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 March 31,
2010





o
            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 o





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  o No o (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 o
                    
                    Accelerated
      filer oNon-accelerated
      filer o
                    
                    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 o 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 May 1, 2010







PEOPLES
BANCORP, INC.




FORM
10-Q


INDEX





PagePart
      I – Financial InformationItem
      1.
                                      Financial
      Statements
                                      3Consolidated
      Balance Sheets at March 31, 2010 (unaudited)  and December 31,
      2009
                                      3Consolidated
      Statements of Income (unaudited) for the three months  ended
      March 31, 2010 and 2009
                                      4Consolidated
      Statements of Changes in Stockholders’ Equity (unaudited)  for
      the three months ended March 31, 2010 and 2009
                                      5Consolidated
      Statements of Cash Flows (unaudited) for the three months  ended
      March 31, 2010 and 2009
                                      6-7Notes
      to Financial Statements (unaudited)
                                      8-13Item
      2.
                                      Management’s
      Discussion and Analysis of Financial Condition  and Results of
      Operations
                                      14-23Item
      3.
                                      Quantitative
      and Qualitative Disclosures About Market Risk.
                                      23Item
      4T.
                                      Controls
      and Procedures
                                      23Part
      II – Other InformationItem
      1.
                                      Legal
      Proceedings
                                      23Item
      1A.
                                      Risk
      Factors
                                      23Item
      2.
                                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                                      24Item
      3.
                                      Defaults
      Upon Senior Securities
                                      24Item
      4.
                                      (Removed
      and Reserved)
                                      24Item
      5.
                                      Other
      Information
                                      24Item
      6.
                                      Exhibits
                                      24Signatures
                                      24Exhibit
      Index
                                      25


- 2
-




PART
I - FINANCIAL INFORMATION





Item
      1.
            Financial
      Statements.





PEOPLES
      BANCORP, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSMarch
      31,
                          
                          
                          December,
      312010
                          
                          
                          2009(unaudited)ASSETSCash
      and due from banks
                          
                          $
                          9,613,294
                          
                          
                          $
                          15,988,739Federal
      funds sold
                          
                          
                          1,015,000
                          
                          
                          
                          7,015,811Cash
      and cash equivalents
                          
                          
                          10,628,294
                          
                          
                          
                          23,004,550Securities
      available for sale
                          
                          
                          7,018,240
                          
                          
                          
                          3,027,700Securities
      held to maturity (approximate fair value of $8,716,173 and
      $10,312,156)
                          
                          
                          8,564,679
                          
                          
                          
                          10,063,376Federal
      Home Loan Bank & Community Bankers Bank stock, at cost
                          
                          
                          2,401,200
                          
                          
                          
                          2,401,200Loans,
      less allowance for loan losses of $2,699,638 and
$2,845,364
                          
                          
                          206,092,771
                          
                          
                          
                          203,899,678Premises
      and equipment
                          
                          
                          6,507,257
                          
                          
                          
                          6,521,504Goodwill
      and intangible assets
                          
                          
                          654,742
                          
                          
                          
                          671,660Accrued
      interest receivable
                          
                          
                          1,268,704
                          
                          
                          
                          1,450,155Deferred
      income taxes
                          
                          
                          1,277,787
                          
                          
                          
                          1,277,611Foreclosed
      real estate
                          
                          
                          1,335,000
                          
                          
                          
                          1,335,000Other
      assets
                          
                          
                          1,639,954
                          
                          
                          
                          1,814,991Total
      Assets
                          
                          $
                          247,388,628
                          
                          
                          $
                          255,467,425LIABILITIES
      AND STOCKHOLDERS' EQUITYDepositsNon-interest
      bearing
                          
                          $
                          35,539,813
                          
                          
                          $
                          36,951,197Interest-bearing
                          
                          
                          152,950,402
                          
                          
                          
                          156,299,711188,490,215
                          
                          
                          
                          193,250,908Securities
      sold under repurchase agreements
                          
                          
                          1,621,597
                          
                          
                          
                          2,917,339Federal
      Home Loan Bank advances
                          
                          
                          26,000,000
                          
                          
                          
                          28,000,000Accrued
      interest payable
                          
                          
                          335,403
                          
                          
                          
                          439,410Other
      liabilities
                          
                          
                          2,002,091
                          
                          
                          
                          1,970,020218,449,306
                          
                          
                          
                          226,577,677Stockholders'
      equityCommon
      stock, par value $10 per share;1,000,000
      shares authorizes;issued
      and outstanding 779,512 shares atMarch
      31, 2010 and at December 31, 2009
                          
                          
                          7,795,120
                          
                          
                          
                          7,795,120Additional
      paid-in capital
                          
                          
                          2,920,866
                          
                          
                          
                          2,920,866Retained
      earnings
                          
                          
                          18,915,875
                          
                          
                          
                          18,865,39929,631,861
                          
                          
                          
