---

---

---

---

---

---

•	by traditional paper proxy card;

•	by submitting voting instructions via the website identified on your proxy card;

•	by submitting voting instructions by telephone; or

•	in person at the Annual Meeting.

---

•	“FOR” the election as Peoples directors of the nominees listed on pages 9 through 11 under “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”;

•	“FOR” the non-binding advisory resolution to approve the compensation of Peoples' named executive officers as disclosed in this proxy statement;

•	“FOR” the ratification of the appointment of Ernst & Young LLP (“EY”) as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2015.

•	filing a written notice of revocation with the Corporate Secretary of Peoples at 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738, which must be received prior to the Annual Meeting;

•	executing and returning a later-dated proxy card, which must be received prior to the Annual Meeting;

•	if you are a registered shareholder, accessing the designated Internet website prior to the deadline for transmitting voting instructions electronically;

•	if you are a registered shareholder, using the designated toll-free telephone number prior to the deadline for transmitting voting instructions electronically; or

•	attending the Annual Meeting and giving notice of revocation in person.

---

---

(1)	The “Percent of Class” computation is based on 14,893,450 common shares outstanding and entitled to vote on February 25, 2015.

(2)

Based on information contained in a Schedule 13G amendment, dated February 5, 2015 and filed with the SEC on the same date, on behalf of Dimensional Fund Advisors LP, a registered investment adviser, to report its beneficial ownership of common shares of Peoples as of December 31, 2014. The Schedule 13G amendment reported that Dimensional Fund Advisors LP had sole voting power as to 838,960 common shares and sole investment power as to 865,580 common shares, all of which common shares were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP furnishes investment advice and of certain other commingled group trusts and separate accounts for which Dimensional Fund Advisors LP serves as investment manager. The common shares reported were owned by the investment companies, trusts and accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares.

(3)

Based on information contained in a Schedule 13G dated January 12, 2015 and filed with the SEC on January 30, 2015, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Fund Management Ireland Limited, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2014. The Schedule 13G amendment reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 810,805 common shares and sole investment power as to 838,087 common shares.

(4)

Based on information contained in a Schedule 13G amendment dated February 12, 2015 and filed with the SEC on that same date, on behalf of Wellington Management Group LLP to report the beneficial ownership of common shares of Peoples as of December 31, 2014. The Schedule 13G reported that Wellington Management Group LLP had shared voting power and shared investment power as to 771,900 common shares. The Schedule 13G also reported that effective January 1, 2015, Wellington Management Company, LLP, a registered investment adviser, changed its name to Wellington Management Group LLP ("Wellington Management Group") and transferred its United States advisory business to Wellington Management Company LLP, a Delaware limited partnership, and that on the same date, Wellington Management Company LLP registered as an investment adviser with the SEC by succeeding to Wellington

---

(1)

Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table. All fractional common shares have been rounded down to the whole common share. The mailing address of each of the current executive officers and directors of Peoples is 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738.

(2)

The “Percent of Class” computation is based on the sum of (i) 14,893,450 common shares outstanding and entitled to vote on February 25, 2015 and (ii) the number of common shares, if any, as to which the named individual or group has the right to acquire beneficial ownership upon the exercise of options and/or stock appreciation rights (“SARs”) which are currently exercisable or will first become exercisable within 60 days after February 25, 2015.

(3)

Includes 51 common shares held jointly by Tara M. Abraham and her husband, as to which Ms. Abraham exercises shared voting and investment power. Does not include 2,111 common shares accrued to Ms. Abraham's bookkeeping account under the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the "Deferred Compensation Plan for Directors"), as to which Ms. Abraham has no voting or investment power.

(4)	Reflects beneficial ownership of less than 1% of the outstanding common shares.

(5)	Includes 9,507 common shares held in an investment account by Carl L. Baker, Jr., as to which Mr. Baker exercises sole voting and investment power. Includes 8,352 common shares held by B & N Coal, Inc., as to which Mr. Baker exercises shared voting and investment power. Includes (i) 6,943 common shares held by Mr. Baker as Trustee of the

---

(6)

Includes 12,186 common shares held in an IRA account by Peoples Bank as custodian, as to which George W. Broughton exercises sole voting and investment power. Does not include 16,333 common shares held of record and beneficially owned by Mr. Broughton's wife, as to which Mr. Broughton has no voting or investment power and disclaims beneficial ownership. Does not include 1,654 common shares accrued to Mr. Broughton's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Broughton has no voting or investment power.

(7)	Includes 5,000 common shares held in an investment account by David F. Dierker, as to which Mr. Dierker exercises sole voting and investment power. Does not include 948 common shares accrued to Mr. Dierker's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Dierker has no voting or investment power.

(8)	Includes 106 common shares allocated to the account of Richard Ferguson in the Ferguson Consulting, LLC retirement savings plan, as to which Mr. Ferguson has the power to direct the voting and investment. Does not include 9,132 common shares accrued to Mr. Ferguson's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Ferguson has no voting or investment power.

(9)	Includes 105 common shares held jointly by James S. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power. Includes 200 common shares held jointly in an investment account by Mr. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power.

(10)	Does not include 19,818 common shares accrued to Dr. Brenda F. Jones' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Dr. Jones has no voting or investment power.

(11)	Executive officer of Peoples during the 2014 fiscal year and named in the “SUMMARY COMPENSATION TABLE FOR 2014” on page 40.

(12)

Includes (i) 2,667 unvested restricted common shares which were granted to Timothy H. Kirtley on January 29, 2013 and will vest as described in footnote (3) to the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2014” table on page 44 (the “Equity Awards Table”); (ii) 2,860 unvested restricted common shares which were granted to Mr. Kirtley on February 4, 2014 and will vest as described in footnote (4) to the Equity Awards Table; and (iii) 3,170 unvested restricted common shares which were granted to Mr. Kirtley on January 29, 2015 and will vest as described in footnote (6) to the Equity Awards Table. Mr. Kirtley has voting power with respect to all of the reported restricted common shares and the right to receive dividends as described in the Equity Awards Table.

