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o	Exchange Act Rule 13e-4(i)(Cross-Border Tender Offer)

o	Exchange Act Rule 14d-1(d)(Cross-Border Third Party Tender Offer)

(1)	Represents an estimate of the maximum number of shares of common shares, no par value per share, of Peoples Bancorp Inc. that Registrant anticipates issuing in connection with the proposed merger to which this registration statement relates.

(2)

Pursuant to Rule 457(f)(2) and (f)(3) under the Securities Act, and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of (i) $62.18 the book value per share of Midwest Bancshares, Inc. common stock to be exchanged in the Merger as of February 28, 2014, the latest practicable date prior to the date of filing of this registration statement, and (ii) 192,500, the estimated maximum number of shares of common stock of Midwest Bancshares, Inc. that may be exchanged in the merger, minus the amount of estimated cash to be paid, per share by Peoples Bancorp Inc. in the proposed merger.

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•	$65.50 in cash, or

•	$65.50 in Peoples’ common shares (based upon the average closing price of Peoples’ common shares for the 20 trading days prior to the effective date of the Merger), or

•	a combination of both.

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A:

You are receiving this proxy statement/prospectus because Peoples Bancorp Inc. (“Peoples”) and Midwest Bancshares, Inc. (“Midwest”) have entered into an Agreement and Plan of Merger dated as of January 21, 2014 (the “Merger Agreement”), attached to this proxy statement/prospectus as ANNEX A, pursuant to which Midwest will be merged with and into Peoples (the “Merger”). Immediately following the Merger, First National Bank of Wellston, a national banking association and a wholly- owned subsidiary of Midwest (“First National”), will merge with and into Peoples Bank, National Association, a national banking association and wholly owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank being the surviving entity, which transaction is referred to as the “subsidiary bank merger.” The Merger Agreement must be adopted and approved by the holders of at least two-thirds of the shares of Midwest common stock outstanding and entitled to vote at the special meeting, in accordance with Section 1701.78 of the Ohio General Corporation Law and Midwest’s Articles of Incorporation.

Q:	Why are Peoples and Midwest proposing to merge?

A:

Midwest believes that the Merger is in the best interests of its shareholders and other constituencies because, among other reasons, the merger consideration will provide enhanced value and increased liquidity to Midwest shareholders. Furthermore, as a result of the Merger, Midwest will become part of a larger banking institution improving its ability to compete with larger financial institutions and better serve its customers’ needs while maintaining the community bank philosophy that both institutions currently share.

Q:	What will Midwest shareholders receive in the merger?

A:	Under the terms of the Merger Agreement, after the Merger is completed, shareholders of Midwest will be entitled to receive for each share of Midwest common stock:

•	$65.50 in cash, or

•	$65.50 in Peoples’ common shares (based upon the average closing price of Peoples’ common shares for the 20 trading days prior to the effective date of the Merger), or

•	a combination of both.

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Q:	How do Midwest Shareholders make their election to receive cash, Peoples’ common shares or a combination of both?

A:

If you are a Midwest shareholder of record, you will receive an election form, which you should complete and return, along with your Midwest stock certificate(s), according to the instructions printed on the election form. The election deadline will be 5:00 p.m., Eastern Daylight Savings Time, on May 3, 2014 (which we refer to as the “election deadline”). A copy of the election form is being mailed separately on the same date as this proxy statement/prospectus. Peoples will also make an election form available if requested by a Midwest shareholder of record following the mailing of the election forms and before the election deadline. If you do not send in the election form with your stock certificate(s) by the election deadline, you will be treated as though you had not made an election.

Q:	Can I change my election?

A:

You may change your election at any time prior to the election deadline by submitting to Wells Fargo Shareowner Services (Peoples’ exchange agent under the Merger Agreement), written notice accompanied by a properly completed and signed, revised election form. You may revoke your election by submitting written notice to Wells Fargo Shareowner Services prior to the election deadline. Midwest shareholders will not be entitled to change or revoke their elections following the election deadline. If you instructed a bank, broker or other financial institution to submit an election for your shares, you must follow their directions for changing those instructions.

