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•	by traditional paper proxy card;

•	by submitting voting instructions via the website identified on your proxy card;

•	by submitting voting instructions by telephone; or

•	in person at the Annual Meeting.

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•	“FOR” the election as Peoples directors of the nominees listed on pages 11 through 12 under “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”;

•	“FOR” the non-binding advisory resolution to approve the compensation of Peoples' named executive officers as disclosed in this Proxy Statement; and

•	“FOR” the ratification of the appointment of Ernst & Young LLP (“EY”) as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2016.

•	filing a written notice of revocation with the Corporate Secretary of Peoples at 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738, which must be received prior to the Annual Meeting;

•	executing and returning a later-dated proxy card, which must be received prior to the Annual Meeting;

•	accessing the designated Internet website prior to the deadline for transmitting voting instructions electronically;

•	using the designated toll-free telephone number prior to the deadline for transmitting voting instructions electronically; or

•	attending the Annual Meeting and giving notice of revocation in person.

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(1)	The “Percent of Class” computation is based on 18,181,712 common shares outstanding and entitled to vote on March 1, 2016.

(2)

Includes Peoples Bank's beneficial ownership through Trust and Investment Services, a division of Peoples Bank, in the following manner: 80,950 common shares with shared investment power and sole voting power; 1,390,040 common shares with shared investment power and shared voting power; 39,790 common shares with sole investment power and sole voting power; and 1,024 common shares with sole investment power and shared voting power. The officers and directors of Peoples Bank and of Peoples disclaim beneficial ownership of the common shares beneficially owned by Peoples Bank through Trust and Investment Services.

(3)

Based on information contained in a Schedule 13G dated January 22, 2016 and filed with the SEC on January 28, 2016, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Institutional Trust Company, N.A. and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2015. The Schedule 13G reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 1,049,089 common shares and sole investment power as to 1,091,346 common shares.

(4)

Based on information contained in a Schedule 13G dated January 28, 2016 and filed with the SEC on that same date, on behalf of Private Management Group, Inc., a registered investment adviser, to report the beneficial ownership of common shares of Peoples as of December 31, 2015. The Schedule 13G reported that Private Management Group, Inc. had sole voting power and sole investment power as to 1,017,562 common shares.

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(5)

Based on information contained in a Schedule 13G/A, dated February 9, 2016 and filed with the SEC on the same date, on behalf of Dimensional Fund Advisors LP, a registered investment adviser, to report its beneficial ownership of common shares of Peoples as of December 31, 2015. The Schedule 13G/A reported that Dimensional Fund Advisors LP had sole voting power as to 972,908 common shares and sole investment power as to 998,589 common shares, all of which common shares were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager. The common shares reported were owned by the investment companies, funds, trusts and accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares.

(1)

Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table. All fractional common shares have been rounded down to the whole common share. The mailing address of each of the current executive officers and directors of Peoples is 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738.

(2)

The “Percent of Class” computation is based on the sum of (i) 18,181,712 common shares outstanding and entitled to vote on March 1, 2016 and (ii) the number of common shares, if any, as to which the named individual or group has the right to acquire beneficial ownership upon the exercise of options and/or stock appreciation rights (“SARs”) which are currently exercisable or will first become exercisable within 60 days after March 1, 2016.

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(3)

Includes 51 common shares held jointly by Tara M. Abraham and her husband, as to which Ms. Abraham exercises shared voting and investment power. Includes 550 common shares held jointly in an investment account by Ms. Abraham and her husband, as to which Ms. Abraham exercises shared voting and investment power. Does not include 3,342 common shares accrued to Ms. Abraham's bookkeeping account under the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the "Deferred Compensation Plan for Directors"), as to which Ms. Abraham has no voting or investment power.

(4)	Reflects beneficial ownership of less than 1% of the outstanding common shares.

(5)

Includes 9,507 common shares held in an investment account by Carl L. Baker, Jr., as to which Mr. Baker exercises sole voting and investment power. Includes 8,352 common shares held by B & N Coal, Inc., as to which Mr. Baker exercises shared voting and investment power. Includes (i) 6,943 common shares held by Mr. Baker as Trustee of the Gilbert Baker Trust, as to which Mr. Baker exercises sole voting and investment power; (ii) 44,924 common shares held by Mr. Baker as Trustee of the Jewell Baker Trust, as to which Mr. Baker exercises sole voting and investment power; (iii) 9,005 common shares held by Mr. Baker as Trustee of the Mary Baker Trust, as to which Mr. Baker exercises sole voting and investment power; and (iv) 5,259 common shares held by Mr. Baker as Trustee of Baker Investments LLC, as to which Mr. Baker exercises sole voting and investment power. Does not include 344 common shares accrued to Mr. Baker's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Baker has no voting or investment power.

(6)

Includes 6,326 common shares held in an investment account by S. Craig Beam, as to which Mr. Beam exercises sole voting and investment power. Includes 8,709 common shares held jointly by Mr. Beam and his wife, as to which Mr. Beam exercises shared voting and investment power. Does not include 11,620 common shares held of record and beneficially owned by Mr. Beam's wife, as to which Mr. Beam has no voting or investment power and disclaims beneficial ownership.

(7)

Includes 11,586 common shares held in an Individual Retirement Account account by Peoples Bank as custodian, as to which George W. Broughton exercises sole voting and investment power. Does not include 16,333 common shares held of record and beneficially owned by Mr. Broughton's wife, as to which Mr. Broughton has no voting or investment power and disclaims beneficial ownership. Does not include 1,701 common shares accrued to Mr. Broughton's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Broughton has no voting or investment power.

(8)	Includes 5,000 common shares held in an investment account by David F. Dierker, as to which Mr. Dierker exercises sole voting and investment power. Does not include 3,519 common shares accrued to Mr. Dierker's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Dierker has no voting or investment power.

(9)	Includes 106 common shares allocated to the account of Richard Ferguson in the Ferguson Consulting, LLC retirement savings plan, as to which Mr. Ferguson has the power to direct the voting and investment. Does not include 9,390 common shares accrued to Mr. Ferguson's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Ferguson has no voting or investment power.

(10)

Includes 108 common shares held jointly by James S. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power. Includes 1,008 common shares held jointly in an investment account by Mr. Huggins and his wife, as to which Mr. Huggins exercises shared voting and investment power. Does not include 2,287 common shares accrued to Mr. Huggins' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Huggins has no voting or investment power.

