As filed with the Securities and Exchange Commission on May 24, 1995
Registration No. 33-_____________
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEOPLES BANCORP INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0987416
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Peoples Bancorp Inc.
1995 Stock Option Plan
-------------------------------
(Full title of the plan)
Charles R. Hunsaker, Esq. Copy to:
Peoples Bancorp Inc. Elizabeth Turrell Farrar, Esq.
138 Putnam Street Vorys, Sater, Seymour and Pease
P. O. Box 738 52 East Gay Street
Marietta, Ohio 45750 Columbus, Ohio 43216-1008
---------------------------------------
(Name and address of agent for service)
(614) 373-3155
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Page 1 of 44 Pages
Index to Exhibits at Page II-12 (Page 14 as sequentially numbered).
(Continuation of Facing Page)
-----------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price(1) fee
---------- ---------- ------------- -------------- ------------
Common 100,000 $22.50 for $2,295,012.50 $792.00
Shares, 9,975 common
Without shares;
Par Value $23.00 for
90,025 common shares
--------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the aggregate
offering price and the registration fee pursuant to Rules 457(c)
and (h) promulgated under the Securities Act of 1933, as amended,
and computed on the basis of: (a) $22.50 per share for 9,975 of
the common shares to be registered, which is the price at which
options granted to purchase such common shares may be exercised;
and (b) $23.00 per share for 90,025 of the common shares to be
registered, which will be subject to options granted in the future,
which price is the average of the high and low sales prices of
the common shares as reported on the NASDAQ National Market
System on May 22, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 of Peoples Bancorp Inc. (the "Registrant") and
all other reports filed with the Securities and Exchange
Commission (the "Commission") pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's common shares contained in
the Registrant's Registration Statement on Form 8-B (File No.
0-16772) filed with the Commission on July 20, 1993, is
incorporated herein by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents
which may be filed with the Commission pursuant to Sections 13,
14, or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the completion of the offering contemplated hereby,
shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation
Committee of the Board of Directors of the Registrant on
executive compensation and no performance graph included in any
Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
ARTICLE FIVE of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant.
ARTICLE FIVE provides:
Section 5.01. Mandatory Indemnification. The corporation
shall indemnify any officer or director of the corporation who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or
instituted by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or
agent of another corporation (domestic or foreign, nonprofit or
for profit), partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and
transcript costs), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to
any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. A person claiming
indemnification under this Section 5.01 shall be presumed, in
respect of any act or omission giving rise to such claim for
indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
matter, to have had no reasonable cause to believe his conduct
was unlawful, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of
itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed
action or suit instituted by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he
was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another
cooperation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, in
respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to
the extent that the Court of Common Pleas of Washington County,
Ohio or the court in which such action or suit was brought shall
determine upon application that, despite such adjudication of
liability, and in view of all the circumstances of the case, he
is fairly and reasonably entitled to such indemnity as such
Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of
the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
Section 5.01, or in defense of any claim, issue or matter
therein, he shall be promptly indemnified by the corporation
against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification
required under Section 5.01 and not precluded under Section 5.02
shall be made by the corporation only upon a determination that
such indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 5.01. Such determination may be
made only (A) by a majority vote of a quorum consisting of
directors of the corporation who were not and are not parties
to, or threatened with, any such action, suit or proceeding, or
(B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation,
or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas
of Washington County, Ohio or (if the corporation is a party
thereto) the court in where such an action, suit or proceeding
was brought, if any; any such determination may be made by a
court under division (D) of this Section 5.04 at any time
[including, without limitation, any time before, during or after
the time any such determination may be requested of, be under
consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent
legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04]; and no failure for any
reason to make any such determination, and no decision for any
reason to deny any such determination, by the disinterested
directors under division (A) or by independent legal counsel
under division (B) or by shareholders under division (C) of this
Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent
legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the
person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of
Washington County, Ohio or the court in which such action or
suit was brought, if any, to review the reasonableness of such
determination.
Section 5.05. Advances for Expenses. Expenses (including,
without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs) incurred in defending any
action, suit or proceeding referred to in Section 5.01 shall be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding to or on behalf of the officer
or director promptly as such expenses are incurred by him, but
only if such officer or director shall first agree, in writing,
to repay all amounts so paid in respect of any claim, issue or
other matter asserted in such action, suit or proceeding in
defense of which he shall not have been successful on the merits
or otherwise:
(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or
suit, he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his
duty to the corporation, unless and only to the extent that the
Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in
view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive. The
indemnification provided by this Article Five shall not be
exclusive of, and shall be in addition to, any other rights to
which any person seeking indemnification may be entitled under
the Articles or the Regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and
maintain insurance or furnish similar protection, including but
not limited to, trust funds, letters of credit, or
self-insurance, on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify
him against such liability under the provisions of this Article
Five. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes of this
Article Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be
terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement
thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of
him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or
agent, with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" within the
meaning of that term as used in this Article Five.
Section 5.09. Venue. Any action, suit or proceeding to
determine a claim for indemnification under this Article Five
may be maintained by the person claiming such indemnification,
or by the corporation, in the Court of Common Pleas of
Washington County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas
of Washington County, Ohio in any such action, suit or
proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by an Ohio corporation and provides as
follows:
(E) (1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any
criminal action or proceeding , if he had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless,
and only to the extent that, the court of common pleas
or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication
of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity
for such expenses as the court of common pleas or such
other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in division (E) (1) or (2) of this section, or in defense of
any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit,
or proceeding.
(4) Any indemnification under division (E) (1) or (2) of this
section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E) (1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties
to or threatened with the action, suit, or proceeding referred
to in division (E) (1) or (2) of this section;
(b) If the quorum described in division (E) (4) (a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained
by or who has performed services for the corporation or
any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E) (1) or
(2) of this section was brought.
Any determination made by the disinterested directors under
division (E) (4) (a) or by independent legal counsel under
division (E) (4) (b) of this section shall be promptly
communicated to the person who threatened or brought the action
or suit by or in the right of the corporation under division (E)
(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the
court of common pleas or the court in which such action or suit
was brought to review the reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding to in
division (E) (1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to
this division, that the provisions of this division do not apply
to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to
in division (E) (1) or (2) of this section is pursuant to
section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action,
suit or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action,
suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction
that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury
to the corporation or undertaken with reckless disregard
for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent
in defending any action, suit, or proceeding referred to in
division (E) (1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by
the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or
disinterested directors or otherwise, both as to action in their
official capacities and as to action in another capacity while
holding their offices or positions, and shall continue as to a
person who has ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, on behalf of or for
any person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under this section. Insurance may be
purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E) (1) or (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E) (5), (6), and (7) of this
section. Divisions (E) (1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to divisions (E) (5), (6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger
and the new or surviving corporation, so that any person who is
or was a director, officer, employee, trustee, member, manager,
or agent of such a constituent entity, or is or was serving at
the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities
which might be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-12.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A (1) (i) and
A (1) (ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13 (a) or Section 15 (d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Marietta, State of Ohio, on the 18th day of May, 1995.
PEOPLES BANCORP INC.
By: /s/ ROBERT E. EVANS
Robert E. Evans, President and CEO
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on the 18th day of May, 1995.
SIGNATURE TITLE
----------- -------
/s/ ROBERT E. EVANS* President, Chief Executive Officer and
Robert E. Evans Director
/s/ JEWELL BAKER* Director
Jewell Baker
/s/ DENNIS D. BLAUSER* Director
Dennis D. Blauser
/s/ GEORGE W. BROUGHTON* Director
George W. Broughton
*By Power of Attorney
/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)
/s/ WILFORD D. DIMIT* Director
Wilford D. Dimit
/s/ BARTON S. HOLL* Director
Barton S. Holl
/s/ NORMAN J. MURRAY* Director
Norman J. Murray
/s/ JAMES B. STOWE* Director
James B. Stowe
/s/ PAUL T. THEISEN* Director
Paul T. Theisen
/s/ THOMAS C. VADAKIN* Director
Thomas C. Vadakin
/s/ JOESPH H. WESEL* Chairman of the Board and Director
Joseph H. Wesel
/s/ JEFFREY D. WELCH* Treasurer (Chief Accounting Officer)
Jeffrey D. Welch
/s/ JOHN W. CONLON* Chief Financial Officer
John W. Conlon
*By Power of Attorney
/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit Page
Number Description Number
---------- --------------------------------- ----------------------
4 Peoples Bancorp Inc. 1995 Stock Pages 15 through 27.
Option Plan.
5 Opinion of Vorys, Sater, Seymour Pages 28 and 29.
and Pease as to legality.
23(a) Consent of Coopers & Lybrand L.L.P. Page 30.
23(b) Consent of Vorys, Sater, Seymour Filed as part of
and Pease. Exhibit 5.
24 Powers of Attorney. Pages 31 through 44.
EXHIBIT 4
PEOPLES BANCORP INC. 1995 STOCK OPTION PLAN
l. NAME AND PURPOSE.
The purpose of this Plan, which shall be known as the
"Peoples Bancorp Inc. 1995 Stock Option Plan" (hereinafter referred
to as the "Plan") is to advance the interests of Peoples Bancorp Inc.
(the "Company") (i) by providing material incentive for the continued
services of those key employees of the Company and its Subsidiaries
and the directors of the Company or of one or more of its Subsidiaries
who make significant contributions toward the Company's success
and development by encouraging those key employees and directors
to increase their proprietary interest in the Company; and (ii)
by attracting new able executives to employment with the Company
and its Subsidiaries or to serve as directors of the Company or
of one or more of its Subsidiaries.
2. DEFINITIONS.
For purposes of this Plan, the following terms
when capitalized shall have the meanings designated herein
unless a different meaning is plainly required by the context.
Where applicable, the masculine pronoun shall mean or include
the feminine and the singular shall include the plural.
(a) "Acquisition Subsidiary" shall mean a corporation which is
acquired directly by the Company and, thereafter, becomes a
Subsidiary.
(b) "Acquisition Subsidiary Director" shall mean a person who
is a director of an Acquisition Subsidiary.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Cause" shall mean that an act of (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any
Subsidiary, has occurred.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder. References
to a particular section of the Code shall include references to
successor provisions.
(f) "Committee" shall mean the Stock Option Committee whose
membership shall be determined under Subsection 3(a) below.
(g) "Common Shares" shall mean the common shares of Peoples
Bancorp Inc.
(h) "Company" shall mean Peoples Bancorp Inc.
(i) "Disinterested Person" shall have the meaning assigned to
such term in Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
as amended, or any successor provision.
(j) "Effective Date" shall mean the date on which this Plan
shall become effective, as provided in Section 15 below.
(k) "Employee Director" shall mean a director of the Company
who is also an employee of the Company.
(l) The "Fair Market Value" of a Common Share on any relevant
date for purposes of any provision of this Plan shall mean the
last reported sales price of a Common Share of the Company on
the NASDAQ National Market System or on any securities exchange
on which the Common Shares may be listed on such date or, if
there are no reported sales on such date, then the last reported
sales price on the next preceding day on which such a sale was
transacted.
(m) "Incentive Option" shall mean an option granted under this
Plan which is an incentive stock option under the provisions of
Section 422 of the Code; and any provisions elsewhere in this
Plan or in any such Incentive Option which would prevent such
option from being an incentive stock option may be deleted
and/or voided retroactively to the date of the granting of such
option, by action of the Committee; and the Committee may
retroactively add provisions to this Plan or to any Incentive
Option if necessary to qualify such an option as an incentive
stock option.
(n) "Key Employee" shall mean any employee of the Company
and/or its Subsidiaries (as defined in Subsection 2(s) below)
who in the opinion of the Committee has demonstrated a capacity
for contributing in a substantial measure to the success of the
Company and its Subsidiaries.
(o) "Non-employee Director" shall mean a director of the
Company who is not also an employee of the Company.
(p) "Non-qualified Option" shall mean an option granted under
this Plan which is not an Incentive Option. Such Non-qualified
Option shall not be affected by any actions taken retroactively
as provided in Subsection 2(m) above with respect to Incentive
Options.