(13)

Includes 1,833 common shares allocated to the account of Daniel K. McGill in the Retirement Savings Plan, as to which Mr. McGill has the power to direct the voting and investment. Also includes (i) 5,000 unvested restricted common shares which were granted to Mr. McGill on October 30, 2012 and will vest as described in footnote (5) the Equity Awards Table; (ii) 2,333 unvested restricted common shares which were granted to Mr. McGill on January 29, 2013 and will vest as described in footnote (3) to the Equity Awards Table; (iii) 2,860 unvested restricted common shares which were granted to Mr. McGill on February 4, 2014 and will vest as described in footnote (4) to the Equity Awards Table; and (iv) 3,690 unvested restricted common shares which were granted to Mr. McGill on January 29, 2015 and will vest as described in footnote (6) to the Equity Awards Table. Mr. McGill has voting power with respect to all of the reported restricted common shares and the right to receive dividends as described in the Equity Awards Table.

(14)	Includes 3,500 common shares held in an investment account by David L. Mead, as to which Mr. Mead exercises sole voting and investment power. Does not include 10,785 common shares accrued to Mr. Mead's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Mead has no voting or investment power.

(15)	Includes 950 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power.

(16)	Includes 8,728 common shares held jointly by Carol A. Schneeberger and her husband, as to which Ms. Schneeberger exercises shared voting and investment power. Includes 16,231 common shares allocated to the account of Ms. Schneeberger in the Retirement Savings Plan, as to which Ms. Schneeberger has the power to direct the voting and

---

(17)

Includes 7,860 common shares allocated to the account of Edward G. Sloane in the Retirement Savings Plan, as to which Mr. Sloane has the power to direct the voting and investment. Includes 1,000 common shares held in an investment account by Mr. Sloane, as to which Mr. Sloane exercises sole voting and investment power. Also includes (i) 2,334 unvested restricted common shares which were granted to Mr. Sloane on January 29, 2013 and will vest as described in footnote (3) to the Equity Awards Table; (ii) 2,860 unvested restricted common shares which were granted to Mr. Sloane on February 4, 2014 and will vest as described in footnote (4) to the Equity Awards Table; and (iii) 3,900 unvested restricted common shares which were granted to Mr. Sloane on January 29, 2015 and will vest as described in footnote (6) to the Equity Awards Table. Mr. Sloane has voting power with respect to all of the reported restricted common shares and the right to receive dividends as described in the Equity Awards Table.

(18)

Includes 10,502 common shares held in an investment account by Charles W. Sulerzyski, as to which Mr. Sulerzyski exercises sole voting and investment power. Also includes (i) 7,404 unvested restricted common shares which were granted to Mr. Sulerzyski on January 29, 2013 and will vest as described in footnote (3) to the Equity Awards Table; (ii) 8,904 unvested restricted common shares which were granted to Mr. Sulerzyski on February 4, 2014 and will vest as described in footnote (4) to the Equity Awards Table; and (iii) 12,851 unvested restricted common shares which were granted to Mr. Sulerzyski on January 29, 2015 and will vest as described in footnote (6) the Equity Awards Table. Mr. Sulerzyski has voting power with respect to all of the reported restricted common shares and the right to receive dividends as described in the Equity Awards Table.

(19)	As of February 25, 2015, 20,000 common shares held by Thomas J. Wolf had been pledged as security for a loan.

(20)	Includes common shares held jointly by current directors and executive officers with other persons, as well as an aggregate of 25,924 common shares allocated to the accounts of the current executive officers of Peoples in the Retirement Savings Plan. See notes (3), (5) through (10), and (12) through (19) above.

---

•	the related person's interest in the transaction;

•	the approximate dollar value of the amount involved in the transaction;

•	the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of business of Peoples or the applicable subsidiary of Peoples;

•	whether the transaction is on terms no less favorable to Peoples or the applicable subsidiary of Peoples than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to Peoples or the applicable subsidiary of Peoples of, the transaction;

•	the impact of the transaction on the related person's independence; and

•	any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances.

•

James S. Huggins, who is a director of Peoples, is a partner with Theisen Brock, LPA, a law firm that renders a variety of legal services to Peoples and our subsidiaries. During the 2014 fiscal year, Peoples and our subsidiaries paid Theisen Brock, LPA approximately $104,000 in legal fees and expenses, which were incurred in the ordinary course of business. In addition, Theisen Brock, LPA, either directly or through its wholly-owned title agency subsidiaries, received title examination fees and title insurance premiums totaling approximately $144,000 in connection with the closing of mortgage loans made by Peoples Bank to its customers during the 2014 fiscal year, which fees and premiums were paid by the customers directly to Theisen Brock, LPA. In his capacity as a partner with Theisen Brock, LPA, Mr. Huggins received a portion of the fees and premiums described in this paragraph.

---

---

---

---

---

---

•	overseeing the accounting and financial reporting processes of Peoples;

•	overseeing the audits of the consolidated financial statements of Peoples;

•	appointing, terminating, compensating and overseeing the work of Peoples' independent registered public accounting firm, including resolving any disagreements between Peoples' management and Peoples' independent registered public accounting firm regarding financial reporting;

•	pre-approving all audit and non-audit services provided by Peoples' independent registered public accounting firm;

•	discussing with management, the auditors performing Peoples' internal audit function (the “Internal Auditors”) and Peoples' independent registered public accounting firm the adequacy and effectiveness of the internal controls of Peoples;

•	reviewing and concurring in the appointment, replacement, reassignment or dismissal of the Internal Auditors, the scope of the internal audit, and the operation and performance of the Internal Auditors;

•	reviewing all transactions with related persons required to be reported to the Audit Committee under the Related Person Transaction Policy for potential conflict of interest situations, and approving such transactions as appropriate;

---

•	reviewing Peoples' earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, and financial statements and related disclosures in Peoples' periodic reports;

•	setting hiring policies for employees or former employees of Peoples' independent registered public accounting firm;

•	establishing and reviewing the procedures for the receipt, retention and treatment of complaints received by Peoples regarding internal controls or auditing matters;

•	reviewing with the Internal Auditors and Peoples' counsel, legal and regulatory matters that may have a material impact on Peoples' consolidated financial statements, related compliance policies of Peoples and compliance with Peoples' Code of Ethics and programs and reports received from regulatory agencies;

•	assisting the Board in the oversight of:

•	the performance of Peoples' independent registered public accounting firm, and

•	the independent registered public accounting firm's qualifications and independence;

•	preparing the report of the Audit Committee required to be included in Peoples' annual proxy statement;

•	preforming the duties required by applicable laws and regulations to be performed by the audit committee for Peoples Bank, in its capacity as a national banking association;

•	performing the duties required by applicable laws and regulations to be performed by the fiduciary audit committee for Peoples Bank, in its capacity as a bank exercising fiduciary powers; and

•	other duties and responsibilities as may be delegated to the Audit Committee by the Board.

