As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________
Peoples Bancorp Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0987416
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750
- ----------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Peoples Bancorp Inc. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries
- ------------------------------------------------------
(Full title of the plan)
Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease
138 Putnam Street, P.O. Box 738 52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750 Columbus, Ohio 43216-1008
- -------------------------------
(Name and address of agent
for service)
(740) 374-6109
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
_________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price maximum registration
be registered registered per share(1) aggregate fee
offering
price(1)
- -------------- ---------- ---------------- ---------- ----------
Common Shares, 50,000 $43.25 $2,162,500 $638
without par
value
(1) Estimated solely for the purpose of calculating the aggregate
offering price and the registration fee pursuant to Rules 457(c) and
457(h) promulgated under the Securities Act of 1933, as amended, and
computed on the basis of $43.25, which is the average of the high and
low sales prices of the Common Shares as reported on The NASDAQ
National Market on December 29, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 of Peoples Bancorp Inc. (the "Registrant"),
and all other reports filed with the Securities and Exchange
Commission (the "Commission") pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Shares contained in
the Registrant's Registration Statement on Form 8-B (File No.
0-16772) filed with the Commission on July 20, 1993, and all
amendments thereto or reports filed for the purpose of updating
such description heretofore filed by the Registrant with the
Commission, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which
may be filed with the Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the
completion of the offering contemplated hereby, shall also be deemed
to be incorporated herein by reference and to be made a part hereof
from the date of filing of such documents; provided, however, that
no report of the Compensation Committee of the Board of Directors
of the Registrant on executive compensation and no performance graph
included in any proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act shall be deemed to be incorporated
herein by reference.
Item 4. Description of Securities.
- -----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party,
to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit, or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe
his conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify
any person who was or is a party, or is threatened to be
made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a
judgment in its favor, by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent
of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made
in respect of any of the following:
(a) Any claim, issue, or matter as to which
such person is adjudged to be liable for negligence
or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the
court of common pleas or the court in which such action
or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as
the court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95
of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, or in defense of
any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit,
or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon
a determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not
and are not parties to or threatened with the action, suit,
or proceeding referred to in division (E)(1) or (2) of
this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other
than an attorney, or a firm having associated with it
an attorney, who has been retained by or who has performed
services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which
the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under
division (E)(4)(b) of this section shall be promptly communicated
to the person who threatened or brought the action or suit by or
in the right of the corporation under division (E)(2) of this
section, and, within ten days after receipt of such notification,
such person shall have the right to petition the court of common
pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, the articles or
the regulations of a corporation state, by specific reference
to this division, that the provisions of this division do not
apply to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's fees,
incurred by a director in defending the action, suit or proceeding
shall be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding, upon
receipt of an undertaking by or on behalf of the director in which
he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction
that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or
agent in defending any action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, may be paid by
the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized
by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles,
the regulations, any agreement, a vote of shareholders or
disinterested directors, or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue
as to a person who has ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to,
trust funds, letters of credit, or self-insurance, on behalf
of or for any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust,
or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under this
section. Insurance may be purchased from or maintained with
a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5),(6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or
merger and the new or surviving corporation, so that any
person who is or was a director, officer, employee, trustee,
member, manager, or agent of such a constituent entity, or is
or was serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the
same position under this section with respect to the new or
surviving corporation as he would if he had served the new
or surviving corporation in the same capacity.
Article FIVE of the Company's Code of Regulations governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification.
- -----------------------------------------
The corporation shall indemnify any officer or director of the
corporation who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or instituted
by or in the right of the corporation), by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against
expenses (including, without limitation, attorneys' fees, filing fees,
court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. A person claiming indemnification
under this Section 5.01 shall be presumed, in respect of any act or
omission giving rise to such claim for indemnification, to have acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect
to any criminal matter, to have had no reasonable cause to believe
his conduct was unlawful, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, rebut
such presumption.
Section 5.02. Court-Approved Indemnification.
- ----------------------------------------------
Anything contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or director
of the corporation who was a party to any completed action or
suit instituted by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or
agent of another corporation (domestic or foreign, nonprofit
or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted
in such action or suit as to which he shall have been adjudged
to be liable for acting with reckless disregard for the best
interests of the corporation or misconduct (other than
negligence) in the performance of his duty to the corporation
unless and only to the extent that the Court of Common Pleas
of Washington County, Ohio or the court in which such action
or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all
the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or
such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses.
- --------------------------------------------
Anything contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 5.01, or in
defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith.
Section 5.04. Determination Required.
