<SUBMISSION>
<ACCESSION-NUMBER>0000318300-05-000073
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20050419
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050419
<DATE-OF-FILING-DATE-CHANGE>20050419
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PEOPLES BANCORP INC
<CIK>0000318300
<ASSIGNED-SIC>6021
<IRS-NUMBER>310987416
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-16772
<FILM-NUMBER>05759371
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>138 PUTNAM ST
<STREET2>P O BOX 738
<CITY>MARIETTA
<STATE>OH
<ZIP>45750-0738
<PHONE>7403733155
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>frm8kdirectorcompensation.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 14, 2005
                                                          --------------

                              PEOPLES BANCORP INC.
        ---------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Ohio                     0-16772                 31-0987416
----------------------------     ----------------    -------------------------
(State or other jurisdiction     (Commission File    (I.R.S. Employer
      of incorporation)              Number)            Identification Number)

        138 Putnam Street, PO Box 738
                Marietta, Ohio                          45750-0738
-------------------------------------------------    ---------------
   (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (740) 373-3155
                                                     --------------

                                 Not applicable
    -----------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
      the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
      the Exchange Act (17 CFR 240.13e-4(c))


                           Index to Exhibits on Page 4

<PAGE>


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
            Item 1.01.  Entry into a Material Definitive Agreement.
            ------------------------------------------------------

CHANGES IN DIRECTORS' FEES

         At the meeting of the Board of Directors (the "Board") of Peoples
Bancorp Inc. ("Peoples") held on April 14, 2005, the Board, upon the
recommendation of the Compensation Committee, approved changes in the fees to be
paid to directors of Peoples and to directors of Peoples' subsidiary bank,
Peoples Bank, National Association ("Peoples Bank"). These changes will be
effective May 1, 2005.

         The quarterly fee to be paid to each director of Peoples, other than
Robert E. Evans and Mark F. Bradley, will be increased from $850 per calendar
quarter to $1,000 per calendar quarter; while the meeting fee will be increased
from $600 per meeting attended to $1,000 per meeting attended. Messrs. Evans and
Bradley will receive no quarterly fees or meeting fees in their respective
capacities as employee directors of Peoples.

         Each director of Peoples also serving on the Audit Committee of the
Peoples Board will receive $500 for attending each committee meeting of at least
30 minutes duration (up from $400) and continue to receive $100 for attending
each committee meeting of less than 30 minutes duration. In addition, the Chair
of the Audit Committee of the Peoples Board will receive an additional quarterly
fee of $1,250 per calendar quarter. Each director of Peoples also serving on the
Compensation Committee of the Peoples Board will receive $500 for attending each
committee meeting of at least 30 minutes duration (up from $200) and continue to
receive $100 for attending each committee meeting of less than 30 minutes
duration. In addition, the Chair of the Compensation Committee of the Peoples
Board will receive an additional quarterly fee of $750 per calendar quarter.
Each director of Peoples also serving on the Executive Committee of the Peoples
Board (other than Robert E. Evans and Mark F. Bradley) or the Governance and
Nominating Committee of the Peoples Board will continue to receive $200 for
attending each committee meeting of at least 30 minutes duration and $100 for
attending each committee meeting of less than 30 minutes duration. Messrs. Evans
and Bradley will receive no meeting fees in their respective capacities as
members of the Executive Committee of the Peoples Board.

         Each director of Peoples, other than Robert E. Evans and Mark F.
Bradley, who also serves as a director of Peoples Bank will continue to receive
$600 per calendar quarter as a quarterly fee and will receive $500 for each
meeting attended (up from $400 per meeting). Messrs. Evans and Bradley will
receive no quarterly fees or meeting fees in their respective capacities as
employee directors of Peoples Bank.

         In addition, each director of Peoples, other than Messrs. Evans and
Bradley, who also serves as a member of a Peoples Bank Board committee will
contine to receive $200 for attending each Peoples Bank Board committee meeting
of at least 30 minutes duration and $100 for attending each Peoples Bank Board
committee meeting of less than 30 minutes duration. Messrs. Evans and Bradley
will receive no meeting fees in their respective capacities as members of any
committee of the Peoples Bank Board.

