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): April 28, 2014 (April 22, 2014)

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:

x	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 2.02 Results of Operations and Financial Condition

On April 22, 2014, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Savings Time, to discuss results of operations for the quarterly period ended March 31, 2014. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

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

At the Annual Meeting of Shareholders of Peoples Bancorp Inc. (“Peoples”) held on April 24, 2014 (the “2014 Annual Meeting”), the Peoples shareholders approved the Peoples Bancorp Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP provides a means for employees of Peoples and employees of Peoples’ subsidiaries to authorize payroll deductions on a voluntary basis to be used for the periodic purchase of common shares of Peoples. All employees participating in the ESPP will have equal rights and privileges. Under the ESPP, eligible employees will be able to purchase common shares of Peoples at a price (the “Purchase Price”) equal to at least 85% of the fair market value of the common shares at the end of the applicable offering period. For purposes of the ESPP, the fair market value of the Peoples common shares on a particular date will be the reported “closing price” on The NASDAQ Global Select Market® on that date.

The maximum number of common shares of Peoples that may be purchased under the ESPP will be 300,000 common shares, subject to adjustment as described below in “Adjustments Upon Changes in Capitalization.” Common shares purchased under the ESPP may be either authorized but unissued (i.e., newly-issued) common shares not reserved for any other purpose or treasury shares.

Administration of the ESPP

The ESPP will be administered by the Compensation Committee of the Peoples Board of Directors (in such capacity, the “ESPP Committee”). The ESPP Committee will have the authority to interpret the ESPP and construe its terms, adopt rules and regulations relating to the ESPP and make all determinations under the ESPP. The ESPP Committee will determine whether to have an offering period and, if so, the date on which such offering period is to begin and will establish the number of common shares that may be acquired during such offering period. The ESPP Committee will establish and maintain an account for each participant in the ESPP (each, a “Plan Account”) to which payroll deductions will be credited and amounts debited when applied to purchase common shares. The ESPP Committee will also establish with the transfer agent for Peoples’ common shares (the “Transfer Agent”) a Stock Account for each participant which will be credited with common shares purchased until those common shares are released as provided under the ESPP.

The ESPP Committee will also administer procedures through which eligible employees may enroll in the ESPP. Each offering period will begin on such date as may be determined from time to time by the ESPP Committee and will consist of one calendar quarter, unless a different period is established by the ESPP Committee and announced to eligible employees before the beginning of the applicable offering period.

Eligibility

Any individual who is a common law employee of Peoples, or of any subsidiary of Peoples that has been designated by the ESPP Committee as a subsidiary whose employees are eligible to participate in the ESPP, on the first day of the applicable offering period and agrees to comply with the terms of the ESPP will be eligible to

participate in the ESPP; provided that such individual does not own stock of Peoples possessing 5% or more of the total combined voting power or value of all classes of stock of Peoples or any of Peoples’ subsidiaries.

Participation

An eligible employee will be permitted to enroll for an offering period (i.e., become an ESPP participant) by delivering the appropriate written election to participate to the ESPP Committee within the period specified by the ESPP Committee before the offering period begins. After initial enrollment in the ESPP, a participant will be automatically re-enrolled for subsequent offering periods unless he or she files a notice of revocation at least 15 calendar days before a new offering period begins, terminates employment or otherwise becomes ineligible to participate.

Upon enrollment in the ESPP, a participant must elect the rate at which the participant will make payroll contributions for the purchase of common shares of Peoples. Elections must be stated in whole dollars, may not authorize a deduction of less than $10 per pay period unless the ESPP Committee specifies a different minimum and may not authorize deductions which will permit the participant to purchase common shares with a fair market value of more than $25,000 for a calendar year. All employee contributions will be made by means of direct payroll deduction and from taxable compensation. The contribution rate elected by a participant will continue in effect until modified by the participant, except that a participant may only change the participant’s previously elected contribution rate effective as of the first day of an offering period which begins at least 15 calendar days after the revised election has been delivered to the ESPP Committee.

A participant’s contributions will be credited to the Plan Account maintained on the participant’s behalf. As of the last day of each offering period, the value of each participant’s Plan Account will be divided by the Purchase Price established for that offering period. Each participant will be deemed to have purchased the number of whole and fractional (rounded to the nearest one-tenth) common shares of Peoples produced by this calculation. If application of the procedures described in the preceding two sentences results in the purchase by all participants during that offering period of an aggregate number of common shares greater than the number of common shares offered during that offering period, the ESPP Committee will allocate the available common shares among participants and any cash remaining in participants’ Plan Accounts will be credited to the next offering period. If application of the procedures described above results in the purchase by all participants during that offering period of a number of common shares less than the number of common shares available for purchase for that offering period, the excess common shares will be available for purchase during any subsequent offering period.

As promptly as practicable after the end of each offering period, Peoples will deliver, or cause to be delivered, the common shares purchased by a participant during that offering period to the Transfer Agent for deposit into that participant’s Stock Account for the ESPP. No interest will be credited on payroll contributions pending investment in common shares. Cash dividends paid on common shares of Peoples credited to a participant’s Stock Account will be automatically reinvested in additional whole and fractional common shares. The Transfer Agent will either purchase such common shares in the market or directly from Peoples as directed by the ESPP Committee; however, no discounts will apply to any dividend reinvestment purchases. Each participant’s Stock Account will be credited with any common shares distributed as a dividend or distribution in respect of common shares previously credited to the participant’s Stock Account.

Participants will be entitled to vote the number of whole and fractional common shares credited to their respective Stock Accounts. A participant’s rights under the ESPP will be nontransferable, except upon death of the participant.

Effect of Termination of Employment on Election to Participate

A participant whose employment with Peoples and its subsidiaries is terminated will be deemed to have withdrawn from the ESPP. Any cash amounts credited to his or her Plan Account for the offering period during which the termination of employment occurs will be released to the participant (or to the participant’s beneficiary, in the event of the participant’s death) within 30 days following the participant’s termination of employment. No common shares will be purchased for a participant in any offering period that ends after the participant’s termination of employment.

Release from Stock Accounts

Common shares acquired through the ESPP will be held in a participant’s Stock Account and may not be transferred until the earliest of (i) the first day of the calendar quarter first commencing after the date the participant terminates employment with Peoples and its subsidiaries, (ii) 12 full calendar months after the date on which the common shares were purchased and credited to the participant’s Stock Account or (iii) the date on which a change in control affecting Peoples occurs. Upon any such event, all whole common shares held in a participant’s Stock Account will be released from the Stock Account and treated in the manner elected by the participant in accordance with the rules prescribed by the ESPP Committee and the Transfer Agent. Any fractional common shares held in a participant’s Stock Account will be converted to cash in an amount equal to the fair market value of the fractional common share on the applicable date described in clause (i) or clause (ii) of the first sentence in this paragraph and released to the participant.

Under the ESPP, a “change in control” of Peoples will be deemed to occur when the first of the following events occurs:

• the date that any person, or more than one person acting as a group, acquires ownership of common shares of Peoples that, together with common shares of Peoples held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the common shares of Peoples;

• the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of common shares of Peoples possessing 35% or more of the total voting power of the common shares of Peoples;

• the date that a majority of members of the Peoples Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Peoples Board prior to the date of the appointment or election; or

• the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from Peoples that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Peoples immediately prior to such acquisition or acquisitions.

Adjustments Upon Changes in Capitalization

The aggregate number of common shares available under the ESPP (as well as any share-based limits under the ESPP) and the respective Purchase Price, number of common shares and other share-based limitations applicable to outstanding or subsequently issued rights to purchase common shares under the ESPP, will be appropriately adjusted by the ESPP Committee in the event of any share dividend, share split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares or other similar corporate change affecting the common shares of Peoples.

