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 2, 2010 (August 1, 2010)

                                                                                                                          

PEOPLES BANCORP INC.                                                                

(Exact name of registrant as specified in its charter)

Ohio	0-16772	31-0987416
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

                                                                             138 Putnam Street, P.O. Box 738, Marietta, Ohio  45750-0738                       &# 160;                                                                          

(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))

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

Resignation of Mark F. Bradley as President, Chief Executive Officer and a Director of Peoples Bancorp Inc.

On August 2, 2010, Peoples Bancorp Inc. (“Peoples”) announced that Mark F. Bradley had resigned as President, Chief Executive Officer and a director of Peoples and its banking subsidiary Peoples Bank, National Association (“Peoples Bank”), in order to take time to pursue other opportunities.  Mr. Bradley had submitted his resignation on August 1, 2010, to be effective immediately.

Appointment of David L. Mead as President and Chief Executive Officer of Peoples Bancorp Inc.

On August 2, 2010, Peoples announced the appointment of David L. Mead as Interim President and Chief Executive Officer of Peoples.  Mr. Mead, who has served as a director of each of Peoples and Peoples Bank since 2006, was appointed by the Peoples Board of Directors on August 2, 2010 and will also serve as Chair of the Executive Committee of the Peoples Board of Directors.  Contemporaneously with his appointment as President and Chief Executive Officer of Peoples, Mr. Mead resigned from his position as a member of each of the Audit Committee, the Compensation Committee and the Risk Committee of the Peoples Board of Directors.  Mr. Mead is also expected to be appointed as President and Chief Executive Officer of Peoples Bank at the meeting of the Peoples Bank Board of Directors scheduled to be held on August 6, 2010.

Mr. Mead, who is 55, most recently served as Vice President for Business Affairs at Otterbein College, located in Westerville, Ohio, from September 2006 until June 2010.  Prior thereto, he served as Associate Professor of Finance at Marietta College, located in Marietta, Ohio, from August 2004 to September 2006.  Mr. Mead has 23 years of banking experience, including periods of service with Huntington Bancshares Incorporated, Sky Financial Group, Inc., Capital Holdings, Inc. and First Place Financial Corp.  Mr. Mead is also a Certified Public Accountant.  There is no family relationship between Mr. Mead and any of the other directors or executive officers of Peoples.

Mr. Mead will receive an annual base salary of $250,000 and will continue to receive the fees associated with his service as a director and a member of committees of the Boards of Directors of Peoples and Peoples Bank.

Appointment of David T. Wesel as Chief Operating Officer of Peoples Bancorp Inc.

On August 2, 2010, Peoples announced the appointment of David T. Wesel to the newly-created position of Chief Operating Officer.  Mr. Wesel, who has served as Executive Vice President for Investment and Insurance Services of each of Peoples and Peoples Bank since March 2009, as President of Peoples Insurance Agency, LLC, a subsidiary of Peoples Bank, since March 2009 and President of Peoples Bank’s Peoples Financial Advisors division since January 2006, was appointed to his new position by the Peoples Board of Directors on August 2, 2010.  Mr. Wesel is also expected to be appointed as Chief Operating Officer of Peoples Bank at the meeting of the Peoples Bank Board of Directors scheduled to be held on August 6, 2010.

Mr. Wesel, who is 49, has served as an Executive Vice President for both Peoples and Peoples Bank since January 2006.  He served as interim leader of Retail Banking of both Peoples and Peoples Bank from September 4, 2009 to February 8, 2010 and as Sales Manager of Peoples Financial Advisors from February 2004 to December 2005.  Prior to joining Peoples, Mr. Wesel had over 20 years of experience in senior management and sales administration, including service with a regional brokerage firm.

Mr. Wesel is the son of Joseph H. Wesel, a director of Peoples and Peoples Bank.

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Mr. Wesel and members of his immediate family have entered into borrowing relationships with Peoples Bank.  All such loans (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates charged and collateral required, as those prevailing at the time for comparable loans with persons not related to Peoples or Peoples Bank, and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features to Peoples or Peoples Bank.  Further, such loans were subject to Peoples Bank’s written policies, procedures and standard underwriting criteria applicable to loans generally.

Mr. Wesel will receive an annual base salary of $205,000.

Item 8.01.                      Other Events.

On August 2, 2010, Peoples issued a news release announcing the resignation of Mr. Bradley and the appointments of Messrs. Mead and Wesel.  A copy of that news release is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.                      Financial Statements and Exhibits.

