EXHIBIT 10(c)

                 PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
                     FOR FISCAL YEAR ENDED DECEMBER 31, 2002


                 SUMMARY OF PERFORMANCE COMPENSATION PROGRAM OF
                              PEOPLES BANCORP INC.


  In late 1996, Peoples Bancorp Inc. ("Peoples") established a new Performance
Compensation Program ("Program") in which all employees of Peoples' and its
subsidiaries are eligible to participate. In 2001, Peoples made modifications to
the Program to increase the linkage of performance, both at the Company level
and at the individual level, to results and to further enhance the Company's
ability to attract and retain leadership through competitive compensation plans.

  The Program is designed to reward all employees for Peoples' balanced growth
and increased profitability, and individual performance. However, the CEO is
rewarded entirely based on Peoples' results. In 2002, at least half of the
potential incentive payout was based on the performance of Peoples' consolidated
financial results. The remaining incentive payout for employees was based on the
results of performance goals aligned with Peoples' performance objectives. This
payout percentage may be adjusted on an annual basis.

  In 2002, Peoples' performance goals focused on improved ROE, EPS growth and
improved non-interest income leverage ratio (a measure of operational
efficiency, calculated as non-interest income as a percentage of operating
non-interest expense). Individual or departmental performance goals vary with
the area of responsibility and include such factors as sales, growth in loan
balances outstanding, asset quality, non-interest income growth, profit growth
in the participant's area of responsibility, effectiveness of strategic
initiatives, etc. The Program compares current year performance to prior year
and rewards employees for incremental growth in the key performance goals
previously listed. Each corporate performance goal is weighted equally. The
Program also establishes a range of payout percentages which reflect the extent
to which Peoples has met the performance goals. The payout percentages are
tiered, based on the level of responsibility and authority of the employee.
Additionally, the executive officers are required to defer 25% of their
incentive payment for a period of three (3) years. They also have the option to
defer the remainder until their normal retirement age. Interest is earned at the
annual rate of 50% of ROE for the year, with a minimum of 0% and a maximum of
15%. This feature of the Program further aligns the interests of management and
shareholders. Consequently, enhanced performance in relation to the performance
goals creates higher incentive bonuses.