(q) "Participant" shall mean a Key Employee selected by the
Committee (under Subsection 3(b) below) to receive Incentive
Options granted under this Plan, a Non-employee Director
receiving Non-qualified Options pursuant to Subsection 5(j)
below, a Subsidiary Director receiving Non-qualified Options
pursuant to Subsection 5(k) below or an Acquisition Subsidiary
Director receiving Non-qualified Options pursuant to Subsection
5(l) below.
(r) "Plan" shall mean the Peoples Bancorp Inc. 1995 Stock
Option Plan.
(s) "Subsidiary" shall mean a corporation which is a
subsidiary corporation of the Company as that term is defined in
Subsection 424(f) of the Code. For purposes of Subsection 5(k)
of this Plan, "Subsidiary" shall not include an Acquisition
Subsidiary.
(t) "Subsidiary Board" shall mean the board of directors of a
Subsidiary.
(u) "Subsidiary Director" shall mean a director of one or more
of the Subsidiaries of the Company who is neither a director of
the Company nor an employee of the Company or of any of its
Subsidiaries.
3. ADMINISTRATION: SELECTION OF PARTICIPANTS.
(a) The Plan shall be administered by the Committee which
shall consist of three or more members of the Board who are
Disinterested Persons to be appointed by the Board from time to
time and to serve at the pleasure of the Board. No person shall
serve as a member of the Committee unless such person also
qualifies as an "outside director" within the meaning of Section
162(m) of the Code. Except as provided in Subsection 5(j)
below, members of the Committee shall not be eligible to
participate in this Plan, or to receive options under it, while
serving on the Committee or during the one year prior to serving
on the Committee.
(b) The Committee shall select the Participants to receive
Incentive Options from among the Key Employees and shall grant
to such Participants Incentive Options under, and in accordance
with, the provisions of the Plan. The Non-employee Directors
shall receive non-discretionary Non-qualified Options in
accordance with Subsection 5(j) below. The Subsidiary Directors
shall receive non-discretionary Non-qualified Options in
accordance with Subsection 5(k) below. The Acquisition
Subsidiary Directors shall receive non-discretionary
Non-qualified Options in accordance with Subsection 5(l) below.
(c) Subject to the express provisions of this Plan, the
Committee shall have authority to adopt administrative
regulations and procedures which are consistent with the terms
of this Plan; to adopt and amend such option agreements as it
deems advisable; to determine the terms and provisions of such
option agreements (including the number of Common Shares with
respect to which Incentive Options are granted to a Participant
who is a Key Employee, the option price for Common Shares and
the date or dates when the option or parts of it may be
exercised) -- which terms shall comply with the requirements of
Section 5 below; to construe and interpret such option
agreements; to impose such limitations and restrictions as are
deemed necessary or advisable by counsel for the Company so that
compliance with the Federal securities laws and with the
securities laws of the various states may be assured; and to
make all other determinations necessary or advisable for
administering this Plan. Notwithstanding the preceding
sentence, the Committee shall have no discretion to determine
who will be eligible for the grant of Non-qualified Options
under Subsections 5(j), 5(k) and 5(l) of the Plan, to set the
number of Non-qualified Options granted to any Non-employee
Director, Subsidiary Director or Acquisition Subsidiary
Director, to set the number of Common Shares subject to
Non-qualified Options granted to any Non-employee Director,
Subsidiary Director or Acquisition Subsidiary Director or to set
the date and circumstances of grants of Non-qualified Options to
Non-employee Directors under Subsection 5(j), to Subsidiary
Directors under Subsection 5(k) or to Acquisition Subsidiary
Directors under Subsection 5(l), the term of such Non-qualified
Options, the period within which such Non-qualified Options may
be exercised or the exercise price of such Non-qualified
Options. Decisions by the Committee may be made either by a
majority of its members at a meeting of the Committee duly
called and held or without a meeting by a writing signed by all
of the members of the Committee. All decisions and
interpretations made by the Committee shall be binding and
conclusive on all Participants, their legal representatives and
beneficiaries.
(d) At least once each calendar year, the Committee shall
report to the Board describing the action which it has taken in
administering the Plan and making such recommendations for
amendments or otherwise as it may deem necessary. The Board
shall have no authority to amend, alter or otherwise change any
terms or conditions of any options granted by the Committee
pursuant to Subsection (b) of this Section or any Non-qualified
Options granted pursuant to Subsection 5(j), Subsection 5(k) or
Subsection 5(l) of this Plan prior to the adoption of such
amendments in accordance with the provisions of Section 14 of
this Plan.
(e) The Committee may designate any officers or employees of
the Company or its Subsidiaries to assist the Committee in the
administration of this Plan but the Committee may not delegate
to them duties imposed on the Committee under this Plan.
4. SHARES SUBJECT TO THE PLAN.
(a) The shares to be issued and delivered by the Company upon
exercise of options granted under this Plan are Common Shares
which may be either authorized but unissued shares or treasury
shares, in the discretion of the Committee.
(b) The aggregate number of Common Shares which may be issued
under this Plan shall not exceed 100,000 Common Shares; subject,
however, to the adjustment provided in Section 10 of this Plan
in the event of stock splits, stock dividends, combinations or
exchanges of shares or other similar capital adjustments
occurring after the Effective Date. If any outstanding option
under the Plan for any reason expires or is terminated without
having been exercised in full, the Common Shares allocable to
the unexercised portion of such option shall (unless the Plan
shall have been terminated) become available for subsequent
grants of options under the Plan. No option may be granted
under this Plan which could cause the maximum limit to be
exceeded.
(c) Of the 100,000 Common Shares which may be issued under the
Plan, an aggregate of 30,000 Common Shares shall be issuable to
Non-employee Directors, Subsidiary Directors and Acquisition
Subsidiary Directors upon the exercise of Non-qualified Options
to be granted to them under the terms of the Plan and an
aggregate of 70,000 Common Shares shall be issuable to Key
Employees upon the exercise of Incentive Options to be granted
to them under the terms of the Plan; provided, however, that if
Non-qualified Options covering an aggregate of 30,000 Common
Shares have not been granted to Non-employee Directors,
Subsidiary Directors and Acquisition Subsidiary Directors prior
to the date of the 1999 Annual Meeting, that portion of the
30,000 Common Shares not covered by Non-qualified Options so
granted may be the subject of Incentive Options to be granted to
Key Employees under the terms of the Plan.
(d) During the period in which this Plan remains in
effect, no Non-employee Director may be granted Non-qualified
Options covering, in the aggregate, more than 1,500 Common
Shares; no Subsidiary Director or Acquisition Subsidiary Director
may be granted Non-qualified Options covering, in the aggregate,
more than 750 Common Shares; and no Key Employee may be granted
Incentive Options covering, in the aggregate, more than 25,000
Common Shares (in each case, subject to adjustment as provided
in Section 10 of this Plan).
5. TERMS OF OPTIONS.
Options granted under this Plan shall
contain such terms as the Committee shall determine subject to
the following limitations and requirements:
(a) Option price: Subject to the limitations of Subsection
5(h) below, the option price per Common Share shall be not less
than 100% of the Fair Market Value of the Company's Common
Shares on the date of the grant of such option.
(b) Period within which option may be exercised: Subject to
the limitations of Subsections 5(c), 5(h), 5(j), 5(k) and 5(l)
below, each Incentive Option granted under this Plan shall
terminate (become non-exercisable) after the expiration of not
more than ten years from the date of the grant of such Incentive
Option and each Non-qualified Option granted under this Plan
shall terminate (become non-exercisable) after the expiration of
ten years from the date of the grant of such Non-qualified
Option.
(c) Termination of Incentive Options by reason of termination
of employment: If a Participant's employment with the Company
and its Subsidiaries terminates for any reason other than (i)
death of the Participant, (ii) the disability of the Participant
within the meaning of Section 22(e)(3) of the Code, (iii) the
retirement of the Participant under the provisions of any
retirement plan of the Company or any Subsidiary, or (iv) any
reason (other than for Cause) after the Participant has been
employed by the Company and/or one or more Subsidiaries for at
least 10 consecutive years prior to the Participant's
termination of employment, the portion of all Incentive Options
granted under this Plan to such Participant which are not
otherwise exercisable under Subsection 5(i) of this Plan shall
terminate effective immediately upon termination of employment.
If the termination of employment of the Participant was due to
retirement under the provisions of any retirement plan of the
Company or any Subsidiary or if the termination of employment
was due to a reason other than for Cause and the Participant had
been employed by the Company and/or one or more Subsidiaries for
at least 10 consecutive years prior to the Participant's
termination of employment, all of such Participant's Incentive
Options may be exercised in full, whether or not then
exercisable under Subsection 5(i) of this Plan, and the right of
the Participant to exercise the Incentive Options shall
terminate upon the earlier to occur of the expiration of the
term of the Incentive Options or three months after the date of
termination of employment. If the termination of employment was
due to the death of a Participant who was an employee of the
Company and/or any Subsidiary at the time of his death, such
Incentive Options may be exercised in full, whether or not then
exercisable under Subsection 5(i) of this Plan, `and the right
of the representative or representatives of the Participant's
estate (or the person or persons who acquire (by bequest or
inheritance) the right to exercise the Participant's Incentive
Options) to exercise the Incentive Options shall terminate upon
the earlier to occur of the expiration of the term of the
Incentive Options or one year after the date of death of the
Participant. If the termination of employment was due to the
disability of the Participant within the meaning of Section
22(e)(3) of the Code, such Incentive Options may be exercised in
full, whether or not then exercisable under Subsection 5(i) of
this Plan, and the right of the Participant to exercise the
Incentive Options shall terminate upon the earlier to occur of
the expiration of the term of the Incentive Options or one year
after the date of termination of employment. If the termination
of employment of the Participant was due to reasons other than
for Cause and the Participant had not been employed by the
Company and/or one or more Subsidiaries for at least 10
consecutive years prior to the Participant's termination of
employment, the Participant's Incentive Options may be
exercised only to the extent then exercisable under Subsection
5(i) of this Plan on the date of termination of employment, and
the right of the Participant to exercise the Incentive Options
shall terminate upon the earlier to occur of the expiration of
the term of the Incentive Options or three months after the date
of termination of employment. If the termination of employment
of the Participant was for Cause, all Incentive Options which
have not been exercised as of the date of termination of
employment shall terminate immediately as of the date of
termination of employment.
(d) Non-transferability: No option granted under this Plan
shall be assignable or transferable except, in the event of the
death of a Participant, by his will or by the laws of descent
and distribution. An option granted under this Plan shall be
exercisable, during the Participant's lifetime, only by him. In
the event the death of a Participant occurs, the representative
or representatives of his estate, or the person or persons who
acquired (by bequest or inheritance) the right to exercise his
options granted under this Plan, may exercise any of the
unexercised options or parts thereof prior to the expiration of
the applicable exercise period, as specified in Subsections
5(b), 5(c), 5(h), 5(j), 5(k) and 5(l) of this Plan.
(e) More than one option granted to a Participant: More than
one option may be granted to a Participant under this Plan.
(f) Aggregate annual limit on Incentive Options: The
aggregate Fair Market Value (determined at the time of the grant
of the option) of the Common Shares with respect to which
Incentive Options are first exercisable by any Key Employee in
any calendar year under this Plan and any other plans of the
Company and its Subsidiaries shall not exceed $100,000.
(g) Partial exercise: Unless otherwise provided in the
option agreement, any exercise of an option granted under this
Plan may be made in whole or in part.
(h) 10% Shareholder: If a Participant owns (including
constructive ownership pursuant to Section 424(d) of the Code)
more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any of its
Subsidiaries, then each Incentive Option granted under this Plan
to such Participant shall by its terms fix the option price per
Common Share to be at least 110% of the Fair Market Value of the
Common Shares on the date of the grant of such Incentive Option
and such Incentive Option shall terminate (become
non-exercisable) after the expiration of five years from the
date of the grant of such Incentive Option.