Amendment, Modification and Termination of the ESPP

The ESPP will automatically terminate after all available common shares have been sold. In addition, the Peoples Board of Directors may terminate, suspend or amend the ESPP at any time without further shareholder approval, except to the extent that shareholder approval is required to satisfy applicable requirements imposed by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, applicable requirements of Section 423 of the Internal Revenue Code of 1986, as amended, or applicable NASDAQ rules. The ESPP will continue until terminated by action of the Peoples Board of Directors although, as noted above, the number of common shares which may be delivered under the ESPP is limited.

Effect of Termination of ESPP

If the ESPP is terminated effective on a day other than the last day of any offering period, the offering period during which such termination occurs will end on the same day. Any cash balances held in Plan Accounts and Stock Accounts when the ESPP is terminated will be released to the participants for whom Plan Accounts were established,

and no common shares of Peoples will be sold through the ESPP for that offering period. All common shares held in Stock Accounts will be released as described above in “Release from Stock Accounts.”

If the ESPP is terminated as of the last day of any offering period, the ESPP Committee will apply the terms of the Plan through the end of that offering period. No further common shares will be offered under the ESPP for any subsequent offering period and all common shares then held in Stock Accounts will be released as described above in “Release from StockAccounts.”

A description of the material terms of the ESPP was included in Peoples’ Proxy Statement for the 2014 Annual Meeting, under the caption “PROPOSAL NUMBER 3: APPROVAL OF THE PEOPLES BANCORP INC. EMPLOYEE STOCK PURCHASE PLAN,” which description is incorporated herein by reference. The foregoing description of the ESPP is qualified in its entirety by reference to the actual terms of the ESPP, which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 5.07     Submission of Matters to a Vote of Security Holders

On April 24, 2014, Peoples Bancorp Inc. (“Peoples”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) in the Ball Room of the Lafayette Hotel in Marietta, Ohio, with 8,871,025 (81.38%) of the 10,900,227 common shares outstanding and entitled to vote on the February 24, 2014 record date represented in person or by proxy.

Three Directors of Peoples were elected to serve terms of three years each (expiring in 2017): Tara M. Abraham, James S. Huggins and Dr. Brenda F. Jones. Other Directors of Peoples who continue to serve after the Annual Meeting include Carl L. Baker, Jr., George W. Broughton, Richard Ferguson, Charles W. Sulerzyski, David L. Mead, Susan D. Rector, and Thomas J. Wolf. The following is a summary of the voting results:

Nominee	For	Withheld	Abstentions	Broker Non-Votes
Tara M. Abraham	7,200,861	149,206	not applicable	1,520,958
James S. Huggins	6,260,526	1,089,541	not applicable	1,520,958
Dr. Brenda F. Jones	7,206,702	143,365	not applicable	1,520,958

Also at the 2014 Annual Meeting, Peoples' shareholders: (1) approved, in a non-binding advisory vote, the compensation of Peoples' named executive officers as disclosed in Peoples' proxy statement for the 2014 Annual Meeting; (2) approved the Peoples Bancorp Inc. Employee Stock Purchase Plan, and (3) ratified the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2014. The following is a summary of the voting results:

Proposal	For	Against	Abstentions	Broker Non-Votes
Non-binding advisory vote on executive compensation	7,138,247	160,560	51,260	1,520,958

Proposal	For	Against	Abstentions	Broker Non-Votes
Approval of the Peoples Bancorp Inc. Employee Stock Purchase Plan	7,193,102	103,266	53,699	1,520,958

Proposal	For	Against	Abstentions	Broker Non-Votes
Ratification of the appointment of independent registered public accounting firm	8,717,016	129,968	24,041	—

Item 7.01    Regulation FD Disclosure

From time-to-time between April 29, 2014 and May 30, 2014, the management team of Peoples Bancorp Inc. (“Peoples”), including the President and Chief Executive Officer, and the Executive Vice President, Chief Financial Officer and Treasurer, intend to conduct one or more meetings with investors and analysts. These individuals intend to use an investor presentation containing financial data and other information regarding Peoples to assist the investors and analysts with their understanding of the business and financial performance of Peoples. A copy of the investor presentation is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

a) - c)

Not applicable

d)Exhibits

See Index to Exhibits

Safe Harbor Statement

This Current Report on Form 8-K and the investor presentation included as Exhibit 99.2 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and may include discussions of the strategic plans and objectives or anticipated future performance and events of Peoples.

Peoples encourages readers of this Current Report on Form 8-K to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Further, the information contained in this Current Report on Form 8-K and the investor presentation included as Exhibit 99.2 hereto should be read in conjunction with Peoples' Annual Report on Form 10-K for the fiscal year ended December 31, 2013 ("Peoples' 2013 Form 10-K") and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the Securities and Exchange Commission (“SEC”) and available on the SEC's website (www.sec.gov) or at Peoples' website (www.peoplesbancorp.com).

Readers are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Peoples' 2013 Annual Report on Form 10-K filed with the SEC under the section, “Risk Factors” in Part I, Item 1A. As such, actual results could differ materially from those contemplated by forward-looking statements made in this Current Report on Form 8-K and the investor presentation included as Exhibit 99.2 hereto. Management believes the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management's knowledge of Peoples' business and operations. Peoples disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.

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:	April 28, 2014	By:/s/	EDWARD G. SLOANE
			Edward G. Sloane
			Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Peoples Bancorp Inc. Employee Stock Purchase Plan
99.1	Transcript of conference call conducted by management of Peoples Bancorp Inc. on April 22, 2014 to discuss results of operations for the quarterly period ended March 31, 2014
99.2	April 2014 Investor Presentation

EX-10.1

EXHIBIT 10.1

PEOPLES BANCORP INC.

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1

PURPOSE

This Plan is intended to foster and promote the Company’s long-term financial success and to increase shareholder value by (a) providing Participants with an opportunity to acquire an ownership interest in the Company and (b) enabling the Company to attract and retain the services of outstanding individuals upon whose judgment, interest and dedication the successful conduct of the Company’s business is largely dependent.

ARTICLE 2

DEFINITIONS

When used in this Plan, the following terms will have the meanings given to them in this Article unless another meaning is expressly provided elsewhere in this document or clearly required by the context. When applying these definitions, the form of any term or word will include any of its other forms.

2.1.    Act. The Securities Exchange Act of 1934, as amended.

2.2.    Beneficiary. The person who has the right to receive (or exercise) any Plan benefits (or rights) that are unpaid (or unexercised) if the Participant dies.

2.3.    Board. The Company’s Board of Directors.

2.4.    Change in Control. The first to occur of any of the following events:

(a)    the date that any person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

(b)    the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company;

(c)    the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(d)    the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

2.5.    Code. The Internal Revenue Code of 1986, as in effect on the Effective Date or as amended or superseded after the Effective Date, and any regulations and applicable rulings issued under the Code.

2.6.    Committee. The committee to which the Board delegates responsibility for administering the Plan. Such committee may include individuals who are not members of the Board.

2.7.    Company. Peoples Bancorp Inc., an Ohio corporation, and any successor to it.

2.8.    Designated Subsidiary. Any Subsidiary that has been designated by the Committee as a Subsidiary whose Employees shall be eligible to participate in the Plan.

2.9.    Effective Date. February 27, 2014, the date the Plan was originally adopted by the Board.

2.10.    Eligible Employee. As of any Entry Date, any Employee who complies with Article 3 and other Plan provisions; provided, as of such Entry Date, the Employee does not own Stock possessing 5% or more of the total combined voting power or value of all classes of Stock of the Company or any Subsidiary.

