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): December 29, 2011 (December 28, 2011)

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))

Item 1.01    Entry into a Material Definitive Agreement

On December 28, 2011, Peoples Bancorp Inc. (the “Company”) entered into a Letter Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (the “Treasury”), pursuant to which the Company repurchased from the Treasury 18,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, each without par value and having a liquidation preference of $1,000 per share (the “Series A Preferred Shares”), for an aggregate purchase price of $18,107,500, which includes a pro rata accrued and unpaid dividend of $107,500.

On January 30, 2009, the Company issued and sold 39,000 Series A Preferred Shares, together with a warrant to purchase 313,505 of the Company’s common shares (the "Warrant"), to the Treasury for an aggregate purchase price of $39,000,000 as part of the Treasury’s Troubled Assets Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”), pursuant to a Letter Agreement incorporating the Securities Agreement – Standard Terms (the “Securities Purchase Agreement”), dated January 30, 2009, between the Company and the Treasury. As a result of the repurchase by the Company of the 18,000 Series A Preferred Shares as contemplated by the Repurchase Agreement, the Company has repurchased all of the 39,000 Series A Preferred Shares of the Company originally sold to the Treasury.

The repurchase of the Series A Preferred Shares by the Company has the effect of terminating the Company's continuing obligations under the Securities Purchase Agreement. Pursuant to the terms of the Securities Purchase Agreement, the Company had agreed to certain limitations and restrictions relative to its common shares for the period during which the Series A Preferred Shares were outstanding (as described under "Item 3.03 -- Material Modification to Rights of Security Holders" in the Company's Current Report on Form 8-K filed with the SEC on February 2, 2009). However, as a result of the Company's repurchase of the Series A Preferred Shares, all such limitations and restrictions are terminated.

Pursuant to the terms of the Repurchase Agreement, the Company has 15 calendar days to deliver notice to the Treasury of the Company's intent to repurchase the Warrant, which repurchase would be made at the fair market value of the Warrant pursuant to the procedures set forth in Section 4.9(c) of the Securities Purchase Agreement. If the Company does not deliver such repurchase notice to the Treasury, the Treasury will be permitted to sell the Warrant.

A copy of the Repurchase Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 9.01    Financial Statements and Exhibits

a) - c)

Not applicable

d)Exhibits

See Index to Exhibits on Page 3

SIGNATURES

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:	December 29, 2011	By:/s/	EDWARD G. SLOANE
			Edward G. Sloane
			Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Letter Agreement, dated December 28, 2011, between Peoples Bancorp Inc. and the United States Department of the Treasury

EX-10.1

UST Seq. Number 92

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

December 28, 2011

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement - Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

(a) The Company hereby acknowledges receipt from the Investor of the share certificate set forth on Schedule A hereto representing the Preferred Shares; and

(b)The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

UST Seq. Number 92

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”). In the event the Company does not deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day following the end of such 15-day period.

In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

[Remainder of this page intentionally left blank]

UST Seq. Number 92

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

	UNITED STATES DEPARTMENT OF THE TREASURY
By:/s/	TIMOTHY G. MASSAD
	Name:	Timothy G. Massad
	Title:	Assistant Secretary for Financial Stability
	COMPANY: PEOPLES BANCORP INC.
By:/s/	EDWARD G. SLOANE
	Name:	Edward G. Sloane
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

UST Seq. Number 92

SCHEDULE A

General Information:
Date of Letter Agreement incorporating the Securities Purchase Agreement:	January 30, 2009
Name of the Company:	Peoples Bancorp Inc.
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Ohio
Number and series of preferred stock issued to the Investor at the Closing:	39,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Number of Initial Warrant Shares:	313,505
Terms of the Repurchase:
Number of Preferred Shares repurchased by the Company:	18,000
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):	A2
Per share Liquidation Amount of Preferred Shares:	$1,000
Accrued and unpaid dividends on Preferred Shares:	$107,500
Aggregate purchase price for Repurchased Preferred Shares:	$18,107,500
Investor wire information for payment of purchase price:	ABA Number:  021000018 Bank:  The Bank of New York Mellon Account Name: BETA EESA Preferred Account  Account Number: GLA/111567