                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
the 30TH DAY of APRIL, 2004, by and among Putnam Agency, Inc., a Kentucky
corporation ("Putnam"); Thomas G. Chaffin, Dana N. Conley, Charles R. Lowe,
Clarence C. Massey, Laura A. Morris, Thomas C. Phipps, Donald H. Putnam, Jr. and
Donald H. Putnam, Jr. Trustee U/A DTD May 7, 1993, FBO Donald H. Putnam, Jr.
Revocable Trust and Erland P. Stevens, Jr., referred to hereinafter collectively
as the "Putnam Shareholders" and individually as a "Putnam Shareholder"; and
Peoples Bancorp Inc., an Ohio corporation ("Peoples").


                                    RECITALS

         WHEREAS, pursuant to the Asset Purchase Agreement dated April 7, 2004
(the "Asset Purchase Agreement"), by and among Putnam, the Putnam Shareholders,
Peoples and Peoples Insurance Agency, Inc., an Ohio corporation ("PIAI"), PIAI
has acquired all of the assets and certain of the liabilities of Putnam (the
"Transaction");

         WHEREAS, the obligations of the parties in the Asset Purchase Agreement
are conditioned upon the execution and delivery of this Agreement; and

         WHEREAS, in connection with the consummation of the Transaction, the
parties desire to enter into this Agreement in order to grant registration and
other rights to Putnam and the Putnam Shareholders with respect to common
shares, without par value, of Peoples ("Peoples Shares") as described herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. GENERAL.

          1.1  Definitions.  Unless  otherwise  defined herein,  as used in this
     Agreement,   the  following  terms  shall  have  the  following  respective
     meanings:

               (a) "Exchange Act" means the Securities Exchange Act of 1934, as
          amended.

               (b) "Holder" means a person owning of record, or such person's
          assignee, Registrable Securities that have not been sold to the public
          and who does not notify Peoples in writing within ten (10) days of the
          date hereof that such person does not wish such person's Registrable
          Securities to be included in the Registrable Securities covered by the
          Registration Statement.

               (c) "Prospectus" means the prospectus included in the
          Registration Statement with respect to the terms of the offering of
          the Registrable Securities covered by the Registration Statement, and
          all amendments and supplements thereto, including any and all exhibits
          and annexes thereto and any information incorporated by reference
          therein.

               (d) "Registrable Securities" means the number of Peoples Shares
          received by Putnam upon consummation of the Transaction and any
          Peoples Shares issued in respect thereof as the result of any
          installment, adjustment, recapitalization, reorganization, stock
          split, stock dividend or other change in Peoples' capital structure,
          but excluding those shares of the Peoples Shares that have been (i)
          registered under an effective registration statement under the
          Securities Act and disposed of in accordance with such registration
          statement and the Securities Act, or (ii) distributed to the public in
          accordance with Rule 144 under the Securities Act, as such rule may be
          amended from time to time, or any successor rule or regulation ("Rule
          144").

               (e) "Rules" shall mean the rules and regulations promulgated by
          the SEC under the Securities Act or under the Exchange Act.

               (f) "Registration Statement" means a registration statement of
          the Peoples covering all of the Registrable Securities on Form S-3 or
          another appropriate form under Rule 415 under the Securities Act, or
          any similar Rule adopted by the SEC relating to the offer and sale of
          the Registrable Securities by the Holders from time to time in
          accordance with the methods of distribution elected by such Holders
          and set forth in such Registration Statement, including any amendments
          and supplements to such registration statement, including
          post-effective amendments (in each case including the Prospectus
          contained therein), all exhibits thereto and all material incorporated
          by reference therein.

               (g) "SEC" means the Securities and Exchange Commission.

               (h) "Securities Act" shall mean the Securities Act of 1933, as
          amended.

         Capitalized terms used, but not defined, herein shall have the meanings
set forth in the Asset Purchase Agreement.