Q:	What happens if I do not make a valid election or make no election to receive cash, Peoples’ common stock or a combination of both?

A:

If you do not return a properly completed election form or return an election form with no designation of merger consideration by the election deadline specified in the election form, your shares of Midwest common stock will be considered “No Election Shares.” No Election Shares will be converted into the right to receive the stock consideration or the cash consideration according to the allocation procedures specified in the Merger Agreement. Generally, in the event one form of consideration (cash or shares of Peoples’ common stock) is undersubscribed in the Merger, shares of Midwest common stock for which no election has been validly made will be allocated to that form of consideration before shares of Midwest common stock electing the oversubscribed form will be switched to it pursuant to the proration and adjustment procedures. Accordingly, while electing one form of consideration will not guarantee you will receive that form for all of your shares of Midwest common stock, in the event proration is necessary electing shares will have a priority over No Election Shares.

Q:	When and where will the Midwest special meeting of shareholders take place?

A:	The special meeting of shareholders of Midwest will be held at 4:00 p.m., Eastern Daylight Savings Time, on May 14, 2014, at First National Bank of Wellston’s main office at 101 East A Street, Wellston, Ohio 45692.

Q:	What matters will be considered at the Midwest special meeting?

A:	The shareholders of Midwest will be asked to (1) vote to adopt and approve the Merger Agreement; (2) vote to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and (3) vote on any other business which properly comes before the special meeting.

Q:	Is my vote needed to adopt and approve the Merger Agreement?

A:	The adoption and approval of the Merger Agreement by the shareholders of Midwest requires the affirmative vote of the holders of at least two-thirds of the shares of Midwest common stock outstanding and entitled to vote at the special

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Q:	How do I vote?

A:	If you were the record holder of shares of Midwest common stock as of March 28, 2014, you may vote in person by attending the special meeting or, to ensure that your shares of Midwest common stock are represented at the special meeting, you may vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	What will happen if I fail to vote or abstain from voting?

A:	If you fail to vote or if you mark “ABSTAIN” on your proxy card with respect to the proposal to adopt and approve the Merger Agreement, it will have the same effect as a vote “AGAINST” the proposal.

Q:	How will my shares be voted if I return a blank proxy card?

A:	If you sign, date and return your proxy card and do not indicate how you want your shares of Midwest common stock to be voted, then your shares will be voted “FOR” the adoption and approval of the Merger Agreement and, if necessary, “FOR” the approval of the adjournment of the special meeting to solicit additional proxies.

Q:	If my shares of Midwest common stock are held in a stock brokerage account or by a bank or other nominee (in “street name”), will my broker, bank or other nominee vote my shares for me?

A:	You must provide your broker, bank or nominee (the record holder of your common shares) with instructions on how to vote your shares of Midwest common stock. Please follow the voting instructions provided by your broker, bank or nominee.

Q:	Can I change my vote after I have submitted my proxy?

A:	Yes. You may revoke your proxy at any time before a vote is taken at the special meeting by:

•	filing a written notice of revocation with the Corporate Secretary of Midwest, at 101 East A Street, Wellston, Ohio 45692;

•	executing and returning another proxy card with a later date; or

•	attending the special meeting and giving notice of revocation in person.

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Q:	If I do not favor the adoption and approval of the Merger Agreement, what are my rights?

A:

If you are a Midwest shareholder as of March 28, 2014, the record date and you do not vote your shares in favor of the adoption and approval of the Merger Agreement, you will have the right under Section 1701.85 of the Ohio General Corporation Law to demand the fair cash value for your shares of Midwest common stock. The right to make this demand is known as “dissenters’ rights.” To exercise your dissenters’ rights, you must deliver to Midwest a written demand for payment of the fair cash value of your shares before the vote on the Merger is taken at the special shareholders’ meeting. The demand for payment must include your address, the number and class of Midwest shares owned by you, and the amount you claim to be the fair cash value of the your Midwest shares. For additional information regarding dissenters’ rights, see “Dissenters’ Rights” on page 19 of this proxy statement/prospectus and the complete text of the applicable sections of Section 1701.85 of the Ohio General Corporation Law attached to this proxy statement/prospectus as ANNEX B.