(11)	Includes 3,886 common shares held by Brooke W. James as custodian, as to which Ms. James exercises sole voting and investment power.

(12)	Does not include 21,086 common shares accrued to Dr. Brenda F. Jones' bookkeeping account under the Deferred Compensation Plan for Directors, as to which Dr. Jones has no voting or investment power.

(13)	Executive officer of Peoples during the 2015 fiscal year and named in the “SUMMARY COMPENSATION TABLE FOR 2015” on page 43. Edward G. Sloane resigned as an executive officer of Peoples effective November 16, 2015.

(14)

Includes 33 common shares credited to the stock account of Timothy H. Kirtley in the Peoples Bancorp Inc. Employee Stock Purchase Plan (the “ESPP”). Includes (i) 1,334 unvested restricted common shares which were granted to Timothy H. Kirtley on January 29, 2013 and will vest as described in footnote (4) to the “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2015” table on page 47 (the “Outstanding Equity Awards Table”); (ii) 1,907 unvested restricted common shares which were granted to Mr. Kirtley on February 4, 2014 and will vest as described in footnote (5) to the Outstanding Equity Awards Table; and (iii) 3,170 unvested restricted common shares which were

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(15)

Includes 2,017 common shares allocated to the account of Daniel K. McGill in the Retirement Savings Plan, as to which Mr. McGill has the power to direct the voting and investment. Also includes (i) 1,168 unvested restricted common shares which were granted to Mr. McGill on January 29, 2013 and will vest as described in footnote (4) to the Outstanding Equity Awards Table; (ii) 1,907 unvested restricted common shares which were granted to Mr. McGill on February 4, 2014 and will vest as described in footnote (5) to the Outstanding Equity Awards Table; and (iii) 3,690 unvested restricted common shares which were granted to Mr. McGill on January 29, 2015 and will vest as described in footnote (6) to the Outstanding Equity Awards Table. Mr. McGill has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

(16)	Includes 3,500 common shares held in an investment account by David L. Mead, as to which Mr. Mead exercises sole voting and investment power. Does not include 11,503 common shares accrued to Mr. Mead's bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Mead has no voting or investment power.

(17)	Includes 3,120 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power.

(18)

Includes 9,500 unvested restricted common shares which were granted to John C. Rogers on December 1, 2015 and will vest as described in footnote (7) to the Outstanding Equity Awards Table. Mr. Rogers has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

(19)

Includes 8,778 common shares held jointly by Carol A. Schneeberger and her husband, as to which Ms. Schneeberger exercises shared voting and investment power. Includes 17,855 common shares allocated to the account of Ms. Schneeberger in the Retirement Savings Plan, as to which Ms. Schneeberger has the power to direct the voting and investment. Includes 669 common shares held by Ms. Schneeberger in the ESPP. Also includes (i) 1,334 unvested restricted common shares which were granted to Ms. Schneeberger on January 29, 2013 and will vest as described in footnote (4) to the Outstanding Equity Awards Table; (ii) 1,907 unvested restricted common shares which were granted to Ms. Schneeberger on February 4, 2014 and will vest as described in footnote (5) to the Outstanding Equity Awards Table; and (iii) 3,900 unvested restricted shares which were granted to Ms. Schneeberger on January 29, 2015 and will vest as described in footnote (6) to the Outstanding Equity Awards Table. Ms. Schneeberger has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

(20)	Includes 8,782 common shares allocated to the account of Edward G. Sloane in the Retirement Savings Plan, as to which Mr. Sloane has the power to direct the voting and investment. Includes 1,000 common shares held in an investment account by Mr. Sloane, as to which Mr. Sloane exercises sole voting and investment power.

(21)

Includes 11,085 common shares held in an investment account by Charles W. Sulerzyski, as to which Mr. Sulerzyski exercises sole voting and investment power. Includes 1,229 common shares held by Mr. Sulerzyski in the ESPP. Also includes (i) 3,702 unvested restricted common shares which were granted to Mr. Sulerzyski on January 29, 2013 and will vest as described in footnote (4) to the Outstanding Equity Awards Table; (ii) 5,936 unvested restricted common shares which were granted to Mr. Sulerzyski on February 4, 2014 and will vest as described in footnote (5) to the Outstanding Equity Awards Table; and (iii) 12,851 unvested restricted common shares which were granted to Mr. Sulerzyski on January 29, 2015 and will vest as described in footnote (6) the Outstanding Equity Awards Table. Mr. Sulerzyski has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

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(22)	Includes 15,000 common shares held in investment accounts by Thomas J. Wolf, as to which Mr. Wolf exercises sole voting and investment power. As of March 1, 2016, 20,000 common shares held by Mr. Wolf had been pledged as security for a loan.

(23)	Includes common shares held jointly by current directors and executive officers with other persons, as well as an aggregate of 19,872 common shares allocated to the accounts of the current executive officers of Peoples in the Retirement Savings Plan. See notes (3), (5) through (12), and (14) through (22) above.

•	Richard W. Stafford, a former executive officer of Peoples, filed late one Form 4 reporting one disposition of restricted common shares which occurred on September 23, 2015, and was reported on September 30, 2015.

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•	the related person's interest in the transaction;

•	the approximate dollar value of the amount involved in the transaction;

•	the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;

•	whether the transaction was undertaken in the ordinary course of business of Peoples or the applicable subsidiary of Peoples;

•	whether the transaction is on terms no less favorable to Peoples or the applicable subsidiary of Peoples than terms that could have been reached with an unrelated third party;

•	the purpose of, and the potential benefits to Peoples or the applicable subsidiary of Peoples of, the transaction;

•	the impact of the transaction on the related person's independence; and

•	any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances.

•

James S. Huggins, who is a director of Peoples, is a partner with Theisen Brock, LPA, a law firm that renders a variety of legal services to Peoples and our subsidiaries. During the 2015 fiscal year, Peoples and our subsidiaries paid Theisen Brock, LPA approximately $75,332 in legal fees and expenses, which were incurred in the ordinary course of business. In addition, Theisen Brock, LPA, either directly or through its wholly-owned title agency subsidiaries, received title examination fees and title insurance premiums totaling approximately $172,637 in connection with the closing of mortgage loans made by Peoples Bank to its customers during the 2015 fiscal year, which fees and premiums were paid by the customers directly to Theisen Brock, LPA. In his capacity as a partner with Theisen Brock, LPA, Mr. Huggins received a portion of the fees and premiums described in this paragraph.

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•	overseeing the accounting and financial reporting processes of Peoples;

•	overseeing the audits of the consolidated financial statements of Peoples;

•	appointing, terminating, compensating and overseeing the work of Peoples' independent registered public accounting firm, including resolving any disagreements between Peoples' management and Peoples' independent registered public accounting firm regarding financial reporting;

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•	pre-approving all audit and non-audit services provided by Peoples' independent registered public accounting firm;

•	discussing with management, the auditors performing Peoples' internal audit function (the “Internal Auditors”) and Peoples' independent registered public accounting firm the adequacy and effectiveness of the internal controls of Peoples;

•	reviewing and concurring in the appointment, replacement, reassignment or dismissal of the Internal Auditors, the scope of the internal audit, and the operation and performance of the Internal Auditors;

•	reviewing all transactions with related persons required to be reported to the Audit Committee under the Related Person Transaction Policy for potential conflict of interest situations, and approving or ratifying such transactions as appropriate;

•	reviewing Peoples' earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, and financial statements and related disclosures in Peoples' periodic reports;

•	setting hiring policies for employees or former employees of Peoples' independent registered public accounting firm;

•	establishing and reviewing the procedures for the receipt, retention and treatment of complaints received by Peoples regarding internal controls or auditing matters;

•	reviewing with the Internal Auditors and Peoples' counsel, legal and regulatory matters that may have a material impact on Peoples' consolidated financial statements, related compliance policies of Peoples and compliance with Peoples' Code of Ethics and programs and reports received from regulatory agencies;

•	assisting the Board in the oversight of:

◦	the performance of Peoples' independent registered public accounting firm, and

◦	the independent registered public accounting firm's qualifications and independence;

•	preparing the report of the Audit Committee required to be included in Peoples' annual Proxy Statement;

•	preforming the duties required by applicable laws and regulations to be performed by the audit committee for Peoples Bank, in its capacity as an Ohio state-chartered bank;

•	performing the duties required by applicable laws and regulations to be performed by the fiduciary audit committee for Peoples Bank, in its capacity as a bank exercising fiduciary powers; and

•	other duties and responsibilities as may be delegated to the Audit Committee by the Board.

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•	establishing and articulating qualifications, desired background and selection criteria for members of the Board consistent with any eligibility requirements set forth in Peoples' Code of Regulations, and may consider such factors as it deems appropriate;

•	evaluating Board candidates recommended by shareholders and periodically reviewing the procedures used by the Governance and Nominating Committee in such evaluation process;

•	screening and making recommendations to the Board of qualified candidates for election, nomination or appointment to the Board, including nominees for re-election as directors and candidates to fill vacancies;

•	recommending assignments to committees of the Board and chairs of Board committees for consideration by the Board;

•	reviewing with the Chairman of the Board, or another director designated by the Board, issues involving potential conflicts of interest and/or any change of status of directors pursuant to applicable law and the applicable provisions of Peoples' Code of Ethics, Peoples' Code of Regulations or Peoples' Corporate Governance Guidelines;

•	periodically administering and reviewing with the Chairman of the Board, or another director designated by the Board, an evaluation of the processes and performance of the Board and the Board's committees, and reporting such review to the Board;

•	recommending to the Board for its consideration the number of members to serve on the Board;

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•	periodically reviewing Peoples' Code of Ethics and the Related Person Transaction Policy and recommending changes, as deemed necessary or appropriate by the Governance and Nominating Committee, to the Board for approval;

•	reviewing and reporting to the Board on board education opportunities and additional corporate governance matters as necessary or as directed by the Chairman of the Board or the Board as a whole;

•	overseeing the orientation and education of new and continuing members of the Board; and

•	developing and recommending to the Board a set of corporate governance guidelines applicable to Peoples.

•	reviewing and annually approving Peoples' enterprise risk management framework;

•	ensuring that policies, procedures and guidelines are designed and implemented so as to manage risk to Peoples in all forms, including credit, market, liquidity, compliance and legal, operational, strategic and reputation risks;

•	overseeing management's implementation and enforcement of Peoples' risk management policies, procedures, and guidelines;

•	monitoring Peoples' internal risk management function; and

•	ensuring that Peoples' risk management activities are parallel to, and reconcile with, Peoples' strategic plan.

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•	the name, age, business address and residence address of each proposed nominee;

•	the principal occupation or employment of each proposed nominee;

•	the number of shares of capital stock of Peoples beneficially owned by each proposed nominee and by the nominating shareholder; and

•	any other information required to be disclosed with respect to a nominee for election as a director under the SEC's proxy rules.

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•	Charles W. Sulerzyski, President and Chief Executive Officer

•	John C. Rogers, Executive Vice President, Chief Financial Officer and Treasurer. Mr. Rogers assumed this position on November 30, 2015.

•	Daniel K. McGill, Executive Vice President and Chief Commercial Banking Officer

•	Timothy H. Kirtley, Executive Vice President and Chief Credit Officer

•	Carol A. Schneeberger, Executive Vice President and Chief Administrative Officer

•	Edward G. Sloane, Former Executive Vice President, Chief Financial Officer and Treasurer. Mr. Sloane resigned from this position effective November 16, 2015.

•	We completed the acquisition and integration of NBTF, which added $711.1 million in total assets as of the March 6, 2015 acquisition date, and 22 full-service branches in markets in southwest Ohio.

•	We grew period-end total loan balances by 7% for the year (excluding the NBTF acquired loans).

•	We improved our net interest margin to 3.53% compared to 3.45% in 2014.

•	Incentive program goals reflected the impact of the NBTF acquisition, which added $711.1 million in total assets as of the March 6, 2015 acquisition date.

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•	Target net income was 62% higher than the target in 2014 and 39% more than the results used in determining 2014 incentive payment amounts.

•	Target total revenue was 55% higher than the 2014 target and 45% higher than the results used in determining 2014 incentive payment amounts.

•	Target efficiency ratio required a 135 basis point improvement over the 2014 target level and a 107 basis point improvement over the results used in determining 2014 incentive payment amounts.

•	As a result of the expected growth in revenue, net income and assets, target return on average assets was aimed to approximate the median of the 2014 target level and the results used in determining 2014 incentive payments.

•	We failed to achieve threshold results for the majority of our key incentive metrics.

•	Our 2015 results were well below target and failed to achieve threshold results for net income, return on average assets, efficiency ratio, diluted earnings per common share and criticized assets.

•	We achieved the threshold result for total revenue and the target result for Tier 1 Common Capital Ratio.

•	Our NEOs achieved, to varying degrees, individual performance objectives; but we failed to achieve the absolute minimum earnings per common share required for any incentive payments to be earned.

•	No salary increases for the NEOs were approved for 2016.

•	No cash incentive payments were made to the NEOs for 2015 results versus performance goals.

•	No equity-based incentive payments were awarded to the NEOs in early 2016 for 2015 results.

•	Total direct compensation for 2015 results decrease by 54% for the CEO and by 42% to 46% for the other NEOs who participated in the annual and long term incentive plans in 2014 and 2015.

•	We target market median pay levels, and we consider peer and market data in setting pay.

•	We link pay to performance.

•	We require a minimum level of corporate performance before any incentive compensation is paid to the NEOs.

•	We have stock ownership and retention guidelines for our NEOs.

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•	A double trigger (i.e. both a change in control and a termination of employment) is required for payment under our change in control agreements with our NEOs.

•	We prohibit our NEOs from hedging or pledging their Peoples common shares, and we require that they obtain pre-clearance before trading in Peoples common shares.

•	We conduct an annual risk assessment of our compensation programs.

•	We hold an annual shareholder “say-on-pay” vote.

•	We annually review the independence of our compensation advisors.

•	Our Compensation Committee is comprised entirely of independent directors.

(1)	Comparison of one-year, three-year, and five-year total shareholder return of Peoples common shares. Total shareholder return includes the impact of dividends.

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(1)	These amounts are based on Net Income Available to Common Shareholders.

(2)

These amounts represent non-Generally Accepted Accounting Principles (“GAAP”) financial measures since pre-provision net revenue, which is defined as net interest income plus non-interest income minus non-interest expense, excludes the provision for loan losses and all gains and losses included in earnings. Additional information regarding the calculation of these measures can be found in “ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015, under the caption “Pre-Provision Net Revenue”.

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(1)

Amounts in this column reflect the percentage of 2014 base salary represented by cash incentive payments earned under the annual incentive program for 2014 performance and paid in 2015. Base salary is reported in the “Salary” column and the cash incentive payment earned is reported in the “Non-Equity Incentive Plan Compensation” column, in each case for 2014, in the “SUMMARY COMPENSATION TABLE FOR 2015” beginning on page 43 of this Proxy Statement.

(2)	Percentages in these columns reflect the exclusion from the reported 2014 results of the one-time expenses incurred in 2014 relating to the financial institution acquisitions. These adjusted 2014 results were used to determine the cash and equity-based incentive compensation amounts for 2014.

(3)	No amounts were earned under the cash incentive portion of the annual incentive program for 2015 performance.

(4)

Amounts in this column reflect the percentage of 2014 base salary represented by awards of restricted common shares, valued using The NASDAQ Global Select Market® closing price of Peoples’ common shares on the grant date, which were granted in 2015 for 2014 performance. Base salary is reported in the “Salary” column for 2014 and the restricted common shares award is reported in the “Stock Awards” column for 2015 in the “SUMMARY COMPENSATION TABLE FOR 2015” beginning on page 43 of this Proxy Statement. With respect to Mr. Sulerzyski, the amount in this column excludes the award of 2,000 restricted common shares, granted as a discretionary time-vested award on January 23, 2014, as disclosed in footnote 6 of the “SUMMARY COMPENSATION TABLE FOR 2015”, beginning on page 43 of this Proxy Statement.

(5)	No restricted common shares were awarded to the NEOs for 2015 performance.

(6)	Mr. Rogers joined Peoples on November 30, 2015, and, therefore, did not participate in the 2014 and 2015 incentive compensation programs.

(7)	Mr. Sloane resigned from Peoples effective November 16, 2015, and, therefore, was not eligible to receive incentive compensation for 2015.

•

Chief Executive Officer Compensation: Based upon the Compensation Committee’s review of corporate and individual performance, Mr. Sulerzyski’s base salary remained unchanged at $500,000 for 2016. No annual cash incentive was paid, and no restricted common shares were awarded under the equity-based long-term incentive plan, to Mr. Sulerzyski for 2015 performance, because the absolute minimum level of corporate performance established for any payment of those incentives was not achieved in 2015.

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•

Chief Financial Officer Compensation: Mr. Sloane resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer of Peoples effective November 16, 2015 and, therefore, was not eligible for incentive compensation for 2015. The Compensation Committee approved severance pay to Mr. Sloane in an amount which represented a continuation of his regular base salary at his regular monthly base pay, for a period of six months following November 21, 2015. The Compensation Committee determined that the amount of severance pay was reasonable and appropriate in light of Mr. Sloane’s position and years of service with Peoples.

•

Mr. Rogers assumed the position of Executive Vice President, Chief Financial Officer and Treasurer of Peoples on November 30, 2015, and, therefore, did not participate in the 2015 incentive compensation program. Prior to November 30, 2015, the Compensation Committee approved a compensation package for Mr. Rogers consisting of an annual base salary of $300,000, a $50,000 cash bonus payable on January 15, 2016 provided he remained employed by Peoples on that date, and a grant of 9,500 restricted common shares of Peoples with vesting of these restricted common shares to occur as follows, if he remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2016; (ii) 3,167 of the restricted common shares will vest on December 1, 2017, and (iii) 3,166 of the restricted common shares will vest on December 1, 2018. The Compensation Committee believes that the compensation package for Mr. Rogers was structured appropriately in light of the Compensation Committee’s goal of attracting the most capable executive officers and aligning their interests with those of the shareholders.

•

Other NEO Compensation: Compensation decisions for the other NEOs who served throughout 2015 are summarized in the table below. Based upon the Compensation Committee’s review of corporate and individual performances, their base salaries remained unchanged from their 2015 levels. No annual cash incentives were paid, and no restricted common shares were awarded under the equity-based long-term incentive plan, to these other NEOs for 2015 performance because the absolute minimum level of corporate performance established for any payment of those incentives was not achieved in 2015.

•

Advisory Vote of Shareholders: The Compensation Committee reviewed and considered the non-binding advisory vote of shareholders (which approved the compensation of Peoples' NEOs for the 2014 fiscal year as disclosed in the Proxy Statement for the 2015 Annual Meeting of Shareholders) and focused on continuing to design executive compensation programs intended to meet the best interests of Peoples’ shareholders. The result of the advisory vote in 2015 was 7,447,622 common shares voting in favor of the advisory resolution to approve the NEO compensation for 2014, an approval rate of 77% of common shares voted, including abstentions.

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•	rewards them for sustained positive financial and operating performance and leadership excellence;

•	aligns their interests with those of our shareholders;

•	attracts qualified talent; and

•	encourages strong performers to remain with Peoples for long and productive careers.

•

Base Salary: Base salaries for our executive officers are benchmarked at the median of those of similarly-situated officers serving with members of Peoples' Peer Group (as defined on page 31). Based upon individual circumstances, actual base salary levels may be higher or lower than this “market median”. For the purposes of the annual incentive program, and as used herein, “base salary” is defined as the base salary compensation paid during the calendar year.

•

Total Cash Compensation: Total cash compensation represents base salary plus any annual cash incentive payout received. The long-term objective is for total cash compensation for our executive officers to be consistent with the market median of that received by similarly-situated officers serving with members of Peoples' Peer Group for achieving target performance. Likewise, the objective is for compensation for our executive officers to be at or above the 75th percentile of that received by such similarly-situated officers for achieving performance at the 75th percentile of the Peer Group.

•

Total Direct Compensation: Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. The objective is to grant equity-based awards only after performance goals for a fiscal year have been attained. Equity-based awards are granted with a three-year vesting period, which enhances employee retention and reduces the sensitivity to short-term performance. Beginning with equity-based awards granted in 2015 for 2014 performance, equity awards have been subject to three-year “cliff vesting.” In the event the performance metrics are not met in a given year, the awards to be received at the end of the cliff-vesting period are reduced by one-third. Prior to 2015, equity-based awards had been

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•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive compensation;

•	Retirement and other benefits; and

•	Perquisites and other personal benefits.

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(1)	Mr. Rogers joined Peoples on November 30, 2015, and, therefore, did not participate in the 2015 incentive program.

(2)	Mr. Sloane resigned from his position with Peoples effective November 16, 2015, and, therefore, did not participate in the 2015 incentive program.

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(a)	Forty percent (40%) of the participant's average compensation (annual compensation, providing the highest total for five consecutive years out of the last ten years of service), plus

(b)	Seventeen percent (17%) of the excess of the participant's average compensation over his/her Social Security-covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

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(d)	The benefit amount in (c) is then multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date.

(a)	Forty percent (40%) of the participant's average compensation (annual compensation providing the highest total for five consecutive years out of the last ten years of service), plus

(b)	Seventeen percent (17%) of the excess of the NEO's average compensation over his/her Social Security-covered compensation; with

(c)	The sum of the amounts calculated under (a) and (b) multiplied by the ratio of total years of service projected to normal retirement date to 30, such ratio not to exceed 1.

(d)	The benefit amount in (c) is then multiplied by the ratio of total years of service with Peoples earned to date to total years of service projected to normal retirement date, and reduced by one-fifteenth for each of the first five years and one-thirtieth for each of the next ten years by which the participant's early retirement date precedes the normal retirement date.

(a)	The Cash Balance Account (as such term is defined in the Retirement Plan) at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the participant's date of termination of employment on the Cash Balance Account as of the end of the prior plan year based on the one-year constant maturity rate for the December preceding the determination year plus 50 basis points, plus

(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year.

(d)	The Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(a)	The Cash Balance Account at the end of the prior plan year, plus

(b)	Interest to the earlier of the end of the prior plan year or the end of the month containing the participant's date of termination of employment on the Cash Balance Account as of the end of the prior plan year based on the one-year constant maturity rate for the December preceding the determination year plus 50 basis points, plus

(c)	An annual accrual equal to 2% of compensation for the plan year provided the participant earned a year of service during the plan year.

(d)	The Cash Balance Account is converted at the date of termination of employment into a monthly life annuity benefit payable beginning at the participant’s normal retirement date. Conversion calculations are based on actuarial equivalence factors specified in the Retirement Plan.

(e)	The benefit is reduced by one-fifteenth for each of the first five years and one-thirtieth for each of the next ten years by which the participant's early retirement date precedes the normal retirement date.

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•	Balance between base salary, and cash and equity-based incentive compensation opportunities;

•	Maximum payouts which limit overall payout potential;

•	Balance between short-term (cash) and long-term (equity-based) incentive compensation opportunities;

•	Use of a balanced scorecard approach in setting performance goals with interacting, complementary incentive objectives that discourage emphasis on any single objective;

•	Peoples' tone at the top and culture of ethically doing the right thing;

•	Grants of only full value equity awards in respect of potential equity-based long-term incentive compensation; and

•	Award of restricted common shares with a performance-based vesting requirement based upon the achievement of minimum company performance metrics.

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(1)	Mr. Rogers became Executive Vice President, Chief Financial Officer and Treasurer of Peoples on November 30, 2015. Prior to that date, he was not employed by Peoples or any of our subsidiaries.

(2)	Mr. Sloane resigned as Executive Vice President, Chief Financial Officer and Treasurer of Peoples effective November 16, 2015.

(3)	Mr. Rogers was paid a $50,000 cash bonus on January 15, 2016. This amount is not included in 2015 since he had to be employed on January 15, 2016 to receive this payment.

(4)	On February 25, 2015, Messrs. Sloane and Kirtley and Ms. Schneeberger were paid a one-time bonus, authorized by the Compensation Committee on January 23, 2015, in recognition for outstanding accomplishments in 2014 with respect to operational soundness and execution of Peoples’ acquisition strategy.

(5)

The amounts in column (e) for 2015 reflect the grant date fair value for awards of restricted common shares pursuant to the 2014 incentive program which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. These amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 16. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for additional information regarding the restricted common shares granted in 2015.

(6)	The amounts in column (e) for 2014 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards

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(7)

The amounts in column (e) for 2013 reflect the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for awards of restricted common shares pursuant to the 2012 incentive program, which were granted under Peoples' 2006 Plan and are reported for the fiscal year during which the restricted common shares were granted. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 17. Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for additional information regarding the restricted common shares granted in 2013.

(8)

The amount in column (e) for Mr. Rogers reflects the grant date fair value, computed in accordance with FASB ASC Topic 718 and based on The NASDAQ Global Select Market® price of Peoples' common shares on the grant date, for 9,500 restricted common shares awarded on December 1, 2105, with vesting of these restricted common shares to occur as follows, if he remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2016; (ii) 3,167 of the restricted common shares will vest on December 1, 2017; and, (iii) 3,166 of the restricted common shares will vest on December 1, 2018.

(9)	The amounts in column (f) represent cash incentives earned under the incentive program and are reported for the fiscal year with respect to which the cash incentives were earned. The NEOs did not earn a cash incentive under the incentive program for 2015 fiscal year performance. The amounts shown for 2014 were paid February 25, 2015. The amounts shown for 2013 were paid February 21, 2014.

(10)

The amounts in column (g) include, for the participating NEOs, the increase (if any) in the actuarial present value of the NEO's accumulated benefits under the Retirement Plan determined using assumptions consistent with those used in “Note 11. Employee Benefit Plans” of the Notes to the Consolidated Financial Statements filed as part of Item 8 of Part II of Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Mr. Sulerzyski, Mr. Rogers and Mr. Kirtley do not participate in the Retirement Plan. For purposes of the fiscal year ended December 31, 2015, the actuarial present value of the accumulated benefits for Mr. Sloane and Mr. McGill under the Retirement Plan represented a net gain in value, resulting in the value of $69 reported in the table above for Mr. Sloane and the value of $29 reported for Mr. McGill. The amounts shown for Ms. Schneeberger in 2015 and 2013 do not include the declines in the actuarial present value of the accumulated benefits under the Retirement Plan in the amounts of $34,746 and $107,657, respectively. The increase of $279,143 in the actuarial present value of the accumulated benefits included for 2014 in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” for Ms. Schneeberger was based upon two factors. The first factor was an update in mortality tables used to calculate actuarial present value, increasing the life expectancy assumption used in the calculation. This factor increased the present value of accumulated benefits for Ms. Schneeberger by $144,895. Second, a decrease in the discount rate used in the calculation of actuarial present value due to persistently low interest rates resulted in a substantial increase in Ms. Schneeberger’s actuarial present value. This factor increased the present value of Ms. Schneeberger’s accumulated benefits by $99,797. The remaining portion of the increase in 2014 was a result of the increase in the fair market value of the assets of $34,451.

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(11)

All other compensation for each NEO for 2015 includes: (i) Mr. Sulerzyski - Peoples' 401(k) Plan company match in the amount of $10,600, $1,250 wellness incentive payment, and $21,860 in company matching contributions under the NQDC Plan; (ii) Mr. Rogers - Peoples' 401(k) Plan company match in the amount of $750 and relocation expense of $163; (iii) Mr. Sloane - Peoples' 401(k) Plan company match in the amount of $10,600, $900 wellness incentive payment, $29,375 in continuation of base salary subsequent to his resignation (an additional $88,125 in continuation of base salary will be paid in 2016), and $15,478 in unused paid time off; (iv) Mr. McGill - Peoples' 401(k) Plan company match in the amount of $10,600, Executive Health Program payments made on his behalf in the amount of $1,495, and $3,538 in company matching contributions under the NQDC Plan; (v) Mr. Kirtley - Peoples' 401(k) Plan company match in the amount of $10,600, Executive Health Program payments made on his behalf in the amount of $2,233, and $1,250 wellness incentive payment; and (vi) Ms. Schneeberger - Peoples' 401(k) Plan company match in the amount of $10,600, Executive Health Program payments made on her behalf in the amount of $2,746, $1,250 wellness incentive payment and $3,645 in company matching contributions under the NQDC Plan. See the disclosure under the caption “NON-QUALIFIED DEFERRED COMPENSATION FOR 2015” beginning on page 49 of this Proxy Statement for more information concerning the calculation of earnings with respect to contributions made by Peoples and the NEOs, and credited to the NEOs’ accounts under the NQDC Plan.

(1)	Mr. Rogers became Executive Vice President, Chief Financial Officer and Treasurer of Peoples on November 30, 2015. Prior to that date, he was not employed by Peoples or any of our subsidiaries.

(2)	Mr. Sloane resigned as Executive Vice President, Chief Financial Officer and Treasurer of Peoples effective November 16, 2015. All awards shown in this table were forfeited upon his resignation as the awards were unvested at the time of his voluntary resignation.

(3)	Annual cash incentive potential available for payment through the incentive program if the indicated level of performance were achieved for the 2015 fiscal year. Refer to the discussion under the caption “2015 Executive Compensation

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(4)

Economic value of equity-based grants available for award through the 2015 incentive program under Peoples’ 2006 Plan if the indicated level of performance were achieved for the 2015 fiscal year. Equity-based incentive awards are denominated in dollars, rather than number of common shares. As a result, the threshold, target and maximum amounts are shown in “dollars” rather than the “number of common shares.” At the time of payout, the economic value of the actual award earned will be translated into awards of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards are made after results in respect of the fiscal year's performance goals have been measured. Refer to the discussion under the caption “2015 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 23 of this Proxy Statement, for additional information regarding grants of equity-based awards. No equity-based grants were earned for the 2015 fiscal year.

(5)

Except as noted in footnote (6) below, the number of common shares shown in column (j) reflects the aggregate number of restricted common shares granted through the incentive program based upon corporate and individual performance for the 2014 fiscal year, which were granted under the 2006 Plan on January 29, 2015. The economic value of the equity-based incentive awards earned was converted into the number of restricted common shares shown, using the closing price of Peoples' common shares on the grant date. All shares will vest on January 29, 2018 if the NEO remains employed by Peoples on that date. The vesting is also subject to the requirements that Peoples have maintained a well capitalized status under applicable regulatory standards and reported net income for each of the fiscal years comprising the vesting period. The NEO has the right to vote the common shares underlying the restricted common shares and is entitled to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued. Refer to the discussion under the caption “2015 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 23 of this Proxy Statement, for additional information regarding equity-based grants available for award.

(6)

Economic value of equity-based grants awarded through the 2014 incentive program under Peoples’ 2006 Plan for the performance achieved in the 2014 fiscal year. At the time of payout, the economic value of the actual award earned was translated into awards of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards were made after results achieved in the 2014 fiscal year were measured.