                          29,581,385Accumulated
      other comprehensive income (loss)Unrealized
      gain(loss) on available for sale securities
                          
                          
                          2,685
                          
                          
                          
                          3,587Unfunded
      liability of defined benefit plan
                          
                          
                          (695,224
                          )
                          
                          
                          (695,224
                          )28,939,322
                          
                          
                          
                          28,889,748Total
      Liabilities and Stockholders' Equity
                          
                          $
                          247,388,628
                          
                          
                          $
                          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 March 31,2010
                  
                  
                  2009Interest
      and dividend revenueLoans,
      including fees
                  
                  $
                  3,219,351
                  
                  
                  $
                  3,442,891U.S.
      government agency securities
                  
                  
                  108,470
                  
                  
                  
                  152,193Deposit
      in other banks
                  
                  
                  5
                  
                  
                  
                  24Federal
      funds sold
                  
                  
                  696
                  
                  
                  
                  2,020Equity
      securities
                  
                  
                  1,593
                  
                  
                  
                  -Total
      interest and dividend revenue
                  
                  
                  3,330,115
                  
                  
                  
                  3,597,128Interest
      expenseDeposits
                  
                  
                  739,813
                  
                  
                  
                  748,530Borrowed
      funds
                  
                  
                  245,149
                  
                  
                  
                  444,123Total
      interest expense
                  
                  
                  984,962
                  
                  
                  
                  1,192,653Net
      interest income
                  
                  
                  2,345,153
                  
                  
                  
                  2,404,475Provision
      for loan losses
                  
                  
                  475,000
                  
                  
                  
                  430,000Noninterest
      revenueService
      charges on deposit accounts
                  
                  
                  214,802
                  
                  
                  
                  226,139Insurance
      commissions
                  
                  
                  333,608
                  
                  
                  
                  476,675Other
      noninterest revenue
                  
                  
                  64,190
                  
                  
                  
                  119,991Total
      noninterest revenue
                  
                  
                  612,600
                  
                  
                  
                  822,805Noninterest
      expenseSalaries
      and employee benefits
                  
                  
                  1,065,009
                  
                  
                  
                  1,101,156Occupancy
                  
                  
                  127,715
                  
                  
                  
                  117,514Furniture
      and equipment
                  
                  
                  89,155
                  
                  
                  
                  77,692Other
      operating
                  
                  
                  572,673
                  
                  
                  
                  466,493Total
      noninterest expense
                  
                  
                  1,854,552
                  
                  
                  
                  1,762,855Income
      before income taxes
                  
                  
                  628,201
                  
                  
                  
                  1,034,425Income
      taxes
                  
                  
                  226,945
                  
                  
                  
                  391,103Net
      income
                  
                  $
                  401,256
                  
                  
                  $
                  643,322Earnings
      per common share - basic and diluted
                  
                  $
                  0.51
                  
                  
                  $
                  0.83





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


- 4
-





PEOPLES
      BANCORP, INC. AND SUBSIDIARIESConsolidated Statements of Changes in
      Stockholders’ Equity
(unaudited)





THREE
MONTHS ENDED MARCH 31, 2010 and 2009





AccumulatedAdditional
                            
                            
                            
                            
                            
                            otherpaid-in
                            
                            
                            Retained
                            
                            
                            comprehensive
                            
                            
                            ComprehensivePar value
                            
                            
                            capital
                            
                            
                            earnings
                            
                            
                            income
                            
                            
                            incomeBalance,
      December 31, 2008
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,370,797
                            
                            
                            $
                            (643,859
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            643,322
                            
                            
                            
                            -
                            
                            
                            $
                            643,322Unrealized
      gain on investmentsecurities
      available for sale net of income taxes of $15,034
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (23,894
                            )
                            
                            
                            (23,894
                            )Comprehensive
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            619,428Cash
      dividend, $.44 per share
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (342,985
                            )
                            
                            
                            -Balance,
      March 31, 2009
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,671,133
                            
                            
                            $
                            (667,753
                            )Balance,
      December 31, 2009
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,865,399
                            
                            
                            $
                            (691,637
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            401,256
                            
                            
                            
                            -
                            
                            
                            $
                            401,256Unrealized
      gain on investmentsecurities
      available for sale net of income taxes of $587
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (902
                            )
                            
                            
                            (902
                            )Comprehensive
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            400,354Cash
      dividend, $.45 per share
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (350,780
                            )
                            
                            
                            -Balance,
      March 31, 2010
                            
                            $
                            7,795,120
                            
                            
                            $
                            2,920,866
                            
                            
                            $
                            18,915,875
                            
                            
                            $
                            (692,539
                            )





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 three months ended March 31,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                
                $
                3,548,116
                
                
                $
                3,901,468Fees
      and commissions received
                
                
                612,600
                
                
                
                806,659Cash
      paid to suppliers and employees
                
                
                (1,546,735
                )
                
                
                (546,909
                )Interest
      paid
                
                
                (1,088,969
                )
                
