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MERIDIAN BANCORP, PEOPLES BANCORP ANNOUNCE LETTER OF INTENT FOR ACQUISITION

 MERIDIAN BANCORP, PEOPLES BANCORP
 ANNOUNCE LETTER OF INTENT FOR ACQUISITION
 READING, Pa., March 25 /PRNewswire/ -- Reading-based Meridian Bancorp, Inc. (NASDAQ: MRDN) and Lebanon, Pa.-based Peoples Bancorp, Inc. today jointly announced the signing of a letter of intent, approved by both boards, for Meridian to acquire Peoples in a stock-for-stock exchange subject to the negotiation of a definitive agreement and regulatory approvals.
 Under the terms of the letter of intent, Meridian Bancorp would exchange one share of Meridian common stock for each outstanding share of Peoples Bancorp common stock, according to Samuel A. McCullough, Meridian's chairman and chief executive officer, and Roy J. McMindes, Peoples chairman. The exchange rate may be adjusted in a range from .9 to 1.1 share of Meridian common stock based upon price movements in Meridian's stock.
 McCullough characterized this transaction as being "consistent with Meridian's acquisition strategy of pursuing in-market opportunities, with low-risk profiles, which will favorably impact our company's earnings."
 The base exchange rate of 1 to 1 will be adjusted proportionately, as of the closing of the transaction, to reflect changes in Meridian's stock price from a base price of $25-7/8 per share. The value of the transaction would be $22 million or 187 percent of the book value of Peoples Bancorp's approximately 846,000 shares. Peoples has approximately 800 shareholders of record.
 The transaction will be accounted for as a pooling of interests for financial accounting purposes. The exchange of Peoples common stock for Meridian common stock will be tax-free for Peoples shareholders.
 Meridian and Peoples said they intend to enter into a definitive merger agreement as soon as possible but not later than April 3, 1992, after Meridian's satisfactory completion of its due diligence review currently in process at Peoples.
 Peoples Bancorp is the one-bank holding company for Peoples National Bank of Lebanon, founded in 1894, with four branches in Lebanon County, two in Lebanon and one each in Schaefferstown and Palmyra. At year-end 1991, Peoples reported $143 million in assets and $129 million in deposits.
 McMindes said, "The pressures bearing upon the independence of a banking institution of our size in today's environment are significant. I'm happy that we are affiliating with Meridian, because it has never forgotten its heritage as a community bank, despite its impressive growth over the last four decades."
 McCullough said, "Peoples represents a strong banking franchise to extend Meridian Bank's successful community banking philosophy in Lebanon County." As a result of the acquisition, Meridian will obtain the No. 1 market share position in Lebanon County with approximately 30 percent of the county's banking deposits.
 Meridian, through its predecessor American Bank, first entered Lebanon County in September of 1967 with the acquisition of the former Myerstown Bank and Trust Company. Meridian Bank currently has banking branches in Lebanon County at the following locations: 22nd and Cumberland streets in Lebanon; 115 West Main St. in Campbelltown; 840 E. Main St. in Palmyra; 2 East Main St. in Palmyra; and 180 West Lincoln Ave. in Myerstown.
 Meridian's announcement of the Peoples transaction closely follows its March 20 acquisition of the former Bell Federal Savings Bank from the Resolution Trust Corporation and its Feb. 3 agreement to acquire Liberty Savings Bank from Equimark Corp. (NYSE: EQK) of Pittsburgh.
 /delval/
 -0- 3/25/92
 /CONTACT: George E. Biechler, 215-655-2470, or Cathy Souders, 215-655-2463, both of Meridian Bancorp; or James Smith of Peoples Bancorp, 717-274-2571/
 (MRDN EQK) CO: Meridian Bancorp, Inc.; Peoples Bancorp, Inc. ST: Pennsylvania IN: FIN SU: TNM


JS -- PH003 -- 1395 03/25/92 09:07 EST
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Date:Mar 25, 1992
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