exhibit10-2.htm


    EXHIBIT
10.2

    


    PEOPLES
BANCORP INC. ANNUAL REPORT ON FORM 10-K

    FOR
FISCAL YEAR ENDED DECEMBER 31, 2008

    


    PEOPLES
BANCORP INC.

    AMENDED
AND RESTATED

    INCENTIVE
AWARD PLAN

    


    THIS PLAN
was originally adopted on September 13, 2001 (the “Effective Date”), by the
Company, by and for itself and all of its Affiliates, then or thereafter in
operation.  The Plan was first amended on January 9, 2003 to update
the Mandatory Deferral Feature in Article 4.  The Plan was next
amended on April 8, 2004 to change the definition of Normal Retirement Age and
update Article 2 and Schedule A.  The Plan was most recently amended
on April 14, 2005 to add Section 2.4.1 allowing Participants a one-time election
to cancel a Voluntary Deferral Election or terminate
participation.  This Plan is hereby amended and restated effective
December 11, 2008 for the purpose of complying with Section 409A of the
Code.

     

    INTRODUCTION

     

    To
encourage the eligible Employees to remain with the Company and its Affiliates,
the Company is willing to provide to the eligible Employees an incentive award
opportunity.  The incentive award will provide a payment based upon
attainment of specified goals and objectives.  The objective is to
align the interests of the eligible Employees with the interests of the Company
and its Affiliates in obtaining superior financial results.

     

    PLAN

     

    The
Company agrees as follows:

     

    Article
1

     

    Definitions

     

     

    1.1      Definitions.  Whenever
used in this Plan, the following words and phrases shall have the meanings
specified:

     

    1.1.1. “Affiliate” means any entity
that, along with the Company, would be considered a single employer within the
meaning of Sections 414(b) and 414(c) of the Code.

     

    1.1.2. “Award
Objectives”  the objectives established pursuant to Section 2.1
and used to determine the amount of any Incentive Award.

     

    1.1.3. “Base Salary” means the
actual base salary that an Employee is paid by the Company or an Affiliate
during any Plan Year.

     

    1.1.4. “Board of Directors” means
the Board of Directors of the Company.

     

    
      
        
        

      

      
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    1.1.5. “Change of Control” means the
acquisition of stock of the Company by any one person or group (as defined in
Treasury Regulation § 1.409A-3(i)(5)) that, together with stock held by such
person or group, constitutes more than fifty (50) percent of the total fair
market value or total voting power of the stock of the Company.

     

    1.1.6. “Code” means the Internal
Revenue Code of 1986, as amended.

     

    1.1.7. “Company” means Peoples
Bancorp Inc. and any successor.  Any reference in this Plan to Company
shall refer only to Peoples Bancorp Inc. unless the context clearly requires
otherwise.

     

    1.1.8. “Deferral Account” shall mean
the account created pursuant to Article 3 to hold deferrals of Incentive
Awards.  The term Deferral Account includes both a Mandatory Deferral
Account and any Voluntary Deferral Account.

     

    1.1.9. “Deferral Notice” shall mean
the form submitted by an Employee to the Company as described in Article
2.

     

    1.1.10. “Disability” means the
Employee is: (a) unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months; (b) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3)
months under an accident and health plan covering employees of the Employee’s
employer; or (c) determined to be totally disabled by the Social Security
Administration or the Railroad Retirement Board.

     

    1.1.11.  “Employee” means any
employee who is employed by the Company or an Affiliate from at least July 1
through December 31 of any Plan Year.  An employee hired in May and
employed through the end of the Plan Year would be eligible.  However,
an employee hired in September and employed through the end of the Plan Year
will not be eligible.  In order to receive the payment of an Incentive
Award (other than an Incentive Award that is deferred under this Plan), an
Employee must be employed by the Company or an Affiliate on the date of
payment.

