As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________
Peoples Bancorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750
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(Address of Principal Executive Offices) (Zip Code)
Peoples Bancorp Inc. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries
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(Full title of the plan)
Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease
138 Putnam Street, P.O. Box 738 52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750 Columbus, Ohio 43216-1008
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(Name and address of agent
for service)
(740) 374-6109
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(Telephone number, including area code, of agent for service)
_________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price maximum registration
be registered registered per share(1) aggregate fee
offering
price(1)
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Common Shares, 50,000 $43.25 $2,162,500 $638
without par
value
(1) Estimated solely for the purpose of calculating the aggregate
offering price and the registration fee pursuant to Rules 457(c) and
457(h) promulgated under the Securities Act of 1933, as amended, and
computed on the basis of $43.25, which is the average of the high and
low sales prices of the Common Shares as reported on The NASDAQ
National Market on December 29, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 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, and all
amendments thereto or reports filed for the purpose of updating
such description heretofore filed by the Registrant with the
Commission, are hereby incorporated 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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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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 referred
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 division (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.
Article FIVE of the Company's Code of Regulations governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification.
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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.
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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
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, 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.
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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.
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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 which such 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 when 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 the
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.
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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.
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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.
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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.
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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.
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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.
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 capacities.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at page 16.
Item 9. Undertakings.
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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 with or furnished to the Commission 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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 of this Part II, 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
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The Registrant.
- ---------------
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that 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 31st day of December, 1997.
PEOPLES BANCORP INC.
By: /s/ ROBERT E. EVANS
Robert E. Evans, President and Chief
Executive Officer
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 31st day of December, 1997.
Signature Capacities
- --------- ----------
*/s/ ROBERT E. EVANS President, Chief Executive
Robert E. Evans Officer and Director
*/s/ GEORGE W. BROUGHTON Director
George W. Broughton
*/s/ WILFORD D. DIMIT Director
Wilford D. Dimit
*/s/ BARTON S. HOLL Director
Barton S. Holl
*/s/ REX E. MAIDEN Director
Rex E. Maiden
*/s/ NORMAN J. MURRAY Director
Norman J. Murray
*/s/ PAUL T. THEISEN Director
Paul T. Theisen
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
*/s/ THOMAS C. VADAKIN Director
Thomas C. Vadakin
*/s/ JOSEPH H. WESEL Chairman of the Board and
Joseph H. Wesel Director
*/s/ JEFFREY D. WELCH Treasurer (Principal
Jeffrey D. Welch Accounting Officer)
*/s/ JOHN W. CONLON Chief Financial Officer
John W. Conlon
*By: /s/ ROBERT E. EVANS
Robert E. Evans
Attorney-in-Fact
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
- ----------- -------------------------------- --------
10(a) Peoples Bancorp Inc. Deferred *
Compensation Plan for Directors
of Peoples Bancorp Inc. and
Subsidiaries effective
January 2, 1998
10(b) Form of Rabbi Trust Agreement *
between Peoples Bancorp Inc.
and The Peoples Banking and
Trust Company related to Peoples
Bancorp Inc. Deferred Compensation
Plan for Directors of Peoples
Bancorp Inc. and Subsidiaries
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Coopers & Lybrand L.L.P. *
24 Powers of Attorney *
*Filed herewith.
EXHIBIT 10(a)
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PEOPLES BANCORP INC.
--------------------
DEFERRED COMPENSATION PLAN FOR DIRECTORS OF
PEOPLES BANCORP INC. AND SUBSIDIARIES
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Section 1. PURPOSE
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The Corporation desires and intends to recognize the value to
the Corporation and its Affiliates of the past and present services
of the Directors of the Corporation and its Affiliates, to encourage
their continued service to the Corporation and its Affiliates and to be
able to attract and retain superior Directors by adopting and implementing
this Plan to provide such Directors an opportunity to defer compensation
otherwise payable to them from the Corporation and/or Affiliate.
This Plan is an amendment and restatement of the Peoples Bancorp Inc.
Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries which was originally effective as of January 1, 1991, and
its provisions shall apply to all Directors who provide services to the
Corporation or an Affiliate on or after the Effective Date.
Section 2. CERTAIN DEFINITIONS
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The following terms will have the meanings provided below.
"Additions" means the credits applied to Deferred Compensation
Accounts as provided in Section 4 hereof.
"Adjustment Date" means the first business day of each calendar
quarter.
"Affiliate" means any organization or entity which, together
with the Corporation, is a member of a controlled group of corporations
or of a commonly controlled group of trades or businesses [as defined
in Sections 414(b) and (c) of the Code], or of an affiliated service
group [as defined in Code Section 414(m)] or other organization described
in Code Section 414(o).
"Annual Retainer" means, with respect to any calendar year or
other period, the fixed retainer which, absent an election to defer
hereunder, would be payable to a Participant during those pay periods
beginning in the given calendar year or other period.
