8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 22, 2014

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of principal executive offices)	(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 - Results of Operations and Financial Condition.

On January 27, 2014, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three months (fourth quarter) and fiscal year ended December 31, 2013. A copy of this Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Park's management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate Park's performance. Specifically, management reviews return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share. Management has included in the Financial Results News Release information relating to the return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share for the three months and years ended December 31, 2013 and 2012. For purposes of calculating the return on average tangible common equity, a non-GAAP financial measure, net income available to common shareholders for each period is divided by average tangible common equity during the period. Average tangible common equity equals average stockholders' equity during the applicable period less (i) average goodwill and other intangible assets during the applicable period and (ii) average preferred stock during the applicable period. For the purpose of calculating the return on average tangible assets, a non-GAAP financial measure, net income available to common shareholders for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating tangible common equity to tangible assets, a non-GAAP financial measure, tangible common equity is divided by tangible assets. Tangible common equity equals stockholders' equity less preferred stock and goodwill and intangible assets, in each case at period end. Tangible assets equals total assets less goodwill and intangible assets, in each case at period end. For the purpose of calculating tangible common book value per common share, a non-GAAP financial measure, tangible common equity is divided by common shares outstanding at period end. Management believes that the disclosure of return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with GAAP, assists in analyzing Park's operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and, in the case of return on average common equity and tangible common book value per common share, the impact of preferred stock. In the Financial Results News Release, Park has provided a reconciliation of average tangible common equity to average stockholders' equity, average tangible assets to average assets, tangible common equity to stockholders' equity and tangible assets to total assets solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share are substitutes for return on average equity, return on average assets, stockholders' equity to total assets and common book value per common share, respectively, as determined by GAAP.

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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Notifications of Retirement from Board of Directors

On January 22, 2014, and January 23, 2014, respectively, John J. O'Neill and Reverend Dr. Charles W. Noble, Sr., each of whom currently serves in the class of directors of Park whose terms will expire at the 2014 Annual Meeting of Shareholders of Park (the “2014 Annual Meeting”) notified Park that they have decided to retire and not stand for re-election to the Board of Directors of Park. Each of their terms as a director will expire immediately prior to the 2014 Annual Meeting, which will be held on April 28, 2014. In addition, each of Dr. Noble and John J. O'Neill will retire as a director of Park's national banking subsidiary, The Park National Bank, effective April 28, 2014.

Dr. Noble has served as a member of the Board of Directors of Park since 2013 and as a member of the Board of Directors of The Park National Bank since 1988. Dr. Noble served as a member of the Audit Committees of both the organizations and provided spiritual leadership and wise counsel to members of the boards and management during his tenure.

John J. O’Neill has served as a member of the Board of Directors of Park since 1987 and as a member of the Board of Directors of The Park National Bank since 1964. Mr. O'Neill is an original member of the board of Park and served as a board member of The Park National Bank for five decades, joining the bank board in 1964. Mr. O'Neill served on various committees of both the bank and Park, including the Executive Committee of both, and the Investment and Compensation Committees of Park.

Both Dr. Noble and Mr. O'Neill were devoted advocates for The Park National Bank during their service as board members. They will be recognized during Park's Annual Meeting on April 28, 2014 for their dedicated service and superior counsel provided to both organizations.

The Nominating Committee, on behalf of the Board of Directors of Park, has recommended that rather than fill the vacancies which will be created by the retirement of Dr. Noble and Mr. O'Neill, the number of directors of Park will be reduced to twelve upon their retirement.

Park National Corporation 2013 Long-Term Incentive Plan - Performance-Based Restricted Stock Unit Awards

On January 24, 2014, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Park granted awards (the “2014 PBRSU Awards”) of performance-based restricted stock units (“PBRSUs”) to each of Park’s executive officers, which grants are to be effective on January 24, 2014, subject to the terms and conditions of Park’s 2013 Long-Term Incentive Plan (the “Park 2013 LTIP”), which had been approved by Park’s shareholders on April 22, 2013. The form of Performance-Based Restricted Stock Unit Award Agreement approved by the Compensation Committee on January 24, 2014 to evidence both the 2014 PBRSU Awards and any future awards of PBRSUs under the Park 2013 LTIP to employees of Park and its subsidiaries, is included as Exhibit 10.1 to this Current Report on Form 8-K.

The following schedule shows the minimum/target number of PBRSUs which may be earned (the “Target Award”) and the maximum number of PBRSUs which may be earned (the “Maximum Award”) in respect of the 2014 PBRSU Award granted each of the executive officers of Park:

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Name and Position	Target Award	Maximum Award
C. Daniel DeLawder Chairman of the Board of Park; Chairman of the Board and executive employee of The Park National Bank	2,000 PBRSUs	3,000 PBRSUs
David L. Trautman President and Chief Executive Officer of each Park and The Park National Bank	2,000 PBRSUs	3,000 PBRSUs
Brady T. Burt Chief Financial Officer, Secretary and Treasurer of Park; Senior Vice President and Chief Financial Officer of The Park National Bank	750 PBRSUs	1,125 PBRSUs

The number of PBRSUs earned and settled or, in the alternative, forfeited will be based upon Park’s performance, measured by Park’s cumulative return on average assets (“ROA”) for the three-year performance period beginning January 1, 2014 and ending December 31, 2016 (the “Performance Period”), as compared to the cumulative ROA results for the Performance Period for a peer group comprised of bank holding companies with between $3 billion and $10 billion in total consolidated assets (the “Peer Group”). However, no PBRSUs will be earned by any executive officer if Park’s consolidated net income for each fiscal year during the Performance Period has not equaled or exceeded an amount equal to 110% of all cash dividends declared and paid during such fiscal year.

Park’s performance at the 50^th and 80^th percentile of the Peer Group’s performance will result in the earning of PBRSUs representing the Target Award and the Maximum Award, respectively (interpolated on a straight line basis for performance at percentiles between these specified percentiles).