     

    1.1.12. “Financial Hardship” means a
severe financial hardship to the Employee within the meaning of Treasury
Regulation §1.409A-3(i)(3) resulting from: (a) an illness or accident of the
Employee or the Employee’s spouse, beneficiary, or dependent (as defined in
Section 152 of the Code, without reference to Sections 152(b)(1), (b)(2) and
(d)(1)(B) of the Code); (b) loss of the Employee’s property due to casualty; or
(c) other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Employee.

     

    1.1.13.  “Full Vesting Period”
means the period ending on the third anniversary of a Mandatory Deferral, as
described in Section 2.3.  Each Mandatory Deferral has its own Full
Vesting Period under this Section 1.1.12.  For example, the 2007
Mandatory Deferral will be deferred on December 31, 2007 and will not become
vested until December 31, 2010.

     

    
      
        
        

      

      
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    1.1.14.  “Incentive Award” means
an award made pursuant to this Plan, as set forth in Section 2.1.

     

    1.1.15. “Incentive Tier” means the
tier in which the Compensation Committee of the Board of Directors places an
Employee for purposes of this Plan, as described in    
Schedule
A.

     

    1.1.16.  “Mandatory Deferral” means
the mandatory deferral of an Incentive Award pursuant to Section
2.3.

     

    1.1.17. “Mandatory Deferral Account”
means the account created to hold Mandatory Deferrals pursuant to Article
3.

     

    1.1.18. “Mandatory Deferral Account
Balance” means, for any Mandatory Deferral Year, the sum of an Employee’s
Mandatory Deferral plus interest, accrued as described in Article
3.

     

    1.1.19. “Mandatory Deferral Year”
means the Plan Year in which a Mandatory Deferral described in Section 2.3 is
made.  For example, the Mandatory Deferral made for the 2007 Plan Year
will be referred to as the 2007 Mandatory Deferral Year.

     

    1.1.20.  “Normal Retirement” shall
mean the Employee’s Termination of Employment following the attainment of
“Normal Retirement Age” or “Early Retirement Age” (each as defined in the
Peoples Bancorp Inc. Retirement Plan and Trust).

     

    1.1.21.  “Plan” means the Peoples
Bancorp Inc. Amended and Restated Incentive Award Plan, as it may be amended
from time to time.

     

    1.1.22. “Plan Year” means the
calendar year.

     

    1.1.23. “Termination of Employment”
means a “separation from service”, within the meaning of Section 409A of the
Code, by the Employee from the Company and its Affiliates.

     

    1.1.24. “Voluntary Deferral” means
the voluntary deferral of an Incentive Award pursuant to Section
2.4.

     

    1.1.25. “Voluntary Deferral Account”
means the account created to hold Voluntary Deferrals pursuant to Article
3.

     

    1.1.26. “Voluntary Deferral Account
Balance” means the sum of an Employee’s Voluntary Deferrals plus
interest, accrued as described in Article 3.

     

    1.1.27.  “Years of Service” means
the total number of twelve-month periods during which the Employee is employed on a full-time basis by
the Company or an Affiliate, inclusive of any approved leave of
absence.

     

    
      
        
        

      

      
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    Article
2

     

    Incentive

     

     

    2.1           Incentive
Award.  For each Incentive Tier, there will be a percentage of
Base Salary that can be earned during a particular Plan Year as an Incentive
Award, assuming the Award Objectives are accomplished.  The specific
Incentive Awards are subject to change by action of the Board of Directors, or
any appropriate management personnel.

     

     

    2.2           Award
Objectives.  The Incentive Award for each Incentive Tier is
based upon three objectives: company, departmental and
individual.   Each of the three objectives will be based upon a
number of goals, and will consist of minimum, target and maximum
levels.  The specific goals are determined annually, are separate from
this document, and are subject to change by action of the Board of Directors, or
any appropriate management personnel.

     

    2.2.1    Minimum Award
Objective.   For any level of payout of the
IncentiveAward, per Section 2.1, the Company may set a minimum level of
performance for the 

    corporate
Award Objectives that need to be achieved prior to payment of the Incentive
Award.

