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•	by traditional paper proxy card;

•	by submitting voting instructions via the website identified on your Notice of Internet Availability of Proxy Materials or 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 11 through 13 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; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2017.

•	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;

•	accessing the designated Internet website prior to the deadline for transmitting voting instructions electronically;

•	using the designated toll-free telephone number prior to the deadline for transmitting voting instructions telephonically; 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 18,266,209 common shares outstanding and entitled to vote on February 28, 2017.

(2)

Includes Peoples Bank's beneficial ownership through Trust and Investment Services, a division of Peoples Bank, in the following manner: 111,628 common shares with sole voting power; 1,269,897 common shares with shared voting power; 27,735 common shares with sole investment power; and 1,353,790 common shares with shared investment power. The officers and directors of Peoples Bank and of Peoples disclaim beneficial ownership of the common shares beneficially owned by Peoples Bank through Trust and Investment Services.

(3)

Based on information contained in a Schedule 13G/A, dated February 9, 2017 and filed with the SEC on the 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, 2016. The Schedule 13G/A reported that Dimensional Fund Advisors LP had sole voting power as to 1,171,374 common shares and sole investment power as to 1,215,773 common shares, all of which common shares were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP or one of its subsidiaries furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager sub-advisor. The common shares reported were owned by the investment companies, commingled funds, group trusts and separate accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares.

(4)

Based on information contained in a Schedule 13G/A dated January 25, 2017 and filed with the SEC on that same date, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2016. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 1,127,031 common shares and sole investment power as to 1,166,825 common shares.

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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) 18,266,209 common shares outstanding and entitled to vote on February 28, 2017 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 (“SARs”) which are currently exercisable or will first become exercisable within 60 days after February 28, 2017.

(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. Includes 300 unvested restricted common shares which were granted to Ms. Abraham on January 31, 2017 and will vest six months after the grant date, provided Ms. Abraham is still serving as a director at that time. Also includes 550 common shares held jointly in an investment account by Ms. Abraham and her husband, as to which Ms. Abraham exercises shared voting and investment power. Does not include 4,721 common shares accrued to Ms. Abraham's bookkeeping account under the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Deferred Compensation Plan for Directors”), as to which Ms. Abraham has no voting or investment power. Ms. Abraham has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

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

(5)

Includes 6,326 common shares held in an investment account by S. Craig Beam, as to which Mr. Beam exercises sole voting and investment power. Includes 300 unvested restricted common shares which were granted to Mr. Beam on January 31, 2017 and will vest six months after the grant date, provided Mr. Beam is still serving as a director at that time. Also includes 8,709 common shares held jointly by Mr. Beam and his wife, as to which Mr. Beam exercises shared voting and investment power. Does not include 11,620 common shares held of record and beneficially owned by Mr. Beam's wife, as to which Mr. Beam has no voting or investment power and disclaims beneficial ownership. Mr. Beam has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of

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(6)

Includes 11,094 common shares held in an Individual Retirement Account by Peoples Bank as custodian, as to which George W. Broughton exercises sole voting and investment power. Also includes 300 unvested restricted common shares which were granted to Mr. Broughton on January 31, 2017 and will vest six months after the grant date, provided Mr. Broughton is still serving as a director at that time. 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 1,747 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. Mr. Broughton has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(7)

Includes 5,000 common shares held in an investment account by David F. Dierker, as to which Mr. Dierker exercises sole voting and investment power. Also includes 300 unvested restricted common shares which were granted to Mr. Dierker on January 31, 2017 and will vest six months after the grant date, provided Mr. Dierker is still serving as a director at that time. Does not include 5,940 common shares accrued to Mr. Dierker's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Dierker has no voting or investment power. Mr. Dierker has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(8)

Includes 300 unvested restricted common shares which were granted to James S. Huggins on January 31, 2017 and will vest six months after the grant date, provided Mr. Huggins is still serving as a director at that time. Also includes 111 common shares held jointly by Mr. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power. Includes 1,035 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. Does not include 4,533 common shares accrued to Mr. Huggins' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Huggins has no voting or investment power. Mr. Huggins has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(9)

Includes 300 unvested restricted common shares which were granted to Brooke W. James on January 31, 2017 and will vest six months after the grant date, provided Ms. James is still serving as a director at that time. Also includes 3,866 common shares held by Ms. James as custodian, as to which Ms. James exercises sole voting and investment power. Ms. James has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(10)

Includes 300 unvested restricted common shares which were granted to Dr. Brenda F. Jones on January 31, 2017 and will vest six months after the grant date, provided Dr. Jones is still serving as a director at that time. Does not include 22,340 common shares accrued to Dr. Jones' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Dr. Jones has no voting or investment power. Dr. Jones has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(11)	Executive officer of Peoples during the 2016 fiscal year and named in the “SUMMARY COMPENSATION TABLE FOR 2016” on page 45.

