SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14 (a) of the
                Securities Exchange Act of 1934 (Amendment No.)



Filed by the Registrant                        [x]
Filed by a Party other than the Registrant     [ ]

Check the appropriate box:
[x]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e) (2)
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-12




                              Peoples Bancorp Inc.
                ------------------------------------------------
                (Name of Registrant as Specified in its Charter)


      ---------------------------------------------------------------------
      (Name of Person Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):

[x]  No fee required.

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    (3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):
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    (4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

    (1)  Amount Previously Paid: _________________________________
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    (4)  Date Filed: ____________________________________________



                        [Peoples Bancorp Inc. Letterhead]

                                                March  10, 2003





Dear Peoples Bancorp Shareholder(s):


         Enclosed is your Notice of Annual Meeting, Revocable Proxy and Proxy
Statement, along with Peoples' Summary Annual Report and Form 10-K. Please sign
the Revocable Proxy and return it in the envelope provided. If you attend the
Annual Meeting, you may withdraw your Proxy at the meeting and vote in person.
Sending your Proxy assures you that your shares will be represented.

         Carl Baker, Jr., George W. Broughton and Wilford D. Dimit have been
nominated as Directors for re-election to terms of three years each, and Mark F.
Bradley has been nominated as a Director for re-election to a term expiring in
two years.

         The following are also listed on the Proxy for your vote at this
meeting:

          1)    Adoption of amendment to Article Fourth of Peoples' Articles of
                Incorporation to increase the number of authorized shares to
                24,000,000.
          2)    Adoption of amendments to Peoples' Code of Regulations to permit
                electronic proxies, notices, waivers and meetings.
          3)    Adoption of amendment to Peoples' Code of Regulations to provide
                for Board committees of one or more members.

         At this time, we know of no other business to be presented for
Stockholder consideration.

         Please take time to review your company's progress, detailed in
Peoples' Summary Annual Report and Form 10-K. We urge you to take advantage of
the many financial services offered by the company. Your recommendation of these
services to your associates, friends and neighbors is an excellent way to aid
Peoples Bancorp toward continued progress.

         You may access Peoples' home page on the internet at
http://www.peoplesbancorp.com.

                                                Sincerely,

                                                PEOPLES BANCORP INC.

                                             /s/RUTH I. OTTO

                                                Ruth I. Otto
                                                Corporate Secretary
Enclosures



                       [Peoples Bancorp Inc. Letterhead]


                    Peoples Bancorp Inc.  P.O. Box 738  Marietta, Oh  45750-0738
                                                        Telephone: (740)374-6163



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                              PEOPLES BANCORP INC.
                                 Marietta, Ohio
                                 March 10, 2003

To the Shareholders of Peoples Bancorp Inc.:

         You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of Peoples Bancorp Inc. ("Peoples") to be held at 10:30
A.M., local time, on Thursday, April 10, 2003, in the Ball Room, Holiday Inn,
701 Pike Street, Marietta, Ohio (Interstate 77, Ohio exit 1), for the following
purposes:

1. To elect the following directors for terms of three years each:

        Nominee                                      Term Expires In
        ------------------------------------------------------------
        Carl Baker, Jr.           (for re-election)     2006
        George W. Broughton       (for re-election)     2006
        Wilford D. Dimit          (for re-election)     2006

2. To elect the following director for a term of two years:

        Nominee                                      Term Expires In
        ------------------------------------------------------------
        Mark F. Bradley           (for re-election)     2005

3.      To consider and vote on a proposal to adopt an amendment to
        Article FOURTH of Peoples' Articles of Incorporation to
        increase the number of authorized shares to 24,000,000.

4.      To consider and vote on a proposal to adopt amendments to
        Peoples' Code of Regulations to permit electronic proxies,
        notices, waivers, and meetings.

5.      To consider and vote on a proposal to adopt a further
        amendment to Peoples' Code of Regulations to provide for Board
        committees of one or more members.

6.      To transact any other business which properly comes before the
        Annual Meeting and any adjournment thereof.

         Shareholders of record at the close of business on February 14, 2003,
will be entitled to notice of and to vote at the Annual Meeting and any
adjournment.

         The vote of each shareholder is important, whatever the number of
common shares held. Whether or not you plan to attend the Annual Meeting, please
sign, date and return your proxy card promptly in the enclosed envelope.

         Peoples' Annual Report to Shareholders for the fiscal year ended
December 31, 2002, accompanies this Notice and proxy statement.

By Order of the Board of Directors,


/s/RUTH I. OTTO


Ruth I. Otto
Corporate Secretary


                              PEOPLES BANCORP INC.
                                  P.O. Box 738
                                138 Putnam Street
                             Marietta, OH 45750-0738
                                 (740) 374-6136
                             www.peoplesbancorp.com

                                 PROXY STATEMENT

     This proxy  statement and the  accompanying  proxy card are being mailed to
shareholders of Peoples  Bancorp Inc., an Ohio  corporation  ("Peoples"),  on or
about March 10, 2003,  in  connection  with the  solicitation  of proxies by the
Board of Directors of Peoples for use at the Annual Meeting of  Shareholders  of
Peoples (the "Annual Meeting") called to be held on Thursday, April 10, 2003, or
at any  adjournment.  The Annual Meeting will be held at 10:30 A.M., local time,
in the Ball Room, Holiday Inn, 701 Pike Street,  Marietta,  Ohio  (Interstate77,
Ohio exit 1).

     Peoples  has  two  wholly-owned   subsidiaries,   Peoples  Bank,   National
Association ("Peoples Bank"), and Peoples Investment Company.

     A  proxy  card  for  use at  the  Annual  Meeting  accompanies  this  proxy
statement.  Shareholders  may use their proxy cards if they are unable to attend
the Annual  Meeting in person or wish to have their common shares voted by proxy
even if they do attend the Annual Meeting. Without affecting any vote previously
taken, any shareholder appointing a proxy may revoke it at any time before it is
voted by filing with the  Secretary of Peoples,  at the address set forth on the
cover  page of this  proxy  statement,  written  notice of such  revocation;  by
executing a  later-dated  proxy card which is  received by Peoples  prior to the
Annual  Meeting;  or, if you are the  registered  shareholder,  by attending the
Annual Meeting and giving notice of such revocation in person. Attendance at the
Annual Meeting will not, in and of itself, constitute revocation of a proxy.

     Only  shareholders of record at the close of business on February 14, 2003,
(the "Record  Date") are entitled to receive notice of and to vote at the Annual
Meeting.  At the close of business on the Record Date,  9,647,555  common shares
were issued and entitled to vote.  Each common share  entitles the holder to one
vote on each matter to be submitted to  shareholders  at the Annual  Meeting.  A
quorum for the Annual Meeting is a majority of the common shares  issued.  There
is no cumulative voting with respect to the election of directors.

     Shareholders  holding common shares in "street name" with a  broker-dealer,
bank, or other holder of record should review the  information  provided to them
by such holder of record.  This  information will set forth the procedures to be
followed  in  instructing  the  holder of record how to vote the  "street  name"
common shares and how to revoke previously given instructions.

     Peoples will bear the costs of preparing and mailing this proxy  statement,
the accompanying  proxy card, any other related  materials,  and all other costs
incurred in connection  with the  solicitation of proxies on behalf of the Board
of  Directors.  Proxies will be solicited by mail and may be further  solicited,
for no additional compensation,  by officers, directors, or employees of Peoples
and its subsidiaries by further mailing, telephone, or personal contact. Peoples
will also pay the  standard  charges and expenses of  brokerage  houses,  voting
trustees, banks,  associations and other custodians,  nominees, and fiduciaries,
who are record  holders of common  shares not  beneficially  owned by them,  for
forwarding such materials to, and obtaining  proxies from, the beneficial owners
of common shares entitled to vote at the Annual Meeting.

     The Annual Report to the  Shareholders of Peoples for the fiscal year ended
December 31, 2002 (the "2002 Fiscal Year") is enclosed herewith.

                           DELIVERY OF PROXY MATERIALS
                                  TO HOUSEHOLDS

     Annually, Peoples notifies each registered shareholder at a shared address,
not previously  notified,  a separate notice of its intention to household proxy
materials.  Beneficial  shareholders  (those who hold  common  shares  through a
financial  institution,  broker or other  record  holder)  are  notified  of the
householding  process by the record  holder.  Those  registered  and  beneficial
shareholders  who are eligible and have not opted-out (as defined  below) of the
householding  process  will  receive  one  copy  of  Peoples  Annual  Report  to
Shareholders  and one copy of this proxy  statement  for the 2002 Fiscal Year. A
separate proxy card and a separate  notice of the meeting of  shareholders  will
continue to be included for each account at the shared address.

     Registered  shareholders who reside at a shared household and would like to
receive  a  separate  Annual  Report  and/or  a  separate  proxy  statement  (to
"opt-out"),  or have questions regarding the householding  process,  may contact
Peoples'  transfer  agent and  registrar,  Registrar  and Transfer  Company,  by
calling (908) 497-2300,  or forwarding a written request  addressed to Registrar
and Transfer Company, 10 Commerce Drive,  Cranford,  New Jersey, 07016. Promptly
upon request,  a separate  Annual Report and/or separate proxy statement will be
sent. By  contacting  Registrar and Transfer  Company,  registered  shareholders
sharing an address can also request  delivery of a single copy of annual reports
or  proxy  statements  if  they  are  receiving   multiple  copies.   Beneficial
shareholders  should contact their  brokers,  financial  institutions,  or other
record holder for specific information on the householding process as it applies
to those accounts.


                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of the Record Date, certain  information
concerning the beneficial ownership of common shares by the only person known to
Peoples to be the  beneficial  owner of more than 5% of the  outstanding  common
shares:

       Name and Address of        Amount and Nature of
         Beneficial Owner         Beneficial Ownership    Percent of Class (1)
         ----------------         --------------------    ----------------

     Peoples Bank - Trustee
     138 Putnam Street
     Marietta, OH  45750             1,005,523 (2)              10.42%

     -----------------------
(1)     The percent of class is based on 9,647,555 common shares issued and
        entitled to vote on the Record Date.

(2)     Includes Peoples Bank's beneficial ownership through Peoples Financial
        Advisors group (formerly known as the Investment and Trust Division of
        Peoples Bank) in the following manner: 151,234 common shares with shared
        investment and sole voting power; 620,049 common shares with shared
        investment and voting power; 161,856 common shares with sole voting and
        investment power; and 72,384 common shares with sole investment and
        shared voting power. The officers and directors of Peoples Bank and
        Peoples disclaim beneficial ownership of these common shares by reason
        of their positions. Does not include 277,973 common shares held by
        Peoples Bank in its capacity as trustee under the Peoples Bancorp Inc.
        Retirement Savings Plan with respect to which it has neither voting nor
        investment power. Does not include 111,657 common shares with shared
        investment and voting power directly attributable to each director,
        nominated director, or executive officer as reported in the table below.

     The following table sets forth, as of the Record Date, certain  information
with  respect  to the  common  shares  beneficially  owned by each  director  of
Peoples, by each nominee for election as a director of Peoples, by the executive
officers of Peoples named in the Summary Compensation Table and by all executive
officers and directors of Peoples as a group:




                  Amount and Nature of Beneficial Ownership (1)
                  ---------------------------------------------

                                                           Common Shares
                                                    Which Can Be Acquired Upon
                           Common Shares         Exercise of Options Exercisable
Name                       Presently Held                 Within 60 Days                 Total     Percent of Class(2)
----                       --------------                 --------------                 -----     ----------------
                                                                                            
Carl Baker, Jr.                   20,785(3)                   9,151                      29,936           (4)
David B. Baker (5)                15,486(6)                  31,892                      47,378           (4)
George W. Broughton              161,147(7)                   9,730                     170,877          1.73%
Frank L. Christy                  76,652(8)                   2,508                      79,310           (4)
John W. Conlon (5)                22,064(9)                  24,702                      46,766           (4)
Wilford D. Dimit                 38,870(10)                  10,111                      48,981           (4)
Robert E. Evans (5)             172,204(11)                  43,044                     215,248          2.17%
Larry E. Holdren (5)             19,638(12)                  21,123                      40,761           (4)
Rex E. Maiden                     1,094(13)                   7,855                       8,949           (4)
Robert W. Price                  12,011(14)                   1,100                      13,111           (4)
Paul T. Theisen                  24,472(15)                  14,234                      38,706           (4)
Thomas C. Vadakin                14,363(16)                   1,100                      15,463           (4)
Joseph H. Wesel                  36,567(17)                  12,240                      48,807           (4)
Joseph S. Yazombek (5)           21,328(18)                  30,425                      51,753           (4)

All directors and
executive officers as a
group (numbering 16)
                                654,222(19)                 252,022                     906,244         9.15%
--------------------------




(1)    Unless otherwise noted, the beneficial owner has sole voting and
       investment power with respect to all of the common shares reflected in
       the table. All fractional common shares have been rounded to the nearest
       whole common share.

(2)    The percent of class is based upon 9,647,555 common shares issued and
       entitled to vote on the Record Date and the number of common shares as to
       which the named person or group has the right to acquire beneficial
       ownership upon the exercise of options exercisable within 60 days of the
       Record Date.