2.11.    Employee. Any person who, on an applicable Entry Date, is a common law employee of any Employer. A worker who is classified as other than a common law employee but who is subsequently reclassified as a common law employee of an Employer for any reason and on any basis will be treated as a common law employee from the first Entry Date that begins after the date of that determination and will not retroactively be reclassified as an Employee for any purpose of this Plan.

2.12.    Employer. The Company and each Designated Subsidiary employing an Eligible Employee.

2.13.    Entry Date. The first day of each Offering Period and the date that Purchase Rights are granted under the Plan for the ensuing Offering Period.

2.14.    Fair Market Value. The value of one share of Stock on any relevant date, determined under the following rules:

(a)    If the Stock is traded on an exchange, the reported “closing price” on the relevant date, if it is a trading day, otherwise on the next trading day;

(b)    If the Stock is traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date if it is a trading day, otherwise on the next trading day; or

(c)    If neither of the preceding apply, the fair market value as determined by the Committee in good faith.

2.15.    Offering Period. The period during which payroll deductions will be accumulated in Plan Accounts to fund the purchase of shares of Stock. Each Offering Period will commence on such date as may be determined from time to time by the Committee. Each Offering Period will consist of one calendar quarter, unless a different period is established by the Committee and announced to Eligible Employees before the beginning of the Offering Period.

2.16.    Participant. Any Eligible Employee who complies with the conditions described in Article 3 for the current Offering Period.

2.17.    Plan. The Peoples Bancorp Inc. Employee Stock Purchase Plan, as the same may be amended from time to time. This Plan is intended to comply with Code §§ 421 and 423.

2.18.    Plan Account. The individual account established by the Committee for each Participant to which all amounts described in Section 3.1(a)(i) are credited until applied as described in Article 6.

2.19.    Purchase Date. The last day of each Offering Period and the date on which shares of Stock are purchased in exchange for the Purchase Price.

2.20.    Purchase Price. The price established by the Committee for each Offering Period that each Participant must pay to purchase shares of Stock under this Plan but which may never be less than 85 percent of the Fair Market Value of a share of Stock on each Purchase Date (or the first trading day following the Purchase Date if the Purchase Date is not a trading date).

2.21.    Purchase Right. The right to purchase shares of Stock subject to the terms of the Plan.

2.22.    Stock. A common share, without par value, issued by the Company.

2.23.    Stock Account. The account established for each Participant to which the Company transfers shares of Stock acquired under the Plan.

2.24.    Subsidiary. Any corporation, limited liability company, partnership or other form of unincorporated entity of which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, if the entity is a corporation; or of the capital or profits interest, if the entity is a limited liability company, a partnership or another form of unincorporated entity.

2.25.    Termination. Cessation of the employee-employer relationship between a Participant and each Employer for any reason. Also, a Participant will be treated as having Terminated on the date his or her employer is no longer an Employer.

ARTICLE 3

PARTICIPATION

3.1.    Enrollment.

(a)    Each Eligible Employee may become a Participant for any Offering Period beginning after the date he or she complies with each of the following conditions:

(i)    Elects to participate by authorizing the Employer to withhold a portion of his or her taxable compensation. This authorization will be made under rules developed by the Committee within the following limits: each authorization (A) must be stated in whole dollars, (B)may not authorize or result in authorization of a deduction (I) less than the amount specified by the Committee (which may never be less than $10.00 per pay period) or (II)more than the amount specified by the Committee (which may never exceed the limitation specified in Section 5.1 for each calendar year), (C) must be signed by the enrolling Eligible Employee and (D) must be delivered to the Committee within the period specified by the Committee.

(ii)    Complies with any other rules established by the Committee.

(b)    By enrolling in the Plan, each Participant will be deemed to have (i) agreed to the terms of the Plan and (ii) authorized the Employer to withhold from his or her compensation (A)the amounts authorized in accordance with Section 3.1(a)(i) and (B) any taxes and other amounts due in connection with any transaction contemplated by the Plan.

3.2.    Duration of Election to Participate.

Subject to the terms of the Plan:

(a)    Participants’ withholding authorizations will be implemented beginning with the first payroll period with a paycheck date in the Offering Period for which it is received by the Committee and will remain in effect until revoked or changed under the rules described in Section 3.2(b).

(b)    A Participant who elects to participate in the Plan for any Offering Period by complying with the rules described in Section 3.1 may change or revoke that election for any subsequent Offering Period but only by complying with the rules described in Section 3.1 as if the changed or revoked election were a new election. Any change to or revocation of an earlier election will be effective as of the first day of the first Offering Period beginning at least 15 calendar days after the revised election is delivered to the Committee and will remain in effect until revoked or changed under the rules described in this Section 3.2.

3.3.    No Interest Paid. No interest will be paid with respect to any amount credited to or held in any Plan Account.

ARTICLE 4

ADMINISTRATION

4.1.    Committee Duties.

(a)    The Committee is responsible for administering the Plan and has all powers appropriate and necessary to that purpose. Consistent with the Plan’s objectives, the Committee may adopt, amend and rescind rules and regulations relating to the Plan, to the extent appropriate to protect the Company’s interests and has complete discretion to make all other decisions necessary or advisable for the administration and interpretation of the Plan. Any action by the Committee will be final, binding and conclusive for all purposes and upon all persons. The Committee is granted all powers appropriate and necessary to administer the Plan.

(b)    Without limiting the generality of the provisions of Section 4.1(a), consistent with the terms of the Plan, the Committee:

(i)    May exercise all discretion granted to the Committee under the Plan;

(ii)    Will determine whether to have an Offering Period, and, if so, the date on which such Offering Period is to commence and establish the number of shares of Stock that may be acquired during such Offering Period if the number available during any Offering Period is less than all remaining available shares determined under Section 5.2;

(iii)    May develop and impose other terms and conditions the Committee believes are appropriate and necessary to implement the purposes of the Plan;

(iv)    Will establish and maintain a Plan Account for each Participant which will be (A) credited with amounts described in Section 3.1(a)(i) and (B) debited with all amounts applied to purchase shares of Stock;

(v)    Will establish a Stock Account for each Participant which will be credited with shares of Stock until released as provided in Article 7;

(vi)    Will administer procedures through which Eligible Employees may enroll in the Plan;

(vii)    Will disseminate information about the Plan to Eligible Employees; and

(viii)    Will apply all Plan rules and procedures.

4.2.    Delegation of Ministerial Duties. In its sole discretion, the Committee may delegate any ministerial duties associated with the Plan to any person (including employees) that the Committee deems appropriate other than those duties described in Section 4.1(b)(i), (ii) and (iii).

4.3.    General Limit on Committee. Consistent with applicable law and Plan terms, the Plan will be administered in a manner that extends equal rights and privileges to all Participants.

ARTICLE 5

OFFERING

5.1.    Right to Purchase. Subject to Sections 5.2 and 5.3 and Article 6, the number of shares of Stock that may be purchased during each Offering Period will be established by the Committee before the beginning of each Offering Period. Notwithstanding any provision contained herein, no Participant may be granted a Purchase Right which permits the Participant to purchase Stock under this Plan or any other stock purchase plan maintained by the Company or any Subsidiary to accrue at a rate which exceeds $25,000 of Fair Market Value of Stock (determined at the time that such Purchase Right is granted) for each calendar year in which such Purchase Right is outstanding at any time. This limitation shall be construed in accordance with the provisions of § 423(b)(8) of the Code.

5.2.    Number of Shares of Stock. Subject to Section 5.3, the aggregate number of shares of Stock that may be purchased under the Plan is 300,000.

5.3.    Adjustment in Capitalization. If, after the Effective Date, there is a Stock dividend or Stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares, or other similar corporate change affecting Stock, the Committee will appropriately adjust (a) the number of Purchase Rights that may or will be issued, (b) the aggregate number of shares of Stock available under Section 5.2 or subject to outstanding Purchase Rights (as well as any share-based limits imposed under this Plan), (c) the respective Purchase Price, number of shares and other limitations applicable to outstanding or subsequently issued Purchase Rights and (d) any other factors, limits or terms affecting any outstanding or subsequently issued Purchase Rights.