                
                (1,203,674
                )Taxes
      paid
                
                
                (226,534
                )
                
                
                (679,680
                )1,298,478
                
                
                
                2,277,864CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for premises, equipment, and software
                
                
                (69,544
                )
                
                
                (54,294
                )Loans
      made, net of principal collected
                
                
                (2,694,290
                )
                
                
                3,902,205Proceeds
      from sale of foreclosed real estate
                
                
                0
                
                
                
                83,144Proceeds
      from maturities and calls of securitiesAvailable
      for sale
                
                
                0
                
                
                
                1,000,000Held
      to maturity
                
                
                1,500,188
                
                
                
                1,000,179Purchase
      of securities available for sale
                
                
                (4,003,873
                )
                
                
                0Purchase
      of securities held to maturity
                
                
                0
                
                
                
                (1,000,000
                )Acquisition
      of Insurance agency, net
                
                
                0
                
                
                
                (25,344
                )Redemption
      of FHLB stock, net of purchases
                
                
                0
                
                
                
                152,800(5,267,519
                )
                
                
                5,058,690CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) inTime
      deposits
                
                
                1,041,256
                
                
                
                3,735,050Other
      deposits
                
                
                (5,801,949
                )
                
                
                (1,573,671
                )Securities
      sold under repurchase agreements
                
                
                (1,295,742
                )
                
                
                (252,097
                )Advances
      under (repayments of) notes payable, net
                
                
                (2,000,000
                )
                
                
                (1,000,000
                )Repayments
      of other borrowings
                
                
                0
                
                
                
                (28,811
                )Dividends
      paid
                
                
                (350,780
                )
                
                
                (342,985
                )(8,407,215
                )
                
                
                537,486NET
      INCREASE (DECREASE) IN CASH
                
                
                (12,376,256
                )
                
                
                7,874,040CASH
      AND EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                23,004,550
                
                
                
                7,686,815CASH
      AND EQUIVALENTS AT END OF PERIOD
                
                $
                10,628,294
                
                
                $
                15,560,855


- 6
-


PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated
Statements of Cash Flows, Continued (unaudited)




For
      the three months ended March 31,2010
                
                
                2009RECONCILIATION
      OF NET INCOME TO NET CASH PROVIDEDFROM
      OPERATING ACTIVITIESNet
      income
                
                $
                401,256
                
                
                $
                643,322ADJUSTMENTSDepreciation
      and amortization
                
                
                83,791
                
                
                
                82,088Provision
      for loan losses
                
                
                475,000
                
                
                
                430,000Deferred
      income taxes
                
                
                411
                
                
                
                0Amortization
      of intangible assets
                
                
                16,918
                
                
                
                15,862Security
      discount accretion, net of premium amortization
                
                
                10,353
                
                
                
                (6,265
                )Gain
      of sale of foreclosed real estate
                
                
                0
                
                
                
                (16,145
                )Decrease
      (increase) inAccrued
      interest receivable
                
                
                181,451
                
                
                
                297,948Income
      Tax refund receivable
                
                
                0
                
                
                
                (288,577
                )Other
      assets
                
                
                175,037
                
                
                
                1,033,214Increase
      (decrease) inDeferred
      origination fees and costs, net
                
                
                26,197
                
                
                
                12,657Accrued
      interest payable and other liabilities
                
                
                (104,007
                )
                
                
                (11,022
                )Other
      Liabilities
                
                
                32,071
                
                
                
                84,782$
                1,298,478
                
                
                $
                2,277,864





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


- 7
-




Peoples
Bancorp, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements





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
months ended March 31, 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 May 14,
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
three months ended March 31, 2010 and 2009, total comprehensive income, net of
taxes, was $400,354 and $619,428, 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 March 31, 2010 and December 31,
2009.





At March 31, 2010
                    
                    
                    December 31, 2009Check
      loan lines of credit
                    
                    $
                    504,347
                    
                    
                    $
                    502,887Mortgage
      lines of credit
                    
                    
                    8,441,296
                    
                    
                    
                    11,202,534Other
      lines of credit
                    
                    
                    16,464,396
                    
                    
                    
                    16,776,329Un-disbursed
      construction loan commitments
                    
                    
                    1,635,764
                    
                    
                    
                    933,503Standby
      letters of credit
                    
                    $
                    3,467,200
                    
                    
                    $
                    3,761,110





5.
              Earnings
      Per Share





Earnings
per common share is derived by dividing net income by the weighted average
number of shares of common stock outstanding of 779,512 for the three-month
periods ended March 31, 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 three months ended March 31, 2010 and 2009, the Bank recognized net periodic
costs for this plan of $76,342 and $77,648, respectively.  The Bank
contributed $67,571 to the plan during the first quarter of 2010, compared to no
contribution during the same period 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 three months ended March
                            31, 2010
                          
                          Community
                            banking
                          
                          
                          Insurance
                            products
                            and services
                          
