8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2007 (August 9, 2007)

PEOPLES BANCORP INC.

(Exact name of Registrant as specified in its charter)

Ohio	0-16772	31-0987416
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification Number)

138 Putnam Street, PO Box 738
Marietta, Ohio	45750-0738
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (740) 373-3155

 Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Index to Exhibits on Page 5

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2007, Peoples Bancorp Inc. (“Peoples”) issued a news release (the “August 10, 2007 Release”) announcing that effective September 4, 2007, Larry E. Holdren will assume the role of Executive Vice President, Business and Corporate Development of Peoples and its banking subsidiary Peoples Bank, National Association (“Peoples Bank”) and no longer serve as an executive officer of Peoples and Peoples Bank.  A copy of the August 10, 2007 Release is included with this Current Report on Form 8-K as Exhibit 99.1.

In his new role, which was approved by the Boards of Directors of Peoples and Peoples Bank on August 9, 2007, Mr. Holdren will be responsible for investigating opportunities for corporate growth and banking center expansion, as well as client development and retention.  In addition to serving as an Executive Vice President of Peoples, Mr. Holdren currently serves as President of the Retail and Banking Division of Peoples Bank.  Effective September 4, 2007, Mr. Holdren will no longer serve as President of the Retail and Banking Division of Peoples Bank.

Item 8.01.  Other Events.

In the August 10, 2007 Release, Peoples also announced that on August 9, 2007, the Boards of Directors of Peoples and Peoples Bank had approved the hiring of Deborah K. Hill in the newly-created position of Executive Vice President, Consumer and Business Financial Services of each of Peoples and Peoples Bank.  Ms. Hill will join Peoples and Peoples Bank effective September 4, 2007 and will be an executive officer of Peoples.  In addition to overseeing the management of Peoples Bank’s banking centers, Ms. Hill will have responsibility for overseeing deposit offerings, delivery of mortgage banking products and the customer call center/Internet banking client support group.  She will also have an integral role in Customer Relationship Management (CRM) systems and processes, including customer segmentation, relationship pricing, and strategies to grow revenues across the organization’s banking, investment and insurance operations.

Ms. Hill, who is 43, most recently served as Senior Vice President and Regional Manager of U.S. Bank’s Wisconsin/Chicago region from 1994 to August 2007.

On August 9, 2007, the Board of Directors of Peoples authorized the execution on behalf of Peoples, on or after September 4, 2007, of a change in control agreement with Ms. Hill, which will be effective as of September 4, 2007 when Ms. Hill becomes an executive officer of Peoples.  The terms of Ms. Hill’s change in control agreement will be the same as those in the change in control agreements which Peoples has entered into with Carol A. Schneeberger and David T. Wesel, the forms of which were filed as Exhibits 10(e) and 10(f), respectively, to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006.  Peoples will enter into the change in control agreement with Ms. Hill in order to provide further motivation to act in the best interests of the shareholders of Peoples and to remain competitive in Peoples’ executive compensation package.

2

The change in control agreement will provide that, if Ms. Hill is terminated by Peoples or its successors for any reason other than cause or by Ms. Hill for good reason, within six months prior to or within 24 months after a defined change in control, Peoples will provide the following benefits:  (i) a lump sum cash payment of two times the amount of Ms. Hill’s base annual compensation, payable within 30 days following the termination date and (ii) continuing participation in life, medical and dental insurance for a period of one year substantially in the form and expense to Ms. Hill as that received prior to the termination date.  Ms. Hill’s base annual compensation for purposes of her change in control agreement will be the average annualized compensation paid by Peoples which was includible in Ms. Hill’s gross income prior to any deferred arrangements during the most recent five taxable years ending before the date of the change in control.

If Ms. Hill receives a change in control benefit as previously described, she will be subject to a non-compete agreement for a period of one year, under which she is not permitted to engage in the business of banking, or any other business in which Peoples directly or indirectly engages during the term of Ms. Hill’s agreement in the geographic market of Peoples on the termination date.

Item 9.01.  Financial Statements and Exhibits.

(a)           -           (c)           Not applicable.

