EXHIBIT 4(a)

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






March 20, 2000


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, 1999


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, 1999.

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