(3)    Includes 6,050 common shares held by B & N Coal, Inc., as to which Mr.
       Baker exercises shared voting and investment power. Also includes 6,613
       common shares held by Mr. Baker as Trustee of the Gilbert Baker Trust as
       to which Mr. Baker is Trustee, and exercises sole voting and investment
       power. Does not include 220 common shares accrued to Mr. Baker's account
       under the Peoples Bancorp Inc. Deferred Compensation Plan for Directors
       of Peoples Bancorp Inc. and Subsidiaries, as to which Mr. Baker has no
       voting or investment power. Does not include 24,901 common shares held in
       the Jewel Baker Trust as to which Mr. Baker is a beneficiary and has no
       voting or investment power.

(4)    Reflects ownership of less than 1%.

(5)    Executive officer of Peoples named in the Summary Compensation Table.

(6)    Includes 11,957 common shares held jointly by Mr. Baker and his wife as
       to which he exercises shared voting and investment power. Includes 3,529
       common shares allocated to the account of Mr. Baker in the Peoples
       Bancorp Inc. Retirement Savings Plan with respect to which Mr. Baker has
       the power to direct the voting and investment.

(7)    Includes 6,930 common shares held by Mr. Broughton as custodian for his
       children, as to which Mr. Broughton has sole voting and investment power
       and claims beneficial ownership. Includes 532 common shares held by GWB
       Sales, Inc., as to which Mr. Broughton exercises shared voting and
       investment power. Includes 24,050 common shares held by Mr. Broughton as
       Trustee of the George W. Broughton and Nancy R. Broughton Retained
       Annuity Trust, as to which Mr. Broughton has shared voting and investment
       power. Includes 11,685 common shares held in an IRA account by Peoples
       Bank as custodian, as to which Mr. Broughton exercises shared voting and
       investment power. Does not include 15,556 common shares held of record
       and beneficially owned by Mr. Broughton's wife, or 100 common shares held
       of record and beneficially owned by Mr. Broughton's daughter, as to which
       he has no voting or investment power and disclaims beneficial ownership.
       Does not include 1,090 common shares accrued to Mr. Broughton's account
       under the Peoples Bancorp Inc. Deferred Compensation Plan for Directors
       of Peoples Bancorp Inc. and Subsidiaries, as to which Mr. Broughton has
       no voting or investment power.

(8)    Includes 9,210 common shares held in the Frank L. Christy Investment
       Account as to which he exercises shared voting and investment power. Also
       includes 67,176 common shares held in the Riverbank Restaurants Inc.
       Agency Account as to which Mr. Christy exercises shared voting and
       investment power.

(9)    Includes 11,504 common shares allocated to the account of Mr. Conlon in
       the Peoples Bancorp Inc. Retirement Savings Plan with respect to which
       Mr. Conlon has the power to direct the voting and investment. Does not
       include 8 common shares held of record and owned beneficially by Mr.
       Conlon's wife, or 3,670 common shares allocated to the account of Mr.
       Conlon's wife in the Peoples Bancorp Inc. Retirement Plan, as to which
       common shares Mr. Conlon has no voting or investment powers and disclaims
       beneficial ownership.

(10)   These common shares are held jointly by Mr. Dimit and his wife, and he
       exercises shared voting and investment power. Does not include 13,145
       common shares accrued to Mr. Dimit's account under the Peoples Bancorp
       Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
       Subsidiaries, as to which Mr. Dimit has no voting or investment power.

(11)   Includes 33,176 common shares allocated to the account of Mr. Evans in
       the Peoples Bancorp Inc. Retirement Savings Plan with respect to which
       Mr. Evans has the power to direct the voting and investment. Does not
       include 21,425 common shares held of record and owned beneficially by Mr.
       Evans' wife, nor 4,000 common shares held jointly by Mr. Evans' wife and
       their son, as to which common shares Mr. Evans has no voting or
       investment power and disclaims beneficial ownership. Does not include
       12,114 common shares accrued to Mr. Evans' account under the Peoples
       Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp
       Inc. and Subsidiaries, as to which Mr. Evans has no voting or investment
       power.

(12)   Includes 5,818 common shares held jointly by Mr. Holdren and his wife as
       to which he exercises shared voting and investment power. Includes 13,820
       common shares allocated to the account of Mr. Holdren in the Peoples
       Bancorp Inc. Retirement Plan with respect to which Mr. Holdren has the
       power to direct the voting and investment.

(13)   Does not include 1,189 common shares accrued to Mr. Maiden's account
       under the Peoples Bancorp Inc. Deferred Compensation Plan for Directors
       of Peoples Bancorp Inc. and Subsidiaries, as to which Mr. Maiden has no
       voting or investment power.

(14)   Includes 10,000 common shares held in the Robert W. Price Investment
       Account at Peoples Bank as to which Mr. Price shares investment and
       voting power. Does not include 1,357 common shares accrued to Mr. Price's
       account under the Peoples Bancorp Inc. Deferred Compensation Plan for
       Directors of Peoples Bancorp Inc. and Subsidiaries, as to which Mr. Price
       has no voting or investment power.

(15)   Does not include 4,930 common shares accrued to Mr. Theisen's account
       under the Peoples Bancorp Inc. Deferred Compensation Plan for Directors
       of Peoples Bancorp Inc. and Subsidiaries, as to which Mr. Theisen has no
       voting or investment power.

(16)   Includes 13,586 common shares in the Thomas C. Vadakin Investment Account
       in Peoples Bank as to which Mr. Vadakin shares investment and voting
       power.

(17)   Does not include 16,334 common shares held of record and beneficially
       owned by Mr. Wesel's wife as to which he has no voting or investment
       power and disclaims beneficial ownership. Does not include 6,729 common
       shares accrued to Mr. Wesel's account under the Peoples Bancorp Inc.
       Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and
       Subsidiaries, as to which Mr. Wesel has no voting or investment power.
       Does not include 36,939 common shares in the Joseph and Lu Wesel
       Grandchildren's Trust, as to which Peoples Bank has sole investment and
       voting power. Does not include 26,285 common shares held of record by the
       Marietta Ignition, Inc. Pension Plan as to which Mr. Wesel has no voting
       or investment power and disclaims beneficial ownership. Mr. Wesel serves
       as a member of the Administrative Committee for the Marietta Ignition,
       Inc. Pension Plan. Peoples Bank shares voting power with respect to the
       common shares held in the Marietta Ignition, Inc. Pension Plan with the
       Plan Administrator, and the common shares are included among the common
       shares shown as beneficially owned by Peoples Bank in the preceding
       table.

(18)   Includes 9,238 common shares held jointly by Mr. Yazombek and his wife.
       Includes 12,090 common shares allocated to the account of Mr. Yazombek in
       the Peoples Bancorp Inc. Retirement Plan with respect to which Mr.
       Yazombek has the power to direct the voting and disposition.

(19)   Includes common shares held jointly by directors and executive officers
       with other persons. Also includes 80,576 common shares allocated to the
       accounts of all executive officers of Peoples in the Peoples Bancorp Inc.
       Retirement Savings Plan. See notes (3) and (6) through (18) above.



             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     To Peoples'  knowledge,  based  solely on a review of reports  furnished to
Peoples and written representations that no other reports were required,  during
the 2002 Fiscal Year, all filing requirements applicable to officers, directors,
and greater than 10%  beneficial  owners of Peoples  under  Section 16(a) of the
Securities Exchange Act of 1934, as amended,  (the "Exchange Act") were complied
with, except as noted below:

(1)   David B. Baker filed a delinquent Form 4 on August 2, 2002, to report a
      transaction by his wife which occurred on May 2, 2002.

(2)   Joseph H. Wesel filed a delinquent Form 4 on January 10, 2003, to report
      a transaction by his wife which occurred on December 23, 2002.

                        TRANSACTIONS INVOLVING MANAGEMENT

     Paul T. Theisen is Of Counsel to the law firm of  TheisenBrock,  LPA, which
rendered legal  services to Peoples and its  subsidiaries  during  Peoples' 2002
Fiscal  Year and is  expected  to  render  legal  services  to  Peoples  and its
subsidiaries during Peoples' 2003 fiscal year.

     During  Peoples'  2002 Fiscal  Year,  Peoples  Bank  entered  into  banking
transactions,  in the  ordinary  course  of  business,  with  certain  executive
officers and directors of Peoples, with members of their immediate families, and
with corporations for which directors of Peoples serve as executive officers. It
is  expected  that  similar  banking  transactions  will be entered  into in the
future.  Loans to such persons have been made on  substantially  the same terms,
including  the  interest  rate  charged and the  collateral  required,  as those
prevailing at the time for comparable  transactions  with persons not affiliated
with  Peoples or its  subsidiaries.  These  loans have been  subject to, and are
presently  subject  to,  no more  than a normal  risk of  uncollectibility,  and
present  no  other  unfavorable  features.  The  aggregate  amount  of  loans to
directors and executive  officers of Peoples,  and affiliates of these directors
and executive  officers,  as a group at December 31, 2002, was $2,999,000.  This
does not include the aggregate  amount of  $21,348,000  in loans to  individuals
acting in the sole capacity as directors or executive  officers of  subsidiaries
of Peoples,  including affiliates of these directors and executive officers.  As
of the  date  of  this  proxy  statement,  all of the  loans  described  in this
paragraph are performing loans in accordance the original terms.

                              ELECTION OF DIRECTORS
                            (Items 1 and 2 on Proxy)

     The Board of Directors  proposes that each of the three  nominees  named in
the following  table be elected for a three-year term and until his successor is
duly elected and qualified or until the earlier of his resignation, removal from
office,  or death.  The three  nominees for election for the term in expiring in
2006  receiving  the  greatest  number of votes will be elected.  Common  shares
represented  by properly  executed  and  returned  proxies will be voted FOR the
election  of the  Board of  Directors'  nominees  for  three-year  terms  unless
authority  to vote for one or more  nominees is  withheld.  Common  shares as to
which the  authority to vote is withheld  will  counted for quorum  purposes but
will not be counted  toward the  election of directors or toward the election of
the  individual  nominees  specified on the form of proxy.  The following  table
gives certain information  concerning each nominee for election as a director of
Peoples for a three year term. Unless otherwise  indicated,  each individual has
had his principal occupation for more than five years.



                       NOMINEES FOR TERMS EXPIRING IN 2006
                                                                                              Director       Nominee
                                         Position(s) Held With Peoples and                  Continuously     For Term
   Nominee              Age         its Subsidiaries and Principal Occupation(s)                Since       Expiring In
   -------              ---         --------------------------------------------                -----       -----------
                                                                                                    
Carl Baker, Jr.         40        President  and  CEO,  B  &  N  Coal,   Inc.,  a  mining,      2000            2006
                                  reclamation,  and  construction  concern in Southeastern
                                  Ohio;  Co-Owner of Sharon Stone Company, a limestone and
                                  slag producer in Noble and  Washington  Counties,  Ohio;
                                  Owner of Dexter  Hardwoods,  Inc.,  a  hardwood  sawmill
                                  located in Noble  County,  Ohio.  Partner in Belpre Sand
                                  & Gravel Company,  a sand and gravel  operation  located
                                  in  Little  Hocking,   Washington  County,  Ohio,  since
                                  December 2002.  (1)

George W. Broughton     45        Since September 1999:  President of GWB Sales,  Inc., an      1994            2006
                                  ice cream, frozen food, and coffee service  distributor;
                                  President of  Broughton  Commercial  Properties,  LLC, a
                                  commercial   properties  rental  company;   Chairman  of
                                  Broughton    Foundation,    a    nonprofit    charitable
                                  foundation,  and Broughton  Park, a park facility  owned
                                  by the Broughton  Foundation  and made  available to the
                                  public;   and   President   and   Controller  of  George
                                  Broughton Family LLC, an asset management  company,  all
                                  based  in  Marietta,  Ohio.  Prior  to  that  time,  Mr.
                                  Broughton   served  as  a  director  and  EVP/Sales  and
                                  Marketing for Broughton  Foods Company,  a processor and
                                  distributor of dairy products. (1)

 Wilford D. Dimit       68        President of First Settlement,  Inc., Marietta, Ohio, a       1993           2006
                                  retail clothing store, shoe store and restaurant. (1)
 --------------------------

        (1) Also a Director of Peoples Bank.



     Pursuant to the  authority  granted under Section 2.02 (C) of Peoples' Code
of  Regulations  ("Regulations"),  on January 9,  2003,  the Board of  Directors
increased to four the number of directors in the class whose term expires at the
2005 Annual  Meeting,  and appointed Mark F. Bradley to fill the vacancy created
by the increase until this Annual Meeting.  The Board of Directors has nominated
Mr.  Bradley for  election in the class of  directors  whose terms expire at the
2005 Annual  Meeting.  The nominee for  election  for the term  expiring in 2005
receiving  the  greatest  number  of  votes  will  be  elected.   Common  shares
represented  by properly  executed  and  returned  proxies will be voted FOR the
election of Mr. Bradley, unless authority to vote is withheld.  Common shares as
which the authority to vote is withheld will be counted for quorum  purposes but
will not be counted  toward the  election of directors or toward the election of
the individual nominee specified on the form of proxy. The following table gives
certain  information  the nominee for  election as a director of Peoples for the
term  expiring  in 2005.  Unless  otherwise  indicated,  the nominee has had his
principal occupation for more than five years.



                        NOMINEE FOR TERM EXPIRING IN 2005

                                    Position(s) Held With Peoples and                       Continuously     For Term
   Nominee              Age         its Subsidiaries and Principal Occupation(s)                Since       Expiring In
   -------              ---         --------------------------------------------                -----       -----------
                                                                                                   
Mark F. Bradley         33        Chief  Integration  Officer  of  Peoples  Bancorp,  Inc.       2003          2005
                                  since  January  2001;   President  and  Chief  Operating
                                  Officer of Peoples Bank since July 2002;  Controller  of
                                  Peoples and Peoples Bank from 1997 until May 2001. (1)

---------------------------

        (1) Also a Director of Peoples Bank.



     While it is contemplated that all nominees will stand for election,  if one
or more  nominees at the time of the Annual  Meeting  should be  unavailable  or
unable to serve as a candidate for election as a director,  the proxies  reserve
full  discretion to vote the common shares  represented by the proxies they hold
for  the  election  of the  remaining  nominees  and  for  the  election  of any
substitute nominee or nominees  designated by the Board of Directors.  The Board
of Directors knows of no reason why any of the above-mentioned  individuals will
be unavailable or unable to serve if elected to the Board.

     Under Peoples'  Regulations,  shareholder  nominations  for election to the
Board of  Directors  must be made in writing and must be  delivered or mailed to
the  Secretary  of Peoples  not less than 14 days nor more than 50 days prior to
any meeting of shareholders  called for the election of directors.  However,  if
less  than 21 days'  notice of the  meeting  is given to the  shareholders,  the
nomination must be mailed or delivered to the Secretary not later than the close
of  business on the  seventh  day  following  the day on which the notice of the
meeting  was  mailed to the  shareholders.  Each  nomination  must  contain  the
following information to the extent known by the notifying shareholder:  (a) the
name, age, business address and residence address of each proposed nominee;  (b)
the principal  occupation or employment of each proposed nominee; (c) the number
of  common  shares  beneficially  owned  by  each  proposed  nominee  and by the
notifying  shareholder;  and (d) any other information  required to be disclosed
with  respect to a nominee  for  election  as a director  under the proxy  rules
promulgated  under the Exchange Act. Each such  notification must be accompanied
by the written consent of the proposed nominee to serve as a director of Peoples
if elected.  Nominations not made in accordance with the Regulations of Peoples,
as determined by the Chairman of the Annual Meeting will be disregarded.

     The  following  table  gives  certain  information  concerning  the current
directors who will continue to serve after the Annual Meeting.  Unless otherwise
indicated,  each individual has had his principal  occupation for more than five
years.



                                    Position(s) Held With Peoples and                         Continuously     For Term
   Nominee              Age         its Subsidiaries and Principal Occupation(s)                  Since       Expiring In
   -------              ---         --------------------------------------------                  -----       -----------
                                                                                                    
 Robert E. Evans        62       President  and Chief  Executive  Officer  of  Peoples;  Chief     1980         2004
                                 Executive  Officer and Chairman of the Board of Peoples Bank.
                                 (1)

 Frank L. Christy       55       President/Owner  of Christy &  Associates,  Inc.,  a business     1999         2005
                                 development company located in Marietta, Ohio.

 Rex E. Maiden          67       Chairman of the Board of Maiden & Jenkins  Construction  Co.,     1996         2005
                                 Nelsonville,  Ohio, contractor for bridges and highways,  and
                                 commercial,  industrial and educational buildings;  Treasurer
                                 and  Director of Sunday  Creek Coal Co.,  Nelsonville,  Ohio,
                                 holding  company  for  land  and  minerals  (coal  and  oil);
                                 President   and   Chairman   of  the  Board  of   Nelsonville
                                 Consulting and Construction  Co.,  Nelsonville,  Ohio, design
                                 consulting   firm;   Chairman   of  the   Board,   Black  Top
                                 Contracting,  Nelsonville, Ohio, paving contractor;  Chairman
                                 of the Board,  B T  Materials,  Nelsonville,  Ohio,  sand and
                                 gravel mining operation and ready-mix concrete plant. (1)

 Robert W. Price        39       Operations   Manager,   Shelly   Materials,   Inc.   Columbus     2000       2004
                                 District,  a  division  of The  Shelly  Company.  The  Shelly
                                 Company  is an asphalt  and  construction  materials  company
                                 headquartered   in  Thornville,   Ohio,  and  a  wholly-owned
                                 subsidiary of Oldcastle  Materials  Group,  a division of CRH
                                 plc.  President  of:  Smith  Concrete  Company,  a  ready-mix
                                 concrete  company;   Chesterhill   Stone  Company,   a  sand,
                                 limestone  and  gravel  company;  and Price  Inland  Terminal
                                 Company,  an off-river terminal service providing  offloading
                                 and dry bulk storage of raw material.

 Thomas C. Vadakin (2)  73       Retired.   Formerly   director  of  The   Airolite    Company,    1989       2004
                                 Marietta,   Ohio,  a  manufacturer  of  ventilation   louvers,
                                 between 1994 and 2002.  (1)

 Paul T. Theisen (2)    72       Attorney-At-Law.   Currently   active  as  a   mediator   and     1980       2004
                                 arbitrator.  For more than 40  years,  was a  litigator  with
                                 TheisenBrock,  LPA, Attorneys at Law, Marietta, Ohio, and has
                                 been Of Counsel since 1998. (1)

 Joseph H. Wesel        73       President  of W.D.A.,  Inc.,  Marietta,  Ohio,  a real estate     1980       2005
                                 holding  company;  Chairman  of the  Board of  Peoples  since
                                 1991. (1)
----------------------------

(1) Also a director of Peoples Bank.

(2) Thomas C. Vadakin and Paul T. Theisen are brothers-in-law.



     The Board of Directors held a total of fourteen  meetings  during  Peoples'
2002 Fiscal Year. Each incumbent  director attended 75% or more of the aggregate
of the total  number of meetings  held by the Board of  Directors  and the total
number of meetings held by all committees on which he served in each case during
his period of service. The Board of Directors has two standing  committees:  the
Audit Committee and the Compensation Committee.

     The AUDIT COMMITTEE is comprised of seven  independent  directors,  as that
term is defined for the purposes of the NASDAQ listing requirements:  Wilford D.
Dimit, Chairman; Carl Baker, Jr.; George W. Broughton;  Frank L. Christy; Robert
W. Price; Thomas C. Vadakin; and Joseph H. Wesel. The Peoples Bancorp Inc. Board
of Director's  Audit Committee  Charter,  as approved by the Board of Directors,
governs the Audit Committee.  The activities of the Audit Committee are detailed
in the Audit Committee Report to Shareholders.

     The COMPENSATION  COMMITTEE is comprised of six independent  directors,  as
that term is defined for the purposes of the NASDAQ listing requirements: Joseph
H. Wesel, Chairman; Carl Baker, Jr.; Frank L. Christy;  Wilford D. Dimit; Rex E.
Maiden; and Thomas C. Vadakin,  none of whom is a compensated  executive officer
or employee of Peoples or its  subsidiaries.  The  function of the  Compensation
Committee is to review and  recommend for approval by the Board of Directors the
salaries, bonuses, employment agreements and employee benefit plans for officers
and  employees,  to  supervise  the  operation of Peoples'  compensation  plans,
including its stock option  plans,  to select those  eligible  employees who may
participate  in each plan (where  selection is required)  and  prescribe  (where
permitted  under the terms of the plan) the terms of any stock  options  granted
under any stock option plan of Peoples.

     The Board of  Directors  does not have a standing  nominating  committee or
committee performing similar functions.

                                 AUDIT COMMITTEE
                             REPORT TO SHAREHOLDERS

     The Audit Committee oversees Peoples' financial reporting process on behalf
of the Board of Directors.  Management  has the primary  responsibility  for the
consolidated  financial  statements  and the  reporting  process  including  the
systems of internal controls. In fulfilling its oversight responsibilities,  the
Audit Committee reviewed the audited  consolidated  financial  statements in the
Annual Report with management including a discussion of the quality not just the
acceptability of the accounting  principles,  the  reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

     The Board of Directors  appointed  Ernst & Young LLP ("E&Y") as independent
auditors  for  Peoples  during the 2002  Fiscal  Year.  E&Y is  responsible  for
expressing an opinion on the  conformity of the audited  consolidated  financial
statements with generally accepted  accounting  principles.  The Audit Committee
reviewed with E&Y their judgments as to the quality, not just the acceptability,
of Peoples'  accounting  principles and such other matters as are required to be
discussed with the Audit Committee under generally  accepted auditing  standards
and Statement on Auditing Standards No. 61. In addition, the Audit Committee has
discussed  with E&Y the  auditors'  independence  from  management  and Peoples,
including the matters in the written  disclosures  required by the  Independence
Standards Board Standard No. 1,  Independence  Discussions With Audit Committee.
The Audit Committee  considered the non-audit  services rendered by E&Y with the
compatibility of the auditors' independence.

     The Audit Committee  discussed with Peoples'  internal auditors and E&Y the
overall scope and plans for their  respective  audits.  The Audit  Committee met
with the internal  auditors and E&Y,  with and without  management  present,  to
discuss  the  results  of their  examinations,  their  evaluations  of  Peoples'
internal controls, and the overall quality of Peoples' financial reporting.  The
committee held four meetings during fiscal year 2002.

     In reliance on the reviews  and  discussions  referred to above,  the Audit
Committee recommended to the Board of Directors (and the Board has approved) the
audited  consolidated  financial  statements be included in the Annual Report on
Form 10-K for the year ended  December 31, 2002,  for filing with the Securities
and Exchange  Commission.  The Audit Committee has also recommended to the Board
of Directors the selection of E&Y as Peoples'  independent auditors for the 2003
fiscal year.

Submitted by the Audit Committee of Peoples' Board of Directors:

         Wilford D. Dimit, Chairman; Carl Baker, Jr.; George W. Broughton;
         Frank L. Christy; Robert W. Price; Thomas C. Vadakin; and
         Joseph H. Wesel, Members.







                        REPORT OF COMPENSATION COMMITTEE
                            ON EXECUTIVE COMPENSATION

     The Compensation  Committee meets  periodically to review and recommend for
approval by the Board of Directors salaries,  bonuses, employment agreements and
employee  benefits  plans  for  officers  and  associates,  including  executive
officers of Peoples.  The Committee  also  supervises  the operation of Peoples'
compensation  plans,  selects those eligible  associates who may  participate in
each plan (where  selection is permitted) and prescribes  (where permitted under
the terms of the plan) the terms of any stock  options  granted  under any stock
option plan of Peoples.  The  Compensation  Committee met three times during the
2002 Fiscal Year.

     Section 162(m) of the Internal Revenue Code of 1986, as amended,  prohibits
Peoples  from  claiming  a  deduction  on its  federal  income  tax  return  for
compensation  in excess of $1 million  paid for a given fiscal year to the chief
executive  officer (or person acting in that  capacity) at the close of Peoples'
fiscal year and the four most highly compensated officers of Peoples, other than
the chief executive officer,  at the end of Peoples' fiscal year. The $1 million
compensation   deduction   limitation  does  not  apply  to   "performance-based
compensation".  Due to the fact that all executive  officers of Peoples  receive
compensation at levels  substantially below the $1 million  deductibility limit,
the  Compensation  Committee  does  not  propose  at this  time to  present  for
shareholder approval performance goals such as those provided in the Performance
Compensation  Program  ("Program")  discussed below. The 1995 Stock Option Plan,
1998 Stock Option Plan, and 2002 Stock Option Plan comply with Section 162(m) so
that any  compensation  which may be received by  executive  officers of Peoples
under  those  plans  will  qualify  as  "performance-based".   The  Compensation
Committee  will rely,  from time to time,  upon the advice of  Peoples'  General
Counsel regarding the  appropriateness of presenting the Program, or any similar
plan, to shareholders.

     The   Compensation   Committee   operates  under  the  principle  that  the
compensation of executive officers should be directly and significantly  related
to the financial performance of Peoples. The compensation  philosophy of Peoples
reflects a commitment to reward executive officers for performance  through cash
compensation  and through plans designed to enhance the long-term  commitment of
officers  and  associates  to Peoples  and its  subsidiaries.  Peoples  seeks to
attract  and  retain  quality  talent,  which is key to the short and  long-term
success of Peoples.  In order to accomplish this goal,  Peoples seeks to pay its
executive  officers base salaries that are  competitive  and comparable to other
financial institutions of similar size and overall performance.

     The cash  compensation  program  for  executive  officers  consists  of two
elements,  a base salary component and an incentive  component payable under the
Program.  The combination of base salary and incentive  compensation is designed
to relate total cash  compensation  levels to the  performance  of Peoples,  its
subsidiaries  and the  individual  executive  officer.  The  Committee  reviewed
comparative  salary data for the chief executive officer from various sources of
information including the 2001 SNL Executive Compensation Review prepared by SNL
Securities  for a Midwest peer group of publicly  traded bank holding  companies
(30 participants);  2001 Bank Compensation  Survey as prepared by Crowe,  Chizek
and Company llp for Midwestern banks of the asset size $500 million - $1 billion
(20 banks  participating with an average asset size of $657 million) and greater
than $1  billion  (17 banks  participating  with an  average  asset size of $2.1
billion); and the 2001 Financial Institutions Compensation Survey for Ohio banks
of the asset size  greater  than $500  million (7  participants  with an average
asset size of $2.0 billion).  The Committee  approved a base salary  increase of
6.2% for Mr. Evans for 2002 Fiscal Year to $290,000.  The  Committee  was of the
opinion  the  adjustments   made  were  necessary  and  appropriate  to  provide
reasonably competitive compensation.

