, provided Mr. McGill remains employed by Peoples on each applicable anniversary date.

(11)

Restricted shares were approved by the Compensation Committee on January 30, 2014, and granted on February 4, 2014, with respect to individual performance for the 2013 fiscal year. They were considered “unearned” as they would not have been granted until after the end of the 2013 fiscal year. One-third of the restricted shares has a time-based vesting requirement and will vest on February 4, 2015, if the named executive officer remains employed by Peoples on that date. One-third of the restricted shares will vest on February 4, 2016 if the named executive officer remains employed by Peoples on that date, and one-third will vest on February 4, 2017 if the named executive officer remains employed by Peoples on that date. The vesting on each anniversary of the grant date is also subject to the requirements that Peoples maintain a well-capitalized status under applicable regulatory standards and reports net income for the fiscal year ended immediately prior to the applicable anniversary of the grant date. The market value of the unearned stock awards is based on the closing price of Peoples' common shares as reported on The NASDAQ Global Select Market® on February 4, 2014, which was $21.68.

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

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(1)	Messrs. Sulerzyski, Sloane, McGill, and Kirtley do not participate in the Pre-2010 Incentive Plan.

(2)	Mr. Sloane elected not to make any contributions to the 2013 Nonqualified Plan during 2013.

(3)	The amount reported in column (c) represents the aggregate income deferred and therefore contributed by each participant to the 2013 Nonqualified Plan for compensation earned during 2013.

(4)

The amount reported in column (d) represents the matching contribution made by Peoples to the participant’s account, pursuant to the 2013 Nonqualified Plan. These matching contributions were made on March 6, 2014 with respect to the participant’s 2013 contributions. These amounts are included in “All Other Compensation” for 2013 in the “SUMMARY COMPENSATION TABLE FOR 2013” beginning on page 43 of this Proxy Statement.

(5)	The amounts reported in column (e) with respect to Mr. Sulerzyski, Mr. McGill, and Mr. Kirtley represent the aggregate annual earnings on executive contributions during 2013. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2013”, as they are not above market or preferential.

(6)

The amount in column (e) for Ms. Schneeberger represents the aggregate earnings on the accumulated mandatory and voluntary deferrals of cash incentives. The interest rate for 2013 was 3.96 %. This amount is included in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column total for 2013 for Ms. Schneeberger reported in the “SUMMARY COMPENSATION TABLE FOR 2013” on page 43. This amount is also included as part of the aggregate earnings reported in the “Total” column for Ms. Schneeberger.

(7)	The amounts in column (g) represent the accumulated total of executive contributions, company matching contributions, and aggregate earnings with respect to the 2013 fiscal year for each of Messrs. Sulerzyski, McGill and Kirtley, and Ms. Schneeberger.

(8)	This amount represents the accumulated voluntary deferrals of cash incentives and earnings thereon with respect to Ms. Schneeberger.

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•	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 ($20,682) is included in the table in the section captioned “NONQUALIFIED DEFERRED COMPENSATION FOR 2013” beginning on page 50 within the “Aggregate Balance at Last Fiscal Year-End” column);

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

•	the balance credited to the named executive officer’s bookkeeping account in the 2013 Nonqualified Plan;

•	pay for a pro rata portion of unused paid time off, commensurate with the length of service in the current calendar year, if the named 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 under the named executive officer's account in the Retirement Plan. These amounts are included in the table under the heading “PENSION BENEFITS FOR 2013” on page 50 and 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 any termination of employment.

•

all previously unvested equity-based awards would vest with respect to grants made prior to April 25, 2013; unvested grants made after April 25, 2013 would vest in accordance with the time and performance-based vesting requirements specific to the grant, and are not accelerated based upon retirement or death. During 2013, no equity-based awards were made to the named executive officers after the April 25, 2013.