(d)           Exhibits:

Exhibit No.                                           Description

                99.1 News Release issued by Peoples Bancorp Inc. on August 10, 2007

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PEOPLES BANCORP INC.
Date:	August 10, 2007	By: /s/	MARK F. BRADLEY
			Mark F. Bradley
			President and Chief Executive Officer

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Peoples Bancorp Inc.

Current Report on Form 8-K

Dated August 10, 2007

INDEX TO EXHIBITS

Exhibit No.                                           Description

                 99.1 News Release issued by Peoples Bancorp Inc. on August 10, 2007

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EX-99

    PEOPLES BANCORP INC. – P.O. BOX 738 MARIETTA, OH  45750 www.peoplesbancorp.com

NEWS RELEASE

FOR IMMEDIATE RELEASE                                                                             Contact:    Mark F. Bradley

August 10, 2007                                                                                                                        President and Chief Executive Officer

                 (740) 373-3155

PEOPLES BANCORP INC. TO ADD NEW EXECUTIVE VICE PRESIDENT

____________________________________________________________________________

Deborah K. Hill named Executive Vice President, Consumer and Business Financial Services

MARIETTA, Ohio– Peoples Bancorp Inc. announces the addition of an executive position to focus on sales and customer service at Peoples Bancorp Inc. and its banking subsidiary, Peoples Bank, National Association (“Peoples Bank”).  Yesterday the Peoples Bancorp Inc. and Peoples Bank Boards of Directors approved the hiring of Deborah K. Hill in the newly created position of Executive Vice President, Consumer and Business Financial Services.

“The addition of Deb to our executive management team reflects our increased commitment to customer-focused delivery of financial services,” said Mark F. Bradley, President and Chief Executive Officer of Peoples Bancorp Inc. and Peoples Bank.  “Deb’s role will be ‘chief of sales and service delivery’ for our banking centers, and she will also work with our commercial, investment and insurance leaders to implement integrated sales and service strategies that enhance the customer experience.”

Hill most recently served as Senior Vice President and Regional Manager of US Bank’s Wisconsin/Chicago region, where she was responsible for over 100 banking centers.  An Ohio native, Hill’s financial services career began in Ohio and spans 23 years.  She is also a graduate of the University of Virginia Graduate School of Retail Bank Management.    Hill will officially join Peoples Bancorp Inc. on September 4, 2007.

“In recent months we updated our strategic plan and realized we needed a high performance sales and service leader that could focus on the integration of our product offerings and a service-based culture,” continued Bradley.  “Deb’s experience and energy in consumer and small business financial services will drive us towards our strategic goals of revenue growth and diversification through great customer service.”

In addition to managing Peoples Bank’s banking centers, Hill will have responsibility for the company’s deposit offerings, delivery of mortgage banking products, and customer call center/internet banking client support group.  She will also have an integral role in Customer Relationship Management (CRM) systems and process, including customer segmentation, relationship pricing, and strategies to grow revenues across the company’s banking, investment, and insurance operations.

Peoples Bancorp Inc. also announces that Executive Vice President Larry E. Holdren, who also currently serves as President, Retail and Banking Division of Peoples Bank, will undertake a new role as Executive Vice President, Business and Corporate Development.  In his new position, which is effective September 4, 2007, Holdren will be responsible for corporate growth and banking center expansion, and also focus on client development and retention.  Holdren joined Peoples Bank in 1982 and has over 30 years experience in the financial services industry.

“These changes to our executive management team prepare us for future growth,” said Bradley.  “Larry has been and continues to be a valuable contributor to our success.  His experience and contacts in the financial services industry are assets and he will be in a better position to leverage those strengths in his new role.”

Peoples Bancorp Inc., a diversified financial products and services company with $1.9 billion in assets, makes available a complete line of banking, investment, insurance, and trust solutions through 50 offices in Ohio, West Virginia, and Kentucky.  Peoples Bancorp’s financial service units are Peoples Bank, Peoples Financial Advisors and Peoples Insurance Agency, Inc., which includes the Barengo and Putnam Insurance divisions.  Peoples Bancorp’s common shares are traded on the NASDAQ Global Select Market under the symbol “PEBO” and Peoples Bancorp is a member of the Russell 3000 index of US publicly traded companies.  Learn more about Peoples Bancorp at www.peoplesbancorp.com.

END OF RELEASE