Exhibit 10(b)

                              CERTIFICATE REGARDING
                              ADOPTION OF AMENDMENT
                             TO PEOPLES BANCORP INC.
                               2006 EQUITY PLAN BY
                               BOARD OF DIRECTORS
                             OF PEOPLES BANCORP INC.
                                 ON JUNE 8, 2006
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         The undersigned hereby certifies that she is the duly elected,
qualified and acting Corporate Secretary of Peoples Bancorp Inc., an Ohio
corporation (the "Company"); that at a meeting duly called and held on June 8,
2006, at which meeting a quorum was present and acting throughout, the Board of
Directors of the Company duly adopted the following resolution relating to the
amendment of Section 12.1 of the Peoples Bancorp Inc. 2006 Equity Plan (the
"Plan"); and that said resolution has not been modified, amended or rescinded
and is, as of the date hereof, in full force and effect:

         RESOLVED, that Section 12.1 of the Plan be, and it hereby is, amended,
         by deleting the same in its entirety and substituting therefor the
         following:

         12.1 ADJUSTMENTS UPON CHANGES IN STOCK. In case of any reorganization,
         recapitalization, reclassification, stock split, stock dividend,
         distribution, combination of shares, merger, consolidation, rights
         offering, or any other changes in the corporate structure or shares of
         the Company, appropriate adjustments shall be made by the Committee or
         the Board, as the case may be, (or if the Company is not the surviving
         corporation in any such transaction, the board of directors of the
         surviving corporation) in the aggregate number and kind of shares
         subject to the Plan, and the number and kind of shares and the Option
         Price per share subject to outstanding Options or which may be issued
         under outstanding Restricted Stock Awards or pursuant to unrestricted
         Company Stock Awards. Appropriate adjustments shall also be made by the
         Committee or the Board, as the case may be, in the terms of any Awards
         under the Plan, subject to Article XI, to reflect such changes and to
         modify any other terms of outstanding Awards on an equitable basis. Any
         such adjustments made by the Committee or the Board pursuant to this
         Section 12.1 shall be conclusive and binding for all purposes under the
         Plan.

         IN WITNESS WHEREOF, the undersigned Corporate Secretary of Peoples
Bancorp Inc., acting for and on behalf of the Company, has hereunto set her hand
this 2nd day of August, 2006.



                                 By:  /s/ RHONDA L. MEARS
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                                          Rhonda L. Mears, Corporate Secretary