         Directors who travel a distance of more than 50 miles (round trip) to
attend a Board or Board committee meeting of Peoples or Peoples Bank will
receive a $50 travel fee. A single travel fee of $50 will be paid for multiple
meetings occurring on the same day. In addition, if a director of Peoples or
Peoples Bank stays overnight to attend a meeting, that director will be
reimbursed the actual cost of overnight accommodations.

AUTOMATIC GRANT OF NON-QUALIFIED STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS OF
PEOPLES BANCORP INC.

         Pursuant to the terms of the Peoples Bancorp Inc. 2002 Stock Option
Plan (the "2002 Plan"), on April 14, 2005, each individual serving as a
non-employee director of Peoples (a "Non-Employee Director") was automatically
granted a non-qualified stock option (a "Director Option") to purchase 1,155
common shares of Peoples. The Non-Employee Directors of Peoples on April 14,
2005 were: Carl L. Baker, Jr.; George W. Broughton; Frank L. Christy; Wilford D.
Dimit; Richard Ferguson; Robert W. Price; Theodore P. Sauber; Paul T. Theisen;
Joseph H. Wesel; and Thomas J. Wolf.

<PAGE>

         The Director Options have an exercise price of $26.01 (the fair market
value of the underlying common shares of Peoples on April 14, 2005) and a
ten-year term expiring on April 14, 2015. The Director Options will become fully
vested on April 14, 2006. Under the 2002 Plan, if a Non-Employee Director ceases
to be a director of Peoples due to death, disability (after completing at least
three years of service) or retirement (after completing at least five years of
service), the Director Options held by the Non-Employee Director will
immediately vest in full and may be exercised until the earlier of 12 months
after ceasing to so serve or the expiration date of the Director Options. If a
Non-Employee Director voluntarily ceases to serve as a director of Peoples, only
those Director Options which are exercisable on the date of termination of
service may be exercised by the Non-Employee Director and only for a period of
12 months after the date of termination of service, subject to the expiration
date of the Director Options. If a Non-Employee Director's service as a director
of Peoples is terminated for cause, the Director Options held by the
Non-Employee Director will be immediately forfeited.

         The form of Stock Option Agreement used in connection with the grant of
Director Options to Non-Employee Directors of Peoples under the 2002 Plan is
filed with this Current Report on Form 8-K as Exhibit 10.2.

AMENDMENT TO INCENTIVE AWARD PLAN

         At the meeting of the Peoples Board held on April 14, 2005, the Board,
upon the recommendation of the Compensation Committee, approved an amendment to
the Peoples Bancorp Inc. Incentive Award Plan, which has also sometimes been
referred to as the Performance Compensation Program (the "Incentive Plan").
Executive officers of Peoples and other employees of Peoples and its
subsidiaries are eligible to earn annual incentive awards under the Incentive
Plan based upon the achievement of pre-established company, departmental and
individual objectives.

         Under the terms of the Incentive Plan, executive officers of Peoples
are required to defer for a period of three years 25% of their incentive award
otherwise payable under the terms of the Incentive Plan and have the option to
defer any remaining portion of their incentive award as well as further defer
previous mandatory deferrals until they reach normal retirement age (a
"Voluntary Deferral Election"). The amendment to the Incentive Plan which was
approved by the Peoples Board on April 14, 2005, affords employees participating
in the Incentive Plan the opportunity to make a one-time election, for the 2005
plan year only, (a) to cancel an outstanding Voluntary Deferral Election with
respect to amounts deferred after December 31, 2004 or (b) to terminate
participation in the Incentive Plan and receive distribution of all accrued
benefits under the Incentive Plan. This election is being provided in accordance
with the transition relief in respect of new Section 409A of the Internal
Revenue Code of 1986, as amended, described in Question 20 of the Guidance Under
409A of the Internal Revenue Code - Notice 2005-1 issued by the United States
Department of Treasury.

SECTION 8 - OTHER EVENTS
            Item 8.01.  Other Events.
            -------------------------

         The Annual Meeting of Shareholders (the "Annual Meeting") of Peoples
was held on April 14, 2005. At the Annual Meeting, each of the following
directors was re-elected by the shareholders of Peoples to serve for a
three-year term expiring in 2008: Mark F. Bradley; Frank L. Christy; Theodore P.
Sauber; and Joseph H. Wesel.

<PAGE>

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
            Item 9.01.  Financial Statements and Exhibits.
            ----------------------------------------------

         (a)  and (b) Not applicable
         (c)  Exhibits:  The following exhibits are filed with this Current
              Report on Form 8-K:


          Exhibit No.       Description
          -----------       -------------------------------------------------
          10.1              Summary of Cash Compensation Payable to Directors
                            of Peoples Bancorp Inc. Effective May 1, 2005

          10.2              Form of Stock Option Agreement used in connection
                            with grant of non-qualified stock options to
                            Non-Employee Directors of Peoples Bancorp Inc.
                            under the Peoples Bancorp Inc. 2002 Stock Option
                            Plan (reflects adjustments for 10% stock dividend
                            issued on June 28, 2002 and 5% stock dividend
                            issued on August 29, 2003)




                  [Remainder of page intentionally left blank;
                          signature on following page.]

<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              PEOPLES BANCORP INC.


Dated:  April 19, 2005            /S/ By: MARK F. BRADLEY
                                          -------------------------------------
                                          Mark F. Bradley
                                          President and Chief Operating Officer


<PAGE>

                                INDEX TO EXHIBITS


                           Current Report on Form 8-K
                              Dated April 19, 2005

                              Peoples Bancorp Inc.


        Exhibit No.           Description
        -----------           -------------------------------------------------
            10.1              Summary of Cash Compensation Payable to Directors
                              of Peoples Bancorp Inc. Effective May 1, 2005

            10.2              Form of Stock Option Agreement used in connection
                              with grant of non-qualified stock options to
                              Non-Employee Directors of Peoples Bancorp Inc.
                              under the Peoples Bancorp Inc. 2002 Stock Option
                              Plan (reflects adjustments for 10% stock dividend
                              issued on June 28, 2002 and 5% stock dividend
                              issued on August 29, 2003)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10_1.txt
<DESCRIPTION>EXHIBIT 10.1 SUMMARY OF CASH COMPENSATION
<TEXT>
                                  Exhibit 10.1
                                  ------------

                          Summary of Cash Compensation
                         Payable to Directors of Peoples
                       Bancorp Inc. Effective May 1, 2005



         At the meeting of the Board of Directors (the "Board") of Peoples
Bancorp Inc. ("Peoples") held on April 14, 2005, the Board, upon the
recommendation of the Compensation Committee, approved changes in the fees to be
paid to directors of Peoples and to directors of Peoples' subsidiary bank,
Peoples Bank, National Association ("Peoples Bank"). These changes will be
effective May 1, 2005.

         The quarterly fee to be paid to each director of Peoples, other than
Robert E. Evans and Mark F. Bradley, will be increased from $850 per calendar
quarter to $1,000 per calendar quarter; while the meeting fee will be increased
from $600 per meeting attended to $1,000 per meeting attended. Messrs. Evans and
Bradley will receive no quarterly fees or meeting fees in their respective
capacities as employee directors of Peoples.

         Each director of Peoples also serving on the Audit Committee of the
Peoples Board will receive $500 for attending each committee meeting of at least
30 minutes duration (up from $400) and continue to receive $100 for attending
each committee meeting of less than 30 minutes duration. In addition, the Chair
of the Audit Committee of the Peoples Board will receive an additional quarterly
fee of $1,250 per calendar quarter. Each director of Peoples also serving on the
Compensation Committee of the Peoples Board will receive $500 for attending each
committee meeting of at least 30 minutes duration (up from $200) and continue to
receive $100 for attending each committee meeting of less than 30 minutes
duration. In addition, the Chair of the Compensation Committee of the Peoples
Board will receive an additional quarterly fee of $750 per calendar quarter.
Each director of Peoples also serving on the Executive Committee of the Peoples
Board (other than Robert E. Evans and Mark F. Bradley) or the Governance and
Nominating Committee of the Peoples Board will continue to receive $200 for
attending each committee meeting of at least 30 minutes duration and $100 for
attending each committee meeting of less than 30 minutes duration. Messrs. Evans
and Bradley will receive no meeting fees in their respective capacities as
members of the Executive Committee of the Peoples Board.

         Each director of Peoples, other than Robert E. Evans and Mark F.
Bradley, who also serves as a director of Peoples Bank will continue to receive
$600 per calendar quarter as a quarterly fee and will receive $500 for each
meeting attended (up from $400 per meeting). Messrs. Evans and Bradley will
receive no quarterly fees or meeting fees in their respective capacities as
employee directors of Peoples Bank.