(12)

Includes 1,978 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. Includes 646 common shares held by Mr. McGill in the Peoples Bancorp Inc. Employee Stock Purchase Plan (“ESPP”). Also includes (i) 954 unvested restricted common shares which were granted to Mr. McGill on February 4, 2014 and will vest as described in footnote (2) to the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2016” table on page 49 (the “Outstanding Equity Awards Table”); (ii) 3,690 unvested restricted common shares which were granted to Mr. McGill on January 29, 2015 and will vest as described in footnote (3) to the Outstanding Equity Awards Table; and (iii) 1,700

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(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. Also includes 300 unvested restricted common shares which were granted to Mr. Mead on January 31, 2017 and will vest six months after the grant date, provided Mr. Mead is still serving as a director at that time. Does not include 12,233 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. Mr. Mead has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(14)

Includes 3,120 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power. Also includes 300 unvested restricted common shares which were granted to Ms. Rector on January 31, 2017 and will vest six months after the grant date, provided Ms. Rector is still serving as a director at that time. Mr. Rector has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(15)

Includes (i) 6,333 unvested restricted common shares which were granted to John C. Rogers on December 1, 2015 and will vest as described in footnote (4) to the Outstanding Equity Awards Table; and (ii) 1,700 unvested restricted common shares which were granted to Mr. Rogers on February 13, 2017 and will vest as described in footnote (6) to the Outstanding Equity Awards Table. Mr. Rogers has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(16)

Includes 8,825 common shares held jointly by Carol A. Schneeberger and her husband, as to which Ms. Schneeberger exercises shared voting and investment power. Includes 17,522 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. Includes 1,293 common shares held by Ms. Schneeberger in the ESPP. Also includes (i) 954 unvested restricted common shares which were granted to Ms. Schneeberger on February 4, 2014 and will vest as described in footnote (2) to the Outstanding Equity Awards Table; (ii) 3,900 unvested restricted common shares which were granted to Ms. Schneeberger on January 29, 2015 and will vest as described in footnote (3) to the Outstanding Equity Awards Table; and (iii) 1,700 unvested restricted common shares which were granted to Ms. Schneeberger on February 13, 2017 and will vest as described in footnote (6) to the Outstanding Equity Awards Table. Ms. Schneeberger has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(17)

Includes 480 common shares allocated to the account of Robyn A. Stevens in the Retirement Savings Plan, as to which Ms. Stevens has the power to direct the voting and investment. Also includes (i) 478 unvested restricted common shares which were granted to Ms. Stevens on February 4, 2014 and will vest as described in footnote (2) to the Outstanding Equity Awards Table; (ii) 2,100 unvested restricted common shares which were granted to Ms. Stevens on January 29, 2015 and will vest as described in footnote (3) to the Outstanding Equity Awards Table; (iii) 1,000 unvested restricted common shares which were granted to Ms. Stevens on February 2, 2016 and will vest as described in footnote (5) to the Outstanding Equity Awards Table; and (iv) 1,700 unvested restricted common shares which were granted to Ms. Stevens on February 13, 2017 and will vest as described in footnote (6) to the Outstanding Equity Awards Table. Ms. Stevens has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(18)	Includes 13,359 common shares held in an investment account by Charles W. Sulerzyski, as to which Mr. Sulerzyski exercises sole voting and investment power. Includes 2,523 common shares held by Mr. Sulerzyski in the ESPP. Also includes (i) 2,968 unvested restricted common shares which were granted to Mr. Sulerzyski on February 4, 2014 and

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(19)

Includes 1,000 common shares held in investment accounts by Terry T. Sweet, as to which Mr. Sweet exercises sole voting and investment power. Also includes 300 unvested restricted common shares which were granted to Mr. Sweet on January 31, 2017 and will vest six months after the grant date, provided Mr. Sweet is still serving as a director at that time. Mr. Sweet has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid.

(20)	Includes common shares held jointly by current directors and executive officers with other persons, as well as an aggregate of 19,982 common shares allocated to the accounts of the current executive officers of Peoples in the Retirement Savings Plan. See notes (3), (5) through (10), and (12) through (19) above.

•	Richard Ferguson, a former director of Peoples, filed late one Form 4 reporting one acquisition of common shares which occurred on May 19, 2016, and was reported on June 2, 2016.

•	George W. Broughton, a director of Peoples, filed late one Form 4 reporting one disposition of common shares which occurred on November 1, 2016, and was reported on November 17, 2016.

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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, was a partner with Theisen Brock, a Legal Professional Association (“Theisen Brock”), a law firm that renders a variety of legal services to Peoples and our subsidiaries, until January 1, 2017. Beginning January 1, 2017, Mr. Huggins' status with Theisen Brock changed to “of counsel,” and he no longer owns a partnership interest in the firm. During the 2016 fiscal year, Peoples and our subsidiaries paid Theisen Brock $64,916 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 $202,478 in connection with the closing of mortgage loans made by Peoples Bank to its customers during the 2016 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 Peoples' independent registered public accounting firm the matters required to be communicated to the Audit Committee under applicable auditing standards and reviewing all relationships between Peoples' independent registered public accounting firm and Peoples and our subsidiaries;

•	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 internal 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;

•	naming, defining the role and responsibilities of and assessing the effectiveness of, an individual within management to act as a liaison between the Internal Auditors, the Board and management;

