CERTIFICATE OF TRUST OF
                              PEBO CAPITAL TRUST I

                  THIS Certificate of Trust of PEBO CAPITAL TRUST I (the
"Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del.C. ss. 3801 et seq.) (the "Act").

                  1. Name.  The name of the  business  trust  formed by
this  Certificate  of Trust is PEBO Capital Trust I.

                  2. Delaware  Trustee.  The name and business  address of the
trustee of the Trust in the State of  Delaware  are  Wilmington  Trust  Company,
1100 North  Market  Street,  Wilmington,  Delaware 19890-0001, Attention:
Corporate Trust Administration.

                  3. Effective Date. This Certificate of Trust shall be
effective upon filing with the Secretary of State.

                  IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act..

                               WILMINGTON TRUST COMPANY, as trustee

                                          /s/  DONALD G. MACKELCAN
                                               Donald G. MacKelcan
                                               Vice President


                                        /s/ JOHN W. CONLON
                                    ----------------------------------------
                                           John W. Conlon, as Trustee


                                        /s/ MARK F. BRADLEY
                                    ----------------------------------------
                                           Mark F. Bradley, as Trustee


                                       /s/ CHARLES R. HUNSAKER
                                    ----------------------------------------
                                           Charles R. Hunsaker, as Trustee