Any PBRSUs earned based on Park’s performance relative to the Peer Group will also be subject to a service-based vesting requirement. One-half of the PBRSUs earned in respect of the Performance Period will vest and be settled in Park common shares (on a one-for-one basis) on the date the Compensation Committee determines and certifies the number of PBRSUs earned in respect of the Performance Period (the “Certification Date”) if the executive officer is still employed by Park or one of its affiliates on the Certification Date. On the first anniversary of the Certification Date, the other half of the PBRSUs earned in respect of the Performance Period will vest and be settled in Park common shares (on a one-for-one basis) if the executive officer is still employed by Park or one of its affiliates on the first anniversary of the Certification Date. Subject to the terms of each Performance-Based Restricted Stock Unit Award Agreement, none of the Park common shares received by an executive officer upon settlement of earned and vested PBRSUs may be sold, transferred, assigned or otherwise similarly disposed of by the executive officer for a period of five years after the date of settlement.

Each Performance-Based Restricted Stock Unit Award Agreement also addresses the effect of termination of employment of an executive officer and the effect of a defined “Change in Control” for purposes of the Park 2013 LTIP. The terms and conditions set forth in the form of Performance-Based Restricted Stock Unit Award Agreement, included as Exhibit 10.1 to this Current Report on Form 8-K, are incorporated herein by reference.

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Item 7.01 - Regulation FD Disclosure

Financial Results by segment

The table below reflects the net income (loss) and net income available to common shareholders by segment for each quarter of 2013, for the fiscal year ended December 31, 2013, and for each of the prior two fiscal years ended December 31, 2012 and 2011. Park's segments include The Park National Bank ("PNB"), Guardian Financial Services Company (“GFSC”), SE Property Holdings, LLC ("SEPH") and "All Other" which primarily consists of Park as the "Parent Company."

Net income (loss) by segment
(In thousands)	Q1 2013			Q2 2013			Q3 2013			Q4 2013			2013			2012			2011
PNB	$	19,940		$	20,322		$	17,249		$	18,083		$	75,594		$	87,106		$	106,851
GFSC	740			790			731			627			2,888			3,550			2,721
Park Parent Company	132			191			(244		)	(1,476		)	(1,397		)	195			(1,595		)
Ongoing operations	$	20,812		$	21,303		$	17,736		$	17,234		$	77,085		$	90,851		$	107,977
Vision Bank	—			—			—			—			—			—			(22,526		)
SEPH	(102		)	(1,269		)	1,293			220			142			(12,221		)	(3,311		)
Total Park	$	20,710		$	20,034		$	19,029		$	17,454		$	77,227		$	78,630		$	82,140
Preferred dividends and accretion	$	—		$	—		$	—		$	—		$	—		$	3,425		$	5,856
Net income available to common shareholders	$	20,710		$	20,034		$	19,029		$	17,454		$	77,227		$	75,205		$	76,284

The “Park Parent Company” above excludes the results for SEPH, an entity which is winding down commensurate with the disposition of its problem assets. Management considers the “Ongoing operations” results to be reflective of the business of Park and its subsidiaries on a going forward basis. The discussion below provides some additional information regarding the segments that make up the “Ongoing operations”, followed by additional information on SEPH.

Vision Bank (“Vision”) merged with and into SEPH, a non-bank subsidiary of Park, following the sale of the Vision business to Centennial Bank (“Centennial”) on February 16, 2012. The sale of the Vision business in the first quarter of 2012 resulted in a pre-tax gain of $22.2 million ($14.4 million after-tax), which is included in the fiscal year ended December 31, 2012 SEPH results presented in the table above. SEPH holds the remaining assets and liabilities retained by Vision subsequent to the sale. SEPH assets consist primarily of performing and nonperforming loans and other real estate owned (“OREO”). This segment represents a run-off portfolio of the legacy Vision assets.

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The Park National Bank (PNB)

The table below reflects the results for PNB for each quarter of 2013, for the fiscal year ended December 31, 2013, and for each of the prior two fiscal years ended December 31, 2012 and 2011.

(In thousands)	Q1 2013		Q2 2013		Q3 2013		Q4 2013		2013		2012		2011
Net interest income	$	52,735	$	51,736	$	52,348	$	53,962	$	210,781	$	221,758	$	236,282
Provision for loan losses	3,130		2,122		6,339		2,448		14,039		16,678		30,220
Other income	17,872		18,536		16,756		17,677		70,841		70,739		67,348
Security gains	—		—		—		—		—		—		23,634
Total other expense	40,324		40,408		39,860		45,073		165,665		156,516		146,235
Income before income taxes	$	27,153	$	27,742	$	22,905	$	24,118	$	101,918	$	119,303	$	150,809
Federal income taxes	7,213		7,420		5,656		6,035		26,324		32,197		43,958
Net income	$	19,940	$	20,322	$	17,249	$	18,083	$	75,594	$	87,106	$	106,851
Net income excluding security gains	$	19,940	$	20,322	$	17,249	$	18,083	$	75,594	$	87,106	$	91,489

The table below provides certain balance sheet information and financial ratios for PNB as of and for fiscal years ended December 31, 2013 and 2012.

(In thousands)	December 31, 2013			December 31, 2012			% change from 12/31/12
Loans	$	4,559,406		$	4,369,173		4.35	%
Allowance for loan losses	56,888			53,131			7.07	%
Net loans	4,502,518			4,316,042			4.32	%
Investment securities	1,421,937			1,579,889			(10.00	)%
Total assets	6,524,098			6,502,579			0.33	%
Average assets	6,576,420			6,532,683			0.67	%
Return on average assets	1.15		%	1.33		%	(13.53	)%

Loans outstanding at December 31, 2013 of $4.56 billion represented an increase of $190 million, or 4.35%, compared to the loans outstanding of $4.37 billion at December 31, 2012. The $190 million increase in loans experienced at PNB over the last twelve months is related to growth in PNB's retained mortgage loan portfolio of approximately $87 million, growth in the consumer loan portfolio of approximately $68 million and an increase in the commercial loan portfolio of approximately $35 million.

PNB's allowance for loan losses increased by $3.8 million, or 7.07%, to $56.9 million at December 31, 2013, compared to $53.1 million at December 31, 2012. The increase in PNB's allowance for loan losses resulted from an increase in general reserves set aside for performing loans and an increase in specific reserves on impaired credits. Refer to the “Credit Metrics and Provision for (Recovery of) Loan Losses” section below for additional information regarding the credit metrics of PNB's loan portfolio.

