Peoples Bancorp : Related Person Transaction Policy

PEOPLES BANCORP INC.

RELATED PERSON TRANSACTION POLICY

1. Introduction

The Board of Directors of Peoples Bancorp Inc. ("Company"), acting upon the recommendations of its Governance and Nominating Committee, has adopted this Related Person Transaction Policy as required by Item 404(b) of Regulation S-K of the Securities Act of 1933 (this "Policy"). This Policy also sets forth the guidelines and procedures under which certain transactions must be reviewed and approved or ratified by the Audit Committee. See the first paragraph of Section III "Review and Approval or Ratification" for a discussion of the treatment of Related Party Transactions that qualify as an extension of credit. This Policy is part of the Company's commitment to integrity and enhances its Code of Ethics and supplements its Conflict of Interest Policy.

1. Definitions

1. "Related Person" is any person:
2. • who is or was an executive officer, a director or a director nominee of the Company (in each case, as defined in the applicable rules and regulations promulgated by the Securities and Exchange Commission and, where applicable, in Regulation O) at any time since the beginning of the
     Company's last fiscal year;
   • who is or was an Immediate Family Member (as defined below) of an executive officer, a director or a director nominee of the Company at any time since the beginning of the Company's last fiscal year;
   • who, at the time of the occurrence or at any time during the existence of the transaction, is the beneficial owner of more than 5% of any class of the
     Company's voting securities (a "Significant Shareholder of the Company"); or
   • who, at the time of the occurrence or at any time during the existence of the transaction, is an Immediate Family Member of a Significant Shareholder of the Company.

An "Immediate Family Member" of a person is any:

• child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father- in-law,son-in-law,daughter-in-law,brother-in-law or sister-in-law of such person; or

• other person sharing the household of such person, other than a tenant or employee.

"Regulation O" means Regulation O prescribed by the Board of Governors of the Federal Reserve System, as the same may be amended or added to from time to time.

A "Related Person Transaction" is any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which:

• The Company or one of the Company's subsidiaries was, is or will be a party or participant, or had, has or will have a direct or indirect interest;
• the amount involved exceeds or is expected to exceed $120,000 or, if the limitations prescribed by Regulation O apply, such lesser amount, if any, as may be prescribed by Regulation O; and
• a Related Person had, has or will have a direct or indirect interest.

"Related Person Transaction" specifically includes, without limitation, purchases of goods or services by or from a Related Person or any entity in which a Related Person has a material interest, extensions of credit (as defined in Regulation O), and employment by the Company or one of the Company's subsidiaries of a Related Person. "Related Person Transaction" also includes any material amendment or modification to an existing Related Party Transaction.

1. Policies and Procedures for Review and Approval or Ratification of Related Person Transactions

Identification of Potential Related Person Transactions

Related Person Transactions will be brought to the attention of the Company's management and the Audit Committee in a number of ways. Each director, director nominee or executive officer of the Company must promptly notify the Chair of the Audit Committee in writing of any interest that such individual or an Immediate Family Member of such individual had, has or may have, in a Related Person Transaction and the basis on which the person is a Related Person, unless such Related Person Transaction falls within the scope of one or more of the transactions described below under "Standing Pre- Approval for Certain Transactions." Any such notice shall include:

• The person's interest in the transaction, including his or her position(s) or relationship(s) with, or ownership in, an entity that is a party to, or has an interest in, the transaction;
• Whether the Company or any of the Company's subsidiaries is a party to the transaction and, if not, the nature of the participation of the Company or a subsidiary of the Company in the transaction;
• The identity of the parties to the transaction;

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• The purpose and timing of the transaction;
• The approximate dollar value of the transaction and the approximate dollar value of the Related Person's interest in the transaction, which shall be computed without regard to the amount of profit or loss; and
• In the case of an extension of credit, the interest rate to be charged and the collateral to be required as well as whether the extension of credit is to be made in the ordinary course of business of the Company or the applicable subsidiary of the Company and the purpose for which the extension of credit is to be made.

