Good morning, and welcome to Peoples Bancorp’s conference call. My name is Ryan and I’ll be your conference facilitator today. Today’s call will cover Peoples Bancorp’s discussion and results of operations for the quarter ended March 31, 2009. Please be advised, all lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer period. (Operator Instructions) Please be advised that the commentary in this call may contain projections and other forward-looking statements regarding future events or Peoples Bancorp’s future financial performance. 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 including, but not limited to, the interest rate environment, the effect of federal and/or state banking, insurance and tax regulations. The effect of technological changes, the effect of economic changes, the impact of competitive products and pricing, and other risks detailed in Peoples Bancorp’s Securities and Exchange Commission filings. Although management believes that the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management’s knowledge of Peoples’ business and operations, it is possible that actual results may differ materially from these projections. Peoples Bancorp disclaims any responsibility to update these forward-looking statements. Peoples Bancorp first quarter 2009 earnings release was issued this morning and is available at www.peoplesbancorp.com. This call will include about 15 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 www.peoplesbancorp.com. Peoples Bancorp participants in today’s call will be Mark Bradley, President and Chief Executive Officer; and Ed Sloane, Chief Financial Officer and Treasurer. Both will be available for questions following opening statements. Mr. Bradley, you may begin your conference.

Thank you. Good morning and welcome to Peoples Bancorp’s conference call. Today Peoples Bancorp reported first quarter 2009 net income of $4.2 million, compared to $5.6 million earned in the first quarter of 2008. Diluted earnings per common share were $0.37 and $0.55 for the first quarter of 2009 and 2008 respectively, which include the impact of preferred dividends on net income available to common shareholders. The difference in net income was mostly due to higher provision for loan losses was more than offset growth in net interest income. Although, earnings were down compared to the same period last year, the quarter was highlighted by modest improvements in asset quality, increased net interest income and margin, strong deposit growth and good operating efficiency. These reasons along with capital being strengthened, we are pleased with our first quarter results considering the challenging economic environment. First quarter EPS was the highest level of the past four quarters and many fundamental indicators show improvement. Asset quality continues to be a top focus for Peoples Bancorp, we saw some stabilization, as no significant new loans move to nonperforming status during the first quarter and our nonperforming loan balance reduced by $3 million to $39 million at March 31. The reduction was due mainly to charge-offs of loans that had been placed on non-accrual status in the past 12 months. At March 31, our total nonperforming assets to total assets ratio stood at 1.89% which is down from 2.09% at December 31, but is still much higher than we would like to see. We remained focused on reducing our nonperforming assets in 2009. We also continue to build our allowance for loan losses during the first quarter primarily due to elevated levels of charge-offs in recent quarters coupled with the continued distressed economic conditions. Charge-off…

Thanks Mark. The first quarter showed positive fundamentals for us in terms of deposit growth and net interest income expansion. We normally see some cyclical increases in our deposit balances during the first quarter of each year, but we were pleasantly surprised with retail deposit growth in the first quarter. Retail deposits, which exclude brokered CDs, were up $74 million during the quarter, which is just under 6% growth. The largest driver of this growth was a $29 million increase in our public funds checking balances, which normally build in the first quarter of the year, as property tax revenues flow into many of our local governmental customers, but in addition we also had strong gains in our more core non interest bearing checking, savings and money markets. All of this growth in deposits along with the receipt of the TARP Capital, allowed us to continue progressing on one of our main strategic balance sheet goals, which is to reduce reliance on wholesale funding. Brokered CD balances decreased by $19 million during the quarter and we paid down our total borrowings by $44 million. Looking ahead, we plan on continuing to pay down higher rate wholesale funding throughout 2009, as opportunities are provided by maturities, which should result in around $50 million of de-leveraging of the balance sheet and cause net interest income to moderate slightly for the remainder of 2009. On the other side of the balance sheet, we had an increase of short term assets during the first quarter due to the influx of funds, with limited opportunities for attractive long term asset investments. First quarter loan growth was flat. We had steady production, but experienced an increase in payoffs. We sold the majority of our one-to-four family real estate loan production to the secondary market causing a…