     

    2.2.1    Payment of Incentive
Award.   As of December 31 of each Plan Year, the Company
shall determine the Incentive Award for such Plan Year, the payment of
which
shall be made by in the following Plan Year and by no later than March 15 of
such Plan Year, except as otherwise provided in Sections 2.3 or 2.4,
below.

     

     

    2.3           Mandatory
Deferral.  As of December 31 of each Plan Year, the Company
shall determine the Incentive Award and each Employee in Incentive Tier 1,
Incentive Tier 2, or Incentive Tier 2.5 shall defer twenty-five (25) percent of
such amount into his or her Mandatory Deferral Account as of the same
date.

     

     

    2.4           Voluntary
Deferral.  As of December 31 of each Plan Year, the Company
shall determine the Incentive Award and each Employee in Incentive Tier 1,
Incentive Tier 2, or Incentive Tier 2.5 may elect to defer all or a portion of
the Incentive Award (that was not deferred as a Mandatory Deferral) as a
Voluntary Deferral to his or her Voluntary Deferral Account for such Plan Year
and select a method for payment of such Voluntary Deferral as described in
Section 5.1.  If no form for payment is selected, payment shall be
made in a lump-sum.  An Employee must elect to defer payment of an
Incentive Award for any Plan Year as a Voluntary Deferral by returning a
Deferral Notice to the Company by no later than December 31 of the preceding
Plan Year.  Notwithstanding the foregoing, at the discretion of the
Company, an Employee may elect to defer payment of an Incentive Award for such
Plan Year as a Voluntary Deferral by returning a Deferral Notice to the Company
no later than thirty (30) days after the date he or she first becomes eligible
to participate in this Plan.  For this purpose, an Employee first
eligible to participate in this Plan if he or she is not eligible to participate
in any other nonqualified deferred compensation plan that, along with this Plan,
would be treated as a single plan under Section 409A of the Code.

     

    
      
        
        

      

      
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    Article
3

     

    Deferral
Account

     

     

    3.1           Establishing and
Crediting.  The Company shall establish a Mandatory Deferral
Account and Voluntary Deferral Account for each Employee in Incentive Tier 1,
Incentive Tier 2, and Incentive Tier 2.5 and shall credit to such Deferral
Account the following amounts:

     

    3.1.1. Deferrals.  The
Mandatory and Voluntary Deferrals as determined under Article 2.

     

    3.1.2. Pre-Retirement
Interest.  As of December 31 of each Plan Year and until a
payment of benefits is made pursuant to Article 4, interest shall accrue on the
balance of each Employee’s Deferral Account from the end of the prior Plan Year,
if any, at an annual rate equal to 50% of the Company’s return on equity (“ROE”)
for such Plan Year, with a minimum of 0% and a maximum of 15%.

     

    3.1.3. Retirement
Interest.  Notwithstanding Section 3.1.2, Voluntary Deferrals
that an Employee has elected to be distributed in installments shall continue to
accrue interest at an annual fixed rate of 5% until all installments have been
paid in accordance with this Plan.

     

     

    3.2           Statement of
Accounts.  The Company shall provide each Employee, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting
forth the balance of his or her Deferral Account.

     

     

    3.3           Accounting Device
Only.  The Deferral Account is solely a device for measuring
amounts to be paid under this Plan.  The Deferral Account is not a
trust fund of any kind.  The Employees are general unsecured creditors
of the Company and its Affiliates for the payment of benefits.  The
benefits represent the mere Company promise to pay such benefits.  An
Employee’s rights are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
the Employee’s creditors.

     

    Article
4

     

    Mandatory
Deferral Benefits

     

     

    4.1           Normal
Benefit.  Within sixty (60) days following the end of the Full
Vesting Period of each Mandatory Deferral Year, the Company shall distribute the
Mandatory Deferral Account Balance for such Mandatory Deferral Year to the
Employee in a lump sum, unless the Employee has elected to defer payment of his
or her Mandatory Deferral Account Balance in accordance with the requirements of
Section 2.4.  Any Mandatory Deferral that is deferred pursuant to this
Section 4.1.1 shall be treated as a Voluntary Deferral and shall be payable as
described in Article 5.