5.4.    Source of Stock. Shares of Stock to be purchased under the Plan may, in the Board’s discretion, be authorized but unissued shares not reserved for any other purpose or treasury shares previously outstanding and reacquired by the Company.

ARTICLE 6

PURCHASE OF SHARES

6.1.    Purchase.

(a)    Throughout each Offering Period, the Employer will withhold from each Participant’s regular payroll the amount the Participant has authorized in accordance with Section 3.1(a)(i). These amounts will be held in the Participant’s Plan Account until the Purchase Date.

(b)    As of each Purchase Date and subject to the Plan’s terms and limits, the value of each Participant’s Plan Account will be divided by the Purchase Price established for that Offering Period and each Participant will be deemed to have purchased the number of whole and fractional (rounded to the nearest one-tenth) shares of Stock produced by dividing the value of the Participant’s Plan Account as of the Purchase Date by the Purchase Price. Simultaneously, the Participant’s Plan Account will be charged for the amount of the purchase.

6.2.    Remaining Available Shares.

(a)    If application of the procedures described in Section 6.1 would result in the purchase of a number of shares of Stock larger than the number of shares of Stock offered during that Offering Period, the Committee will allocate available shares of Stock among Participants and any cash remaining in Participants’ Plan Accounts will be credited to the next Offering Period and, subject to the terms of the Plan, applied along with additional amounts credited to that Offering Period to purchase shares of Stock during that Offering Period and at the Purchase Price established for that Offering Period.

(b)    If application of the procedures described in Section 6.1 would result in the purchase of a number of shares of Stock less than the number of shares of Stock made available for purchase for any Offering Period, the excess shares of Stock will be available for purchase during any subsequent Offering Period.

6.3.    Delivery of Shares; Participants’ Stock Accounts.

(a)    At or as promptly as practicable after the end of each Offering Period, the Company will deliver, or cause to be delivered, the shares of Stock purchased by a Participant during that Offering Period to the transfer agent for the Company’s Stock for deposit into that Participant’s Stock Account for the Plan.

(b)    Cash dividends on any shares of Stock credited to a Participant’s Stock Account will be automatically reinvested in additional whole and fractional shares of Stock. All cash dividends credited to Participants’ Stock Accounts will be paid over by the Company to the transfer agent at the dividend payment date. Purchases of Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 30 days) after a dividend payment date. The transfer agent will make these purchases, as directed by the Committee, either (i) in transactions on any securities exchange upon which shares of Stock are traded, otherwise in the over-the-counter market, or in negotiated transactions, or (ii) directly from the Company at 100% of the Fair Market Value of a share of Stock on the dividend payment date. These shares will be released as provided in Article 7.

(c)    Each Participant’s Stock Account will be credited with any shares of Stock distributed as a dividend or distribution in respect of shares of Stock credited to that Participant’s Stock Account or in connection with a split of Stock credited to that Participant’s Stock Account.

(d)    As soon as reasonably practicable after receipt, the transfer agent will sell any noncash dividends (other than securities of the Company) received with respect to any Stock held in a Participant’s Stock Account and apply the proceeds of that sale to purchase additional shares of Stock in the manner described in Section 6.3(b). After this transaction is completed, the transfer agent will credit the purchased shares of Stock to the Stock Account to which was credited the Stock with respect to which the noncash dividend was distributed.

(e)    Each Participant will be entitled to vote the number of shares of Stock credited to his or her Stock Account (including any fractional shares) on any matter as to which the approval of the Company’s shareholders is sought.

ARTICLE 7

TERMINATION/RELEASE FROM STOCK ACCOUNTS

7.1.    Effect of Termination on Election to Participate.

A Participant who Terminates will be deemed to have withdrawn from the Plan. Any cash amounts credited to his or her Plan Account for the Offering Period during which the Termination occurs will be released to the Participant (or to the Participant’s Beneficiary, in the event of the Participant’s death) within 30 days following his or her Termination. No shares of Stock will be purchased for that Participant in any Offering Period that ends after such Participant’s Termination.

7.2.    Release from Stock Accounts.

(a)    Subject to Article 8, during the period ending on the earlier of (i) 12 full calendar months after the date on which the Stock was purchased and credited to a Participant’s Stock Account or (ii) the first day of the calendar quarter first commencing after the date the Participant Terminates for any reason, the Participant may not transfer the Stock (whether whole or fractional shares) held in his or her Stock Account. At the end of the period described in the immediately preceding sentence, the whole shares of Stock held in a Participant’s Stock Account will be released from the Stock Account and treated in the manner elected by the Participant in accordance with the rules prescribed by the Committee and the transfer agent, and any fractional shares of Stock held in the Participant’s Stock Account will be converted to cash in an amount equal to the Fair Market Value of the fractional share on the applicable date described in Section 7.2(a)(i) or Section 7.2(a)(ii) and released to the Participant.

(b)    In the event of a Participant’s death, the provisions of Section 7.2(a) regarding the treatment of Stock released from the Participant’s Stock Account shall immediately apply to the Participant’s Beneficiary (i.e., the limitation on transferability shall cease to apply upon the Participant’s death).

ARTICLE 8

EFFECT OF CHANGE IN CONTROL

If the Company undergoes a Change in Control, all whole shares of Stock held in each Participant’s Stock Account, and cash in lieu of fractional shares of Stock so held, will be made available to the Participant under procedures developed by the transfer agent and the Committee.

ARTICLE 9

AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

9.1.    Amendment, Modification, Termination of Plan. The Plan will automatically terminate after all available shares of Stock have been sold. Also, the Board may terminate, suspend or amend the Plan at any time without shareholder approval except to the extent that shareholder approval is required to satisfy applicable requirements imposed by (a) Rule 16b-3 under the Act, or any successor rule or regulation, (b) applicable requirements of Section 423 of the Code or (c) any securities exchange, market or other quotation system on or through on which the Company’s securities are listed or traded. Also, no Plan amendment may (d) cause the Plan to fail to meet requirements imposed by Rule 16b-3 or (e) without the consent of the

affected Participant adversely affect any Purchase Right issued before the amendment, modification or termination.

9.2.    Effect of Plan Termination.

(a)    If the Plan is terminated effective on a day other than the last day of any Offering Period, the Offering Period during which the Plan is terminated also will end on the same day. Any cash balances held in Plan Accounts and Stock Accounts when the Plan is terminated will be released to the Participant for whom the Plan Account was established, and no shares of Stock will be sold through the Plan for that Offering Period. All shares of Stock held in Stock Accounts will be released following the procedures described in Section 7.2.

(b)    If the Plan is terminated as of the last day of any Offering Period, the Committee will apply the terms of the Plan through the end of that Offering Period. However, no further shares of Stock will be offered under the Plan for any subsequent Offering Period and all shares of Stock then held in Stock Accounts will be released following the procedures described in Section 7.2.

ARTICLE 10

MISCELLANEOUS

10.1.    Restriction on Transfers. Except as provided in Section 10.2, no right or benefit under the Plan may be transferred, assigned, alienated, pledged or otherwise disposed of in any way by a Participant. All rights and benefits under the Plan may be exercised during a Participant’s lifetime only by the Participant.

10.2.    Beneficiary. If a Participant dies, the deceased Participant’s Beneficiary will be his or her surviving spouse or, if there is no surviving spouse, the deceased Participant’s estate.

10.3.    No Guarantee of Employment. Nothing in the Plan may be construed as:

(a)    Interfering with or limiting the right of any Employer to terminate any Participant’s employment at any time; or

(b)    Conferring on any Participant or Employee any right to continue as an Employee.

Further, no Participant will be entitled by reason of participation in the Plan to any compensation, in connection with termination of employment, for loss of any right or benefit or prospective right or benefit which the Participant might otherwise have enjoyed by way of damages for breach of contract.

10.4.    No Promise of Future Awards. The right to purchase shares of Stock under the Plan is being made available on a voluntary and discretionary basis and the Purchase Right with respect to each individual Offering Period is being offered on a one-time basis and does not constitute a commitment to make any Purchase Right available in the future. The right to purchase shares of Stock hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by applicable law.

10.5.    Tax Requirements and Notification. Each Participant is solely responsible for satisfying any applicable local, state, federal and foreign tax requirements associated with any taxable amount received from or associated with his or her participation in the Plan. Each Employer will withhold required taxes in the same manner and for the same taxing jurisdiction as the Employer withholds taxes from Participants’ other compensation.

10.6.    Indemnification. Each individual who is or was a member of the Committee or of the Board will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including, without limitation, attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to take action under the Plan as a Committee or Board member and against and from any and all amounts paid, with the Company’s approval, by him or her in settlement of any matter related to or arising from the Plan as a Committee or Board member or paid by him or her in satisfaction of any judgment in any action, suit or proceeding relating to or arising from the Plan against him or her as a Committee or Board member, but only if he or she gives the Company an opportunity, at the Company’s own expense, to handle and defend the matter before he or she undertakes to handle and defend it in his or her own behalf. The right of indemnification described in this Section 10.6 is not exclusive and is independent of any other rights of indemnification to which the individual may be entitled under the Company’s organizational documents, by

contract, as a matter of law or otherwise.

10.7.    No Limitation on Compensation. Nothing in the Plan is to be construed to limit the right of the Company to establish other plans or to pay compensation to its employees or directors, or those of its Subsidiaries, in cash or property, in a manner not expressly authorized under the Plan.

10.8.    Requirements of Law. The availability of Purchase Rights and the issuance of shares of Stock will be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Also, no shares of Stock will be sold under the Plan unless the Company is satisfied that the issuance of those shares of Stock will comply with applicable federal and state securities laws. Certificates for shares of Stock delivered under the Plan may be subject to any stock transfer orders and other restrictions that the Committee believes to be advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or other recognized market or quotation system upon which the Stock is then listed or traded, or any other applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under the Plan to make appropriate reference to restrictions within the scope of this Section 10.8.

10.9.    Uncertificated Shares of Stock. To the extent that the Plan provides for the issuance of certificates to reflect the delivery of Stock, the delivery of Stock may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange upon which shares of Stock are traded.

10.10    Expenses. Except as otherwise provided in this Section 10.10 and the Plan, costs and expenses incurred in the administration of the Plan and maintenance of Plan Accounts will be paid by the Company, including any fees of the transfer agent and any brokerage fees and commissions arising in connection with the purchase of shares of Stock upon reinvestment of dividends and distributions. In no circumstance will the Company pay any brokerage fees and commissions arising in connection with the sale of shares of Stock acquired under the Plan by any Participant.

10.11.    Governing Law. The Plan and all related elections, authorizations or agreements will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio.

10.12.    No Impact on Benefits. The right to purchase shares of Stock under this Plan is an incentive designed to promote the objectives described in Article 1 and is not to be treated as compensation for purposes of calculating a Participant’s rights under any employee benefit plan.

10.13.    Data Privacy. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third-party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. The Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above.

10.14.    Effective Date. The Plan was effective as of the Effective Date, subject to the approval thereof by the shareholders of the Company at the Annual Meeting of Shareholders held on April 24, 2014.

EX-99.1

PEOPLES BANCORP INC. (Nasdaq: PEBO)

TELECONFERENCE CALL TO DISCUSS 1^st QUARTER EARNINGS

Tuesday April 22, 2014 11:00 am local time

Facilitator:

Good morning and welcome to Peoples Bancorp's Conference Call. My name is Maureen, and I will be your conference facilitator today. Today's call will cover a discussion of the results of operations for the quarter ended March 31, 2014.

Please be advised all lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. [Facilitator Instructions] This call is also being recorded. If you object to the recording, please disconnect at this time.

Please be advised that the commentary in this call will contain projections or other forward -looking statements regarding Peoples' future financial performance or future events. These statements are based on management's current expectations.

The statements in this call which are not historical fact are forward-looking statements and involve a number of risks and uncertainties detailed in Peoples' Securities and Exchange Commission Filings. These include, but are not limited to, the success, impact and timing of strategic initiatives; the successful completion and integration of planned acquisitions; the competitive nature of the financial service industry; the interest rate environment; the effect of federal and/or state banking, insurance, and tax regulations; and changes in economic conditions.

Management believes the forward-looking statements made during this call are based on reasonable assumptions within the bounds of their knowledge of Peoples' business and operations. However, it is possible actual results may differ materially from these projections. Peoples disclaims any responsibility to update these forward -looking statements after this call.

Peoples' first quarter 2014 earnings release was issued this morning and is available at peoplesbancorp.com. This call will include about 20 to 30 minutes of prepared commentary followed by a question-and-answer period, which I will facilitate. An archived webcast of this call will be available on peoplesbancorp.com.

Participants in today's call will be Chuck Sulerzyski, President and Chief Executive Officer; and Ed Sloane, Chief Financial Officer and Treasurer. And each will be available for questions following opening statements.

Mr. Sulerzyski, you may begin your conference.

Mr. Chuck Sulerzyski:

Thank you, Maureen. Good morning and thanks for joining us today. It was a productive first quarter for us, and there is much to talk about during this call. In addition to the quarterly results, Ed and I will discuss the recently announced bank acquisitions and update you on our 2014 outlook. This is truly an exciting time for our company. I will begin with the acquisitions.

We are extremely pleased to build upon prior successes during the first quarter. The two deals we announced this month, Ohio Heritage Bancorp and North Akron Savings Bank, fit nicely into our M&A strategy. Both banks operate in markets with characteristics similar to our existing footprint. Thus, we will

be successful in growing business in these new areas. These two deals, plus the Midwest Bancshares transaction discussed last quarter, demonstrate our willingness to grow through acquisitions.

Further, all three opportunities were the result of our proactive calling on banks in and around our footprint. None of these banks used a bidding process in their decision-making. Instead, they responded to our culture and saw how our products, services and lending capabilities could help their clients and communities. We are pleased to be considered a great strategic partner for these companies rather than simply the highest bidder.

Over the next several months, our management team will work to integrate these three different banks within a relatively short timeframe. We gave careful consideration to the timing of each transaction. Our goal is to make each transaction seamless for both our existing and newly acquired customers.

We are confident in our ability to execute, given the level of talent and systems we have here in place. This includes the top four individuals leading the operations and systems integration. Combined, they have over 100 years of experience at Peoples.

Taking a look at the first quarter results, Peoples reported net income of $4.8 million, or $0.44 per share. In comparison, earnings per share were $0.47 for both the linked and prior-year quarters. Our string of negative provisions came to an end which caused the lower earnings. Pension and acquisition costs reduced first quarter earnings by $0.03 per share.

Overall, we saw solid improvement in our core earnings in the first quarter. Revenue grew nearly 17% year-over-year, while expenses were just over 15%. We are pleased to generate positive operating leverage to start the year.

Acquisitions completed in 2013 were a major factor in this success. We also are seeing meaningful contributions from each area of our company. Absent the acquisitions, total revenue was still very strong, up over 8% from last year's first quarter. This increase is even more noteworthy, given mortgage banking income was about one-third what it was the prior year. We are fortunate to have a diversified revenue stream that can absorb such decreases. Additionally, we are winning because of our intense focus on execution and maximizing our dialogue with each client.

