EX-4.9 3 exhibit49201510-k.htm EXHIBIT 4.9 Exhibit



Exhibit 4.9




February 24, 2016

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration


Re:    Notice of Removal of Administrator and Appointment of Replacement
Ladies and Gentlemen:
The following notice is given pursuant to Section 4.7 of the Amended and Restated Declaration of Trust for NB&T Statutory Trust III (the “Trust”), dated and effective as of June 25, 2007 (the “Declaration of Trust”).
We make reference to:  (i) the Indenture, dated as of June 25, 2007 (the “Indenture”), originally between NB&T Financial Group, Inc., an Ohio corporation (the “Predecessor Company”), and Wilmington Trust Company, a Delaware trust company (the “Trustee”); (ii) the First Supplemental Indenture, dated June 5, 2015 and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Peoples Bancorp Inc., an Ohio corporation (the “Company”), and the Trustee; and (iii) the Declaration of Trust.
With immediate effect, the Company (in its capacity as the Holder of the Common Securities) hereby removes Edward G. Sloane as an Administrator of the Trust.
Further, the Company hereby appoints John C. Rogers to serve as a successor Administrator of the Trust (the "Successor Administratior"), and the Successor Administrator hereby accepts appointment to such position, from and after the date of this notice, as evidenced by his signature below.
Each of M. Ryan Kirkham and Charles W. Sulerzysk, who currently serves as an Administrator, of the Trust, shall continue to serve as an Administrator of the Trust. Capitalized terms used herein and not otherwise defined are used as defined in the Declaration of Trust. This notice may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
[Remainder of page intentionally left blank; signature page follows.]
This Notice of Removal of Administrator and Appointment of Replacement is given and is effective as of the date first referenced above.




CONTINUING ADMINISTRATORS:


By: /s/ M. Ryan Kirkham
Name: M. Ryan Kirkham


By: /s/ Charles W. Sulerzyski
Name: Charles W. Sulerzyski
 
SUCCESSOR ADMINISTRATORS:      By: /s/ John C. Rogers
Name: John C. Rogers
 

COMPANY:
PEOPLES BANCORP INC.


By: /s/ Charles W. Sulerzyski
Name: Charles W. Sulerzyski
Title: President & CEO