UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC   20549





FORM
10-Q





x           Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934





For the quarterly period
ended  June
30, 2010





 ̈           
Transition report under Section 13 or 15(d) of the Exchange Act





For the transition period from
_______________ to ________________





Commission
File Number:  0-24169





PEOPLES BANCORP,
INC.


(Exact
name of registrant as specified in its charter)





Maryland
                  
                  52-2027776(State
      or Other Jurisdiction of
                  
                  (I.R.S.
      EmployerIncorporation
      or Organization)
                  
                  Identification
      No.)P.O. Box 210, 100 Spring Avenue, Chestertown,
      Maryland
                  
                  21620(Address
      of Principal Executive Offices)
                  
                  (Zip
      Code)





(410)
778-3500


Registrant’s
Telephone Number, Including Area Code





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. 
Yes þ No  ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  Yes   ̈ No  ̈ (Not
Applicable)





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer or a smaller reporting company.  See definition
of  “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):





Large
      accelerated filer  ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              
              Smaller
      reporting company þ(Do
      not check if a smaller reporting company)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No þ





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date:779,512 shares
of common stock issued and outstanding as of August 1,
2010





PEOPLES
BANCORP, INC.





FORM
10-Q


INDEX





PagePart
      I – Financial InformationItem
      1.
                            Financial
      Statements
                            
                            3Consolidated
      Balance Sheets at June 30, 2010 (unaudited)and
      December 31, 2009
                            
                            3Consolidated
      Statements of Income (unaudited) for three and six monthsended
      June 30, 2010 and 2009
                            
                            4Consolidated
      Statements of Changes in Stockholders’ Equity (unaudited)for
      the six months ended June 30, 2010 and 2009
                            
                            5Consolidated
      Statements of Cash Flows (unaudited) for six monthsended
      June 30, 2010 and 2009
                            
                            6Notes
      to Financial Statements (unaudited)
                            
                            8Item
      2.
                            Management’s
      Discussion and Analysis of Financial ConditionAnd
      Results of Operations
                            
                            15Item
      3.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            
                            24Item
      4.
                            Controls
      and Procedures
                            
                            24Part
      II – Other InformationItem
      1.
                            Legal
      Proceedings
                            
                            24Item
      1A.
                            Risk
      Factors
                            
                            25Item
      2.
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            
                            26Item
      3.
                            Defaults
      Upon Senior Securities
                            
                            26Item
      4.
                            (Removed
      and Reserved)
                            
                            26Item
      5.
                            Other
      Information
                            
                            26Item
      6.
                            Exhibits
                            
                            26Signatures
                            
                            26Exhibit
      Index
                            
                            27


2


PART
I - FINANCIAL INFORMATION


Item
1. 
           Financial
Statements.





PEOPLES
BANCORP, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS





June
      30,
                              
                              
                              December,
      312010
                              
                              
                              2009(unaudited)ASSETSCash
      and due from banks
                              
                              $
                              10,935,892
                              
                              
                              $
                              15,988,739Federal
      funds sold
                              
                              
                              1,015,000
                              
                              
                              
                              7,015,811Cash
      and cash equivalents
                              
                              
                              11,950,892
                              
                              
                              
                              23,004,550Securities
      available for sale
                              
                              
                              6,025,280
                              
                              
                              
                              3,027,700Securities
      held to maturity (approximate fairvalue
      of $5,621,167 and $10,312,156)
                              
                              
                              5,515,050
                              
                              
                              
                              10,063,376Federal
      Home Loan Bank & Community Bankers Bank stock, at cost
                              
                              
                              2,401,200
                              
                              
                              
                              2,401,200Loans,
      less allowance for loan lossesof
      $3,550,950 and $2,845,364
                              
                              
                              208,624,876
                              
                              
                              
                              203,899,678Premises
      and equipment
                              
                              
                              6,473,627
                              
                              
                              
                              6,521,504Goodwill
      and intangible assets
                              
                              
                              637,824
                              
                              
                              
                              671,660Accrued
      interest receivable
                              
                              
                              1,308,670
                              
                              
                              
                              1,450,155Deferred
      income taxes
                              
                              
                              1,272,487
                              
                              
                              
                              1,277,611Foreclosed
      real estate
                              
                              
                              1,030,000
                              
                              
                              
                              1,335,000Other
      assets
                              
                              
                              2,064,962
                              
                              
                              
                              1,814,991Total
      Assets
                              
                              $
                              247,304,868
                              
                              
                              $
                              255,467,425LIABILITIES
      AND STOCKHOLDERS' EQUITYDepositsNon-interest
      bearing
                              
                              $
                              35,468,685
                              
                              
                              $
                              36,951,197Interest-bearing
                              
                              
                              152,240,171
                              
                              
                              
                              156,299,711187,708,856
                              
                              
                              
                              193,250,908Securities
      sold under repurchase agreements
                              
                              
                              2,744,268
                              
                              
                              
                              2,917,339Federal
      Home Loan Bank advances
                              
                              
                              26,000,000
                              
                              
                              
                              28,000,000Accrued
      interest payable
                              
                              
                              415,548
                              
                              
                              
                              439,410Other
      liabilities
                              
                              
                              1,907,308
                              
                              
                              
                              1,970,020218,775,980
                              
                              
                              
                              226,577,677Stockholders'
      equityCommon
      stock, par value $10 per share; 1,000,000 sharesauthorizes;
      issued and outstanding 779,512 shares atJune
      30, 2010 and at December 31, 2009
                              
                              
                              7,795,120
                              
                              
                              
                              7,795,120Additional
      paid-in capital
                              
                              
                              2,920,866
                              
                              
                              
                              2,920,866Retained
      earnings
                              
                              
                              18,497,028
                              
                              
                              
                              18,865,39929,213,014
                              
                              
                              
                              29,581,385Accumulated
      other comprehensive income (loss)Unrealized
      gain on available for sale securities
                              
                              
                              11,098
                              
                              
                              
                              3,587Unfunded
      liability of defined benefit plan
                              
                              
                              (695,224
                              )
                              
                              
                              (695,224
                              )28,528,888
                              
                              
                              
                              28,889,748Total
      Liabilities and Stockholders' Equity
                              
                              $
                              247,304,868
                              
                              
                              $
                              255,467,425





The
accompanying notes are an integral part of these consolidated financial
statements.


3


PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated Statements of
Income (unaudited)




For
      the three months ended
            
            
            For
      the six months endedJune 30
            
            
            June 302010
            
            
            2009
            
            
            2010
            
            
            2009Interest
      and dividend revenueLoans,
      including fees
            
            $
            3,068,089
            
            
            $
            3,389,288
            
            
            $
            6,287,440
            
            
            $
            6,832,179U.
      S. government agency securities
            
            
            86,796
            
            
            
            134,358
            
            
            
            195,266
            
            
            
            286,551Deposits
      in other banks
            
            
            13
            
            
            
            13
            
            
            
            18
            
            
            
            36Federal
      funds sold
            
            
            579
            
            
            
            3,350
            
            
            
            1,275
            
            
            
            5,371Equity
      securities
            
            
            1,501
            
            
            
            0
            
            
            
            3,094
            
            
            
            0Total
      interest and dividend revenue
            
            
            3,156,978
            
            
            
            3,527,009
            
            
            
            6,487,093
            
            
            
            7,124,137Interest
      expenseDeposits
            
            
            732,967
            
            
            
            777,579
            
            
            
            1,472,780
            
            
            
            1,526,109Borrowed
      funds
            
            
            211,463
            
            
            
            399,718
            
            
            
            456,612
            
            
            
            843,841Total
      interest expense
            
            
            944,430
            
            
            
            1,177,297
            
            
            
            1,929,392
            
            
            
            2,369,950Net
      interest income
            
            
            2,212,548
            
            
            
            2,349,712
            
            
            
            4,557,701
            
            
            
            4,754,187Provision
      for loan losses
            
            
            1,025,000
            
            
            
            425,000
            
            
            
            1,500,000
            
            
            
            855,000Net
      interest income afterprovision
      for loan losses
            
            
            1,187,548
            
            
            
            1,924,712
            
            
            
            3,057,701
            
            
            
            3,899,187Noninterest
      revenueService
      charges on deposit accounts
            
            
            226,369
            
            
            
            238,166
            
            
            
            441,171
            
            
            
            464,305Insurance
      commissions
            
            
            289,787
            
            
            
            278,199
            
            
            
            623,395
            
            
            
            754,874Other
      noninterest revenue
            
            
            114,941
            
            
            
            77,893
            
            
            
            179,131
            
            
            
            197,884Total
      noninterest revenue
            
            
            631,097
            
            
            
            594,258
            
            
            
            1,243,697
            
            
            
            1,417,063Noninterest
      expensesSalaries
      and employee benefits
            
            
            1,042,848
            
            
            
            1,177,514
            
            
            
            2,107,857
            
            
            
            2,278,670Occupancy
            
            
            113,854
            
            
            
            109,434
            
            
            
            241,569
            
            
            
            226,949Furniture
      and equipment
            
            
            82,324
            
            
            
            82,607
            
            
            
            171,479
            
            
            
            160,299Other
      operating
            
            
            724,793
            
            
            
            553,389
            
            
            
            1,297,466
            
            
            
            1,019,881Total
      noninterest expenses
            
            
            1,963,819
            
            
            
            1,922,944
            
            
            
            3,818,371
            
            
            
            3,685,799Income
      before income taxes
            
            
            (145,174
            )
            
            
            596,026
            
            
            
            483,027
            
            
            
            1,630,451Income
      taxes (benefit)
            
            
            (77,108
            )
            
            
            214,098
            
            
            
            149,837
            
            
            
            605,201Net
      income (loss)
            
            $
            (68,066
            )
            
            $
            381,928
            
            
            $
            333,190
            
            
            $
            1,025,250Earnings
      (loss) per common share
            
            $
            (0.08
            )
            
            $
            0.49
            
            
            $
            0.43
            
            
            $
            1.32





The
accompanying notes are an integral part of these consolidated financial
statements.


