PEOPLES BANCORP INC (PEBO) SPO

We intend to use the net proceeds from the sale of the securities offered 
hereunder for general corporate purposes unless otherwise indicated in the 
prospectus supplement relating to a specific issue of securities. Our general 
corporate purposes may include augmenting our capital or that of Peoples Bank 
for use in our community banking and commercial lending operations, 
repurchasing our outstanding common shares, financing possible acquisitions 
of other financial institutions or their branches, financing possible 
acquisitions of other businesses that are related to banking or 
diversification into other banking-related businesses, extending credit to, 
or funding investments in, Peoples Bank and Peoples Insurance and repaying, 
reducing or refinancing our indebtedness. 

The precise amounts and timing of our use of net proceeds will depend upon 
market conditions, Peoples Bank's and Peoples Insurance's funding 
requirements, the availability of other funds and other factors. We expect 
that we will, on a recurrent basis, engage in additional financings as the 
need arises to finance our corporate strategies, to fund Peoples Bank and 
Peoples Insurance, to finance acquisitions or otherwise.

Peoples experiences intense competition within its primary market area due 
to the presence of several national, regional and local financial institutions 
and other service providers, including finance companies, insurance agencies 
and mutual funds. Competition within the financial service industry continues 
to increase as a result of mergers between, and expansion of, financial 
service providers within and outside of Peoples' primary market areas. In 
addition, the deregulation of the financial services industry has allowed 
securities firms and insurance companies that have elected to become 
financial holding companies to acquire commercial banks and other financial 
institutions, which can create additional competitive pressure. 

Peoples primarily competes based on client service, convenience and 
responsiveness to customer needs, available products, rates of interest on 
loans and deposits, and the availability and pricing of trust, brokerage 
and insurance services. However, some competitors may have greater resources 
and, as such, higher lending limits than Peoples, which adversely affects 
Peoples' ability to compete. Peoples' business strategy includes the use of 
a “needs-based” sales and service approach to serve customers and incentives 
intended to promote customers' continued use of multiple financial products 
and services. In addition, Peoples continues to emphasize the integration of 
traditional commercial banking products with non-traditional financial 
products, such as insurance and investment products. 

Peoples historically has focused on providing its full range of products and 
services in smaller metropolitan markets rather than major metropolitan areas. 
While management believes Peoples has developed a level of expertise in 
serving the financial service needs of smaller communities, Peoples' primary 
market area has expanded into larger metropolitan areas, such as central Ohio. 
These larger areas typically contain entrenched service providers with an 
existing customer base much larger than Peoples' initial entry position. As 
a result, Peoples may be forced to compete more aggressively in order to 
grow its market share in these areas, which could reduce current and future 
profit potential from such markets.