exhibit10-22.htm


    Exhibit
10.22

    PEOPLES
BANCORP INC. ANNUAL REPORT ON FORM 10-K

    FOR
FISCAL YEAR ENDED DECEMBER 31, 2009

    


    Summary
of Cash Compensation for

    Directors
of Peoples Bancorp Inc.

                      

    Members
of the Board of Directors (the “Board”) of Peoples Bancorp Inc. (“Peoples”),
other than Mark F. Bradley, receive a quarterly cash fee of $1,500 for their
services.  In addition, directors, other than Mark F. Bradley, receive
compensation of $1,250 for each meeting of the Board of Directors
attended.

     

    Directors
are also compensated for each committee meeting they attend.  Upon
review of Peer Group data for “per meeting fees” and compensation per director,
on July 21, 2009, the Committee recommended the committee fees remain unchanged,
which were approved by the Board:  (i) fees paid to members of the
Executive Committee and the Governance and Nominating Committee are $300 for
each committee meeting attended; and (ii) the fees paid to members of the
Compensation Committee, the Audit Committee, and the Risk Committee are $600 for
each committee meeting attended.

     

    On April
23, 2009, the Board reviewed the fees paid to the Chairman of the Board as well
as Chairman of the respective committees.  The Board approved a $2,500
quarterly fee to be paid to Peoples’ Chairman of the
Board.  Additionally, the Board increased the quarterly fee paid to
the Chairman of the Compensation Committee from $750 to $1,250.  Other
quarterly fees paid to committee chairmen remain unchanged.  In
addition to per meeting fees, the Chairman of the Audit Committee and the
Chairman of the Risk Committee receive an additional cash fee of $1,250
quarterly.

     

    Effective
August 1, 2009, all directors of Peoples are also directors of Peoples
Bank.  Directors receive compensation for their service as Peoples
Bank directors in addition to compensation received for their service as
directors of Peoples.  On July 21, 2009, the Committee recommended the
following changes to the compensation received by each director of Peoples for
their service as a director of Peoples Bank, effective August 1, 2009: (i)
eliminating the $600 per quarter retainer fee; (ii) $500 fee paid for each
regular meeting attended; (iii) eliminating the $300 fee for each Audit
Committee meeting attended; (iv) $300 fee paid for each meeting attended by
members of the Information Technology Committee and the Investment Committee;
(v) the fees paid to members of the Loan Committee are $600 for each meeting
attended; and  (vi) the members of the Trust Investment Committee are
paid a retainer of $300 per quarter.

     

    Mark F.
Bradley received no compensation as a director of Peoples or Peoples Bank during
2009 and continues to receive none in either capacity.

     

    Thomas J.
Wolf also received $150 for each meeting of the Peoples Bank Kentucky/Huntington
Leadership Advisory Board he attended, in addition to the previously-mentioned
fees for his service as a director of Peoples.

     

    Directors
who travel a distance of 50 miles or more to attend a Board or committee meeting
of Peoples or Peoples Bank receive a $150 travel fee, which remained unchanged
following the July 21, 2009 review.  A single travel fee of $150 is
paid for multiple meetings occurring on the same day.  Directors who
stay overnight to attend a meeting are reimbursed for the actual cost of their
overnight accommodations.  Peoples believes these fees are reasonable
and partially offset travel expenses incurred by some of the directors living
outside the Marietta, Ohio area, where Board of Directors and committee meetings
are typically held.