4


PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated Statements of
Changes in Stockholders’ Equity (unaudited)





SIX
MONTHS ENDED JUNE 30, 2010 and 2009




AccumulatedAdditional
                            
                            
                            
                            
                            
                            otherpaid-in
                            
                            
                            Retained
                            
                            
                            comprehensive
                            
                            
                            ComprehensivePar
      value
                            
                            
                            Capital
                            
                            
                            earnings
                            
                            
                            income
                            
                            
                            IncomeBalance,
      December 31, 2008
                            
                            $
                            7,855,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,370,797
                            
                            
                            $
                            (643,859
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,025,250
                            
                            
                            
                            -
                            
                            
                            $
                            1,025,250Unrealized
      loss on investmentsecurities
      available for sale netOf
      income taxes of $25,240
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (38,748
                            )
                            
                            
                            (38,748
                            )Comprehensive
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            986,502Cash
      dividend, $0.89 per share
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (693,766
                            )
                            
                            
                            -Balance,
      June 30, 2009
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,702,281
                            
                            
                            $
                            (682,607
                            )Balance,
      December 31, 2009
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,865,399
                            
                            
                            $
                            (691,637
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            333,190
                            
                            
                            
                            -
                            
                            
                            $
                            333,190Unrealized
      gain on investmentsecurities
      available for sale netOf
      income taxes of ($20,218)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,511
                            
                            
                            
                            7,511Comprehensive
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            340,701Cash
      dividend, $0.90 per share
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (701,561
                            )
                            
                            
                            -Balance,
      June 30, 2010
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,497,028
                            
                            
                            $
                            (684,126
                            )


The
accompanying notes are an integral part of these consolidated financial
statements.


5


PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated
Statements of Cash Flows (unaudited)





For
      the six months endedJune
      302010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                
                $
                6,671,080
                
                
                $
                7,271,485Fees
      and commissions received
                
                
                1,348,303
                
                
                
                1,417,063Cash
      paid to suppliers and employees
                
                
                (3,925,287
                )
                
                
                (3,293,426
                )Interest
      paid
                
                
                (1,953,254
                )
                
                
                (2,371,917
                )Taxes
      paid
                
                
                (149,429
                )
                
                
                (423,014
                )1,991,416
                
                
                
                2,600,191CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for premises, equipment, and software
                
                
                (124,054
                )
                
                
                (274,788
                )Loans
      made, net of principal collected
                
                
                (6,251,256
                )
                
                
                6,209,933Loss
      (gain) on sale of foreclosed real estate
                
                
                200,394
                
                
                
                83,144Proceeds
      from maturities and calls of securitiesAvailable
      for sale
                
                
                1,000,000
                
                
                
                2,000,000Held
      to maturity
                
                
                4,550,397
                
                
                
                1,000,365Purchase
      of securities Available for Sale
                
                
                (4,003,871
                )
                
                
                (1,043,103
                )Purchase
      of securities held to maturity
                
                
                0
                
                
                
                (1,000,000
                )Redemption
      of FHLB stock, net of purchases
                
                
                0
                
                
                
                152,800(4,628,390
                )
                
                
                7,128,351CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) inTime
      deposits
                
                
                2,097,171
                
                
                
                (1,640,422
                )Other
      deposits
                
                
                (7,639,223
                )
                
                
                14,270,621Securities
      sold under repurchase agreements
                
                
                (173,071
                )
                
                
                (7,050,752
                )Advances
      under (repayments of) notes payable, net
                
                
                (2,000,000
                )
                
                
                (8,000,000
                )Repayment
      of other borrowings
                
                
                0
                
                
                
                (108,607
                )Dividends
      paid
                
                
                (701,561
                )
                
                
                (693,766
                )(8,416,684
                )
                
                
                (3,222,926
                )NET
      INCREASE (DECREASE) IN CASH
                
                
                (11,053,658
                )
                
                
                6,505,616CASH
      AND EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                23,004,550
                
                
                
                7,686,815CASH
      AND EQUIVALENTS AT END OF PERIOD
                
                $
                11,950,892
                
                
                $
                14,192,431




6


PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated
Statements of Cash Flows (unaudited) (continued)




For
      the six months ended June 30,2010
                    
                    
                    2009RECONCILIATION
      OF NET INCOME TO NET CASH PROVIDEDFROM
      OPERATING ACTIVITIESNet
      income
                    
                    $
                    333,190
                    
                    
                    $
                    1,025,250ADJUSTMENTSDepreciation
      and amortization
                    
                    
                    171,931
                    
                    
                    
                    167,921Provision
      for loan losses
                    
                    
                    1,500,000
                    
                    
                    
                    855,000Amortization
      of intangible assets
                    
                    
                    33,836
                    
                    
                    
                    32,780Security
      discount accretion, net of premium amortization
                    
                    
                    16,444
                    
                    
                    
                    (18,471
                    )Deferred
      Income Taxes
                    
                    
                    411
                    
                    
                    
                    0Loss
      (gain) on sale of foreclosed real estate
                    
                    
                    104,606
                    
                    
                    
                    (56,144
                    )Decrease
      (increase) inAccrued
      interest receivable
                    
                    
                    141,485
                    
                    
                    
                    152,062Income
      tax refund receivable
                    
                    
                    0
                    
                    
                    
                    182,187Other
      assets
                    
                    
                    (249,971
                    )
                    
                    
                    80,658Increase
      (decrease) inDeferred
      origination fees and costs, net
                    
                    
                    26,058
                    
                    
                    
                    13,757Accrued
      interest payable and other liabilities
                    
                    
                    (23,862
                    )
                    
                    
                    (1,967
                    )Income
      taxes payable
                    
                    
                    0
                    
                    
                    
                    0Other
      liabilities
                    
                    
                    (62,712
                    )
                    
                    
                    167,158$
                    1,991,416
                    
                    
                    $
                    2,600,191





The
accompanying notes are an integral part of these financial
statements.




7


Peoples
Bancorp, Inc. and Subsidiaries


Notes
to Financial Statements (unaudited)





1.
            Basis
      of Presentation





The
accompanying unaudited consolidated financial statements of Peoples Bancorp,
Inc. and its subsidiaries, The Peoples Bank, a Maryland-chartered bank (the
“Bank”), and Fleetwood, Athey, Macbeth & McCown, Inc., a Maryland insurance
agency (the “Insurance Agency”), have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and
Regulation S-X of the Securities and Exchange Commission.  Accordingly,
they do not include all the information and notes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring entries) considered
necessary for a fair presentation have been included.  Operating results
for the three and six months ended June 30, 2010 are not necessarily indicative
of the results that may be expected for the full year ending December 31, 2010
or any other future interim period.  The consolidated financial statements
contained herein should be read in conjunction with the consolidated financial
statements and related notes contained in the Company’s Annual Report on Form
10-K for the year ended December 31, 2009.  When used in these notes, the
term “Company” refers to Peoples Bancorp, Inc. and, unless the context requires
otherwise, its consolidated subsidiaries.





The
Account Standards Codification (the “ASC”) of the Financial Accounting Standards
Board (the “FASB”) became effective on July 1, 2009.  At that date, the ASC
became FASB’s officially recognized source of authoritative U. S. generally
accepted accounting principles (“GAAP”) applicable to all public and non-public
non-governmental entities, superseding existing FASB, American Institute of
Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and
related literature.  Rules and interpretive releases of the U.S. Securities
and Exchange Commission (the “SEC”) under the authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants.  All other
accounting literature is considered non-authoritative.  The switch to the
ASC affects the way companies refer to GAAP in financial statements and
accounting policies.  Citing particular content in the ASC involves
specifying the unique numeric path to the content through the Topic, Subtopic,
Section and Paragraph structure.





The
Company evaluated subsequent events after the balance sheet date through August
11, 2010.  No significant subsequent events were identified which would
affect the presentation of the financial information.





2.
            Cash
      Flows





For
purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and overnight investments in federal funds
sold.





3.
            Comprehensive
      income





For the
six months ended June 30, 2010 and 2009, total comprehensive income, net of
taxes, was $340,701 and $986,502, respectively.  Comprehensive income is
the sum of net income and the change in the unrealized gain or loss on
securities available for sale, net of income taxes.


8


4.
            Commitments





Loan
commitments are made to accommodate the financial needs of the Company’s
customers.  Letters of credit commit the Company to make payments on behalf
of customers when certain specified future events occur.  These obligations
are not recorded in the Company’s financial statements.  The credit risks
inherent in loan commitments and letters of credit are essentially the same as
those involved in extending loans to customers, and these arrangements are
subject to the Company’s normal credit policies.  The Company’s exposure to
credit loss in the event the customer does not satisfy the terms of these
arrangements equals the notional amount of the obligation less the value of any
collateral.  The table below represents unfunded obligations at June 30,
2010 and December 31, 2009.