---

---

•	establishing and articulating qualifications, desired background and selection criteria for members of the Board consistent with any eligibility requirements set forth in Peoples' Code of Regulations, and may consider such factors as it deems appropriate;

•	evaluating Board candidates recommended by shareholders and periodically reviewing the procedures used by the Governance and Nominating Committee in such evaluation process;

•	screening and making recommendations to the Board of qualified candidates for election, nomination or appointment to the Board, including nominees for re-election as directors and candidates to fill vacancies;

•	recommending assignments to committees of the Board and chairs of Board committees for consideration by the Board;

•	reviewing with the Chairman of the Board, or another director designated by the Board, issues involving potential conflicts of interest and/or any change of status of directors pursuant to applicable law and the applicable provisions of Peoples' Code of Ethics, Peoples' Code of Regulations or Peoples' Corporate Governance Guidelines;

•	periodically administering and reviewing with the Chairman of the Board, or another director designated by the Board, an evaluation of the processes and performance of the Board and the Board's committees, and reporting such review to the Board;

•	recommending to the Board for its consideration the number of members to serve on the Board;

•	periodically reviewing Peoples' Code of Ethics and the Related Person Transaction Policy and recommending changes, as deemed necessary or appropriate by the Governance and Nominating Committee, to the Board for approval;

•	reviewing and reporting to the Board on board education opportunities and additional corporate governance matters as necessary or as directed by the Chairman of the Board or the Board as a whole;

•	overseeing the orientation and education of new and continuing members of the Board; and

•	developing and recommending to the Board a set of corporate governance guidelines applicable to Peoples.

---

•	reviewing and annually approving Peoples' enterprise risk management framework;

•	ensuring that policies, procedures and guidelines are designed and implemented so as to manage risk to Peoples in all forms, including credit, market, liquidity, compliance and legal, operational, strategic and reputation risks;

•	overseeing management's implementation and enforcement of Peoples' risk management policies, procedures, and guidelines;

•	monitoring Peoples' internal risk management function; and

•	ensuring that Peoples' risk management activities are parallel to, and reconcile with, Peoples' strategic plan.

---

•	the name, age, business address and residence address of each proposed nominee;

•	the principal occupation or employment of each proposed nominee;

•	the number of shares of capital stock of Peoples beneficially owned by each proposed nominee and by the nominating shareholder; and

•	any other information required to be disclosed with respect to a nominee for election as a director under the SEC's proxy rules.

---

---

(1)	Comparison of five-year, three year, and one year total shareholder return of Peoples Bancorp Inc. common shares. Total Annual Return includes the impact of dividends.

---

(1)

The adjusted results shown in this chart reflect the exclusion of 100% of the one-time expenses related to Peoples’ acquisitions in 2012, 2013, and 2014, from the reported results for each respective year. The adjustments to expenses totaled $569,000 in 2012, $1,419,000 in 2013, and $4,754,000 in 2014, with the difference between the unadjusted and adjusted operating leverage being the change in one-time acquisition costs between years. The one-time costs in 2014 include those incurred with respect to the acquisition of NB&T Financial Group, Inc., which closed on March 6, 2015.

---

(1)	These amounts are based on Net Income Available to Common Shareholders.

(2)

These amounts represent non-Generally Accepted Accounting Principles (“GAAP”) financial measures since pre-provision net revenue, which is defined as net interest income plus non-interest income minus non-interest expense, excludes the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in “ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014, under the caption “Pre-Provision Net Revenue”.

(3)

The results shown in this table reflect the exclusion of 100% of the one-time expenses incurred in 2014 relating to the financial institution acquisitions from the reported results. The adjustments to net income available to common shareholders, diluted earnings per common share, return on average assets and return on average common stockholders’ equity totaled $5,133,000 in 2014. The adjustments to pre-provision net revenue to total average assets totaled $4,754,000 in 2014. The one-time acquisition expenses in 2014 include those incurred with respect to the acquisition of NB&T Financial Group, Inc., which closed on March 6, 2015.

•	2014 saw strong revenue growth, continuing to position Peoples in the top quartile of our Peer Group (as defined below), at a time when many in our industry saw decreased revenue.

•	Peoples’ credit quality, measured below by nonperforming assets (“NPAs”) as a percent of total loans and other real estate owned (“OREO”), demonstrates our disciplined approach to lending.

•	Our mix of fee income makes us less sensitive to fluctuations in net interest margin. Peoples’ fee revenue to average assets ratio demonstrates the advantage provided to us by our strong fee-based businesses, including trust, investments, retirement planning, and insurance.

---

·

Continued top-quartile asset quality: NPAs were 0.75% of total loans and OREO at December 31, 2014 versus 0.67% at December 31, 2013. Net recoveries were 0.03% of average total loans in 2014 versus 0.35% of average total loans in 2013. Allowance for loan losses was 1.48% of originated loans, net of deferred fees and costs, at year-end 2014, compared to 1.58% at year-end 2013. In 2014, the allowance for loan losses as a percent of nonperforming loans decreased to 159.58%, compared to 237.87% at year-end 2013.

·	Higher retail deposit balances and net deposit account growth: Retail deposit balances were up 24% at year-end 2014 compared to year-end 2013, primarily due to acquisitions and increases in non-interest bearing deposits.

·	Increased loan balances and organic loan growth: Total loan balances increased 36% at year-end 2014 compared to year-end 2013, which included 12% annualized organic growth.