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•

If a named executive officer is terminated without cause or terminates his or her employment with Peoples and its subsidiaries for good reason within 24 months following the change in control, and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then all of the named executive officer’s outstanding options and SARs will become immediately and fully exercisable and, in the case of restricted stock (other than restricted performance stock), all outstanding awards will become immediately and fully vested. In the case of restricted performance stock and performance units, all of the named executive officer’s outstanding awards will be deemed to have been fully earned based on the target level of performance being attained. In the case of outstanding options or SARs, the named executive officer may exercise these options or SARs at any time within one year after such termination, except that an option or SAR will not be exercisable on any date beyond the expiration date of such option or SAR. If the named executive officer dies after such termination, the exercisability of all outstanding options or SARs will be treated in the same manner as that provided for a termination due to retirement; and

•

If a named executive officer’s employment is terminated for cause within 24 months following such change in control and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then any options or SARs of such individual will expire, any non-vested restricted stock, restricted performance stock, or performance units will be forfeited, and all rights under such awards will terminate immediately.

•	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 the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the 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, 2013, as she had reached retirement eligibility (50 years of age or older and had at least ten years of service with Peoples as of December 31, 2013), her unvested restricted stock would vest in full upon retirement.

(2)	Under the terms of the change in control agreements, the named executive officers continue to participate in life, medical, and dental insurance during the term of their respective non-compete agreements, 15 months for Mr. Sulerzyski and 12 months for the other named executive officers.

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•	Termination of service as a director of Peoples due to death, disability, or retirement: The restrictions on the restricted common shares would lapse and the restricted common 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 common shares would be forfeited on the termination date.

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(1)

Mr. Sulerzyski, who serves as President and Chief Executive Officer of Peoples and Peoples Bank, is not included in this table. Mr. Sulerzyski receives no compensation in his capacity as a director of Peoples and Peoples Bank. The compensation received by Mr. Sulerzyski as an executive officer of Peoples and Peoples Bank is shown in the table under the section captioned “SUMMARY COMPENSATION TABLE FOR 2013” beginning on page 43.

(2)

Amounts in column (b) represent the aggregate cash quarterly and meeting fees (including travel fees paid or payable to each director). Included in these amounts are voluntary elective deferrals of fees made pursuant to the Directors’ Deferred Compensation Plan. Deferrals of these fees for 2013 were: $17,400 for Ms. Abraham; $22,200 for Dr. Jones; and $16,275 for Mr. Mead. All other amounts representing the cash portion paid for quarterly fees, meeting fees, and travel fees for 2013 are included in this table. Pursuant to the 2013 compensation structure for directors, the portion of these fees paid in stock awards is detailed in column (c). All directors identified in this table are non-employee directors of both Peoples and Peoples Bank, and were compensated through retainer fees, Board meeting attendance fees and Board committee meeting attendance fees, as appropriate, for their service to both boards.

(3)

Amounts in column (c) represent the aggregate grant date fair value of common shares issued to the directors as the equity portion of the quarterly and meeting fees for services rendered as a director of Peoples, computed in accordance with FASB ASC Topic 718. The grant date fair value related to each issuance of common shares represented 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. This column also includes the grant date fair value related to the issuance of 500 common shares to each of the non-employee directors listed in the table above, and excluding Mr. Sulerzyski. Each of the Peoples directors, other than Mr. Sulerzyski, received a grant of 500 restricted common shares on February 28, 2013. The restricted common shares had a time-based vesting requirement and vested six months after the grant date, as each individual continued to serve as a director of Peoples for that period of time. As a result, there were no unvested stock awards outstanding at December 31, 2013.

(4)

The aggregate number of common shares underlying unexercised nonqualified stock options outstanding at December 31, 2013 were: (i) Tara M. Abraham - none; (ii) Carl L. Baker, Jr. - 3,510; (iii) George W. Broughton - 3,510; (iv) Richard Ferguson - 2,355; (v) James Huggins - none; (vi) Dr. Brenda F. Jones - 1,756; (vii) David L. Mead - 600; (viii) Susan D. Rector - none; (ix) Theodore P. Sauber - 2,355; and x) Thomas J. Wolf - 3,510. All of these outstanding nonqualified stock options had vested prior to January 1, 2008.

(5)	Amounts in column (f) represent 2013 earnings on each participating director's bookkeeping account under the Directors’ Deferred Compensation Plan.

(6)	Amounts in column (g) represent the amount of Peoples' 2013 annual premium payment for group term life insurance covering each of the directors.

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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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