         In addition, each director of Peoples, other than Messrs. Evans and
Bradley, who also serves as a member of a Peoples Bank Board committee will
receive $200 for attending each Peoples Bank Board committee meeting of at least
30 minutes duration and $100 for attending each Peoples Bank Board committee
meeting of less than 30 minutes duration. Messrs. Evans and Bradley will receive
no meeting fees in their respective capacities as members of any committee of
the Peoples Bank Board.

         Directors who travel a distance of more than 50 miles (round trip) to
attend a Board or Board committee meeting of Peoples or Peoples Bank will
receive a $50 travel fee. A single travel fee of $50 will be paid for multiple
meetings occurring on the same day. In addition, if a director of Peoples or
Peoples Bank stays overnight to attend a meeting, that director will be
reimbursed the actual cost of overnight accommodations.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10_2.txt
<DESCRIPTION>EXHIBIT 10.2 FORM OF STOCK OPTION AGREEMENT
<TEXT>

                                  Exhibit 10.2
                                  ------------

                   PEOPLES BANCORP INC. 2002 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT
                        Director of PEOPLES BANCORP INC.
                          (Non-Qualified Stock Option)

         This stock option agreement ("AGREEMENT") is made to be effective as of
___________, 20_____ (the "Date of the Grant"), by and between the COMPANY and
_________________ (the "OPTIONEE"). Terms in appearing in bold capital letters
shall have the meanings as defined in the Peoples Bancorp Inc. 2002 Stock Option
Plan (the "PLAN").

                                   WITNESSETH:

         Whereas, the BOARD OF DIRECTORS adopted the PLAN on February 14, 2002;
and

         Whereas, the shareholders of the COMPANY, upon the recommendation of
the BOARD, approved the PLAN at the Annual Meeting of Shareholders held on April
11, 2002; and

         Whereas, pursuant to the provisions of the PLAN, each member of the
BOARD OF DIRECTORS who is not an employee of the COMPANY is to be granted a
STOCK OPTION to acquire SHARES of the COMPANY in accordance with the provisions
of the PLAN;

         Now, Therefore, in consideration of the premises, the parties hereto
make the following agreements, intending to be legally bound thereby:

Section 1         Grant of STOCK OPTION.

The COMPANY hereby grants to the OPTIONEE a STOCK OPTION to purchase 1,155 (ONE
THOUSAND ONE HUNDRED FIFTY-FIVE) SHARES of the COMPANY. This STOCK OPTION is not
intended to qualify as an INCENTIVE STOCK OPTION under Section 422 of the CODE.

Section 2         Terms and Conditions of the STOCK OPTION.

(A)      Exercise Price. The exercise price to be paid by the OPTIONEE to the
         COMPANY upon the exercise of the STOCK OPTION shall be $_____ per SHARE
         (the "EXERCISE PRICE"), subject to further adjustment as provided
         herein.

(B)      Exercise of the STOCK OPTION. The STOCK OPTION may be exercised in full
         on or after _________ (the first anniversary of the DATE OF GRANT),
         subject to Section 2(C) below.

In the event of a CHANGE IN CONTROL, the STOCK OPTION shall become exercisable
in full, whether or not then exercisable by its terms, immediately upon
consummation of the CHANGE IN CONTROL.

The grant of this STOCK OPTION shall not confer upon the OPTIONEE any right to
continue as a director of the COMPANY or any SUBSIDIARY, nor limit in any way
the right of the COMPANY or the shareholders of the COMPANY to terminate the
OPTIONEE'S status as a director in accordance with law or the governing
corporate documents of the COMPANY.

(C)      STOCK OPTION Term. This STOCK OPTION shall in no event be exercisable
         after the expiration of ten (10) years from the date of this AGREEMENT.