PNB's investment securities portfolio declined by $158 million, or 10.0%, in 2013, as a result of a decision to not reinvest a portion of the cash received from prepayments on certain investments in the securities portfolio. This decision helps to manage exposure to duration in the current low rate environment. PNB's investment securities portfolio had a balance of $1.42 billion at December 31, 2013, compared to $1.58 billion at December 31, 2012. PNB allowed average federal funds sold balances to increase to $272 million in 2013 from $165 million in 2012.

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Guardian Financial Services Company (GFSC)

The table below reflects the results for GFSC for each quarter of 2013, for the fiscal year ended December 31, 2013, and for each of the prior two fiscal years ended December 31, 2012 and 2011.

(In thousands)	Q1 2013		Q2 2013			Q3 2013		Q4 2013		2013		2012		2011
Net interest income	$	2,133	$	2,238		$	2,204	$	2,166	$	8,741	$	9,156	$	8,693
Provision for loan losses	210		210			355		400		1,175		859		2,000
Other income (loss)	2		(3		)	6		6		11		—		—
Total other expense	786		810			730		807		3,133		2,835		2,506
Income before income taxes	$	1,139	$	1,215		$	1,125	$	965	$	4,444	$	5,462	$	4,187
Federal income taxes	399		425			394		338		1,556		1,912		1,466
Net income	$	740	$	790		$	731	$	627	$	2,888	$	3,550	$	2,721

The table below provides certain balance sheet information and financial ratios for GFSC as of and for the fiscal years ended December 31, 2013 and 2012.

(In thousands)	December 31, 2013			December 31, 2012			% change from 12/31/12
Loans	$	47,228		$	50,082		(5.70	)%
Allowance for loan losses	2,581			2,406			7.27	%
Net loans	44,647			47,676			(6.35	)%
Total assets	47,115			49,926			(5.63	)%
Average assets	49,481			48,381			2.27	%
Return on average assets	5.84		%	7.34		%	(20.44	)%

Park Parent Company

The table below reflects the results for Park's Parent Company for each quarter of 2013, for the fiscal year ended December 31, 2013, and for each of the prior two fiscal years ended December 31, 2012 and 2011.

(In thousands)	Q1 2013			Q2 2013			Q3 2013			Q4 2013			2013			2012			2011
Net interest income	$	1,240		$	1,085		$	870		$	(367	)	$	2,828		$	4,742		$	2,155
Provision for loan losses	—			—			—			—			—			—			—
Other income	100			120			109			140			469			233			350
Total other expense	1,644			1,443			1,855			2,578			7,520			6,585			7,115
Loss before income taxes	$	(304	)	$	(238	)	$	(876	)	$	(2,805	)	$	(4,223	)	$	(1,610	)	$	(4,610	)
Federal income tax (benefit)	(436		)	(429		)	(632		)	(1,329		)	(2,826		)	(1,805		)	(3,015		)
Net income (loss)	$	132		$	191		$	(244	)	$	(1,476	)	$	(1,397	)	$	195		$	(1,595	)

The net interest income for Park's parent company includes interest income on loans to SEPH and on subordinated debt investments in PNB, which are eliminated in the consolidated Park National Corporation totals. Additionally, net interest income includes interest expense related to the $35.25 million and $30.00 million of subordinated notes issued by Park to accredited investors in December 2009 and April 2012, respectively.

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SEPH / Vision Bank

The table below reflects the results for SEPH for each quarter of 2013, and for the fiscal year ended December 31, 2013. Also included below are the results for SEPH for the fiscal years ended December 31, 2012 and 2011. SEPH was formed in March 2011. Prior to holding the remaining Vision assets, SEPH held OREO assets that were transferred from Vision to SEPH. Also included below are the results for Vision for the fiscal year ended December 31, 2011.

(In thousands)	Q1 2013			Q2 2013			Q3 2013			Q4 2013			2013			2012			SEPH 2011			Vision 2011
Net interest income (loss)	$	(655	)	$	(347	)	$	(462	)	$	139		$	(1,325	)	$	(341	)	$	(974	)	$	27,078
(Recovery of) Provision for loan losses	(3,011		)	(1,659		)	(4,196		)	(2,933		)	(11,799		)	17,882			—			31,052
Other income (loss)	831			645			525			(45		)	1,956			(736		)	(3,039		)	1,422
Security gains	—			—			—			—			—			—			—			5,195
Gain on sale of Vision business	—			—			—			—			—			22,167			—			—
Total other expense	3,344			3,909			2,270			2,688			12,211			22,032			1,082			31,379
Income (loss) before income taxes	$	(157	)	$	(1,952	)	$	1,989		$	339		$	219		$	(18,824	)	$	(5,095	)	$	(28,736	)
Federal income taxes (benefit)	(55		)	(683		)	696			119			77			(6,603		)	(1,784		)	(6,210		)
Net income (loss)	$	(102	)	$	(1,269	)	$	1,293		$	220		$	142		$	(12,221	)	$	(3,311	)	$	(22,526	)
Net income (loss) excluding gains	$	(102	)	$	(1,269	)	$	1,293		$	220		$	142		$	(26,630	)	$	(3,311	)	$	(25,903	)

SEPH financial results for 2013 included net recoveries of $11.8 million. The net recoveries during 2013 consisted of charge-offs of $2.2 million, offset by recoveries of $14.0 million. Other income for the year ended December 31, 2013 at SEPH of $2.0 million was primarily related to net gains on the sale of OREO of $2.5 million, offset by OREO devaluations of $594,000.

On February 16, 2012, when Vision merged with and into SEPH, the loans then held by Vision were transferred to SEPH by operation of law at their fair market value and no allowance for loan loss is carried at SEPH. The loans included in both the performing and nonperforming portfolios have been charged down to their fair value. The table below provides additional information regarding charge-offs as a percentage of unpaid principal balance, as of December 31, 2013:

SEPH - Retained Vision Loan Portfolio
(In thousands)	Unpaid Principal Balance		Aggregate Charge-Offs		Net Book Balance		Charge-off Percentage
Nonperforming loans - retained by SEPH	$	76,013	$	39,906	$	36,107	52.50	%
Performing loans - retained by SEPH	2,064		157		1,907		7.61	%
Total SEPH loan exposure	$	78,077	$	40,063	$	38,014	51.31	%

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The table below provides an overview of SEPH loans and OREO, representing the legacy Vision assets. This information is provided as of December 31, 2013, September 30, 2013, and December 31, 2012, showing the decline in legacy Vision assets at SEPH over the past quarter and in 2013.