(i) Exercisability: Incentive Options awarded to Key
Employees under the Plan shall be exercisable at such times and
shall be subject to such restrictions and conditions including
the performance of a minimum period of service as the Committee
may impose at the time of grant of such Incentive Options;
provided, however, that if the Committee does not specify
another vesting schedule at the time of grant, each Incentive
Option shall become exercisable as follows: (i) with respect to
25% of the Common Shares covered thereby after 24 months of
continuous employment by the Company and/or one or more
Subsidiaries; (ii) with respect to an additional 25% of the
Common Shares covered thereby after 36 months of continuous
employment by the Company and/or one or more Subsidiaries; (iii)
with respect to an additional 25% of the Common Shares covered
thereby after 48 months of continuous employment by the Company
and/or one or more Subsidiaries; and (iv) with respect to an
additional 25% of the Common Shares covered thereby after 60
months of continuous employment by the Company and/or one or
more Subsidiaries. If a Key Employee does not purchase in any
one year the full number of Common Shares which may be purchased
with his then exercisable Incentive Options, such Key Employee
may purchase those Common Shares in any subsequent year during
the term of the Incentive Options.
In no event shall any Incentive Option or any Non-qualified
Option granted under this Plan be exercisable until a period of
at least six months has elapsed from the date of the option
grant.
(j) Non-employee Directors: Each Non-employee Director
then serving on the Board and who has served on the Board and/or a
Subsidiary Board for all or a portion of at least the five
calendar years immediately preceding the January 1 immediately
prior to the date of grant, shall automatically be granted a
Non-qualified Option for 750 Common Shares effective on the date
on which the annual meeting of the Company's shareholders is
held in 1995 in accordance with the Regulations of the Company
(the "1995 Annual Meeting") and for 750 Common Shares effective
on the date on which the annual meeting of the Company's
shareholders is held in 1997 in accordance with the Regulations
of the Company (the "1997 Annual Meeting"). Each Non-Employee
Director then serving on the Board and who has served on the
Board and/or a Subsidiary Board for fewer than the five calendar
years (including all or any portion of any such year)
immediately preceding the January 1 immediately prior to the
date of grant, shall automatically be granted a Non-qualified
Option for 150 Common Shares plus 150 Common Shares for all or
any portion of each calendar year preceding the date of grant
during which such Non-Employee Director has served on the Board
and/or a Subsidiary Board as of such January 1 effective on the
date of each of the 1995 Annual Meeting and the 1997 Annual
Meeting. Any individual who was not a member of the Board on
the date of the 1995 Annual Meeting, (i) who is subsequently
appointed or elected to the Board at least six months prior to
the date on which the annual meeting of the Company's
shareholders is to be held in 1996 in accordance with the
Regulations of the Company (the "1996 Annual Meeting") shall
automatically be granted a Non-qualified Option on the date of
such appointment or election for the same number of Common
Shares as such individual would have received if he had been a
member of the Board on the date of the 1995 Annual Meeting; (ii)
who is subsequently appointed or elected to the Board less than
six months prior to the date of the 1996 Annual Meeting but
prior to such 1996 Annual Meeting shall automatically be granted
a Non-qualified Option on the date of such appointment or
election for 75% of the number of Common Shares which such
individual would have received if he had been a member of the
Board on the date of the 1995 Annual Meeting; (iii) who is
subsequently appointed or elected to the Board on or after the
date of the 1996 Annual Meeting but at least six months prior to
the date of the 1997 Annual Meeting shall automatically be
granted a Non-qualified Option on the date of such appointment
or election for 50% of the number of Common Shares which such
individual would have received if he had been a member of the
Board on the date of the 1995 Annual Meeting; and (iv) who is
subsequently appointed or elected to the Board less than six
months prior to the 1997 Annual Meeting but prior to such 1997
Annual Meeting shall automatically be granted a Non-qualified
Option on the date of such appointment or election for 25% of
the Common Shares which such individual would have received if
he had been a member of the Board on the date of the 1995 Annual
Meeting. Any individual who was not a member of the Board on
the date of the 1997 Annual Meeting and who is subsequently
appointed or elected to the Board prior to the date on which the
annual meeting of the Company's shareholders is to be held in
1999 in accordance with the Regulations of the Company (the
"1999 Annual Meeting") shall automatically be granted a
Non-qualified Option on the same basis as described in the
immediately preceding sentence. Notwithstanding anything to the
contrary in this Section 5(j), any individual who was serving as
a Subsidiary Director or as an Acquisition Subsidiary Director
and is subsequently appointed or elected as a Non-employee
Director after the date of the 1995 Annual Meeting but prior to
the date of the 1997 Annual Meeting, or after the date of the
1997 Annual Meeting but prior to the date of the 1999 Annual
Meeting, as the case may be, and who is to be granted a
Non-qualified Option pursuant to either of the two immediately
preceding sentences, shall have deducted from the number of
Common Shares to be covered by the Non-qualified Option granted
to him under this Subsection 5(j), the number of Common Shares
covered by any Non-qualified Option which he received pursuant
to Subsection 5(k) or Subsection 5(l) of this Plan.
Each Non-qualified Option granted to a Non-employee Director
shall have an exercise price equal to 100% of the Fair Market
Value of the Common Shares on the date of the grant of such
Non-qualified Option.
If a Non-employee Director does not purchase in any one year
the full number of Common Shares which may be purchased with his
then exercisable Non-qualified Options, such Non-employee
Director may purchase those Common Shares in any subsequent year
during the term of the Non-qualified Options.
If a Non-employee Director ceases to be a director of the
Company for any reason other than his death or for Cause, the
Non-qualified Options granted to him under this Plan may be
exercised in full, whether or not then exercisable by their
terms, on or before the expiration of the term of the
Non-qualified Options; provided, however, that if the former
Non-employee Director shall die prior to the expiration of the
term of the Non-qualified Options, such Non-qualified Options
may only be exercised on or before the earlier of the expiration
of such term or two years following the date of death. If a
Non-employee Director ceases to be a director of the Company
because of his death, such Non-qualified Options may be
exercised in full, whether or not then exercisable by their
terms, only on or before the earlier of the expiration of the
term of the Non-qualified Options or two years following the
date of death. If a Non-employee Director ceases to be a
director of the Company and/or any Subsidiary for Cause, all of
his then unexercised Non-qualified Options shall immediately
terminate.
Non-employee Directors shall not be eligible to receive any
options under the Plan other than pursuant to this Subsection
5(j).
(k) Subsidiary Directors: Each Subsidiary Director then
serving on a Subsidiary Board and who has served on a Subsidiary
Board and/or the Board for all or a portion of at least the five
calendar years immediately preceding the January l immediately
prior to the date of grant, shall automatically be granted a
Non-qualified Option for 375 Common Shares effective on the date
of the 1995 Annual Meeting and for 375 Common Shares effective
on the date of the 1997 Annual Meeting. Each Subsidiary
Director then serving on a Subsidiary Board and who has served
on a Subsidiary Board and/or the Board for fewer than the five
calendar years (including all or any portion of any such year)
immediately preceding the January 1 immediately prior to the
date of grant shall automatically be granted a Non-qualified
Option for 75 Common Shares plus 75 Common Shares for all or any
portion of each calendar year preceding the date of grant during
which such Subsidiary Director has served on a Subsidiary Board
and/or the Board as of such January 1, effective on the date of
each of the 1995 Annual Meeting and the 1997 Annual Meeting.
Any individual who was not a member of a Subsidiary Board on the
date of the 1995 Annual Meeting, (i) who is subsequently
appointed or elected to a Subsidiary Board at least six months
prior to the date of the 1996 Annual Meeting shall automatically
be granted a Non-qualified Option on the date of such
appointment or election for the same number of Common Shares as
such individual would have received if he had been a member of
the Subsidiary Board on the date of the 1995 Annual Meeting;
(ii) who is subsequently appointed or elected to a Subsidiary
Board less than six months prior to the date of the 1996 Annual
Meeting but prior to such 1996 Annual Meeting shall
automatically be granted a Non-qualified Option on the date of
such appointment or election for 75% of the number of Common
Shares which such individual would have received if he had been
a member of the Subsidiary Board on the date of the 1995 Annual
Meeting; (iii) who is subsequently appointed or elected to a
Subsidiary Board on or after the date of the 1996 Annual Meeting
but at least six months prior to the date of the 1997 Annual
Meeting shall automatically be granted a Non-qualified Option on
the date of such appointment or election for 50% of the number
of Common Shares which such individual would have received if he
had been a member of the Subsidiary Board on the date of the
1995 Annual Meeting; and (iv) who is subsequently appointed or
elected to a Subsidiary Board less than six months prior to the
1997 Annual Meeting but prior to such 1997 Annual Meeting shall
automatically be granted a Non-qualified Option on the date of
such appointment or election for 25% of the Common Shares which
such individual would have received if he had been a member of
the Subsidiary Board on the date of the 1995 Annual Meeting.
Any individual who was not a member of a Subsidiary Board on the
date of the 1997 Annual Meeting and who is subsequently
appointed or elected to a Subsidiary Board prior to the date of
the 1999 Annual Meeting shall automatically be granted a
Non-qualified Option on the same basis as described in the
immediately preceding sentence.
Each Non-qualified Option granted to a Subsidiary Director
shall have an exercise price equal to 100% of the Fair Market
Value of the Common Shares on the date of the grant of such
Non-qualified Option.
If a Subsidiary Director does not purchase in any one year the
full number of Common Shares which may be purchased with his
then exercisable Non-qualified Options, such Subsidiary Director
may purchase those Common Shares in any subsequent year during
the term of the Non-qualified Options.
If a Subsidiary Director ceases to be a director of a
Subsidiary and/or the Company for any reason other than his
death or for Cause, the Non-qualified Options granted to him
under this Plan may be exercised in full, whether or not then
exercisable by their terms, on or before the expiration of the
term of the Non-qualified Options; provided, however, that if
the former Subsidiary Director shall die prior to the expiration
of the term of the Non-qualified Options, such Non-qualified
Options may be exercised only on or before the earlier of the
expiration of such term or two years following the date of
death. If a Subsidiary Director ceases to be a director of a
Subsidiary and/or the Company because of his death, such
Non-qualified Options may be exercised in full, whether or not
then exercisable by their terms, only on or before the earlier
of the expiration of the term of the Non-qualified Options or
two years following the date of death. If a Subsidiary Director
ceases to be a director of a Subsidiary and/or the Company for
Cause, all of his then unexercised Non-qualified Options shall
immediately terminate.
Subsidiary Directors shall not be eligible to receive any
options under the Plan other than pursuant to this Subsection
5(k).
(l) Acquisition Subsidiary Directors: If the Company
directly acquires a corporation such that such corporation then
becomes an Acquisition Subsidiary, each Acquisition Subsidiary
Director then serving on the board of directors of the Acquisition
Subsidiary (the "Acquisition Board") and who has served on the
Acquisition Board for all or a portion of at least the five
calendar years immediately preceding the January 1 immediately
prior to the date of grant shall automatically be granted a
Non-qualified Option for 375 Common Shares on the effective date
of the acquisition of the Acquisition Subsidiary by the Company
(the "Acquisition Date") and each Acquisition Subsidiary
Director then serving on the Acquisition Board and who has
served on the Acquisition Board for all or a portion of at least
the five calendar years immediately preceding the January 1
immediately prior to the date of grant shall automatically be
granted a Non-qualified Option for 375 Common Shares effective
on the second anniversary of the Acquisition Date (the
"Acquisition Second Anniversary"). Each Acquisition Subsidiary
Director then serving on the Acquisition Board and who has
served on the Acquisition Board for fewer than the five calendar
years (including all or any portion of any such year)
immediately preceding the January 1 immediately prior to the
date of grant shall automatically be granted a Non-qualified
Option for 75 Common Shares plus 75 Common Shares for all or any
portion of each calendar year preceding the date of grant during
which such Acquisition Subsidiary Director has served on the
Acquisition Board as of such January 1, effective on the
Acquisition Date and on the Acquisition Second Anniversary,
respectively. Any individual who is not a member of the
Acquisition Board on the Acquisition Date (i) who is
subsequently appointed or elected to the Acquisition Board at
least six months prior to the first anniversary of the
Acquisition Date (the "Acquisition First Anniversary"), shall
automatically be granted a Non-qualified Option on the date of
such appointment or election for the same number of Common
Shares as such individual would have received if he had been a
member of the Acquisition Board on the Acquisition Date; (ii)
who is subsequently elected or appointed to the Acquisition
Board less than six months prior to the Acquisition First
Anniversary but prior to the Acquisition First Anniversary shall
automatically be granted a Non-qualified Option on the date of
such appointment or election for 75% of the number of Common
Shares which such individual would have received if he had been
a member of the Acquisition Board on the Acquisition Date; (iii)
who is subsequently appointed or elected to the Acquisition
Board on or after the date of the Acquisition First Anniversary
but at least six months prior to the Acquisition Second
Anniversary shall automatically be granted a Non-qualified
Option on the date of such appointment or election for 50% of
the number of Common Shares which such individual would have
received if he had been a member of the Acquisition Board on the
Acquisition Date; and (iv) who is subsequently appointed or
elected to the Acquisition Board less than six months prior to
the Acquisition Second Anniversary but prior to the Acquisition
Second Anniversary shall automatically be granted a
Non-qualified Option on the date of such appointment or election
for 25% of the Common Shares which such individual would have
received if he had been a member of the Acquisition Board on the
Acquisition Date. Any individual who was not a member of the
Acquisition Board on the Acquisition Second Anniversary and who
is subsequently appointed or elected to the Acquisition Board
prior to the date of the fourth anniversary of the Acquisition
Date shall automatically be granted a Non-qualified Option on
the same basis as described in the immediately preceding
sentence.