                          
                          Intersegment
                            Transactions
                          
                          
                          Consolidated
                            TotalNet
      interest income
                          
                          $
                          2,344,762
                          
                          
                          $
                          391
                          
                          
                          $
                          0
                          
                          
                          $
                          2,345,153Provision
      for loan losses
                          
                          
                          475,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          475,000Net
      interest income after provision
                          
                          
                          1,869,762
                          
                          
                          
                          391
                          
                          
                          
                          0
                          
                          
                          
                          1,870,153Noninterest
      revenue
                          
                          
                          278,364
                          
                          
                          
                          334,236
                          
                          
                          
                          0
                          
                          
                          
                          612,600Noninterest
      expense
                          
                          
                          1,652,554
                          
                          
                          
                          201,998
                          
                          
                          
                          0
                          
                          
                          
                          1,854,552Income
      before income taxes
                          
                          
                          495,572
                          
                          
                          
                          132,629
                          
                          
                          
                          0
                          
                          
                          
                          628,201Income
      taxes
                          
                          
                          174,496
                          
                          
                          
                          52,499
                          
                          
                          
                          0
                          
                          
                          
                          226,995Net
      income
                          
                          $
                          321,076
                          
                          
                          $
                          80,130
                          
                          
                          $
                          0
                          
                          
                          $
                          401,206Average
      assets
                          
                          $
                          251,003,285
                          
                          
                          $
                          1,780,331
                          
                          
                          $
                          (3,093,976
                          )
                          
                          $
                          249,689,640





For the three months ended March
                        31, 2009
                      
                      Community
                        banking
                      
                      
                      Insurance
                        products
                        and services
                      
                      
                      Intersegment
                        Transactions
                      
                      
                      Consolidated
                        TotalNet
      interest income
                      
                      $
                      2,407,134
                      
                      
                      $
                      -2,659
                      
                      
                      $
                      0
                      
                      
                      $
                      2,404,475Provision
      for loan losses
                      
                      
                      430,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      430,000Net
      interest income after provision
                      
                      
                      1,977,134
                      
                      
                      
                      -2,659
                      
                      
                      
                      0
                      
                      
                      
                      1,974,475Noninterest
      revenue
                      
                      
                      343,530
                      
                      
                      
                      479,275
                      
                      
                      
                      0
                      
                      
                      
                      822,805Noninterest
      expense
                      
                      
                      1,542,849
                      
                      
                      
                      220,006
                      
                      
                      
                      0
                      
                      
                      
                      1,762,855Income
      before income taxes
                      
                      
                      777,815
                      
                      
                      
                      256,610
                      
                      
                      
                      0
                      
                      
                      
                      1,034,425Income
      taxes
                      
                      
                      289,883
                      
                      
                      
                      101,220
                      
                      
                      
                      0
                      
                      
                      
                      391,103Net
      income
                      
                      $
                      487,932
                      
                      
                      $
                      155,390
                      
                      
                      $
                      0
                      
                      
                      $
                      643,322Average
      assets
                      
                      $
                      249,672,624
                      
                      
                      $
                      1,689,292
                      
                      
                      $
                      (444,445
                      )
                      
                      $
                      250,917,471





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 March 31, 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
                      
                      $
                      7,018,240
                      
                      
                      $
                      7,018,240
                      
                      
                      $
                      -
                      
                      
                      $
                      -





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 fair value adjustments in certain
circumstances (for example, when there is evidence of reduced property
value).  Financial assets and liabilities measured a fair value on a
non-recurring basis during the three months ended March 31, 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 three months ended
March 31, 2010 are as follows.


- 11
-





Total
                  
                  
                  (Level 1)
                  
                  
                  (Level 2)
                  
                  
                  (Level 3)Foreclosed
      real estate
                  
                  $
                  1,335,000
                  
                  
                  $
                  -
                  
                  
                  $
                  1,335,000
                  
                  
                  $
                  -





During
the first three 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 March 31, 2010 and
December 31, 2009 is set forth in the following table:





March 31, 2010
                
                
                December 31, 2009Carrying
                
                
                Fair
                
                
                Carrying
                
                
                Fairamount
                
                
                value
                
                
                amount
                
                
                valueFinancial
      assetsCash
      and due from banks
                
                $
                9,613,294
                
                
                $
                9,613,294
                
                
                $
                15,988,739
                
                
                $
                15,988,739Federal
      funds sold
                
                
                1,015,000
                
                
                
                1,015,000
                
                
                
                7,015,811
                
                
                
                7,015,811Investment
      securities (total)
                
                
                15,582,919
                
                
                
                15,734,413
                
                
                
                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
                
                
                206,092,771
                
                
                
                206,576,170
                
                
                
                203,899,678
                
                
                
                204,083,903Accrued
      interest receivable
                
                
                1,268,704
                
                
                
                1,268,704
                
                
                
                1,450,155
                
                
                
