

                            Exhibit 10(b)
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                           AMENDMENT NO. 1
                           ---------------
                                 TO
                          PEOPLES BANCORP INC.
               DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                 OF
                 PEOPLES BANCORP INC. AND SUBSIDIARIES
                 -------------------------------------


Section 1.  BACKGROUND
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        Effective January  1, 1991, Peoples Bancorp Inc. (the "Corporation")
established a deferred compensation plan to provide directors of the
Corporation and its subsidiaries with an opportunity to defer compensation
otherwise payable to them from the Corporation and/or its subsidiaries.
Effective January  2, 1998, the Corporation amended and restated the deferred
compensation plan to incorporate certain changes in its provisions, including
the types of funds in which the deferred compensation allocated to the
participants' accounts may be invested.

        At the July  23, 1998 meeting, the Emerging Issues Task Force (the
"EITF") reached a consensus (the "Consensus") on Issue No.  9714, Accounting
for Deferred Compensation Arrangements Where Amounts Earned Are Held in a
Rabbi Trust and Invested, regarding the accounting treatment for deferred
compensation arrangements where amounts earned by an employee are invested
in the employer's stock that is placed in a "Rabbi Trust" (i.e., an
irrevocable grantor trust) and the EITF concluded that companies must adopt
the Consensus as of September  30, 1998.  In recognition of the Consensus,
the Board of Directors of the Corporation has determined that it is in the
best interests of the Corporation and the participants in the Peoples Bancorp
Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries (the "Directors' Plan") that the Directors' Plan be amended,
effective as of January  2, 1998, to provide that amounts allocated to a
participant's Stock Account may be distributed only in the form of common
shares of the Corporation.

Section 2.  AMENDMENT Of SECTION 5.B.  
-------------------------------------
        Section 5.B of the Directors' Plan is hereby amended, effective as of
January  2, 1998, to read as follows:

        B.  Method of Distribution.  A Participant's Deferred Compensation
            Account shall be distributed to the Participant either in a
            single lump sum payment or in equal annual installments over a
            period of not more than five (5) years.  To the extent that a
            Deferred Compensation Account is distributed in installment
            payments, the undisbursed portions of such account shall continue
            to be credited with Additions in accordance with the applicable
            provisions of Section  4.D.  The method of distribution (lump sum
            or installments) shall be elected by the Participant prior to the
            date on which he ceases to be a Director.  In the absence of any
            election, a Participant's Deferred Compensation Account shall be
            paid in installments over a period of five (5) years.  Cash
            Accounts shall be distributed in cash.  Stock Accounts shall be
            distributed in Common Shares.


Section 3.  AMENDED SECTION 5.B TO CONTROL.  
-------------------------------------------
        To the extent that the provisions of Section  5.B of the Directors'
Plan, as amended herein, and the provisions of any other section of the
Directors' Plan or any Rabbi Trust Agreement entered into by the Corporation
in connection with the Directors' Plan are inconsistent, the provisions of
said amended Section  5.B of the Directors' Plan shall control.

        IN WITNESS WHEREOF, this Amendment No.  1 has been executed by Robert
        E. Evans, President and Chief Executive Officer of Peoples Bancorp
        Inc., to be effective as of January  2, 1998.
							
                                /s/ ROBERT E. EVANS
                                    Robert E. Evans
                                    President and Chief Executive Officer