(7)

The amount in column (j) for Mr. Rogers reflects the grant of 9,500 restricted common shares awarded on December 1, 2015, with vesting of these restricted common shares to occur as follows, if he remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2016; (ii) 3,167 of the restricted common shares will vest on December 1, 2017; and, (iii) 3,166 of the restricted common shares will vest on December 1, 2018.

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(1)	Mr. Sloane resigned as Executive Vice President, Chief Financial Officer and Treasurer of Peoples effective November 16, 2015. All previously granted and unvested equity-based awards were forfeited upon his voluntary resignation.

(2)	Represents common shares underlying stock options granted to Ms. Schneeberger.

(3)	Stock-settled SARs covering 938 common shares were approved by the Compensation Committee on February 8, 2007, granted on February 13, 2007, and vested on February 13, 2010. Stock-settled SARs covering 1,165 common shares were approved by the Compensation Committee on February 14, 2008, granted on February 20, 2008, and vested on February 20, 2011.

(4)

Represents unvested portion, or one-third, of the original award, as of December 31, 2015, of restricted common shares which were approved by the Compensation Committee on January 24, 2013, and granted on January 29, 2013, with respect to individual performance for the 2012 fiscal year. One-third of the restricted common shares vested on January 29, 2014, as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2013. One-third of the restricted common shares vested on January 29, 2015, as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2014. One-third of the restricted common shares vested on January 29, 2016 as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2015.

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(5)

Represents unvested portion, as of December 31, 2015, of restricted common shares which had been approved by the Compensation Committee on January 30, 2014, and granted on February 4, 2014, with respect to individual performance for the 2013 fiscal year. One-third of the restricted common shares vested on February 4, 2015, as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2014. One-third of the restricted common shares vested on February 4, 2016 as the NEO remained employed by Peoples on that date and Peoples had maintained a well capitalized status under applicable regulatory standards and reported net income for the fiscal year ended December 31, 2015. The remaining one-third of the restricted common shares will vest on February 4, 2017 if the NEO remains employed by Peoples on that date and Peoples has maintained a well capitalized status under applicable regulatory standards and reports net income for the fiscal year ending December 31, 2016.

(6)

Represents unvested restricted common shares which had been approved by the Compensation Committee on January 22, 2015, and granted on January 29, 2015, with respect to individual performance for the 2014 fiscal year. These restricted common shares were granted with a three-year “cliff vesting” period, and will vest on the third anniversary of the grant date. The vesting on the third anniversary of the grant date is also subject to the requirements that the NEO remains employed by Peoples on that date, Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period.

(7)

Represents unvested restricted common shares which had been approved by the Compensation Committee on November 6, 2015, and granted on December 1, 2015, with vesting of these restricted common shares to occur as follows, if Mr. Rogers remains employed by Peoples on the respective vesting dates: (i) 3,167 of the restricted common shares will vest on December 1, 2016; (ii) 3,167 of the restricted common shares will vest on December 1, 2017; and, (iii) 3,166 of the restricted common shares will vest on December 1, 2018.

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(1)	Messrs. Sulerzyski, Rogers and Kirtley were employed by Peoples after the Retirement Plan was closed to new entrants and, therefore, are not and will not be participants in the Retirement Plan.

(2)

Mr. Sloane resigned as Executive Vice President, Chief Financial Officer and Treasurer of Peoples effective November 16, 2015. He terminated employment with the vested accrued benefit shown in the table and, at his election, is eligible to receive periodic payments upon retirement or is entitled to receive a lump-sum payment of the vested accrued benefit upon his termination of employment, in accordance with the terms of the Retirement Plan.

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(1)	Messrs. Sulerzyski, Rogers, Sloane, McGill and Kirtley do not participate in the Pre-2010 Incentive Plan.

(2)	Mr. Rogers became Executive Vice President, Chief Financial Officer and Treasurer of Peoples on November 30, 2015. He was not eligible to participate in the NQDC Plan during 2015.

(3)	The amount reported represents the aggregate amount deferred by each participant under the NQDC Plan for compensation earned during 2015 and contributed to the NQDC Plan.

(4)	The amount reported represents the matching contribution made by Peoples to each participant’s account, pursuant to the NQDC Plan. These matching contributions were made on March 10, 2016 with respect to the participant’s 2015 contributions. These amounts are included in “All Other Compensation” for 2015 in the “SUMMARY COMPENSATION TABLE FOR 2015” beginning on page 43 of this Proxy Statement.

(5)	The amounts reported represent the aggregate annual loss accrued during 2015. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2015”, as they are not above market or preferential.

(6)	The amount reported represents the aggregate earnings on the accumulated mandatory and voluntary deferrals of cash incentives. The interest rate for 2015 was 1.345%. Because this interest rate was not above-market or preferential,

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(7)	The amounts reported represent fees paid for record keeping and administration of the NQDC Plan.

(8)

The amounts reported represent the accumulated total of executive contributions, company matching contributions, and aggregate earnings (loss) under the NQDC Plan for each participant. The following amounts of earnings or losses are included in the aggregate balance as of December 31, 2015 and have not been reported as compensation to the listed officers in the Summary Compensation Tables for 2015, 2014 and 2013: (a) Mr. Sulerzyski - $683; (b) Mr. Sloane - ($6); (c) Mr. McGill - $394; (d) Mr. Kirtley - $81; and (e) Ms. Schneeberger - ($72).

(9)	This amount represents the accumulated voluntary deferrals of cash incentives and earnings thereon. All of this amount has been previously reported as compensation to Ms. Schneeberger in the Summary Compensation Tables for past fiscal years as well as 2015.

•	all vested equity-based awards earned through the long-term equity-based incentive compensation programs;

•	all cash incentives voluntarily deferred under the Pre-2010 Incentive Plan. (This amount for Ms. Schneeberger ($21,606) is included in the table in the section captioned “NON-QUALIFIED DEFERRED COMPENSATION FOR 2015” beginning on page 49 of this Proxy Statement, and shown in the “Aggregate Balance at Last Fiscal Year-End” column);

•	the balance of the NEO's account in Peoples' 401(k) Plan;

•	the balance credited to the NEO’s bookkeeping account in the NQDC Plan;

•	pay for a pro rata portion of unused paid time off, commensurate with the length of service in the current calendar year, if the NEO has been employed by Peoples for three or more years (except in the case of termination for cause); and

•

amounts accrued and vested under the NEO's account in the Retirement Plan. These amounts are included in the table in the section captioned “PENSION BENEFITS FOR 2015” on page 49 of this Proxy Statement, and shown in the “Present Value of Accumulated Benefit” column. Ms. Schneeberger has met the five or more years of service requirement and would be paid the amount shown for her upon any termination of employment.