- --------------------------------------
Any indemnification required under Section 5.01 and not precluded
under Section 5.02 shall be made by the corporation only upon a
determination that such indemnification of the officer or director is
proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 5.01. Such determination may be made
only (A) by a majority vote of a quorum consisting of directors of
the corporation who were not and are not parties to, or threatened
with, any such action, suit or proceeding, or (B) if such a quorum
is not obtainable or if a majority of a quorum of disinterested
directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation, or any person to be indemnified, within the past
five years, or (C) by the shareholders, or (D) by the Court of Common
Pleas of Washington County, Ohio or (if the corporation is a party
thereto) the court in which such action, suit or proceeding was brought,
if any; any such determination may be made by a court under division
(D) of this Section 5.04 at any time [including, without limitation,
any time before, during or after the time when any such determination
may be requested of, be under consideration by or have been denied or
disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04]; and no failure for any reason
to make any such determination, and no decision for any reason to deny
any such determination, by the disinterested directors under division
(A) or by independent legal counsel under division (B) or by the
shareholders under division (C) of this Section 5.04 shall be evidence
in rebuttal of the presumption recited in Section 5.01. Any
determination made by the disinterested directors under division
(A) or by independent legal counsel under division (B) of this Section
5.04 to make indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the right
of the corporation shall be promptly communicated to the person who
threatened or brought such action or suit, and within ten (10) days
after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Washington County, Ohio or
the court in which such action or suit was brought, if any, to review
the reasonableness of such determination.
Section 5.05. Advances for Expenses.
- -------------------------------------
Expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs) incurred in defending
any action, suit or proceeding referred to in Section 5.01 shall be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding to or on behalf of the officer or director
promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid
in respect of any claim, issue or other matter asserted in such action,
suit or proceeding in defense of which he shall not have been successful
on the merits or otherwise:
(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action
or suit, he shall have been adjudged to be liable for acting
with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only
to the extent that the Court of Common Pleas of Washington
County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances,
he is fairly and reasonably entitled to all or part of
such indemnification.
Section 5.06. Article Five Not Exclusive.
- ------------------------------------------
The indemnification provided by this Article Five shall not be
exclusive of, and shall be in addition to, any other rights to which
any person seeking indemnification may be entitled under the Articles or
the Regulations or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
Section 5.07. Insurance.
- -------------------------
The corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters
of credit, or self-insurance, on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee, or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the obligation or the power
to indemnify him against such liability under the provisions of this
Article Five. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
Section 5.08. Certain Definitions.
- -----------------------------------
For purposes of this Article Five, and as examples and not by way
of limitation:
(A) A person claiming indemnification under this
Article Five shall be deemed to have been successful
on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 5.01, or
in defense of any claim, issue or other matter therein,
if such action, suit or proceeding shall be terminated
as to such person, with or without prejudice, without the
entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such
termination is based upon a judicial or other
determination of the lack of merit of the claims made
against him or otherwise results in a vindication of
him); and
(B) References to an "other enterprise" shall
include employee benefit plans; references to a
"fine" shall include any excise taxes assessed on a
person with respect to an employee benefit plan;
and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which
imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner
he reasonably believed to be in the best interests
of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation"
within the meaning of that term as used in this Article
Five.
Section 5.09. Venue.
- ---------------------
Any action, suit or proceeding to determine a claim for
indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the
Court of Common Pleas of Washington County, Ohio. The corporation
and (by claiming such indemnification) each such person consent to
the exercise of jurisdiction over its or his person by the Court of
Common Pleas of Washington County, Ohio in any such action, suit or
proceeding.
The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain liabilities
which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not Applicable.
Item 8. Exhibits.
- ------------------
See the Index to Exhibits attached hereto at page 16.
Item 9. Undertakings.
- ----------------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions
described in Item 6 of this Part II, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
- ----------
The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Marietta, State of Ohio, on the 31st day of December, 1997.
PEOPLES BANCORP INC.
By: /s/ ROBERT E. EVANS
Robert E. Evans, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated, on the 31st day of December, 1997.
Signature Capacities
- --------- ----------
*/s/ ROBERT E. EVANS President, Chief Executive
Robert E. Evans Officer and Director
*/s/ GEORGE W. BROUGHTON Director
George W. Broughton
*/s/ WILFORD D. DIMIT Director
Wilford D. Dimit
*/s/ BARTON S. HOLL Director
Barton S. Holl
*/s/ REX E. MAIDEN Director
Rex E. Maiden
*/s/ NORMAN J. MURRAY Director
Norman J. Murray
*/s/ PAUL T. THEISEN Director
Paul T. Theisen
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
*/s/ THOMAS C. VADAKIN Director
Thomas C. Vadakin
*/s/ JOSEPH H. WESEL Chairman of the Board and
Joseph H. Wesel Director
*/s/ JEFFREY D. WELCH Treasurer (Principal
Jeffrey D. Welch Accounting Officer)
*/s/ JOHN W. CONLON Chief Financial Officer
John W. Conlon
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
- ----------- -------------------------------- --------
10(a) Peoples Bancorp Inc. Deferred *
Compensation Plan for Directors
of Peoples Bancorp Inc. and
Subsidiaries effective
January 2, 1998
10(b) Form of Rabbi Trust Agreement *
between Peoples Bancorp Inc.
and The Peoples Banking and
Trust Company related to Peoples
Bancorp Inc. Deferred Compensation
Plan for Directors of Peoples
Bancorp Inc. and Subsidiaries
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Coopers & Lybrand L.L.P. *
24 Powers of Attorney *
*Filed herewith.