At June 30, 2010
                  
                  
                  December 31, 2009Check
      loan lines of credit
                  
                  $
                  483,320
                  
                  
                  $
                  502,887Mortgage
      lines of credit
                  
                  
                  8,960,705
                  
                  
                  
                  11,202,534Other
      lines of credit
                  
                  
                  17,051,607
                  
                  
                  
                  16,776,329Un-disbursed
      construction loan commitments
                  
                  
                  1,103,090
                  
                  
                  
                  933,503Standby
      letters of credit
                  
                  $
                  3,432,831
                  
                  
                  $
                  3,761,110





5.
            Earnings
      Per Share





Earnings
(loss) per common share is derived by dividing net income (loss) available to
holders of shares of common stock by the weighted average number of shares of
common stock outstanding of  779,512 for the three- and six-month
periods ended June 30, 2010 and 2009.





6.
            Pension





The Bank
maintains a defined benefit pension plan covering substantially all employees of
the Bank.  Benefits are based on years of service and the employee’s
highest average rate of earnings for five consecutive years during the final 10
full years before retirement.  The Bank’s general funding policy is to
contribute annually the maximum amount that can be deducted for income tax
purposes, determined using the projected unit credit cost method.  The
assets of the plan are invested in various time deposits and held in trust as
required by law.





During
the six months ended June 30, 2010 and 2009, the Bank recognized net periodic
costs for this plan of $155,301 and $157,515, respectively.  The Bank
contributed $121,260 to the plan during the six months ended June 30, 2010,
compared to no contributions for the first six months of 2009.





7.
            Segment
      Reporting





The
Company operates two primary businesses:  Community Banking; and
Insurance Products & Services.  Through the Community Banking business,
the Company provides services to consumers and small businesses on the upper
Eastern Shore of Maryland through its seven branches. Community banking
activities include serving the deposit needs of small business and individual
consumers by providing banking products and services to fit their needs. Loan
products available to consumers include mortgage, home equity, automobile,
marine, and installment loans and other secured and unsecured personal lines of
credit. Small business lending includes commercial mortgages, real estate
development loans, equipment and operating loans, as well as secured and
unsecured lines of credit, accounts receivable financing arrangements, and
merchant card services.


9


Through
the Insurance Products and Services business, the Company provides a full range
of insurance products and services to businesses and consumers in the Company’s
market areas. Products include property and casualty, life, marine, individual
health and long-term care insurance.





Selected
financial information by line of business, is included in the following
table:





For
      the six months ended
                                        June 30 2010
                                      
                                      Community
                                        Banking
                                      
                                      
                                      Insurance
                                        products
                                        and services
                                      
                                      
                                      Intersegment
                                        Transactions
                                      
                                      
                                      Consolidated
                                        TotalNet
      interest income
                                      
                                      $
                                      4,557,160
                                      
                                      
                                      $
                                      541
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      4,557,701Provision
      for loan losses
                                      
                                      
                                      1,500,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      1,500,000Net
      interest income after provision
                                      
                                      
                                      3,057,160
                                      
                                      
                                      
                                      541
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      3,057,701Noninterest
      revenue
                                      
                                      
                                      615,159
                                      
                                      
                                      
                                      628,538
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      1,243,697Noninterest
      expense
                                      
                                      
                                      3,362,596
                                      
                                      
                                      
                                      455,775
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      3,818,371Income
      before income taxes
                                      
                                      
                                      609,723
                                      
                                      
                                      
                                      173,304
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      783,027Income
      taxes
                                      
                                      
                                      81,293
                                      
                                      
                                      
                                      68,544
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      149,837Net
      income
                                      
                                      $
                                      228,430
                                      
                                      
                                      $
                                      104,760
                                      
                                      
                                      $
                                      0
                                      
                                      
                                      $
                                      333,190Average
      assets
                                      
                                      $
                                      248,325,510
                                      
                                      
                                      $
                                      1,643,059
                                      
                                      
                                      $
                                      -532,662
                                      
                                      
                                      $
                                      249,435,907





For
      the six months ended
                        June 30 2009
                      
                      Community
                        Banking
                      
                      
                      Insurance
                        products
                        and services
                      
                      
                      Intersegment
                        Transactions
                      
                      
                      Consolidated
                        TotalNet
      interest income (loss)
                      
                      $
                      4,758,529
                      
                      
                      $
                      (4,342
                      )
                      
                      $
                      0
                      
                      
                      $
                      4,754,187Provision
      for loan losses
                      
                      
                      855,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      $
                      855,000Net
      interest income (loss) after provision
                      
                      
                      3,903,529
                      
                      
                      
                      (4,342
                      )
                      
                      
                      0
                      
                      
                      
                      3,899,187Noninterest
      revenue
                      
                      
                      658,938
                      
                      
                      
                      758,125
                      
                      
                      
                      0
                      
                      
                      $
                      1,417,063Noninterest
      expense
                      
                      
                      3,175,802
                      
                      
                      
                      509,997
                      
                      
                      
                      0
                      
                      
                      $
                      3,685,799Income
      before income taxes
                      
                      
                      1,386,665
                      
                      
                      
                      243,786
                      
                      
                      
                      0
                      
                      
                      
                      1,630,451Income
      taxes
                      
                      
                      513,997
                      
                      
                      
                      91,204
                      
                      
                      
                      0
                      
                      
                      $
                      605,201Net
      income
                      
                      $
                      872,668
                      
                      
                      $
                      152,582
                      
                      
                      $
                      0
                      
                      
                      $
                      1,025,250Average
      assets
                      
                      $
                      250,019,241
                      
                      
                      $
                      1,629,362
                      
                      
                      $
                      (393,521
                      )
                      
                      $
                      251,255,082





8.
            Fair
      Value





The fair
value of an asset or a liability is the price that would be received to sell
that asset or paid to transfer that liability in an orderly transaction
occurring in the principal market (or most advantageous market in the absence of
a principal market) for such asset or liability.  In estimating fair value,
the Company utilizes valuation techniques that are consistent with the market
approach, the income approach and/or the cost approach.  Such valuation
techniques are consistently applied.  Inputs to valuation techniques
include the assumptions that market participants would use in pricing an asset
or liability.   FASB ASC valuation techniques include the assumptions
that market participants would use in pricing an asset or a liability. 
FASB ASC Topic 820 establishes a fair value hierarchy for valuation inputs that
gives the highest priority to quoted prices in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs.  The
fair value hierarchy is as follows:


10





·
            Level 1 inputs—
      Unadjusted quoted prices in active markets for identical assets or
      liabilities that the reporting entity has the ability to access at the
      measurement date.





·
            Level 2 inputs — Inputs
      other than quoted prices included in Level 1 that are observable for the
      asset or liability, either directly or indirectly.  These might
      include quoted prices for similar assets or liabilities in active markets,
      quoted prices for identical or similar assets or liabilities in markets
      that are not active, inputs other than quoted prices that are observable
      for the asset or liability (such as interest rates. volatilities,
      prepayment speeds, credit risks, etc.) or inputs that are derived
      principally from or corroborated by market data by correlation or other
      means.





·
            Level 3 inputs —
      Unobservable inputs for determining the fair values of assets or
      liabilities that reflect an entity’s own assumptions about the assumptions
      that market participants would use in pricing the assets or
      liabilities.





In
general, fair value is based upon quoted market prices, where available. 
If such quoted market prices are not available, fair value is based upon
internally developed models that primarily use, as inputs, observable
market-based parameters.  Valuation adjustments may be made to ensure that
financial instruments are recorded at fair value.  These adjustments may
include amounts to reflect counterparty credit quality and the Company’s
creditworthiness, among other things, as well as unobservable parameters. 
Any such valuation adjustments are applied consistently over time.  The
Company’s valuation methodologies may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair
values.  Although management believes the Company’s valuation methodologies
are appropriate and consistent with those used by other market participants, the
use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different estimate of fair value
at the reporting date.  Furthermore, the reported fair value amounts have
not been comprehensively revalued since the presentation dates, and, therefore,
estimates of fair value after the balance sheet date may differ significantly
from the amounts presented herein.  Transfers between levels of the fair
value hierarchy are recognized on the actual date of the event or circumstance
that caused the transfer, which generally coincides with the company’s monthly
and quarterly valuation process.





Financial Assets and Financial
Liabilities:  The following table summarizes financial assets
measured at fair value on a recurring basis as of June 30, 2010, segregated by
the level of the valuation inputs within the fair value hierarchy utilized to
measure fair value.  The Company did not have any financial liabilities
measured at fair value.





Available
      for Sale
                
                Total
                
                
                Level
      1 Inputs
                
                
                Level
      2 Inputs
                
                
                Level
      3 InputsU.
      S. Government Securities
                
                $
                6,025,280
                
                
                $
                6,025,280
                
                
                $
                -
                
                
                $
                -





Certain
financial assets and financial liabilities are measured at fair value on a
nonrecurring basis, which means that the instruments are not measured at fair
value on an ongoing basis but are subject  to fair value adjustments
in certain circumstances (for example, when there is evidence of reduced
property value).  Financial assets and liabilities measured at fair value
on a non-recurring basis during the six months ended June 30, 2010 and 2009
include certain properties held as foreclosed real estate and are reported at
the fair value of the underlying collateral, assuming that the sale prices of
the properties will be their current appraised values.  Appraised values
are estimated using Level 2 inputs based on observable market data and current
property tax assessments.  Financial assets and liabilities measured at
fair value on a nonrecurring basis during the six months ended June 30, 2010 are
as follows.