•	reviewing all transactions with related persons required to be reported to the Audit Committee under the Related Person Transaction Policy for potential conflict of interest situations, and approving or ratifying such transactions as appropriate;

•	reviewing Peoples' earnings press releases, earnings conference call scripts, and financial statements and related disclosures in Peoples' periodic reports;

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

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

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•	reviewing with the Internal Auditors and Peoples' counsel, legal and regulatory matters that may have a material impact on Peoples' consolidated financial statements, related compliance policies of Peoples and compliance with Peoples' Code of Ethics 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;

•	reviewing the structure, operations and effectiveness of Peoples Bank's compliance program at least annually;

•	preforming the duties required by applicable laws and regulations to be performed by the audit committee for Peoples Bank, in its capacity as an Ohio state-chartered bank;

•	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, considering 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;

•	evaluating and recommending to the Board determinations of Board member independence and of financial expertise and financial sophistication with respect to Audit Committee members;

•	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 the appropriateness of continued Board service by a Board member who changes his or her principal occupation, position or responsibility from that held when elected to the Board and volunteers to resign from the Board for such reason.

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

•	reviewing and overseeing the development of Peoples' risk appetite, risk tolerances and risk limits;

•	reviewing and monitoring management of credit, liquidity, market, compliance, operational, strategic, and reputation risks through the enterprise risk management framework;

•	reviewing management's analysis of potential scenarios and future emerging risks that would have a material impact on the earnings and/or capital of Peoples, and ensuring that residual risk exposures are within desired levels, and when they are not that management's responses and any plans of action are reasonable;

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•	approving limits and/or operating guidelines for Peoples' material risks, including credit, market and operational risks, on at least an annual basis, and reviewing the trend and current risk levels of Peoples and monitoring compliance with established limits;

•	assessing, at least annually, the effectiveness of the Director of Risk Management;

•	overseeing information technology operation risk;

•	performing an evaluation of the Committee's performance at least annually to determine whether it is functioning effectively;

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

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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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•	Charles W. Sulerzyski, President and CEO

•	John C. Rogers, Executive Vice President, Chief Financial Officer and Treasurer

•	Daniel K. McGill, Executive Vice President and Chief Commercial Banking Officer

•	Robyn A. Stevens, Executive Vice President and Chief Credit Officer (Ms. Stevens assumed this position effective June 17, 2016.)

•	Carol A. Schneeberger, Executive Vice President and Chief Administrative Officer

•	Total revenues grew 8% compared to 2015

•	Total operating expenses decreased 7% compared to 2015 (due in large part to one-time acquisition costs in 2015)

•	Average loan balances grew 9% compared to 2015

•	Net interest margin increased to 3.54% compared to 3.53% in 2015

•	Net charge-offs as a percent of average gross loans (annualized) were 0.09% compared to 0.78% in 2015

•	the conversion of our core banking system to improve efficiency and service for our customers;

•	the revamp of our commercial loan processes to improve controls and our ability to prevent, detect and mitigate future credit problems; and

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•	the hiring of top-performing bankers to help us expand and take advantage of opportunities within our markets.

•	Target return on average assets of 0.96% was 16% higher than the target in 2015 of 0.83% and 174% higher than the results used in determining 2015 incentive payment amounts.

•	Target efficiency ratio of 64.70% required a 520 basis point improvement over the 2015 target of 69.90% and a 1,080 basis point improvement over the results used in determining 2015 incentive payment amounts.

•	Target diluted earnings per share of $1.76 was 16% higher than the target of $1.52 in 2015 and 189% higher than the results used in determining 2015 incentive payment amounts.

•	We achieved between threshold and target levels of performance for each of the metrics applicable to our incentive awards.

•	Our return on average assets of 0.94% was well above the threshold level of 0.77% and two basis points short of the target level of 0.96%.

•	Our efficiency ratio of 65.13% was better than the threshold level of 65.83%, but not as good as the target level of 64.70%.

•	Our diluted earnings per share of $1.71 ($1.69 when adjusted for the impact of common shares repurchased by Peoples in 2016) was well above the threshold level of $1.41 and $0.05 short of the target level of $1.76.

•	Our NEOs achieved, to varying degrees, their respective individual performance objectives.

•	Cash incentive payments were awarded to the NEOs for 2016 results based on achieving between the threshold and target levels of performance for each of the cash incentive performance goals.

•	Equity-based incentive payments were awarded to the NEOs for 2016 results based on achieving between the threshold and target levels of performance for each of the equity-based incentive performance goals.

•	Modest salary increases for Mr. Sulerzyski, Mr. Rogers, Ms. Schneeberger and Ms. Stevens were approved for 2017. With the exception of Ms. Stevens, none of the NEOs had received a salary increase the previous year.

•	Ms. Stevens received a discretionary one-time payment of $13,053 in recognition of her accomplishments in 2016 with respect to operational soundness and execution of Peoples' strategy related to credit and the revamp of our commercial loan processes.

•	Ms. Schneeberger received a discretionary one-time cash payment of $22,518 in recognition of her efforts in leading the successful conversion of Peoples' core banking system in November 2016.