On the expense side, the core increase was only 7% without the pension charge and the impact of acquisitions. We consider the higher first quarter expenses to be reasonable. Most of the increase related to annual merit increases in base salaries and normal variability with employee benefit cost.

Turning to loan growth, new production remained strong in both our commercial and consumer lending areas. As a result, we have seen double-digit annualized growth in period-end balances during each of the last four quarters. This includes a 10% annualized increase in the first quarter.

Average loan balances were up 14% in the first quarter due to our strong organic growth. When you add the $100 million of loans from Ohio Commerce, average loan balances have increased over 23% from the prior year. This strong start positions us well relative to our 2014 loan growth goal.

Asset quality continues to be a positive area for us. Our NPAs remain very manageable at 79 basis points of loans plus OREO. Net charge-offs also were meaningfully lower than our long-term historic range of 20 to 40 basis points. These positive trends allow us to reduce our reserve level to 1.38% of loans. As a result, our provision for the quarter was basically zero. The reserve level remained a healthy 188% of our nonperforming loans. Overall, we are pleased with our solid start in 2014 and remain positive with our outlook for the entire year.

Now I will turn the call over to Ed for his comments on the quarter and the pending acquisitions.

Mr. Ed Sloane:

Thanks, Chuck. Our continued success with acquisitions was a major highlight for the quarter. Although the three pending transactions should have minimal impact on 2014 earnings, we will see some significant changes to our company immediately upon their completion.

First, we will increase our branch network by nearly 30% once all three deals are done. The newly acquired offices will help to enhance operating efficiencies. We also will be connecting our network along the I-77 corridor between Marietta and Cleveland.

In terms of our balance sheet, we expect total assets to grow by over $400 million due to the pending deals. This amount would consist almost entirely of loans, as we would look to de-leverage the acquired balance sheets where practical. This strategy would involve liquidating some or all the acquired investments and using the proceeds to repay borrowings. Thus, we would improve our balance sheet structure by reducing investments to around 25% of our total assets.

Beyond 2014, the combined earnings accretion of the three deals is expected to be meaningful at over $0.22 per year. This contribution considers potential cost savings but no revenue synergies. Our expectation of cost savings for the Midwest transaction remains unchanged from the 40% to 45% as stated during last quarter's call. For the two recent deals, we anticipate the cost savings to be at least 35%.

The overall dilution of our capital from the three deals combined should be very manageable. As stated in our press releases, we will be using a mix of stock and cash with the transactions. As a result, we could see anywhere from 4% to 5% dilution of our tangible book value.

The reduction in our tangible common equity ratio also should be less than 30 basis points. These amounts consider the required market value adjustments on the loans and borrowings, plus the impact of onetime acquisition costs and potential de-leveraging. The expected earnings accretion would allow for a quick earn-back, around two years.

In terms of loan discounts, we are expecting a minimal discount on the Ohio Heritage loan portfolio and a discount of 1% to 2% on the North Akron portfolio. The required market value adjustments for each bank's long-term FHLB borrowings should be in the range of 6% to 8%.

As for the timing of each transaction, we are expecting the Midwest acquisition to be completed at the end of May; Ohio Heritage should be finalized in late August; and North Akron in October. The majority of the onetime acquisition expenses for these deals will be recognized during the quarter the transaction closes.

Overall, the actions taken with the recently announced deals reflect our disciplined approach to M&A. In each case, we structured the deal being mindful of three key aspects: future earnings potential, tangible capital levels, and our existing shareholders' investment.

Looking now at our first quarter results, one of our key successes was continued stability in our net interest income and margin. If you exclude the fourth quarter's onetime income noted in our earnings release, our margin actually expanded 2 basis points from the linked quarter and in line with our expectations. Strong organic loan growth over the last year was a major driver of this improvement.

As we stated in last - stated last quarter, our plan for 2014 is to fund between $20 million and $30 million of expected loan growth with normal investment portfolio cash flow.

In the first quarter, average loan balances increased nearly $70 million, or at a 23% annualized pace. Given this growth, we executed on our strategy and reduced the investment portfolio by about $10 million on average.

On the funding side, total deposit balances benefited from normal seasonal growth in certain account types. For example, deposits from local governments are the highest in the first quarter due to the annual the tax collections. The funds are normally dispersed during the year, causing a decline in these balances.

On the consumer side, we see an influx of funds into checking and savings accounts related to tax refunds. Like the governmental deposits, these funds tend to flow out of the accounts during the summer months. In total, deposit growth exceeded the increase in earning assets. Thus, we were able to reduce our borrowed funds.

Looking ahead, we are expecting our core net interest margin to remain in the mid-3.30s in the second quarter. This outlook assumes no meaningful change in interest rates. The Midwest acquisition also should have minimal impact given its size and timing during the quarter.

Beyond the second quarter, we expect to see margin improvement due to acquisitions. On an annualized basis, the Midwest deal should add 3 basis points to 5 basis points; Ohio Heritage, 6 basis points to 8 basis points; and North Akron, another 4 basis points to 6 basis points.

In each case, the margin improvement does not consider any potential loan accretion income. We believe opportunity for accretion exists with each deal. However, it is difficult to estimate the amount this far out from the closing dates.

Our net interest income on margin could be impacted by actions to lessen our long-term interest rate risk exposure. As we discussed last quarter, our plans could include funding more than $30 million of our 2014 loan growth from the investment portfolio. We also may use long-term borrowings to essentially match fund our asset growth.

Within our fee-based revenue, we continue to see strong performance across all business lines. Trust and investment income increased 9% year-over-year growth. E-banking revenue continues to grow due in part to growing DDAs, 3% to 4% each quarter.

Our insurance business also is off to a good start to the year. Breaking down our insurance income, we saw a nearly $700,000 increase in annual contingent income. This amount was a little more than we had expected. As with prior years, we expect to see additional contingent income in each of the next three quarters. However, over 75% of this income occurred in the first quarter.

Our normal commission income also was 7% higher than the prior year without revenue added from acquisitions during last year's second quarter. Operating expenses were generally in line with our expectations for the quarter.

Most of the increase from the prior year was within our salary and employee benefit costs. The pension settlement charge in acquisitions accounted for half of the increase. The other half was comprised mostly of three factors: $260,000 for employee medical plan expenses, $190,000 for annual stock-based compensation awards, and annual merit increases of around 3% on average.

The combination of strong revenue growth and expense management is having a positive impact on our efficiency ratio. Our reported ratio of 71.1% is better than last year, even with the timing difference with the pension settlement charge. Without this expense, our efficiency ratio would have been 69.3%, in line with our previously stated range of 68% to 70%.

For the rest of 2014, we see the quarterly run rate for our core expenses to be around $18.4 to $18.5 million. This range does not consider any additional pension settlement charges or the impact of the pending acquisitions. We also expect the efficiency ratio to stay near the upper end of our target range.

As Chuck mentioned earlier, we continue to decrease the size of our allowance for loan losses relative to total loans. Compared to a year ago, the reserve level has dropped 40 basis points. Much of this reduction

was due to the lack of sizable losses. And once again, our net charge-off rate this quarter was well below our long-term historical average. This positive trend offset the reserve needed for the recent loan growth.

In future quarters, we will continue to take a prudent approach with our allowance for loan losses. It is likely we will need to record modest provisions for loan losses. This assumes we achieve our expected loan growth and net charge-offs move closer to our pre-crisis level of 20 basis points to 40 basis points.

As a percentage of loans, the overall reserve level should continue to fall as we move throughout 2014 due to the pending acquisitions. Acquired loan portfolios typically require little, if any, reserves during the first year, absent any unexpected losses occurring. For example, our reserve ratio would have been closer to 1.50% if you exclude the $100 million of loans added in the Ohio Commerce deal.

I now will turn the call back to Chuck for his final comments.

Mr. Chuck Sulerzyski:

Thanks, Ed. Overall, we are pleased with the positive progress made in the first quarter with several key goals. We achieved positive operating leverage, which helps us to build our earnings momentum. New loan production is on pace to generate another year of double-digit growth. Acquisitions are allowing us to achieve profitable growth. We are also remaining prudent with the use of capital.

As we begin the second quarter, the outlook for the rest of 2014 is very promising. Revenue generation is growing stronger across the company due to our improved sales execution. At this point, we remain confident overall revenue growth in 2014 will exceed 10%. This expectation does not consider the impact of our pending bank deals, which should add another $7 million to $9 million to 2014's revenue. In total, we could see between 18% and 20% revenue growth in 2014.

On the expense side, we intend to hold the line on our core operating costs, as Ed indicated earlier. With that said, our ability to control certain expenses, such as our employee medical and pension costs, remain very limited. Thus, we will still expect some unevenness with our quarterly operating leverage.

Overall, our outlook for 2014 continues to include a 1% to 2% gap between organic revenue and expense growth. When you add on the three bank deals, we would expect the gap to widen to as much as 4% before the onetime merger costs.

We continue to have a solid commercial pipeline, and consumer lending activity is growing steadily. In the first quarter, commercial production was 6% stronger than a year ago. Our current pipeline includes over $200 million of new loans. Of this amount, nearly $85 million is likely to close and fund over the remainder of the year.

On the consumer side, our non-mortgage lending production was up over 25%. The growth reflects the many new dealer relationships we have added over the last several quarters. First quarter mortgage production was half of last year’s level. We could see an uptick in production as we enter the peak home buying season. However, we do not expect to match 2013’s level given current mortgage rates.

When you put it all together, we are still looking at 8% to 10% point-to-point loan growth. Average loan balances also should be up as much as 20% for the full year. These projections do not include the loans we will add due to the acquisitions.

Turning back to our M&A efforts, we are very pleased with our successful negotiation of three separate deals during the first quarter. However, this success will become one of our greatest challenges over the

next six months. As I stated earlier in the call, we are confident in our ability to execute. Each transaction is relatively low risk and easily digestible given its relative size.

Still, the approach we will take with the integration is the same as our normal day-to-day activities. It involves a steadfast focus on four key areas: responsible risk management, extraordinary client experience, profitable revenue growth, and maintaining a superior workforce.

Overall, we are well on our way toward our goal of becoming the best community bank in America. Our capabilities and sophistication allow us to compete against the large national banks. What sets us apart from other banks is our personalized service and local decision-making. We still have a long way to go, but we are making good progress. We also are achieving profitable growth at the company and building long-term shareholder value. I am confident we can sustain our progress for many years to come.

This concludes our commentary, and we will open the call for questions. Once again, this is Chuck Sulerzyski, and joining me for the Q&A session is Ed Sloane, Chief Financial Officer. I will now turn the call back to the hands of our call facilitator, Maureen. Thank you.

Question and Answer Session

[Facilitator instructions and questions] And our first call is from Scott Siefers from Sandler O'Neill and Partners. Please go ahead.

Scott Siefers:Good morning, guys.

Chuck Sulerzyski: Good morning.

Ed Sloane: Hi, Scott.

Scott Siefers: Ed, I think the first question is probably for you. First of all, I appreciate all the color on the specificity of the guidance. Just on expenses, you had noted a number of, I think, $18.4 to $18.5 quarterly run rate. So is that like a purely organic number? In other words, is that before you layer in any of the deals, or is it kind of an average of what you would expect once all of the deals end up getting layered in?

Ed Sloane: Yeah, I would say that's purely organic. Yeah, we separated the pension expense from that as well, as I mentioned.

Scott Siefers:Okay. Yeah. So I guess you go from this quarter, call it $18.2. Is there anything in particular that drives it up again in the second quarter? Is it just kind of these benefit-related costs that you guys referred to?

Ed Sloane: Right. I think that's exactly right. So, medical expenses - yes, medical expenses potentially could be higher during the course of this year and certainly some trickling of the pension expense. Keep in mind, Scott, that our focus is on the revenue growth side of it. We would expect to surpass our goals on the revenue side of things and maintain that gap that we've been commenting on a number of times, that 1% to 2% positive operating leverage. And as you start to add on the deals, we would expect that gap to continue to grow.

Scott Siefers:Yeah. Okay, good. That's helpful and I appreciate it. And then just switching gears a little, Chuck, I guess just a more strategic question. You've got kind of an unusual dynamic developing with the

M&A where if you look at each of the individual deals then they're all very small, make imminent financial and strategic sense. But then by the same token, you've got a lot of them going on at the same time, particularly in sort of the newer type of environment we're in.

So just curious on your thoughts on additional deals, in other words, now you've got three in the works, would you maybe take a little bit of a digestion phase or would you be willing to entertain additional transactions even though these are pending? How are you thinking about that dynamic?

Chuck Sulerzyski: Well, a couple of different thoughts. First off, we have said all along that we had the management infrastructure in place to double the size of the bank a couple of times. And from my perspective, we're putting that infrastructure to work with these transactions.

As far as this year is concerned, we would very much like to do an insurance acquisition. We very much would like to do investment acquisitions. The deals have been spaced out in terms of when they close. The deals close in May, in August and October, so the second, third and fourth quarter. If we were to do deals, another bank deal, it would close in 2015.

We continue to have conversations with institutions that look at us as a positive partner. And I think the attraction to us is the capabilities we bring in terms of electronic banking services, the insurance business, the investment business and the fact that we are a true community bank, not a large regional bank.

So we certainly have work to do to get all three of these put in to PEBO, but I'm really not worried about it. The folks that manage the process have got over 100 years of experience. The four people at Peoples have done this many times. Because the stress that these transactions cause on the organization affect different parts of the organization at different points in time, it's not as complicated or difficult as it sounds.

So when marketing is busy with one, training may not be or systems may not be or operations may not be and so forth. So if you do them sequentially and if you have a good process flow and if you have good management discipline, you can do it. Now, it's not our intention to do four transactions a year for many years to come, but it is our expectation that we'll be doing a couple of major bank deals a year for years to come.

There's a lot of stress out there in the marketplace for small banks. Our footprint is enormous in terms of geographic distance, and there's over 100 small banks in that footprint. And if we can be good partners with them, if they can help us in terms of serving our customers and communities better, we're going to do it.

Does that help you, Scott?

Scott Siefers:Yes. No, that's perfect in terms of the color I was looking for. So I definitely appreciate it.

Chuck Sulerzyski: Thank you.

Operator: Our next question comes from Michael Perito from KBW. Please go ahead.

Michael Anthony Perito:Hey. Good morning, guys.

Chuck Sulerzyski:Good morning.

Ed Sloane: Good morning.

Michael Anthony Perito: I was wondering maybe if I could start on the - the loan yields look like they came down quite a bit sequentially. Just looking at the makeup of your loan growth, there was still pretty strong growth in consumer. Was that the main culprit in terms of the compressing loan yields? Is it still very competitive on that side? Any color there would be great.

Ed Sloane: Yeah, we had - This is Ed, Michael. In the commercial portfolio in the fourth quarter, we had some one-time income post in there, some prepayment fees, some interest recoveries that posted in. So if you take those out, the movement in the yield was relatively slight.

Michael Anthony Perito: Okay.

Chuck Sulerzyski: And actually, with the new business that's going on, we're pretty pleased with our margins both on consumer and commercial.