"Beneficiary" means the person or persons designated in
writing as such and filed with the Plan Administrator at any time by a
Participant. For this purpose, a "Beneficiary" may be designated
contingently or successively and may be an entity other than a
natural person. Any such designation may be withdrawn or changed
in writing (without the consent of the Beneficiary), but only the last
designation on file with the Plan Administrator shall be effective.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986, as may be
amended from time to time.
"Common Shares" means the common shares of the Corporation.
"Corporation" means Peoples Bancorp Inc. and any successor entity.
"Deferred Compensation Account" means the separate Deferred
Compensation Account established for each Participant pursuant to Section
4 of the Plan.
"Director" means any statutory Director, emeritus Director or
honorary Director of the Corporation or any Affiliate.
"Effective Date" means, for this amended and restated Plan,
January 2, 1998.
"Eligible Compensation" means, to the extent applicable to
any given Participant, the Annual Retainer and all Meeting Fees.
The extent to which a given Participant may defer a given component of
Eligible Compensation shall be based upon such Participant's
eligibility to receive the given component of Eligible Compensation
(as determined under applicable agreements and pay practices of the
Corporation or applicable Affiliate) and the provisions and limitations
applicable to the given component as provided under this Plan.
"Fair Market Value" of the Common Shares means the most
recent closing price of the Common Shares on any securities exchange
on which the Common Shares are then listed.
"Meeting Fees" means, with respect to any calendar year or
other period, the fees for attendance at meetings of the Board of
Directors of the Corporation or applicable Affiliate or any committees
thereof (exclusive of expenses) which, absent an election to defer
hereunder, would be payable to a Participant during those pay periods
beginning in the given calendar year or other period.
"Participant" has the meaning specified in Section 3 of the Plan.
"Plan" means the Peoples Bancorp Inc. Deferred Compensation
Plan for Directors of Peoples Bancorp Inc. and Subsidiaries, as reflected
in this document, as the same may be amended from time to time after the
Effective Date.
"Plan Administrator" means the Corporation. The functions of
the Plan Administrator shall be carried out by a committee of three
(3) Directors appointed by the Board and by the employee or employees
designated by such committee to carry out certain specific functions.
"Plan Year" means the calendar year.
Section 3. PARTICIPANTS
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Each Director who is participating in the Plan as of the Effective
Date shall continue as a Participant in the Plan as of such date. Each
Director who first becomes a Director after the Effective Date shall be
eligible for participation in the Plan as of the date on which he becomes
a Director. A Director who is eligible for participation in the Plan
and who elects to make deferral contributions pursuant to Section 4
shall be designated a "Participant" in the Plan. A Participant shall
continue to participate in the Plan until his status as a Participant
is terminated by either a complete distribution of his Deferred
Compensation Account pursuant to the terms of the Plan or by written
directive of the Corporation.
Section 4. DEFERRED COMPENSATION ACCOUNTS
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A. Establishment of Deferred Compensation Accounts. The
Plan Administrator will establish a Deferred Compensation Account for
each Participant. A Participant's Deferred Compensation Account shall
have two subaccounts; a Cash Account to record amounts allocated under
Section 4.D.(ii) and a Stock Account to record amounts allocated under
Section 4.D.(iii). Such Deferred Compensation Account shall be a
bookkeeping account only, maintained as part of the books and records
of the Corporation or applicable Affiliate.
B. Election of Participant. With respect to each Plan
Year, a Participant may elect to have a percentage or a flat dollar
amount of his Eligible Compensation which is to be paid to him by
the Corporation or applicable Affiliate for the Plan Year in question
allocated to his Deferred Compensation Account and paid on a deferred
basis pursuant to the terms of the Plan. To exercise such an election
for any Plan Year, before the December 31st preceding the Plan Year,
the Participant must advise the Plan Administrator of his election,
in writing, on a form prescribed by the Plan Administrator and filed
with the Secretary of the Corporation (each, a "Deferral Notice").
Notwithstanding the preceding sentence, in the case of a Director who
first becomes eligible to participate in the Plan after a Plan Year has
commenced, the Participant may complete a Deferral Notice at any time
prior to the date on which he is first eligible to participate in the
Plan. Such Deferral Notice shall apply only to Eligible Compensation
payable to, or earned by, the Participant after the date on which the
Deferral Notice is received by the Plan Administrator. To the extent
that a Participant completes a Deferral Notice in accordance with the
provisions of this paragraph, such Deferral Notice shall remain in
effect for future Plan Years until changed or revoked by the Participant.
A Participant may terminate his election to defer payment of Eligible
Compensation by written notice delivered to the Corporation's Secretary.