Section 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

     2.1 Registration Procedures and Expenses.

          (a) Peoples shall:

               (i) subject to receipt of  information  from the Holders  that is
          both customary and necessary,  use commercially  reasonable efforts to
          file the  Registration  Statement  with the SEC as soon as practicable
          following the Closing Date, but in no event later than forty-five (45)
          days following the Closing Date (the date of such filing with the SEC,
          the "Filing Date");

               (ii) not less than five (5) business  days prior to the filing of
          the Registration Statement with the SEC, furnish to the Holders and to
          counsel  for the  Holders,  a copy of the  Registration  Statement  as
          proposed to be filed and  Peoples  shall use  commercially  reasonably
          efforts to reflect in the Registration Statement,  when filed with the
          SEC,  such  comments  as the  Holders  and  their  counsel  reasonably
          propose;

               (iii) not less than five (5) business days prior to the filing
          thereof with the SEC, furnish to the Holders and to counsel for the
          Holders, a copy of each amendment to the Registration Statement, and
          each amendment or supplement, if any, to the Prospectus, and Peoples
          shall use commercially reasonably efforts to reflect in each such
          document, when filed with the SEC, such comments as the Holders and
          their counsel reasonably propose;

               (iv) use its commercially reasonable efforts, subject to receipt
          of necessary information from the Holders, as reasonably determined
          upon consultation with counsel to Peoples, to cause the Registration
          Statement to become effective as soon as practicable after the Filing
          Date, but in no event later than 60 days following the Filing Date,
          unless under review by the SEC (the "Effective Date");

               (v) use its commercially reasonable efforts to keep the
          Registration Statement continuously effective under the Securities
          Act, and prepare and file with the SEC such amendments to the
          Registration Statement and amendments and supplements to the
          Prospectus required by the Securities Act in order to permit the
          Holders to use the Prospectus forming part of the Registration
          Statement until the earlier of (i) the second anniversary of the
          Closing Date or (ii) the date on which all of the Registrable
          Securities covered by the Registration Statement have been sold
          thereunder;

               (vi) furnish to each Holder, without charge, as many copies of
          the Registration Statement, the Prospectus (including any preliminary
          prospectus), any amendment or supplement thereto, and such other
          documents as such Holder may reasonably request; provided, however,
          that the obligation of Peoples to deliver copies of the Prospectus,
          and amendments or supplements thereto, to the Holder shall be subject
          to the receipt by Peoples of reasonable assurances from such Holder
          that the Holder will comply with the applicable provisions of the
          Securities Act and of such other securities or blue sky laws as may be
          applicable in connection with any use of such Prospectus or any
          amendments or supplements thereto;

               (vii) arrange, if necessary, for the registration or
          qualification of the Registrable Securities under the securities or
          blue sky laws of such states specified in writing by any of the
          Holders and maintain such registration or qualification in effect so
          long as required, provided, however, that Peoples shall not be
          required to qualify to do business or consent to service of process in
          any jurisdiction in which it is not then so qualified or has not so
          consented;

               (viii) bear all fees and expenses in connection with the
          procedures in this Section 2.1 and the registration of the Registrable
          Securities pursuant to the Registration Statement;

               (ix) advise the Holders, promptly after it shall receive notice
          or obtain knowledge of the issuance of any stop order by the SEC
          delaying or suspending the effectiveness of the Registration Statement
          or of the initiation of any proceeding for that purpose, and use its
          commercially reasonable efforts to prevent the issuance of any stop
          order or to obtain its withdrawal at the earliest possible moment if
          such stop order should be issued;

               (x) advise the Holders, promptly after it shall receive notice or
          obtain knowledge of the issuance of any suspension of the registration
          or qualification of the Registrable Securities for sale in any
          jurisdiction or of the initiation of any proceeding for that purpose,
          and use its commercially reasonable efforts to prevent such event or
          to obtain reinstatement of the registration or qualification of the
          Registrable Securities at the earliest possible moment if such event
          occurs; and

               (xi) ensure that the Registration Statement and any amendment or
          supplement thereto and any Prospectus forming part thereof, and any
          amendment or supplement thereto (i) complies with the applicable
          requirements of the Securities Act and (ii) does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