Thanks Ed. Our first quarter is a solid start to 2009, but we don’t think we are out of the wood yet when it comes to a challenging operating environment, sluggish economic conditions with unemployment going higher and businesses contracting during recessionary times, plus an uncertain regulatory environment. However, in the first quarter, we were able to substantially grow deposits, enhance net interest income and margin, plus allude aware of nonperforming loans. We were bolstered by the fact that we did not have any significant additions to nonperforming assets during the quarter and loan delinquencies especially on the consumer side remain at low levels compared to previous years and therefore very acceptable levels considering the current economy. We continue to pursue resolutions on our problem loan. I believe that we have started to do some good work to get our balance sheet position for a time when interest rates begin to rise and we think they will, but we just don’t know when. Also while many others in the financial services industry were cutting their shareholder dividend, Peoples’ maintained its dividend to common shareholders of $0.23 per share which our earnings in the first quarter supported. The addition of the TARP Capital at the end of January added to our already healthy capital position and enhances our ability to weather the storm of the current credit cycle. This “insurance” does come with the price tag though, and we will continually analyze the cost and benefit of the TARP program as time goes by. It is conceivable that if we remain in a strong capital position, we would consider paying back TARP faster than the three to five year period we initially plan to hold onto the capital. While our discomfort has increased due to surprises and changes to the rules…

(Operator Instructions) Your first question comes from Daniel Arnold - Sandler O’Neill. Daniel Arnold - Sandler O’Neill: Just a couple of quick questions here; first on the credit front, this is obviously for me the highlight of the quarter. A little different than what I have been seeing from some of the other companies out there. I just wanted to see just generally why you think you guys are seeing the decline in NPA’s when most people are seeing increases here. Then just kind of broadly speaking, as you guys look forward and you look at your watch list and credits, so you guys are looking at that might be trouble. How do you see that going forward?

Well, you’re breaking up a little bit there Dan, but I’ll try to address it. Obviously we didn’t have any new large loans or really any loans go on to the nonperforming list in the first quarter, that doesn’t mean that we don’t have two or three or four loans that we are still concerned about. I think the good news is that we saw some stabilization in the first quarter and the other piece of good news is, we are still seeing consumer loans meaning, mortgage and loans individuals performing very well from the delinquency perspective. However, with the economy the way it is, that’s still a concern for us as the year plays out. So, maybe we were a little early to the nonperforming party last year, but there are still some loans out there that we’re looking at and that are millions of dollars on that list, but we are always looking at different loans. We didn’t see much degradation in the first quarter. Daniel Arnold - Sandler O’Neill: What did the watch list do from the fourth quarter?

Was your question about the watch list? Daniel Arnold - Sandler O’Neill: Yes.

Trying to find my paperwork. Really not much change from the end of the fourth quarter. We did have a significant loan upgrade, but it was offset by a couple of downgrades. So the net impact was fairly flat, but again as we look at our numbers we had several quarters in a row where non-performers were growing. So, I think our first step was to get some stabilization, which we saw in the first quarter. Daniel Arnold - Sandler O’Neill: Then just moving to the capital front, I know you guys talked a little bit about repaying TARP there. Do you have any sort of timeframe that you guys are looking at with respect to that?

I’ll let Ed to tackle that one.

Yes, it’s just something that we certainly have been talking about here as you can tell and we commented in the conference during our prepared items that we’re looking at timeframe sooner than the three to five years, which was originally projected. Certainly, we’re going to be taking a look at the next few quarters here to make that determination. As we are just talking about this stability in asset quality being able to build our capital, our capital ratio stability and earnings, those type of things mean enough a lot to us in terms of making that decision. So, it will be a prudent decision, it will be based on how the balance sheet and earning performance occurs over the next several quarters.

We kind of live quarter-to-quarter on this one Dan, one quarter is not a trend to make, but certainly we’re not paying it off in the next three months. We need to see a little more stabilization in the entire economy before we look at paying back fairly or an inexpensive source of capital. For 2009, I think it’s safe to say that we don’t book for a while, but the rules and regulations were changing seemingly every week, that has stopped a little bit, but we will always monitor that situation. We do believe we have a strong capital position, but we also know we’re going to hold on for the several months. Daniel Arnold - Sandler O’Neill: Then just lastly, it looks like the margin and I think you guys gave guidance in the mid 330 range last quarter, it looks like it came in pretty significantly above that and say probably due to some strong deposit growth there? It looks like some of that might be coming also books in the second quarter rather as some of these government funds leave. Would you expect the margin to be down a little bit going forward?

