Exhibit 99(b)
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FORM OF
PROXY
The Lower Salem Commercial Bank
Main Street
P.O. Box 36
Lower Salem, Ohio 45745-0036
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
February 13, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND UNLESS OTHERWISE MARKED
WILL BE VOTED FOR THE PROPOSAL.
The undersigned, having received notice of the Special Meeting of Shareholders
of The Lower Salem Commercial Bank, Lower Salem, Ohio to be held at 6:30 p.m.,
February 13, 2001, hereby designates and appoints Clyde H. Knoch, Joan K. Lehr
and Lloyd E. Ullman, or any of them, as attorneys and proxies for the
undersigned, with full power of substitution, to vote for and in the name of the
undersigned all shares of the common stock of The Lower Salem Commercial Bank
("Lower Salem"), which the undersigned is entitled to vote at such Special
Meeting of Shareholders, or at any adjournment thereof, such proxies being
directed to vote as specified below on the following proposals:
The Board of Directors recommends a vote FOR the proposal.
Proposal: To vote on the approval of the following Resolution:
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RESOLVED, That the Agreement and Plan of Acquisition and Merger,
dated as of October 24, 2000, as amended by Amendment No. 1 to
the Agreement and Plan of Acquisition and Merger, dated January 3,
2001, by and among Peoples Bancorp Inc., an Ohio bank holding
company ("Peoples"), Peoples Bank, National Association, a
national banking association ("Peoples Bank"), and Lower Salem
and the related Plan of Merger, dated November 27, 2000,
between Peoples Bank and Lower Salem (the "Agreements"),
copies of which are included as Appendices A and B to the proxy
statement/prospectus for the Special Meeting, be and they hereby
are, approved, adopted, ratified and confirmed.
FOR AGAINST ABSTAIN
If this Proxy is properly signed but the above ballot is not
marked, such proxies are authorized to vote the shares represented
by this Proxy in accordance with their discretion. It is the
present intention of such proxies to vote for the proposal, and to
vote in the best interest of Lower Salem, in the judgment of the
proxies, concerning any other matters presented at the meeting.
The undersigned reserves the right to revoke this Proxy at any
time until the Proxy is voted at the Special Meeting. The Proxy
may be revoked by a later dated Proxy, by giving written notice to
Lower Salem, at any time before the Proxy is voted or in open
meeting.
DATED:
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Signature
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(Number of Shares) Signature
(Please sign Proxy as your name appears on
your stock certificate(s). Joint owners
should each sign personally. When signing
as attorney, executor, administrator,
trustee, guardian or corporate officer,
please give your full title as such.)
ALL FORMER PROXIES ARE HEREBY REVOKED
Please date, sign and mail this Proxy to the proxy committee, in care of The
Lower Salem Commercial Bank, Main Street, P.O. Box 36, Lower Salem, Ohio
45745-0036. A pre-addressed envelope is enclosed.