     

     

    4.2           Early Termination
Benefit.   Within sixty (60) days following an Employee’s
Termination of Employment prior to the Full Vesting Period (other than for
Normal Retirement, Death, Disability or Change of Control), in lieu of any other
benefit under this Plan, the Company shall distribute the Mandatory Deferral
Account Balance for each Mandatory Deferral Year at the Employee’s Termination
of Employment multiplied by the applicable percentage from the following table
based on the Employee’s Years of Service since each Mandatory Deferral in a lump
sum:

     

    
      
        
        

      

      
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    Years Since
Deferral                                                                Applicable
Percentage

     

    Less than
3                                                                0%

     

    3 or
more                                                     
          100%

     

     

    4.3           Death/Disability
Benefit.   Within sixty (60) days following an Employee’s
death or Disability, the Company shall distribute the Mandatory Deferral Account
Balance for each Mandatory Deferral Year at the Employee’s Termination of
Employment in a lump-sum as though the Full Vesting Period for each Mandatory
Deferral Year had been satisfied, in lieu of any other benefit under this
Plan.

     

     

    4.4           Change of Control
Benefit.   Within sixty (60) days following an Employee’s
Termination following a Change of Control, the Company shall distribute the
Mandatory Deferral Account Balance for each Mandatory Deferral Year at the
Employee’s Termination of Employment in a lump-sum as though the Full Vesting
Period for each Mandatory Deferral Year had been satisfied, in lieu of any other
benefit under this Plan.

     

     

    4.5           Normal
Retirement.  Within sixty (60) days following an Employee’s
Normal Retirement, the Company shall distribute the Mandatory Deferral Account
Balance for each Mandatory Deferral Year at the Employee’s Normal Retirement in
a lump-sum as though the Full Vesting Period for each Mandatory Deferral Year
had been satisfied, in lieu of any other  benefit under this
Plan.

     

    4.6           Financial
Hardship.  An Employee may request a distribution from all or
part of his or her Mandatory Deferral Account upon the occurrence of a Financial
Hardship.  The amount of this distribution, however, may not be
greater than the amount reasonably necessary to satisfy the Financial Hardship
or, if less, the value of the Employee’s Mandatory Deferral Account as of the
distribution date.  As a condition of receiving a distribution under
this Section 4.3, the Employee must file a written application with the Company
specifying the nature of the Financial Hardship and the amount needed to address
that circumstance and supplying any other information the Company, in its
discretion, may need to ensure that the conditions specified in this Section 4.3
are satisfied.  Notwithstanding the foregoing, a distribution on
account of a Financial Hardship may not be made to the extent that such
emergency is or may be relieved through reimbursement or compensation from
insurance or otherwise, by liquidation of the Employee’s assets, to the extent
the liquidation of such assets would not cause a severe financial hardship, or
by cessation of deferrals under the Plan.

    


    Article
5

    Voluntary
Deferral Benefits

     

    5.1           Normal
Benefit.  Within sixty (60) days after an Employee attains
Normal Retirement, the Company shall pay the Employee’s Voluntary Deferral
Account Balance to the Employee in the form selected by the Employee pursuant to
Section 2.4, in lieu of any other benefit under this Plan.

     

    
      
        
        

      

      
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    5.2           Early Termination
Benefit.   Within sixty (60) days following an Employee’s
Termination of Employment prior to Normal Retirement for reasons other than
Death, Disability or Change of Control, the Company shall pay the Employee’s
Voluntary Deferral Account Balance to the Employee in the form selected by the
Employee pursuant to Section 2.4,  in lieu of any other benefit under
this Plan.  Notwithstanding the foregoing, if, on the date of the
Employee’s Termination of Employment the Employee had no attained at least age
fifty-five (55) with at least ten (10) years of service with the Company and its
Affiliates, and has a Voluntary Deferral Account Balance of less than $25,000,
such Employee’s Voluntary Deferral Account Balance shall be distributed in a
single lump sum.