Such termination shall become effective as of the end of the Plan Year
in which notice of termination is given with respect to Eligible
Compensation payable for services as a Director during subsequent
Plan Years. Amounts credited to the Deferred Compensation Account
of the Participant prior to the effective date of termination shall
not be affected thereby and shall be paid only in accordance with Section 5.
C. Corporation Contributions. Each time a Deferral
Notice is submitted to the Plan Administrator in accordance with
Section 4.B. above, during the next Plan Year (or, if applicable,
the remaining Plan Year), the Corporation or applicable Affiliate
will allocate to the Participant's Deferred Compensation Account
the percentage or dollar amount of Eligible Compensation, specified
in the Deferral Notice. Any amounts so allocated by the Corporation
or Affiliate are called "Corporation Contributions."
D. Adjustment of Account Balances.
(i) Participant Election. At the time that a Participant
submits a Deferral Notice, he shall elect the percentage
of Corporation Contributions to be allocated to his Cash Account
(to be adjusted pursuant to Paragraph (ii) of this Section 4.D.) and
his Stock Account (to be adjusted pursuant to Paragraph (iii) of this
Section 4.D.). In addition, within a reasonable time following the
Effective Date, each Participant who has a Deferred Compensation
Account balance as of the Effective Date, shall be afforded an election
under this Paragraph (i) with respect to such balance. Any election
made pursuant to this Paragraph (i) shall be irrevocable with respect
to the affected Corporation Contributions and Deferred Compensation
Account balance.
(ii) As of each Adjustment Date, the Plan Administrator
shall credit the balance in the Participant's Cash Account with Additions
which shall either (A) mirror a specific interest rate equal to the
rate of return paid by Peoples Banking & Trust Company on a Three (3)
Year certificate of deposit or an equivalent deposit account as of
the last business day preceding the applicable Adjustment Date; or (B)
to the extent that a certificate of deposit is purchased by a trust
established to provide benefits under the Plan, be equal to the actual
rate of interest paid with respect to such certificate of deposit. The
crediting of Additions shall be determined by multiplying the
Participant's Cash Account balance as of each month of the quarter
preceding the Adjustment Date by the applicable rate of interest
determined under the preceding sentence. The crediting of Additions
shall occur so long as there is a balance in the Participant's Cash
Account regardless of whether the Participant has terminated service
as a Director or has died. The Plan Administrator may prescribe any
reasonable method or procedure for the accounting of Additions.
(iii) As of each Adjustment Date (or such later date
on which Common Shares are actually acquired), the amount credited to
the Stock Account of each Participant shall be divided by the then Fair
Market Value of the Common Shares. Upon completion of this calculation,
each Stock Account shall be credited with the resulting number of whole
Common Shares and any remaining amounts shall continue to be credited
to the Stock Account until converted to whole Common Shares at a future
Adjustment Date or purchase date. The Stock Account of each Participant
shall be credited with cash dividends on the Common Shares on and after
the date credited to the Stock Account. At the following Adjustment Date
(or, if later, the date on which Common Shares are actually acquired),
the amount of cash dividends credited to each Stock Account (and any
other amounts then credited to such account) shall be divided by the
then Fair Market Value of the Common Shares; and the Stock Account of
each Participant shall be credited with the resulting number of whole
Common Shares and any remaining amounts shall continue to be credited
to the Stock Account until converted to whole Common Shares at a
future Adjustment Date or purchase date. The Plan Administrator
may prescribe any reasonable method or procedure for the accounting
of Additions.
E. Stock Adjustments. The number of Common Shares in
the Stock Account of each Participant shall be adjusted from time to
time to reflect stock splits, stock dividends or other changes in the
Common Shares resulting from a change in the Corporation 's capital
structure.
F. Participant's Rights in Accounts. A Participant's
only right with respect to his Deferred Compensation Account (and
amounts allocated thereto) will be to receive payments in accordance
with the provisions of Section 5 of the Plan.
Section 5. PAYMENT OF DEFERRED BENEFITS
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A. Time of Payment. Distribution of a Participant's
Deferred Compensation Account shall commence on the first business
day of the calendar month following the date of the Participant's
termination of service as a Director due to resignation, retirement,
death or otherwise.
B. Method of Distribution. A Participant's Deferred
Compensation Account shall be distributed to the Participant either
in a single lump sum payment or in equal annual installments over a
period of not more than five (5) years. To the extent that a Deferred
Compensation Account is distributed in installment payments, the
undisbursed portions of such account shall continue to be credited
with Additions in accordance with the applicable provisions of Section
4.D. The method of distribution (lump sum or installments) shall be
elected by the Participant prior to the date on which he ceases to be
a Director. In the absence of any election, a Participant's Deferred
Compensation Account shall be paid in installments over a period of
five (5) years. Cash Accounts shall be distributed in cash. Stock
Accounts shall be distributed either in Common Shares or in cash,
as elected by the Participants. The form of distribution of a
Participant's Stock Account (cash or Common Shares) shall be elected
by the Participant in the Deferral Notice delivered to the Plan
Administrator at the time the deferral election (or treatment of
existing account balance) is made. In the event that a distribution
of a Participant's Stock Account is made in cash, the Plan Administrator
shall determine the amount of such distribution by using the Fair
Market Value of the Common Shares as of the date of distribution, or,
if later, the date on which such Common Shares are actually sold.
