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): February 16, 2012 (February 15, 2012)

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 February 15, 2012, Peoples Bancorp Inc. ("Peoples") entered into a Letter Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (the “Treasury”), pursuant to which Peoples repurchased from the Treasury a warrant to purchase 313,505 of Peoples’ common shares (the "Warrant") for an aggregate purchase price of $1,200,724.

The Warrant was issued to the Treasury on January 30, 2009, in connection with Peoples' sale of 39,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, each without par value and having a liquidation value of $1,000 per share, (the "Series A Preferred Shares) to the Treasury for an aggregate purchase price of $39,000,000, as part of the Treasury’s TARP Capital Purchase Program. As previously disclosed on Current Report on Form 8-K filed December 29, 2011, Peoples completed the repurchase of the outstanding Series A Preferred Shares from the Treasury on December 28, 2011. As a result of the Warrant repurchase, Peoples has repurchased all securities issued to the Treasury under the TARP Capital Purchase Program.

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:	February 16, 2012	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 February 15, 2012, between Peoples Bancorp Inc. and the United States Department of the Treasury

EX-10.1

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

February 15, 2012

Ladies and Gentlemen:

Reference is made to those certain letter agreements (the “Repurchase Letter Agreements”), dated as of the dates 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 Repurchase Letter Agreements.

As documented by the Repurchase Letter Agreements, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; 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 Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

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.

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

Company Information:

Name of the Company:	Peoples Bancorp Inc.
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Ohio

Information related to the Preferred Share Repurchases:

Date of Repurchase Letter Agreement for the repurchase of 21,000 of the Preferred Shares:	February 2, 2011
Date of Repurchase Letter Agreement for the repurchase of 18,000 of the Preferred Shares:	December 28, 2011

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice:	February 2, 2012
Aggregate purchase price for the Warrant:	$1,200,724.15
Investor wire information for payment of purchase price for the Warrant:	ABA Number: 021000018 Bank: The Bank of New York Mellon Account Name: BETA EESA Preferred Account Account Number: GLA/111567