     

    5.3           Death/Disability
Benefit.  Within sixty (60) days following an Employee’s death
or Disability, the Company shall pay the Employee’s Voluntary Deferral Account
Balance to the Employee or his or her beneficiary in a lump sum, in lieu of any
other benefit under this Plan.

     

    5.4           Change of Control
Benefit.  Within sixty (60) days following an Employee’s
Termination of Employment within twenty-four (24) months following the
occurrence of a Change of Control, the Company shall pay the Employee’s
Voluntary Deferral Account Balance to the Employee in a lump sum, in lieu of any
other benefit under this Plan.

     

    5.5           Hardship
Benefit.  An Employee may request a distribution from all or
part of his or her Voluntary Deferral Account Balance upon the occurrence of a
Financial Hardship.  The amount of this distribution, however, may not
be greater than the amount reasonably necessary to satisfy the emergency need
or, if less, the value of the Employee’s Voluntary Deferral Account Balance as
of the distribution date.  As a condition of receiving a distribution
under this Section 5.3.2, the Employee must file a written application with the
Company specifying the nature of the Financial Hardship and the amount needed to
address that circumstance and supplying any other information the Company, in
its discretion, may need to ensure that the conditions specified in this Section
5.3.2 are satisfied.  Notwithstanding the foregoing, a distribution on
account of a Financial Hardship may not be made to the extent that such
Financial Hardship is or may be relieved through reimbursement or compensation
from insurance or otherwise, by liquidation of the Employee’s assets, to the
extent the liquidation of such assets would not cause severe financial hardship,
or by cessation of deferrals under the Plan.

     

    5.6           Delay in Payment for Specified
Employees.

     

    If on the
date of his or her Termination of Employment, an Employee is a “specified
employee” within the meaning of Section 409A of the Code and as determined under
the Company’s policy for determining specified employees, any payment of an
Employee’s Deferral Account that is required to be delayed pursuant to Section
409A(a)(2)(B) shall not be made until the first day of the seventh month
following the date of the Employee’s Termination of Employment (or, if earlier,
date of death).   The first payment made after such delay shall
include the cumulative amount of any amounts that could not be paid during such
period.

    


    
      
        
        

      

      
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    Article
6

     

    Beneficiaries

     

     

    6.1           Beneficiary
Designations.  The Employee shall designate a beneficiary by
filing a written designation with the Company.  The Employee may
revoke or modify the designation at any time by filing a new
designation.  However, designations will only be effective if signed
by the Employee and accepted by the Company during the Employee’s
lifetime.  The Employee’s beneficiary designation shall be deemed
automatically revoked if the beneficiary predeceases the Employee, or if the
Employee names a spouse as beneficiary and the marriage is subsequently
dissolved.  If the Employee dies without a valid beneficiary
designation, all payments shall be made to the Employee’s estate.

     

     

    6.2           Facility of
Payment.  If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person.  The Company may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit.   Such distribution shall completely
discharge the Company from all liability with respect to such
benefit.

     

    Article
7

     

    General
Limitations

     

     

    7.1           Excess Parachute
Payment.  Notwithstanding any provision of this Plan to the
contrary, the Company shall not pay any benefit under this Plan to the extent
the benefit would create an excise tax under the excess parachute rules of
Sections 280G and 4999 of the Code.  This provision shall not apply to
the extent that the Participant has another agreement with the Company that
provides for different treatment of payments under this Plan (or any other plan
or arrangement) that are subject to the rules of Sections 280G and 4999 of the
Code.