---

(1)

Amounts in this column reflect the percentage of 2013 base salary represented by cash incentive payments earned under the annual incentive program for 2013 performance and paid in 2014. Base salary is reported in the “Salary” column and the cash incentive payments earned are reported in the “Non-Equity Incentive Plan Compensation” column, in each case for 2013, in the “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40 of this proxy statement.

(2)

Amounts in this column reflect the percentage of 2014 base salary represented by cash incentive payments earned under the annual incentive program for 2014 performance and paid in 2015. Base salary is reported in the “Salary” column and the cash incentive payments earned are reported in the “Non-Equity Incentive Plan Compensation” column, in each case for 2014, in the “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40 of this proxy statement. Bonus amounts paid as described on page 27 are not included in the amounts in this column. Those bonus amounts are found in the “Bonus” column in the “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40 of this proxy statement

(3)

Amounts in this column reflect the percentage of 2013 base salary represented by awards of restricted common shares, valued using The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date, which were granted in 2014 for 2013 performance. Base salary is reported in the “Salary” column for 2013 and the restricted common shares award is reported in the “Stock Awards” column for 2014 in the “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40 of this proxy statement. With respect to Mr. Sulerzyski, the amount in this column excludes the award of 2,000 restricted common shares, granted as a discretionary time-vested grant on January 23, 2014, as disclosed in footnote 4 of the “SUMMARY COMPENSATION TABLE FOR 2014”, beginning on page 40 of this proxy statement.

(4)

Amounts in this column reflect the percentage of 2014 base salary represented by awards of restricted common shares, valued using The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date, which were granted in 2015 for 2014 performance. Base salary is reported in the “Salary” column for 2014 and the restricted common shares award is reported in the “1/29/2015” row of the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2014” table beginning on page 44 of this proxy statement.

•

Chief Executive Officer Compensation: Based upon the Compensation Committee’s review of corporate and individual performance, Mr. Sulerzyski’s base salary was increased from $460,125 to $500,000 on January 1, 2015. For 2014 performance, Mr. Sulerzyski was awarded an annual cash incentive equal to $311,504 (67.6% of 2014 base salary). For 2014 performance, Mr. Sulerzyski was also granted an award of 12,851 restricted common shares under the equity-based long-term incentive program. Restricted common shares were granted to Mr. Sulerzyski on January 29, 2015, and are subject to both time-based and performance-based vesting in that they will vest on the third anniversary of the grant date, provided that Peoples has maintained a well capitalized status and had a positive net income for each of the fiscal years comprising the vesting period. In the event the performance metrics are not met in a given year, the awards to be received at the end of the cliff-vesting period will be reduced by one-third. The economic value of this grant was $303,669 (66.0% of 2014 base salary), based on The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date. Each of these awards was determined based on corporate and individual achievement of the threshold level or above in key metrics determined by the Compensation Committee and the full Board. With respect to individual goals, when threshold levels of achievement are not met, a named executive officer receives no payments with respect to those goals.

•	Other Named Executive Officer Compensation: Compensation decisions for the other named executive officers are summarized in the table below. Cash incentive awards were based on achievement of corporate and individual goals, at varying levels from threshold, to target, to maximum. Restricted common shares were granted to each named

---

•

In recognition of the results for 2014, particularly with respect to Peoples’ successful due diligence, conversion, and integration in 2014 of the three financial institution acquisitions, and the continuation of Peoples’ performance with respect to compliance, audit, and effective risk management, the Compensation Committee approved one-time discretionary cash payments to select employees and officers of Peoples who were integral in these processes. As leaders of the business units most responsible for these results in 2014, the Compensation Committee also included Mr. Sloane, Mr. Kirtley, and Ms. Schneeberger among the recipients of a discretionary payment. Mr. Sloane received $25,000; Mr. Kirtley received $10,000; and Ms. Schneeberger received $25,000. These discretionary payments are noted in the “Bonus” column of the “SUMMARY COMPENSATION TABLE FOR 2014” found on page 40.

•

The Compensation Committee reviewed and considered the non-binding advisory vote of shareholders (which approved the compensation of Peoples' named executive officers as disclosed in the Proxy Statement for the 2014 Annual Meeting of Shareholders) and focused on continuing to design executive compensation programs intended to meet the best interests of Peoples’ shareholders. The result of the advisory vote in 2014 was 7,138,247 common shares voting in favor of the advisory resolution to approve the named executive officer compensation for 2013, an approval rate of 80.5% of common shares voted. The Compensation Committee believes this result reflects a well-considered executive compensation program.

---

•

Base Salary: Base salaries are benchmarked at the median of those of similarly-situated officers serving with members of Peoples' Peer Group (as defined on page 30). Based upon individual circumstances, actual base salary levels may be higher or lower than this “market median”. For the purposes of the annual incentive program, and as used herein, “base salary” is defined as the base salary compensation paid during the calendar year.

•

Total Cash Compensation: Total cash compensation represents base salary plus any annual cash incentive payout received. The long-term objective is for total cash compensation to be consistent with the market median of that received by similarly-situated officers serving with members of Peoples' Peer Group for achieving target performance. Likewise, the objective is for compensation at or above the 75th percentile of that received by such executive officers for achieving performance at the 75th percentile of the Peer Group.

•

Total Direct Compensation: The objective is to grant equity-based awards only after performance goals for a fiscal year have been attained. Equity-based awards are granted with a three-year vesting period, which enhances employee retention and reduces the sensitivity to short-term performance. Beginning with equity-based awards granted in 2015 for 2014 performance, equity awards will be subject to three-year “cliff vesting”; however, in the event the performance metrics are not met in a given year, the awards to be received at the end of the cliff-vesting period will be reduced by one-third. Prior to 2015, equity-based awards had been granted with a three-year pro-rata vesting schedule based upon the achievement of a performance trigger in each of the years preceding a vesting date. Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. The long-term goal for total direct compensation is that the total direct compensation ranking for each named executive officer, compared to the total direct compensation of the similarly-situated officers serving with members of Peoples' Peer Group, will reflect a percentile similar to that resulting when Peoples' performance, as measured by Return on Average Equity, Return on Average Assets, and other common measures used by the financial services industry, and especially community banks, is compared to that of the members of Peoples' Peer Group. For example, if target performance is achieved both at the individual and corporate level, it is expected that each executive officer's total direct compensation will approximate the market median of similarly-situated officers serving with members of Peoples' Peer Group and that Peoples' performance under the relevant measures will generally align with the median performance of members of the Peer Group.