•	The method of calculating base annual compensation in our change in control agreements was changed for agreements entered into after March 24, 2016.

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•	We target market median pay levels, and we consider peer and market data in setting pay.

•	We link pay to performance.

•	We require a minimum level of corporate performance before any incentive compensation is paid to the NEOs.

•	We have a stock holding requirement with respect to equity-based compensation awarded to the NEOs.

•	A double trigger (i.e., both a change in control and a termination of employment) is required for payment under our change in control agreements with our NEOs.

•	We prohibit our NEOs from hedging or pledging their Peoples common shares, and we require that they obtain pre-clearance before trading in Peoples common shares.

•	We conduct an annual risk assessment of our compensation programs.

•	We hold an annual shareholder “say-on-pay” vote.

•	We annually review the independence of our compensation advisors.

•	Our Compensation Committee is comprised entirely of independent directors.

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(1)	Comparison of one-year, three-year, and five-year annualized total shareholder return of Peoples and the Peer Group. Total shareholder return includes the impact of dividends.

(1)	These amounts are based on Net Income Available to Common Shareholders.

(2)

These amounts represent non-Generally Accepted Accounting Principles (“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, 2016, under the caption “Pre-Provision Net Revenue”.

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(3)	Includes loans categorized as watch, substandard or doubtful.

(4)	Includes loans categorized as substandard or doubtful.

(1)	No cash incentive payments were earned by the NEOs for 2015 performance.

(2)

Amounts in this column reflect the percentage of 2016 base salary represented by cash incentive payments earned for 2016 performance and paid in 2017, excluding any discretionary cash bonuses. Each percentage is based upon the actual base salary earned in 2016. Base salary is reported in the “Salary” column and the cash incentive payment earned is reported in the “Non-Equity Incentive Plan Compensation” column, in each case for 2016, in the “SUMMARY COMPENSATION TABLE FOR 2016” beginning on page 45 of this Proxy Statement.

(3)	No restricted common shares or other equity-based incentives were awarded to the NEOs for 2015 performance.

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(4)

Amounts in this column reflect the percentage of 2016 base salary represented by awards of restricted common shares (valued using The NASDAQ Global Select Market® closing price of Peoples' common shares on the grant date) which were granted in 2017 for 2016 performance. Base salary is reported in the “Salary” column for 2016 in the “SUMMARY COMPENSATION TABLE FOR 2016” beginning on page 45 of this Proxy Statement. The restricted common share awards will be reported in the “stock awards” column for 2017 in the “SUMMARY COMPENSATION TABLE FOR 2017” in the Proxy Statement for the 2018 Annual Meeting of Shareholders.

(5)	Mr. Rogers' compensation package included receiving at least a target cash incentive payout of 35% for 2016 performance. Standalone 2016 performance would have resulted in a cash incentive payment totaling 32.8% of base salary.

(6)	Ms. Stevens became Executive Vice President and Chief Credit Officer of Peoples on June 17, 2016.

•

Chief Executive Officer Compensation: Based upon the Compensation Committee's review of corporate and individual performance, Mr. Sulerzyski's base salary was increased from $500,000 to $515,000 for 2017. For 2016 performance, Mr. Sulerzyski earned a cash incentive payment of $218,982 (43.8% of his 2016 base salary) and 6,107 restricted common shares under the equity-based long-term incentive plan. The restricted common shares were granted to Mr. Sulerzyski on February 13, 2017, and are subject to both time-based and performance-based vesting in that they will vest on the third anniversary of the grant date, provided that Peoples has maintained a well capitalized status and had positive net income for each of the fiscal years comprising the vesting period. In the event the performance metrics are not met in a given year, then the number of common shares as to which restrictions will lapse at the end of the cliff-vesting period will be reduced by one-third. The grant date fair value of this grant was $197,989 (39.6% of 2016 base salary), based on the 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 the performance goals set by the Compensation Committee and the full Board.

•

Other NEO Compensation: Compensation decisions for the other NEOs are summarized in the table below. Based on the Compensation Committee's review of corporate and individual performance, Mr. Rogers' salary was increased from $300,000 to $305,000, Ms. Schneeberger's salary was increased from $233,000 to $250,000, and Ms. Stevens' salary was increased from $200,000 to $215,000 for 2017. Cash incentive awards were based on achievement of corporate and individual goals at varying levels from threshold, to target, to maximum. Restricted common shares were granted to each NEO on February 13, 2017, and are subject to both time-based and performance-based vesting in that they will vest on the third anniversary of the grant date, provided that Peoples has maintained a well capitalized status and had positive net income for each of the fiscal years comprising the vesting period. In the event the performance metrics are not met in a given year, the number of common shares as to which restrictions will lapse at the end of the cliff-vesting period will be reduced by one-third.

•	Mr. Rogers was paid a cash bonus of $50,000 on January 15, 2016. The cash bonus was part of Mr. Rogers' compensation package approved by the Compensation Committee in 2015 when he joined Peoples, and was contingent on Mr. Rogers remaining employed by Peoples on January 15, 2016.

