EXHIBIT 10(m)
PEOPLES BANCORP INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
OF
PEOPLES BANCORP INC. AND SUBSIDIARIES
Effective January 1, 1991
1. PURPOSE AND ADMINISTRATION OF THE PLAN
The purpose of the Deferred Compensation Plan (the "Plan") is to provide a
procedure whereby a member of the Board of Directors of either PEOPLES
BANCORP INC. (the "Corporation") or a subsidiary of the Corporation (an
"Affiliate") may defer the payment of all or less than all of the fees
payable to the Director for services -as a Director (including fees payable
to a Director for services as a member of a Committee of the Board). The
term "member of the Board of Directors" for purposes of eligibility as a
Participant in this Plan includes a person who receives fees as a Director
and who serves as a statutory Director, emeritus Director or- honorary
Director of either the Corporation or an Affiliate.
The corporation shall serve as Plan Administrator and shall execute its
administrative responsibility with respect to the Plan through such employee
or employees as are designated by the Committee of at least three of the
Corporation's Board of Directors appointed by said Board to supervise the
administration of the Plan by the Corporation (the "Committee"). The decision
of the Committee with respect to any questions arising as to the
administration or interpretation of this Plan, including the discontinuance
of any or all of the provisions thereof, shall be final, conclusive and
binding. The Committee reserves the right to
modify this Plan from time to time or to terminate the Plan, provided,
however, that no modification of this Plan shall void any election already in
effect for the current calendar year or any preceding calendar year.
2. ELECTION TO DEFER
A Director may elect, on or before December 31 of any year, to defer payment
of all or less than all of the fees payable to the Director for services as a
Director during the calendar year following such election and succeeding
calendar years until the Director ceases to be a Director. Any person who
shall become a Director during any calendar year, and who was not a Director
on the preceding December 31, may elect, before the Director's term begins,
to defer payment of all or a specified part of such fees for the remainder of
such calendar year and for succeeding calendar years. Any such elections
shall be made by written notice delivered to the Secretary of the Corporation.
3. DIRECTORS' DEFERRED ACCOUNTS
Fees deferred at the election of a Director shall be held in the general
funds of the Corporation and shall be credited to a separate deferred account
for the Director. The funds represented by the Director's deferred account
shall earn interest. Such interest shall be credited to the Director's
deferred account on the first day of each calendar quarter and calculated on
the basis of the balance in such account on the first day of each month of
the preceding quarter. The interest rate shall be the interest rate paid by
Peoples Banking & Trust Company on a three-year certificate of deposit or an
equivalent deposit account on the last day of the preceding quarter.
4. DISTRIBUTION FROM DIRECTORS' ACCOUNTS
(a) Amounts deferred under the Plan, together with accumulated interest shall
be paid by the Corporation either in a lump sum or in approximately equal
annual installments over not more than five years, as the Director has
elected on forms provided by the Plan Administrator. Such election must be
made prior to the date on which the Director ceases to be a Director. If a
Director fails to make such an election, such amounts shall be paid in
approximately equal annual installments over 5 years. Interest as calculated
in Paragraph 3 above shall be earned on funds held for distribution
installments and will be paid with each installment.
The first installment (or the lump sum payment, if the Director so elects)
shall be paid on the first business day of the calendar year following the
year in which the Director ceases to be a director and subsequent
installments shall be paid on the first business day of each succeeding
calendar year until the entire amount credited to the Director's deferred
account shall have been paid. The term "ceases to be a director" for
purposes of commencing distribution under this Section 6 means when the
Participant ceases to receive
fees as either a statutory Director, emeritus Director or honorary Director
of either the Corporation or an Affiliate.
(b) If a Director should die before full payment of all amounts in the
account, the Corporation shall, in the discretion of the Committee, either
pay or continue to pay the unpaid amounts to the Director's beneficiaries
either (i) in the same manner as it would have been paid to the Director, or
(ii) in a lump sum settlement of the remaining amount in the Director's
deferred account no sooner than the day after and not later than eighteen
months following the Director's death.
(c) The Committee may, in its discretion, accelerate the payments of those
amounts in the Director's deferred account without the consent of the
Director or the Director's beneficiaries, estate or any other person or
persons claiming through or under him. In making such determinations, due
consideration may be given to the health, financial circumstances and family
obligations of the Director. In this regard, the Director (or after his
death, his beneficiaries) may be consulted; however, he (or they) shall have
no voice in the decision reached.
5. BENEFICIARY DESIGNATION
(a) Each Director who has a deferred account hereunder may from time to time
designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as his
beneficiary or beneficiaries to whom his Plan benefits are paid if he dies
before receipt of all such benefits. Each beneficiary designation shall be
filed in the form prescribed by the Plan Administrator and will be effective
only when filed in the form prescribed by the Plan Administrator during the
Participant's lifetime. Each beneficiary
designation filed with the Plan Administrator will revoke all beneficiary
designations previously filed with the Plan Administrator. The revocation of
a beneficiary designation, no matter how effected, shall not require the
consent of any designated beneficiary.
(b) If any Participant fails to designate a beneficiary in the manner
provided above, or if he is not survived by his beneficiary or beneficiaries,
any death benefit payable hereunder upon the Participant's death shall be
paid in the following order of priority:
(1) his spouse;
(2) his natural and adopted children or their issue, per stirpes;
(3) his parents or the survivor of them;
(4) his brothers and sister or their issue, per stirpes; or
(5) his other heirs-at-law; and if payable to more than one
person in a class, all persons in that class shall share
equally. Similarly, if the beneficiary survives the Director
but dies before receiving the entire death benefit otherwise
payable (and he is not survived by a second beneficiary, or the
second beneficiary also dies), and such beneficiary has not
effectively designated a beneficiary to whom his Plan benefits
are to be paid if he dies before receipt of all such benefits,
the remainder shall be paid to the heir or heirs of the last
surviving beneficiary in accordance with priorities (1) through
(5) above.
6. TERMINATION OF ELECTION
A Director may terminate his election to defer payment of fees by written
notice delivered to the corporation's Secretary. Such termination shall
become effective as of the end of the calendar year in which notice of
termination is given with respect to fees payable for services as a Director
during subsequent calendar years. Amounts credited to the deferred account
of a Director prior to the effective date of termination shall not be
affected thereby and shall be paid only in accordance with Section 4.
7. NON-ASSIGNABILITY
During the Director's lifetime, the right to any deferred fees and interest
thereon shall not be transferable or assignable.
Adopted this 20th day of December, 1990.
Peoples Bancorp Inc.
By /s/Robert E. Evans
------------------------
Robert E. Evans
President and Chief
Executive Officer