                1,450,155Financial
      liabilitiesNoninterest-bearing
      deposits
                
                $
                35,539,813
                
                
                $
                35,539,813
                
                
                $
                36,951,197
                
                
                $
                36,951,197Interest-bearing
      deposits
                
                
                152,950,402
                
                
                
                156,726,725
                
                
                
                156,299,711
                
                
                
                160,895,134Short-term
      borrowings
                
                
                1,621,597
                
                
                
                1,621,597
                
                
                
                2,917,339
                
                
                
                2,917,339Federal
      Home LoanBank
      advances
                
                
                26,000,000
                
                
                
                27,025,812
                
                
                
                28,000,000
                
                
                
                28,457,862Accrued
      interest payable
                
                
                335,403
                
                
                
                335,403
                
                
                
                439,410
                
                
                
                439,410


- 12
-


9.
            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 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.


- 13
-




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. and its subsidiaries.





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.


- 14
-





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.


- 15
-





RESULTS
OF OPERATIONS





General





For the three-month period ended March
31, 2010, the Company reported net income of $401,256 or $0.51 per share,
compared to $643,322 or $0.83 per share for the same period of 2009, which
represents a decrease of $242,066 or 37.63%.  This decrease resulted
primarily from a decrease in net interest income, insurance contingency sales
commissions, and other income.   Additional funding of the loan
loss reserve and increased other expenses contributed to the decrease as
well.  If earned, the Insurance Agency receives its annual contingency
sales commissions, which constitutes noninterest revenue, during the first
quarter of the year.  Accordingly, it is important to consider the
timing of this revenue when comparing noninterest revenue for the first quarter
of a year to any other quarter of the year.





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 three-month period ended March 31, 2010 was 4.29%,
compared to 4.22% 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 March 31, 2010 was $2,345,153, which represents a decrease of
$59,322 or 2.47% over net interest income for the same period of
2009.  The primary contributor to this decrease was the reduction in
interest earning assets.





Interest revenue for the three months
ended March 31, 2010 totaled $3,330,115, compared to $3,597,128 for the same
period last year, representing a decrease of $267,013 or 7.42%.  We
have experienced a $223,540 decrease in interest earned on loans as a direct
result of our average loan balances decreasing by $8,032,148 (net of the
allowance for loan losses) when compared to the first three months of
2009.  Additionally, there was a decrease of income on U. S.
Government Agency securities for the first three months of 2010 of $43,723 over
the same time period in 2009.





Interest expense for the three-month
period ended March 31, 2010 totaled $984,962, compared to $1,192,653 for the
same period last year, representing an decrease of $207,691 or
17.41%.  Deposits were $188,490,215 at March 31, 2010, compared to
$193,250,908 at December 31, 2009 and $167,899,952 at March of
2009.  The Company decreased its FHLB borrowings during the first
quarter of 2010 from $28,000,000 at December 31, 2009 to $26,000,000 at March
31, 2010.  FHLB borrowings at March 31, 2009 were
$42,000,000.  As a result, interest expense on borrowed funds for the
first quarter of 2010 dropped $198,974 when compared to the three months ended
March 31, 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.


- 16
-





A table of the Company’s average
balances, interest and yields follows.





Average
Balances, Interest, and Yield


For
      the Quarter Ended
                    March
      31, 2010
                  
                  
                  For
      the Quarter Ended
                    March
      31, 2009Average
                  
                  
                  
                  
                  
                  
                  
                  
                  AverageBalance
                  
                  
                  Interest
                  
                  
                  Yield
                  
                  
                  Balance
                  
                  
                  Interest
                  
                  
                  YieldAssetsFederal
      funds sold
                  
                  $
                  2,323,879
                  
                  
                  $
                  696
                  
                  
                  
                  0.12
                  %
                  
                  $
                  4,036,172
                  
                  
                  $
                  2,020
                  
                  
                  
                  0.20
                  %Interest-bearing
      deposits
                  
                  
                  49,293
                  
                  
                  
                  5
                  
                  
                  
                  0.04
                  %
                  
                  
                  64,448
                  
                  
                  
                  25
                  
                  
                  
                  0.16
                  %Investment
      securities:U.  S.  government
      agency
                  
                  
                  14,668,105
                  
                  
                  
                  113,723
                  
                  
                  
                  3.14
                  %
                  
                  
                  13,563,914
                  
                  
                  
                  159,561
                  
                  
                  
                  4.77
                  %Other
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  %
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  %FHLB
      of Atlanta Stock
                  
                  
                  2,401,200
                  
                  
                  
                  1,670
                  
                  
                  
                  0.28
                  %
                  
                  
                  2,396,500
                  
                  
                  
                  0
                  
                  
                  
                  0
                  %Total
      investment securities
                  
                  
                  17,069,305
                  
                  
                  
                  115,393
                  
                  
                  
                  2.74
                  %
                  
                  
                  15,960,414
                  
                  
                  
                  159,561
                  
                  
                  
