EX-24.1 4 march2014forms-4exhibit241.htm EXHIBIT 24.1 March 2014 Form S-4 Exhibit 24.1 Amended


EXHIBIT 24.1



POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.


 
/s/
TARA M. ABRAHAM
 
 
 
[Signature]
 
 
 
 
 
 
 
Tara M. Abraham
 
 
 
[Printed Name]
 







POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
CARL BAKER, JR.
 
 
 
[Signature]
 
 
 
 
 
 
 
Carl Baker, Jr.
 
 
 
[Printed Name]
 










POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
GEORGE W. BROUGHTON
 
 
 
[Signature]
 
 
 
 
 
 
 
George W. Broughton
 
 
 
[Printed Name]
 









POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
RICHARD FERGUSON
 
 
 
[Signature]
 
 
 
 
 
 
 
Richard Ferguson
 
 
 
[Printed Name]
 









POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
JAMES S. HUGGINS
 
 
 
[Signature]
 
 
 
 
 
 
 
James S. Huggins
 
 
 
[Printed Name]
 









POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
BRENDA F. JONES, M.D.
 
 
 
[Signature]
 
 
 
 
 
 
 
Brenda F. Jones, M.D.
 
 
 
[Printed Name]
 










POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
DAVID L. MEAD
 
 
 
[Signature]
 
 
 
 
 
 
 
David L. Mead
 
 
 
[Printed Name]
 









POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
SUSAN D. RECTOR
 
 
 
[Signature]
 
 
 
 
 
 
 
Susan D. Rector
 
 
 
[Printed Name]
 










POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of March, 2014.

 
/s/
THEODORE P. SAUBER
 
 
 
[Signature]
 
 
 
 
 
 
 
Theodore P. Sauber
 
 
 
[Printed Name]
 






POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of PEOPLES BANCORP INC., an Ohio corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common shares for offering and sale pursuant to the Agreement and Plan of Merger dated January 21, 2014 between the Corporation and Midwest Bancshares, Inc. to be offered or sold pursuant thereto, hereby constitutes and appoints Charles W. Sulerzyski and Edward G. Sloane, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and The NASDAQ Stock Market, granting unto said attorney-in-fact and agent, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of February, 2014.

 
/s/
THOMAS J. WOLF
 
 
 
[Signature]
 
 
 
 
 
 
 
Thomas J. Wolf
 
 
 
[Printed Name]