EXHIBIT 10.1 RESIGNATION AND SEVERANCE AGREEMENT

EXHIBIT 10.1

RESIGNATION AND SEVERANCE AGREEMENT

This Resignation and Severance Agreement (the “Agreement”) is entered into by and between Donald J. Landers, Jr. (“Executive”), and Peoples Bancorp Inc., an Ohio corporation, and Peoples Bank, National Association, a national banking association (collectively, the “Employer”).

Background Information

A.           The purpose of this Agreement is to set forth certain understandings that have been reached between Executive and Employer concerning Executive’s resignation from employment with Employer.

B.           Executive has been employed by Employer since June 30, 2003, serving as Employer’s Chief Financial Officer and Treasurer from August 1, 2006 until April 9, 2007.

C.           Executive desires to resign employment, and the parties desire to end the employment relationship with as little disruption as possible.

Agreement

In consideration of the promises, covenants, and agreements herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereto, intending to be legally bound, agree as follows:

1.            Resignation .  Executive is resigning from employment with Employer and all of its related subsidiaries and affiliates, per Attachment A.

2.            Severance Payments and Benefits to Executive .  After the seventh day from Executive’s execution of this Agreement, Executive shall receive the following severance pay and benefits:  (a) severance pay equivalent to six (6) months of his base salary in effect immediately prior to April 9, 2007, in one lump-sum (less applicable withholdings and taxes); and (b) if Executive elects to continue healthcare and dental coverage under Employer’s plan pursuant to COBRA, Employer will pay Executive’s COBRA healthcare premiums for coverage through April 30, 2008.  After April 30, 2008, Executive will be responsible for paying the COBRA premiums to continue such coverage.

3.            Release .  Executive, for himself, his family, his heirs, and assigns, hereby forever releases and discharges, Employer, its affiliates, officers, directors, employees, agents and assigns (collectively, the “Released Parties”) from any and all charges, claims, demands, judgments, causes of action, damages, expenses, costs, attorneys’ fees, and liabilities of any kind whatsoever that may be lawfully released and discharged.  Executive acknowledges that the claims released by this section include all rights and claims relating to his employment and the termination of his employment, including without limitation any claims he may have under:

This Release specifically includes a release of any claims for employment discrimination under federal, state and local laws.  This Release extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring before the signing of this Agreement.  This release does not extend to:  (a) rights or claims arising after the execution of this Agreement; (b) the enforcement of Executive’s rights under this Agreement;  (c) any vested rights of Executive under Employer’s retirement savings plan, stock option plans,  or other benefits plans; or (d) any rights under Ohio’s workers’ compensation or unemployment compensation laws.

4.            Rights to Counsel and Revocation .  Executive has been advised that he:  (a) should consult with an attorney before signing this Agreement; (b) has twenty-one (21) days within which to consider signing this Agreement; (c) may revoke this Agreement at any time before the expiration of seven days after he signs it by providing written notice to Employer; and (d) will not receive any payment provided herein until after expiration of such seven-day revocation period.

5.            Confidential Information .   Executive shall treat as confidential all Confidential Information belonging to Employer which has been disclosed to Executive, which Executive may have acquired or developed or which Executive observed in the course of Executive’s performance of services for Employer and which at the time of disclosure was not previously known by Executive and not known or used by others in the financial services business.  Executive shall not disclose, publish or otherwise use, any such Confidential Information without Employer’s prior written consent.  As used in this Agreement, “Confidential Information” means any information concerning the organization, business or finances of Employer (or of any third party which Employer is under an obligation to keep confidential) that is maintained by Employer as confidential.  Such Co