Q:	When is the Merger expected to be completed?

A:	We are working to complete the Merger as quickly as we can. We expect to complete the Merger late in the second quarter of 2014 or early in the third quarter of 2014, assuming shareholder approval and all applicable governmental approvals have been received by that date and all other conditions precedent to the Merger have been satisfied or waived.

Q:	Should I send in my Midwest stock certificates now?

A.	As addressed above under “How do Midwest Shareholders make their election to receive cash, Peoples’ common shares or a combination of both?,” you may send in your stock certificates with the election materials that are being sent to you separately. You should not, however, send in your stock certificates with your proxy card.

Q:	What do I need to do now?

A:

After carefully reviewing this proxy statement/prospectus, including its annexes, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible. By submitting your proxy, you authorize the individuals named in the proxy to vote your shares of Midwest common stock at the special meeting of shareholders of Midwest in accordance with your instructions. Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your shares of Midwest common stock will be voted at the special meeting.

Q:	Who can answer my questions?

A:	If you have questions about the merger or desire additional copies of this proxy statement/prospectus or additional proxy cards, please contact:

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•	various demand deposit accounts, savings accounts, money market accounts and certificates of deposit

•	commercial, consumer and real estate mortgage loans (both commercial and residential) and lines of credit

•	debit and ATM cards

•	corporate and personal trust services

•	safe deposit rental facilities

•	money orders and cashier’s checks

•	full range of life, health and property and casualty insurance products

•	custom-tailored fiduciary and wealth management services

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•	$65.50 in cash, or

•	$65.50 in Peoples’ common shares (based upon the average closing price of Peoples’ common shares for the 20 trading days prior to the effective date of the Merger), or

•	a combination of both.

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•	a proposal to adopt and approve the Merger Agreement;

•	a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and

•	any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Midwest board of directors is presently unaware of any other business to be transacted at the special meeting.

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•	retention payments to be paid by Peoples and/or First National to some executive officers and other employees of Midwest and First National who are needed to assist with the integration of operations;

•	continued indemnification and continued insurance for directors and officers of Midwest for events occurring before the Merger;

•	the ability of the directors of Midwest, at their discretion, to serve on a Peoples advisory board for a period of at least one year following the Merger for a fee of $500 per director per semi-monthly meeting; and

•	the covenant of Peoples to pay the monthly premiums due to maintain the health coverage currently being received for the chairman of the board of directors of Midwest, and his family, for a period of one year following the closing of the Merger.

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•	if any of the required regulatory approvals is denied;

•	if the Midwest shareholders do not adopt and approve the Merger Agreement at the Midwest special shareholder meeting;

•	if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement that cannot be or has not been cured within 30 days of notice of the breach; or

•	if the merger has not been consummated by July 31, 2014, unless the failure to complete the merger by that date is due to the knowing action or inaction of the party seeking to terminate.

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(b)

These amounts represent non-generally accepted accounting principles (“GAAP”) financial measures since they exclude the balance sheet impact of intangible assets acquired through acquisitions on both total stockholders’ equity and total assets. 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 “Capital/Stockholders’ Equity.”

(c)	Data presented as of the end of the period indicated.

(d)	Non-interest expense (less intangible asset amortization) as a percentage of fully tax-equivalent net interest income plus non-interest income (excluding gains or losses on investment securities, asset disposals and other transactions).

(e)

These amounts represent non-GAAP financial measures since they exclude 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”.

(f)	Nonperforming loans include loans 90 days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.

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•	$65.50 in cash, or

•	$65.50 in Peoples’ common shares (based upon the average closing price of Peoples’ common shares for the 20 trading days prior to the effective date of the Merger), or

•	a combination of both.

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•	Peoples and Midwest will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;

•	under the Merger Agreement, Midwest is subject to certain restrictions on the conduct of its business before completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and

•	matters relating to the Merger may require substantial commitments of time and resources by Peoples and Midwest management, which could otherwise have been devoted to other opportunities that may have been beneficial to Peoples and Midwest as independent companies, as the case may be.

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•	statements about the benefits of the Merger between Peoples and Midwest, including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from the Merger;

•	statements of plans, objectives and expectations of Peoples or Midwest or their respective management or boards of directors;

•	statements of future economic performance; and

•	statements of assumptions underlying such statements.

•	the risk that the businesses of Peoples and Midwest will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

•	expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame;

•	revenues or earnings following the Merger may be lower than expected;

•	deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

•	the inability to obtain governmental approvals of the Merger on the proposed terms and schedule;

•	the failure of Midwest’s shareholders to approve the Merger;

•	local, regional, national and international economic conditions and the impact they may have on Peoples and its customers and Peoples’ assessment of that impact;

•	changes in the level of non-performing assets, delinquent loans, and charge-offs;

•	material changes in the value of Peoples’ common shares;

•	changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

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•	the risk that management’s assumptions and estimates used in applying critical accounting policies prove unreliable, inaccurate or not predictive of actual results;

•	inflation, interest rate, securities market and monetary fluctuations;

•	changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

•	competitive pressures among depository and other financial institutions may increase and have an effect on pricing, spending, third-party relationships and revenues;

•	changes in laws and regulations (including laws and regulations concerning taxes, banking and securities) with which Peoples and Midwest must comply;

•	the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve;

•	legislation affecting the financial services industry as a whole, and/or Peoples and its subsidiaries, individually or collectively;

•	governmental and public policy changes; and

•	the impact on Peoples’ businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.

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•	a proposal to adopt and approve the Merger Agreement;

•	a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement; and

•	any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The board of directors of Midwest is unaware of any other business to be transacted at the special meeting.

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•	filing a written notice of revocation with the Corporate Secretary of Midwest, at 101 East A Street, Wellston, Ohio 45692;

•	executing and returning another proxy card with a later date; or

•	attending the special meeting and giving notice of revocation in person.

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•	the belief that the financial terms of the Merger are considered fair, from a financial standpoint, to the shareholders of Midwest, based upon the opinion of Austin Associates;

•	Midwest’s community banking orientation and its compatibility with a similar operating philosophy of Peoples and Peoples Bank;

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•	the business, earnings, operations, financial condition, management, prospects, capital levels and asset quality of both Midwest and Peoples;

•	the challenges to operating a small community bank in the current economic, regulatory and technological environment;

•	Peoples’ access to capital and managerial resources relative to that of Midwest;

•	the provisions of the Merger Agreement;

•	its desire to provide shareholders with the prospect for greater future appreciation on their investments in Midwest common stock than the amount the board of directors believed that Midwest could achieve independently;

•	the greater liquidity of Peoples’ common shares;

•	pricing and other data from other similar transactions;

•	First National’s potential to better serve its customers and enhance its competitive position in the communities in which it operates due to Peoples’ ability to offer more diverse financial products and services as a larger and more highly capitalized institution;

•	the ability for Midwest’s board to respond to an unsolicited offer from another entity and the amount and terms of the termination fee;

•	the effect of the Merger on Midwest’s employees, customers and community; and

•	the dividend accretion to Midwest shareholders who receive Peoples’ common shares in exchange for their Midwest common shares.

•	the long-term interests of Peoples and its shareholders, as well as the interests of its employees, customers, creditors and the communities in which Peoples operates.

•	the opportunity to acquire a 128-year old bank with deep community banking relationships;

•	enhanced market share in Ohio with incremental high-quality, low-cost core deposits;

•	the market area in which Midwest’s offices are located is a market in which Peoples would like to continue to expand;

•	the cost of acquiring Midwest, its branch network and customer base is estimated to be equivalent to the cost of building new branch facilities, which would not provide any customers, revenue stream, employees or community goodwill;

•	Peoples believes it can realize cost savings and other benefits of size and operating efficiencies;

•	Peoples believes that the merger should assist it in maintaining its status as an independent holding company and Peoples Bank as a community bank; and

•	the size and structure of the transaction allows Peoples to maintain its strong capital position and fund the cash portion of the transaction through current operations; additionally, the merged banks will also maintain a strong

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•	the costs associated with the regulatory approval process, the costs associated with calling a special meeting of the Midwest shareholders and other Merger related costs; and

•	the risks associated with combining the operations of Midwest with Peoples’ existing operations, including difficulty in combining corporate, accounting, financial information and information systems.

•	The opinion letter details the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Austin Associates in connection with its opinion, and should be read in its entirety;

•	Austin Associates expressed no opinion as to the price at which Midwest’s or Peoples’ common stock would actually be trading at any time;

•	Austin Associates’ opinion does not address the relative merits of the Merger and the other business strategies considered by the Midwest’s board, nor does it address the board’s decision to proceed with the Merger; and

•	Austin Associates’ opinion rendered in connection with the Merger does not constitute a recommendation to any Midwest shareholder as to how he or she should vote at the special meeting.

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•	that all material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on Midwest, Peoples or on the anticipated benefits of the Merger;

•	that Midwest and Peoples have provided all of the information that might be material to Austin Associates in its review; and

•	that the financial projections it reviewed were reasonably prepared on a basis reflecting the best currently available estimates and judgment of the management of Midwest and Peoples as to the future operating and financial performance of Midwest and Peoples, respectively.

•	the Merger Agreement;

•	certain publicly available financial statements and other historical financial information of Midwest that we deemed relevant;

•	certain publicly available financial statements and other historical financial information of Peoples that we deemed relevant;

•	internal financial projections for Midwest and Peoples for the year ending December 31, 2014 prepared by and reviewed with management of Midwest and Peoples, respectively;

•	the pro forma financial impact of the Merger on Peoples, based on assumptions relating to transaction expenses, accounting adjustments, and cost savings determined by and discussed with senior management of Peoples;

•	publicly reported historical price and trading activity for Peoples’ common stock, including a comparison of certain financial and stock market information with similar publicly available information for certain other companies the securities of which are publicly traded;

•	the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available;

•	current market environment generally and the banking environment in particular; and

•	such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant.

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•	105% of book value;

•	105% of tangible book value;

•	32.0 times last twelve months net income ending December 31, 2013; and

•	0.9% premium above tangible equity as a percent of core deposits.

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(1)	Midwest’s financial performance and deal transaction multiples based on December 31, 2013 financial data.

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(2)	PTPP = Pre-Tax Pre-Provision = Net Interest Income + Noninterest Income - Noninterest Expense.

(3)	ALLL = Allowances for Loan and Lease Losses.

(2)	EPS = Earnings Per Share

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•	$65.50 in cash, or

•	$65.50 in Peoples’ common shares (based upon the average closing price of Peoples’ common shares for the 20 trading days prior to the effective date of the Merger), or

•	a combination of both.

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•	Underscription of Cash Elections: If the number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) is less than 25% of the merger consideration, then:

▪	each of the Cash Election Shares shall receive cash; and

▪	the Exchange Agent will designate first among the No Election Shares, on a pro rata basis, and then if necessary from Stock Election Shares, on a pro rata basis, a sufficient number shares to be reclassified to receive cash ("Reallocated Cash Shares"), until the number of Cash Election Shares

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•	Overscription of Cash Elections: If the number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) is greater than 50% of the merger consideration, then:

▪	each of the Stock Election Shares and No Election Shares shall receive Peoples’ common shares; and

▪

the Exchange Agent will designate first among the Cash Election Shares, excluding any shares the holder of which has exercised his or her dissenters’ rights, on a pro rata basis, a sufficient number shares to be reclassified to receive cash, until the remaining number of Cash Election Shares (including cash to be paid in lieu of fractional Peoples’ common shares) equals 50% of the merger consideration.

•	the Merger Agreement must be duly adopted and approved by the requisite vote of the shareholders of Midwest;

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all regulatory approvals required to consummate the Merger must have been obtained and remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain (i) any conditions, restrictions or requirements which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, have a material adverse effect on Peoples and its subsidiaries taken as a whole after giving effect to the consummation of the Merger, or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, be unduly burdensome. For purposes of this condition, the failure of any regulatory order applicable to Midwest or First National to be terminated or the pendency or threat of any of certain regulatory actions against Midwest or First National shall constitute grounds for Peoples to terminate the Merger Agreement; and

•	there must not be any temporary, preliminary or permanent statute, rule, regulation, judgment, decree, injunction or other order issued by or imposed by any court or any other governmental authority, that is in effect and prohibits consummation of the transactions contemplated by the Merger Agreement,

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the representations and warranties of Peoples contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and Midwest must have received a certificate, dated as of the effective date, signed on behalf of Peoples by its chief executive officer to such effect;

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•	Peoples must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and Midwest must have received a certificate, dated as of the effective date, signed on behalf of Peoples by its chief executive officer to such effect; and

•	Midwest shall have procured a policy of directors’ and officers’ liability insurance in accordance with the terms of the Merger Agreement.

•

the representations and warranties of Midwest contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and Peoples must have received a certificate, dated as of the effective date, signed on behalf of Midwest by its president to such effect;

•	Midwest must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and Peoples must have received a certificate, dated as of the effective date, signed on behalf of Midwest by its president to such effect;

•

Midwest must have obtained the consent or approval of each person (other than governmental authorities) whose consent or approval is required under the Merger Agreement or under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument in connection with the Merger Agreement, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect on Peoples after the Merger;

•

Peoples must have received a statement executed on behalf of Midwest, dated as of the effective date of the Merger, that satisfies the requirements of regulations of the United States Department of Treasury (“Treasury Regulations”) Section 1.1445-2(c)(3) and complies with Treasury Regulations Section 1.897-2(h), in a form reasonably applicable to Peoples certifying that Midwest’s common shares do not represent United States real property interests within the meaning of Section 897 of the Internal Revenue Code and the Treasury Regulation promulgated thereunder;

•	the holders of not more than 5% of the outstanding Midwest’s common shares shall have perfected their dissenters’ rights under Section 1701.85 of the Ohio General Corporation Law in connection with the Merger;

•

no condemnation, eminent domain or similar proceedings are commenced or threatened in writing by any federal, state or local government authority with respect to any real estate owned by Midwest or First National, including real estate acquired in connection with foreclosure and Midwest has complied with requirements regarding environmental testing of any property owned by Midwest or First National as requested by Peoples in accordance with the terms of the Merger Agreement;

•	Midwest shall have procured a policy of directors’ and officers’ liability insurance in accordance with the terms of the Merger Agreement;

•	Midwest shall have terminated any lease (written or oral) for the property located at 120 N. Ohio Avenue, Wellston, Ohio 45692, and such property shall be vacant at the effective time of the Merger;

•	Midwest shall have terminated and been released from any and all obligations under the branch construction contract and any other agreement and/or arrangement for the construction of a new branch in Jackson County, Ohio and provided evidence of such termination to Peoples; and

•	there must not have occurred any event, circumstance or development that has resulted in or could reasonably be expected to result in a material adverse effect on Midwest.

•	corporate organization, standing and authority;

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•	capitalization;

•	subsidiaries;

•	corporate power;

•	corporate authority and enforceability of the Merger Agreement;

•	regulatory approvals;

•	accuracy of financial statements, reports and internal controls;

•	legal proceedings;

•	regulatory actions;

•	compliance with laws;

•	material contracts;

•	broker’s and finder’s fees;

•	employee benefit plans;

•	labor matters;

•	takeover laws;

•	environmental matters;

•	tax matters;

•	risk management instruments;

•	books and records;

•	insurance;

•	title properties and assets;

•	loans and insider transactions;

•	allowance for loan losses;

•	repurchase agreements;

•	investment portfolio;

•	deposit insurance;

•	The Bank Secrecy Act, anti-money laundering and Office of Foreign Assets Control and customer information;

•	Community Reinvestment Act;

•	related party transactions;

•	prohibited payments;

•	Austin Associates’ fairness opinion;

•	absence of undisclosed liabilities;

•	material adverse effect; and

•	disclosures.

•	corporate organization, standing and authority;

•	capitalization;

•	subsidiaries;

•	ownership of Midwest’s common shares;

•	corporate power;

•	corporate authority and enforceability of the Merger Agreement;

•	accuracy of financial statement, reports and SEC documents;

•	regulatory matters;

•	legal proceedings;

•	compliance with laws;

•	deposit insurance;

•	absence of undisclosed liabilities;

•	regulatory approvals;

•	broker’s and finder’s fees; and

•	disclosures.

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•	issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Midwest’s common stock or enter into any agreement with respect to the same;

•	permit any additional shares of Midwest’s common stock to become subject to new grants of employee or director stock options or similar stock-based employee rights;

•	effect any recapitalization, reclassification, stock split, or similar change in capitalization;

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make, declare, pay or set aside for payment any dividend or distribution on any shares of its common stock, other than dividends from First National to Midwest and dividends on Midwest’s common shares in the amount of $0.50 per share for the time period of January 1, 2014 through May 31, 2014, prorated if the effective time of the Merger occurs prior to May 31, 2014, or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its common stock;

•	enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control or similar agreements or arrangements with directors, consultants, officers or employees of Midwest or First National;

•	hire or engage any full-time employee or consultant, other than as replacements for positions then existing;

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grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except for: (i) changes that are required by applicable law, (ii) bonuses to be paid at or prior to the effective time of the Merger which Midwest has been accruing for on a month to month basis; provided, however, that such amount to be accrued for monthly does not exceed $1,750 per month; and (iii) certain retention payments to be paid to certain employees of First National at such time and in such individual amounts as mutually agreed to between Midwest and Peoples;

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enter into, establish, adopt, amend, modify or terminate any pension, retirement, stock option, phantom stock, stock purchase, savings, profit sharing, deferred compensation, change in control, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement or similar arrangement, with respect to any director, officer or employee of Midwest or any of its subsidiaries, except as may be required by law, as contemplated in the Merger Agreement or to renew insurance contracts;

•	sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties other than in the ordinary course of business for full and fair consideration actually received;

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acquire (other than by way of foreclosure or acquisition of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith and in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity, except in the usual and ordinary course of operating a community bank;

•	amend the organizational documents of Midwest or of First National;

•	implement or adopt any change in its accounting principles, practices or methods other than as required by generally accepted accounting principles;

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•	enter into or terminate any material contract, or amend or modify any material contract in any material respect, except in the ordinary course of business consistent with past practice;

•	settle any claim, action or proceeding, except for any claim, action or proceeding which does not involve precedent for other material claims, actions or proceedings and which involves solely money damages in an amount, individually not to exceed $25,000 or in the aggregate not to exceed $50,000 for all such settlements;

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take any action that is intended or is reasonably likely to result in any representations or warranties in the Merger Agreement being or becoming untrue in any material respect at any time at or prior to the effective time of the Merger, any conditions in the Merger Agreement not being satisfied or a material violation of any provision of the Merger Agreement except, in each case, as may be required by applicable law, rule or regulation;

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except pursuant to applicable law or as required by any governmental authority, implement or adopt any material change in its interest rate and other risk management policies, procedures or practices, fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk, fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk or fail to follow its existing policies or practices with respect to managing its fiduciary risks;

•	borrow or agree to borrow any funds, including but not limited to pursuant to repurchase transactions, or directly or indirectly guarantee or agree to guarantee any obligations of any other person, except in each case in the ordinary course of business and with a final maturity of less than one year;

•	make or purchase any indirect or brokered loans, other than existing indirect relationships with auto dealers;

•	purchase from or sell to any financial institution or other non-depository lender an interest in a loan and/or other type of credit facility, except for such credit facilities made to borrowers in the State of Ohio which are secured by collateral located in the State of Ohio in the ordinary course and consistent with past practices;

•	make any capital expenditure or capital additions or improvements which individually exceed $5,000 or in the aggregate exceed $15,000;

•	establish any new lending programs or make any changes in the policies of First National concerning which persons may approve loans, or originate or issue a commitment to originate any loan in a principal amount in excess of $500,000;

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fail to prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all tax returns that are required to be filed at or before the effective time of the Merger, fail to pay any tax shown as due, or required to be shown as due, on any such tax return, make, change or revoke any tax election or tax accounting method, file any amended tax return, settle any tax claim or assessment, consent to the extension or waiver of any statute of limitations with respect to taxes or offer or agree to do any of the foregoing or surrender its rights to any of the foregoing or to claim any tax refund or file any amended tax return;

•	open, close or relocate any offices at which business is conducted (including any ATMs), or fail to use commercially reasonable efforts to maintain and keep their respective properties and facilities in their present condition and working order, ordinary wear and tear excepted;

•	increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner consistent with past practices in relation to rates prevailing in the relevant market;

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foreclose upon or otherwise take title to or possession or control of any real property or entity on such property without first obtaining a Phase I Environmental Site Assessment which indicates that the property is free of hazardous material, except that no such report will be required to be obtained with respect to single-family residential real property of one acre or less to be foreclosed upon unless Midwest or First National has reason to believe such real property may contain any such hazardous material;

•	cause any material change in the amount or general composition of deposit liabilities; or

•	agree or commit to do any of the foregoing.

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•	if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement that cannot be or has not been cured by the breaching party within 30 days of after the giving of written notice to the breaching party of such breach;

•	if the merger has not been consummated by July 31, 2014, unless the failure to complete the Merger by that date is due to the knowing action or inaction of the party seeking to terminate the Merger Agreement;

•	if the approval of any governmental authority required for consummation of the Merger and the other transactions contemplated by the Merger Agreement has been denied;

•	if the Midwest shareholders fail to adopt and approve the Merger Agreement at the special meeting; or

•	pursuant to the payment of the termination fee described in “Acquisition Proposals and Termination Fee.”

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•	Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 27, 2014;

•	Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2014;

•	Current Report on Form 8-K filed with the SEC on each of January 21, 2014, January 23, 2014 (two Forms 8-K), January 28, 2014 and February 19, 2014; and

•	The description of Peoples’ common stock, no par value, contained in Peoples’ Registration Statement on Form 8-A dated July 20, 1993, and any amendment or report filed with the SEC for the purpose of updating such description.

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(i)	the Agreement;

(ii)	certain publicly available financial statements and other historical financial information of Midwest that we deemed relevant;

(iii)	certain publicly available financial statements and other historical financial information of PEBO that we deemed relevant;

(iv)	internal financial projections for Midwest for the year ending December 31, 2014 prepared by and reviewed with management of Midwest;

(v)	internal financial projections for PEBO for the year ending December 31, 2014 prepared by and reviewed with management of PEBO;

(vi)	the pro forma financial impact of the Merger on PEBO, based on assumptions relating to transaction expenses, preliminary purchase accounting adjustments and cost savings as discussed with senior management of PEBO;

(vii)	publicly reported historical price and trading activity for PEBO’s common stock, including an analysis of certain financial and stock market information of PEBO compared to certain other publicly traded companies;

(viii)	the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available;

(ix)	the current market environment generally and the banking environment in particular; and,

(x)	such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant.

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Item 20.	Indemnification of Directors and Officers.

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Item 21.	Exhibits and Financial Statement Schedules

(a)	Exhibits

(b)	Financial Statement Schedules

(c)	Report, Opinion or Appraisal

Item 22.	Undertakings

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(d)

That every prospectus (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(e)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(f)

The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus which forms a part of the registration statement pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(g)	The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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