EXHIBIT 4(a)

PEOPLES BANCORP INC.
138 Putnam Street
Marietta, OH  45750
(740) 373-3155






March 8, 2001


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


RE: Peoples Bancorp Inc.-Form 10-K for the fiscal year ended December 31, 2000


Gentlemen:

Peoples Bancorp Inc., an Ohio corporation,  is today executing and filing a Form
10-K, Annual Report for the fiscal year ended December 31, 2000.

Pursuant to the instructions  relating to the Exhibits in Item 601 of Regulation
S-K,  Peoples  Bancorp Inc.  hereby  agrees to furnish to the  Commission,  upon
request,  copies of instruments and agreements defining the rights of holders of
its long-term debt and of the long-term debt of its  consolidated  subsidiaries.
Such long-term  debt does not exceed 10% of the total assets of Peoples  Bancorp
Inc. and its subsidiaries on a consolidated basis.

Very truly yours,

Peoples Bancorp Inc.

/s/ JOHN W. CONLON
    ----------------
    John W. Conlon

Chief Financial Officer and Treasurer