     In late 1996,  Peoples  established  the Program in which all associates of
Peoples  and its  subsidiaries  are  eligible  to  participate.  The  Program is
designed  to  reward  all   associates   for  balanced   growth  and   increased
profitability.  The amount of the award available for distribution is based upon
Peoples'  performance with regard to specified  performance  goals. In 2002, the
incentive payout for certain officers,  including executive officers,  was based
on Peoples'  consolidated  financial  results and  individual  performance as it
related to certain individual  qualitative and quantitative incentive objectives
specifically  related to their areas of responsibility  and aligned with overall
corporate objectives. The incentive payout for all other associates was based on
Peoples'  consolidated  financial results and an assessment of their performance
based on their individual job requirements.  The allocation of the bases for the
payout percentage may be adjusted on an annual basis.

     In 2002, the corporate  performance  goals focused  equally on earnings per
share,  return on average equity,  and the  non-interest  income leverage ratio,
which is a measure of  non-interest  income relative to operating  expense.  The
Program  compared  current year  performance to the  immediately  prior year and
rewarded  associates  for  incremental  growth  in  the  key  performance  goals
previously  listed.  Enhanced  performance in relation to the performance  goals
creates higher incentive bonuses.

     The incentive  compensation of Mr. Evans was based on Peoples' consolidated
financial results using the  aforementioned  key performance  goals.  During the
2002 Fiscal Year, performance goals were exceeded resulting in a payout in 2003,
for the 2002  Fiscal  Year,  to Mr.  Evans of  47.9%  of his  base  salary.  The
incentive compensation of the other executive officers listed on page 11, except
Mr.  Yazombek  (described  below),  was  based  on  a  combination  of  Peoples'
consolidated  financial results, as previously  described,  with a 75% weighting
and the remaining 25% was based on qualitative and or  quantitative  performance
measures related to each executive officer's respective areas of responsibility.
The incentive compensation of Mr. Yazombek,  Chief Lending Officer, was based on
Peoples'  consolidated  financial results using the key performance goals with a
50% weighting, 25% based on corporate loan goals/asset quality measures, and the
final 25% was based on personal loan goals.  Executive  officers are required to
defer 25% of their  incentive  compensation  for a period of three (3) years and
have an option to defer any of remaining  incentive until they reach  retirement
age.  Interest is accrued at 50% of Peoples'  return on average equity  achieved
during the calendar year.

     Peoples'  long-term  compensation  program  consists  primarily  of options
granted under Peoples' stock option plans. The Compensation  Committee  believes
that  stock  ownership  by  members  of  Peoples'   management  and  stock-based
performance compensation arrangements are important in aligning the interests of
management  with  those  of  shareholders,   generally  in  the  enhancement  of
shareholder value.  Options are granted with an exercise price equal to the fair
market  value of  Peoples'  common  shares on the date of grant.  If there is no
appreciation in the fair market value of Peoples' common shares, the options are
valueless. In the past several years, the Compensation Committee granted options
based upon its  subjective  determination  of the  relative  current  and future
contribution  each officer has or may make to the long-term  welfare of Peoples.
During 2002, the  Compensation  Committee  granted  options under the 2002 Stock
Option Plan based on a combination of corporate goals and/or specific individual
goals,  with weightings  between  corporate and individual goals similar to that
used under the Program for each  executive  officer as described in the previous
paragraph.

     In order to further  enhance Mr.  Evans'  long-term  commitment  to Peoples
Bank,  Peoples Bank  entered in a Deferred  Compensation  Agreement  with him in
1976.  Under  this  agreement,  Mr.  Evans  agreed to serve  Peoples  Bank as an
employee until he reaches age 65 or until his earlier retirement,  disability or
death and agreed not to engage in activities in  competition  with Peoples Bank.
The amount of $5,000 is  automatically  accrued to Mr.  Evans'  account upon the
completion  of each year of  service to  Peoples  Bank  until he reaches  normal
retirement age.

     At various  times in the past,  Peoples  has adopted  broad-based  employee
benefit plans in which Peoples'  executive officers are permitted to participate
on the same  terms  as  non-executive  officer  associates  who meet  applicable
eligibility  criteria,  subject to legal  limitations on the amounts that may be
contributed or the benefits that may be payable under the plans.

     To enhance the  long-term  commitment  of the  officers and  associates  of
Peoples and its  subsidiaries,  Peoples  established  the Peoples  Bancorp  Inc.
Retirement Savings Plan (the "Peoples 401(k) Plan"). All officers and associates
of Peoples and its subsidiaries may participate in the Peoples 401(k) Plan, upon
satisfying applicable eligibility criteria.  Peoples' matching contributions and
participant  contributions  may be  invested  in common  shares  providing  each
participant  with motivation  toward safe and sound long-term growth of Peoples.
Peoples'  matching  contributions  may vary at the  discretion  of the  Board of
Directors.

     The Compensation  Committee will continue to monitor compensation issues to
ensure adequate and  appropriate  compensation  of Peoples'  executive  officers
while  creating  a  mutuality  of  interest  between   executive   officers  and
shareholders through compensation structures that share the rewards and risks of
strategic decision-making.

Submitted by the Compensation Committee of Peoples' Board of Directors:

         Joseph H. Wesel, Chairman; Frank L. Christy; Wilford D. Dimit; Rex E.
         Maiden; and Thomas C. Vadakin, Members







                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary of Cash and Certain Other Compensation
----------------------------------------------

     The  following  table  shows,  for the last three  fiscal  years,  the cash
compensation  paid by Peoples  and its  subsidiaries,  as well as certain  other
compensation  paid or accrued for those  years,  to Robert E.  Evans,  the Chief
Executive  Officer  of  Peoples  and the  four  other  most  highly  compensated
executive officers of Peoples.




                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                          Annual Compensation
                                                          -------------------
                                                                                       Long Term
                                                                                     Compensation
                                                           Salary                       Awards           All Other Compensation
                                                 --------------------------         ----------------   --------------------------
                                                                                         Common         Interest on
                                                                                         Shares          Deferred
                                                                  Directors'           Underlying        Incentive
Name and Principal Position               Year    Base Salary     Fees (1)   Bonus (2)  Options (3)       Payment     All Other (4)
---------------------------               ----         ------     -----      -----      -------           -------     ---------
                                                                                        
Robert E. Evans                           2002       $290,000   $ 17,800   $ 139,000     10,155           $ 1,915     $ 10,272
President & Chief Executive Officer       2001       $273,160   $ 15,850   $  86,592         --                --     $ 11,800
                                          2000       $260,660   $ 16,700   $  30,940      3,000                --     $ 13,451

David B. Baker                            2002       $150,000         --   $  48,600      2,672           $ 2,576     $  6,000
Executive Vice President                  2001       $147,040         --   $  29,120         --                --     $  6,269
                                          2000       $126,349   $    200   $   9,680      3,000                --     $  5,263

John W. Conlon                            2002       $141,000         --   $  54,144      3,545           $ 1,417     $  5,953
Chief Financial Officer and Treasurer     2001       $132,342         --   $  35,600         --                --     $  5,641
                                          2000       $110,500         --   $   8,696      3,000                --     $  4,618

Larry E. Holdren                          2002       $150,000         --   $  59,550      3,649           $ 3,284     $  5,500
Executive Vice President                  2001       $145,634         --   $  37,128         --                --     $  6,219
                                          2000       $125,005         --   $   9,837      3,000                --     $  5,211

Joseph S. Yazombek                        2002       $150,000         --   $  59,700      4,221           $ 2,310     $  6,377
Executive Vice President/                 2001       $145,600         --   $  41,787         --                --     $  6,211
Chief Lending Officer                     2000       $123,000   $    200   $   9,680      3,000                --     $  4,927

----------------------------

(1)    Fees received by Mr. Evans for services rendered as a director of Peoples
       and its subsidiaries. Fees received by Mr. Baker and Mr. Yazombek for
       services rendered during 2000 as directors of Peoples Bank fsb, a
       subsidiary of Peoples at time of payment of the fees.

(2)    All bonuses were earned under the Performance Compensation Program, and
       are reported for the fiscal year for which they were earned. Bonuses are
       traditionally paid during the first quarter of the following fiscal year.

(3)    All numbers have been adjusted for a 10% stock dividend issued on
       September 12, 2001 and  June 28, 2002.

(4)    "All Other" includes contributions by Peoples to the Peoples 401(k) Plan
       on behalf of each of the named executive officers to match their pre-tax
       elective deferral contributions (included under "Salary"). For Mr. Evans,
       "All Other" also includes the amount of $5,000, which was accrued
       pursuant to the terms of a Deferred Compensation Agreement between Mr.
       Evans and Peoples. See the discussion under "Deferred Compensation
       Agreement".



Grant of Options
----------------

     The following table sets forth information  concerning individual grants of
options made under  Peoples'  2002 Stock Option Plan during the 2002 Fiscal Year
to the named executive  officers.  Peoples has never granted stock  appreciation
rights.









                                           OPTION GRANTS IN LAST FISCAL YEAR

                                                                                          Potential Realizable Value at
                                                                                             Assumed Annual Rates of
                             Number of           % of Total                                Share Price Appreciation for
                            Common Shares      Options Granted    Exercise                       Option Term (2)
                            Underlying          to Employees       Price       Expiration  ------------------------------
Name                     Options Granted (1)   in Fiscal Year     ($/Share)       Date          5%            10%
----                     ---------------       --------------     ---------       ----          --            ---
                                                                                         
Robert E. Evans              11,170                16.04%          $ 24.77      5/9/2012     $ 174,024     $ 441,012
David B. Baker                2,939                 4.22%          $ 24.77      5/9/2012     $  45,788     $ 116,037
John W. Conlon                3,899                 5.60%          $ 24.77      5/9/2012     $  60,745     $ 153,939
Larry E. Holdren              4,014                 5.77%          $ 24.77      5/9/2012     $  62,537     $ 158,480
                              4,643                 6.67%          $ 24.77      5/9/2012     $  72,336     $ 183,314
Joseph S. Yazombek
-------------------------

(1)    All options were granted under the 2002 Stock Option Plan, and are 100%
       exercisable three years after date of grant. If employment with Peoples
       and its subsidiaries is terminated by reason of death, disability, or
       retirement in accordance with standard retirement policies of Peoples,
       vesting is accelerated and exercisable the earlier of 12 months from the
       date of termination or expiration of the option. If employment is
       voluntarily terminated, only those options exercisable on the date of
       termination are exercisable the earlier of 12 months from the date of
       termination or expiration of the option. No option may be exercised after
       the date of termination if termination is for "cause".

(2)    The dollar amounts reflected in this table are the result of
       calculations at the 5% and 10% annual appreciation rates set by the SEC
       for illustrative purposes, and assume the options are held until their
       expiration date. Such dollar amounts are not intended to forecast future
       financial performance or possible future appreciation in the prices of
       Peoples common shares. Shareholders are therefore cautioned against
       drawing any conclusions from the appreciation data shown, aside from the
       fact the optionee will only realize value from the option grants shown if
       the price of Peoples common shares appreciates.




Option Exercises and Holdings
-----------------------------

     The following table summarizes  information  concerning  options  exercised
during,  and  unexercised  options held as of the end of the 2002 Fiscal Year by
each of the named executive officers.




                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
    -------------------------------------------------------------------------

                                                               Number of
                                                       Common Shares Underlying          Value of Unexercised
                                                          Unexercised Options            In-the-Money Options
Name                                                    at Fiscal Year End (1)          at Fiscal Year End (2)
----                                                 ------------------------------  ------------------------------
                            Number of
                          Common Shares
                           Underlying
                            Options        Value
                           Exercised      Realized    Exercisable   Unexercisable   Exercisable   Unexercisable
                         -------------    --------    -----------   -------------   -----------   -------------
                                                                                
Robert E. Evans               9,302       $ 78,797       40,929       35,272        $ 556,746     $  204,082
David B. Baker                  -         $   -          30,062       12,253        $ 405,057     $   99,331
John W. Conlon                1,936       $ 32,247       22,872       13,213        $ 281,028     $  100,125
Larry E. Holdren              9,302       $159,932       19,293       13,328        $ 220,908     $  100,220
Joseph S. Yazombek              -         $   -          28,595       13,957        $ 377,163     $  100,741
--------------------------

(1)    These numbers have been adjusted to reflect 10% stock dividend issued on June 28, 2002.

(2)    "Value of Unexercised In-the-Money Options at FY-End" is based upon the
       fair market value of Peoples' common shares on December 31, 2002 ($25.60)
       less the exercise price of in-the-money options at the end of the 2002
       Fiscal Year.




Pension Plan
------------

     The following  table shows the estimated  annual pension  benefits  payable
upon retirement at age 65 on a lifetime  annuity basis under the Peoples Bancorp
Inc.  Retirement  Plan, a funded,  noncontributory  pension  plan (the  "Pension
Plan"), to a covered participant in specified  compensation and years of service
classifications.


                                      PENSION PLAN TABLE

                                       Years of Service
                       ---------------------------------------------------
   Annualized Average
  Monthly Compensation
  -------------------- --------- --------- --------- ---------- ----------
                           5        20        25         30         35
                       --------- --------- --------- ---------- ----------
    $125,000            $32,272   $43,030   $53,787   $ 64,545   $ 64,545
    $150,000            $39,397   $52,530   $65,662   $ 78,795   $ 78,795
    $175,000            $46,522   $62,030   $77,537   $ 93,045   $ 93,045
    $200,000            $53,647   $71,530   $89,412   $107,295   $107,295
       and over

     Benefits  listed in the Pension Plan Table are not subject to deduction for
Social Security benefits or other amounts and are computed on a lifetime annuity
basis.