Michael Anthony Perito: All right. Would you guys - would it be fair to say that that new business is accretive to those loan yields, or are you guys still kind of flat or...

Ed Sloane: No, we feel that it would be accretive. And then we also have the Ohio Commerce transaction from October of last year that has some accretion income associated with it that's rolling in this year. So, no, I think it's fairly accretive. And then on top of that, we're continuing to move the mix in our asset base, reducing the size of our investment portfolio and making the loan portfolio a higher percentage of total. That's one of our key strategic initiatives during the course of this year.

Michael Anthony Perito: Okay. Great. Thanks. And then just one more on the loan book, when you guys announced the deals and I looked - it looked as both the Midwest deal and the Ohio Heritage were both a little more heavy on the residential real estate than your loan mix in your current portfolio.

Could you guys maybe comment on, I guess, will there need to be any additional hires to bolster the commercial lending, or is it just a matter of over time redeploying your lenders with a more commercial focus and away from the residential real estate and those new branches and lenders coming on?

Chuck Sulerzyski: It will be a little bit of both. First off, in the case of Ohio Heritage, we have commercial lenders to the south, to the west and to the north of it that go into those territories, and it will just help them be more effective. In North Akron and in Cleveland, we see opportunities to hire commercial lenders. We see opportunities to do acquisitions of insurance agencies and also of investment business.

Michael Anthony Perito: There won't be any intentional remix, though, that would potentially affect your net loan growth though, right, in terms of trying to right-size those portfolios to your mix today or anything like that? Or is it just you guys comfortable doing it over time and...

Chuck Sulerzyski: Correct. We will do that over time.

Michael Anthony Perito: Okay. That's all for me. Thanks, guys. I appreciate it.

Chuck Sulerzyski: Thank you.

Ed Sloane: Thanks, Michael.

Operator: Our next question comes from Daniel Cardenas from Raymond James. Please go ahead.

Daniel E. Cardenas:Good morning, guys.

Chuck Sulerzyski: Hey, Dan.

Ed Sloane: Hi, Dan.

Daniel E. Cardenas: I think it might have been Chuck or Ed, I'm not sure who, but when you were going through the pipeline today, I missed that amount. Could you tell me what the pipeline stood at and what you thought that pipeline could fund? How much of that pipeline you thought could fund?

Chuck Sulerzyski: Over $200 million in commercial, and we anticipate $85 million of that funding over the rest of the year.

Daniel E. Cardenas: All right, so that's about what, 42% or so? Is that kind of typical what you see from your pipeline funding, or is that a little bit lower than historical average?

Chuck Sulerzyski: Well, the size of the pipeline is large - slightly larger than it has been. The percentage of funding, we're not counting those unless we're very, very certain. So the actual percentage of that we will get funded, I believe, will be more than that percentage that you've hit on. But until we do it, we're not counting it.

Daniel Cardenas: Okay. I mean, given the size of the pipeline, I mean, is that a pretty granular pipeline or is there a number of larger credits in there that make that up?

Chuck Sulerzyski: No, it's pretty granular. We don't really do a whole ton of $10 to $20 million deals. Most of them are pretty small.

Daniel Cardenas: Okay. Excellent, excellent. And then as you talk about M&A, I mean, what's the thought about - you're doing a great job of building up the I-77 corridor, but thoughts about maybe going to the western part of the state, any desire to expand there?

Chuck Sulerzyski: As I've mentioned before, we have a very large footprint from Cleveland to Charleston, from New Martinsville up the Ohio River down to Ashland. So we would look for things in Ohio, West Virginia and Kentucky. If it's going to be in Ohio, it's going to be south of I-70 and east of I-71. For those of you that aren't up on your Ohio geography, that would be pretty much everything but the northwest corner. In West Virginia, it's going to be the western side of the state. In Kentucky, it's going to be the eastern side of the state is where we are going to focus on.

We've had conversations in all three states and continue to have conversations. It just so happens by coincidence that the deals that we've gotten done, the last few have been in Ohio. I think it's just as likely that the next ones will be in West Virginia or Kentucky.

Daniel Cardenas: Okay, great. Great. Well, thanks. Good quarter.

Chuck Sulerzyski: Hey, thank you.

Operator: Our next question comes from Patrick O'Brien from Fox Asset. Please go ahead.

Patrick O'Brien: Guys, I'm new to the stock and I'm just wondering if you could talk about the efficiency ratio. It's high but you still have real good returns on capital. Does that come down over time or does it remain in the current region?

Chuck Sulerzyski: It comes down over time slowly. We have said that ours is a revenue play, not an expense play. The mix of our businesses are such that we're very high fee income, so the trust and investment business and the insurance business have high ROE, a little more burdensome expense characteristics. We want to keep them proportionately the same size over time.

The bank acquisitions give us an opportunity to manage the efficiency, as Ed mentioned in his comments, the widening of that operating leverage to 4% with those acquisitions coming in. So we'll be able to drive the expense ratio down, but we are probably less focused on the - we are less focused on the expense ratio as it compares to focusing on profitable revenue growth.

I realize there's two components to that, but I think the 17% revenue growth stands on its own. We think that we can build the company by going to market more aggressively in terms of how our people sell and service clients.

Patrick O'Brien: You guys talked about what I thought was organic revenue growth, I think it was 8%. How much of that had to do with playing with the funding? Did that contribute a lot? I saw your NIM went up quite a bit.

Chuck Sulerzyski: No, no. Very little of it has to do with the funding. We did have some NIM expansion related to the Ohio Commerce acquisition that we've documented both in the call and the prior call. But very little of it is - the NIM expansion, if you go back at the first quarter of last year to this year to where we are right now, is driven by favorable loan pricing primarily and managing the deposit books.

Patrick O'Brien: Okay. Okay, thank you.

Chuck Sulerzyski: Thank you.

Operator: [Operator Instructions] Our next question comes from Michael Perito from KBW. Please go ahead.

Michael Anthony Perito: Hey. Guys, thanks. Just one quick follow-up. I was wondering if you guys could - all the acquisitions that you guys have closing, there's very little or at all on the insurance side. I was wondering if you guys could just speak to that opportunity and how potentially how quickly you could see a benefit from cross-selling insurance to those depositors and clients, etcetera.

Chuck Sulerzyski: In all of our comments on the revenue side and on all of our comments on the deals, we have put nothing in for synergies. We are very optimistic about the benefits of those synergies, both in terms of acquisitions of insurance and investment business but also over time with the cross sell.

We will be able to introduce more of a commercial focus to these acquired institutions. We will be able to help on the lending side. Most of them have legal lending limits or lending house limits less than $2 million, where ours is $20 million, so that will get a larger customer that will have larger commercial insurance opportunities. The big source of our personal lines insurance is branch referrals. I'm very confident 12 to 18 months after these deals close that these branches will be performing at the same level as our existing branches, so there's opportunities there.

There's also opportunities on the investment side. We're fortunate to have a superior retirement plan 401(k) offering that's growing revenue in the neighborhood of 30% right now. And as we make that product available to more businesses, I think that growth can continue. So we see lots of upside.

Also in the North Akron acquisition combined with the Ohio Commerce acquisition done in the fourth quarter last year in Beachwood, we believe that there's great opportunity for insurance acquisition and investment acquisitions in an area that's densely populated and rich with opportunities.

Michael Anthony Perito: Okay, thank you.

Chuck Sulerzyski: Thank you.

Operator: At this time, there are no further questions. Sir, do you have any closing remarks?

Chuck Sulerzyski: This concludes our commentary and - no, no, no, take that back, this does not conclude our commentary. I want to thank everybody for participating. Please remember that our earnings release and webcast of this call will be archived on peoplesbancorp.com under the Investor Relations section. Thanks for your time and have a great day.

Operator: This will conclude today's conference call.

END

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