Each Non-qualified Option granted to an Acquisition Subsidiary
Director shall have an exercise price equal to 100% of the Fair
Market Value of the Common Shares on the date of the grant of
such Non-qualified Option.
If an Acquisition Subsidiary Director does not purchase in any
one year the full number of Common Shares which may be purchased
with his then exercisable Non-qualified Options, such
Acquisition Subsidiary Director may purchase those Common Shares
in any subsequent year during the term of the Non-qualified
Options.
If an Acquisition Subsidiary Director ceases to be a director
of an Acquisition Subsidiary and/or the Company for any reason
other than his death or for Cause, the Non-qualified Options
granted to him under this Plan may be exercised in full, whether
or not then exercisable by their terms, on or before the
expiration of the term of the Non-qualified Options; provided,
however, that if the former Acquisition Subsidiary Director
shall die prior to the expiration of the term of the
Non-qualified Options, such Non-qualified Options may be
exercised only on or before the earlier of the expiration of
such term or two years following the date of death. If an
Acquisition Subsidiary Director ceases to be a director of the
Acquisition Subsidiary because of his death, such Non-qualified
Options may be exercised in full, whether or not then
exercisable by their terms, only on or before the earlier of the
expiration of the term of the Non-qualified Options or two years
following the date of death. If an Acquisition Subsidiary
Director ceases to be a director of an Acquisition Subsidiary
for Cause, all of his then unexercised Non-qualified Options
shall immediately terminate.
Acquisition Subsidiary Directors shall not be eligible to
receive any options under the Plan other than pursuant to this
Subsection 5(l).
6. PERIOD FOR GRANTING OPTIONS.
No options shall be granted under this Plan subsequent to the
tenth anniversary of the earlier of (a) the day prior to the date on
which this Plan is adopted by the Board or (b) the day prior to the
date on which this Plan is approved by the affirmative vote of the
holders of a majority of the outstanding shares of the Company.
7. NO EFFECT UPON EMPLOYMENT STATUS.
The fact that an employee has been designated a Key Employee
or selected as a Participant shall not limit or otherwise qualify the
right of his employer to terminate his employment at any time.
8. METHOD OF EXERCISE.
An option granted under this Plan may be exercised only by
written notice to the Committee, signed by the Participant, or in
the event of his death, by such other person as is entitled to exercise
such option. The notice of exercise shall state the number of Common
Shares in respect of which the option is being exercised, and shall
either be accompanied by the payment of the full option price of such
Common Shares, or shall fix a date (not more than 10 business
days from the date of such notice) for the payment of the full
option price of the Common Shares being purchased. The option
price may be paid in cash, or by the transfer by the Participant
to the Company of Common Shares, free and clear of any liens,
security interests or other encumbrances, already owned by the
Participant which shall be valued at the Fair Market Value of
such Common Shares on the date of such transfer, or by a
combination of cash and such Common Shares, all in accordance
with such regulations, procedures and determinations as may be
adopted by the Committee pursuant to Subsection 3(c) above.
During the option period, no person entitled to exercise any
option granted under this Plan shall have any of the rights or
privileges of a shareholder with respect to any Common Shares
issuable upon exercise of such option until the books of the
Company evidence that such person has become the record owner of
such Common Shares.
9. IMPLIED CONSENT OF PARTICIPANTS.
Every Participant, by his acceptance of an option under this
Plan, shall be deemed to have consented to be bound, on his own behalf
and on behalf of his heirs, permitted assigns and legal representatives,
by all of the terms and conditions of this Plan.
10. SHARE ADJUSTMENTS.
In the event there is any change in the Common Shares resulting
from stock splits, stock dividends, combinations or exchanges of shares,
or other similar capital adjustments, equitable proportionate adjustments
shall be made by the Committee in (a) the number of Common Shares
available for the grant of options under this Plan, (b) the number of
Common Shares subject to options granted under this Plan, and
(c) the exercise price of outstanding options.
11. MERGER, CONSOLIDATION, OR SALE OF ASSETS.
In the event the Company shall consolidate with, merge into,
or transfer all or substantially all of its assets (an "Acquisition
Transaction") to another corporation or corporations (herein referred
to as "successor employer corporation"), then each Incentive Option
and each Non-Qualified Option outstanding under the Plan shall
become exercisable in full, whether or not then exercisable by
its terms, immediately upon consummation of the Acquisition
Transaction. As a condition of any such Acquisition
Transaction, the Company shall require that the successor
employer corporation obligate itself to continue this Plan and
to assume all obligations under the Plan in a manner consistent
with the provisions of Section 424(a) of the Code. In the event
that such successor employer corporation terminates for any
reason the employment of any Participant who is a Key Employee
within the one year period immediately following the
consummation of the Acquisition Transaction, such Participant
shall have the right to exercise his then unexercised Incentive
Options during the period ending on the earlier of the
expiration of the term of the Incentive Options or three months
following the date of the Participant's termination of
employment.