11





Total
                  
                  
                  (Level
      1)
                  
                  
                  (Level
      2)
                  
                  
                  (Level
      3)Foreclosed
      real estate
                  
                  $
                  1,030,000
                  
                  
                  $
                  -
                  
                  
                  $
                  1,030,000
                  
                  
                  $
                  -





During
the first six months of 2010 and 2009, the Company recognized no write-downs of
foreclosed properties.  At December 31, 2009, the Company recognized a
write down of $45,000 on foreclosed real estate.





FASB ASC
Topic 825 requires disclosure of the fair value of financial assets and
financial liabilities, including those financial assets and financial
liabilities that are not measured and reported at fair value on a recurring
basis or nonrecurring basis.  A detailed description of the valuation
methodologies used in estimating the fair value of financial instruments is set
forth in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009.





Information
about estimated fair values of financial instruments as of June 30, 2010 and
December 31, 2009 is set forth in the following table:





June
      30, 2010
                
                
                December
      31, 2009Carrying
                
                
                Fair
                
                
                Carrying
                
                
                Fairamount
                
                
                value
                
                
                amount
                
                
                valueFinancial
      assetsCash
      and due from banks
                
                $
                10,935,892
                
                
                $
                10,935,892
                
                
                $
                15,988,739
                
                
                $
                15,988,739Federal
      funds sold
                
                
                1,015,000
                
                
                
                1,015,000
                
                
                
                7,015,811
                
                
                
                7,015,811Investment
      securities (total)
                
                
                11,540,330
                
                
                
                11,646,447
                
                
                
                13,091,076
                
                
                
                13,339,856Federal
      Home Loan Bank and Community Bankers Bank stock
                
                
                2,401,200
                
                
                
                2,401,200
                
                
                
                2,401,200
                
                
                
                2,401,200Loans,
      net
                
                
                208,624,876
                
                
                
                209,477,947
                
                
                
                203,899,678
                
                
                
                204,083,903Accrued
      interest receivable
                
                
                1,308,670
                
                
                
                1,308,670
                
                
                
                1,450,155
                
                
                
                1,450,155Financial
      liabilitiesNoninterest-bearing
      deposits
                
                $
                35,468,685
                
                
                $
                35,468,685
                
                
                $
                36,951,197
                
                
                $
                36,951,197Interest-bearing
      deposits
                
                
                152,240,171
                
                
                
                156,154,685
                
                
                
                156,299,711
                
                
                
                160,895,134Short-term
      borrowings
                
                
                2,744,268
                
                
                
                2,744,268
                
                
                
                2,917,339
                
                
                
                2,917,339Federal
      Home LoanBank
      advances
                
                
                26,000,000
                
                
                
                27,299,458
                
                
                
                28,000,000
                
                
                
                28,457,862Accrued
      interest payable
                
                
                415,548
                
                
                
                415,548
                
                
                
                439,410
                
                
                
                439,410


12


9.
            Investment
      Securities





Investment securities are summarized
as follows:





Amortized
                  
                  
                  Unrealized
                  
                  
                  Unrealized
                  
                  
                  FairJune
      30, 2010
                  
                  cost
                  
                  
                  gains
                  
                  
                  losses
                  
                  
                  valueAvailable
      for saleU.
      S. government agency
                  
                  $
                  6,006,078
                  
                  
                  $
                  19,562
                  
                  
                  $
                  360
                  
                  
                  $
                  6,025,280Held
      to maturityU.
      S. government agency
                  
                  $
                  5,509,159
                  
                  
                  $
                  106,091
                  
                  
                  $
                  0
                  
                  
                  $
                  5,615,250Mortgage-backed
      securities
                  
                  
                  5,891
                  
                  
                  
                  26
                  
                  
                  
                  0
                  
                  
                  
                  5,917$
                  5,515,050
                  
                  
                  $
                  106,117
                  
                  
                  $
                  0
                  
                  
                  $
                  5,621,167December
      31, 2009Available
      for saleU.
      S. government agency
                  
                  $
                  3,020,741
                  
                  
                  $
                  6,959
                  
                  
                  $
                  0
                  
                  
                  $
                  3,027,700Held
      to maturityU.
      S. government agency
                  
                  $
                  10,057,082
                  
                  
                  $
                  248,790
                  
                  
                  $
                  0
                  
                  
                  $
                  10,305,872Mortgage-backed
      securities
                  
                  
                  6,294
                  
                  
                  
                  3
                  
                  
                  
                  13
                  
                  
                  
                  6,284$
                  10,063,376
                  
                  
                  $
                  248,793
                  
                  
                  $
                  13
                  
                  
                  $
                  10,312,156





Contractual
maturities and the amount of pledged securities are shown below.  Actual
maturities may differ from contractual maturities because issuers may have the
right to call or prepay obligations with or without call or prepayment
penalties.





Available
      for sale
                  
                  
                  Held
      to maturityAmortized
                  
                  
                  Fair
                  
                  
                  Amortized
                  
                  
                  FairJune
      30, 2010
                  
                  cost
                  
                  
                  value
                  
                  
                  cost
                  
                  
                  valueMaturingWithin
      one year
                  
                  $
                  4,003,361
                  
                  
                  $
                  4,012,980
                  
                  
                  $
                  5,002,116
                  
                  
                  $
                  5,085,900Over
      one to five years
                  
                  
                  2,002,717
                  
                  
                  
                  2,012,300
                  
                  
                  
                  507,043
                  
                  
                  
                  529,350Mortgage-backed
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,891
                  
                  
                  
                  5,917$
                  6,006,078
                  
                  
                  $
                  6,025,280
                  
                  
                  $
                  5,515,050
                  
                  
                  $
                  5,621,167Pledged
      securities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,968,457
                  
                  
                  $
                  3,035,096December
      31, 2009MaturingWithin
      one year
                  
                  $
                  1,015,880
                  
                  
                  $
                  1,017,300
                  
                  
                  $
                  6,541,691
                  
                  
                  $
                  6,663,095Over
      one to five years
                  
                  
                  2,004,861
                  
                  
                  
                  2,010,400
                  
                  
                  
                  3,515,391
                  
                  
                  
                  3,642,777Mortgage-backed
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,294
                  
                  
                  
                  6,284$
                  3,020,741
                  
                  
                  $
                  3,027,700
                  
                  
                  $
                  10,063,376
                  
                  
                  $
                  10,312,156Pledged
      securities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,971,405
                  
                  
                  $
                  3,068,439





Investments are pledged to secure the
deposits of federal and local governments and as collateral for repurchase
agreements.


13





10.
            Recent
      Accounting Standards





Recent
accounting pronouncements approved by FASB that apply to the Company are
discussed below.  These pronouncements are not expected to have a material
impact on the financial statements of the Company.




ASU No. 2010-06, “Fair Value
Measurements and Disclosures (Topic 820) – Improving Disclosures About Fair
Value Measurements.”ASU 2010-06 requires expanded disclosures
related to fair value measurements including (i) the amounts of significant
transfers of assets or liabilities between Levels 1 and 2 of the fair value
hierarchy and the reasons for the transfers, (ii) the reasons for transfers of
assets or liabilities in or out of Level 3 of the fair value hierarchy, with
significant transfers disclosed separately, (iii) the policy for determining
when transfers between levels of the fair value hierarchy are recognized and
(iv) for recurring fair value measurements of assets and liabilities in Level 3
of the fair value hierarchy, a gross presentation of information about
purchases, sales, issuances and settlement.  ASU 2010-06 further clarifies
that (a) fair value measurement disclosures should be provided for each class of
assets and liabilities (rather than major category), which would generally be a
subset of assets or liabilities within a line item in the statement of financial
position and (b) companies should provide disclosures about the valuation
techniques and inputs used to measure fair value for both recurring and
nonrecurring fair value measurements for each class of assets and liabilities
included in Levels 2 and 3 of the fair value hierarchy.  The disclosures
related to the gross presentation of purchases, sales, issuances and settlements
of assets and liabilities included in Level 3 of the fair value hierarchy will
be required for the Company beginning January 1, 2011.  The remaining
disclosure requirements and clarifications made by ASU 2010-06 became effective
for the Company on January 1, 2010.




ASU No. 2010-11, “Derivatives and
Hedging (Topic 815)- Scope Exception Related to Embedded Credit
Derivatives.”  ASU 2010-11clarifies that the only
form of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements are those that relate to the subordination of one
financial instrument to another.  As a result, entities that have contracts
containing an embedded credit derivative feature in a form other than such
subordination may need to separately account for the embedded credit derivative
feature.  The provisions of ASU 2010-11 will be effective for the Company
on July 1, 2010.




ASU No. 2010-20, “Receivables (Topic
830) – Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses.”  ASU 2010-20 requires entities to
provide disclosures designed to facilitate financial statement users’ evaluation
of (i) the nature of credit risk inherent in the entity’s portfolio of financing
receivables, (ii) how that risk is analyzed and assessed in arriving at the
allowance for credit losses and (iii) the changes and reasons for those changes
in the allowance for credit losses.  Disclosures must be disaggregated by
portfolio segment, the level at which an entity develops and documents a
systematic method for determining its allowance for credit losses, and class of
financing receivable, which is generally a disaggregation of portfolio
segment.  The required disclosures include, among other things, a
rollforward of the allowance for credit losses as well as information about
modified, impaired, non-accrual and past due loans and credit quality
indicators.  ASU 2010-20 will be effective for the Corporation’s financial
statements as of December 31, 2010, as it relates to disclosures required as of
the end of a reporting period.  Disclosures that relate to activity during
a reporting period will be required for the Corporation’s financial statements
that include periods beginning on or after January 1, 2011.


14


Item
2.           Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





Peoples Bancorp, Inc. is a Maryland
corporation and a financial holding company registered under the Bank Holding
Company Act of 1956, as amended, located in Chestertown, Kent County,
Maryland.  The Company was incorporated on December 10, 1996 to serve as
the holding company of The Peoples Bank (the “Bank”), a Maryland commercial
bank, which it acquired on March 24, 1997.  On January 2, 2007, the Company
acquired Fleetwood, Athey, Macbeth & McCown, Inc. (the “Insurance
Agency”)





The Bank was incorporated on April 13,
1910 and operates five branches located in Kent County, Maryland and two
branches located in Queen Annes County, Maryland.  The Bank offers a
variety of services to satisfy the needs of consumers and small- to medium-sized
businesses and professional enterprises.  Most of the Bank’s deposit and
loan customers are located in and derived from Kent County, northern Queen
Anne's County, and southern Cecil County, Maryland.  This primary service
area is located between the Chesapeake Bay and the western border of
Delaware.





The Insurance Agency has roots dating
back to the 1920s, when The Fleetwood-Kirby Agency was formed.  In 1977,
that agency was merged with several other well-respected insurances agencies to
form Fleetwood, Athey, Macbeth & McCown, Inc.  The Insurance Agency
operates from one location in Kent County and provides a full range of insurance
products to businesses and consumers.  Product lines include property,
casualty, life, marine, long-term care and health insurance.





Unless the context clearly requires
otherwise, the terms “Company”, “we”, “us” and “our” in this report refer
collectively to Peoples Bancorp, Inc., the Bank and the Insurance
Agency.





Application
of Critical Accounting Policies





The unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
in accordance with the instructions to Form 10-Q.  Application of these
principles requires management to make estimates, assumptions, and judgments
that affect the amounts reported in the unaudited consolidated financial
statements and accompanying notes.  These estimates, assumptions, and
judgments are based on information available as of the date of the consolidated
financial statements; accordingly, as this information changes, the unaudited
consolidated financial statements could reflect different estimates,
assumptions, and judgments.  Certain policies inherently have a
greater reliance on the use of estimates, assumptions, and judgments and as such
have a greater possibility of producing results that could be materially
different than originally reported.  Estimates, assumptions, and
judgments are necessary when assets and liabilities are required to be recorded
at fair value, when a decline in the value of an asset not carried on the
consolidated financial statements at fair value warrants an impairment
write-down or valuation reserve to be established, or when an asset or liability
needs to be recorded contingent upon a future event.  Carrying assets
and liabilities at fair value inherently results in more financial statement
volatility.  The fair values and information used to record valuation
adjustments for certain assets and liabilities are based either on quoted market
prices or are provided by other third-party sources, when
available.





The
policies, along with the disclosures presented in the other financial statement
notes and in this financial review, provide information on how significant
assets and liabilities are valued in the financial statements and how those
values are determined.  Based on the valuation techniques used and the
sensitivity of financial statement amounts to the methods, assumptions, and
estimates underlying those amounts, management has identified the determination
of the allowance for loan losses as the accounting area that requires the most
subjective or complex judgments, and as such should be most subject to revision
as new information becomes available.


15





The allowance for loan losses
represents management’s estimate of probable loan losses inherent in the loan
portfolio.  Determining the amount of the allowance for loan losses is
considered a critical accounting estimate because it requires significant
judgment and the use of estimates related to the amount and timing of expected
future cash flows on impaired loans, estimated losses on pools of homogeneous
loans based on historical loss experience, and consideration of current economic
trends and conditions, all of which may be susceptible to significant
change.  In addition, various regulatory agencies, as an integral part
of their examination processes, periodically review our allowance for loan
losses.  Such agencies may require us to make additional provisions
for estimated loan losses based upon judgments different from those of
management.  The loan portfolio also represents the largest asset type
on the balance sheet.  Further information about the methodology used
to determine the allowance for loan losses is discussed below under the heading
“Loan Quality”.





The following discussion is designed to
provide a better understanding of the financial position of the Company and
should be read in conjunction with the interim Consolidated Financial Statements
and Notes thereto included elsewhere in this report, and in conjunction with the
audited Consolidated Financial Statements and Notes thereto and Management’s
Discussion and Analysis of Financial Condition and Results of Operations set
forth in the Annual Report of Peoples Bancorp, Inc. on Form 10-K for the year
ended December 31, 2009.





Forward-Looking
Information





This Quarterly Report on Form 10-Q may
contain forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995.  Readers of this quarterly report
should be aware of the speculative nature of “forward-looking
statements”.  Statements that are not historical in nature, including
the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and
similar expressions, are based on current expectations, estimates and
projections about (among other things) the industry and the markets in which we
operate; they are not guarantees of future performance.  Whether
actual results will conform to expectations and predictions is subject to known
and unknown risks and uncertainties, including risks and uncertainties discussed
in this report, general economic, market or business conditions; changes in
interest rates, deposit flow, the cost of funds, and demand for loan products
and financial services; changes in our competitive position or competitive
actions by other companies; changes in the quality or composition of loan and
investment portfolios; the ability to manage growth; changes in laws or
regulations or policies of federal and state regulators and agencies; and other
circumstances beyond our control.  These and other risks are discussed
in detail in the periodic reports that Peoples Bancorp, Inc. files with the
Securities and Exchange Commission (see Item 1A of Part II of this report for
further information).  All of the forward-looking statements made in
this report are qualified by these cautionary statements, and there can be no
assurance that the actual results anticipated will be realized, or if
substantially realized, will have the expected consequences on our business or
operations.  Except as required by applicable laws, we do not intend
to publish updates or revisions of any forward-looking statements we make to
reflect new information, future events or otherwise.





RESULTS
OF OPERATIONS





General





For the three-month period ended June
30, 2010, we reported a net loss of $68,066, or $(0.08) per share, compared to
net income of $381,928, or $0.49 per share, for the same period in
2009.  Net income for the six months ended June 30, 2010 was $333,190,
or $0.43 per share, compared to $1,025,250, or $1.32 per share, for the first
six months of 2009.  The decreases in net income for the three- and
six-month periods ended June 30, 2010 over the corresponding periods of last
year (117.82% and 67.50%, respectively) resulted primarily from decreased net
interest income, insurance contingency commissions, and other
income.  Additional funding of the loan loss reserve and increased
other expenses contributed to the decrease as well.  The Insurance
Agency’s year to date income has decreased $131,479 over the same time period in
2009 due to a (58.43%) reduction in contingency income.


16





Net
Interest Income





The primary source of income for the
Company is net interest income, which is the difference between revenue on
interest-earning assets, such as investment securities and loans, and interest
incurred on interest-bearing sources of funds, such as deposits and
borrowings.





The key performance measure for net
interest income is the “net margin on interest-earning assets,” or net interest
income divided by average interest-earning assets.  The Company’s net
interest margin for the six-month period ended June 30, 2010 was 4.14%, compared
to 4.17% for the same period in 2009.  The net margin may decline if
competition increases, loan demand decreases, or the cost of funds rises faster
than the return on loans and securities.  The net margin may also be
adversely impacted by a number of factors, which cannot be predicted and are
beyond our control.





Net interest income for the three-month
period ended June 30, 2010 was $2,212,548, which represents a decrease of
$137,164 or 5.84% from net interest income for the same period in
2009.  Net interest income for the six-month period ended June 30,
2010 was $4,557,701, which represents a decrease of $196,486 or 4.13% over the
net interest income for the first six months of 2009.  The primary
contributor to the decreases was the reduction in interest earning
assets.





Interest revenue for the three and six
months ended June 30, 2010 totaled $3,156,978 and $6,487,093, respectively,
compared to $3,527,009 and $7,124,137, respectively, for the same periods last
year, representing decreases of $370,031 or 10.49% and $637,044 or 8.94%,
respectively.  We experienced a $544,739 decrease in interest earned
on loans as a direct result of our average loan balances decreasing by
$5.103,392 (net of the allowance for loan losses) and the interest rate
decreasing 35 basis points when compared to the first six months of
2009.  Additionally, we recorded a $91,285 decrease in income on U. S.
Government Agency securities for the first six months of 2010 when compared to
the same time period in 2009.





Interest expense for the three- and
six-month periods ended June 30, 2010 totaled $944,430 and $1,929,392,
respectively, compared to $1,177,297 and $2,369,950, respectively, for the same
periods last year, representing decreases of $232,867 or 19.78% and $440,558 or
18.59%, respectively.  The Company decreased its FHLB borrowings
during the first six months of 2010 from $28,000,000 at December 31, 2009 to
$26,000,000 at June 30, 2010.  FHLB borrowings at June 30, 2009 were
$35,000,000.  As a result, interest expense on borrowed funds for the
first six months of 2010 decreased $387,229 when compared to the six months
ended June 30, 2009.  The Company assumed approximately $450,000 of
debt in connection with the acquisition of the Insurance Agency in 2007, which
was paid in full during 2009.