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•

In recognition of her accomplishments in 2016 with respect to operational soundness and execution of Peoples' strategy related to credit and the revamp of our commercial loan process, the Compensation Committee approved a one-time discretionary cash payment of $13,053 to Ms. Stevens. Additionally, the Compensation Committee approved a one-time discretionary cash payment of $22,518 to Ms. Schneeberger in recognition of her efforts in leading the successful conversion of Peoples' core banking system. These discretionary payments are included in the 2016 “Cash Incentive” column in the table below and are noted in the “Bonus” column of the “SUMMARY COMPENSATION TABLE FOR 2016” found on page 45.

(1)

Mr. Rogers was paid a cash bonus of $50,000 on January 15, 2016. The cash bonus was part of his compensation package approved by the Compensation Committee in 2015 when he joined Peoples, and was contingent on Mr. Rogers remaining employed by Peoples on January 15, 2016. Mr. Rogers' compensation package also included receiving at least a target cash incentive payout of $105,000 for 2016 performance.

(2)	Ms. Stevens did not become an executive officer of Peoples until June 17, 2016. Therefore, the compensation she received for 2015 is not shown in the above table.

(3)	Includes discretionary cash bonus of $13,053.

(4)	Includes discretionary cash bonus of $22,518.

•

Advisory Vote of Shareholders: The Compensation Committee reviewed and considered the non-binding advisory vote of shareholders (which approved the compensation of Peoples' NEOs for the 2015 fiscal year as disclosed in the Proxy Statement for the 2016 Annual Meeting of Shareholders) and focused on continuing to design executive compensation programs intended to meet the best interests of Peoples' shareholders. The result of the advisory vote in 2016 was 11,607,153 common shares voting in favor of the advisory resolution to approve the NEO compensation for 2015, an approval rate of 96% of the common shares voted, including abstentions.

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•	rewards them for sustained positive financial and operating performance and leadership excellence;

•	aligns their interests with those of our shareholders;

•	attracts qualified talent; and

•	encourages strong performers to remain with Peoples for long and productive careers.

•

Base Salary: Base salaries for our executive officers are benchmarked at the median of those of similarly-situated officers serving with members of Peoples' Peer Group (as defined on page 34). 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 cash incentive payout received for annual performance. The long-term objective is for total cash compensation for our executive officers 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. Likewise, the objective is for compensation for our executive officers to be at or above the 75th percentile of that received by such similarly-situated officers for achieving performance at the 75th percentile of the Peer Group.

•

Total Direct Compensation: Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. 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 a three-year vesting period, which enhances employee retention and reduces the sensitivity to short-term performance. Additionally, vesting of the restricted common shares granted under the program requires that Peoples meets performance criteria for each of the fiscal years comprising the vesting period. Beginning with equity-based awards granted in 2015 for 2014 performance, equity awards have been subject to three-year “cliff-vesting.” In the event the performance criteria are not met in a given year, the common shares as to which restrictions will lapse at the end of the cliff-vesting period are reduced by one-third. Prior to 2015, equity-based awards had been granted with a three-year pro-rata vesting schedule based upon the achievement of a performance trigger in the year immediately preceding a vesting date. The long-term goal for total direct compensation is that the total direct compensation ranking for each NEO, compared to the total direct compensation of the similarly-situated officers serving with members of Peoples' Peer Group, will reflect a percentile similar to that resulting when Peoples' performance, as measured by return on average stockholders' equity, return on average assets, and other common measures used by the financial services industry, and especially community banks, is compared to that of the members of Peoples' Peer Group. For example, if target performance is achieved at both the individual and the corporate level, it is expected that each executive officer's total direct compensation will approximate the market median of similarly-situated officers serving with members of Peoples' Peer Group and that Peoples' performance under the relevant measures will generally align with the median performance of members of the Peer Group.

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•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive compensation;

•	Retirement and other benefits; and

•	Perquisites and other personal benefits.

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(1)	Adjusted for the impact of common share repurchases by Peoples in 2016 for purposes of the performance goal. Actual Diluted Earnings Per Common Share was $1.71.

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(1)	Mr. Rogers was paid a cash incentive of $105,000 for 2016 performance pursuant to the terms of his compensation package approved by the Compensation Committee in 2015 when he joined Peoples, which provided that he would receive at least a target cash incentive payout of 35% for 2016 performance.

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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 over 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) is then 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

(b)	Seventeen percent (17%) of the excess of the NEO's average compensation over 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) is then 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.

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(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 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.

(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 in respect of potential equity-based long-term incentive compensation; and

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

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(1)	Ms. Stevens became Executive Vice President and Chief Credit Officer of Peoples on June 17, 2016.

(2)	Mr. Rogers was paid a $50,000 cash bonus on January 15, 2016, as part of his compensation package approved by the Compensation Committee in 2015. This amount is not included in 2015 since he had to be employed on January 15, 2016 to receive the payment.

(3)	On February 24, 2017, Ms. Stevens was paid a one-time bonus, authorized by the Compensation Committee on February 13, 2017, in recognition of outstanding accomplishments in 2016 with respect to operational soundness and execution of Peoples' strategy related to credit and the revamp of our commercial loan processes.