(In thousands)	SEPH 12/31/13		SEPH 09/30/13		SEPH 12/31/12		Change from last quarter			Change from 12/31/12
Nonperforming loans - retained by SEPH	$	36,107	$	39,348	$	55,292	$	(3,241	)	$	(19,185	)
OREO - retained by SEPH	23,224		22,393		21,003		831			2,221
Total nonperforming assets	$	59,331	$	61,741	$	76,295	$	(2,410	)	$	(16,964	)
Performing loans - retained by SEPH	$	1,907	$	3,139	$	3,886	$	(1,232	)	$	(1,979	)
Total SEPH - Legacy Vision assets	$	61,238	$	64,880	$	80,181	$	(3,642	)	$	(18,943	)

Park National Corporation

The table below reflects the results for Park on a consolidated basis for each quarter of 2013, for the fiscal year ended December 31, 2013, and for each of the prior two fiscal years ended December 31, 2012 and 2011.

(In thousands)	Q1 2013		Q2 2013		Q3 2013		Q4 2013			2013		2012		2011
Net interest income	$	55,453	$	54,712	$	54,960	$	55,900		$	221,025	$	235,315	$	273,234
Provision for (recovery of) loan losses	329		673		2,498		(85		)	3,415		35,419		63,272
Other income	18,805		19,298		17,396		17,778			73,277		70,236		66,081
Security gains	—		—		—		—			—		—		28,829
Gain on sale of Vision business	—		—		—		—			—		22,167		—
Total other expense	46,098		46,570		44,715		51,146			188,529		187,968		188,317
Income before income taxes	$	27,831	$	26,767	$	25,143	$	22,617		$	102,358	$	104,331	$	116,555
Federal income taxes	7,121		6,733		6,114		5,163			25,131		25,701		34,415
Net income	$	20,710	$	20,034	$	19,029	$	17,454		$	77,227	$	78,630	$	82,140
Net income excluding gains (1)	$	20,710	$	20,034	$	19,029	$	17,454		$	77,227	$	64,221	$	63,401

(1) Excludes the gain on sale of the Vision business for the year ended December 31, 2012 and the security gains for the year ended December 31, 2011.

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Credit Metrics and Provision for (Recovery of) Loan Losses

The provision for loan losses for the year ended December 31, 2013 was $3.4 million, compared to $35.4 million in 2012. The table below shows a breakdown of the loan loss provision (recovery) by reportable segment:

(In thousands)	Q1 2013			Q2 2013			Q3 2013			Q4 2013			2013			2012
PNB	$	3,130		$	2,122		$	6,339		$	2,448		$	14,039		$	16,678
GFSC	210			210			355			400			1,175			859
Park Parent	—			—			—			—			—			—
Total Ongoing Operations	$	3,340		$	2,332		$	6,694		$	2,848		$	15,214		$	17,537
Vision Bank	—			—			—			—			—			—
SEPH	(3,011		)	(1,659		)	(4,196		)	(2,933		)	(11,799		)	17,882
Total Park	$	329		$	673		$	2,498		$	(85	)	$	3,415		$	35,419

As previously discussed, SEPH had net recoveries of $11.8 million in 2013, resulting in the recovery of loan losses. Provision for loan losses for Park's Ohio operations (PNB and GFSC) was $15.2 million for the year ended December 31, 2013, a $2.3 million decline from the $17.5 million provision for the same period in 2012. The table below provides additional information related to specific reserves and general reserves for Park's ongoing operations as of December 31, 2013, 2012 and 2011.

(In thousands)	12/31/2013			12/31/2012			12/31/2011
Total allowance for loan losses	$	59,468		$	55,537		$	57,705
Specific reserve	10,451			8,276			7,046
General reserve	$	49,017		$	47,261		$	50,659
Total loans	$	4,582,491		$	4,391,145		$	4,193,217
Impaired loans	77,038			89,365			95,109
Performing loans	$	4,505,453		$	4,301,780		$	4,098,108
General reserve as a % of performing loans	1.09		%	1.10		%	1.24		%

Note: Table includes only those loans at PNB and GFSC, as these are the entities that have an ALLL balance. The table in the attached Exhibit 99.1 in the asset quality section includes all Park loans (including those at SEPH) and thus shows slightly different information.

As the table above shows, specific reserves were $10.5 million at December 31, 2013, an increase of $2.2 million, compared to $8.3 million at December 31, 2012. Additionally, general reserves for Park’s ongoing operations increased to $49.0 million at December 31, 2013, an increase of $1.8 million, compared to $47.3 million at December 31, 2012. The general reserve as a percentage of performing loans has remained mostly unchanged throughout 2013, and was 1.09% at December 31, 2013.

The following table shows the trends in the Park Ohio commercial loan portfolio.

Commercial loans * (In thousands)	December 31, 2013		December 31, 2012		December 31, 2011
Pass rated	$	2,311,914	$	2,225,702	$	2,131,007
Special mention	26,361		49,275		66,254
Substandard	2,687		16,843		29,604
Impaired	77,038		89,365		95,109
Total	$	2,418,000	$	2,381,185	$	2,321,974

* Commercial loans include: (1) Commercial, financial and agricultural loans, (2) Commercial real estate loans, (3) Commercial related loans in the construction real estate portfolio and (4) Commercial related loans in the residential real estate portfolio.

The commercial loan table above demonstrates the improvement experienced over the two years in the Park Ohio commercial portfolio. Pass rated commercial loans have grown $181 million, or 8.5% since December 2011. Over this period, special mention loans have declined by $39.9 million, or 60.2% and substandard loans have declined by $26.9 million, or 90.9%. These improved credit metrics in the special mention and substandard categories of the commercial loan portfolio have a

10

significant impact on the general reserves that are established to cover incurred losses on performing commercial loans. As these credit metrics have improved over the past two years, general reserves as a percentage of performing loans have declined.