12. COMPANY RESPONSIBILITY.
All expenses of this Plan, including the cost of maintaining
records, shall be borne by the Company. The Company shall have no
responsibility or liability (other than under applicable securities
laws) for any act or thing done or left undone with respect to the
price, time, quantity or other conditions and circumstances of the
purchase of Common Shares under the terms of the Plan, so long as the
Company acts in good faith.
13. SECURITIES LAWS.
The Committee shall take all necessary or appropriate action to
ensure that all option grants and all exercises thereof under this Plan
are in full compliance with all Federal and state securities laws.
No option granted under this Plan shall be exercised before the Common
Shares subject to the Plan have been registered or qualified for sale
under appropriate Federal and state securities laws.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Committee, with the approval of the Board, may amend the Plan
from time to time or terminate the Plan at any time without the approval
of the shareholders of the Company except as such shareholder approval
may be required (a) to satisfy the requirements of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, or any
successor provision, (b) to satisfy applicable requirements of
the Code or (c) to satisfy applicable requirements of any
securities exchange on which are listed any of the Company's
equity securities or any requirements applicable to issuers
whose securities are traded in the NASDAQ National Market
System. No such action to amend or terminate the Plan shall
reduce the then existing number of any Participant's options or
adversely change the term or conditions thereof without the
Participant's consent. No amendment of the Plan shall result in
any Committee member's losing his status as a Disinterested
Person with respect to any employee benefit plan of the Company
or result in the Plan losing its status as a plan satisfying the
requirements of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, or any successor provision. In no event shall
Subsection 5(j) of the Plan be amended, with or without
shareholder approval, more than once every six months, other
than to comport with changes in the Code. If the Plan is
terminated, any unexercised option shall continue to be
exercisable in accordance with its terms.
15. EFFECTIVE DATE.
The Plan was adopted by the Board on January 19, 1995. The
Plan shall become effective as of the date it is approved by the
affirmative vote of the holders of a majority of the outstanding
shares of the Company. The Plan shall be null and void if shareholder
approval is not obtained within twelve (12) months of the adoption of
the Plan by the Board.
EXHIBIT 5
and
EXHIBIT 23(b)
VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street, Post Office Box 1008
Columbus, Ohio 43216-1008
May 23, 1995
Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
P. O. Box 738
Marietta, Ohio 45750-0738
Gentlemen and Ladies:
We are familiar with the proceedings taken and proposed to be
taken by Peoples Bancorp Inc., an Ohio corporation (the
"Company"), in connection with the institution of the Peoples
Bancorp Inc. 1995 Stock Option Plan (the "1995 Plan"), the
granting of options to purchase common shares, without par value
(the "Common Shares"), of the Company pursuant to the 1995 Plan
and the issuance and sale of Common Shares of the Company upon
the exercise of options granted and to be granted under the 1995
Plan, as described in the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission on May 24, 1995. The purpose of the
Registration Statement is to register 100,000 Common Shares
reserved for issuance under the 1995 Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without
independent verification or investigation: (a) the Registration
Statement; (b) the 1995 Plan; (c) the Company's Amended Articles
of Incorporation; (d) the Company's Regulations; and (e) certain
proceedings of the directors and of the shareholders of the
Company. We have also relied upon such representations of the
Company and officers of the Company and such authorities of law
as we have deemed relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent
investigation to determine the existence or absence of any
facts, and no inference as to our knowledge concerning such
facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date
hereof, we are of the opinion that:
1. When options for the purchase of not more than 100,000
Common Shares have been granted to eligible employees and
directors of the Company and its subsidiaries in accordance with
the terms of the 1995 Plan, such options will be legally
constituted and binding obligations of the Company in accordance
with their terms.
2. After the 100,000 Common Shares of the Company to be
registered under the Registration Statement have been issued and
delivered by the Company upon the exercise of options under the
1995 Plan against payment of the purchase price therefor, in
accordance with the terms of the 1995 Plan, said Common Shares
will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof. This opinion is furnished
solely for the benefit of the Company in connection with the
offering of the Common Shares pursuant to the 1995 Plan and the
filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written
consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
reference to us therein.
Very truly yours,
/s/ VORYS, SATER, SEYMOUR AND PEASE
VORYS, SATER, SEYMOUR AND PEASE
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-8 (File No. 33-_________) of our report dated January 26,
1995, on our audits of the consolidated financial statements of
Peoples Bancorp Inc. as of December 31, 1994 and 1993, and for
the three years in the period ended December 31, 1994, appearing
in the 1994 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ ROBERT E. EVANS
Robert E. Evans
--------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as her true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for her and
in her name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as she
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand
as of this 18th day of May, 1995.
/s/ JEWELL BAKER
Jewell Baker
--------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ DENNIS D. BLAUSER
Dennis D. Blauser
---------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ GEORGE W. BROUGHTON
George W. Broughton
---------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ WILFORD D. DIMIT
Wilford D. Dimit
-------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ BARTON S. HOLL
Barton S. Holl
----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ NORMAN J. MURRAY
Norman J. Murray
---------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ JAMES B. STOWE
James B. Stowe
-----------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ PAUL T. THEISEN
Paul T. Theisen
---------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ THOMAS C. VADAKIN
Thomas C. Vadakin
-----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ JOSEPH H. WESEL
Joseph H. Wesel
----------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ JEFFREY D. WELCH
Jeffrey D. Welch
------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of PEOPLES BANCORP INC., an Ohio corporation,
which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-8 for the registration of certain of its common shares
for offering and sale pursuant to options granted under the
Peoples Bancorp Inc. 1995 Stock Option Plan, hereby constitutes
and appoints Robert E. Evans and Charles R. Hunsaker, and each
of the them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to
sign such Registration Statement, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
things that each of the said attorneys-in-fact and agents, or
his or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 18th day of May, 1995.
/s/ JOHN W. CONLON
John W. Conlon