(4)	On February 24, 2017, Ms. Schneeberger was paid a one-time bonus, authorized by the Compensation Committee on February 17, 2017, in recognition of outstanding accomplishments in 2016 with respect to operational soundness and execution of Peoples' core system conversion.

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(5)	On February 25, 2015, Ms. Schneeberger was paid a one-time bonus, authorized by the Compensation Committee on January 23, 2015, in recognition for outstanding accomplishments in 2014 with respect to operational soundness and execution of Peoples' acquisition strategy.

(6)

The amounts in column (e) for 2015 reflect the grant date fair value for awards of restricted common shares pursuant to the 2014 incentive program which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. These amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 16. 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, 2015, for additional information regarding the restricted common shares granted in 2015.

(7)

The amounts in column (e) for 2014 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 common shares pursuant to the 2013 incentive program, which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common 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 16. 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, 2014, for additional information regarding the restricted common shares granted in 2014.

(8)

The amount in column (e) for Mr. Rogers reflects 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 9,500 restricted common shares awarded on December 1, 2015, with vesting of these restricted common shares to occur as follows, if he remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2017; and (ii) 3,166 of the restricted common shares will vest on December 1, 2018. 3,167 of the restricted common shares vested on December 1, 2016.

(9)

The amount in column (e) for Ms. Stevens reflects 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 1,000 restricted common shares granted on February 2, 2016, for performance in 2015 prior to her becoming Executive Vice President and Chief Credit Officer of Peoples. See “Note 16. 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, 2016, for additional information regarding the restricted common shares granted in 2016. These restricted common shares were approved by the Compensation Committee to recognize outstanding performance in 2015 for select non-executive officers.

(10)

Except as discussed in the following paragraph, the amounts in column (f) represent cash incentives earned under the annual incentive program and are reported for the fiscal year with respect to which the cash incentives were earned. The amounts shown for 2016 were paid February 24, 2017. The amount shown in column (f) for Mr. Rogers reflects a guaranteed minimum cash incentive that was negotiated as part of Mr. Rogers' recruitment package and represents $6,600 more than he would have otherwise earned for the individual and corporate results achieved in 2016. The NEOs did not earn a cash incentive under the incentive program for 2015 fiscal year performance. The amounts shown for 2014 were paid February 25, 2015.

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(11)

The amounts in column (g) include, for the participating NEOs, the increase (if any) in the actuarial present value of the NEO's accumulated benefits under the Retirement Plan determined using assumptions consistent with those used in “Note 11. 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, 2016. Mr. Sulerzyski and Mr. Rogers do not participate in the Retirement Plan. For purposes of the fiscal year ended December 31, 2016, the actuarial present value of the accumulated benefits for Mr. McGill, Ms. Stevens and Ms. Schneeberger under the Retirement Plan represented a net gain in value, resulting in the value of $49 reported in the table above for Mr. McGill, the value of $5,749 reported for Ms. Stevens, and the value of $46,891 reported for Ms. Schneeberger. The amount shown for Ms. Schneeberger in 2015 does not include the declines in the actuarial present value of the accumulated benefits under the Retirement Plan in the amounts of $34,746. The increase of $279,143 in the actuarial present value of the accumulated benefits included for 2014 in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” for Ms. Schneeberger was based upon two factors. The first factor was an update in mortality tables used to calculate actuarial present value, increasing the life expectancy assumption used in the calculation. This factor increased the present value of accumulated benefits for Ms. Schneeberger by $144,895. Second, a decrease in the discount rate used in the calculation of actuarial present value due to persistently low interest rates resulted in a substantial increase in Ms. Schneeberger's actuarial present value. This factor increased the present value of Ms. Schneeberger's accumulated benefits by $99,797. The remaining portion of the increase in 2014 was a result of the increase in the fair market value of the assets of $34,451.

(12)

All other compensation for each NEO for 2016 includes: (i) Mr. Sulerzyski - Peoples' 401(k) Plan company match in the amount of $10,600, $1,250 wellness incentive payment, and $9,507 in company matching contributions under the NQDC Plan; (ii) Mr. Rogers - Peoples' 401(k) Plan company match in the amount of $10,600, $350 wellness incentive payment, $1,400 in company matching contributions under the NQDC Plan and relocation expense of $12,240; (iii) Mr. McGill - Peoples' 401(k) Plan company match in the amount of $10,034 and $625 wellness incentive payment; (iv) Ms. Stevens - Peoples' 401(k) Plan company match in the amount of $6,977 and (v) Ms. Schneeberger - Peoples' 401(k) Plan company match in the amount of $9,354, and $1,250 wellness incentive payment. See the disclosure under the caption “NON-QUALIFIED DEFERRED COMPENSATION FOR 2016” beginning on page 51 of this Proxy Statement for more information concerning the calculation of earnings with respect to contributions made by Peoples and the NEOs, and credited to the NEOs' accounts under the NQDC Plan.

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(1)	Ms. Stevens became Executive Vice President, Chief Credit Officer of Peoples on June 17, 2016.