17


A table of our average balances,
interest and yields follows.





Average
Balances, Interest, and Yield





For the Six Months Ended
                            June 30, 2010
                          
                          
                          For the Six Months Ended
                            June 30, 2009Average
                            Balance
                          
                          Interest
                          
                          Yield
                          
                          
                          Average
                            Balance
                          
                          
                          Interest
                          
                          YieldAssetsFederal
      funds sold
                          
                          $
                          1,665,824
                          
                          $
                          1,275
                          
                          
                          0.15
                          %
                          
                          $
                          5,494,537
                          
                          
                          $
                          5,371
                          
                          
                          0.20
                          %Interest-bearing
      deposits
                          
                          
                          24,917
                          
                          
                          19
                          
                          
                          0.15
                          %
                          
                          
                          59,196
                          
                          
                          
                          38
                          
                          
                          0.13
                          %Investment
      securities:U.  S.  government
      agency
                          
                          
                          14,416,315
                          
                          
                          204,721
                          
                          
                          2.86
                          %
                          
                          
                          13,336,850
                          
                          
                          
                          300,425
                          
                          
                          4.54
                          %Other
                          
                          
                          0
                          
                          
                          0
                          
                          
                          0.00
                          %
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          0.00
                          %FHLB
      of Atlanta & Community Bankers
                            Bank
      Stock
                          
                          
                          2,401,200
                          
                          
                          3,244
                          
                          
                          0.27
                          %
                          
                          
                          2,369,484
                          
                          
                          
                          0
                          
                          
                          0.00
                          %Total
      investment securities
                          
                          
                          16,817,515
                          
                          
                          207,965
                          
                          
                          2.49
                          %
                          
                          
                          15,706,334
                          
                          
                          
                          300,425
                          
                          
                          3.86
                          %Loans:Demand
      and time
                          
                          
                          27,183,191
                          
                          
                          785,366
                          
                          
                          5.83
                          %
                          
                          
                          38,986,535
                          
                          
                          
                          1,188,999
                          
                          
                          6.15
                          %Mortgage
                          
                          
                          175,682,859
                          
                          
                          5,343,959
                          
                          
                          6.13
                          %
                          
                          
                          170,817,109
                          
                          
                          
                          5,529,264
                          
                          
                          6.53
                          %Installment
                          
                          
                          6,455,235
                          
                          
                          214,171
                          
                          
                          6.69
                          %
                          
                          
                          3,888,055
                          
                          
                          
                          155,532
                          
                          
                          8.07
                          %Total
      loans
                          
                          
                          209,321,285
                          
                          
                          6,343,496
                          
                          
                          6.11
                          %
                          
                          
                          213,691,699
                          
                          
                          
                          6,873,795
                          
                          
                          6.49
                          %Allowance
      for loan losses
                          
                          
                          2,835,037
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,102,059Total
      loans, net of allowance
                          
                          
                          206,486,248
                          
                          
                          6,343,496
                          
                          
                          6.20
                          %
                          
                          
                          211,589,640
                          
                          
                          
                          6,873,795
                          
                          
                          6.55
                          %Total
      interest-earning assets
                          
                          
                          224,994,504
                          
                          
                          6,552,755
                          
                          
                          5.87
                          %
                          
                          
                          232,849,707
                          
                          
                          
                          7,179,629
                          
                          
                          6.22
                          %Non-interest-bearing
      cash
                          
                          
                          11,556,068
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,090,405Premises
      and equipment
                          
                          
                          6,518,370
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,496,206Other
      assets
                          
                          
                          6,366,965
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,818,764Total
      assets
                          
                          $
                          249,435,907
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          251,255,082Liabilities
      and Stockholders’ EquityInterest-bearing
      DepositsSavings
      and NOW deposits
                          
                          $
                          47,153,799
                          
                          
                          43,892
                          
                          
                          0.19
                          %
                          
                          $
                          33,334,460
                          
                          
                          
                          37,674
                          
                          
                          0.23
                          %Money
      market and supernow
                          
                          
                          11,070,864
                          
                          
                          25,006
                          
                          
                          0.46
                          %
                          
                          
                          17,261,210
                          
                          
                          
                          43,185
                          
                          
                          0.50
                          %Other
      time deposits
                          
                          
                          95,656,406
                          
                          
                          1,403,882
                          
                          
                          2.96
                          %
                          
                          
                          84,740,974
                          
                          
                          
                          1,445,249
                          
                          
                          3.44
                          %Total
      interest-bearing deposits
                          
                          
                          153,881,069
                          
                          
                          1,472,780
                          
                          
                          1.93
                          %
                          
                          
                          135,336,644
                          
                          
                          
                          1,526,108
                          
                          
                          2.27
                          %Borrowed
      funds
                          
                          
                          28,522,566
                          
                          
                          456,612
                          
                          
                          3.23
                          %
                          
                          
                          52,178,344
                          
                          
                          
                          843,841
                          
                          
                          3.26
                          %Total
      interest-bearing liabilities
                          
                          
                          182,403,635
                          
                          
                          1,929,392
                          
                          
                          2.13
                          %
                          
                          
                          187,514,988
                          
                          
                          
                          2,369,950
                          
                          
                          2.55
                          %Noninterest-bearing
      deposits
                          
                          
                          35,672,397
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          32,608,970218,076,032
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          220,123,958Other
      liabilities
                          
                          
                          2,539,643
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,385,260Stockholders’
      equity
                          
                          
                          28,820,232
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          28,745,864Total
      liabilities and stockholders equity
                          
                          $
                          249,435,907
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          251,255,082Net
      interest spread
                          
                          
                          
                          
                          
                          
                          
                          
                          3.74
                          %
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          3.67
                          %Net
      interest income
                          
                          
                          
                          
                          $
                          4,623,363
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          4,809,679Net
      margin on interest-earning assets
                          
                          
                          
                          
                          
                          
                          
                          
                          4.14
                          %
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          4.17
                          %


Interest
on tax-exempt loans and investments are reported on fully taxable equivalent
basis (a non GAAP financial measure).
  18


Provision
for Loan Losses





The provision for loan losses was
$1,500,000 for the first six months of 2010, compared to $855,000 for the same
period of 2009.  The increase in the provision was in response to the
increase in net charge-offs and specific allocations for impaired
loans.  Additional information regarding risk elements in the loan
portfolio, the provision for loan losses and management’s assessment of the
adequacy of the allowance for loan losses are discussed below in the section
entitled “Loan Quality”.





Noninterest
Revenue





Noninterest revenue for the three- and
six-month periods ended June 30, 2010 totaled $631,097 and $1,243,697,
respectively, which represent an increase of 6.20% and a decrease of 12.23% over
$594,258 and $1,417,063, respectively, for the same periods in
2009.  The decrease for the six-month period resulted primarily from
the $144,370 or 58.43% decrease in Insurance Agency contingency income earned
during the first six months of 2010, from $247,099 for the first six months of
2009 to $102,729 for the first six months of 2010.  Insurance Agency
contingency income is based on sales of new policies to customers and claims
against existing policies for the prior year. During 2009, there were several
insurance loss claims by customers that caused contingency income to decrease in
2010.  In addition, we experienced a decrease in other noninterest
revenue of $18,753 or 9.48% and in service charges on deposit accounts of
$23,134 or 4.98% during the first six months of 2010 when compared to the same
period of 2009.





Noninterest
Expense





The Company recorded noninterest
expense of $1,963,819 and $3,818,371 for the three- and six-month periods ended
June 30, 2010, respectively, compared to $1,922,944 and $3,685,799,
respectively, for the same periods in 2009, representing increases of $40,875 or
2.13% and $132,572 or 3.60%, respectively.   The increases are
mainly attributable to increased other operating expenses of $277,585 for the
first six months of 2010.  The items in other operating expenses
contributing to this increase are the Bank’s FDIC assessment increase of
$26,082, other real estate expenses increase of $104,490 and data processing
fees increase of $104,120.  These increases were offset by a decrease
in salaries and employee benefits of $170,813.





Income
Tax Expense





The Company’s effective tax rate for
the three- and six-month periods ended June 30, 2010 was 53.1% and 31.0%,
respectively, compared to 35.9% and 37.1%, respectively, for the same periods in
2009.  The Company recorded an income tax benefit of $77,108 for the
three months ended June 30, 2010, compared to an income tax expense of $214,098
for the same period last year.  For the six months ended June 30, 2010
and 2009, the Company recorded income tax expenses of $149,836 and $605,201,
respectively.  Decreases in income before income tax during the three-
and six-month periods ended June 30, 2010 contributed to the decreases in income
tax expense when compared to the same periods of last year.





FINANCIAL
CONDITION





Overview





Total
assets of the Company at June 30, 2009 were $247,304,868, compared to
$255,467,425 at December 31, 2009, representing a decrease of $8,162,557 or
3.20%.


19





Total
liabilities at June 30, 2010 were $218,775,980, compared to $226,577,677 at
December 31, 2009, representing a decrease of  $7,801,697 or
3.44%.





Stockholders’ equity was $28,528,888 as
of June 30, 2010, compared to $28,889,748 as of December 31, 2009, a decrease of
$360,860.  The decrease was due to net income for the period totaling
$333,190 plus a $7,511 increase in the unrealized gains on securities available
for sale net of income taxes offset by dividends paid to stockholders of
$701,561.





