|
Exhibit 10-24(b)
PEOPLES BANCORP INC.
FIRST AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
WITH LARRY E. HOLDREN
WHEREAS, Peoples Bancorp
Inc., a financial holding company located in Marietta, Ohio
(the “Company”) and Larry E. Holdren, an
executive of the Company (the “Executive”) did
enter into that certain Change in Control Agreement adopted
on August 11, 2004 (“Agreement”);
and
WHEREAS, Section 3.11 of
the Agreement permits the Company and the Executive to amend
the Agreement in a writing signed by each; and
WHEREAS, on February 14,
2008, the Board of Directors of the Company authorized the
execution of an amendment to the Agreement on terms
substantially similar to those set forth below;
and
WHEREAS, the Company and
the Executive each believe that it would be in their best
interest and desire to amend the Agreement, as set forth
below, effective as of February 18, 2008.
NOW THEREFORE, in
consideration of the mutual promises and covenants contained
herein and in the Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive hereby agree to
amend the Agreement as follows:
1.
Section 2.1.1 of the Agreement is hereby deleted in its
entirety and replaced with the following:
|
2.1.1
|
Amount
of Benefit. The benefit under this Section 2.1 is equal to one (1)
times the amount of the Executive’s Base Annual Compensation
as
|
| 