Delinquent and accruing loan trends (includes all outstanding loans, consumer and commercial) for Park's Ohio-based operations have also improved over the past two years. Delinquent and accruing loans were $32.0 million or 0.70% of total loans at December 31, 2013, compared to $39.6 million (0.90%) at December 31, 2012 and $40.1 million (0.96%) at December 31, 2011.

Impaired commercial loans for Park's Ohio-based operations were $77.0 million as of December 31, 2013, a reduction from the balances of impaired loans of $89.4 million at December 31, 2012 and $95.1 million at December 31, 2011. Impaired commercial loans are individually evaluated for impairment and specific reserves are established to cover any incurred losses for those loans that have not been charged down to the net realizable value of the underlying collateral or to the net present value of expected cash flows.

11

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance.  The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties.  Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.  Risks and uncertainties that could cause actual results to differ materially include, without limitation: Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and the uneven spread of positive impacts of the recovery on the economy, specifically in the real estate markets and the credit markets, either nationally or in the states in which Park and its subsidiaries do business, may be worse or slower than expected which could adversely impact the demand for loan, deposit and other financial services as well as loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes to regulations governing bank capital and liquidity standards as well as by changes in our assets and liabilities; competitive factors among financial services organizations could increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act's provisions, the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; the adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; demand for loans in the respective market areas served by Park and its subsidiaries; the outcome of future negotiations surrounding the United States debt and budget, which may be adverse due to its impact on tax increases, governmental spending and consumer confidence and spending; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the Securities and Exchange Commission including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in "Item 1A. Risk Factors" of Part II of Park's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013. Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.

12

Item 8.01 - Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on January 27, 2014, the Park Board of Directors declared a $0.94 per share quarterly cash dividend in respect of Park's common shares. The dividend is payable on March 10, 2014 to common shareholders of record as of the close of business on February 21, 2014. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the cash dividend by Park's Board of Directors is incorporated by reference herein.

13

Item 9.01 - Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.Description

10.1 Form of Park National Corporation 2013 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Award Agreement used and to be used to evidence awards of Performance-Based Restricted Stock Units to employees of Park National Corporation and its subsidiaries granted on and after January 24, 2014

99.1 News Release issued by Park National Corporation on January 27, 2014 addressing operating results for the three months and fiscal year ended December 31, 2013.

[Remainder of page intentionally left blank;

signature page follows.]

14

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK NATIONAL CORPORATION
Dated: January 27, 2014	By:	/s/ Brady T. Burt
		Brady T. Burt
		Chief Financial Officer, Secretary and Treasurer

15

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated January 27, 2014

Park National Corporation

Exhibit No.	Description
10.1	Form of Park National Corporation 2013 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Award Agreement used and to be used to evidence awards of Performance-Based Restricted Stock Units to employees of Park National Corporation and its subsidiaries granted on and after January 24, 2014
99.1	News Release issued by Park National Corporation on January 27, 2014 addressing operating results for the three months and fiscal year ended December 31, 2013.

16

EX-10.1

Exhibit 10.1

PARK NATIONAL CORPORATION

2013 LONG-TERM INCENTIVE PLAN

Performance-Based Restricted Stock Unit Award Agreement

This Performance-Based Restricted Stock Unit AwardAgreement (this “Agreement”) is made effective as of _______________, 20__ (the “Grant Date”) by and between Park National Corporation (the “Company”) and ___________________________________ (the “Participant” or “you”). Capitalized terms not defined in this Agreement have the meanings given to them in the Plan (as defined below).

1. Grant of Performance-Based Restricted Stock Units

The Company hereby grants to you an award of _____ Performance-Based Restricted Stock Units (the “PBRSUs” or the “Maximum Award”), subject to the terms and conditions described in the Park National Corporation 2013 Long-Term Incentive Plan (the “Plan”) and this Agreement.

2. Restrictions on Vesting and Distribution

Your PBRSUs will be earned and settled or, in the alternative, forfeited depending on whether the applicable terms and conditions set forth in this Agreement have been met. For purposes of this Agreement, the “Performance Period” means the period beginning on January 1, 2014 and ending on December 31, 2016, and the “Performance Date” means the last day of the Performance Period. Except as otherwise provided in Section 3 of this Agreement:

(A) Performance-Based Criteria for Vesting:

(i) All PBRSUs granted to you pursuant to this Agreement will be forfeited on the Performance Date if the Company’s consolidated net income for each fiscal year during the Performance Period has not equaled or exceeded the aggregate amount of: (a) all cash dividends declared and paid during such fiscal year; plus (b) 10% of the amount determined under Section 2(A)(i)(a) of this Agreement, in each case as certified by the Committee; and

(ii) A percentage of the Maximum Award/PBRSUs as set forth in the table below (interpolated on a straight line basis for percentiles between those specifically identified in such table) will be earned on the Performance Date based on the Company’s cumulative return on average assets for the Performance Period as compared to the cumulative return on average assets results for the Performance Period for the $3 billion to $10 billion Peer Group (the “Peer Group”), in each case as determined and certified by the Committee (the date of such determination and certification by the Committee being the “Certification Date” for purposes of this Agreement):

Cumulative Return on Average Assets of the Company as compared to Cumulative Return on Average Assets Results of Peer Group	Percentage of Maximum Award/Number PBRSUs Earned
Less than the 50th percentile of Peer Group	0%
Equal to the 50th percentile of Peer Group [Represents the Minimum/Target Award which may be earned]	66-2/3% [___ PRBSUs]
Equal to or greater than the 80th percentile of Peer Group [Represents Maximum Award which may be earned]	100% [___ PBRSUs]

(B) Service-Based Vesting Requirements:

(i) On the Certification Date, one-half of any PBRSUs that were earned on the Performance Date, pursuant to the criteria set forth in Section 2(A) of this Agreement, will vest if you are still employed by the Company or one of its Affiliates on such Certification Date; and

(ii) On the first anniversary of the Certification Date, one-half of any PBRSUs that were earned on the Performance Date, pursuant to the criteria set forth in Section 2(A) of this Agreement, will vest if you are still employed by the Company or one of its Affiliates on such first anniversary of the Certification Date.