     Monthly  benefits  upon  normal  retirement  (age 65) are based upon 40% of
"average  monthly  compensation"  plus 17% of the  excess,  if any,  of "average
monthly compensation" over "covered  compensation".  For purposes of the Pension
Plan,  "average  monthly  compensation"  is based upon the monthly  compensation
(including  regular salary and wages,  overtime pay, bonuses and commissions) of
an employee  averaged over the five consecutive  credited years of service which
produce  the  highest  monthly  average  within  the  last ten  years  preceding
retirement and "covered  compensation"  is the average of the 35 years of social
security wage bases prior to social  security  retirement  age. As of the end of
the 2002 Fiscal Year,  "covered  compensation"  for Mr.  Evans was $48,252,  Mr.
Baker  $60,552,  Mr. Conlon  $58,608,  Mr.  Holdren  $62,472,  and Mr.  Yazombek
$73,056. 2002 annual compensation,  to the extent determinable,  for purposes of
the Pension Plan,  for Mr. Evans was $200,000,  Mr. Baker  $150,000,  Mr. Conlon
$160,580,  Mr. Holdren $150,000, and Mr. Yazombek $165,670. As of the end of the
2002 Fiscal Year, credited years of service for Mr. Evans were 32, Mr. Baker 28,
Mr. Conlon 20, Mr. Holdren 21, and Mr. Yazombek 19.

Deferred Compensation Agreement
-------------------------------

     On November  18, 1976,  Peoples  Bank entered into a Deferred  Compensation
Agreement with Mr. Evans.  Under this, Mr. Evans agreed to serve Peoples Bank as
an employee until he reaches age 65 or until his earlier retirement,  disability
or death,  and agreed not to engage in  activities in  competition  with Peoples
Bank.  Under this  Agreement,  Mr.  Evans or his  beneficiaries  are entitled to
receive specified amounts upon Mr. Evans' retirement, disability or death, which
amounts are payable  monthly for ten years (with interest) or in one lump sum at
the election of Peoples Bank. The principal amount payable to Mr. Evans is based
upon  the sum of the  amounts  accrued  for his  account  during  his  years  of
employment  with Peoples Bank.  During  Peoples' 2002 Fiscal Year, the amount of
$5,000 was accrued for Mr. Evans' account pursuant to his Deferred  Compensation
Agreement  and as of December 31, 2002, a total of $130,000 had been accrued for
his account.  The amount of $5,000 will be accrued for Mr.  Evans'  account upon
the  completion of each year of service to Peoples Bank until he reaches  normal
retirement age.

Directors' Compensation
-----------------------

     Each director of Peoples  received  $850 per calendar  quarter and $600 per
meeting  attended  during the 2002 Fiscal  Year.  Each  director of Peoples also
serving on a Board committee  received $50 for attending each committee  meeting
of less than one hour duration,  or $100 for attending each committee meeting in
excess of one hour.  Each director of Peoples,  other than Robert E. Evans,  who
also served as a director of Peoples Bank  received  $600 per calendar  quarter,
and $400 for each regular monthly meeting attended, during the 2002 Fiscal Year.
Mr. Evans received no quarterly  compensation as a director of Peoples Bank, and
$250 for each regular monthly meeting attended.

     Since  1991,  Peoples has  maintained  the Peoples  Bancorp  Inc.  Deferred
Compensation  Plan for Directors of Peoples Bancorp Inc. and  Subsidiaries  (the
"Directors'  Plan").  Voluntary  participation  in the Directors' Plan enables a
director of Peoples,  or of one of its  subsidiaries,  to defer all or a part of
his or her directors' fees, including federal income tax thereon.  Since January
2, 1998,  directors have been permitted to allocate  their  deferrals  between a
cash account  (earning  interest equal to Peoples Bank's  three-year CD interest
rate) and a stock account  (credited with common shares based upon on the amount
deferred and cash dividends on such common shares). The only right a participant
has  with  respect  to his cash  account  and/or  stock  account  is to  receive
distributions  upon retirement  from service as a director.  Distribution of the
deferred  funds is made in a lump sum or annual  installments  beginning  in the
first year in which the person is no longer a director.  The stock  account will
be paid only in common shares and the cash account will be paid only in cash.

     Pursuant to their respective terms, options have been automatically granted
to non-employee  directors of Peoples  ("Non-Employee  Director") under Peoples'
1993 Stock  Option  Plan (the "1993  Plan"),  1995 Stock  Option Plan (the "1995
Plan"),  and 1998 Stock  Option  Plan (the "1998  Plan").  No options  have been
granted to  Non-Employee  Directors under the 1993 Plan since April 10, 1997; no
options have been granted to  Non-Employee  Directors  under the 1995 Plan since
April 15, 1999; and no options have been granted to Non-Employee Directors under
the 1998 Plan since March 10,  2000.  All options  were granted with an exercise
price equal to 100% of the fair market value of the underlying  common shares on
the date of grant and a ten-year term.

     Under the 1995 Plan and 1998 Plan, if a Non-Employee  Director ceases to be
a director for any reason other than his death or for "cause",  such options may
be exercised in full until the  expiration of the term of the options.  However,
if the former Non-Employee  Director dies prior to the expiration of the term of
his  options,  those  options  may only be  exercised  for a period of two years
following  his  death,  subject  to  the  stated  term  of  the  options.  If  a
Non-Employee  Director  ceases to be a director  for  cause,  all  options  will
immediately terminate.

     Under the 1993 Plan, if a Non-Employee Director ceases to be a director for
reasons  other than his death,  such  options may be  exercised  for a period of
three months,  subject to their stated term. If a  Non-Employee  Director  dies,
those options may be exercised for a period of one year, subject to their stated
term.

     Pursuant to the terms of the 2002 Stock Option Plan (the "2002  Plan"),  on
April 11, 2002, each Non-Employee  Director was automatically  granted an option
to purchase  1,100 common  shares (as adjusted for the June 14, 2002,  10% stock
dividend),  and will be granted an option to  purchase an  equivalent  number of
shares (as may be adjusted for future changes in  capitalization) on each Annual
Meeting date. All options are 100%  exercisable one year from the date of grant.
Under the 2002 Plan, if a Non-Employee  Director  ceases to be a director due to
death,  disability  (with three years service),  or retirement  (with five years
service),  such options immediately vest and may be exercised the earlier of (i)
twelve months,  or (ii) until the  expiration of the option  period,  subject to
their stated term. If a Non-Employee  director  voluntarily  ceases service as a
director,  only those  options  exercisable  on the date of  termination  may be
exercised pursuant to the above schedule.  If a Non-Employee  Director ceases to
be a director for cause, all options will terminate immediately.






                                PERFORMANCE GRAPH


     The following line graph compares the yearly  percentage change in Peoples'
cumulative total shareholder  return (as measured by dividing (i) the sum of (A)
the cumulative amount of dividends for the measurement period, assuming dividend
reinvestment, and (B) the difference between the price of Peoples' common shares
at the end and the  beginning of the  measurement  period;  by (ii) the price of
Peoples' common shares at the beginning of the  measurement  period) against the
cumulative return for an index comprised of all domestic common shares traded on
the NASDAQ National Market and the NASDAQ Small Cap Market ("NASDAQ Stock Market
(U.S.  Companies)"),  and an index comprised of all depository institutions (SIC
Code #602) and depository  institutions  holding  companies (SIC Code #671) that
are  traded on the  NASDAQ  National  Market  and the  NASDAQ  Small Cap  Market
("NASDAQ Bank Stocks") for the five-year period ended December 31, 2002.


                      (ACTUAL NUMBERS PLOTTED ON A GRAPH)

                                         NASDAQ STOCKS
Year Ended      Peoples Bancorp Inc.    (U.S. Companies)    NASDAQ Bank Stocks
----------      --------------------    ----------------    ------------------
12/31/97              $100.00               $100.00              $100.00
12/31/98              $ 89.23               $140.99              $ 99.36
12/31/99              $ 88.56               $262.00              $ 95.51
12/31/00              $ 69.42               $157.59              $108.94
12/31/01              $ 97.98               $125.05              $117.94
12/31/02              $152.95               $ 86.38              $120.98


   Notes:  1.  Total return assumes reinvestment of dividends.
           2.  Fiscal year ending December 31.
           3.  Return based on $100 dollars invested on December 31, 1997,
               in Peoples' common shares, an index for NASDAQ Stock Market
               (U. S. Companies), and an index for NASDAQ Bank Stocks.





       PROPOSED AMENDMENT OF AMENDED ARTICLES OF INCORPORATION TO INCREASE
                       AUTHORIZED NUMBER OF COMMON SHARES
                       ----------------------------------
                                (Item 3 on Proxy)

PROPOSAL

     The Amended Articles of Incorporation  (the "Amended  Articles") of Peoples
currently authorize  12,000,000 shares, all of which are common shares,  without
par value. The Board of Directors unanimously adopted a resolution proposing and
declaring it advisable that Article Fourth of the Amended Articles be amended in
order to  increase  the  authorized  number of shares of Peoples  to  24,000,000
shares, all of which will be common shares,  without par value, and recommending
to the  shareholders  of Peoples the  adoption of the  proposed  amendment.  The
proposed   increase  in  the  authorized   number  of  common  shares  would  be
accomplished  by amending  Article Fourth of the Amended  Articles of Peoples to
read as follows:

     FOURTH:  The authorized number of shares of the Corporation shall be
     ------
     24,000,000, all of which shall be common shares, each without par value.

PURPOSE

     Of the 12,000,000  common shares currently  authorized,  as of February 14,
2003,  9,589,534  were  issued and  outstanding;  59,351 were issued and held by
Peoples Bank as trustee under a Rabbi Trust Agreement with Peoples in connection
with the Deferred  Compensation  Plan for Directors of Peoples  Bancorp Inc. and
Subsidiaries  and included in treasury  shares;  and 1,043,023 were reserved for
issuance under the stock option plans maintained by Peoples.  Common shares also
may be  acquired  by (i) the  trustee of the  Peoples  Bancorp  Inc.  Retirement
Savings Plan (the "401(k) Plan") on behalf of participants  pursuant to directed
contributions,  and  employer  matching  contributions,  to be  invested  in the
investment   fund  which  invests  in  common   shares  of  Peoples;   (ii)  the
administrator  of the  Peoples  Bancorp  Inc.  Dividend  Reinvestment  Plan (the
"DRIP") on behalf of participants in the DRIP; and (iii) Peoples Bank as trustee
under the Deferred  Compensation  Plan for Directors of Peoples Bancorp Inc. and
Subsidiaries.

     In  addition,  Peoples has entered  into an  Agreement  and Plan of Merger,
dated as of  November  29,  2002 (the "KBI  Merger  Agreement"),  with  Kentucky
Bancshares  Incorporated,  a Kentucky bank holding company ("KBI"),  under which
Peoples has agreed to acquire all of the issued and outstanding common shares of
KBI with  consideration  consisting of a combination  of cash and Peoples common
shares. In exchange for the KBI common shares, the KBI Merger Agreement provides
the KBI  shareholders  with an option to elect to receive cash,  Peoples  common
shares, or a combination of both. The aggregate  consideration to be paid to the
shareholders  of KBI in the transaction is not expected to exceed $31.4 million,
of which  approximately  half  would be paid in cash and  approximately  half in
Peoples common shares, depending upon the elections made by KBI shareholders and
the market price of Peoples  common  shares.  In the event the KBI  shareholders
elect to receive Peoples common shares,  the number of common shares issuable by
Peoples in the transaction  will range between 461,627 and 609,348 common shares
as determined by the average daily closing price of Peoples  common  shares,  as
reported on The Nasdaq  National  Market,  for the 30  consecutive  trading days
ending  at the  close of  business  on the  fifth  trading  day  before  the KBI
acquisition is consummated.  The minimum number of common shares would be issued
if the average  share price were $33.00 or more and the maximum  number would be
issued if the average share price were $25.00 or less. The KBI acquisition  will
be subject to  regulatory  approvals,  approval by the  shareholders  of KBI and
other  customary  closing  conditions  and is expected to be  consummated in the
second quarter of 2003.

     PEOPLES WILL FILE A REGISTRATION  STATEMENT ON FORM S-4 AND OTHER DOCUMENTS
REGARDING THE PROPOSED  ACQUISITION  OF KBI WITH THE SEC.  THIS PROXY  STATEMENT
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE  SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES  IN  CONNECTION   WITH  THE  PROPOSED   TRANSACTION   WITH  KBI.  KBI
SHAREHOLDERS ARE URGED TO READ THE FORM S-4, WHEN IT BECOMES AVAILABLE,  BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.  A DEFINITIVE PROXY  STATEMENT/PROSPECTUS
WILL BE SENT TO  SHAREHOLDERS  OF KBI SEEKING  THEIR  APPROVAL  OF THE  PROPOSED
TRANSACTION.  KBI  SHAREHOLDERS  MAY OBTAIN  FREE COPIES OF THE FORM S-4 AND THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN THEY ARE AVAILABLE, AS WELL AS OTHER
DOCUMENTS  FILED BY PEOPLES WITH THE SEC ON THE SEC'S  WEBSITE OR BY  CONTACTING
CHARLES R.  HUNSAKER,  ESQ.,  GENERAL  COUNSEL OF  PEOPLES,  AT THE  ADDRESS AND
TELEPHONE NUMBER SHOWN ON THE COVER PAGE OF THIS PROXY STATEMENT.