(a)        Not Applicable

(b)        Not Applicable

(c)        Not Applicable

(d)        Exhibits:

Exhibit No.	Description
99.1	News Release issued by Peoples Bancorp Inc. on August 2, 2010

[Remainder of page intentionally left blank;

Signature on following page]

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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.

Dated:  August 2, 2010                                                                                                                                    By:    /s/ RHONDA L. MEARS                                                              

                                                                      Rhonda L. Mears

                                                                      General Counsel and Corporate Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description	Location
99.1	News Release issued by Peoples Bancorp Inc. on August 2, 2010	Filed herewith

EX-99.1

PEOPLES BANCORP INC. – P.O. BOX 738 - MARIETTA, OHIO – 45750

www.peoplesbancorp.com

                                                                              NEWS RELEASE

FOR IMMEDIATE RELEASE                                                                                                            & #160;                                                                                    Contact:    Rhonda L. Mears

August 2, 2010                                                                                                                ;                                                                                                                              General Counsel

                                                                                                                0;                        740-373-7723

MARK BRADLEY RESIGNS;

DAVID MEAD NAMED INTERIM CEO AND PRESIDENT;

DAVID WESEL NAMED COO

MARIETTA, Ohio – Peoples Bancorp Inc. Director David L. Mead was named Interim Chief Executive Officer and President by the Board of Directors today to succeed Mark F. Bradley, who resigned to pursue other interests. The Board thanked Bradley for his service during a challenging and difficult period for Peoples and financial institutions across the nation.

The Board also named David T. Wesel, 49, an Executive Vice President, to the newly created position of Chief Operating Officer.

Mead, 55, a CPA and Director since 2006, is a veteran of 23 years in the banking industry, and most recently served as Vice President for Business Affairs at Otterbein College in Westerville, Ohio.

Board Chair Richard Ferguson said, “The Board is aggressively charting a course to further strengthen shareholder value in Peoples, which enjoys both strong capitalization and a strong market position in the Southeastern Ohio and Northern West Virginia and Eastern Kentucky areas.  We appreciate Mr. Mead’s willingness to provide leadership during this interim period. We also have great confidence in Mr. Wesel and have created the Chief Operating Officer position to provide stronger, more consolidated leadership at the top of the organization to position Peoples for a stronger future.

“The Board also launched today a search process for a permanent CEO and President, and believes that exceptional leadership is available in the marketplace capable of leading Peoples to new heights,” Ferguson added.  He said the search process will be managed by the Executive Committee of the Board, chaired by Mead as Interim CEO and President. It is expected to take between three and six months to have a new CEO and President in place.

Mead said, “I am pleased to be in a position to provide interim leadership to Peoples, which is a uniquely strong regional franchise with unlimited future potential. While the Board contemplates setting an even more ambitious strategic course in the future, for the immediate future we will place emphasis on continued sharp execution of our existing strategic plan and goals. We do not expect to make any immediate major organizational changes.

 -more-

    “As a director these past few years, I have come to have a strong appreciation for the quality of the Bank’s staff, and I look forward to working with each of them to keep Peoples moving forward during this interim period.”

In addition to serving as the new Chief Operating Officer, David Wesel will continue to serve as Executive Vice President for Investment and Insurance Services. He has been a Bank officer since 2004. The Board’s creation of the COO position follows its long-term strategic plan to enhance management structure and provide valuable leadership to Peoples’ varied financial service units.  As COO, Mr. Wesel will plan, organize and control day-to-day activities of Peoples, collaborating with the CEO on overall administration and strategic direction of the Bank.  He will also manage the Bank’s family of financial service units.

Mr. Wesel said, “I look forward to continuing to work with all of Peoples’ associates and with the interim CEO as we continue progress toward our operational and financial goals.”

            Peoples Bancorp Inc. is a diversified financial products and services company with $2.0 billion in assets, 47 locations and 39 ATMs in Ohio, West Virginia and Kentucky.  Peoples makes available a complete line of banking, investment, insurance, and trust solutions through its financial service units – Peoples Bank, National Association; Peoples Financial Advisors (a division of Peoples Bank) and Peoples Insurance Agency, LLC, which includes the Putnam and Barengo divisions.  Peoples’ common shares are traded on the NASDAQ Global Select Market® under the symbol “PEBO”, and Peoples is a member of the Russell 3000 ind ex of US publicly traded companies.  Learn more about Peoples at www.peoplesbancorp.com.

END OF RELEASE

Attachments:         Mr. Mead’s photograph

 Mr. Wesel’s photograph