Return on average equity for the six
months ended June 30, 2010 was 2.33%, compared to 7.19% for the same period in
2009.  Return on average assets was 0.27% for the six months ended
June 30, 2010, compared to 0.82% for the same period in 2009.





Composition
of Loan Portfolio





At June 30, 2010, loans, net of
unearned income, were $208,624,876, an increase of $4,725,198 since December 31,
2009.  Because loans are expected to produce higher yields than
investment securities and other interest-earning assets, the absolute volume of
loans and the volume as a percentage of total earning assets is an important
determinant of net interest margin.  Average loans, net of the
allowance for loan losses, were $206,486,248 and $211,589,640 during the first
six months of 2010 and 2009, respectively, which constituted 91.77% and 90.87%
of average interest-earning assets for the respective periods.  For
the six months ended June 30, 2010, our average loan to deposit ratio was
108.93%, compared to 125.99% for the six months ended June 30,
2009.  Our ratio of average loans to deposits plus borrowed funds was
94.69% for the six months ended June 30, 2010, compared to 96.12% for the six
months ended June 30, 2009.  The Company extends credit primarily to
customers located in and near the Maryland counties of Kent County, Queen Anne’s
County, and Cecil County.  There are no industry concentrations in our
loan portfolio.  A substantial portion of our loans are, however,
secured by real estate, and the real estate market in the region, which is
directly impacted by the local economy, will influence the performance of the
Company’s portfolio and the value of the collateral securing the
portfolio.





Loan
Quality




The allowance for loan losses
represents a reserve for potential losses in the loan portfolio.  The
adequacy of the allowance for loan losses is evaluated periodically based on a
review of all significant loans, with a particular emphasis on non-accruing,
past due, and other loans that management believes require
attention.  The determination of the reserve level rests upon
management's judgment about factors affecting loan quality and assumptions about
the economy.  Management believes that the allowance as of June 30,
2010 is adequate to cover possible losses in the loan portfolio identified as of
that date; however, management's judgment is based upon a number of assumptions
about future events, which are believed to be reasonable, but which may not
prove valid.  Thus, there can be no assurance that charge-offs in
future periods will not exceed the allowance for loan losses or that additional
increases in the loan loss allowance will not be required.





For significant problem loans,
management's review consists of evaluation of the financial strength of the
borrowers and guarantors, the related collateral, and the effects of economic
conditions.  The overall evaluation of the adequacy of the total
allowance for loan losses is based on an analysis of historical loan loss
ratios, loan charge-offs, delinquency trends, and previous collection
experience, along with an assessment of the effects of external economic
conditions.  This allowance may be increased to accommodate reserves
for specific loans identified as substandard during management's loan
review.  Net recoveries and/or decreases in loans may cause the
allowance as a percentage of gross loans to exceed our
target.  Historically, our regulators have discouraged negative
provisions, however, management would consider a negative provision if
warranted.


20





The provision for loan losses is a
charge to earnings in the current period to replenish the allowance and maintain
it at a level management has determined to be adequate.





The allowance for loan losses
increased to $3,550,950 at June 30, 2010, compared to $2,845,364 at December 31,
2009.  The provision for loan losses was $1,500,000 for the first six
months of 2010, compared to $855,000 for the same period of 2009.  The
increase in the provision for loan losses in the first six months of 2010 when
compared to the same period of 2009 was in response to the increase in net
charge-offs, the results of our quarterly review of the adequacy of the factors
discussed previously, and specific allocations for impaired loans.  As
of June 30, 2010 and December 31, 2009, the allowance for loan losses compared
to gross loans was 1.67% and 1.38%, respectively.  As part of our loan
review process, management has noted an increase in foreclosures and
bankruptcies in the geographic areas where we operate.  Additionally,
the current nationwide recession has had a significant and adverse impact on
real estate values and sales over the past 12 months.  Consequently,
we have closely reviewed our loan portfolio and applied sensitivity analysis to
collateral values to ensure that we are adequately measuring potential future
losses.  Where necessary, we have obtained new appraisals on
collateral.  Specific allocations of the allowance have been provided
in these instances where losses may occur.





The following table sets forth
activity in the allowance for loan losses for the periods
indicated:





Allowance
for Loan Losses


Six months ended
                  
                  
                  Six months ended
                  
                  
                  Year endedJune 30,
                  
                  
                  June 30,
                  
                  
                  December 31,2010
                  
                  
                  2009
                  
                  
                  2009Balance
      at beginning of year
                  
                  $
                  2,845,364
                  
                  
                  $
                  2,001,739
                  
                  
                  $
                  2,001,739Loan
      losses:Commercial
                  
                  
                  71,965
                  
                  
                  
                  283,373
                  
                  
                  
                  290,126Mortgages
                  
                  
                  710,728
                  
                  
                  
                  254,776
                  
                  
                  
                  490,049Consumer
                  
                  
                  27,999
                  
                  
                  
                  28,769
                  
                  
                  
                  157,367Total
      loan losses
                  
                  
                  810,692
                  
                  
                  
                  566,918
                  
                  
                  
                  937,542Recoveries
      on loans previously charged offCommercial
                  
                  
                  2,050
                  
                  
                  
                  6,281
                  
                  
                  
                  47,501Mortgages
                  
                  
                  73
                  
                  
                  
                  3,207
                  
                  
                  
                  3,207Consumer
                  
                  
                  14,155
                  
                  
                  
                  3,473
                  
                  
                  
                  4,459Total
      loan recoveries
                  
                  
                  16,278
                  
                  
                  
                  12,961
                  
                  
                  
                  55,167Net
      loan losses
                  
                  
                  794,414
                  
                  
                  
                  553,957
                  
                  
                  
                  882,375Provision
      for loan losses charged to expense
                  
                  
                  1,500,000
                  
                  
                  
                  855,000
                  
                  
                  
                  1,726,000Balance
      at end of year
                  
                  $
                  3,550,950
                  
                  
                  $
                  2,302,782
                  
                  
                  $
                  2,845,364Allowance
      for loan losses to gross loans outstanding at end of
period
                  
                  
                  1.67
                  %
                  
                  
                  1.10
                  %
                  
                  
                  1.38
                  %





Management believes it has identified
and charged off all significant losses in the loan portfolio but there can be no
assurance that additional losses will not occur in future
periods.  The ratio of the allowance for loan losses to loans
outstanding has increased due to the economic conditions being felt in our
market area.





As a result of management's ongoing
review of the loan portfolio, loans are classified as nonaccrual when it is not
reasonable to expect collection of interest under the original
terms.  These loans are classified as nonaccrual even though the
presence of collateral or the borrower's financial strength may be sufficient to
provide for ultimate repayment.  Interest on nonaccrual loans is
recognized only when received. A loan is generally placed in nonaccrual status
when it is specifically determined to be impaired and it becomes 90 days or more
past due. When a loan is placed in nonaccrual status, all interest that had been
accrued on the loan but remains unpaid is reversed and deducted from earnings as
a reduction of reported interest income.  No additional interest is
accrued on the loan balance until the collection of both principal and interest
becomes reasonably certain.


21





The Company had loans past due 90
days or more, including nonaccrual loans, of $6,967,856 and $8,631,961 at June
30, 2010 and December 31, 2009, respectively.  These loans are
detailed below:





Risk
Elements of Loan Portfolio


June 30, 2010
                  
                  
                  December 31, 2009Nonaccrual
      LoansCommercial
                  
                  $
                  460,767
                  
                  
                  $
                  485,579Mortgage
                  
                  
                  2,081,738
                  
                  
                  
                  1,898,607Consumer
                  
                  
                  0
                  
                  
                  
                  02,542,505
                  
                  
                  
                  2,384,186





Accruing
      Loans Past Due 90 Days or MoreCommercial
                  
                  
                  114,113
                  
                  
                  
                  168,020Mortgage
                  
                  
                  4,254,867
                  
                  
                  
                  6,055,484Consumer
                  
                  
                  56,371
                  
                  
                  
                  24,2714,425,351
                  
                  
                  
                  6,247,775$
                  6,967,856
                  
                  
                  $
                  8,631,961





Gross interest income of $80,941 for
the first half of 2010, $81,889 for fiscal year 2009 and $12,904 for the first
half of 2009 would have been recorded if nonaccrual loans had been current and
performing in accordance with their original terms.  Interest actually
recorded on such loans was $253 for the first half of 2010, $25,918 for fiscal
year 2009 and $18,236 for the first half of 2009.





Loans are
classified as impaired when the collection of contractual obligations, including
principal and interest, is doubtful.  Management believes it has
identified all significant impaired loans as of June 30, 2010 and has made the
appropriate charge to the Bank’s loan loss reserve.





Deposits
and Other Interest-Bearing Liabilities





Average interest-bearing deposits
increased $18,544,425 or 13.70% to $153,881,069 for the six months ended June
30, 2010, from $135,336,644 for the same period in 2009.  Average
noninterest-bearing deposits increased $3,063,427 or 9.39% to $35,672,397 for
the six months ended June 30, 2010, from $32,608,970 for the same period in
2009.  Average total deposits have increased 12.87% or $21,607,852 to
$189,553,466 for the six months ended June 30, 2010 from $167,945,614 for the
same period in 2009.  Borrowings, primarily from the FHLB of Atlanta
to fund loan demand, decreased to $26,000,000 from $28,000,000 at December 31,
2009, a decrease of 7.14%.