     Shareholders of Peoples should  understand that they are not being asked to
vote on the  adoption  of,  and a vote in favor  of the  proposal  to adopt  the
amendment to Article Fourth of the Amended Articles should not be deemed to be a
vote to adopt,  the KBI Merger  Agreement.  The approval or  disapproval  of the
proposed  amendment to Article Fourth will not affect whether the acquisition of
KBI is consummated.

     The additional common shares to be authorized under the proposed  amendment
to  Article  Fourth  will have  rights  identical  to the  presently  issued and
outstanding common shares.  Furthermore,  adoption of the proposed amendment and
issuance  of the  additional  common  shares  will not  affect the rights of the
holders of presently  issued and outstanding  common shares,  except for effects
incidental  to  increasing  the number of common  shares  outstanding.  Existing
shareholders  will have no  pre-emptive  rights to  purchase  any common  shares
issued in the future.

     The Board of Directors believes it is desirable and in the best interest of
Peoples and our shareholders to increase the number of authorized  common shares
to 24,000,000  to ensure a sufficient  number of common shares are available for
future issuance.  The Board believes having a sufficient number of common shares
available for future issuance  provides  Peoples with additional  flexibility to
use  common  shares to meet  business  and  financial  needs as they  arise.  In
addition,  the  proposed  amendment  would  enable  Peoples to issue  additional
authorized  common  shares  as such  needs  arise  without  further  shareholder
approval,  except to the extent otherwise  required by applicable law,  Peoples'
Amended  Articles,  or the rules of The Nasdaq  Stock  Market or any  securities
exchange on which the Peoples  common  shares are then listed.  Peoples'  common
shares are currently traded on The Nasdaq National Market. The additional common
shares may be used for various  corporate  purposes,  including share splits and
dividends, acquisitions, public offerings and stock option and other stock-based
employee benefit plans.

     Except for common shares that may be issued (a) if the KBI  acquisition  is
consummated,  (b) under  existing  stock option and other  stock-based  employee
benefit plans of Peoples,  (c) under our dividend  reinvestment  plan, (d) under
our  Deferred  Compensation  Plan for  Directors  of Peoples  Bancorp  Inc.  and
Subsidiaries,  or (e) under the 401(k) Plan, there are no present plans to issue
any  authorized  common  shares,   nor  are  there  any  pending   negotiations,
discussions, agreements or understandings with any third party which involve the
issuance of any of the additional  common shares which will be authorized by the
adoption of the  proposed  amendment to Article  Fourth.  The Board of Directors
does not intend to issue any of the  additional  common  shares  except on terms
which  the  Board  deems  to be  in  the  best  interests  of  Peoples  and  its
shareholders.

     The  proposed  amendment  to  Article  Fourth  could be  deemed  to have an
anti-takeover  effect by  discouraging  an attempt  by a third  party to acquire
control of Peoples,  since Peoples could issue the additional  authorized common
shares in an effort to create  voting  impediments  or dilute the  common  share
ownership  of the  person  seeking  to obtain  control.  Article  Seventh of the
Amended  Articles of Peoples  requires that, if three  directors of Peoples vote
against any of the following matters,  the affirmative vote of the holders of at
least 75% of the voting  power of Peoples  entitled to vote  thereon is required
before they can be implemented: (i) a proposed amendment to the Amended Articles
or the Regulations of Peoples  (including the provisions of the Amended Articles
and the  Regulations  pertaining  to the right of a  shareholder  to nominate an
individual for election as a director of Peoples,  the number of directors,  the
right of shareholders to remove  directors from office and fill vacancies in the
Board of Directors,  or the classified Board);  (ii) a proposal to fix or change
the  number of  directors  of Peoples  by action of the  shareholders;  (iii) an
agreement of merger or  consolidation;  (iv) a proposed  combination or majority
share  acquisition  involving  the  issuance  of common  shares of  Peoples  and
requiring  shareholder  approval;  (iv) a  proposal  to sell,  lease,  exchange,
transfer or otherwise  dispose of all or substantially  all of Peoples' property
and assets; or (v) a proposed dissolution.  Otherwise,  a majority of the voting
power of Peoples  must  approve any of the  foregoing  matters.  The proposal to
increase the authorized number of common shares is not in response to any effort
of which  Peoples  is aware to  accumulate  common  shares or obtain  control of
Peoples.  The Board of Directors  believes the proposal  further  encourages the
incentive  to  negotiate  with the Board with respect to any proposal to acquire
control of Peoples.

     The  proposed  amendment  is not part of a plan by Peoples  to adopt  other
measures intended to have or having potential anti-takeover effects. In addition
to the provisions of Article Seventh of the Amended  Articles  discussed  above,
the Amended Articles and Regulations of Peoples  currently include the following
provisions  which  may be  considered  to have  anti-takeover  effects:  (a) the
classification  of the Board of Directors  into three classes of  directors,  so
that each class of director serves for three years, with one class being elected
each  year;  (b)  the  elimination  of  cumulative  voting  in the  election  of
directors;  (c) the requirement that shareholder nominations for election to the
Board of Directors be made in writing and  delivered or mailed to the  Secretary
of Peoples within  specified  timeframes;  (d) the  requirement  that holders of
shares  entitling  them to  exercise  not less that 75% of the  voting  power of
Peoples to elect directors in place of those to be removed, vote in favor of the
removal of a director  from office and that such removal only be for cause;  and
(e) the  requirement of written  consent of all the  shareholders  of Peoples in
order to amend the Regulations by an action in writing without a meeting.

RECOMMENDATION AND VOTE

     The  affirmative  vote of the holders of shares  entitling them to exercise
not less than a majority of the voting power of Peoples is required to adopt the
proposed amendment to Article Fourth of the Amended Articles. As of February 14,
2003, Peoples' executive officers and directors, their respective associates and
Peoples Bank,  through Peoples  Financial  Advisors group (formerly known as the
Investment and Trust Division of Peoples Bank), held common shares  representing
approximately 17.20% voting power of Peoples.

     The effect of an  abstention  or a broker  non-vote on the  proposal is the
same as a "no" vote. If the amendment is adopted,  it will become effective upon
the filing of a certificate  of amendment to the Amended  Articles with the Ohio
Secretary  of  State,  which is  expected  to be  accomplished  as  promptly  as
practicable after such adoption.

     The Board of Directors  recommends that the shareholders  vote FOR adoption
of the proposed amendment to Article Fourth of Peoples' Amended Articles.

     All valid proxies received prior to the Annual Meeting which do not specify
how common shares should be voted (excluding broker non-votes) will be voted for
the adoption of the proposed amendment to Article Fourth.



                   PROPOSED AMENDMENTS OF CODE OF REGULATIONS
           TO PERMIT ELECTRONIC PROXIES, NOTICES, WAIVERS AND MEETINGS
           -----------------------------------------------------------
                                (Item 4 on Proxy)
PURPOSE

     In order to position Peoples to take advantage of continuing  technological
advancements to expedite communications, including the Internet, and accommodate
recent  changes  in Ohio  General  Corporation  Law (the  "OGCL"),  the Board of
Directors believes it is desirable and in the best interests of Peoples' and its
shareholders to amend Peoples' Regulations to permit:

          (A)  appointment  of  shareholder  proxies in any manner  permitted by
               Ohio law;

          (B)  shareholders  and  directors  to  receive  notice of  shareholder
               meetings  and director  meetings in any manner  permitted by Ohio
               law;

          (C)  shareholder  meetings to be held in any manner  permitted by Ohio
               law;

          (D)  waivers of notice of shareholder  meetings and director  meetings
               to  be  given   through  the  use  of  an   electronic  or  other
               transmission  capable of authentication that appears to have been
               sent by the shareholder or director and contains a waiver by that
               person;

          (E)  shareholders  and directors to take action without a meeting by a
               writing or  writings  signed by all  shareholders  or  directors,
               respectively, including a writing in the form of an electronic or
               other transmission capable of authentication that appears to have
               been  sent  by the  shareholder  or  director  and  contains  the
               affirmative vote or approval of that person; and

          (F)  shareholders who participate in a shareholder meeting through the
               use of communications equipment to be treated as being present at
               the meeting for purposes of determining the existence of a quorum
               and make corresponding amendments to other provisions of Peoples'
               Regulations  to provide  that  shareholders  may  participate  in
               shareholder meetings through the use of communications equipment.

PROPOSALS

(A)  Amendment of Peoples'  Regulations  to permit  appointment  of  shareholder
     proxies in any manner permitted by Ohio law.

     Section 1.10 of Peoples' Regulations presently allows a shareholder to vote
by proxy, if the proxy  appointment is in writing and signed by the shareholder.
Effective  September  13,  1999,  The OGCL was  amended to expand the  methods a
shareholder  can use to appoint a proxy.  The OGCL now permits a shareholder  to
appoint  a  proxy  by any  verifiable  communication  authorized  by the  person
appointing  the  proxy.  Any  transmission  that  creates  a record  capable  of
authentication  that appears to have been transmitted by the person appointing a
proxy is permitted,  and would include electronic mail and telephone, as well as
traditional  written proxies.  Peoples'  Regulations  currently do not expressly
provide for shareholder  appointment of a proxy by electronic mail, telephone or
other electronic media. The proposed amendment to Section 1.10 would clarify and
confirm that  shareholders  are expressly  authorized to utilize the more modern
forms of proxy appointment now permitted by the OGCL.

     Peoples' Board of Directors has unanimously  approved,  and recommends that
shareholders  adopt, an amendment to Section 1.10 of the Regulations to permit a
shareholder  to use  electronic  mail,  telephone and other methods to appoint a
proxy. The proposed  amendment would expressly  provide that a shareholder could
appoint a proxy by any method authorized by Ohio law.

         The text of Section 1.10, as amended, would read as follows:

                  Section 1.10. Proxies.
                  ----------------------

                           At meetings of the shareholders, any shareholder of
                  record entitled to vote thereat may be represented and may
                  vote by a proxy or proxies appointed by an instrument in
                  writing signed by such shareholder or appointed in any other
                  manner permitted by Ohio law. Any such instrument in writing
                  or record of any such appointment shall be filed with or
                  received by the secretary of the meeting before the person
                  holding such proxy shall be allowed to vote thereunder. No
                  appointment of a proxy is valid after the expiration of eleven
                  months after it is made unless the writing or other
                  communication which appoints such proxy specifies the date on
                  which it is to expire or the length of time it is to continue
                  in force.

(B)  Amendment of Peoples'  Regulations to permit  shareholders and directors to
     receive notice of shareholder  meetings and director meetings in any manner
     permitted by Ohio law.

     Section 1.04 of Peoples' Regulations presently requires that written notice
of a  shareholder  meeting be given  either by  "personal  delivery or by mail."
Effective  May 16,  2002,  the OGCL was amended to expand the methods by which a
shareholder  may  receive  notice of meetings  to include  notices via  personal
delivery,  mail,  overnight delivery service or any other means of communication
authorized  by the  shareholder  to whom the  notice  is  given.  Under  federal
securities  laws  and  regulations,  electronic  delivery  of  proxy  soliciting
materials (including meeting notices) may be substituted for paper delivery if a
shareholder consents to the electronic delivery.  Peoples' Regulations currently
do not authorize a shareholder  to receive  notices by electronic  mail or other
electronic  media.  The  amendment to Section 1.04 would allow  shareholders  to
receive notices in any manner permitted by Ohio law.

     Similarly,  Section 2.07 of the Regulations  presently limits the manner in
which notice of a director  meeting may be given.  Effective  May 16, 2002,  the
OGCL was amended to expand the methods by which a director may receive notice of
meetings to include  notices via personal  delivery,  mail,  overnight  delivery
service or any other means of  communication  authorized by the director to whom
the notice is given.  Peoples' Regulations currently do not authorize a director
to receive notices by electronic mail or other  electronic  media. The amendment
to Section 2.07 would allow directors to receive notices in any manner permitted
by Ohio law.

     The Board of Directors has  unanimously  approved,  and recommends that the
shareholders  adopt,  amendments to Sections 1.04 and 2.07 of the Regulations to
permit  notices of meetings to be given to  shareholders  and  directors  in any
manner permitted by Ohio law.

         The text of Section 1.04, as amended, would read as follows:

                  Section 1.04. Notice of Meetings.
                  ---------------------------------

          (A)  Written notice stating the time, place, if any, and purposes of a
               meeting  of the  shareholders,  and the means,  if any,  by which
               shareholders  can be present and vote at the meeting  through the
               use of communications equipment, and any other matters related to
               the conduct of the meeting  required by Ohio law to be  specified
               in such notice shall be given by personal  delivery,  by mail, by
               overnight   delivery   service,   or  by  any   other   means  of
               communication  authorized  by the  shareholder  to whom notice is
               given.  Any such  notice  shall be given not less than  seven nor
               more than sixty days before the date of the meeting,

               (1) to every shareholder of record entitled to notice of the
               meeting,

               (2)  by or at the direction of the president or the secretary.

               If mailed or sent by an overnight  delivery service,  such notice
               shall be sent to the shareholder at the shareholder's  address as
               it appears on the records of the corporation.  If sent by another
               means of communication authorized by the shareholder, such notice
               shall be sent to the address  furnished  by the  shareholder  for
               such  transmissions.  Notice of adjournment of a meeting need not
               be given if the time and place,  if any, to which it is adjourned
               and the means, if any, by which  shareholders  can be present and
               vote at the adjourned  meeting through the use of  communications
               equipment are fixed and announced at the meeting. In the event of
               a transfer of shares  after the record date for  determining  the
               shareholders  who are entitled to receive  notice of a meeting of
               shareholders,  it shall not be  necessary  to give  notice to the
               transferee. Nothing herein contained shall prevent the setting of
               a record date in the manner  provided by law, the Articles or the
               Regulations  for  the   determination  of  shareholders  who  are
               entitled  to  receive  notice  of or to  vote at any  meeting  of
               shareholders or for any purpose required or permitted by law.