•	all previously unvested equity-based awards would vest with respect to grants made prior to April 25, 2013; and

•	unvested grants made after April 25, 2013 would vest in accordance with the time-based and performance-based vesting requirements specific to the grant, and would not be accelerated based upon retirement or death.

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•

If an NEO is terminated without cause or terminates his or her employment with Peoples and its subsidiaries for good reason within 24 months following the change in control, and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then all of the NEO’s outstanding options and SARs would become immediately and fully exercisable and, in the case of restricted common shares (other than restricted performance stock), all outstanding awards would become immediately and fully vested. In the case of restricted performance stock and performance units, all of the NEO’s outstanding awards would be deemed to have been fully earned based on the target level of performance being attained. In the case of outstanding options or SARs, the NEO may exercise these options or SARs at any time within one year after such termination, except that an option or SAR would not be exercisable on any date beyond the expiration date of such option or SAR. If the NEO dies after such termination, the exercisability of all outstanding options or SARs would be treated in the same manner as that provided for a termination due to retirement; and

•

If an NEO’s employment is terminated for cause within 24 months following such change in control and Peoples is the surviving corporation or the acquiror has assumed the outstanding awards, then any options or SARs of such individual would expire, any non-vested restricted common shares, restricted performance stock, or performance units would be forfeited, and all rights under such awards would terminate immediately.

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

•	any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of shares of Peoples possessing 35% or more of the total voting power of the shares of Peoples;

•	a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date that such appointments or elections are made; or

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

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(1)

Ms. Schneeberger met the definition of early retirement according to the terms of the restricted common shares award granted in 2013, and would have received accelerated vesting for this award had she elected early retirement on December 31, 2015. The awards granted in 2014 and 2015 do not allow for accelerated vesting upon early retirement, and so vesting of those awards would not have accelerated if she had elected early retirement on December 31, 2015.

(2)	Under the terms of the change in control agreements, the NEOs continue to participate in life, medical, and dental insurance during the term of their respective non-compete agreements -- 15 months for Mr. Sulerzyski, and 12 months for the other officers.

(3)

In the event any payments to the NEOs would exceed the amount that could be received without the imposition of an excise tax under Section 4999 of the Internal Revenue Code, the payments would be reduced to the extent necessary to ensure that such payments would be limited to the greater of (i) the dollar amount which could be paid to the NEO without triggering an excise tax under Section 4999 of the Internal Revenue Code, or (ii) the greatest after-tax amount payable to the executive after taking into account any excise tax imposed under Section 4999 of the Internal Revenue Code on the total payments.

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•	Termination of service as a director of Peoples due to death, disability, or retirement: The restrictions on the restricted common shares would have lapsed, and the restricted common shares would have become fully vested on the termination date.

•	Termination of service as a director of Peoples for cause or any reason other than retirement, death or disability: Any non-vested restricted common shares would have been forfeited on the termination date.

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(1)

Charles W. Sulerzyski, who serves as President and Chief Executive Officer of Peoples and Peoples Bank, is not included in this table. Mr. Sulerzyski receives no compensation in his capacity as a director of Peoples and Peoples Bank. The compensation received by Mr. Sulerzyski as an executive officer of Peoples and Peoples Bank is shown in the table under the section captioned “SUMMARY COMPENSATION TABLE FOR 2015” beginning on page 43 of this Proxy Statement.

(2)	S. Craig Beam and Brooke W. James became directors of Peoples and Peoples Bank on March 26, 2015.

(3)	Amounts reported represent the aggregate cash quarterly and meeting fees (including travel fees paid or payable to each director). Included in these amounts are voluntary elective deferrals of fees made pursuant to the Directors’ Deferred Compensation Plan. Deferrals of these fees for 2015 were: $24,550 for Ms. Abraham; $56,250 for Mr. Dierker; $29,950

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(4)

Amounts reported represent the equivalent fair market value of common shares at the time of payment, with the common share payments being made quarterly, to the directors as the equity portion of the quarterly and meeting fees for services rendered as a director of Peoples, computed in accordance with FASB ASC Topic 718. This column also includes the grant date fair value related to the issuance of 300 restricted common shares to each of the non-employee directors listed in the table above. The grant date fair value related to each issuance of common shares represented the closing price of Peoples' common shares on The NASDAQ Global Select Market® on the date of issuance times the number of common shares issued. The restricted common shares had a time-based vesting requirement and vested six months after the grant date, as each individual continued to serve as a director of Peoples for that period of time. As a result, there were no unvested stock awards outstanding at December 31, 2015.

(5)

The aggregate number of common shares underlying unexercised non-qualified stock options outstanding at December 31, 2015 were: (i) Tara M. Abraham - none; (ii) Carl L. Baker, Jr. - 1,200; (iii) S. Craig Beam - none; (iv) George W. Broughton - 1,200; (v) David F. Dierker - none; (vi) Richard Ferguson - 1,200; (vii) James Huggins - none; (viii ) Brooke W. James - none; (ix) Dr. Brenda F. Jones - 600; (x) David L. Mead - 600; (xi) Susan D. Rector - none; and (xii) Thomas J. Wolf - 1,200. All of these outstanding non-qualified stock options had vested prior to January 1, 2008.

(6)	Amounts reported represent 2015 earnings on each participating director's bookkeeping account under the Directors’ Deferred Compensation Plan.

(7)	Amounts reported represent the amount of Peoples' 2015 annual premium payment for group term life insurance covering each of the directors.

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(1)	Audit Fees pertain to professional services rendered in connection with the audit of Peoples' annual consolidated financial statements and review of the consolidated financial statements included in Peoples' Quarterly Reports on Form 10-Q, as well as internal control testing for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

(2)	Tax Fees pertain to services rendered for tax planning and advice, tax compliance, and assistance with tax audits and appeals.

(3)	All Other Fees pertain to federal and state income tax preparation services for trust accounts with Peoples Bank. Peoples Bank offsets this expense by charging each trust account with a tax preparation fee.

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