(2)

Except as disclosed in the following paragraph, annual cash incentive potential available for payment through the annual incentive program if the indicated levels of performance were achieved for the 2016 fiscal year. Refer to the discussion under the caption “2016 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 35 of this Proxy Statement, for additional information regarding the annual incentive program.

(3)

Fair value of equity-based grants available for award through the 2016 long-term incentive program under Peoples' 2006 Plan if the indicated level of performance were achieved for the 2016 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 fair value of the actual award earned will be translated into awards of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards are made after results in respect of the fiscal year's performance goals have been measured. Refer to the discussion under the caption “2016 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 35 of this Proxy Statement, for additional information regarding grants of equity-based awards.

(4)

Except as noted in footnote (5) below, the number of common shares shown in column (j) reflects the aggregate number of restricted common shares (if any) granted through the incentive program based upon corporate and individual performance for the 2015 fiscal year, which were granted under the 2006 Plan on February 2, 2016. The fair value of the equity-based incentive awards earned was converted into the number of restricted common shares shown, using the closing price of Peoples' common shares on the grant date. All restricted common shares will vest on February 2, 2019 if the NEO remains employed by Peoples on that date. The vesting is also subject to the requirements that Peoples have maintained a well capitalized status under applicable regulatory standards and reported net income for each of the fiscal years comprising the vesting period. The NEO has the right to vote the common shares underlying the restricted common 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, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

(5)

Fair value of equity-based grants awarded through the 2015 incentive program under Peoples' 2006 Plan for the performance achieved in the 2015 fiscal year. At the time of payout, the fair value of the actual award earned was translated into an award of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards (if any) were made after results achieved in the 2015 fiscal year were measured. With the exception of Ms. Stevens, the NEOs did not earn an equity grant under the incentive program for 2015 fiscal year performance. This grant

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(1)	Ms. Stevens became Executive Vice President and Chief Credit Officer of Peoples on June 17, 2016.

(2)

Represents unvested portion, as of December 31, 2016, of restricted common shares which had been 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. One-third of the restricted common shares vested on February 4, 2015 as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2014. One-third of the restricted common shares vested on February 4, 2016 as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2015. The remaining one-third of the restricted common shares vested on February 4, 2017 as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reports net income for the fiscal year ending December 31, 2016.

(3)

Represents unvested restricted common shares which had been approved by the Compensation Committee on January 22, 2015, and granted on January 29, 2015, with respect to individual performance for the 2014 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period, and will vest on the third anniversary of the grant date. The vesting on the third anniversary of the grant date is also subject to the requirements that the NEO remains employed by Peoples on that date, and Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period.

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(4)

Represents unvested restricted common shares which had been approved by the Compensation Committee on November 6, 2015, and granted on December 1, 2015, with vesting of these restricted common shares to occur as follows, if Mr. Rogers remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2017; and (ii) 3,166 of the restricted common shares will vest on December 1, 2018.

(5)

Represents unvested restricted common shares which had been approved by the Compensation Committee on January 28, 2016, and granted on February 2, 2016, with respect to individual performance for the 2015 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period, and will vest on the third anniversary of the grant date. The vesting on the third anniversary of the grant date is also subject to the requirements that the NEO remains employed by Peoples on that date, and Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period.

(6)

Restricted common shares were approved and granted by the Compensation Committee on February 13, 2017 with respect to individual performance for the 2016 fiscal year. They were considered “unearned” as they would not have been granted until after the end of the 2016 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period, and will vest on the third anniversary of the grant date. The vesting on the third anniversary of the grant date is also subject to the requirements that the NEO remains employed by Peoples on that date, and Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period.

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(1)	Messrs. Sulerzyski and Rogers 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.

(2)	Ms. Stevens became Executive Vice President and Chief Credit Officer of Peoples on June 17, 2016. She has been employed by Peoples since 1997 and as a result, is a participant in the Retirement Plan.

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(1)	Messrs. Sulerzyski, Rogers, McGill and Ms. Stevens do not participate in the Pre-2010 Incentive Plan.

(2)	Ms. Stevens became Executive Vice President, Chief Credit Officer of Peoples on June 17, 2016. She was eligible to but did not participate in the NQDC Plan during 2016.

(3)	The amount reported represents the aggregate amount deferred by each participant under the NQDC Plan for compensation earned during 2016 and contributed to the NQDC Plan. These amounts are included in “Salary” for 2016 in the “SUMMARY COMPENSATION TABLE FOR 2016” beginning on page 45 of this Proxy Statement.

(4)	The amount reported represents the matching contribution made by Peoples to each participant's account, pursuant to the NQDC Plan. These matching contributions were made on March 1, 2017 with respect to the participant's 2016 contributions. These amounts are included in “All Other Compensation” for 2016 in the “SUMMARY COMPENSATION TABLE FOR 2016” beginning on page 45 of this Proxy Statement.

(5)	The amounts reported represent the aggregate annual gain accrued during 2016. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2016” beginning on page 45 of this Proxy Statement, as they are not above market or preferential.