C. Accelerated Distributions. If a Participant should
die before full payment of all amounts in his Deferred Compensation
Account, the Corporation shall, in the discretion of the Plan
Administrator, either pay or continue to pay the unpaid amounts to
the Participant's Beneficiary (i) in the same manner as it would have
been paid to the Participant, or (ii) in a lump sum settlement of
the remaining amount in the Participant's Deferred Compensation Account
no sooner than the day after and not later than eighteen months
following the Participant's death. In addition, the Plan Administrator
may, in its discretion, accelerate the payments of those amounts in a
Participant's Deferred Compensation Account without the consent of
the Participant or the Participant's Beneficiary, estate or any
other person or persons claiming through or under him. In making
such determinations, due consideration may be given to the health,
financial circumstances and family obligations of the Participant.
In this regard, the Participant (or after his death, his Beneficiary)
may be consulted; however, he (or they) shall have no voice in the
decision reached.
D. Designation of Beneficiary. Upon the death of a
Participant, his Deferred Compensation Account shall be paid to the
Beneficiary designated by the Participant. If there is no designated
Beneficiary or no designated Beneficiary surviving at a Participant's
death, payment of the Participant's Deferred Compensation Account
shall be made in accordance with the following priority:
(i) his spouse;
(ii) his natural and adopted children or their issue, per stirpes;
(iii) his parents or the survivor of them;
(iv) his brothers and sisters or their issue, per stirpes; or
(v) his other heirs-at-law; and if payable to more than one person
in a class, all persons in that class shall share equally.
If a Beneficiary survives the Participant but dies before receiving the
entire death benefit otherwise payable (and the Beneficiary is not
survived by a second Beneficiary, or the second Beneficiary also dies),
and such Beneficiary has not effectively designated a Beneficiary to
whom his Plan benefits are to be paid if he dies before receipt of
all such benefits, the remainder shall be paid to the heir or heirs
of the last surviving Beneficiary in accordance with priorities (i)
through (v) above.
E. Taxes. In the event any taxes are required by law
to be withheld or paid from any payments made pursuant to the Plan,
the Plan Administrator shall deduct such amounts from such payments
and shall transmit the withheld amounts to the appropriate taxing
authority.
Section 6. ASSIGNMENT OR ALIENATION
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The right of a Participant, Beneficiary or any other person to
the payment of a benefit under this Plan may not be assigned,
transferred, pledged or encumbered except by Will or by the laws of
descent and distribution.
Section 7. PLAN ADMINISTRATION
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The Plan Administrator will have the right to interpret and
construe the Plan and to determine all questions of eligibility
and of status, rights and benefits of Participants and all other
persons claiming benefits under the Plan. In all such interpretations
and constructions, the Plan Administrator's determination will be
based upon uniform rules and practices applied in a nondiscriminatory
manner and will be binding upon all persons affected thereby.
Subject to the provisions of Section 8 below, any decision by the
Plan Administrator with respect to any such matters will be final
and binding on all parties. The Plan Administrator will have
absolute discretion in carrying out its responsibilities under
this Section 7.
Section 8. CLAIMS PROCEDURE
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A. Filing Claims. Any Participant or Beneficiary
entitled to benefits under the Plan may file a claim request with
the Plan Administrator.
B. Notification to Claimant. If a claim request is
wholly or partially denied, the Plan Administrator will furnish to
the claimant a notice of the decision within ninety (90) days in
writing and in a manner calculated to be understood by the claimant,
which notice will contain the following information:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions
upon which the denial is based;
(iii) a description of any additional material or
information necessary for the claimant
to perfect the claim and an explanation
of why such material or information is
necessary; and
(iv) an explanation of the Plan's claims review
procedure describing the steps to be taken
by a claimant who wishes to submit his
claims for review.
C. Review Procedure. A claimant or his authorized
representative may, with respect to any denied claim:
(i) request a review upon a written application
filed within sixty (60) days after receipt
by the claimant of written notice of the
denial of his claim;
(ii) review pertinent documents; and
(iii) submit issues and comments in writing.
Any request or submission will be in writing and will be directed to
the Plan Administrator (or its designee). The Plan Administrator
(or its designee) will have the sole responsibility for the review
of any denied claim and will take all steps appropriate in the light
of its findings.