This is Ed, Dan. Really, as it relates to margin forecast here going through the year somewhat flat really in the second quarter and then moderating a bit from there. Yes, I think that we did try to make a note of that in the press release and then in our prepared comments that we should see some fluctuation in our deposit balances. That being said, we also have a balance sheet strategy in place to do some deleveraging. So, we do plan on reducing our level of wholesale borrowing dependence as we go through the year, and also be able to bring down our investment securities portfolio some. So we would expect to see some moderation of net interest margin as a result of that as well. Those wholesale borrowings that I mentioned though, are relatively high cost. They sit up over the 5% mark as they come off so, some of that’s going to be neutral to earnings, so some moderation in net interest margin. Daniel Arnold - Sandler O’Neill: I mean, you mentioned also that securities are going to be coming down and it looks like you are going to have some loan payoff. Are you guys looking to shrink the balance sheet a little bit here?

Well, that’s a probably stronger word than we would use around here. I think it’s going to be on wholesale funding side and obviously we see loan payoffs we’ll look to investments as the way to keep earning assets at a certain level. Those loans paying off are not guarantees. Keep in mind we are also shipping a lot to Fannie Mae right now on the mortgage side. So, I don’t think we are going to shrink the balance sheet. I think it will moderate a little bit, but I don’t think it will be material. I guess what I am trying to say is, I don’t see a lot of balance sheet growth from where we sit right now.

Your next question comes from Bernard Horn - Polaris Capital.

Hi, good morning. Some of my questions were answered, but I have a couple of others. On the FDIC premiums, did you have a credit in the ‘07 line for that and could you just maybe talk about or just disclose the rate that you are paying on the FDIC insurance there?

Yes, the rate that we are paying on the FDIC insurance is between $0.14 and $0.15 or basis points. The other comment that you made about credit…

Yes, some banks have had a credit in...

We had a onetime credit that expired in the fourth quarter of last year and so that certainly will have an impact on FDIC insurance for the coming year for 2009. As an example, we had in the first quarter about $480,000 in FDIC insurance assessments. That compares to about $30,000 from the prior year first quarter. So, we were up about $450,000 and actually it represents about half of our operating expense increase in the first quarter.

Yes, it’s definitely taking out a lot. So was that the $30,000 from last year’s first quarter? Was that net of any credit?

That would be correct. Yes.

So, what was the gross amount? Just tell me if ‘09 is going to be 14 to 15 basis points, what was it in ‘08, gross?

I think it was around 10 basis points. I’m not exactly sure on that.

Okay and the special assessment for this Q2, is that going to be another 10?

Well, it’s undecided at this point. We’ve heard a range of six basis points up to 20. So, not exactly sure, we are planning it at about 10 basis points, but we are not sure on that.

Then on the ALCO, just another follow-up question to the prior discussion, I guess the only issue on the net interest income, it that seems that the net interest margin improved because it look like you took some of the TARP money plus the government’s funding, but a lot of it was the TARP money that was used or you could argue that, it allowed you to pay down some of the higher cost borrowings. But in your average balance sheet, obviously you get a reduction in the cost of funds, but you don’t show the preferred dividends on that sheet either. I know it’s probably not called for because it comes, it doesn’t tie into interest income. On the other hand it is at effective source of funds that you are paying. Then you probably should tax effect to 5% to after tax that you’re paying right?

Yes, we’re following accounting rules on that. I think, I know where you are headed. This is Mark. Yes, we did pay down overnight borrowings. The day we received the $39 million, but those are very, very cheap overnight. So, it’s not likely reduced 5% costs of funds on the long end, but we received $39 million in cash and you’re right the cost of that $39 million does not flow through the calculation of net interest income. It is the preferred dividend.

So, if you were to tax effect that like you would in other parts of the average balance sheet calculation, it would actually wind up being a much higher cost of funds and then you not of course even putting in the dilution according to the warrants. My other question was if you would have to repay the TARP. I’m not sure if I saw in the disclosure as to what you’d have to pay to get the warrants back, so that you could repay or cancel out that dilution that the results in?

Yes, the warrants can go back at fair value, they can be unwound. The only impact that you have from what I understand on the accounting side of it, in terms of earnings, you can unwind everything through equity except the discount that you have on your preferred stock. That discount which is essentially the unamortized warrants value represents the amount that flows through preferred dividends whenever you return it. So that’s the impact that it has on earnings. Everything else can be unwound through equity.

When you say fair value is that just use an option pricing formula to compute the value of the warrants?

Correct, we use the latest approach for that.

Do you have any figure on what that would be to sort of repay them now? Or is that part of that calculation that you were just referring to?

No, as Mark had indicated earlier, it’s based on really what the accounting rules are and we will follow the accounting practice.

I guess I could follow with that later. Then you were talking about some pay downs on the commercial, any of that related to the nonperforming loans on the commercial side that you are --?

We would certainly hope so. We don’t expect, we know of one loan that is going to auction in the next three months, but I think the other ones will be longer than that. The loans I was referring to earlier, this is Mark are performing loans.

Your next question comes from Daniel Cardenas - Howe Barnes.

Most of my questions have been answered. Just a couple of quick, just going back to the TARP. How much of that, if any has been sent down to the subs?

Dan could you repeat, you’re breaking up there?

How much of the TARP money, your TARP funds, if any has been sent down to the sub bank?

Approximately half of the funds. We had $39 million in TARP funds come in and that would have been at January 30. $18 million would have been injected into the bank. The remaining $19 just sits on reserve at the parent company.

Or does it does it deposit at the bank level?

Yes, it’s capital at the bank.

I know you’re talking about deleveraging the balance sheet, but any thoughts of leveraging up the TARP Capital?

This is Mark. We have discussed that Dan. As you know, we have a pretty good size chunk of investments already. With the changing rules and regulations, the changing landscape, the stigma attached to TARP I think we’d rather stay fairly short, so we can be flexible. But we have discussed that and all we’ve done is really look at the $39 million and look at using those funds for loan growth as opportunities are presented.

Then looking at your loan portfolio, I did notice your construction loans dropped fairly substantially on a sequential quarter basis. Is that a trend we can continue to see in the next couple of quarters?

My guess Dan, I’ll let Ed talk about that, is that if those are just loans moving to a different category. So, they are just loans that we were in construction phase that are now CRE. So, we don’t anticipate any major changes in that category.

And then you said watch list trends were relatively stable on a sequential quarter basis. What where the bulk in terms of your portfolio segments? What where the bulk of the 30 to 89 days loans housed?

The bulk would still be in the commercial portfolio, not on the consumer side. The bulk would be a mix of CRE and manufacturing type of commercial enterprises. They’re not specific to one industry.

Okay and then looking at your income statement. The tax rate we saw this quarter, is that a good run rate to use for the rest of the year?

Yes, it is. It’s what our planned rate was and we haven’t really changed that. It should be in the area of 22.5% to 23%.

Our final question comes from Bernard Horn - Polaris Capital.

Just a follow-up on the government deposits related to taxes that you referred to earlier. What’s the sense that you have as to how those behave for the rest of the year, and again what’s likely to happen if they reduce and how you are going to respond to that from an ALCO point of view?

We do expect those government deposit balances to drop off in the second quarter and then they slowly build through the remainder of the year. With the level of liquidity that we have on the balance sheet, we should be able to address that at least from our balance sheet management standpoint.

About how much are they?

Well, I’d say just the lift. I think this is getting a little more press time than normal. This is what happens every year with us. I think we’re trying to say, there is some deposit growth that won’t be there at the end of the second quarter. I would say the lift in the first quarter is probably $10 million to $20 million. So, it’s not a huge number that we can’t overcome and again, we’ve done this for years.

No, I just didn’t know if it was something more significant than that, but doesn’t sound like it is very significant.

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

This is Mark. I just want to thank everyone for participating. Please remember that our earnings release and webcast of the call will be archived on www.peoplesbancorp.com under the Investor Relations section. Thanks for your time.