Each director, each director nominee and each executive officer will complete a questionnaire on an annual basis designed to elicit information about potential Related Person Transactions.

In addition, any Related Person Transaction proposed to be entered into by the Company or any subsidiary of the Company must be reported by the Company's management to the Chair of the Audit Committee, unless such Related Person Transaction falls within the scope of one or more of the transactions described below under "Standing Pre-Approvalfor Certain Transactions." Any such report shall include:

• The name of the Related Person who had, has or will have a direct or indirect interest in the transaction and the basis on which the person is a Related Person;
• The nature of the Related Person's interest in the transaction, including his or her position(s) or relationship(s) with, or ownership in, an entity that is a party to, or has an interest in, the transaction;
• Whether the Company or any of the Company's subsidiaries is a party to the transaction and, if not, the nature of the participation of the Company or a subsidiary of the Company in the transaction;
• The identity of the parties to the transaction;
• The purpose and timing of the transaction;
• The approximate dollar value of the transaction and, if known, the approximate dollar value of the Related Person's interest in the transaction, which shall be computed without regard to the amount of profit or loss; and
• In the case of an extension of credit, the interest rate to be charged and the collateral to be required as well as whether the extension of credit is to be made in the ordinary course of business of the Company or the applicable subsidiary of the Company and the purpose for which the extension of credit is to be made.

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Any potential Related Person Transaction that is raised will be analyzed by the Chair of the Audit Committee, in consultation with management and with the Company's counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, constitute a Related Person Transaction requiring compliance with this Policy.

Review and Approval or Ratification

Each Related Person Transaction shall be reviewed and approved or disapproved by the Audit Committee in accordance with the terms of this Policy and, whenever practicable, prior to effectiveness or consummation of the Transaction. Notwithstanding the terms of the preceding sentence, if the Related Person Transaction qualifies as an extension of credit for purposes of Regulation O, the Related Person Transaction shall be reviewed and approved or disapproved in accordance with the requirements of Regulation O, which shall supersede the terms of this Policy to the extent of any inconsistency between the two.1

If the Chair of the Audit Committee determines that advance consideration of a Related Person Transaction is not practicable under the circumstances, the Audit Committee shall review and, in its discretion, may ratify the Related Person Transaction at the next meeting of the Audit Committee, or at the next meeting following the date that the Related Person Transaction comes to the attention of the Chair of the Audit Committee; provided, however, that, the Chair of the Audit Committee may review a Related Person Transaction arising in the time period between meetings of the Audit Committee and approve or disapprove the Related Person Transaction, subject to ratification by the Audit Committee at the next meeting of the Audit Committee, if appropriate. The provisions of the immediately preceding sentence shall not apply, however, in the case of a Related Person Transaction which qualifies as an extension of credit for purposes of Regulation O, and such Related Person Transaction must be reviewed and approved or disapproved in accordance with the requirements of Regulation O.

In addition, any Related Person Transaction previously approved or ratified by the Audit Committee or otherwise already existing that is ongoing in nature shall be reviewed by the Audit Committee annually to ensure that such Related Person Transaction has been conducted in accordance with the previous approval granted by the Audit Committee and that all required disclosures regarding the Related Person Transaction have been made. Any Related Person Transaction previously approved in accordance with the requirements of Regulation O shall be reviewed at least annually to ensure continued compliance with the requirements of Regulation O.

If the Company or any subsidiary of the Company becomes aware of a Related Person Transaction that has not previously been approved under this Policy, the Related Person Transaction shall be promptly reviewed by the Audit Committee. The Audit Committee shall consider all of the relevant facts and circumstances related to the Related Person Transaction, and shall evaluate all options available to the Company or the applicable subsidiary of the Company, including ratification, revision, termination or rescission of the

1 Peoples Bank's Regulation O Policy requires pre-approval by the full Board of Directors for (a) any loan to a director and (b) any extensions of credit over $500,000 (aggregate) to an executive officer. Extensions of credit $500,000 or less to an executive officer are reported to the Board of Directors.

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