PEOPLES BANCORP INC. CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL Agreement is adopted this 14 th day of September, 2009, by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Daniel K. McGill (the  “Executive”), an Executive of the Company or any of its subsidiaries.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to retain the Executive’s services and to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties, without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company or the assertion of claims and actions against the Executive.

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1           “ Agreement ” means this Peoples Bancorp Inc. Amended and Restated Change in Control Agreement, as it may be amended from time to time.

1.2           “ Base Annual Compensatio n” means the Executive’s average annualized compensation paid by the Company which was includible in the Executive’s gross income during the most recent five taxable years ending before the date of the Change in Control.  The definition includes amounts includible in compensation, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, as well as any compensation included in the Executive’s “base amount” within the meaning of Section 280G of the Code.

1.3           “ Cause ” means

(a)  Gross negligence or gross neglect of duties; or

(b)  Commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Company or a Subsidiary; or

                (c)  Fraud, disloyalty, dishonesty or willful violation of any law or significant Company or Subsidiary policy committed in connection with the Executive’s employment; or

                (d)  Issuance of an order for removal of the Executive by the Company’s bank regulators.

1.4           “ Change in Control ” shall occur on the earliest date that

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

(b) any person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company;

(c) a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date that such appointments or elections are made; or

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

Notwithstanding the foregoing, the definition of “Change in Control” shall be interpreted consistent with the definition of “change in control event” under Section 409A of the Code.

1.5           “ Code ” means the Internal Revenue Code of 1986, as amended.

1.6           “ Disability ” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.7            “ Good Reason ” means, without the Executive’s express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events:

(a)  The assignment to the Executive of any material duties or responsibilities inconsistent with the Executive’s positions, or a change in the Executive’s reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions, except in connection with the Executive’s Termination of Employment for Cause, Disability, retirement, or as a result of the Executive’s death;

(b)           A reduction by the Company in the Executive’s base salary;

(c)           The taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any benefit plans, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof;

(d)           Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 3.9 hereof; or

(e)           The Company directing the Executive to be reassigned to an office location fifty (50) miles or more from the current office location of the Executive except for required travel on Company business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence.

1.8           “ Subsidiary ” means any entity that, along with the Company, would be treated as a single employer under Sections 414(b) and (c) of the Code.

1.9           “ Termination Date ” shall mean the date of the Executive’s Termination of Employment.

1.10         “ Termination of Employment ” shall mean a “separation from service”, within the meaning of Section 409A of the Code, by the Executive from the Company and its Subsidiaries.

2.1       Change in Control Benefit .  If within the six (6) months prior or twenty-four (24) months following a Change in Control of the Company, the Executive shall have an involuntary Termination of Employment by the Company other than for Cause, or shall have a voluntary Termination of Employment for Good Reason, the Company shall pay to the Executive a benefit under this Article.

2.1.1     Amount of Benefit . The benefit under this Section 2.1 is two (2) times the Executive’s Base Annual Compensation at the date of the Change of Control.

2.1.2     Payment of Benefit .  The Company shall pay the benefit to the Executive in a lump sum within thirty (30) days following the Termination Date.  Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the date of the Executive’s Termination Date, and the payment described in Section 2.1.1 of this Agreement is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall be made on the first business day of the seventh (7th) month following the Termination Date (or, if earlier, the Executive’s date of death).

2.1.3    Insurance Benefits .  During the period of time specified in Section 3.2 of this Agreement, the Executive shall receive, in addition to the benefit provided in Section 2.1.1 of this Agreement the following benefits substantially in the form and expense to the Executive as received by the Executive on the Termination Date: (a) medical and dental insurance; and (b) life insurance.   The provision of medical and dental insurance beyond the period of time described in Treasury Regulation §1.409A-1(b)(9) and the provision of life insurance benefits pursuant to this Section 2.1.3 shall, however, be subject to the following limitations: (i) the benefits provided during Executive’s taxable year may not affect the benefits to be provided to Executive in any other taxable year, (ii) reimbursements or payments must be made on or before the last day of Executive’s taxable year following the taxable year in which the expense being paid or reimbursed was incurred, and (iii) the right to continued coverage is not subject to liquidation or exchange for another benefit.

It is understood and agreed that any rights and privileges of the Executive provided by the Consolidated Omnibus Budget Reconciliation Act of 1986, amending the Employee Retirement Income Security Act, the Internal Revenue Code and the Public Health Services Act, as amended, shall begin at the end of the period of time specified in Section 3.2 of this Agreement.

2.2            Excess Parachute Payment . Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive which constitute “excess parachute payments,” as defined in Section 280G of the Code, then the payments made to the Executive shall be the greater of: (a) one dollar ($1.00) less than the amount which would cause the payments to the Executive (including payments to the Executive which are not included in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Cod