Deposits,
particularly core deposits, have been our primary source of funding and have
enabled us to meet both our short-term and long-term liquidity
needs.  Management anticipates that deposits will grow and continue to
be our primary source of funding for the foreseeable future.  It
should be noted, however, that investor confidence in alternatives to deposit
accounts, which may pay yields that are higher than those paid on deposits,
typically increases when the economy and stock markets perform
well.  Increased investor confidence in nondeposit investment products
in future periods would likely have an adverse impact on our deposit
growth.  In addition, changes in governmental monetary policy,
especially interest rates, may impact our ability to attract and retain
deposits.


22





Short-Term
Borrowings




The following table sets forth our
position with respect to short-term borrowings for June 30, 2010 and December 31
2009.





June
      30, 2010
                        
                        
                        December
      31, 2009Amount
                        
                        Rate
                        
                        
                        Amount
                        
                        RateFederal
      Home Loan Bank (daily re-price)
                        
                        $
                        0
                        
                        
                        -
                        %
                        
                        $
                        0
                        
                        
                        .00
                        %Retail
      Repurchase Agreements
                        
                        
                        2,744,268
                        
                        
                        .90
                        %
                        
                        
                        2,917,339
                        
                        
                        .36
                        %Federal
      Funds Borrowed
                        
                        
                        0
                        
                        
                        -
                        %
                        
                        
                        0
                        
                        
                        .00
                        %Total
                        
                        $
                        2,744,268
                        
                        
                        
                        
                        
                        $
                        2,129,539





We may borrow up to approximately 30%
of total assets from the FHLB of Atlanta through any combination of notes or
line of credit advances.  Both the notes payable and the line of
credit are secured by a floating lien on all of our real estate mortgage
loans.  The Bank was required to purchase shares of capital stock in
the FHLB of Atlanta as a condition to obtaining the line of credit.





We provide collateral of 105% of the
repurchase agreement balances by pledging U.S. Government Agency
securities.





As of
June 30, 2010, the Bank had lines of credit of $13,650,000 in unsecured
overnight federal funds and $5,500,000 in secured overnight federal funds with
correspondent banks.





Liquidity
and Capital Resources





Liquidity describes our ability to meet
financial obligations that arise out of the ordinary course of business.
Liquidity is needed primarily to fund loans, meet depositor withdrawal
requirements, and fund current and planned expenditures.  The Company derives
liquidity through increased customer deposits, maturities in the investment
portfolio, loan repayments and income from earning assets.  To the extent that
deposits are not adequate to fund customer loan demand, liquidity needs can be
met in the short-term funds markets through lines of credit totaling $19,150,000
from correspondent banks, namely, the Community Bank and M & T Bank.  The
Bank is also a member of the FHLB of Atlanta, which provides another source of
liquidity through a secured line of credit in the amount of $41,346,611 of which
$26,000,000 has been advanced as of June 30, 2010.  There were no short-term
borrowings at June 30, 2010 or December 31, 2009 with the FHLB of Atlanta.  We
also have the ability to borrow secured funds through the Federal Reserve’s
Discount window as necessary.





Bank regulatory agencies have adopted
various capital standards, including risk-based capital standards, that apply to
financial institutions like the Company.  The primary objectives of
the risk-based capital framework are to provide a more consistent system for
comparing capital positions of financial institutions and to take into account
the different risks among financial institutions’ assets and off-balance sheet
items.





Risk-based capital standards have been
supplemented with requirements for a minimum Tier 1 capital to assets ratio
(leverage ratio).  In addition, regulatory agencies consider the
published capital levels as minimum levels and may require a financial
institution to maintain capital at higher levels.  A comparison of the
Company’s capital ratios as of June 30, 2010 to the minimum ratios required by
federal banking regulators is presented below.


23





Minimum
                  
                  
                  To be wellActual
                  
                  
                  Requirements
                  
                  
                  capitalizedTier
      1 risk-based capital
                  
                  
                  13.77
                  %
                  
                  
                  4.00
                  %
                  
                  
                  6.00
                  %Total
      risk-based capital
                  
                  
                  15.03
                  %
                  
                  
                  8.00
                  %
                  
                  
                  10.00
                  %Leverage
      ratio
                  
                  
                  11.12
                  %
                  
                  
                  4.00
                  %
                  
                  
                  5.00
                  %





Item
3.               Quantitative
and Qualitative Disclosures About Market Risk.





The Company is a “smaller reporting
company” and is not required to include the information required by this
item.





Item
4.               Controls
and Procedures.





We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in the reports that Peoples Bancorp, Inc. files under the Securities and
Exchange Act of 1934 with the Securities and Exchange Commission, such as this
quarterly report, is recorded, processed, summarized and reported within the
time periods specified in those rules and forms, and that such information is
accumulated and communicated to management, including the President and Chief
Executive Officer (the “CEO”), who also serves as the Chief Financial Officer
(the “CFO”), to allow for timely decisions regarding required
disclosure.  A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.  The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.





An evaluation of the effectiveness of
these disclosure controls was carried out as of June 30, 2010 under the
supervision and with the participation of management, including the
CEO.  Based on that evaluation, the Company’s management, including
the CEO, has concluded that our disclosure controls and procedures are, in fact,
effective at the reasonable assurance level.





During the second quarter of 2010,
there was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our control
over financial reporting.





PART
II - OTHER INFORMATION




Item
1.               Legal
Proceedings.





None.


24


Item
1A.            Risk
Factors.





The risks and uncertainties to which
our Company’s financial condition and operations are subject are discussed in
detail in Item 1A of Part I of the Annual Report of Peoples Bancorp, Inc. on
Form 10-K for the year ended December 31, 2009.  Management does not
believe that any material changes in these risk factors have occurred since
December 31, 2009 except as follows:





TheDodd-Frank Wall Street Reform and Consumer Protection Act may
affect our business activities, financial position and profitability by
increasing our regulatory compliance burden and associated costs, placing
restrictions on certain products and services, and limiting our future capital
raising strategies.





On July 21, 2010, the President signed
into law theDodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”), which implements significant changes in
the financial regulatory landscape and will impact all financial institutions,
including Peoples Bancorp, Inc. and the Bank.  The Dodd-Frank Act is
likely to increase our regulatory compliance burden.  It is too early,
however, for us to assess the full impact that the Dodd-Frank Act may have on
our business, financial condition or results of operations.  Many of
the Dodd-Frank Act’s provisions require subsequent regulatory
rulemaking.





The Dodd-Frank Act’s significant
regulatory changes include the creation of a new financial consumer protection
agency, known as the Bureau of Consumer Financial Protection (the “Bureau”),
that is empowered to promulgate new consumer protection regulations and revise
existing regulations in many areas of consumer compliance, which will increase
our regulatory compliance burden and costs and may restrict the financial
products and services we offer to our customers.  Moreover, the
Dodd-Frank Act permits states to adopt stricter consumer protection laws and
states’ attorneys general may enforce consumer protection rules issued by the
Bureau. The Dodd-Frank Act also imposes more stringent capital requirements on
bank holding companies by, among other things, imposing leverage ratios on bank
holding companies and prohibiting new trust preferred issuances from counting as
Tier 1 capital.  These restrictions may limit our future capital
strategies.  The Dodd-Frank Act also increases regulation of
derivatives and hedging transactions, which could limit our ability to enter
into, or increase the costs associated with, interest rate and other hedging
transactions.





Although certain provisions of the
Dodd-Frank Act, such as direct supervision by the Bureau, will not apply to
banking organizations with less than $10 billion of assets, such as Peoples
Bancorp, Inc. and the Bank, the changes resulting from the legislation will
impact our business.  These changes will require us to invest
significant management attention and resources to evaluate and make necessary
changes.





We are currently in the process of
evaluating this regulatory change, but have not fully quantified the full
impact.





Recent
amendments to the FRB’s Regulation E may negatively impact our non-interest
income.




On November 12, 2009, the Board of
Governors of the Federal Reserve System announced the final rules amending
Regulation E that prohibit financial institutions from charging fees to
consumers for paying overdrafts on automated teller machine and one-time debit
card transactions, unless a consumer consents, or opts-in,to
the overdraft service for those types of transactions.  Compliance
with this regulation is effective July 1, 2010 for new consumer accounts and
August 15, 2010 for existing consumer accounts.  The impact that these
new rules will have on us is unknown at this time, but they do have the
potential to reduce our non-interest income and this reduction could be
material.


25





Item
2.               Unregistered
Sales of Equity Securities and Use of Proceeds.





None.





Item
3.               Defaults
Upon Senior Securities.




Not applicable.





Item
4.               (Removed
and Reserved).





Item
5.               Other
Information.





None.





Item
6.               Exhibits.





The exhibits filed or furnished with
this report are listed in the Exhibit Index that immediately follows the
signatures, which Index is incorporated herein by reference.





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has causedthis report to be signed
on its behalf by the undersigned thereunto duly authorized.





PEOPLES
      BANCORP, INC.Date:  August
      11, 2010
                        By:
                        /s/Thomas G. StevensonThomas
      G. StevensonPresident/Chief
      Executive Officer&
      Chief Financial
Officer




26


EXHIBIT
INDEX





Exhibit No.
              
              Description31.1
              
              Certifications
      of the CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (filed herewith)32.1
              
              Certifications
      of the CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (furnished herewith)




27