                  4.05
                  %Loans:Demand
      and time
                  
                  
                  26,380,179
                  
                  
                  
                  385,582
                  
                  
                  
                  5.93
                  %
                  
                  
                  39,905,289
                  
                  
                  
                  597,277
                  
                  
                  
                  6.07
                  %Mortgage
                  
                  
                  175,474,292
                  
                  
                  
                  2,751,427
                  
                  
                  
                  6.36
                  %
                  
                  
                  171,556,117
                  
                  
                  
                  2,783,311
                  
                  
                  
                  6.58
                  %Installment
                  
                  
                  6,524,397
                  
                  
                  
                  110,197
                  
                  
                  
                  6.85
                  %
                  
                  
                  3,986,675
                  
                  
                  
                  79,500
                  
                  
                  
                  8.09
                  %Total
      loans
                  
                  
                  208,378,868
                  
                  
                  
                  3,247,206
                  
                  
                  
                  6.32
                  %
                  
                  
                  215,448,081
                  
                  
                  
                  3,460,088
                  
                  
                  
                  6.51
                  %Allowance
      for loan losses
                  
                  
                  2,895,878
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,932,944Total
      loans, net of allowance
                  
                  
                  205,482,990
                  
                  
                  
                  3,247,206
                  
                  
                  
                  6.41
                  %
                  
                  
                  213,515,137
                  
                  
                  
                  3,460,088
                  
                  
                  
                  6.57
                  %Total
      interest-earning assets
                  
                  
                  224,925,467
                  
                  
                  
                  3,363,300
                  
                  
                  
                  6.06
                  %
                  
                  
                  233,576,171
                  
                  
                  
                  3,621,694
                  
                  
                  
                  6.29
                  %Non-interest-bearing
      cash
                  
                  
                  11,750,199
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,738,078Premises
      and equipment
                  
                  
                  6,523,920
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  6,469,281Other
      assets
                  
                  
                  6,490,054
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  6,133,941Total
      assets
                  
                  $
                  249,689,640
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  250,917,471Liabilities
      and Stockholders’ EquityInterest-bearing
      DepositsSavings
      and NOW deposits
                  
                  $
                  48,055,941
                  
                  
                  
                  22,668
                  
                  
                  
                  0.19
                  %
                  
                  $
                  33,260,260
                  
                  
                  
                  18,679
                  
                  
                  
                  0.23
                  %Money
      market and supernow
                  
                  
                  11,106,248
                  
                  
                  
                  13,354
                  
                  
                  
                  0.49
                  %
                  
                  
                  16,674,967
                  
                  
                  
                  21,545
                  
                  
                  
                  0.52
                  %Other
      time deposits
                  
                  
                  95,239,534
                  
                  
                  
                  703,791
                  
                  
                  
                  3.00
                  %
                  
                  
                  82,341,481
                  
                  
                  
                  708,306
                  
                  
                  
                  3.49
                  %Total
      interest-bearing deposits
                  
                  
                  154,401,723
                  
                  
                  
                  739,813
                  
                  
                  
                  1.94
                  %
                  
                  
                  132,276,708
                  
                  
                  
                  748,530
                  
                  
                  
                  2.29
                  %Borrowed
      funds
                  
                  
                  28,738,342
                  
                  
                  
                  245,149
                  
                  
                  
                  3.46
                  %
                  
                  
                  54,896,958
                  
                  
                  
                  444,122
                  
                  
                  
                  3.28
                  %Total
      interest-bearing liabilities
                  
                  
                  183,140,065
                  
                  
                  
                  984,962
                  
                  
                  
                  2.18
                  %
                  
                  
                  187,173,666
                  
                  
                  
                  1,192,652
                  
                  
                  
                  2.58
                  %Noninterest-bearing
      deposits
                  
                  
                  35,216,655
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  32,625,532218,356,720
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  219,799,198Other
      liabilities
                  
                  
                  2,493,075
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,384,783Stockholders’
      equity
                  
                  
                  28,839,845
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  28,733,490Total
      liabilities and stockholders equity
                  
                  $
                  249,689,640
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  250,917,471Net
      interest spread
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3.88
                  %
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3.71
                  %Net
      interest income
                  
                  
                  
                  
                  
                  $
                  2,378,338
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  2,429,042Net
      margin on interest-earning assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4.29
                  %
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4.22
                  %





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


- 17
-


Provision
for Loan Losses





The provision for loan losses was
$475,000 for the first three months of 2010, compared to $430,000 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 is discussed below in the section
entitled “Loan Quality”.





Noninterest
Revenue





Noninterest revenue for the three-month
period ended March 31, 2010 totaled $612,600, which represents a decrease of
$210,205 or 25.55% over noninterest revenue for the same period of
2009.  This decrease resulted primarily from the $149,192 or 60.38%
decrease in Insurance Agency contingency income earned during the first quarter
of 2010, from $247,099 for the first quarter of 2009 to $97,905 for the first
quarter 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 2010.  In
addition, we experienced a decrease in other noninterest revenue of $55,801 or
46.50% and in service charges on deposit accounts of $11,337 or 5.01% during the
first quarter of 2010 when compared to the same period of 2009.