     

    7.2           Termination for
Cause.

     

    7.2.1  “Cause” means:

     

    (a) Gross
negligence or gross neglect of duties;

     

    (b) Commission
of a felony or of a gross misdemeanor involving moral turpitude in connection
with the Employee’s employment with the Company or its Affiliates;
or

     

    (c) Fraud,
disloyalty, dishonesty or willful violation of any law or significant Company
policy committed in connection with the Employee’s employment.

     

    7.2.2     Mandatory Deferral
Benefit.  Notwithstanding any provision of this Plan to the
contrary, the Company shall not pay any Mandatory Deferral benefit under this
Plan if the Company terminates the Employee’s employment for Cause.

     

    
      
        
        

      

      
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    7.2.3      Voluntary Deferral
Benefit.  Notwithstanding any provision of this Plan to the
contrary, the Company shall pay the value of the Voluntary Deferral Account for
all Voluntary Deferral amounts credited with interest through the most recent
Plan Year if the Company terminates the Employee’s employment for
Cause.

     

    Article
8

     

    Claims
Procedures

     

    8.1           Claims Procedure

    


    8.1.1. Filing
Claims.  Any Employee or beneficiary (a “claimant”) who
believes that he or she is entitled to an unpaid Plan benefit may file a claim
with the Company.

     

    8.1.2. Notification to
Claimant.  If the claim is wholly or partially denied, the
Company will, within a reasonable period of time, and within ninety (90) days of
the receipt of such claim, or if the claim is a claim on account of Disability,
within forty-five (45) days of the receipt of such claim, provide the claimant
with written notice of the denial setting forth in a manner calculated to be
understood by the claimant:

     

    (a) The
specific reason or reasons for which the claim was denied;

     

    (b) Specific
reference to pertinent Plan provisions, rules, procedures or protocols upon
which the Company relied to deny the claim;

     

    (c) A
description of any additional material or information that the claimant may file
to perfect the claim and an explanation of why this material or information is
necessary;

     

    (d) An
explanation of the Plan’s claims review procedure and the time limits applicable
to such procedure  and a statement of the claimant’s right to bring a
civil action under the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) §502(a) following an adverse determination upon review;
and

     

    (e) In the
case of an adverse determination of a claim on account of Disability, the
information to the claimant shall include, to the extent necessary, the
information set forth in Department of Labor Regulation
§2560.503-1(g)(1)(v).

     

    If special circumstances require the
extension of the forty-five (45) day or ninety (90) day period described above,
the claimant will be notified before the end of the initial period of the
circumstances requiring the extension and the date by which the Company expects
to reach a decision.  Any extension for deciding a claim will not be
for more than one additional ninety (90) day period, or if the claim is on
account of Disability, for not more than two additional thirty (30) day
periods.  

     

    8.1.3. Review
Procedure.  If a claim has been wholly or partially denied, the
affected claimant, or his or her authorized representative may:

     

    
      
        
        

      

      
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    (a) Request
that the Company reconsider its initial denial by filing a written appeal within
sixty (60) days after receiving written notice that all or part of the initial
claim was denied (one-hundred and eighty (180) days in the case of a denial of a
claim on account of Disability);

     

    (b) Review
pertinent documents and other material upon which the Company relied when
denying the initial claim; and

     

    (c) Submit a
written description of the reasons for which the claimant disagrees with the
Company’s initial adverse decision.

     

    An appeal of an initial denial of
benefits and all supporting material must be made in writing within the time
periods described above and directed to the Company.  The Company is
solely responsible for reviewing all benefit claims and appeals and taking all
appropriate steps to implement its decision.

    


    The Company’s decision on review will
be sent to the claimant in writing and will include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, as
well as specific references to the pertinent Plan provisions, rules, procedures
or protocols upon which the Company relied to deny the appeal.  The
Company will consider all information submitted by the claimant, regardless of
whether the information was part of the original claim.  The decision
will also include a statement of the claimant’s right to bring an action under
ERISA §502(a).