(6)

The amount reported represents the aggregate earnings on the accumulated mandatory and voluntary deferrals of cash incentives. The interest rate for 2016 was 3.60%. Because this interest rate was above-market or preferential, the amount considered to be above market is included in the amounts shown for 2016 for Ms. Schneeberger in the “SUMMARY COMPENSATION TABLE FOR 2016” on page 45 of this Proxy Statement.

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(7)	The amounts reported represent fees paid for record keeping and administration of the NQDC Plan.

(8)

The amounts reported represent the accumulated total of executive contributions, company matching contributions, and aggregate earnings (loss) under the NQDC Plan for each participant. The following amounts of earnings or losses are included in the aggregate balance as of December 31, 2016 and have not been reported as compensation to the listed officers in the Summary Compensation Tables for 2016, 2015 and 2014: (a) Mr. Sulerzyski - $8,948; (b) Mr. Rogers - $4,431; (c) Mr. McGill - $4,758; and (e) Ms. Schneeberger - $586.

(9)	This amount represents the accumulated voluntary deferrals of cash incentives and earnings thereon. All of this amount has been previously reported as compensation to Ms. Schneeberger in the Summary Compensation Tables for past fiscal years as well as 2016.

•	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 ($22,384) is included in the table in the section captioned “NON-QUALIFIED DEFERRED COMPENSATION FOR 2016” beginning on page 51 of this Proxy Statement, and shown in the “Aggregate Balance at Last Fiscal Year-End” column);

•	the balance of the NEO's account in Peoples' 401(k) Plan;

•	the balance credited to the NEO's bookkeeping account in the NQDC Plan (This amount as of December 31, 2016 is included in the table in the sectioned captioned “NON-QUALIFIED DEFERRED COMPENSATION FOR 2016” beginning on page 51 of this Proxy Statement, and shown in the “Aggregate Balance at Last Fiscal Year-End” column);

•	pay for a pro rata portion of unused paid time off, commensurate with the length of service in the current calendar year, if the NEO 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 NEO's account in the Retirement Plan. These amounts are included in the table in the section captioned “PENSION BENEFITS FOR 2016” on page 51 of this Proxy Statement, and shown in the “Present Value of Accumulated Benefit” column. Ms. Stevens and Ms. Schneeberger have 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; and

•	unvested grants made after April 25, 2013 would vest in accordance with the time-based and performance-based vesting requirements specific to the grant, and would not be accelerated based upon retirement or death.

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•

If an NEO 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 NEO's outstanding options and SARs would become immediately and fully exercisable and, in the case of restricted common shares (other than restricted performance stock), all outstanding awards would become immediately and fully vested. In the case of restricted performance stock all of the NEO's outstanding awards would be deemed to have been fully earned based on the target level of performance being attained.

•

If an NEO'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 would expire, any non-vested restricted common shares, restricted performance stock, or performance units would be forfeited, and all rights under such awards would 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

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•	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)	Under the terms of the change in control agreements, the NEOs 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 officers.

(2)	Mr. Sulerzyski would have been entitled to the payments listed under the terms of his 2006 Plan Performance Unit Award Agreement which was approved by the Compensation Committee on January 28, 2016.

(3)

In the event any payments to the NEOs would exceed the amount that could be received without the imposition of an excise tax under Section 4999 of the Internal Revenue Code, the payments would be reduced to the extent necessary to ensure that such payments would be limited to the greater of (i) the dollar amount which could be paid to the NEO without triggering an excise tax under Section 4999 of the Internal Revenue Code, or (ii) the greatest after-tax amount payable to the executive after taking into account any excise tax imposed under Section 4999 of the Internal Revenue Code on the total payments.

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•	Termination of service as a director of Peoples due to death, disability, or retirement (as that term is defined in the 2006 Plan): The restrictions on the restricted common shares would lapse, and the restricted common shares would become fully vested on the termination date.

•	Termination of service as a director of Peoples for cause or any reason other than retirement (as that term is defined in the 2006 Plan), death or disability: Any non-vested restricted common shares would be forfeited on the termination date.

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(1)

Charles W. 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 2016” beginning on page 45 of this Proxy Statement.

(2)	Mr. Ferguson retired from the Board of Directors effective May 19, 2016.

(3)

Amounts reported 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 2016 were: $30,900 for Ms. Abraham; $56,533 for Mr. Dierker; $32,400 for Dr. Jones; $53,100 for Mr. Huggins; and $10,096 for Mr. Mead. All other amounts representing the cash portion paid for quarterly fees, meeting fees, and travel fees for 2016 are included in this table. Pursuant to the 2016 compensation structure for directors, the portion of quarterly fees and meeting 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.

(4)

Amounts reported represent the equivalent fair market value of common shares at the time of payment, with the common share payments being made quarterly, 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.

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(5)	Amounts reported represent 2016 earnings on each participating director's bookkeeping account under the Directors' Deferred Compensation Plan.

(6)	Amounts reported represent the amount of Peoples' 2016 annual premium payment for group term life insurance covering each of the directors.

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

(3)	All Other Fees pertain to federal and state income tax preparation services for trust accounts with Peoples Bank. Peoples Bank offsets this expense by charging each trust account with a tax preparation fee.

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