          (b) With a view to making available to the Holders the benefits of
     Rule 144 and any other Rule that may at any time permit the Holders to sell
     Registrable Securities to the public without registration, Peoples
     covenants and agrees to: (i) make and keep public information available, as
     those terms are understood and defined in Rule 144, until the earlier of
     (A) such date as all of the Registrable Securities may be resold pursuant
     to Rule 144(k) or any other Rule of similar effect or (B) such date as all
     of the Holders' Registrable Securities shall have been resold; (ii) file
     with the SEC in a timely manner all reports and other documents required of
     Peoples under the Securities Act and under the Exchange Act; (iii) furnish
     to any Holder upon request, as long as such Holder owns any Registrable
     Securities, (A) a written statement by Peoples that it has complied with
     the reporting requirements of the Securities Act and the Exchange Act, (B)
     a copy of Peoples' most recent Annual Report on Form 10-K or Quarterly
     Report on Form 10-Q, and (C) such other information as may be reasonably
     requested in order to avail such Holder of any Rule that permits the
     selling of any such Registrable Securities without registration; and (iv)
     subject to the conditions set forth in this Agreement, and provided the
     conditions of Rule 144(k) are satisfied in all respects, including without
     limitation, that such Holder is not an Affiliate of Peoples, as such term
     is defined in Rule 144, use commercially reasonable efforts to cause the
     removal of any restrictive legends on the Registrable Securities necessary
     to enable such Holder to sell the Registrable Securities under Rule 144(k).

          (c) It shall be a condition precedent to the obligations of Peoples to
     take any action pursuant to this Section 2.1 that any Holder shall furnish
     to Peoples, pursuant to the written request by Peoples, such information
     regarding the Holder, the Registrable Securities to be sold by the Holder
     and the intended method of disposition of such Registrable Securities as
     shall be required to effect the registration of the Registrable Securities.

     2.2 Suspension.

          (a) Each Holder agrees that such Holder it will promptly notify
     Peoples of any changes in the information set forth in the Registration
     Statement regarding the Holder or the Holder's plan of distribution.

          (b) Except in the event that paragraph (c) below applies, Peoples
     shall: (i) if deemed necessary by Peoples, prepare and file from time to
     time with the SEC a post-effective amendment to the Registration Statement
     or a supplement to the Prospectus forming a part thereof or a supplement or
     amendment to any document incorporated therein by reference or file any
     other required document so that such Registration Statement will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and so that, as thereafter delivered to purchasers
     of the Registrable Securities being sold thereunder, such Prospectus,
     Supplement or amendment will not contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading and (ii) promptly inform each
     Holder that Peoples has complied with its obligations in Section 2.2(b)(i)
     (or that, if Peoples has filed a post-effective amendment to the
     Registration Statement which has not yet been declared effective, Peoples
     will notify each Holder to that effect, will use its commercially
     reasonable efforts to secure the effectiveness of such post-effective
     amendment as promptly as possible and will promptly notify each Holder
     pursuant to Section 2.2(b)(i) hereof when the amendment has become
     effective).

          (c) Subject to paragraph (d) below, in the event: (i) of any request
     by the SEC or any other federal or state governmental authority during the
     period of effectiveness of the Registration Statement for amendments or
     supplements to the Registration Statement or related Prospectus or for
     additional information; (ii) of the issuance by the SEC or any other
     federal or state governmental authority of any stop order suspending the
     effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose; (iii) of the receipt by Peoples of any
     notification with respect to the suspension of the registration or
     qualification or exemption from registration or qualification of any of the
     Registrable Securities for sale in any jurisdiction or the initiation of
     any proceeding for such purpose; or (iv) of any material event or
     circumstance which, in the reasonable judgment of Peoples, necessitates the
     making of any changes in the Registration Statement or Prospectus, or any
     document incorporated or deemed to be incorporated therein by reference, so
     that, in the case of the Registration Statement, it will not contain any
     untrue statement of a material fact or any omission to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and that in the case of the Prospectus, it will not
     contain any untrue statement of a material fact or any omission to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; then Peoples shall deliver a certificate in writing
     to each Holder (the "Suspension Notice") to the effect of the foregoing
     and, upon receipt of such Suspension Notice, each Holder will refrain from
     selling any Registrable Securities pursuant to the Registration Statement
     (a "Suspension") until such Holder's receipt of copies of a supplemented or
     amended Prospectus prepared and filed by Peoples, or until it is advised in
     writing by Peoples that any stop order suspending the effectiveness of the
     Registration Statement has been withdrawn, that the registration or
     qualification of the Registrable Securities has been reinstated in such
     jurisdiction or that the current Prospectus may be used, as appropriate,
     and has received copies of any additional or supplemental filings that are
     incorporated or deemed incorporated by reference in any such Prospectus. In
     the event of any Suspension, Peoples will use its commercially reasonable
     efforts to cause the use of the Prospectus so suspended to be resumed as
     soon as reasonably practicable, and in no event later than 20 business
     days, after delivery of a Suspension Notice to each Holder.