(D)      Method of Exercise. To the extent that it is exercisable, this STOCK
         OPTION may be exercised by mailing or delivering to the COMMITTEE a
         written notice of exercise, signed by the OPTIONEE, or in the event of
         the death of the OPTIONEE, by such other person as is entitled to
         exercise the STOCK OPTION. The notice of exercise shall state the
         number of SHARES in respect of which the STOCK OPTION is being
         exercised, and shall be accompanied by the payment of the full EXERCISE
         PRICE of such SHARES, for the payment of the full EXERCISE PRICE of the
         SHARES being purchased. The EXERCISE PRICE may be paid in cash, or by
         the transfer by the OPTIONEE to the COMPANY of free and clear SHARES
         already owned by the OPTIONEE and having a FAIR MARKET VALUE on the
         exercise date equal to the EXERCISE PRICE, or by a combination of cash
         and SHARES already owned by the OPTIONEE equal in the aggregate to the
         EXERCISE PRICE for the SHARES being purchased.

Section 3 Adjustments and Changes in the SHARES subject to the STOCK OPTION.

In the event there is any change in SHARES resulting from stock splits, stock
dividends, combinations or exchanges of shares, or other similar capital
adjustments, the number of SHARES subject to the STOCK OPTION, and the EXERCISE
PRICE of the SHARES, shall be appropriately adjusted to reflect such change.

Section 4         Non-Assignability of the STOCK OPTION.

This STOCK OPTION may not be transferred or assigned other than (i) by will or
the laws of descent and distribution, or (ii) pursuant to a qualified domestic
relations order (as defined in Section 401(a)(13) of the CODE or Section
206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended.
Subject to the foregoing, during the lifetime of the OPTIONEE, this STOCK OPTION
may be exercised only by the OPTIONEE, the OPTIONEE's guardian, or the
OPTIONEE's legal representative.

Section 5         Exercise After OPTIONEE Ceases to be a Director.

(A)      If the OPTIONEE ceases to be a director of the COMPANY or any
         SUBSIDIARY due to (a) Death; (b) DISABILITY and the director has at
         least three (3) years of continuous service; or (c) Retirement, and the
         director has at least five (5) years of continuous service; then the
         STOCK OPTION granted to the OPTIONEE under this Agreement may be
         exercised in full, whether or not then exercisable by its terms, on or
         before the earlier of

         (i)      expiration of the term of the STOCK OPTION, or

         (ii)     twelve (12) months after the date the OPTIONEE ceases to be a
                  director.

(B)      If the OPTIONEE voluntarily ceases to be a director of the COMPANY or
         any SUBSIDIARY, then only the STOCK OPTION subject to exercise
         immediately prior to the termination may be exercised on or before the
         earlier of

         (i)      expiration of the term of the STOCK OPTION, or

         (ii)     twelve (12) months after the date the OPTIONEE ceases to be a
                  director.

(C)      If the OPTIONEE ceases to be a director of the COMPANY or any
         SUBSIDIARY due to Cause, all unexercised STOCK OPTIONS shall
         immediately terminate.

Section 6         Restrictions on Exercise.

Anything contained in this AGREEMENT or elsewhere to the contrary
notwithstanding:

(A)      The STOCK OPTION shall be exercisable only for the purchase of any
         SHARES which, at the time of such exercise and purchase:

         (i)      Are registered under the Securities Act of 1933, as amended
                  (the "ACT"); and

         (ii)     Are the subject matter of an exempt transaction or are
                  registered by description, by coordination or by
                  qualification, or at such time are the subject matter of a
                  transaction which has been registered by description, all in
                  accordance with Chapter 1707 of the Ohio Revised Code, as
                  amended; and

         (iii)    Satisfy the laws of any state applicable to such exercise and
                  purchase.

(B)      If any SHARES subject to the STOCK OPTION are sold or issued upon the
         exercise thereof to a person who, at the time of such exercise or
         thereafter, is an affiliate of the COMPANY for purposes of Rule 144
         promulgated under the ACT, or are sold and issued in reliance upon
         exemptions under the securities laws of any state, then upon such sale
         and issuance:

         (i)      Such SHARES shall not be transferable by the holder thereof,
                  and neither the COMPANY nor its transfer agent or registrar,
                  if any, shall be required to register or otherwise to give
                  effect to any transfer thereof and may prevent any such
                  transfer, unless the COMPANY shall have received an opinion
                  from its counsel to the effect that any such transfer would
                  not violate the ACT or the applicable laws of any state; and

         (ii)     The COMPANY may cause each certificate evidencing such SHARES
                  to bear a legend reflecting the applicable restrictions on the
                  transfer thereof.

(C)      Any certificate issued to evidence SHARES as to which the STOCK OPTION
         has been exercised may bear such legends and statements as the COMPANY
         shall deem advisable to insure compliance with applicable federal and
         state laws and regulations.