          (B)  Following  receipt by the president or the secretary of a request
               in writing,  specifying  the  purpose or  purposes  for which the
               persons properly making such request have called a meeting of the
               shareholders, delivered either in person or by registered mail to
               such  officer  by any  persons  entitled  to  call a  meeting  of
               shareholders,  such  officer  shall  cause  to be  given  to  the
               shareholders entitled thereto notice of a meeting to be held on a
               date not less  than  seven  nor more than  sixty  days  after the
               receipt of such request,  as such officer may fix. If such notice
               is not  given  within  fifteen  days  after the  receipt  of such
               request by the president or the  secretary,  then, and only then,
               the  persons  properly  calling  the  meeting may fix the time of
               meeting and give notice thereof in accordance with the provisions
               of the Regulations.

         The text of Section 2.07, as amended, would read as follows:

                  Section 2.07. Notice of Meetings.
                  ---------------------------------

                           Notice of the place, if any, and time of each meeting
                  of directors for which such notice is required by law, the
                  Articles, the Regulations or the By-Laws shall be given to
                  each of the directors by at least one of the following
                  methods:

          (A)  In a writing mailed or sent by overnight  delivery  service,  not
               less than two days  before  such  meeting  and  addressed  to the
               residence  or usual  place of  business  of a  director,  as such
               address appears on the records of the corporation; or

          (B)  By personal delivery or by telegram, cablegram,  telephone or any
               other means of  communication  authorized  by the  director,  not
               later than the day before the date on which such meeting is to be
               held.


               Notice given to a director by any one of the methods specified in
          the Regulations  shall be sufficient,  and the method of giving notice
          to all  directors  need  not be  uniform.  Notice  of any  meeting  of
          directors  may be  given  only  by the  chairman  of  the  board,  the
          president or the  secretary of the  corporation.  Any such notice need
          not  specify  the  purpose  or  purposes  of the  meeting.  Notice  of
          adjournment  of a meeting of  directors  need not be given if the time
          and place to which it is  adjourned  are fixed and  announced  at such
          meeting.

(C)  Amendment of Peoples'  Regulations to allow our shareholder  meetings to be
     held in any manner permitted by Ohio law.

     Section  1.03  of the  Regulations  presently  provides  that  meetings  of
shareholders  must be held at a specified  physical "place" within or outside of
the State of Ohio.  Effective  May 16, 2002,  the OGCL was amended to expand the
methods  by which  shareholder  meetings  may be  conducted,  including  through
communications  equipment or via worldwide web or Internet simulcasting,  called
"webcasting." The Regulations  currently do not allow shareholder meetings to be
conducted through communications  equipment. The amendment to Section 1.03 would
allow shareholder meetings to be held in any manner or place, if any, authorized
by the Board of Directors and permitted by Ohio law.  Under current Ohio law, if
the  directors  elect to permit  shareholders  to attend a  shareholder  meeting
through the use of communications  equipment,  the communications equipment used
must enable the  shareholder or proxyholder to participate in the meeting and to
vote on matters submitted to the shareholders,  including an opportunity to read
or hear the proceedings of the meeting and to speak or otherwise  participate in
the proceedings contemporaneously with those physically present.

         The Board of Directors has unanimously approved, and recommends the
shareholders adopt, an amendment to Section 1.03 of the Regulations to permit
meetings of shareholders to be held in any manner authorized by the Board of
Directors and permitted by Ohio law.

         The text of Section 1.03, as amended, would read as follows:

                  Section 1.03. Place of Meetings.
                  --------------------------------

                           Meetings of shareholders may be held either within or
                  outside the State of Ohio. Meetings of shareholders may be
                  held in any manner or place, if any, determined by the
                  directors and permitted by Ohio law. If authorized by the
                  directors, the shareholders and proxyholders who are not
                  physically present at a meeting of shareholders may attend a
                  meeting of shareholders by use of communications equipment as
                  may be permitted by Ohio law.

(D)  Amendment  of  Peoples'   Regulations   to  permit  waivers  of  notice  of
     shareholder  meetings and director  meetings to be given through the use of
     an electronic or other transmission  capable of authentication that appears
     to have been sent by the shareholder or director and that contains a waiver
     by that person.

     Section 1.05 of the  Regulations  presently  states that a shareholder  may
waive notice of a shareholder meeting in writing or by attending the shareholder
meeting  in person or by proxy  without  protesting  the lack of proper  notice.
Similarly,  Section 2.08 of the Regulations presently states that a director may
waive  notice of a director  meeting in writing  or by  attending  the  director
meeting  without  protesting the lack of proper notice.  Effective May 16, 2002,
the OGCL was  amended to expand the methods by which a  shareholder  or director
may waive notice of a meeting in writing.  The OGCL now  expressly  recognizes a
written  waiver  may  include   electronic   mail  or  an  electronic  or  other
transmission  capable of  authentication  that  appears to have been sent by the
shareholder or director, as applicable, and contains a waiver by the shareholder
or director. Peoples' Regulations currently do not recognize written waivers via
electronic mail or other electronic  media. The proposed  amendments to Sections
1.05 and 2.08 would  clarify and confirm that  shareholders  and  directors  may
waive  notice  of a  meeting  by  electronic  mail  or an  electronic  or  other
transmission  capable of  authentication  that  appears to have been sent by the
shareholder or director, as applicable, and contains a waiver by the shareholder
or director.

     Additionally,  the Board  proposes to amend  Section 1.05 to provide that a
shareholder  may waive notice of a shareholder  meeting by attending the meeting
in  person,  by proxy or through  the use of  communications  equipment  without
protesting the lack of proper notice. Permitting shareholders to waive notice of
a shareholder  meeting by attending the  shareholder  meeting through the use of
communications  equipment  without  protesting  the  lack of  proper  notice  is
consistent with recent changes to the OGCL and the proposed amendment to Section
1.03 of the  Regulations  which  permit  shareholders  to  attend a  shareholder
meeting by use of communications equipment.

     The Board of Directors has  unanimously  approved,  and recommends that the
shareholders  adopt,  amendments to Sections 1.05 and 2.08 of the Regulations to
permit  waivers of notice of  shareholder  meetings and director  meetings to be
given  through  the  use of an  electronic  or  other  transmission  capable  of
authentication that appears to have been sent by the shareholder or director and
contains a waiver by that person.

         The text of Section 1.05, as amended, would read as follows:

                  Section 1.05. Waiver of Notice.
                  -------------------------------

                           Notice of the time, place, if any, and purpose or
                  purposes of any meeting of shareholders may be waived in
                  writing, either before or after the holding of such meeting,
                  by any shareholder, which writing shall be filed with or
                  entered upon the records of such meeting. The attendance of
                  any shareholder, in person, by proxy or by the use of
                  communications equipment, at any such meeting without
                  protesting the lack of proper notice, prior to or at the
                  commencement of the meeting, shall be deemed to be a waiver by
                  the shareholder of notice of such meeting. A telegram,
                  cablegram, electronic mail, or an electronic or other
                  transmission capable of authentication that appears to have
                  been sent by a shareholder and that contains a waiver by that
                  shareholder is a writing for purposes of this Section 1.05.

         The text of Section 2.08, as amended, would read as follows:

                  Section 2.08. Waiver of Notice.
                  -------------------------------

                           Notice of any meeting of directors may be waived in
                  writing, either before or after the holding of such meeting,
                  by any director, which writing shall be filed with or entered
                  upon the records of the meeting. The attendance of any
                  director at any meeting of directors without protesting, prior
                  to or at the commencement of the meeting, the lack of proper
                  notice, shall be deemed to be a waiver by such director of
                  notice of such meeting. A telegram, cablegram, electronic
                  mail, or an electronic or other transmission capable of
                  authentication that appears to have been sent by the director
                  and that contains a waiver by such director, is a writing for
                  purposes of this Section 2.08.

(E)  Amendment of Peoples'  Regulations to permit  shareholders and directors to
     take  action  without a  meeting  by a writing  or  writings  signed by all
     shareholders or directors, including a writing in the form of an electronic
     or other transmission  capable of authentication  that appears to have been
     sent by the  shareholder or director and contains the  affirmative  vote or
     approval of that person.

     Section 6.02 of the  Regulations  presently  provides that any action which
may be  authorized  or taken at a meeting of the  shareholders,  directors  or a
committee of the Board of Directors may be authorized or taken without a meeting
by a writing or writings  signed by, all  shareholders,  directors or members of
the committee of the Board of Directors,  respectively.  Effective May 16, 2002,
the OGCL was amended to expand the methods by which  shareholders  and directors
may take actions in writing without a meeting. The OGCL now expressly recognizes
an action may be taken without a meeting by a writing or writings  signed by all
shareholders  or directors,  including a writing in the form of an electronic or
other transmission  capable of authentication  that appears to have been sent by
the shareholder or director, as applicable,  and contains an affirmative vote or
approval  of  that  person.   Peoples'  Regulations   currently  do  not  permit
shareholders  or directors to take action  without a meeting  through the use of
electronic mail or other electronic  media.  The proposed  amendment to Sections
6.02 would permit  shareholders,  directors and members of a Board  committee to
act by a writing or writings signed by all shareholders or directors,  including
a  writing  in the  form of an  electronic  or  other  transmission  capable  of
authentication that appears to have been sent by the shareholder or director, as
applicable, and contains an affirmative vote or approval of that person.

     The  Board of  Directors  has  unanimously  approved,  and  recommends  the
shareholders  adopt,  an amendment to Section 6.02 of the  Regulations to permit
shareholders  and directors to take action without a meeting  through the use of
an electronic or other  transmission  capable of authentication  that appears to
have been sent by the shareholder or director and contains the affirmative  vote
or approval of that person.

         The text of Section 6.02, as amended, would read as follows:

           Section 6.02. Action by Shareholders or Directors Without a Meeting.
           --------------------------------------------------------------------

                           Anything contained in the Regulations to the contrary
                  notwithstanding, except as provided in Section 6.01, any
                  action which may be authorized or taken at a meeting of the
                  shareholders or of the directors or of a committee of the
                  directors, as the case may be, may be authorized or taken
                  without a meeting with the affirmative vote or approval of,
                  and in a writing or writings signed by, all the shareholders
                  who would be entitled to notice of a meeting of the
                  shareholders held for such purpose, or all the directors, or
                  all the members of such committee of the directors,
                  respectively, which writings shall be filed with or entered
                  upon the records of the corporation. A telegram, cablegram,
                  electronic mail, or an electronic or other transmission
                  capable of authentication that appears to have been sent by a
                  person described in this Section 6.02 and that contains an
                  affirmative vote or approval of that person is a signed
                  writing for the purposes of this Section 6.02. The date on
                  which that telegram, cablegram, electronic mail, or electronic
                  or other transmission is sent is the date on which the writing
                  is signed.

(F)  Amendment  of  Peoples'   Regulations  to  provide  that  shareholders  who
     participate  in a  shareholder  meeting  through the use of  communications
     equipment  be  treated as being  present at the  meeting  for  purposes  of
     determining the existence of a quorum, and to make corresponding amendments
     to other  provisions of the  Regulations to provide that  shareholders  may
     participate  in  shareholder  meetings  through  the use of  communications
     equipment.

     Section 1.06 of the  Regulations  presently  states that, at any meeting of
shareholders,  the  holders  of  a  majority  of  Peoples'  voting  shares  then
outstanding and entitled to vote at the meeting,  present in person or by proxy,
will  constitute a quorum for the meeting.  Effective May 16, 2002, the OGCL was
amended to provide that, unless otherwise  provided in a corporation's  articles
of incorporation or code of regulations,  the shareholders present in person, by
proxy  or  through  the  use  of  communications  equipment  at any  meeting  of
shareholders will constitute a quorum for the meeting.  The amendment to Section
1.06 of the  Regulations  would provide that  shareholders  present at a meeting
through the use of  communications  equipment  will be counted  for  purposes of
determining the existence of a quorum.

     Additionally,  Sections 1.08 and 2.03(C) of the Regulations  make reference
to  shareholders  being  present  at a meeting of  shareholders  in person or by
proxy. The amendments to Sections 1.08 and 2.03(C) would add language to provide
that  shareholders  may  also  be  present  through  the  use of  communications
equipment as permitted by Ohio law.

     The  Board of  Directors  has  unanimously  approved,  and  recommends  the
shareholders  adopt, the amendment to Section 1.06 of the Regulations to provide
that  shareholders  who participate in a shareholder  meeting through the use of
communications equipment be treated as being present at the meeting for purposes
of  determining  the existence of a quorum,  and the amendments to Sections 1.08
and 2.03(C) of the Regulations to reflect that  shareholders  may participate in
shareholder meetings through the use of communications equipment.

         The text of Section 1.06, as amended, would read as follows:

                  Section 1.06. Quorum.
                  ---------------------

                           At any meeting of shareholders, the holders of a
                  majority of the voting shares of the corporation then
                  outstanding and entitled to vote thereat, present in person,
                  by proxy or by the use of communications equipment, shall
                  constitute a quorum for such meeting. The holders of a
                  majority of the voting shares represented at a meeting,
                  whether or not a quorum is present, or the chairman of the
                  board, the president, or the officer of the corporation acting
                  as chairman of the meeting, may adjourn such meeting from time
                  to time, and if a quorum is present at such adjourned meeting
                  any business may be transacted as if the meeting had been held
                  as originally called.

