exhibit10-2d.htm


    
       

       

      
        
          Exhibit
10.2(d)

           

        

      

    


    PEOPLES
BANCORP INC.

    138
Putnam Street, Post Office Box 738

    Marietta,
Ohio 45750-0738

    (740)
373-3155

    www.peoplesbancorp.com

    


    Carol A.
Schneeberger

    Executive
Vice President - Operations

    Peoples
Bancorp Inc.

    138
Putnam Street

    Post
Office Box 738

    Marietta,
Ohio 45750-0738

    


    Dear
Carol:

    


    Peoples
Bancorp Inc. (the “Company”) anticipates entering into a Letter Agreement and
Securities Purchase Agreement – Standard Terms incorporated into the Letter
Agreement, attached hereto as Appendix A
(collectively, the “Participation Agreement”), with the United States Department
of the Treasury (the “Treasury”) that provides for the Company’s participation
in the Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets
Relief Program.

    


    In order
for the Company to participate in the CPP, and as a condition to the closing of
the investment by the Treasury in the Company contemplated by the Participation
Agreement, the Company is required to establish specified standards for
executive compensation payable to Senior Executive Officers and to make certain
changes to its compensation arrangements as described below:

    


    
      	
              (1)

            	
              No Golden Parachute
      Payments. The Company is prohibited from making any Golden
      Parachute Payment to you during any CPP Covered
  Period.

            


    

    


    
      	
              (2)

            	
              Recovery of Bonus and
      Incentive Compensation.  Any bonus and/or incentive
      compensation paid to you during a CPP Covered Period (including any bonus
      and/or incentive compensation considered to have been paid to you during a
      CPP Covered Period pursuant to 31 C.F.R. § 30.6 (as in effect on the
      Closing Date)) is subject to recovery by the Company if the payments were
      based on materially inaccurate financial statements or any other
      materially inaccurate performance metric
  criteria.

            


    

    


    
      	
              (3)

            	
              No Unnecessary or
      Excessive Risk.  The Company is required to review its
      Benefit Plans to ensure that they do not encourage Senior Executive
      Officers to take unnecessary and excessive risks that threaten the value
      of the Company.

            


    

    


    This
letter is intended to comply with the requirements imposed by the
CPP.  In consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, by signing this letter, you
agree that each of the Company’s compensation, bonus, incentive and other
benefit plans, arrangements and agreements (including golden parachute,
severance and employment agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to give effect to
provisions (1) and (2), above. For your reference, the affected Benefit Plans
are set forth in Appendix B to this
letter.   In addition, you and the Company agree to negotiate
revisions to any Benefit Plan required to give effect to provision (3), above,
promptly and in good faith.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Provisions
(1), (2) and (3) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to the
maximum extent consistent with the foregoing, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this
letter).

    


    The
following capitalized terms shall have the meanings set forth
below:

    


    
      	
              (a)

            	
              “Company”
      includes Peoples Bancorp Inc. and any entity treated as a single employer
      with Peoples Bancorp Inc. under 31 C.F.R. § 30.1(b) (as in effect on the
      Closing Date).

            


    

    


    
      	
              (b)

            	
              “CPP
      Covered Period” is any period during which: (a) you are a Senior Executive
      Officer; and (b) the Treasury holds an equity or debt position acquired
      from the Company under the CPP.   The term “CPP Covered
      Period” shall be limited by, and interpreted in a manner consistent with,
      31 C.F.R. § 30.11 (as in effect on the Closing
  Date).

            


    

    


    
      	
              (c)

            	
              “Closing
      Date” shall have the meaning given to it in the Participation
      Agreement.

            


    

    


    
      	
              (d)

            	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Treasury and as published in the
      Federal Register on October 20,
2008.

            


    

    


    
      	
              (e)

            	
              “Golden
      Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of
      EESA as supplemented by 31 C.F.R. § 30.9 (as in effect on the Closing
      Date).

            


    

    


    
      	
              (f)

            	
              “Senior
      Executive Officer” means the Company’s “senior executive officers” as
      defined in Section 111(b)(3) of EESA as supplemented by 31 C.F.R. § 30.2
      (as in effect on the Closing Date).

            


    

    


    To the
extent not subject to federal law, this letter will be governed by and construed
in accordance with the laws of Ohio.  This letter may be executed in
two or more counterparts, each of which will be deemed to be an original. A
signature transmitted by facsimile will be deemed an original
signature.

    


    If the
Company does not participate or ceases at any time to participate in the CPP,
this letter shall be of no further force and effect.

    


    The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.

    


    [signature
page follows]


    
      
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    Yours
sincerely,

    


    PEOPLES
BANCORP INC.

    


    By:           /s/ MARK F.
BRADLEY                                                                

                          
Mark F. Bardley

    Title:              President &
CEO                                                                

    Date:             
1/23/2009                                                                

    


    *****

    


    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

     

    By:        
/s/ CAROL A.
SCHNEEBERGER                                                                           

                        
Carol A. Schneeberger

    Date:            January
23,
2009

    


    


    



    
      
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    APPENDIX
A

    


                        Letter Agreement, and
Securities

                        Purchase Agreement –
Standard Terms

                        incorporated into
Letter Agreement, with

                        United States
Department of the Treasury

    


    


    


                        [Intentionally
omitted; Included as

                         Exhibit 10.1
to the Current Report on Form 8-K

                         dated
February 2, 2009 and filed on that

                         date by Peoples
Bancorp Inc. with the 

                        Securities and
Exchange Commission]

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
B

    


    The Benefit Plans described in this
letter include, but are not limited to, the following plans, agreements,
arrangement and methods:

    


    
      	
              1.  

            	
              Peoples
      Bancorp Inc. Amended and Restated 2006 Equity Plan (effective as of
      December 11, 2008)

            


    

     

    
      	
              2.  

            	
              Peoples
      Bancorp Inc. Amended and Restated Incentive Award Plan (effective as of
      December 11, 2008)

            


    

     

    
      	
              3.  

            	
              Peoples
      Bancorp Inc. Amended and Restated Change in Control Agreement (effective
      as of December 11, 2008)