D. Decision on Review. The Plan Administrator
(or its designee) will render a decision upon review. If
special circumstances (such as the need to hold a hearing on any
matter pertaining to the denied claim) warrant additional time,
the decision will be rendered as soon as possible, but not later
than one hundred twenty (120) days after receipt of the request for
review. Written notice of any such extension will be furnished to
the claimant prior to the commencement of the extension. The decision
on review will be in writing and will include specific reasons for
the decision, written in a manner calculated to be understood by the
claimant, as well as specific references to the pertinent provisions
of the Plan on which the decision is based. If the decision on
review is not furnished to the claimant within the time limits
prescribed above, the claim will be deemed denied on review.
Section 9. UNSECURED AND UNFUNDED OBLIGATION
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Notwithstanding any provision herein to the contrary, the benefits
offered under the Plan shall constitute an unfunded, unsecured promise
by the Corporation and its Affiliates to pay benefits determined
hereunder which are accrued by Participants while such Participants are
Directors. The Corporation may, in its discretion, establish a trust to
provide payment of all or a portion of the benefits payable under this
Plan. No Participant, Beneficiary or any other person shall have any
interest in any particular assets of the Corporation or any Affiliate
(including the assets of any trust established by the Corporation) by
reason of the right to receive a benefit under the Plan and any such
Participant, Beneficiary or other person shall have only the rights
of a general unsecured creditor of the Corporation and its Affiliates
with respect to any rights under the Plan. Nothing contained in the
Plan shall constitute a guaranty by the Corporation, any Affiliate or
any other entity or person that the assets of the Corporation or its
Affiliates (or any trust established by the Corporation) will be
sufficient to pay any benefit hereunder. All expenses and fees
incurred in the administration of the Plan shall be paid by the
Corporation or an Affiliate.
Section 10. AMENDMENT AND TERMINATION OF THE PLAN
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The Corporation reserves the right, by an action of the Plan
Administrator, to amend the Plan at any time, and from time to time,
in any manner which it deems desirable, provided that no amendment
will adversely affect the accrued benefits of any Participant under
the Plan. The Corporation also reserves the right, by an action of
the Plan Administrator, to terminate this Plan at any time without
providing any advance notice to any Participant; and in the event of
any Plan termination, the Corporation reserves the right to then
distribute all amounts allocated to Participants' Deferred Compensation
Accounts.
Section 11. BINDING UPON SUCCESSORS
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The Plan shall be binding upon and inure to the benefit of the
Corporation, its Affiliates, any of their successors and assigns and
the Participants and their heirs, executors, administrators and legal
representatives. In the event of the merger or consolidation of the
Corporation or any of its Affiliates with or into any other corporation,
or in the event substantially all of the assets of the Corporation or
any of its Affiliates shall be transferred to another corporation, the
successor corporation resulting from the merger or consolidation, or
the transferee of such assets, as the case may be, shall, as a condition
to the consummation of the merger, consolidation or transfer, assume
the obligations of the Corporation or Affiliate hereunder and shall be
substituted for the Corporation or Affiliate hereunder.
Section 12. NO GUARANTEE OF PLAN PERMANENCY
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This Plan does not contain any guarantee of provisions for
continued service as a Director to any Participant nor is it
guaranteed by the Corporation or any of its Affiliates to be a
permanent plan.
Section 13. GENDER
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Any reference in the Plan made in the masculine pronoun shall apply
to both men and women.
Section 14. INCAPACITY OF RECIPIENT
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In the event that a Participant or Beneficiary is declared
incompetent and a guardian, conservator or other person legally
charged with the care of his person or of his estate is appointed,
any benefits under the Plan to which such Participant or Beneficiary
is entitled shall be paid to such guardian, conservator or other
person legally charged with the care of his person or his estate.
Except as provided hereinabove, when the Plan Administrator, in its
sole discretion, determines that a Participant or Beneficiary is unable
to manage his financial affairs, the Plan Administrator may, but shall
not be required to, direct the Corporation to make distribution(s) to
any one or more of the spouse, lineal ascendants or descendants or
other closest living relatives of such Participant or Beneficiary
who demonstrates to the satisfaction of the Plan Administrator the
propriety of making such distribution(s). Any payment made under
this Section 14 shall be in complete discharge of any liability
under the Plan for such payment. The Plan Administrator shall
not be required to see to the application of any such distribution
made to any person.
Section 15. GOVERNING LAW
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This Plan shall be construed in accordance with and governed by
the laws of the State of Ohio.
IN WITNESS WHEREOF, the Corporation has caused this
amended and restated Plan to be executed by a duly authorized
officer as of the Effective Date.
PEOPLES BANCORP INC.
By:_________________________________
Its:________________________________
EXHIBIT 10(b)
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RABBI TRUST AGREEMENT
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THIS AGREEMENT, made this ___ day of _____________, 1998
by and between Peoples Bancorp Inc. (the "Corporation") and The Peoples
Banking and Trust Company (the "Trustee").