    


    The Company’s decision on review will
be made not later than sixty (60) days (forty-five (45) days in the case of a
claim on account of Disability) after the Company’s receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision will be rendered as soon as possible, but
not later than one-hundred and twenty (120) days (ninety (90) days in the case
of a claim on account of Disability) after receipt of the request for
review.  This notice to the claimant will indicate the special
circumstances requiring the extension and the date by which the review official
expects to render a decision and will be provided to the claimant prior to the
expiration of the initial forty-five (45) day or sixty (60) day
period.

     

    In the case of a claim on account of
Disability: (A) the review of the denied claim shall be conducted by a named
fiduciary who is neither the individual who made the benefit determination nor a
subordinate of such person; and (B) no deference shall be given to the initial
benefit determination.  For issues involving medical judgment, the
named fiduciary must consult with an independent health care professional who
may not be the health care professional who decided the initial
claim.

     

    To the extent permitted by law, the
decision of the claims official (if no review is properly requested) or the
decision of the review official on review, as the case may be, will be final and
binding on all parties.  No legal action for benefits under the Plan
will be brought unless and until the claimant has exhausted his or her remedies
under this section.

    


    
      
        
        

      

      
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    Article
9

     

    Amendments
and Termination

     

    The
Company may amend or terminate this Plan at any time if, pursuant to
legislative, judicial or regulatory action, continuation of the Plan would (i)
cause benefits to be taxable to the Employee prior to actual receipt, or (ii)
result in significant financial penalties or other significantly detrimental
ramifications to the Company (other than the financial impact of paying the
benefits).  In no event shall this Plan be terminated under this
section without payment to the Employees of the Deferral Account balance
attributable to the Employees’ Mandatory Deferrals and Voluntary Deferrals and
interest credited on such amounts in accordance with Article 3; provided,
however, that a liquidation of Employees’ Deferral Account in connection with
such termination shall be made only under the circumstances, and in accordance
with the requirements, described in Section 409A of the Code.

     

    


    Article
10

    Miscellaneous

     

    10.1 Binding
Effect.  This Plan shall bind each Employee, the Company and
its Affiliates, and their beneficiaries, survivors, executors, successors,
administrators and transferees, as applicable.

     

    10.2 No Guarantee of
Employment.  This Plan is not an employment policy or
contract.  It does not give an Employee the right to remain an
employee of the Company or any Affiliate, nor does it interfere with the
Company’s or an Affiliate’s right to discharge any Employee.  It also
does not require any Employee to remain an employee nor interfere with any
Employee’s right to terminate employment at any time.

     

    10.3 Non-Transferability.  Benefits
under this Plan cannot be sold, transferred, assigned, pledged, attached or
encumbered in any manner, except as provided in Article 6.

     

    10.4 Reorganization.  The
Company shall not merge or consolidate into or with another company, or
reorganize, or sell substantially all of its assets to another company, firm, or
person unless such succeeding or continuing company, firm, or person agrees to
assume and discharge the obligations of the Company under this
Plan.  Upon the occurrence of such event, the term “Company” as used
in this Plan shall be deemed to refer to the successor or survivor
company.

     

    10.5 Tax
Withholding.  The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Plan.

     

    10.6 Applicable
Law.  The Plan and all rights hereunder shall be governed by
the laws of the State of Ohio, except to the extent preempted by the laws of the
United States of America.

     

    10.7 Unfunded
Arrangement.  Each Employee and beneficiary is a general
unsecured creditor of the Company for the payment of benefits under this
Plan.  The benefits represent the mere promise by the Company to pay
such benefits.  The rights to benefits are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors.  Any insurance on any
Employee’s life is a general asset of the Company to which such Employee and
beneficiary have no preferred or secured claim.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    10.8 Entire Plan.  This
Plan constitutes the entire agreement between the Company and each Employee as
to the subject matter hereof.  No rights are granted to any Employee
by virtue of this Plan other than those specifically set forth
herein.