Noninterest
Expense





The Company recorded noninterest
expense of $1,854,552 for the three-month period ended March 31, 2010, compared
to $1,762,855 for the same period in 2009, an increase of $91,697 or
5.20%.  This increase is mainly attributable to increased FDIC
insurance premiums of $34,012 and increased data processing expenses of
$60,402.





Income
Tax Expense





The Company’s effective tax rate for
the three-month period ended March 31, 2010 was 36.1%, compared to 37.8% for the
same period of 2009.  The Company’s income tax expense was $226,945
for the three months ended March 31, 2010, compared to $391,103 for the same
period of 2009, which represents a decrease of $164,158 or
41.97%.  Decreases in income before income tax during the three-month
period ended March 31, 2010 contributed to the decrease in income tax expense
when compared to the same period last year.





FINANCIAL
CONDITION





Overview





Total
assets of the Company at March 31, 2010 were $247,388,628, compared to
$255,467,425 at December 31, 2009, representing a decrease of $8,078,797 or
3.16% from December 31, 2009.





Total
liabilities at March 31, 2010 were $218,449,306, compared to $226,577,677 at
December 31, 2009, representing a decrease of  $8,128,371 or
3.59%.





Stockholders’ equity was $28,939,322 as
of March 31, 2010, compared to $28,889,748 as of December 31, 2009, an increase
of $49,574.  The increase was due to net income for the period
totaling $401,256 offset by a decrease in the unrealized gain on securities
available for sale net of income taxes of $902 and dividends paid to
stockholders of $350,780.


- 18
-





Return on average equity for the
quarter ended March 31, 2010 was 5.64%, compared to 9.08% for the same period of
2009.  Return on average assets was 0.65% for the quarter ended March
31, 2010, compared to 1.04% for the same period of 2009.





Composition
of Loan Portfolio





At March 31, 2010, loans, net of
unearned income, were $206,092,771, an increase of $2,193,093 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 $205,482,990 and $213,515,137 during the first
quarters of 2010 and 2009, respectively, which constituted 91.36% and 91.41% of
average interest-earning assets for the respective periods.  For the
quarter ended March 31, 2010, our average loan to deposit ratio was 108.37%,
compared to 129.48% for the same period in 2009.  The securities sold
under repurchase agreements function like deposits, with the securities
providing collateral in place of the FDIC insurance.  Our ratio of
average loans to deposits plus borrowed funds was 94.10% for the quarter ended
March 31, 2010, compared to 97.14% for the same period of 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 March 31,
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 strengths 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.  The 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.





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.


- 19
-





The allowance for loan losses decreased
to $2,699,638 at March 31, 2010, from $2,845,364 at December 31,
2009.  The provision for loan losses was $475,000 for the first three
months of 2010, compared to $430,000 for the same period of 2009.  The
increase in the provision for loan losses in the first three 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 March 31, 2010 and December 31, 2009, the allowance for loan losses compared
to gross loans was 1.29% 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 analyses 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 Company’s allowance for loan losses
for the periods indicated:





Allowance
for Loan Losses


Three
      months ended
                      March
      31,
                      2010
                    
                    
                    Three
      months ended
                      March
      31,
                      2009
                    
                    
                    Year
      ended
                      December
      31,
                      2009Balance
      at beginning of year
                    
                    $
                    2,845,364
                    
                    
                    $
                    2,001,739
                    
                    
                    $
                    2,001,739Loan
      losses:Commercial
                    
                    
                    29,442
                    
                    
                    
                    152,243
                    
                    
                    
                    290,126Mortgages
                    
                    
                    581,725
                    
                    
                    
                    9,753
                    
                    
                    
                    490,049Consumer
                    
                    
                    11,839
                    
                    
                    
                    15,214
                    
                    
                    
                    157,367Total
      loan losses
                    
                    
                    623,006
                    
                    
                    
                    177,210
                    
                    
                    
                    937,542Recoveries
      on loans previously charged offCommercial
                    
                    
                    820
                    
                    
                    
                    1,230
                    
                    
                    
                    47,501Mortgages
                    
                    
                    0
                    
                    
                    
                    3,207
                    
                    
                    
                    3,207Consumer
                    
                    
                    1,460
                    
                    
                    
                    45
                    
                    
                    
                    4,459Total
      loan recoveries
                    
                    
                    2,280
                    
                    
                    
                    4,482
                    
                    
                    
                    55,167Net
      loan losses
                    
                    
                    620,726
                    
                    
                    
                    172,728
                    
                    
                    
                    882,375Provision
      for loan losses charged to expense
                    
                    
                    475,000
                    
                    
                    
                    430,000
                    
                    
                    
                    1,726,000Balance
      at end of year
                    
                    $
                    2,699,638
                    
                    
                    $
                    2,259,011
                    
                    
                    $
                    2,845,364Allowance
      for loan losses to loans outstandingAt
      end of period
                    
                    
                    1.29
                    %
                    
                    
                    1.06
                    %
                    
                    
                    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 decreased due to this effort to charge off the
losses.