WITNESSETH:
WHEREAS, the Corporation has adopted the Peoples Bancorp Inc.
Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries (the "Plan");
WHEREAS, the Corporation has incurred or expects to incur
liability under the terms of such Plan with respect to the individuals
participating in such Plan;
WHEREAS, the Corporation wishes to establish a trust
(hereinafter called "the Trust") and to contribute to the Trust
assets that shall be held therein, subject to the claims of the
Corporation's creditors in the event of the Corporation's Insolvency,
as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plan;
WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan maintained for the purpose of
providing deferred compensation for the participants and beneficiaries
of the Plan;
WHEREAS, it is the intention of the Corporation to make
contributions to the Trust to provide itself with a source of funds
to assist it in the meeting of its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust
and agree that the Trust shall be comprised, held and disposed of
as follows:
Section 1
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Establishment of Trust
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(a) The Corporation hereby deposits with the Trustee
in trust Five Hundred Thousand Dollars ($500,000), which shall become
the principal of the Trust to be held, administered and disposed of
by the Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of
which the Corporation is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended (the "Code"), and shall be construed accordingly.
(d) The principal of the Trust, and any earnings thereon,
shall be held separate and apart from other funds of the Corporation
and shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth. Plan
participants and their beneficiaries shall have no preferred claim on,
or any beneficial ownership interest in, any assets of the Trust.
Any rights created under the Plan and this Trust Agreement shall be
mere unsecured contractual rights of Plan participants and their
beneficiaries against the Corporation. Any assets held by the Trust
will be subject to the claims of the Corporation's general creditors
under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.
(e) The Corporation, in its sole discretion, may at any
time, or from time to time, make additional deposits of cash or other
property in trust with the Trustee to augment the principal to be held,
administered and disposed of by the Trustee as provided in this Trust
Agreement. Neither the Trustee nor any Plan participant or beneficiary
shall have any right to compel such additional deposits.
Section 2
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Payments to Plan Participants and Their Beneficiaries
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(a) The Corporation shall deliver to the Trustee a
schedule (the "Payment Schedule") that indicates the amounts payable
in respect of each Plan participant and his or her beneficiaries, that
provides a formula or other instructions acceptable to the Trustee for
determining the amounts so payable, the form (cash, securities or other
assets) in which such amount is to be paid (as provided for or available
under the Plan) and the time of commencement for payment of such amounts.
Except as otherwise provided herein, the Trustee shall make payments to
the Plan participants and their beneficiaries in accordance with such
Payment Schedule. The Trustee shall make provision for the reporting
and withholding of any federal taxes that may be required to be withheld
with respect to the payment of benefits pursuant to the terms of the Plan
and shall pay amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid by the
Corporation.
(b) The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined by the
Corporation or such party as it shall designate under the Plan, and
any claim for such benefits shall be considered and reviewed under
the procedures set out in the Plan.
(c) The Corporation may make payment of benefits directly
to Plan participants or their beneficiaries as they become due under
the terms of the Plan. The Corporation shall notify the Trustee of
its decision to make payment of benefits directly prior to the time
amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon,
are not sufficient to make payments of benefits in accordance with
the terms of the Plan, the Corporation shall make the balance of each
such payment as it falls due. The Trustee shall notify the Corporation
if principal and earnings are not sufficient.
Section 3
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Trustee Responsibility Regarding Payments
to Trust Beneficiary When Corporation is Insolvent
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(a) The Trustee shall cease payment of benefits to
Plan participants and their beneficiaries if the Corporation is
Insolvent. The Corporation shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) the Corporation is unable
to pay its debts as they become due; or (ii) the Corporation is
subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.
(b) At all times during the continuance of this Trust,
as provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of the
Corporation under federal and state law as set forth below.
(i) The Board of Directors and the President
of the Corporation shall have the duty to inform the Trustee in
writing of the Corporation's Insolvency. If a person claiming to
be a creditor of the Corporation alleges in writing to the Trustee
that the Corporation has become Insolvent, the Trustee shall
determine whether the Corporation is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits
to Plan participants or their beneficiaries.
(ii) Unless the Trustee has actual knowledge
of the Corporation's Insolvency, or has received notice from the
Corporation or a person claiming to be a creditor alleging that the
Corporation is Insolvent, the Trustee shall have no duty to inquire
whether the Corporation is Insolvent. The Trustee may in all
events rely on such evidence concerning the Corporation's solvency
as may be furnished to the Trustee and that provides the Trustee
with a reasonable basis for making a determination concerning the
Corporation's solvency.
(iii) If at any time the Trustee has determined
that the Corporation is Insolvent, the Trustee shall discontinue
payments to Plan participants or their beneficiaries and shall
hold the assets of the Trust for the benefit of the Corporation's
general creditors. Nothing in the Trust Agreement shall in any way
diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of the Corporation with
respect to benefits due under the Plan or otherwise.
(iv) The Trustee shall resume the payment of
benefits to Plan participants or their beneficiaries in accordance
with Section 2 of this Trust Agreement only after the Trustee has
determined that the Corporation is not Insolvent (or is no longer
Insolvent).
(c) Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust pursuant
to Section 3(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate
amount of all payments due to Plan participants or their beneficiaries
under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made to Plan participants
or their beneficiaries by the Corporation in lieu of the payments
provided for hereunder during any such period of discontinuance.
Section 4
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Payments to the Corporation
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Except as provided in Section 3 hereof, after the Trust has
become irrevocable, the Corporation shall have no right or power to
direct the Trustee to return to the Corporation or to divert to others
any of the Trust assets before all payment of benefits have been made
to Plan participants and their beneficiaries pursuant to the terms of
the Plan.
Section 5
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Investment Authority
- --------------------
(a) It is intended that a portion of the assets of the
Trust will be invested by the Trustee in securities (including stock
or rights to acquire stock) or obligations issued by the Corporation
(the "Corporation Stock"). All rights associated with assets of the
Trust shall be exercised by the Trustee or the person designated by
the Trustee, including, but not limited to, the voting rights with
respect to Corporation Stock. The Corporation shall have the right
from time to time in its sole discretion, to substitute assets of
equal fair market value for any asset held by the Trust. This right
is exercisable by the Corporation in a nonfiduciary capacity without
the approval or consent of any person in a fiduciary capacity.
(b) The Trustee may purchase and sell Corporation Stock
for the Plan wherever the Corporation Stock is traded, in the
over-the-counter market or in negotiated transactions. The Trustee
shall purchase and sell Corporation Stock for the Plan on such terms
as to price, delivery and otherwise as the Trustee determines in its
sole discretion. It is the intent of the Corporation and the Trustee
that to the extent Corporation Stock is to be purchased for the Plan
in the open market, the Trustee shall cause each such purchase to be
made by an entity (the "Purchasing Agent") which qualifies as an "agent
independent of the issuer," as that term is used in Rule 10b-18
promulgated under the Securities Exchange Act of 1934, as amended.
No Purchasing Agent may be an affiliate of the Corporation. In
addition, neither the Corporation nor any of its subsidiaries or
affiliates (including the Trustee) nor the Plan Administrator (as
defined in the Plan) may exercise any direct or indirect control or
influence over the times when, or the prices at which, shares of
Corporation Stock are purchased by the Purchasing Agent, the amount
of Corporation Stock to be purchased, the manner in which purchases
are made or the selection of the broker or dealer (other than the
Purchasing Agent itself) through whom the purchases are executed.
(c) With respect to the portion of the assets of the
Trust which are not invested in Corporation Stock, the Trustee shall
invest and reinvest such assets and keep them invested, without
distinction between principal and income, in three (3) year
certificates of deposit or an equivalent deposit account.
In making such investments, the Trustee shall not be restricted
from investing assets of the Trust in certificates of deposit or
other deposit accounts offered by the Trustee.
Section 6
- ---------
Disposition of Income
- ---------------------
During the term of this Trust, all income received by the
Trust, net of any expenses and taxes paid from the Trust as provided
in this Trust Agreement, shall be accumulated and reinvested.
Section 7
- ---------
Accounting by the Trustee
- -------------------------
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Corporation and the Trustee.
Within 90 days following the close of each calendar year and within
90 days after the removal or resignation of the Trustee, the Trustee
shall deliver to the Corporation a written account of its
administration of the Trust during such year or during the period
from the close of the last preceding year to the date of such
removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing
all cash, securities and other property held in the Trust at the
end of such year or as of the date of such removal or resignation,
as the case may be.
Section 8
- ---------
Responsibility of the Trustee
- -----------------------------
(a) The Trustee shall act with the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like
aims; provided, however, that the Trustee shall incur no liability to
any person for any action taken pursuant to a direction, request or
approval given by the Corporation which is contemplated by, and in
conformity with, the terms of the Plan or this Trust and is given in
writing by the Corporation. In the event of a dispute between the
Corporation and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.
(b) If the Trustee undertakes or defends any litigation
arising in connection with this Trust, the Corporation agrees to
indemnify the Trustee against the Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such payments.
If the Corporation does not pay such costs, expenses and liabilities
in a reasonably timely manner, the Trustee may obtain payment from the
Trust.
(c) The Trustee may consult with legal counsel (who
may also be counsel for the Corporation generally) with respect to
any of its duties or obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals to
assist it in performing any of its duties or obligations hereunder.
(e) The Trustee shall have, without exclusion, all
powers conferred on Trustees by applicable law, unless expressly
provided otherwise herein; provided, however, that if an insurance
policy is held as an asset of the Trust, the Trustee shall have no
power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee or to loan to any
person the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the Trustee
shall not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within the
meaning of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.