3. Effect of Termination of Employment

(A) Termination of Employment Due to Death or Disability:

(i) During Performance Period. If the Participant dies or terminates employment with the Company and each of its Affiliates due to Disability at any time during the Performance Period, a pro-rated portion of the PBRSUs granted to the Participant pursuant to this Agreement will vest on the Performance Date, which pro-rated portion will be equal to the product of: (a) the number of PBRSUs that would have been earned on the Performance Date based on the level of achievement with respect to the performance-based criteria for vesting specified in Section 2(A) of this Agreement; multiplied by (b) the quotient of the number of full calendar months which have lapsed between the Grant Date and the date of the Participant’s death or the date of the Participant’s actual termination of employment with the Company and each of its Affiliates due to Disability, as appropriate, divided by the number of months in the Performance Period.

(ii) After Performance Period. If the Participant dies or terminates employment with the Company and each of its Affiliates due to Disability after the Performance Period has ended but before the service-based vesting requirements specified for the PBRSUs in

Section 2(B) of this Agreement have been satisfied, all unvested PBRSUs granted to the Participant pursuant to this Agreement which remain outstanding as of the date of the Participant’s death or termination of employment with the Company and each of its Affiliates due to Disability will immediately vest.

(B) Termination of Employment Due to Retirement: For purposes of this Agreement, “Retirement” means “normal retirement” or “early retirement”, as each term is defined in the Park National Corporation Defined Benefit Pension Plan.

(i) During Performance Period. If the Participant Retires at any time during the Performance Period, all PBRSUs granted to the Participant pursuant to this Agreement will be immediately forfeited; provided, however, that the Committee, in its sole discretion, may cause all or a portion of the PBRSUs granted to the Participant pursuant to this Agreement to vest as of the date of the Participant’s Retirement, as determined by the Committee.

(ii) After Performance Period. If the Participant Retires after the Performance Period has ended but before the service-based vesting requirements specified for the PBRSUs in Section 2(B) of this Agreement have been satisfied, all unvested PBRSUs outstanding as of the date of the Participant’s Retirement will be immediately forfeited; provided, however, that the Committee, in its sole discretion, may cause all or a portion of the PBRSUs granted to the Participant pursuant to this Agreement to vest as of the date of the Participant’s Retirement, as determined by the Committee.

(C) Termination of Employment for Cause or for Any Reason Other than Death, Disability or Retirement:If the Participant is terminated for Cause or the Participant’s employment with the Company and each of its Affiliates terminates for any reason other than due to the Participant’s death, Disability or Retirement, all unvested PBRSUs granted to the Participant pursuant to this Agreement will be immediately forfeited.

4. Effect of Change in Control

Notwithstanding the provisions of Section 2(A) and Section 2(B) of this Agreement, in the event of a Change in Control, the Participant will immediately vest in all unvested PBRSUs as though the cumulative return on average assets of the Company as compared to the cumulative return on average assets results of the Peer Group had been achieved at the 50^th percentile of the Peer Group (i.e., the percentile representing the “Minimum/Target Award” which may be earned) and the other performance-based criteria for vesting as well as the service-based vesting requirements had been satisfied as of the date of the Change in Control.

5. Settlement of the Performance-Based Restricted Stock Units

If all applicable terms and conditions of this Agreement have been satisfied, subject to the provisions of Section 6(C) of this Agreement, each PBRSU which has vested will be settled in the form of one Common Share within 60 days following the date all vesting requirements with respect to the PBRSU have been satisfied; provided, however, that in lieu of a fractional Common Share, the Participant will receive a cash payment equal to the Fair Market Value of such fractional Common Share as of the date on which all vesting requirements with respect to the PBRSU have been satisfied.

6. Other Rules Affecting the Performance-Based Restricted Stock Units

(A) No Voting Rights Before Vesting. In no event will the Participant have any voting rights with respect to the Common Shares underlying the PBRSUs granted pursuant to this Agreement prior to the settlement of such PBRSUs.

(B) Dividend Equivalent Rights. If a cash dividend is declared and paid with respect to the Common Shares underlying the PBRSUs granted pursuant to this Agreement, the Participant will be deemed to have been credited with a cash amount equal to the product of (i) the number of PBRSUs that have not been settled or forfeited as of both the dividend declaration date and the dividend payment date, multiplied by (ii) the amount of the cash dividend declared and paid with respect to each outstanding Common Share of the Company. Such deemed credited amount of cash (the “Dividend Credit Amount”) will be subject to the same terms and conditions, including all vesting requirements set forth in this Agreement, as the related PBRSUs and such Dividend Credit Amount will vest and, subject to the provisions of Section 6(C) of this Agreement, be settled in the form of payment of the Dividend Credit Amount in cash if, when and to the extent the related PBRSUs vest and are settled. In the event a PBRSU is forfeited, the related Dividend Credit Amount will also be immediately forfeited.

(C) Tax Withholding. The Company or an Affiliate, as applicable, has the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the PBRSUs and any related Dividend Credit Amount as permitted by the Plan. Unless otherwise specifically permitted by the Committee, the applicable withholding requirement will be satisfied with respect to the PBRSUs (but not with respect to the related Dividend Credit Amount unless agreed to by the Committee and the Participant) by having the Company or an Affiliate, as applicable, withhold Common Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction; provided that such Common Shares would otherwise be distributable in respect of the related PBRSUs at the time of the withholding and the Participant has a vested right to distribution of such Common Shares at such time.

(D) Limitations on Assignment or Transfer of Performance-Based Restricted Stock Units. The PBRSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution; provided, however, that the Committee may allow you to place your PBRSUs and any right you may have to payment of the related Dividend Credit Amount into a trust established for your benefit or the benefit of your family.

7. Restrictions on Resale or Other Similar Disposition of Common Shares Received Upon Settlement of the Performance-Based Restricted Stock Units

(A) The Participant hereby acknowledges and agrees that, subject to the provisions of Section 6(C) of this Agreement, none of the Common Shares received upon settlement of the PBRSUs may be sold, transferred, assigned or otherwise similarly disposed of by the Participant to any person for a period of five years after the date of settlement; provided, however, that this restriction will not apply in the event of the settlement of the PBRSUs following the death, Disability or Retirement of the Participant or following a Change in Control. In addition, if following the settlement of the PBRSUs, the Participant subsequently terminates employment

with the Company and each of its Affiliates by reason of death, Disability or Retirement, the restrictions of this Section 7 will immediately cease to apply.