     

    10.9 Administration.  This
Plan shall be administered by the Compensation Committee of the Board or its
delegatee (the “Administrator”), which shall act on behalf of the Company to
administer this Plan.  The Administrator shall have powers which are
necessary to administer this Plan, including but not limited to:

     

    (a) Interpreting
the provisions of the Plan;

     

    (b) Establishing
and revising the method of accounting for the Plan;

     

    (c) Maintaining
a record of benefit payments; and

     

    (d) Establishing
rules and prescribing any forms necessary or desirable to administer the
Plan.

     

    10.11 Section
409A.   This Plan is intended to comply with the
requirements imposed by Section 409A of the Code and the regulations promulgated
thereunder, and, to the maximum extent permitted by law, this Plan shall be
administered, operated and interpreted consistent with this
intent.  Nothing herein shall be construed as an entitlement to or
guarantee of any particular tax treatment to an Employee.  None of the
Company, any Affiliate, the Board of Directors, the Administrator or any other
person shall have any liability if the Plan fails to comply with the
requirements of Section 409A at any time.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    BENEFICIARY
DESIGNATION

    


    PEOPLES
BANCORP INC.

    AMENDED
AND RESTATED

    INCENTIVE
AWARD PLAN

    


    [NAME
OF EMPLOYEE]

     

    I
designate the following as beneficiary of any death benefits under this Amended
and Restated Incentive Award Plan:

     

    Primary:                                                                                                                                          

     

    


     

    Contingent:                                                                                                                                          

     

    


     

    
      	
              Note:

            	
              To
      name a trust as beneficiary, please provide the name of the trustee(s) and
      the exact name and date of the trust
agreement.

            


    

     

    I
understand that I may change these beneficiary designations by filing a new
written designation with the Company.  I further understand that the
designations will be automatically revoked if the beneficiary predeceases me, or
if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.

     

    


     

    Signature                                                                           

     

    Date                                                                           

     

    


     

    Accepted
by the Company this            
day of                          ,
200  .

     

    


     

    By                                                                           

     

    Title                                                                           

     

    


     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    VOLUNTARY
DEFERRAL ELECTION – AMOUNT

    


    PEOPLES
BANCORP INC.

    AMENDED
AND RESTATED

    INCENTIVE
AWARD PLAN

    


    [NAME
OF EMPLOYEE]

     

    I
designate that the following percentage of my Incentive Award (as hereinafter
defined) be voluntarily deferred under the Peoples Bancorp Inc. Amended and
Restated Incentive Award Plan (“Plan”):

     

    Please
fill in a percentage amount (no more than
75%):                                                                                                                     

     

    I
understand that I may change this election by filing a new written Voluntary
Deferral election with the Company by December 31 of each year.  I
understand that my election will apply to the Incentive Award earned in the
following year.  I further understand that if I choose to stop
deferring, all previous monies will remain deferred into the Plan until paid out
as described in the Plan.

     

    


     

    Signature                                                                           

     

    Date                                                                           

     

    


     

    Accepted
by the Company this            
day of                          ,
200  .

     

    


     

    By                                                                           

     

    Title                                                                           

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    VOLUNTARY
DEFERRAL ELECTION – PAYMENT OPTION

    


    PEOPLES
BANCORP INC.

    AMENDED
AND RESTATED

    INCENTIVE
AWARD PLAN

    


    [NAME
OF EMPLOYEE]

     

    I elect
to have the Voluntary Deferral Account Balance paid out in the following
form:

     

    Please
circle one:

     

    Lump sum
within 60 days following Normal Retirement

     

    OR

     

    Equal
monthly installments for [circle
one:  60
months, 120 months or 180 months] beginning within 60 days following
Normal Retirement Age

     

    I
understand that this election is irrevocable.

     

    


     

    Signature                                                                           

     

    Date                                                                           

     

    


     

    Accepted
by the Company this            
day of                          ,
200  .

     

    


     

    By                                                                           

     

    Title                                                                           

     


    
      
         


      

      
        1