          (d) Notwithstanding the foregoing paragraphs of this Section 2.2, the
     Holders shall not be prohibited from selling Registrable Securities under
     the Registration Statement as a result of Suspensions on more than two
     occasions of not more than sixty (60) days each in any twelve (12) month
     period, unless, in the good faith judgment of Peoples' Board of Directors,
     upon advice of counsel, the sale of Registrable Securities under the
     Registration Statement in reliance on this paragraph 2.2(d) would be
     reasonably likely to cause a violation of the Securities Act or the
     Exchange Act and result in potential liability to Peoples.

          (e) Provided that a Suspension is not then in effect, any Holder may
     sell Registrable Securities under the Registration Statement, provided that
     such Holder arranges for delivery of a current Prospectus to the transferee
     of such Registrable Securities.

          (f) In the event of a sale of Registrable Securities by any Holder,
     such Holder must also deliver to Peoples' transfer agent, with a copy to
     Peoples, a Certificate of Subsequent Sale substantially in the form
     attached hereto as Exhibit B, so that Peoples Shares may be properly
     transferred.

     2.3 Indemnification.

          (a) For the purpose of this Section 2.3, the term "Untrue Statement"
     shall include any untrue statement or alleged untrue statement, or any
     omission or alleged omission to state in the Registration Statement or the
     Prospectus a material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (b) Peoples agrees to indemnify and hold harmless each Holder from and
     against any losses, claims, damages or liabilities to which such Holder may
     become subject (under the Securities Act or otherwise) insofar as such
     losses, claims, damages or liabilities (or actions or proceedings in
     respect thereof) arise out of, or are based upon (i) any Untrue Statement
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof, supplement thereto, or document incorporated by
     reference therein, or (ii) any failure by Peoples to fulfill any
     undertaking of Peoples included in this Agreement or the Registration
     Statement (including the Prospectus), and Peoples will reimburse such
     Holder for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim, provided, however, that Peoples shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out
     of, or is based upon, an Untrue Statement made in such Registration
     Statement (including the Prospectus) in reliance upon and in conformity
     with written information furnished to Peoples by or on behalf of any such
     Holder specifically for inclusion in the Registration Statement, the
     failure of such Holder to comply with its covenants and agreements
     contained in Section 2.2 hereof, or any statement or omission in the
     Prospectus that is corrected in any amendment or supplement thereto that
     was timely delivered to a Holder by Peoples in accordance with this
     Agreement and prior to the pertinent sale or sales by such Holder.

          (c) Each Holder agrees to indemnify and hold harmless the other
     Holders and Peoples (and each person, if any, who controls Peoples within
     the meaning of Section 15 of the Securities Act, each officer of Peoples
     who signs the Registration Statement and each director of Peoples) from and
     against any losses, claims, damages or liabilities to which the other
     Holders or Peoples (or any such officer, director or controlling person of
     Peoples) may become subject (under the Securities Act or otherwise) insofar
     as such losses, claims, damages or liabilities (or actions or proceedings
     in respect thereof) arise out of, or are based upon, (A) any failure of
     such Holder to comply with its covenants and agreements contained in
     Section 2.2 hereof, or (B) any Untrue Statement of a material fact
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof or supplement thereto, if such Untrue Statement was
     made in reliance upon and in conformity with written information furnished
     by or on behalf of such Holder specifically for inclusion in the
     Registration Statement, and such Holder will reimburse the other Holders
     and Peoples (or such officer, director or controlling person of Peoples),
     as the case may be, for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim.

          (d) Promptly after receipt by any indemnified person of a notice of a
     claim or the beginning of any action or proceeding in respect of which
     indemnity is to be sought against an indemnifying person pursuant to this
     Section 2.3, such indemnified person shall notify the indemnifying person
     in writing of such claim or of the commencement of such action or
     proceeding, but the omission to so notify the indemnifying party will not
     relieve it from any liability which it may have to any indemnified party
     under this Section 2.3 (except to the extent that such omission materially
     and adversely affects the indemnifying party's ability to defend such
     claim, action or proceeding) or from any liability otherwise than under
     this Section 2.3. Subject to the provisions hereinafter stated, in case any
     such action or proceeding shall be brought against an indemnified person,
     the indemnifying person shall be entitled to participate therein, and, to
     the extent that it shall elect by written notice delivered to the
     indemnified party promptly after receiving the aforesaid notice from such
     indemnified party, shall be entitled to assume the defense thereof, with
     counsel reasonably satisfactory to such indemnified person. After notice
     from the indemnifying person to such indemnified person of its election to
     assume the defense thereof, such indemnifying person shall not be liable to
     such indemnified person for any legal expenses subsequently incurred by
     such indemnified person in connection with the defense thereof, provided,
     however, that if there shall exist a conflict of interest that would make
     it inappropriate, in the reasonable opinion of counsel to the indemnified
     person, for the same counsel to represent both the indemnified person and
     such indemnifying person or any affiliate or associate thereof, the
     indemnified person shall be entitled to retain its own counsel at the
     expense of such indemnifying person; provided, however, that no
     indemnifying person shall be responsible for the fees and expenses of more
     than one counsel (in addition to appropriate local counsel) for all
     indemnified parties. In no event shall any indemnifying person be liable in
     respect of any amounts paid in settlement of any action or proceeding
     unless the indemnifying person shall have approved the terms of such
     settlement; provided that such consent shall not be unreasonably withheld
     or delayed. No indemnifying person shall, without the prior written consent
     of the indemnified person, effect any settlement of any pending or
     threatened action or proceeding in respect of which any indemnified person
     is or could have been a party and indemnification could have been sought
     hereunder by such indemnified person, unless such settlement includes an
     unconditional release of such indemnified person from all liability on
     claims that are the subject matter of such action or proceeding.

          (e) If the indemnification provided for in this Section 2.3 is
     unavailable to or insufficient to hold harmless an indemnified person under
     subsection (b) or (c) above in respect of any losses, claims, damages or
     liabilities (or actions or proceedings in respect thereof) referred to
     therein, then each indemnifying party shall contribute to the amount paid
     or payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (or actions or proceedings in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of Peoples
     on the one hand and the Holders on the other in connection with the
     statements or omissions or other matters which resulted in such losses,
     claims, damages or liabilities (or actions or proceedings in respect
     thereof), as well as any other relevant equitable considerations. The
     relative fault shall be determined by reference to, among other things, in
     the case of an Untrue Statement, whether the Untrue Statement relates to
     information supplied by Peoples on the one hand or a Holder on the other
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such Untrue Statement. Peoples and the
     Holders agree that it would not be just and equitable if contribution
     pursuant to this subsection (e) were determined by pro rata allocation
     (even if the Holders were treated as one entity for such purpose) or by any
     other method of allocation which does not take into account the equitable
     considerations referred to above in this subsection (e). The amount paid or
     payable by an indemnified party as a result of the losses, claims, damages
     or liabilities (or actions or proceedings in respect thereof) referred to
     above in this subsection (e) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this subsection (e), no Holder shall be required to
     contribute any amount in excess of the amount by which the gross amount
     received by such Holder from the sale of such Holder's Registrable
     Securities to which such loss relates exceeds the amount of any damages
     which such Holder has otherwise been required to pay by reason of such
     Untrue Statement. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. The Holders' obligations in this subsection to
     contribute are several in proportion to their sales of Registrable
     Securities to which such loss relates and not joint.

          (f) The parties to this Agreement hereby acknowledge that they are
     sophisticated business persons who were represented by counsel during the
     negotiations regarding the provisions hereof including, without limitation,
     the provisions of this Section 2.3, and are fully informed regarding said
     provisions. They further acknowledge that the provisions of this Section
     2.3 fairly allocate the risks in light of the ability of the parties to
     investigate Peoples and its business in order to assure that adequate
     disclosure is made in the Registration Statement as required by the
     Securities Act and the Exchange Act. The parties are advised that federal
     or state public policy as interpreted by the courts in certain
     jurisdictions may be contrary to certain of the provisions of this Section
     2.3.

          2.4 Termination of Conditions and Obligations. The restrictions
     imposed by Section 2.6 upon the transferability of the Registrable
     Securities shall cease and terminate as to any particular number of the
     Registrable Securities when an opinion of counsel reasonably satisfactory
     to Peoples shall have been rendered to the effect that such conditions are
     not necessary in order to comply with the Securities Act. [Note: Shares
     sold under the Registration Statement do not fall within the definition of
     Registrable Securities]

          2.5 Information Available. So long as the Registration Statement is
     effective covering the resale of Registrable Securities owned by any
     Holder, Peoples:

          (a) will furnish to each Holder, as soon as practicable after it is
     available, one copy of (i) its annual report to shareholders (which annual
     report shall contain financial statements audited in accordance with
     generally accepted accounting principles in the United States by a national
     firm of certified public accountants registered with the Public Company
     Accounting Oversight Board) and (ii) if not included in substance in the
     annual report to shareholders, its Annual Report on Form 10-K (the
     foregoing, in each case, excluding exhibits);

          (b) will furnish to each Holder, upon the request of the Holder, all
     exhibits to the documents referred to in Section 2.5(a) filed with the SEC
     and all other information that is made available to shareholders; and

          (c) upon the reasonable request of any Holder, will meet with such
     Holder or a representative thereof at Peoples' headquarters to discuss all
     information relevant for disclosure in the Registration Statement and will
     otherwise cooperate with any Holder conducting an investigation for the
     purpose of reducing or eliminating such Holder's exposure to liability
     under the Securities Act, including the reasonable production of
     information at Peoples' headquarters; provided, that Peoples shall not be
     required to disclose any confidential information to or meet at its
     headquarters with any Holder until and unless such Holder shall have
     entered into a confidentiality agreement in form and substance reasonably
     satisfactory to Peoples with Peoples with respect thereto.


     2.6 Restrictions on Transfer.

          (a) Each Holder agrees not to make any disposition of all or any
     portion of the Registrable Securities unless and until:

               (i) The Registration Statement is declared effective under the
          Securities Act and such disposition is made in accordance with the
          Registration Statement; or

               (ii) (A) the transferee has agreed in writing to be bound by the
          terms of this Agreement, (B) such Holder shall have notified Peoples
          of the proposed disposition and shall have furnished Peoples with a
          detailed statement of the circumstances surrounding the proposed
          disposition, and (C) if reasonably requested by Peoples, such Holder
          shall have furnished Peoples with an opinion of counsel, reasonably
          satisfactory to Peoples, that such disposition will not require
          registration of such Registrable Securities under the Securities Act.
          It is agreed that Peoples will not require opinions of counsel for
          transactions made pursuant to Rule 144, except in unusual
          circumstances.

          (b) Notwithstanding the provisions of subsection (a) above, no such
     restriction shall apply to a transfer by any Holder transferring the
     Holder's Registrable Securities to an individual Holder's family member or
     a trust, partnership or limited liability company for the benefit of an
     individual Holder or such Holder's family member; provided that in each
     case the transferee will agree in writing to be subject to the terms of
     this Agreement to the same extent as if the transferee was an original
     Holder hereunder.

          (c) Each certificate representing Registrable Securities shall be
     stamped or otherwise imprinted with legends substantially similar to the
     following (in addition to any legend required under applicable state
     securities laws):

        THE COMMON  SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
        REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
        "ACT"),  AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED,
        ASSIGNED,  PLEDGED OR  HYPOTHECATED  UNLESS AND UNTIL  REGISTERED
        UNDER THE ACT OR UNLESS PEOPLES  BANCORP INC. (THE "COMPANY") HAS
        RECEIVED  AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY AND
        ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.  THE TRANSFER
        OF THE COMMON  SHARES IS  RESTRICTED  PURSUANT TO THE TERMS OF AN
        ASSET  PURCHASE  AGREEMENT,  DATED AS OF APRIL 30,  2004,  BY AND
        AMONG PUTNAM  AGENCY,  INC., THE  SHAREHOLDERS  OF PUTNAM AGENCY,
        INC. NAMED  THEREIN,  THE COMPANY AND PEOPLES  INSURANCE  AGENCY,
        INC. (A COPY OF SUCH ASSET  PURCHASE  AGREEMENT IS ON FILE AT THE
        PRINCIPAL OFFICES OF THE COMPANY.)

          (d) Peoples shall be obligated to reissue promptly unlegended
     certificates at the request of any Holder thereof if Peoples has completed
     the registration contemplated by this Agreement.

          (e) Any legend endorsed on a certificate pursuant to applicable state
     securities laws and the stop-transfer instructions with respect to such
     Registrable Securities shall be removed upon receipt by Peoples of an order
     of the appropriate blue sky authority evidencing that such legend is no
     longer required.

          2.7 Furnishing Information. It shall be a condition precedent to the
     obligations of Peoples to take any action pursuant to Section 2.2 that all
     selling Holders shall furnish to Peoples such information regarding
     themselves, the Registrable Securities held by them and the intended method
     of disposition of such Registrable Securities as shall be required to
     effect the registration of their Registrable Securities.

          2.8 Assignment of Registration Rights. The rights to cause Peoples to
     register Registrable Securities pursuant to this Agreement may not be
     assigned by a Holder, except in connection with a transfer of Registrable
     Securities permitted under Section 2.6(b).

          2.9 Agreement to Furnish Information. If requested by Peoples, each
     Holder shall provide, within ten (10) days of such request, such
     information as may be required by Peoples in connection with the completion
     of any public offering of Peoples' securities pursuant to a registration
     statement filed under the Securities Act. The obligations described in this
     Section 2.9 shall not apply to a Special Registration Statement. Each
     Holder agrees that any transferee of any Registrable Securities shall be
     bound by this Section 2.9.

Section 3. MISCELLANEOUS.

          3.1 Governing Law. This Agreement shall be governed by and construed
     under the laws of the State of Ohio as applied to agreements among Ohio
     residents entered into and to be performed entirely within Ohio.

          3.2 Successors and Assigns. Except as otherwise expressly provided
     herein, the provisions hereof shall inure to the benefit of, and be binding
     upon, the successors, assigns, heirs, executors, and administrators of the
     parties hereto and shall inure to the benefit of and be enforceable by each
     person who shall be a holder of Registrable Securities from time to time.

          3.3 Entire Agreement. This Agreement, the Exhibits hereto, the Asset
     Purchase Agreement and the other documents delivered pursuant thereto
     constitute the full and entire understanding and agreement among the
     parties with regard to the subjects hereof.

          3.4 Severability. In the event one or more of the provisions of this
     Agreement should, for any reason, be held to be invalid, illegal or
     unenforceable in any respect, such invalidity, illegality, or
     unenforceability shall not affect any other provisions of this Agreement,
     and this Agreement shall be construed as if such invalid, illegal or
     unenforceable provision had never been contained herein.

          3.5 Amendment and Waiver.

          (a) Except as otherwise expressly provided, this Agreement may be
     amended or modified only upon the written consent of Peoples and the
     Holders of at least a majority of the Registrable Securities.

          (b) Except as otherwise expressly provided, the obligations of Peoples
     and the rights of the Holders under this Agreement may be waived only with
     the written consent of the Holders of at least a majority of the
     Registrable Securities.

          (c) For the purposes of determining the number of Holders entitled to
     vote or exercise any rights hereunder, Peoples shall be entitled to rely
     solely on the list of record holders of its Peoples Shares common stock as
     maintained by or on behalf of Peoples.

          (d) Any amendment or waiver effected in accordance with this Section
     3.5 shall be binding upon each Holder and Peoples. By accepting the
     benefits conferred under this Agreement, the Holders hereby agree to be
     bound by the provisions of this Section 3.5.

          3.6 Delays or Omissions. It is agreed that no delay or omission to
     exercise any right, power, or remedy accruing to any Holder, upon any
     breach, default or noncompliance of Peoples under this Agreement shall
     impair any such right, power, or remedy, nor shall it be construed to be a
     waiver of any such breach, default or noncompliance, or any acquiescence
     therein, or of any similar breach, default or noncompliance thereafter
     occurring. It is further agreed that any waiver, permit, consent, or
     approval of any kind or character on any Holder's part of any breach,
     default or noncompliance under this Agreement or any waiver on such
     Holder's part of any provisions or conditions of this Agreement must be in
     writing and shall be effective only to the extent specifically set forth in
     such writing. All remedies, either under this Agreement, by law, or
     otherwise afforded to Holders, shall be cumulative and not alternative.

          3.7 Notices. All notices required or permitted hereunder shall be in
     writing and shall be deemed effectively given: (a) upon personal delivery
     to the party to be notified, (b) when sent by confirmed electronic mail or
     facsimile if sent during normal business hours of the recipient; if not,
     then on the next business day, (c) five (5) days after having been sent by
     registered or certified mail, return receipt requested, postage prepaid, or
     (d) one (1) day after deposit with a nationally recognized overnight
     courier, specifying next day delivery, with written verification of
     receipt. All communications shall be sent to the party to be notified at
     the address as set forth on the signature pages hereof or Exhibit A hereto
     or at such other address as such party may designate by ten (10) days
     advance written notice to the other parties hereto.

          3.8 Attorneys' Fees. In the event that any suit or action is
     instituted to enforce any provision in this Agreement, the prevailing party
     in such dispute shall be entitled to recover from the losing party all
     fees, costs and expenses of enforcing any right of such prevailing party
     under or with respect to this Agreement, including without limitation, such
     reasonable fees and expenses of attorneys and accountants, which shall
     include, without limitation, all fees, costs and expenses of appeals.

          3.9 Titles and Subtitles. The titles of the sections and subsections
     of this Agreement are for convenience of reference only and are not to be
     considered in construing this Agreement.

          3.10 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date set forth in the first paragraph hereof.



Peoples Bancorp Inc.               /s/ Mark F. Bradley
138 Putnam Street
PO Box 738
Marietta, OH  45750
                                       ----------------------------------------
                                       Mark F. Bradley, Chief Operating Officer


Putnam Agency, Inc.               /s/ Thomas C. Phipps
1557 Winchester Avenue
Ashland, KY  41101
                                      -----------------------------------------
                                      Thomas C. Phipps, President


             [PUTNAM SHAREHOLDER SIGNATURES NEXT PAGE AS EXHIBIT A]


<PAGE>


                                    EXHIBIT A



<PAGE>



                               Putnam Shareholders

Thomas G. Chaffin             /s/ Thomas G. Chaffin
200 Oxcart Road
Ashland, KY  41101
                                  --------------------------------------------
                                  Thomas G. Chaffin

Dana N. Conley                /s/ Dana N. Conley
PO Box 1602
Ashland, KY  41105-1602
                                  --------------------------------------------
                                  Dana N. Conley

Charles R. Lowe               /s/ Charles R. Lowe
2760 Hunter Street
Ashland, KY  411011
                                  --------------------------------------------
                                  Charles R. Lowe, Putnam Shareholder

Clarence C. Massey            /s/ Clarence C. Massey
#1 Sunny Drive
Huntington, WV  25704
                                  --------------------------------------------
                                  Clarence C. Massey, Putnam Shareholder

Laura A. Morris               /s/ Laura A. Morris
114 Meadowlark Court
Russell, KY  41169
                                  --------------------------------------------
                                  Laura A. Morris, Putnam Shareholder

Thomas C. Phipps              /s/ Thomas C. Phipps
1130 Poplar Avenue
Ashland, KY  41101
                                  --------------------------------------------
                                  Thomas C. Phipps

Donald H. Putnam, Jr.,        /s/ Donald H. Putnam, Jr., Trustee
Trustee U/A dated May 7,
1993 FBO Donald H. Putnam,Jr.
Revocable Trust
                                  --------------------------------------------
                                  Donald H. Putnam, Jr., Trustee

Erland P. Stevens, Jr.        /s/ Erland P. Stevens, Jr.
PO Box 1207
Ashland, KY  41101
                                  --------------------------------------------
                                  Erland P. Steven, Jr.


<PAGE>




                                    EXHIBIT B
                         certificate of subsequent sale


[Date]

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ  07016

Re:      Sale of Common Share of Peoples Bancorp Inc. (the "Company") pursuant
         to the Company's Prospectus dated ________________, (the "Prospectus")

Dear Sir/Madam:

The undersigned hereby certifies, in connection with the sale of Common Shares
of the Company included in the table of Selling Shareholders in the Prospectus,
that the undersigned has sold the Common Shares pursuant to the Prospectus and
in a manner described under the caption "Plan of Distribution" in the Prospectus
and that such sale complies with all applicable securities laws, including,
without limitation, the Prospectus delivery requirements of the Securities Act
of 1933, as amended.

         Selling Shareholder(s) [the beneficial owner(s)]: ____________________

         ______________________________________________________________________

         Record Holder(s) [e.g., if held in name of nominee(s)]: ______________

         ______________________________________________________________________

         Restricted Stock Certificate No.(s): _________________________________

         Number of Common Shares Sold: ________________________________________

         Date of Sale: ________________________________________________________

In the event you receive a stock certificate(s) representing more Common Shares
than have been sold by the undersigned, then you should return to the
undersigned a new issued certificate for such excess Common Shares in the name
of the Record Holder.


Very truly yours,



___________________________________
[Signature]

cc:      Charles R. Hunsaker, General Counsel
         Peoples Bancorp Inc.