         The text of Section 1.08, as amended, would read as follows:

                  Section 1.08. Order of Business.
                  --------------------------------

                           The order of business at any meeting of shareholders
                  shall be determined by the officer of the corporation acting
                  as chairman of such meeting unless otherwise determined by a
                  vote of the holders of a majority of the voting shares of the
                  corporation then outstanding, present in person, by proxy or
                  by the use of communications equipment, and entitled to vote
                  at such meeting.

         The text of Section 2.03(C), as amended, would read as follows:

                  (C)    The election of directors shall be by ballot whenever
                         requested by the presiding officer of the meeting or by
                         the holders of a majority of the voting shares
                         outstanding, entitled to vote at such meeting and
                         present in person, by proxy or by the use of
                         communications equipment.

RECOMMENDATION AND VOTE

     The  affirmative  vote of the holders of shares  entitling them to exercise
not less than a majority  of the voting  power  Peoples is required to adopt the
proposed  amendments to Sections 1.10, 1.04, 2.07, 1.03, 1.05, 2.08, 6.02, 1.06,
1.08 and 2.03(C) of the Regulations. As of February 14, 2003, Peoples' executive
officers and directors,  their respective  associates and Peoples Bank,  through
Peoples  Financial  Advisors group  (formerly  known as the Investment and Trust
Division of Peoples Bank), held common shares representing  approximately 17.20%
voting power of Peoples.

     The effect of an abstention or a broker non-vote on the proposed amendments
to Sections 1.10,  1.04, 2.07, 1.03, 1.05, 2.08, 6.02, 1.06, 1.08 and 2.03(C) of
the Regulations is the same as a "no" vote. If adopted by the shareholders,  the
proposed  amendments to Peoples'  Regulations will become effective  immediately
without any additional action.

     The Board of Directors  recommends that the shareholders  vote FOR adoption
of the proposed amendments to Sections 1.10, 1.04, 2.07, 1.03, 1.05, 2.08, 6.02,
1.06, 1.08 and 2.03(C) of Peoples' Regulations.

     All valid proxies received prior to the Annual Meeting which do not specify
how common shares should be voted (excluding broker non-votes) will be voted for
the adoption of the proposed  amendments to Sections  1.10,  1.04,  2.07,  1.03,
1.05, 2.08, 6.02, 1.06, 1.08 and 2.03(C) of the Regulations.



                  PROPOSED AMENDMENT OF CODE OF REGULATIONS TO
              PROVIDE FOR BOARD COMMITTEES OF ONE OR MORE DIRECTORS
              -----------------------------------------------------
                                (Item 5 on Proxy)

PURPOSE

     Section 2.10 of Peoples'  Regulations provides that committees of directors
must consist of not less than three  directors.  Effective  March 17, 2000,  the
OGCL was amended to permit  committees to consist of one or more directors.  The
proposed  amendment  to Section  2.10  would  allow  committees  of our Board of
Directors to consist of one or more directors, subject to any other requirements
as to the number of directors serving on a committee which may be imposed by law
or the rules and  regulations  of the SEC, The Nasdaq Stock Market or any other
regulatory authority.

     Section 2.10 of the Regulations also provides that a committee of directors
may act at a meeting or by a writing or writings  signed by all of its  members.
Effective May 16, 2002,  OGCL was amended to provide that,  for this purpose,  a
writing   may  include  an   electronic   or  other   transmission   capable  of
authentication  that contains an  affirmative  vote or approval of the director.
The  proposed  amendment  to Section  2.10 would  provide  that a  committee  of
directors  may  act by a  writing  or  writings  signed  by all of its  members,
including a writing in the form of an electronic or other  transmission  capable
of authentication that contains an affirmative vote or approval of the director.

PROPOSAL

     The Board of Directors  has  approved,  and  recommends  that  shareholders
adopt,  amendments to Section 2.10 of the  Regulations  to permit  committees of
directors  to consist of one or more  directors  and provide that a committee of
directors  may  act by a  writing  or  writings  signed  by all of its  members,
including a writing in the form of an electronic or other  transmission  capable
of authentication that contains an affirmative vote or approval of the director.

         The text of Section 2.10, as amended, would read as follows:

                  Section 2.10. Executive and Other Committees of Directors.
                  ----------------------------------------------------------

                           The directors, by resolution passed by a majority of
                  the directors then in office, may create an executive
                  committee or any other committee of directors, each to consist
                  of one or more directors (subject to any other requirements as
                  to the number of directors serving on a committee that may be
                  imposed by law or the rules and regulations of the Securities
                  and Exchange Commission or any other regulatory authority),
                  and may authorize the delegation to such executive committee
                  or other committees, of any of the authority of the directors,
                  however conferred, other than that of filling vacancies among
                  the directors or in the executive committee or in any other
                  committee of the directors.

                           Such executive committee or any other committee of
                  directors shall serve at the pleasure of the directors, shall
                  act only in the intervals between meetings of the directors,
                  and shall be subject to the control and direction of the
                  directors. Such executive committee or other committee of
                  directors may act by a majority of its members at a meeting or
                  by a writing or writings signed by all of its members. A
                  telegram, cablegram, electronic mail, or an electronic or
                  other transmission capable of authentication that appears to
                  have been sent by a director and that contains an affirmative
                  vote or approval of that director is a signed writing for
                  purposes of this Section 2.10. The date on which that
                  telegram, cablegram, electronic mail, or other electronic
                  transmission is sent is the date on which the writing is
                  signed.

                           Any act or authorization of any act by the executive
                  committee or any other committee within the authority
                  delegated to it shall be as effective for all purposes as the
                  act or authorization of the directors. No notice of a meeting
                  of the executive committee or of any other committee of
                  directors shall be required. A meeting of the executive
                  committee or of any other committee of directors may be called
                  only by the president or by a member of such executive or
                  other committee of directors. Meetings of the executive
                  committee or of any other committee of directors may be held
                  through any communications equipment if all persons
                  participating can hear each other and participation in such a
                  meeting shall constitute presence thereat.

RECOMMENDATION AND VOTE

     The  affirmative  vote of the holders of shares  entitling them to exercise
not less than a majority of the voting power of Peoples is required to adopt the
proposed amendments to Section 2.10 of the Regulations. As of February 14, 2003,
Peoples'  executive  officers and  directors,  their  respective  associates and
Peoples Bank,  through Peoples  Financial  Advisors group (formerly known as the
Investment and Trust Division of Peoples Bank), held common shares  representing
approximately 17.20% voting power of Peoples.

     The effect of an abstention or a broker non-vote on the proposed amendments
to Section 2.10 of the Regulations is the same as a "no" vote. If adopted by the
shareholders,  the proposed  amendments  to Section 2.10 would become  effective
immediately without any additional action.

     The Board of Directors  recommends that  shareholders  vote FOR adoption of
the proposed amendments to Section 2.10 of Peoples' Regulations.

     All valid proxies received prior to the Annual Meeting which do not specify
how common shares should be voted (excluding broker non-votes) will be voted for
the adoption of the proposed amendments to Section 2.10 of the Regulations.



                              SHAREHOLDER PROPOSALS
                             FOR 2004 ANNUAL MEETING

     Proposals  by  shareholders  intended  to be  presented  at the 2004 Annual
Meeting of  Shareholders  must be received by the  Secretary of Peoples no later
than November 11, 2003, to be included in Peoples' proxy,  notice of meeting and
proxy statement relating to such meeting and should be mailed to Peoples Bancorp
Inc.,  138  Putnam  Street,  Marietta,  Ohio  45750-0738,  Attention:  Corporate
Secretary.   The  SEC  has  promulgated   rules  relating  to  the  exercise  of
discretionary   voting  authority  under  proxies  solicited  by  the  Board  of
Directors.  If a  shareholder  intends to present a proposal  at the 2004 Annual
Meeting of Shareholders,  and does not notify the Corporate Secretary of Peoples
of the proposal by January 25, 2004, the proxies  solicited by Peoples' Board of
Directors  for use at the 2004  Annual  Meeting  may be  voted  on the  proposal
without  discussion  of the proposal in Peoples'  proxy  statement  for the 2004
Annual Meeting.

     Shareholders  desiring to nominate  candidates for election as Directors at
the 2004 Annual  Meeting  must follow the  procedures  described in "Election of
Directors".



               NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS



     The Board of Directors of Peoples  appointed the accounting firm of Ernst &
Young LLP  ("E&Y") to serve as  independent  auditors  of  Peoples  for the 2002
Fiscal Year. Fees billed for services rendered by E&Y the 2002 Fiscal Year were:



                              Audit Fees        $170,000
                              All Other Fees    $409,000


     All other fees billed are primarily comfort letters and assistance with and
review of  documents  filed with the  Securities  and Exchange  Commission,  due
diligence related to mergers and  acquisitions,  accounting  consultations,  tax
compliance, tax planning, and tax advice related to mergers and acquisitions and
employee benefit plans.



     The Board of Directors  expects  representatives  of E&Y will be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.

     Pursuant to the  recommendation of the Audit Committee,  it is anticipated
E&Y will be appointed to serve as  independent  auditors of Peoples for the 2003
fiscal year.


                                  OTHER MATTERS



     As of the date of this proxy statement,  the Board of Directors knows of no
business  to be  presented  for action by the  shareholders  at the 2003  Annual
Meeting  of  Shareholders  other  than as set  forth  in this  proxy  statement.
However,  if any other matter is properly presented at the Annual Meeting, or at
any  adjournment,  the  individuals  acting  under the proxies will vote and act
according to their best judgments in light of the conditions then prevailing.

     It is important  that proxies be voted and  returned  promptly;  therefore,
shareholders  who do not expect to attend the Annual Meeting in person are urged
to fill in,  sign,  and return  the  enclosed  proxy card in the  self-addressed
envelope furnished herewith.

                                 By Order of the Board of Directors

                              /s/ROBERT E. EVANS

                                 Robert E. Evans
                                 President and Chief Executive Officer



                              PEOPLES BANCORP INC.
                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 10, 2003
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned holder(s) of common shares of Peoples Bancorp Inc.
("Peoples") hereby constitutes and appoints Robert E. Evans and Joseph H. Wesel,
or either of them, the Proxy or Proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of Peoples (the
"Annual Meeting") to be held on Thursday, April 10, 2003, in the Ball Room,
Holiday Inn, 701 Pike Street, Marietta, Ohio (Interstate 77, Ohio exit 1) at
10:30 A.M., local time, and any adjournment thereof, and to vote all of the
common shares of Peoples which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment thereof, as follows:

     1. To elect the following directors for terms of three years each:
              Nominee                                           Term Expires In
              -----------------------------------------------------------------
              Carl Baker, Jr.               (for re-election)      2006
              George W. Broughton           (for re-election)      2006
              Wilford D. Dimit              (for re-election)      2006
              [ ] FOR             [ ] AGAINST            [ ] FOR ALL EXCEPT

     2. To elect the following director for a term of two years:
              Nominee                                           Term Expires In
              -----------------------------------------------------------------
              Mark F. Bradley               (for re-election)      2005
              [ ] FOR             [ ] AGAINST

         *(INSTRUCTION: To withhold authority to vote for any individual
           nominee, mark "FOR ALL EXCEPT" and write the name of that nominee in
           the space provided below.)
         ----------------------------------------------------------------------

     3.  To adopt an amendment to Article FOURTH of Peoples' Articles of
         Incorporation to increase the number of authorized shares to
         24,000,000.
              [ ] FOR             [ ] AGAINST            [ ] ABSTAIN

     4.  To adopt amendments to Peoples' Code of Regulations to permit
         electronic proxies, notices, waivers, and meetings.
              [ ] FOR             [ ] AGAINST            [ ] ABSTAIN

     5.  To adopt a further amendment to Peoples' Code of Regulations to provide
         for Board committees of one or more members.
              [ ] FOR             [ ] AGAINST            [ ] ABSTAIN

     6.  In their discretion, the Proxies are authorized to vote upon any other
         matter (none known at the time of solicitation of this proxy) which
         properly comes before the Annual Meeting or any adjournment thereof.

     WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS
INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES LISTED IN ITEMS NO. 1 AND NO. 2 AS DIRECTORS OF PEOPLES
AND FOR PROPOSALS NO. 3, 4, AND 5. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF OR IF A NOMINEE FOR
ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE
NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

     ALL PROXIES PREVIOUSLY GIVEN OR EXECUTED BY THE UNDERSIGNED ARE HEREBY
REVOKED. The undersigned acknowledges receipt of the accompanying Notice of
Annual Meeting of Shareholders and a copy of the Proxy Statement for the April
10, 2003 meeting and the Summary Annual Report and Form 10-K of Peoples for the
fiscal year ended December 31, 2002.

                     Dated:  _______________________________________, 2003

                             _______________________________________
                                         Shareholder

                             ________________________________________
                                         Shareholder

     Please sign exactly as your name appears hereon. When common shares are
registered in two names, both shareholders MUST sign. When signing as executor,
administrator, trustee, guardian, attorney or agent, please give full title as
such. If shareholder is a corporation, please sign in full corporate name by
President or other authorized officer. If shareholder is a partnership or other
entity, please sign that entity's name by authorized person. (Please note any
change of address on this Proxy.)

   PLEASE FILL IN, DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE