This CHANGE IN CONTROL Agreement is adopted this 14 th day of September, 2009, by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Daniel K. McGill (the  “Executive”), an Executive of the Company or any of its subsidiaries.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to retain the Executive’s services and to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties, without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company or the assertion of claims and actions against the Executive.

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1           “ Agreement ” means this Peoples Bancorp Inc. Amended and Restated Change in Control Agreement, as it may be amended from time to time.

1.2           “ Base Annual Compensatio n” means the Executive’s average annualized compensation paid by the Company which was includible in the Executive’s gross income during the most recent five taxable years ending before the date of the Change in Control.  The definition includes amounts includible in compensation, prior to any reduction for a salary contribution to a plan described in Section 125 of the Code or qualified under Section 401(k) of the Code, as well as any compensation included in the Executive’s “base amount” within the meaning of Section 280G of the Code.

1.3           “ Cause ” means

(a)  Gross negligence or gross neglect of duties; or

(b)  Commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Company or a Subsidiary; or

                (c)  Fraud, disloyalty, dishonesty or willful violation of any law or significant Company or Subsidiary policy committed in connection with the Executive’s employment; or

                (d)  Issuance of an order for removal of the Executive by the Company’s bank regulators.

1.4           “ Change in Control ” shall occur on the earliest date that

(a)  A “person” or “group” (as defined in Section 409A of the Code)  acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(b) any person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company;

(c) a majority of the 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 Company’s Board prior to the date that such appointments or elections are made; or

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

Notwithstanding the foregoing, the definition of “Change in Control” shall be interpreted consistent with the definition of “change in control event” under Section 409A of the Code.

1.5           “ Code ” means the Internal Revenue Code of 1986, as amended.

1.6           “ Disability ” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.7            “ Good Reason ” means, without the Executive’s express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events:

(a)  The assignment to the Executive of any material duties or responsibilities inconsistent with the Executive’s positions, or a change in the Executive’s reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions, except in connection with the Executive’s Termination of Employment for Cause, Disability, retirement, or as a result of the Executive’s death;

(b)           A reduction by the Company in the Executive’s base salary;

(c)           The taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any benefit plans, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof;

(d)           Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 3.9 hereof; or

(e)           The Company directing the Executive to be reassigned to an office location fifty (50) miles or more from the current office location of the Executive except for required travel on Company business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive