Peoples OnLine Connection Agreement

This Agreement, which includes the Fee Schedule and Enrollment Form, is a contract establishing the rules which cover your electronic Internet access to your accounts at Peoples Bank NA ("BANK") through Peoples OnLine Connection ("Peoples OnLine Connection"). By using Peoples OnLine Connection, you accept all the terms and conditions of this Agreement. Please read it carefully.

The terms and conditions of all other agreements, including but not limited to, any deposit, checking, loan, credit or credit card agreements and disclosures for each of your BANK products or services ("Bank Accounts") are hereby incorporated by reference into this Agreement. If there is a conflict between or inconsistency in the terms and conditions of this Agreement and the terms and conditions of any other agreement, this Agreement will control with respect to its subject matter only to the extent of the conflict or inconsistency.

This Agreement is also subject to applicable federal laws and the laws of the State of Ohio (except to the extent this Agreement can and does vary such rules or laws). Regulations of the Board of Governors of the Federal Reserve System, operating circulars of the Federal Reserve Banks, funds transfer system rules applicable to the Bank, and states' laws of mandatory application, if any, are incorporated herein and supersede any inconsistent provision of this Agreement. If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect. The headings in this Agreement are for convenience or reference only and will not govern the interpretation of the provisions. Any waiver (express or implied) by either party of any default or breach of this Agreement must be in writing and shall not constitute a waiver of any other or subsequent default or breach. You may not assign this Agreement. This Agreement is binding upon your heirs and BANK's successors and assigns. Certain of the obligations of the parties pursuant to this Agreement, that by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation or expiration. This Agreement, together with the Enrollment Form and Fee Schedule, constitutes the entire agreement between you and BANK with respect to the subject matter hereof and there are no understandings or agreements relative hereto which are not fully expressed herein. Further, this Agreement, except as otherwise provided, shall be governed and construed in accordance with the local laws of the State of Ohio, without regard to the principles of conflicts of laws. You agree that in any action or proceeding brought by you relating to this Agreement, you will submit and agree to the exclusive jurisdiction and venue of the United States District Court for the Southern District of Ohio, or if such action or proceeding may not be brought in federal court, the exclusive jurisdiction and venue of the Courts of Ohio located in Washington County, Ohio.

Definitions - As used in this Agreement, the words "we", "our", "us" and "BANK" mean Peoples Bank, National Association. "You" and "your" refer to the accountholder authorized by BANK to use Peoples OnLine Connection under this Agreement and anyone else authorized by that accountholder to exercise control over the accountholder's funds through Peoples OnLine Connection. "Account" or "accounts" means your accounts at BANK. "Electronic funds transfers" means ATM withdrawals, preauthorized transactions, point of sale transactions, transfers to and from your BANK accounts using Peoples OnLine Connection including bill payments. "Peoples OnLine Connection Services" means the services provided pursuant to this Agreement, with the exception of Bill Payment Service. "Business days" means Monday through Saturday. Holidays are not included. "Bank Accounts" means all Bank products and services.

Access - To use Peoples OnLine Connection, you must have at least one account at BANK, access to Internet service and an e-mail address. You must have compatible equipment and software which must conform to established standards which may be subject to change, alteration or upgrade. Once we have received your signed Enrollment Form, and verified your account information, we will send you, either by e-mail or by postal mail, confirmation of our acceptance of your enrollment, along with your assigned log-in ID and temporary password. Peoples OnLine Connection can be used to access only the Bank Accounts which you have designated for access in your Enrollment Form. You can add or delete any of your Bank Accounts from this Agreement by completing a new Enrollment Form. We undertake no obligation to monitor transactions through Peoples OnLine Connection to determine that they are made on behalf of the accountholder.

Peoples OnLine Connection Services - You can use Peoples OnLine Connection to check the balance of your BANK accounts, view BANK account histories, transfer funds between your BANK accounts, order checks, make stop payment requests, view checks, change your address, and pay bills from your BANK accounts in the amounts and on the dates you request. The particular services will be specified from time to time and may be modified, decreased or increased without notice. If you and the BANK agree to include wire transfer services and/or ACH services with Peoples OnLine Connection, you agree to enter into additional agreements(s) in the form of the Bank's Master Funds Transfer Agreement and/or the ACH Agreement, or their respective successors.

Hours of Access - You can use Peoples OnLine Connection seven days a week, twenty-four hours a day, although some or all Peoples OnLine Connection services may not be available occasionally due to emergency or scheduled Peoples Online Connection maintenance. We agree to post notice of any extended periods of non-availability on the Peoples OnLine Connection website.

Your Password - For security purposes, you are required to change your password upon your initial login to Peoples OnLine Connection. You determine what password you will use and the identity of your password is not communicated to us. You agree that we are authorized to act on instructions received under your password. You accept responsibility for the confidentiality and security of your password and agree to change your password regularly. Upon three unsuccessful attempts to use your password, your access to Peoples OnLine Connection will be revoked. To re-establish your authorization to use Peoples OnLine Connection, you must contact us to have your password reset or to obtain a new temporary password. We recommend that you create a password that utilizes both upper and lower case alpha and numeric characters for purposes of security. Your password should not be associated with any commonly known personal identification, such as social security numbers, address, date of birth, names of children, and should be memorized rather than written down. Notice of any unauthorized use or any suspected unauthorized use shall be given by you to the Bank as soon as possible by using online@peoplesbancorp.com or by telephone at (800) 374-6123.

Security - You understand the importance of your role in preventing misuse of your accounts through Peoples OnLine Connection and you agree to promptly examine your paper statement for each of your BANK accounts as soon as you receive it. You agree to protect the confidentiality of your account and account number, and your personal identification information, such as your driver's license number and social security number. You understand that personal identification information by itself, or together with information related to your account, may allow unauthorized access to your account. Your password and login ID are intended to provide security against unauthorized entry and access to your accounts. Data transferred via Peoples OnLine Connection is encrypted in an effort to provide transmission security and Peoples OnLine Connection utilizes identification technology to verify that the sender and receiver of Peoples OnLine Connection transmissions can be identified appropriately by each other. Notwithstanding our efforts to insure that the Peoples OnLine Connection is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing BANK Peoples OnLine Connection, or "e-mail" transmitted to and from us, will not be monitored or read by others.

Fees and Charges - You agree to pay the fees and charges for your use of Peoples OnLine Connection Services as set forth in the current Fee Schedule. You agree that all such fees and charges will be deducted from the BANK checking account designated as the "Primary Checking Account" on your Enrollment Form. If you close your Primary Checking Account, you must contact us immediately to designate another account as your Primary Checking Account. You agree to pay any additional reasonable charges for services you request which are not covered by this Agreement. You are also responsible for telephone and Internet service fees you incur in connection with your use of Peoples OnLine Connection. In the sole discretion of the BANK and without any additional authorization or consent from you or prior notice to you, such fees and charges may be assessed and collected by the Bank directly from any of your accounts. You further agree to pay all taxes and governmental assessments now or hereafter applicable to this Agreement or to any of the BANK accounts associated with Peoples OnLine Connection, including, but not limited to, sales, use and excise taxes. Upon request from you, the Bank will provide to you a current copy of the standard fees and charges assessed by Bank regarding Peoples OnLine Connection.

Posting of Transfers - Transfers initiated through Peoples OnLine Connection before 3:00 p.m. (Eastern Standard Time) on a business day are posted to your account the same day. Transfers completed after 3:00 p.m. (Eastern standard time) on a business day, Saturday, Sunday or banking holiday, will be posted on the next business day. Peoples OnLine Connection identifies transfers based upon the login ID of the user who made the electronic transfer. Accordingly, you understand and acknowledge that the View Postings screens in both the Transfer and Bill Payer menu options of Peoples OnLine Connection will not reflect transfers made by multiple users from the same account if different login IDs are used. You agree to communicate with any other persons with authorized access to your accounts concerning any transfers or bill payments from your accounts in order to avoid overdrafts.

Overdrafts (Order of Payments, Transfers, and other Withdrawals) - If your account has insufficient collected funds to perform all electronic fund transfers you have requested for a given business day, then:
       a. Electronic funds transfers involving currency disbursements, like ATM               withdrawals, will have priority;
b. Electronic fund transfers initiated through Peoples OnLine Connection which would result in an overdraft of your account may, at our discretion, be canceled; and
c. In the event the electronic fund transfers initiated through Peoples OnLine Connection which would result in an overdraft of your account are not canceled, overdraft charges may be assessed pursuant to the terms of the deposit agreement for that account.
To secure any advance, or overdraft you hereby grant to the Bank an immediate and continuing security interest in all assets, whenever arising or acquired and whether or not subject to other interests of the Bank, held or accessible by the Bank. You further agree that the Bank may take any actions allowable by this Agreement and law, including, but not limited to, (i) setoff, (ii) realization of available collateral, (iii) draw down of available existing credit lines, (iv) any actions to enforce or obtain any rights or remedies under any Agreement to which the Bank and you are parties and (v) any actions to enforce any rights as a creditor.

Limits on Amounts and Frequency of Peoples OnLine Connection Transactions - The number of transfers from BANK accounts and the amounts which may be transferred are limited pursuant to the terms of the applicable deposit agreement and disclosure for those accounts, as are generally in force from time to time, which we incorporate into this Agreement. If a hold has been placed on deposits made to an account from which you wish to transfer funds, you cannot transfer the portion of the funds held until the hold expires. In addition to the specific account limitations, for security reasons, we may implement limits and/or restrictions on the number or amount of transactions you can make using Peoples OnLine Connection.

Peoples OnLine Connection Bill Payment Service - Peoples OnLine Connection bill payment service is offered by a third party vendor CheckFree and a seperate agreement for that service is required at the time of enrollment.

Stop-Payment Requests -You may initiate stop-payment requests as is usual and customary for your particular account such as by telephone or in person or online via Peoples OnLine Connection only for paper checks you have written (non-electronically) on your BANK accounts (not Peoples OnLine Connection bill payer paper drafts.) OnLine stop-payment requests received before 3:00 p.m. (Eastern Standard Time) are processed on the business day received. Online stop payment requests received after 3:00 p.m. are processed on the following business day. To be effective, this type of stop-payment request must precisely identify the name of the payee, the check number, the amount, and the date of the check. If you make your stop-payment request online or by telephone, we may also require you to put your request in the form of a paper writing and get it to us within 14 days after you call. You will incur stop-payment charges as disclosed in the current fee schedule for the applicable account. Stop-payment charges for Peoples OnLine Connection bill payment paper drafts will be assessed in addition to the stop-payment charges for the applicable account.

Disclosure of Account Information and Transfers - We will NOT sell, transfer or otherwise disclose any confidential information about you to any third party. We will, to the extent not otherwise prohibited by law, disclose information to third parties about your accounts with us as follows: 1. To consumer reporting agencies and other reputable transaction information reporting services; 2. To help complete a transaction you initiate, including information requested to verify the existence or condition of an account;. 3. At your request, which may be oral, in writing, by telephone, electronic or other means we recognize; 4. When disclosure is required by law, such as pursuant to court order, subpoena, legal process or government agency examination or investigation, or to protect or enforce our rights; 5. In response to a request from any bank or other company that is affiliated with us unless you in writing request otherwise; and 6. To companies that perform service for us in connection with your accounts, such as data processing and software companies and collection agencies.

Change in Terms - We may change any term of this Agreement or amend this Agreement at any time. If the change would result in increased fees for any Peoples OnLine Connection service, increased liability for you, fewer types of available electronic fund transfers, or stricter limitations on the frequency or dollar amount of transfers, we agree to give you notice at least 21 days before the effective date of any such change, unless an immediate change is necessary to maintain the security of an account or our electronic fund transfer Peoples Online Connection. We will post any required notice of the change in terms on the Bank's Peoples OnLine Connection website (http://www.online.peoplesbancorp.com), forward it to you by e-mail or by postal mail. If advance notice of the change is not required, and disclosure does not jeopardize the security of the account or our electronic fund transfer peoples online connection, we will notify you of the change in terms within 30 days after the change becomes effective. Your continued use of any or all of the subject Peoples OnLine Connection Services indicates your acceptance of the change in terms. We reserve the right to waive, reduce or reverse charges or fees in individual situations. You acknowledge and agree that changes to fees applicable to specific accounts are governed by the applicable deposit agreements and disclosures.

In Case of Errors or Questions about Your Electronic Transfers, including Bill Payments - Contact us as soon as you can, if you think your paper statement is wrong, or if you need more information about a transfer listed on your paper statement. We must hear from you no later than 60 days after we sent the FIRST paper statement upon which the problem or error appeared. When you contact us at 138 Putnam St. or (740) 374-6123, please provide the following:
(1) Your name and account number.
(2) Describe the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error, or why you need more information.
(3) The dollar amount of the suspected error.
(4) If the suspected error relates to a bill payment made via the Peoples OnLine Connection Bill Payment Service, provide the account number used to pay the bill, payee name, date the payment was sent, payment amount, ID number, and the payee account number for the payment in question. (This information appears on the Bill Payment View Posting Screen.) If you contact us by telephone or by e-mail, we may require that you send us your complaint or question in the form of a paper writing by postal mail or fax within 10 business days. We will communicate to you the results of our investigation within 10 business days after you contact us and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and WE DO NOT receive it in the form of a paper writing within 10 business days, we may not provisionally credit your account. We will send you a written explanation within 3 business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation. If we have made a provisional credit, a corresponding debit will be made from your account.

Liability; Limitations on Liability; Indemnity (a) Except as otherwise required by law, you agree to defend, indemnify and hold Bank, its officers, directors, employees, affiliates and agents harmless against and from all liability, losses, costs, expenses (including without limitation, court costs, litigation expenses, reasonable attorneys fee, indirect, incidental, special, consequential or punitive damages, whether under a contract, tort or any other theory of liability), claims, demand, suits and judgments (collectively "Claims") to the extent the Claims arise out of, relate to or are caused by (i) any act or failure to act by you, your officers, directors, employees, agents and affiliates relating to this Agreement, (ii) your negligence and/or wrongful acts or negligent and/or wrongful acts of your officers, directors, employees, agents and affiliates, and (iii) your breach of any representation and warranty or any other material provision of the Agreement.

(b) Except as otherwise required by law, Bank shall defend, indemnify and hold you and your heirs and assigns harmless against and from all Claims by you or any third parties to the extent the Claims arise out of, relate to or are caused by (i) grossly negligent or illegal act(s) or failures to act of BANK, its officers, directors, employees, agents and affiliates, and (ii) the breach of any representation or warranty or any other material provision of this Agreement by Bank.

(c) You agree to hold BANK, its officers, directors, employees, agents and affiliates harmless from all Claims by you or any third parties to the extent the Claims arise out of, relate to or are caused by (i) the performance or nonperformance of the Services by BANK or any other actions or failures to act on the part of BANK pursuant to the Agreement (unless BANK acted or failed to act in a manner which was illegal or grossly negligent and such illegal act(s) or gross negligence was the direct cause of the Claim) and (ii) without limiting the general application of clause (i) of this Section, any failure to act or any delay in acting on the part of the Bank if such failure to act or delay is caused by legal constraint, war, acts of God, emergency conditions or other circumstances beyond control of BANK.

(d) Without limiting the general application of paragraphs (a), (b), and (c) of this Section and except as otherwise required by applicable law, you agree that neither BANK nor any other party in contract with BANK that provides any Equipment, the Program or any Program documentation used in connection with the service being provided under this Agreement, nor any agent, independent contractor or subcontractor of any of the foregoing ("Service Providers"), will be liable for any Claims resulting in any way out of the installation, use or maintenance of that Equipment, the Program and any Program documentation, including without limitation any loss, injury or damage relating to any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, line failure or unauthorized interception or access to your communications with BANK, even if Bank and/or Service Providers are aware of the possibility of such events and whether any Claim is based on theories of contract, tort, or otherwise.

Our Liability for Failure to Make a Transfer - If we do not complete a transfer to or from your account, including a bill payment, on time or in the correct amount, according to our agreement with you when you have properly instructed us to do so, we will be liable to you for your losses or damages caused as a result. However, there are some exceptions. We will NOT be liable, for instance:
(1) If, through no fault of ours, you do not have enough money in your account to make a transfer. (2) If a legal order directs us to prohibit withdrawals from the account.
(3) If your account is closed, or if it has been frozen.
(4) If the transfer would cause your balance to go over the credit limit of an established line of credit or the credit limit for any credit arrangement set up to cover overdrafts.
(5) If you, or anyone authorized by you, commits any fraud or violates any law or regulation.
(6) If any electronic terminal, telecommunication device, or any part of the Peoples OnLine Connection electronic fund transfer Peoples Online Connection is not working properly and you knew about the problem when you started the transfer.
(7) If you have not provided us with complete and correct payment information for the Bill Payment Service, including, without limitation, the name, address, your payee-assigned account number, payment date, and payment amount for the payee on a bill payment.
(8) If you have not properly followed the on-screen instructions for using Peoples OnLine Connection.
(9) If circumstances beyond our control (such as fire, flood, interruption in telephone service or other communication lines) prevent the transfer, despite reasonable precautions that we have taken.

Your Liability for Unauthorized Transfers - CONTACT US AT ONCE if you believe your password has been lost, stolen, used without your authorization, or otherwise compromised, or if someone has transferred or may transfer money from your accounts without your permission. An immediate telephone call to us is the best way to reduce any possible losses. You could lose all the money in your accounts (plus your maximum overdraft line of credit, if any). If you contact us within 2 business days after you learn of the loss, theft, compromise, or unauthorized use of you password, you can lose no more than $50 if someone used your password without your permission.

If you do NOT contact us within 2 business days after you learn of the loss, theft, compromise, or unauthorized use of your password, and we can prove we could have stopped someone from using your password to access your accounts without your permission if you had told us, you could lose as much as $500.

Also, if your paper statement shows transfers that you did not make, contact us at once. If you do not tell us within 60 days after the paper statement was mailed to you, you may not get back any money you lost through transactions made after the 60 day time period if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from contacting us, we will extend the time periods. You may contact us by phone at 1-800-374-6123, or notify us in writing at Peoples Bank, 138 Putnam St. Marietta, OH 45750.

Disclaimer of Warranty and Limitation of Liability - We do not, in this Agreement or any associated software, document, training materials, or other communication, make any warranties, express or implied, of any kind including, but not limited to, warranties of quality, accuracy, merchantability or fitness for a particular purpose with respect to Peoples Online Connection and we do not make any warranties that Peoples Online Connection will meet any specific requirements you may have, or be fit for any particular purpose. Should you assert any claim for or arising from any defect or breach in connection with the program, whether for incidental, consequential, direct or indirect damages, or in tort, your sole remedy, and our sole obligation, in respect thereof will be repair or replacement of the defect, if then reasonably available to us, or cancellation of this Agreement in accordance with its terms.

Your Right to Terminate - You may cancel your Peoples OnLine Connection service at any time by providing us with written notice by postal mail or fax. Your access to Peoples OnLine Connection will be suspended within 3 business days of our receipt of your instructions to cancel the service. You will remain responsible for all outstanding fees and charges incurred prior to the date of cancellation.

Our Right to Terminate - You agree that we can terminate or limit your access to Services for any of the following reasons: 1. Without prior notice, if you have insufficient funds in any one of your BANK accounts. Peoples OnLine Connection service may be reinstated, in our sole discretion, once sufficient funds are available to cover any fees, pending transfers, and debits;
2. Upon 3 business days notice, if you do not contact us to designate a new Primary Checking Account immediately after you close your Primary Checking Account; and
3. Upon reasonable notice, for any other reason in our sole discretion.

Communications between BANK and You - Unless this Agreement provides otherwise, you can communicate with us in any one of the following ways:

E-mail -You can contact us by e-mail at online@peoplesbancorp.com. (Please note that banking transactions through Peoples OnLine Connection are not made via e-mail.)
Telephone - You can contact us by telephone at 1-800-374-6123
Facsimile - You can contact us by fax at 740-374-2020
Postal Mail - You can write to us at: Peoples Bank NA P.O. Box 738 Marietta, OH 45750

Consent to Electronic Delivery of Notices - You agree that any notice or other type of communication provided to you pursuant to the terms of this Agreement, and any future disclosures required by law, including electronic fund transfer disclosures, may be made electronically by posting the notice on the BANK web site, Peoples OnLine Connection or by e-mail. You agree to notify us immediately of any change in your e-mail address.