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 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.





The Company had loans past due 90 days
or more, including nonaccrual loans, of $10,358,491 and $8,631,961 at March 31,
2010 and December 31, 2009, respectively.  These loans are detailed
below:


- 20
-





Risk
Elements of Loan Portfolio





March
      31,
                          
                          
                          December
      31,2010
                          
                          
                          2009Nonaccrual
      LoansCommercial
                          
                          $
                          460,665
                          
                          
                          $
                          485,579Mortgage
                          
                          
                          1,721,303
                          
                          
                          
                          1,898,607Consumer
                          
                          
                          0
                          
                          
                          
                          02,181,968
                          
                          
                          
                          2,384,186Accruing
      Loans Past Due 90 Days or MoreCommercial
                          
                          
                          296,207
                          
                          
                          
                          168,020Mortgage
                          
                          
                          7,830,790
                          
                          
                          
                          6,055,484Consumer
                          
                          
                          49,525
                          
                          
                          
                          24,2718,176,522
                          
                          
                          
                          6,247,775$
                          10,358,491
                          
                          
                          $
                          8,631,961





Gross
interest income of $38,298 for the first three months of 2010, $289,779 for
fiscal year 2009 and $22,669 for the first three months 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 three months of 2010, $25,918 for fiscal year 2009 and
$10,319 for the first three months 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 March 31, 2010 and has made the
appropriate change to the Bank’s loan loss reserve.





Deposits
and Other Interest-Bearing Liabilities





Average interest-bearing deposits
increased $22,125,015 or 16.73% to $154,401,723 for the three months ended March
31, 2010, from $132,276,708 for the same period of 2009.  Average
noninterest-bearing deposits increased $2,591,123 or 7.94% to $35,216,655 for
the three months ended March 31, 2010, from $32,625,532 for the same period of
2009.  Average total deposits have increased 14.99% or $24,716,138 to
$189,618,378 for the three months ended March 31, 2010 from $164,902,240 for the
same period of 2009.  Borrowings, primarily from the FHLB, decreased
to $26,000,000 from $28,000,000 at December 31, 2009, representing 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 such 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.


- 21
-


Short-Term
Borrowings




The following table sets forth the
Company’s position with respect to short-term borrowings at March 31, 2010 and
December 31 2009.





March
      31, 2010
                  
                  
                  December
      31, 2009Amount
                  
                  
                  Rate
                  
                  
                  Amount
                  
                  
                  RateFederal
      Home Loan Bank (daily re-price)
                  
                  $
                  0
                  
                  
                  
                  -
                  %
                  
                  $
                  0
                  
                  
                  
                  -
                  %Retail
      Repurchase Agreements
                  
                  
                  1,621,597
                  
                  
                  
                  .45
                  %
                  
                  
                  2,917,339
                  
                  
                  
                  .36
                  %Federal
      Funds Borrowed
                  
                  
                  0
                  
                  
                  
                  -
                  %
                  
                  
                  0
                  
                  
                  
                  -
                  %Total
                  
                  $
                  1,621,597
                  
                  
                  
                  
                  
                  
                  $
                  2,917,339





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 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.





The Bank
has lines of credit of $13,650,000 in unsecured overnight federal funds and
$5,500,000 in overnight federal funds with correspondent banks at March 31,
2010.





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 $40,822,770 of which
$26,000,000 has been advanced as of March 31, 2010. There were no short-term
borrowings with the FHLB of Atlanta as of March 31, 2010 or December 31, 2009,
respectively. 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 March 31, 2010 to the minimum ratios required by federal banking
regulators is presented below.


- 22
-





Minimum
                  
                  
                  To
      be wellActual
                  
                  
                  Requirements
                  
                  
                  CapitalizedTotal
      risk-based capital ratio
                  
                  
                  15.22
                  %
                  
                  
                  8.00
                  %
                  
                  
                  10.00
                  %Tier
      1 risk-based capital ratio
                  
                  
                  13.97
                  %
                  
                  
                  4.00
                  %
                  
                  
                  6.00
                  %Tier
      1 leverage ratio
                  
                  
                  11.19
                  %
                  
                  
                  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
4T.  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 March 31, 2010 under the
supervision and with the participation of the Company’s 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 first 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





Item
      1A.
            Risk
      Factors.




The risks
and uncertainties to which the 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.


- 23
-





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:  May
      13, 2010
                By:
                /s/ Thomas G. StevensonThomas
      G. StevensonPresident/Chief
      Executive Officer&
      Chief Financial Officer


- 24
-


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)


- 25
-