0000318300-16-000477 Sample Contracts

PEOPLES BANCORP INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 26th, 2016 • Peoples Bancorp Inc • National commercial banks • Ohio

This CHANGE IN CONTROL Agreement is adopted this 30th day of November, 2015, by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and John C. Rogers (the “Executive”), an Executive of the Company or any of its subsidiaries.

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THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 26th, 2016 • Peoples Bancorp Inc • National commercial banks

On or as of December 18, 2012, PEOPLES BANCORP INC., an Ohio corporation (“Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”) entered in a certain Loan Agreement (as amended from time to time, the “Agreement” or the “Loan Agreement. Borrower and Lender desire to amend the Loan Agreement as set forth below and effective as of the Effective Date (as defined below).

FOURTH AMENDMENT TO REVOLVING CREDIT NOTE
Revolving Credit Note • February 26th, 2016 • Peoples Bancorp Inc • National commercial banks

On or as of December 18, 2012, PEOPLES BANCORP INC., an Ohio corporation (“Borrower”), executed and delivered a Revolving Credit Note to U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Lender"), in the maximum principal amount of $5,000,000 (as previously, now or hereafter amended, the “Note”) in connection with and pursuant to the terms and conditions set forth in a certain Loan Agreement by and between Borrower and Lender dated as of December 18, 2012 (as previously, now or hereafter amended, the “Loan Agreement”). Pursuant to an amendment to the Note dated August 4, 2014, the maximum principal amount of the Note was increased to $10,000,000. Borrower has requested that the maturity date of the Note be extended to December 15, 2016 and that the principal amount of the Note be increased to $15,000,000. Lender has agreed to such requests. Borrower and Lender desire to again amend the Note.

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 26th, 2016 • Peoples Bancorp Inc • National commercial banks

On or as of December 18, 2012, PEOPLES BANCORP INC., an Ohio corporation (“Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”) entered in a certain Loan Agreement (as amended from time to time, the “Agreement” or the “Loan Agreement”). Borrower has made certain requests to Lender, including but not limited to that the maximum principal amount of the Revolving Credit Loan be increased from $10,000,000 to $15,000,000, and that the maturity date of the Revolving Credit Note be extended to December 15, 2016. Lender has agreed to such requests subject to certain terms and conditions, including but not limited to the execution of this Second Amendment to Loan Agreement (the “Second Amendment”), an amendment dated as of the date hereof to the Revolving Credit Note (the “Fourth Amendment to Revolving Credit Note”), and certain other documents required by Lender. Borrower has agreed to such terms, conditions and amendments. Borrower and Lender desire to amen

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