Peoples Bancorp Inc. Annual Report on Form 10-K for Fiscal Year Ended December 31, 2012



EXHIBIT 4.1

PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2012



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



February 28 ,2013


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549


RE: Peoples Bancorp Inc. - Annual Report on Form 10-K for the fiscal year ended December 31, 2012


Ladies and Gentlemen:

Peoples Bancorp Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), as executed on February 28 ,2013.

Pursuant to the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, Peoples Bancorp Inc. hereby agrees to furnish to the SEC, upon request, copies of instruments and agreements defining (i) the rights of holders of Peoples Bancorp Inc.'s long-term debt or (ii) the rights of holders of the long-term debt of one of its consolidated subsidiaries, not being filed or incorporated by reference as an exhibit to the Form 10-K. Such long-term debt does not exceed 10% of the total assets of Peoples Bancorp Inc. and its subsidiaries on a consolidated basis.

Very truly yours,
            

Executive Vice President,
Chief Financial Officer and Treasurer