(D)      Nothing contained in this AGREEMENT or elsewhere shall be construed to
         require the COMPANY to take any action whatsoever to make the STOCK
         OPTION exercisable or to make transferable any SHARES purchased and
         issued upon the exercise of the STOCK OPTION.

Section 7         Rights of the OPTIONEE as a Shareholder.

The OPTIONEE shall have no rights or privileges as a shareholder of the COMPANY
with respect to any SHARES of the COMPANY covered by the STOCK OPTION until the
date of issuance and delivery of a certificate to the OPTIONEE evidencing such
SHARES.

Section 8         PLAN as Controlling.

All terms and conditions of the PLAN applicable to the STOCK OPTION which are
not set forth in this AGREEMENT shall be deemed incorporated herein by
reference. In the event any term or condition of this AGREEMENT is inconsistent
with the terms and conditions of the PLAN, the PLAN shall be deemed controlling.

Section 9         Governing Law.

This AGREEMENT shall be governed by, and construed in accordance with, the laws
of the State of Ohio.

Section 10        Rights and Remedies Cumulative.

All rights and remedies of the COMPANY and of the OPTIONEE enumerated in this
AGREEMENT shall be cumulative and, except as expressly provided otherwise in
this AGREEMENT, none shall exclude any other rights or remedies allowed by law
or in equity, and each of said rights or remedies may be exercised and enforced
concurrently.

Section 11        Captions.

The captions contained in this Agreement are included only for convenience of
reference and do not define, limit, explain or modify this AGREEMENT or its
interpretation, construction or meaning and are no way to be construed as a part
of this AGREEMENT.

Section 12        Notices and Payments.

All payments required or permitted to be made under the provisions of this
AGREEMENT, and all notices and communications required or permitted to be given
or delivered under this AGREEMENT to the COMPANY or to the OPTIONEE, which
notices or communications must be in writing, shall be deemed to have been given
if delivered by hand, or mailed by first-class mail (postage prepaid), addressed
as follows:

(A) If to the COMPANY, to:

                  Peoples Bancorp Inc.
                  Attn.:  Compensation Committee
                  138 Putnam Street
                  P. O. Box 738 Marietta, Ohio 45750-0738


(B)      If to the OPTIONEE, to the address of the OPTIONEE set forth at the
         conclusion of this AGREEMENT.

The COMPANY or the OPTIONEE may, by notice given to the other in accordance with
this AGREEMENT, designate a different address for making payments required or
permitted to be made, and for the giving of notices or other communications, to
the party designating such new address. Any payment, notice or other
communication required or permitted to be given in accordance with this
AGREEMENT shall be deemed to have been given on the date of received by the
COMPANY if by delivered by hand, or on the date of the postmark stamped on the
envelope by the U.S. Postal Service (metered dates not being acceptable) when
placed in the U.S. Mail, addressed, and mailed as provided in this AGREEMENT.

Section 13        Severability.

If any provision of this AGREEMENT, or the application of any provision hereof
to any person or any circumstance shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provision of
this AGREEMENT or the application of said provision to any other person or
circumstance, all of which other provisions shall remain in full force and
effect, and it is the intention of each party to this AGREEMENT that if any
provision of this AGREEMENT is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.

Section 14        Number and Gender.

When used in this AGREEMENT, the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.

Section 15        Entire Agreement.

This AGREEMENT constitutes the entire agreement between the COMPANY and the
OPTIONEE in respect of the STOCK OPTION granted herein, and supersedes all prior
and contemporaneous agreements or understandings between the parties hereto in
connection with the STOCK OPTION granted herein. No change, termination or
attempted waiver of any of the provisions of this AGREEMENT shall be binding
upon any party hereto unless contained in a writing signed by the party to be
charged.


In Witness Whereof, the parties hereto have caused this AGREEMENT to be executed
to be effective as of the date first written above.

COMPANY:                                   OPTIONEE:

PEOPLES BANCORP INC.,
an Ohio corporation


---------------------------------------    ------------------------------------
Secretary to the Compensation Committee    Optionee Signature


                                           ------------------------------------
                                           Street Address


                                           ------------------------------------
                                           City, State, and Zip Code
</TEXT>
</DOCUMENT>
</SUBMISSION>