---

---

•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive compensation;

•	Discretionary bonuses;

•	Retirement and other benefits; and

•	Perquisites and other personal benefits.

---

---

---

---

(a)	Forty percent (40%) of the participant's average compensation (annual compensation, providing the highest total for five consecutive years out of the last ten years of service), plus

(b)	Seventeen percent (17%) of the excess of the participant's average compensation over his/her Social Security-covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

(d)	The benefit amount in (c) is then multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date.

(a)	Forty percent (40%) of the participant's average compensation (annual compensation providing the highest total for five consecutive years out of the last ten years of service), plus

---

(b)	Seventeen percent (17%) of the excess of the executive officer's average compensation over his/her Social Security-covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

(d)	The benefit amount in (c) is then multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date, and reduced by one-fifteenth for each of the first five years and one-thirtieth for each of the next ten years by which the participant's early retirement date precedes the normal retirement date.

(a)	The Cash Balance Account (as such term is defined in the Retirement Plan) at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the participant's date of termination of employment on the Cash Balance Account as of the end of the prior plan year based on the one-year constant maturity rate for the December preceding the determination year plus 50 basis points, plus

(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year.

(d)	The Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(a)	The Cash Balance Account at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the participant's date of termination of employment on the Cash Balance Account as of the end of the prior plan year based on the one-year constant maturity rate for the December preceding the determination year plus 50 basis points, plus

(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year.

(d)	The Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(e)	The benefit is reduced by one-fifteenth for each of the first five years and one-thirtieth for each of the next ten years by which the participant's early retirement date precedes the normal retirement date.

---

---

---

---

•	Balance between base salary, and cash and equity-based incentive compensation opportunities;

•	Maximum payouts which limit overall payout potential;

•	Balance between short-term (cash) and long-term (equity-based) incentive compensation opportunities;

•	Use of a balanced scorecard approach in setting performance goals with interacting, complementary incentive objectives that discourage emphasis on any single objective;

•	Peoples' tone at the top and culture of ethically doing the right thing;

•	Grants of only full value equity awards for purposes of potential equity-based long-term incentive compensation; and

•	Award of restricted common shares with a performance-based vesting requirement based upon the achievement of minimum company performance metrics

---

(1)	On February 25, 2015, Messrs. Sloane and Kirtley and Ms. Schneeberger were paid a one-time bonus, authorized by the Compensation Committee on January 23, 2015 in recognition for outstanding accomplishments in 2014 with respect to operational soundness and execution of Peoples’ acquisition strategy.

(2)	Mr. McGill was paid a $50,000 bonus on October 1, 2012 as part of a retention strategy specific to Mr. McGill.

(3)	Mr. Kirtley received a retention bonus of $20,000 on February 15, 2012 in accordance with his initial employment offer.

(4)

The amounts in column (e) for 2014 reflect the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted common shares pursuant to the 2013 incentive program, which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 16. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2014. With respect to Mr. Sulerzyski, the amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples’ common shares on the grant date for not only (i) the award of 8,904 restricted common shares pursuant to the 2013 incentive program as discussed in the preceding paragraph of this footnote (4) but also (ii) the award of 2,000 restricted common shares approved by the Compensation Committee on January 23 2014, which vested on July 28, 2014. The 2,000 restricted common shares represented a discretionary time-vested grant made in accordance with the Compensation Committee’s determination that Mr. Sulerzyski’s payout percentages were not in line with the Peer Group median during 2013. The discretionary grant represented an additional 10% payout, bringing Mr. Sulerzyski’s incentive compensation under the equity-based long-term incentive program for 2013 (and granted in 2014) in line with the Compensation Committee’s target. For a more complete discussion of the background of this discretionary grant, please see the disclosure under the caption “Executive Summary -- Pay for Performance: Our Key Compensation Decisions - Discretionary Share Grant” in the “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” section of Peoples’ Proxy Statement, dated March 20, 2014, related to the Annual Meeting of Shareholders held on April 24, 2014.

---

(5)

The amounts in column (e) for 2013 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted common shares pursuant to the 2012 incentive program, which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(6)

The amounts in column (e) for 2012 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted common shares pursuant to the 2011 incentive program, which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(7)

The amount reported represents the total of two separate equity grants to Mr. McGill made in 2012. The first grant represents $32,007 of the sum in column (e) which reflects the grant date fair value, computed in accordance with FASB ASC Topic 718 based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for an award of restricted common shares pursuant to the 2011 incentive program under Peoples' 2006 Plan and is reported for the fiscal year during which the restricted common shares were granted. The reported amount excludes the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The second grant represents $317,850 of the sum in column (e) which reflects the grant date fair value of 15,000 restricted common shares granted to Mr. McGill on October 30, 2012. The restrictions lapsed as to 5,000 common shares on each of October 30, 2013, and October 30, 2014, and will lapse as to the remaining 5,000 common shares on October 30, 2015 if Mr. McGill remains employed by Peoples on that date. The reported amount excludes the impact of estimated forfeitures related to service-based vesting conditions as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(8)	The amounts in column (g) represent cash incentives earned under the incentive program and are reported for the fiscal year with respect to which the cash incentives were earned. The amounts shown for 2014 were paid February 25, 2015. The amounts shown for 2013 were paid February 21, 2014. The amounts shown for 2012 were paid February 22, 2013.

(9)

The amounts in column (h) include, for the participating named executive officers, the increase in the actuarial present value of the named executive officer's accumulated benefits under the Retirement Plan determined using assumptions consistent with those used in “Note 11. Employee Benefit Plans” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and include amounts the executive officer may not be entitled to receive, because such amounts are not vested. Mr. Sulerzyski and Mr. Kirtley do not participate in the Retirement Plan. No amounts are required to be reported in this column with respect to earnings on compensation deferred under the NQDC Plan by the named executive officers since those earnings do not represent “above-market” earnings for purposes of the applicable SEC rules. For Ms. Schneeberger, the amounts in column (h) also include the amount of interest accrued ($637 in 2014, $788 for 2013, and $904 for 2012) on the cumulative amount of cash incentives deferred by her under the terms of the Amended and Restated Incentive Award Plan (the “Pre-2010 Incentive Plan”) since the interest rate was above-market or preferential. Ms. Schneeberger is the only named executive officer who participates in the Pre-2010 Incentive Plan. For purposes of the fiscal year ended December 31, 2014, the actuarial present value of the accumulated benefits for Mr. Sloane, Mr. McGill, and Ms. Schneeberger represented a net gain in value, resulting in a value of $67 reported in the table above for Mr. Sloane, a value of $27 reported for Mr. McGill, and a value of $279,143, reported for Ms. Schneeberger. The increase in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” for Ms. Schneeberger is additionally based upon two factors in 2014. There were no changes to the underlying plans that are the basis for these figures. The first factor was an update in mortality tables used to calculate actuarial present value, increasing the life expectancy assumption used in the calculation. This factor increased the present value of benefits for Ms. Schneeberger by $144,895. Second, a decrease in the discount rate used in the actuarial present value due to persistently low interest rates resulted in a substantial increase in Ms. Schneeberger’s actuarial present value. This factor increased the present value of Mr. Schneeberger’s benefits by $99,797. The remaining increase was a result of the fair market increase of the value of the assets of $34,451.

---

(10)

All other compensation for each individual for 2014 includes: (i) Mr. Sulerzyski - Peoples' 401(k) Plan company match in the amount of $10,400, $1,250 wellness incentive payment, and $17,419 in company matching contributions under the NQDC Plan; (ii) Mr. Sloane - Peoples' 401(k) Plan company match in the amount of $10,400, $1,250 wellness incentive payment and $1,556 in company matching contributions under the NQDC Plan; (iii) Mr. McGill - Peoples' 401(k) Plan company match in the amount of $10,400, Executive Health Program payments made on his behalf in the amount of $1,434, $625 wellness incentive payment, and $3,421 in company matching contributions under the NQDC Plan; (iv) Mr. Kirtley - Peoples' 401(k) Plan company match in the amount of $10,400, Executive Health Program payments made on his behalf in the amount of $1,990, $1,250 wellness incentive payment and $1,493 in company matching contributions under the NQDC Plan; and (v) Ms. Schneeberger - Peoples' 401(k) Plan company match in the amount of $10,400, $1,250 wellness incentive payment and $1,706 in company matching contributions under the NQDC Plan. See the disclosure under the caption “NON-QUALIFIED DEFERRED COMPENSATION FOR 2014” beginning on page 46 of this Proxy Statement for more information concerning the calculation of earnings with respect to contributions made by Peoples and the named executive officers, and credited to the named executive officers’ accounts under the NQDC Plan.

(1)

Annual cash incentive potential available for payment through the incentive program if the indicated level of performance were achieved for the 2014 fiscal year. Refer to the discussion under the caption “2014 Executive Compensation Components - Cash and Equity-Based Incentive Program” beginning on page 31 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding the incentive program. The annual cash incentive earned for the 2014 fiscal year is reported in column (g) of the “SUMMARY COMPENSATION TABLE FOR 2014”.

(2)

Economic value of equity-based grants available for award through the incentive program under Peoples’ 2006 Plan if the indicated level of performance were achieved for the 2014 fiscal year. Equity-based incentive awards are denominated in dollars, rather than number of common shares. As a result, the threshold, target and maximum amounts are shown in “dollars” rather than the “number of common shares.” At the time of payout, the economic value of the actual award earned will be translated into awards of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards are made after results in respect of the fiscal year's performance goals have been measured, and the awards with respect to the performance for the 2014 fiscal year were granted on January 29, 2015. Refer to the discussion under the caption “2014 Executive Compensation Components - Cash and Equity-Based Incentive Program” beginning on page 31 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding grants of equity-based awards.

---

(3)

Except as noted in footnote (4) below, the number of common shares shown in column (j) reflects the aggregate number of restricted common shares granted through the incentive program based upon corporate and individual performance for the 2013 fiscal year, which were granted under the 2006 Plan on February 4, 2014. The economic value of the equity-based incentive awards earned was converted into the number of restricted common shares shown, using the closing price of Peoples' common shares on the grant date. One-third of these restricted common shares vested on February 4, 2015. One-third will vest on February 4, 2016 if the named executive officer remains employed by Peoples on that date, and one-third will vest on February 4, 2017 if the named executive officer remains employed by Peoples on that date. The vesting on each anniversary of the grant date is also subject to the requirements that Peoples have maintained a well capitalized status under applicable regulatory standards and reports net income for the fiscal year ended immediately prior to the applicable anniversary of the grant date. The named executive officer has the right to vote the common shares underlying the restricted common shares and is entitled to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued. Refer to the discussion under the caption “2014 Executive Compensation Components - Cash and Equity-Based Incentive Program” beginning on page 31 of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” for additional information regarding grants of equity-based awards.

(4)

These 2,000 restricted common shares represented a discretionary time-vested grant made in accordance with the Compensation Committee’s determination that Mr. Sulerzyski’s payout percentages were not in line with the Peer Group median during 2013. The discretionary grant represented an additional 10% payout, bringing Mr. Sulerzyski’s incentive compensation under the equity-based long-term incentive program for 2013 (and granted in 2014) in line with the Compensation Committee’s target. For a more complete discussion of the background of this discretionary grant, please see the disclosure under the caption “Executive Summary -- Pay for Performance: Our Key Compensation Decisions - Discretionary Share Grant” in the “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” section of Peoples Proxy Statement, dated March 20, 2014, related to the Annual Meeting of Shareholders held on April 24, 2014.

---

(1)	Represents common shares underlying stock options granted to Ms. Schneeberger.

(2)	Stock-settled SARs covering 938 common shares were approved by the Compensation Committee on February 8, 2007, granted on February 13, 2007, and vested on February 13, 2010. Stock-settled SARs covering 1,165 common shares were approved by the Compensation Committee on February 14, 2008, granted on February 20, 2008, and vested on February 20, 2011.

(3)

Represents unvested portion, or one-third, of the original award, as of December 31, 2014, of restricted common shares which were approved by the Compensation Committee on January 24, 2013, and granted on January 29, 2013, with respect to individual performance for the 2012 fiscal year. One-third of the restricted common shares had a time and performance based vesting requirement and vested on January 29, 2014, as the named executive officer remained employed by Peoples on that date. One-third of the restricted common shares vested on January 29, 2015, as the named executive officer remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2014, and one-third will vest on January 29, 2016 if the named executive officer remains employed by Peoples on that date. The vesting on January 29, 2016 is also subject to the requirements that Peoples maintains a well capitalized status under applicable regulatory standards and reports net income for the fiscal year ending December 31, 2015.

---

(4)

Represents unvested portion, as of December 31, 2014, of restricted common shares which had been approved by the Compensation Committee on January 30, 2014, and granted on February 4, 2014, with respect to individual performance for the 2013 fiscal year. One-third of the restricted common shares had a time and performance based vesting requirement and vested on February 4, 2015, as the named executive officer remained employed by Peoples on that date. One-third of the restricted common shares will vest on February 4, 2016 if the named executive officer remains employed by Peoples on that date, and one-third will vest on February 4, 2017 if the named executive officer remains employed by Peoples on that date. The vesting on each anniversary of the grant date was and is also subject to the requirements that Peoples has and will maintain a well capitalized status under applicable regulatory standards and has and will report net income for the fiscal year ending immediately prior to the applicable anniversary of the grant date.

(5)

Represents unvested portion, or one-third, of the original award, as of December 31, 2014, of restricted common shares which had been approved by the Compensation Committee on September 13, 2012, and granted on October 30, 2012. One-third of these restricted common shares vested on October 30, 2013, one-third of these restricted common shares vested on October 30, 2014, and the remaining one-third will vest on October 30, 2015, provided Mr. McGill remains employed by Peoples on that anniversary date.

(6)

Represents restricted common shares which were approved by the Compensation Committee on January 22, 2015, and granted on January 29, 2015, with respect to individual performance for the 2014 fiscal year. They are considered “unearned” as they could not have been granted until after the end of the 2014 fiscal year when the performance results upon which they were based were determined. These restricted common shares were granted with a three-year “cliff vesting” period, and will vest on the third anniversary of the grant date. The vesting on the three-year anniversary of the grant date is also subject to the requirements that Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period. The market value of the unearned stock awards is based on the closing price of Peoples' common shares as reported on The NASDAQ Global Select Market® on January 29, 2015, which was $23.63.

---

(1)	Messrs. Sulerzyski and Kirtley were employed by Peoples after the Retirement Plan was closed to new entrants and, therefore are not and will not be participants in the Retirement Plan.

---

(1)	Messrs. Sulerzyski, Sloane, McGill and Kirtley do not participate in the Pre-2010 Incentive Plan.

(2)	The amount reported represents the aggregate amount deferred by each participant with respect to the NQDC Plan for compensation earned during 2014 and contributed to the NQDC Plan.

(3)	The amount reported represents the matching contribution made by Peoples to each participant’s account, pursuant to the NQDC Plan. These matching contributions were made on March 16, 2015 with respect to the participant’s 2014 contributions. These amounts are included in “All Other Compensation” for 2014 in the “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40 of this Proxy Statement.

(4)	The amounts reported represent the aggregate annual earnings on executive contributions during 2014. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2014”, as they are not above market or preferential.

(5)

The amount reported represents the aggregate earnings on the accumulated mandatory and voluntary deferrals of cash incentives. The interest rate for 2014 was 3.08%. This amount is included in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column total for 2014 for Ms. Schneeberger reported in the “SUMMARY COMPENSATION TABLE FOR 2014” on page 40. This amount is also included as part of the aggregate earnings reported in the “Total” column for Ms. Schneeberger.

(6)	The amounts reported represent fees paid for record keeping and administration of the NQDC Plan.

(7)

The amounts reported represent the accumulated total of executive contributions, company matching contributions, and aggregate earnings under the NQDC Plan for each participant. The following amounts are included in the aggregate balance as of December 31, 2014 and have not been reported as compensation to the listed officers in the Summary Compensation Tables for 2014 and 2013: (a) Mr. Sulerzyski - $2,541; (b) Mr. Sloane - $54; (c) Mr. McGill - $1,057; (d) Mr. Kirtley - $151; and (e) Ms. Schneeberger - $56.

(8)	This amount represents the accumulated voluntary deferrals of cash incentives and earnings thereon. All of this amount has been previously reported as compensation to Ms. Schneeberger in the Summary Compensation Tables for past fiscal years as well as 2014.

---

•	all vested equity-based awards earned through the long-term equity-based incentive compensation programs;

•	all cash incentives voluntarily deferred under the Pre-2010 Incentive Plan. (This amount for Ms. Schneeberger ($21,319) is included in the table in the section captioned “NON-QUALIFIED DEFERRED COMPENSATION FOR 2014” beginning on page 46 within the “Aggregate Balance at Last Fiscal Year-End” column);

•	the balance of the named executive officer's account in Peoples' 401(k) Plan;

•	the balance credited to the named executive officer’s bookkeeping account in the NQDC Plan;

•	pay for a pro rata portion of unused paid time off, commensurate with the length of service in the current calendar year, if the named executive officer has been employed by Peoples for three or more years (except in the case of termination for cause); and

•

amounts accrued and vested under the named executive officer's account in the Retirement Plan. These amounts are included in the table under the heading “PENSION BENEFITS FOR 2014” on page 46 and shown in the “Present Value of Accumulated Benefit” column. Ms. Schneeberger has met the five or more years of service requirement and would be paid the amount shown for her upon any termination of employment.

•	all previously unvested equity-based awards would vest with respect to grants made prior to April 25, 2013

•	unvested grants made after April 25, 2013 would vest in accordance with the time-based and performance-based vesting requirements specific to the grant, and would not be accelerated based upon retirement or death.