Section 9
- ---------
Compensation and Expenses of the Trustee
- ----------------------------------------
The Corporation shall pay all administrative expenses and
the Trustee's fees and expenses. If not so paid, the fees and
expenses shall be paid from the Trust. The Trustee's fees shall be
mutually agreed to between the Corporation and the Trustee.
Section 10
- ----------
Resignation and Removal of the Trustee
- --------------------------------------
(a) The Trustee may resign at any time by written
notice to the Corporation, which shall be effective 30 days after
receipt of such notice unless the Corporation and the Trustee agree
otherwise.
(b) The Trustee may be removed by the Corporation on 30
days' notice or upon shorter notice accepted by the Trustee.
(c) Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be completed
within 60 days after receipt of notice of resignation, removal or
transfer, unless the Corporation extends the time limit.
(d) If the Trustee resigns or is removed, a successor shall
be appointed, in accordance with Section 11 hereof, by the effective
date of resignation or removal under paragraphs (a) or (b) of this
section. If no such appointment has been made, the Trustee may apply
to a court of competent jurisdiction for appointment of a successor or
for instructions. All expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.
(e) Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be completed
within 60 days after receipt of notice of resignation, removal or
transfer, unless the Corporation extends the time limit.
Section 11
- ----------
Appointment of Successor
- ------------------------
(a) If the Trustee resigns or is removed in accordance with
Section 10(a) or (b) hereof, the Corporation may appoint any third party,
such as a bank trust department or other party that may be granted
corporate trustee powers under state law, as a successor to replace
the Trustee upon resignation or removal. The appointment shall be
effective when accepted in writing by the new Trustee, who shall have
all of the rights and powers of the former Trustee, including ownership
rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by the Corporation or
the successor Trustee to evidence the transfer.
(b) The successor Trustee need not examine the records and
acts of any prior Trustee and may retain or dispose of existing Trust
assets, subject to Sections 7 and 8 hereof. The successor Trustee shall
not be responsible for and the Corporation shall indemnify and defend
the successor Trustee from any claim or liability resulting from any
action or inaction of any prior Trustee or from any other past event,
or any condition existing at the time it becomes successor Trustee.
Section 12
- ----------
Amendment or Termination
- ------------------------
(a) This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Corporation. Notwithstanding
the foregoing, no such amendment shall conflict with the terms of the
Plan or shall make the Trust revocable.
(b) The Trust shall not terminate until the date on which
Plan participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan. Upon termination of the
Trust, any assets remaining in the Trust shall be returned to the
Corporation.
Section 13
- ----------
Miscellaneous
- -------------
(a) Any provision of this Trust Agreement prohibited by
law shall be ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.
(b) Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution
or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.
Section 14
- ----------
Effective Date
- --------------
The effective date of this Trust Agreement shall be
January 2, 1998.
IN WITNESS WHEREOF, the undersigned authorized officers
of the parties have executed this Trust Agreement as of the date
first above written, to be effective as of the date specified in
Section 14 hereof.
PEOPLES BANCORP INC.
By:__________________________________
Its:_________________________________
THE PEOPLES BANKING AND TRUST COMPANY
By:__________________________________
Its:_________________________________
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-___________) pertaining to
the Peoples Bancorp Inc. Deferred Compensation Plan for Directors
of Peoples Bancorp Inc. and Subsidiaries. of our report dated
January 31, 1997, with respect to the consolidated financial
statements of Peoples Bancorp Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Charleston, West Virginia
December 30, 1997
EXHIBIT 23(b)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of Peoples Bancorp Inc. on Form S-8
(File No. 333-___________) of our report dated January 26, 1995,
on our audit of the consolidated financial statements of
Peoples Bancorp Inc. for the year ended December 31, 1994,
incorpoarted by reference in Peoples Bancorp Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Columbus, Ohio
December 31, 1997
EXHIBIT 24
----------
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 securities,
including Common Shares, for offering and sale pursuant to the
Deferred Compensation Plan for Directors of Peoples Bancorp Inc.
and Subsidiaries, as amended, hereby constitutes and appoints
Robert E. Evans and Charles R. Hunsaker, and each of 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 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
this 11th day of December, 1997.
1. /s/ BARTON S. HOLL
Barton S. Holl
2. /s/ NORMAN J. MURRAY
Norman J. Murray
3. /s/ THOMAS C. VADAKIN
Thomas C. Vadakin
4. /s/ PAUL T. THEISEN
Paul T. Theisen
5. /s/ JOSEPH H. WESEL
Joseph H. Wesel
6. /s/ ROBERT E. EVANS
Robert E. Evans
7. /s/ WILFORD D. DIMIT
Wilford D. Dimit
8. /s/ REX E. MAIDEN
Rex E. Maiden
9. /s/ GEORGE W. BROUGHTON
George W. Broughton
