EXHIBIT 4(a)
                                  ------------

                       [PEOPLES BANCORP INC. LETTERHEAD]


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





March 3, 2003


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, 2002


Gentlemen:

Peoples Bancorp Inc., an Ohio corporation, is today filing an Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K"), as
executed on February 27, 2003.

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,
not being filed or incorporated by reference in the Form 10-K. 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