•

If a named executive officer is terminated without cause or terminates his or her employment with Peoples and its subsidiaries for good reason within 24 months following the change in control, and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then all of the named executive officer’s outstanding options and SARs would become immediately and fully exercisable and, in the case of restricted common shares (other than restricted performance stock), all outstanding awards would become immediately and fully vested. In the case of restricted performance stock and performance units, all of the named executive officer’s outstanding awards would be deemed to have been fully earned based on the target level of performance being attained. In the case of outstanding options or SARs, the named executive officer may exercise these options or SARs at any time within one year after such termination, except that an option or SAR would not be exercisable on any date beyond the expiration date of such option or SAR. If the named executive officer dies after such termination, the exercisability of all outstanding options or SARs would be treated in the same manner as that provided for a termination due to retirement; and

•

If a named executive officer’s employment is terminated for cause within 24 months following such change in control and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then any options or SARs of such individual would expire, any non-vested restricted stock, restricted performance stock, or performance units would be forfeited, and all rights under such awards would terminate immediately.

---

•	a “person” or “group” (as defined in Section 409A of the Internal Revenue Code) acquires ownership of shares of Peoples that, together with shares held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of Peoples;

•	any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of shares of Peoples possessing 35% or more of the total voting power of the shares of Peoples;

•	a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date that such appointments or elections are made; or

•	any person or group acquires (or has acquired), during the 12-month period ending on the date of the most recent acquisition by such person or group, assets from Peoples that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Peoples immediately prior to such acquisition or acquisitions.

---

(1)

Ms. Schneeberger met the definition of early retirement according to the restricted common shares award granted in 2013, and would have received accelerated vesting for this award had she elected early retirement on December 31, 2014. The award granted in 2014 does not allow for early retirement, and so she would not have received accelerated vesting for that award if she had elected early retirement on December 31, 2014.

(2)	Under the terms of the change in control agreements, the named executive officers continue to participate in life, medical, and dental insurance during the term of their respective non-compete agreements -15 months for Mr. Sulerzyski, and 12 months for the other officers.

(3)

In the event any payments to the named executive officers would exceed the amount that could be received without the imposition of an excise tax under Section 4999 of the Internal Revenue Code, the payments would be reduced to the extent necessary to ensure that such payments would be limited to the greater of (i) the dollar amount which could be paid to the named executive officer without triggering an excise tax under Section 4999 of the Internal Revenue Code, or (ii) the greatest after-tax amount payable to the executive after taking into account any excise tax imposed under Section 4999 of the Internal Revenue Code on the total payments.

---

---

•	Termination of service as a director of Peoples due to death, disability, or retirement: The restrictions on the restricted common shares would have lapsed, and the restricted common shares would have become fully vested on the termination date.

•	Termination of service as a director of Peoples for cause or any reason other than retirement, death or disability: Any non-vested restricted common shares would have been forfeited on the termination date.

---

(1)

Charles W. Sulerzyski, who serves as President and Chief Executive Officer of Peoples and Peoples Bank, is not included in this table. Mr. Sulerzyski receives no compensation in his capacity as a director of Peoples and Peoples Bank. The compensation received by Mr. Sulerzyski as an executive officer of Peoples and Peoples Bank is shown in the table under the section captioned “SUMMARY COMPENSATION TABLE FOR 2014” beginning on page 40.

(2)	David F. Dierker became a director of Peoples and Peoples Bank on June 26, 2014.

(3)	Theodore P. Sauber retired as a director of Peoples and Peoples Bank on April 24, 2014.

(4)

Amounts reported represent the aggregate cash quarterly and meeting fees (including travel fees paid or payable to each director). Included in these amounts are voluntary elective deferrals of fees made pursuant to the Directors’ Deferred Compensation Plan. Deferrals of these fees for 2014 were: $20,350 for Ms. Abraham; $13,000 for Mr. Dierker; $24,400 for Dr. Jones; and $17,225 for Mr. Mead. All other amounts representing the cash portion paid for quarterly fees, meeting fees, and travel fees for 2014 are included in this table. Pursuant to the 2014 compensation structure for directors, the

---

(5)

Amounts reported represent the equivalent fair market value of common shares at the time of payment, with the common share payments being paid quarterly, to the directors as the equity portion of the quarterly and meeting fees for services rendered as a director of Peoples, computed in accordance with FASB ASC Topic 718. This column also includes the grant date fair value related to the issuance of 300 restricted common shares to each of the non-employee directors listed in the table above, other than Mr. Dierker and Mr. Sauber. The grant date fair value related to each issuance of common shares represented the closing price of Peoples' common shares on The NASDAQ Global Select Market® on the date of issuance times the number of common shares issued. The restricted common shares had a time-based vesting requirement and vested six months after the grant date, as each individual continued to serve as a director of Peoples for that period of time. As a result, there were no unvested stock awards outstanding at December 31, 2014.

(6)

The aggregate number of common shares underlying unexercised non-qualified stock options outstanding at December 31, 2014 were: (i) Tara M. Abraham - none; (ii) Carl L. Baker, Jr. - 2,355; (iii) George W. Broughton - 2,355; (iv) David F. Dierker - none; (v) Richard Ferguson - 2,355; (vi) James Huggins - none; (vii) Dr. Brenda F. Jones - 1,178; (viii) David L. Mead - 600; (ix) Susan D. Rector - none; (x) Theodore P. Sauber - 1,200; and (xi) Thomas J. Wolf - 2,355. All of these outstanding non-qualified stock options had vested prior to January 1, 2008.

(7)	Amounts reported represent 2014 earnings on each participating director's bookkeeping account under the Directors’ Deferred Compensation Plan.

(8)	Amounts reported represent the amount of Peoples' 2014 annual premium payment for group term life insurance covering each of the directors.

---

(1)	Audit Fees pertain to professional services rendered in connection with the audit of Peoples' annual consolidated financial statements and review of the consolidated financial statements included in Peoples' Quarterly Reports on Form 10-Q, as well as internal control testing for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	Tax Fees pertain to services rendered for tax planning and advice, tax compliance, and assistance with tax audits and appeals.

---

---

---

---