(B) The Participant acknowledges and agrees that the Company will cause each share certificate evidencing, or other form of evidence of ownership of, the Common Shares received upon settlement of the PBRSUs to bear, to the extent practicable, an appropriate legend reflecting the terms of this Section 7, which legend may be in the following or any other appropriate form:

“Restrictions on the right to transfer the common shares evidenced by this certificate (the “Common Shares”) are set forth in a written Performance-Based Restricted Stock Unit Award Agreement, dated ___________, 20__, to which Park National Corporation (the “Company”) and ___________________________ [Name of Participant] are parties. The Company will mail to the recordholder of the Common Shares a copy of said Performance-Based Restricted Stock Unit Award Agreement, without charge, within five days after receipt of a written request therefor.

8. Miscellaneous

(A) Amendment. This Agreement may be amended by a written agreement signed by both parties to this Agreement; provided, however, that the Company may amend this Agreement to the extent necessary to comply with any applicable law or regulation without your consent or any additional consideration, even if any such amendment eliminates, restricts or reduces your rights under this Agreement.

(B) Other Terms and Conditions. Your PBRSUs are subject to the terms and conditions described in this Agreement and the Plan, which is incorporated by reference into and made a part of this Agreement. No agreement or representations, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement or the Plan. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan will govern. The Committee has sole responsibility of interpreting the Plan and this Agreement, and its determination of the meaning of any provision in the Plan or this Agreement shall be binding.

(C) Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are no way to be construed as a part of this Agreement.

(D) Severability. In the event that any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

(E) Successors and Assigns. This Agreement shall be binding upon all successors and assigns of the Company.

(F) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused this Agreement to be executed by its duly authorized officer, to be effective as of the Grant Date.

Company: PARK NATIONAL CORPORATION, an Ohio corporation	Participant:
By:	[Name of Participant]
Title:
	Street Address
	City, State, and Zip Code
Date:	Date:

EX-99.1

January 27, 2014Exhibit 99.1

Park National Corporation reports fourth quarter

and year-end 2013 financial results

Board continues quarterly cash dividend of $0.94 per common share

NEWARK, Ohio − Park National Corporation (Park) (NYSE MKT: PRK) today reported financial results for the three-months (fourth quarter) and twelve-months (year) ended December 31, 2013. Park's board of directors declared a quarterly cash dividend of $0.94 per common share, payable on March 10, 2014 to common shareholders of record as of February 21, 2014. Park’s quarterly and annual earnings per common share rose compared to 2012, and loan growth continued in both the retail and commercial categories.

Net income for the fourth quarter of 2013 was $17.5 million, compared to $16.3 million for the same period in 2012. Net income for the year 2013 was $77.2 million, an increase of $13.0 million, or 20.3 percent, above the 2012 results excluding the gain related to the sale of the Vision Bank business (on February 16, 2012).

Net income for the 2012 year was $78.6 million, which included a gain of $22.2 million ($14.4 million after-tax) from the sale of substantially all of the performing loans, operating assets and the liabilities of Vision Bank. Excluding the gain from the sale of the Vision Bank business in 2012, net income for the year 2012 would have been $64.2 million.

Net income per diluted common share for the fourth quarter of 2013 was $1.13, compared to $1.06 in the same period of 2012. Net income per diluted common share for the year 2013 was $5.01, an increase from 2012’s net income per diluted common share of $4.88. Excluding the gain on sale of the Vision Bank business, net income per diluted common share would have been $3.95 for the 2012 year.

“Loan growth and new customer relationships in 2013 exceeded our expectations,” said Park Chairman Dan DeLawder. “Individuals and businesses rely on our local lenders’ experience and dedication to service. That caused our loan balances to increase more than market conditions suggest might be possible. The new relationships established during the year will continue to distinguish Park and our affiliates in the communities we serve.”

The Park National Bank Results

Park's community-banking subsidiary in Ohio, The Park National Bank, reported net income of $75.6 million for the 2013 year, compared to net income of $87.1 million in 2012. The Park National Bank had total assets of $6.5 billion at both December 31, 2013 and 2012. This performance generated a return on average assets of 1.15 percent and 1.33 percent for the bank for the years 2013 and 2012, respectively.

The Park National Bank loan portfolio growth continued in the fourth quarter. At December 31, 2013 the bank reported $4.56 billion in loans outstanding, which is a $51 million increase over the $4.51 billion outstanding at September 30, 2013. It also represents a 12-month increase of $190 million, compared to the loans outstanding of $4.37 billion at December 31, 2012.

###

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

About Park National Corporation

Headquartered in Newark, Ohio, Park National Corporation had $6.6 billion in total assets (as of December 31, 2013). Park consists of 11 community bank divisions, a non-bank subsidiary and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions, which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, and The Park National Bank of Southwest Ohio & Northern Kentucky Division, and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). Park also includes Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Complete financial tables are listed below…

Media contact: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com

Investor contact: Brady Burt, 740.322.6844, bburt@parknationalbank.com

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this News Release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance.  The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties.  Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements.  Risks and uncertainties that could cause actual results to differ materially include, without limitation: Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and the uneven spread of positive impacts of the recovery on the economy, specifically in the real estate markets and the credit markets, either nationally or in the states in which Park and its subsidiaries do business, may be worse or slower than expected which could adversely impact the demand for loan, deposit and other financial services as well as loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes to regulations governing bank capital and liquidity standards as well as by changes in our assets and liabilities; competitive factors among financial services organizations could increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act's provisions, the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; the adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; demand for loans in the respective market areas served by Park and its subsidiaries; the outcome of future negotiations surrounding the United States debt and budget, which may be adverse due to its impact on tax increases, governmental spending and consumer confidence and spending; and other risk factors relating to the banking industry as detailed from time to time in Park's reports filed with the Securities and Exchange Commission including those described in "Item 1A. Risk Factors" of Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in "Item 1A. Risk Factors" of Part II of Park's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013. Park does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement was made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Three months ended December 31, 2013, September 30, 2013, and December 31, 2012
	2013			2013			2012			Percent change vs.
(in thousands, except share and per share data)	4th QTR			3rd QTR			4th QTR			3Q '13		4Q '12
INCOME STATEMENT:
Net interest income	$	55,900		$	54,960		$	56,891		1.7	%	(1.7	)%
Provision for (recovery of) loan losses	(85		)	2,498			5,188			N.M.		N.M.
Other income	17,778			17,396			17,196			2.2	%	3.4	%
Total other expense	51,146			44,715			48,011			14.4	%	6.5	%
Income before income taxes	$	22,617		$	25,143		$	20,888		(10.0	)%	8.3	%
Income taxes	5,163			6,114			4,601			(15.6	)%	12.2	%
Net income	$	17,454		$	19,029		$	16,287		(8.3	)%	7.2	%
MARKET DATA:
Earnings per common share - basic (b)	$	1.13		$	1.23		$	1.06		(8.1	)%	6.6	%
Earnings per common share - diluted (b)	1.13			1.23			1.06			(8.1	)%	6.6	%
Cash dividends per common share	0.94			0.94			0.94			—	%	—	%
Common book value per common share at period end	42.29			41.06			42.20			3.0	%	0.2	%
Stock price per common share at period end	85.07			79.08			64.63			7.6	%	31.6	%
Market capitalization at period end	1,311,095			1,218,778			996,077			7.6	%	31.6	%
Weighted average common shares - basic (a)	15,413,517			15,411,972			15,410,606			—	%	—	%
Weighted average common shares - diluted (a)	15,413,517			15,411,972			15,410,606			—	%	—	%
Common shares outstanding at period end	15,411,952			15,411,963			15,411,998			—	%	—	%
PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)	1.03		%	1.12		%	0.97		%	(8.0	)%	6.2	%
Return on average common equity (a)(b)	10.87		%	11.84		%	9.81		%	(8.2	)%	10.8	%
Yield on loans	4.95		%	4.95		%	5.23		%	—	%	(5.4	)%
Yield on investments	2.53		%	2.55		%	2.88		%	(0.8	)%	(12.2	)%
Yield on money markets	0.21		%	0.25		%	0.24		%	(16.0	)%	(12.5	)%
Yield on earning assets	4.24		%	4.19		%	4.49		%	1.2	%	(5.6	)%
Cost of interest bearing deposits	0.31		%	0.33		%	0.42		%	(6.1	)%	(26.2	)%
Cost of borrowings	2.50		%	2.54		%	2.66		%	(1.6	)%	(6.0	)%
Cost of paying liabilities	0.83		%	0.84		%	0.97		%	(1.2	)%	(14.4	)%
Net interest margin	3.59		%	3.52		%	3.72		%	2.0	%	(3.5	)%
Efficiency ratio (g)	69.16		%	61.57		%	64.47		%	12.3	%	7.3	%
OTHER RATIOS (NON GAAP):
Annualized return on average tangible assets (a)(b)(e)	1.04		%	1.13		%	0.98		%	(8.0	)%	6.1	%
Annualized return on average tangible common equity (a)(b)(c)	12.27		%	13.36		%	11.03		%	(8.2	)%	11.2	%
Tangible common book value per common share (d)	$	37.60		$	36.36		$	37.48		3.4	%	0.3	%
N.M. - Not meaningful
Note: Explanations (a) -(g) are included at the end of the financial highlights.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Three months ended December 31, 2013, September 30, 2013, and December 31, 2012
										Percent change vs.
BALANCE SHEET:	December 31, 2013			September 30, 2013			December 31, 2012			3Q '13		4Q '12
Investment securities	$	1,424,234		$	1,389,387		$	1,581,751		2.5	%	(10.0	)%
Loans	4,620,505			4,573,537			4,450,322			1.0	%	3.8	%
Allowance for loan losses	59,468			57,894			55,537			2.7	%	7.1	%
Goodwill and other intangibles	72,334			72,334			72,671			—	%	(0.5	)%
Other real estate owned	34,636			35,412			35,718			(2.2	)%	(3.0	)%
Total assets	6,638,347			6,705,891			6,642,803			(1.0	)%	(0.1	)%
Total deposits	4,789,994			4,850,692			4,716,032			(1.3	)%	1.6	%
Borrowings	1,132,820			1,162,091			1,206,076			(2.5	)%	(6.1	)%
Stockholders' equity	651,747			632,745			650,366			3.0	%	0.2	%
Common equity	651,747			632,745			650,366			3.0	%	0.2	%
Tangible common equity (d)	579,413			560,411			577,695			3.4	%	0.3	%
Nonperforming loans	155,640			162,522			188,306			(4.2	)%	(17.3	)%
Nonperforming assets	190,276			197,934			224,024			(3.9	)%	(15.1	)%
ASSET QUALITY RATIOS:
Loans as a % of period end assets	69.60		%	68.20		%	66.99		%	2.1	%	3.9	%
Nonperforming loans as a % of period end loans	3.37		%	3.55		%	4.23		%	(5.1	)%	(20.3	)%
Nonperforming assets / Period end loans + OREO	4.09		%	4.29		%	4.99		%	(4.7	)%	(18.0	)%
Allowance for loan losses as a % of period end loans	1.29		%	1.27		%	1.25		%	1.6	%	3.2	%
Net loan charge-offs (recoveries)	$	(1,659	)	$	(285	)	$	5,216		N.M.		N.M.
Annualized net loan charge-offs (recoveries) as a % of average loans (a)	(0.14		)%	(0.02		)%	0.47		%	N.M.		N.M.
CAPITAL & LIQUIDITY:
Total equity / Period end assets	9.82		%	9.44		%	9.79		%	4.0	%	0.3	%
Common equity / Period end assets	9.82		%	9.44		%	9.79		%	4.0	%	0.3	%
Tangible common equity (d) / Tangible assets (f)	8.82		%	8.45		%	8.79		%	4.4	%	0.3	%
Average equity / Average assets (a)	9.49		%	9.46		%	9.87		%	0.3	%	(3.9	)%
Average equity / Average loans (a)	13.86		%	14.04		%	14.97		%	(1.3	)%	(7.4	)%
Average loans / Average deposits (a)	94.74		%	92.77		%	92.78		%	2.1	%	2.1	%
N.M. - Not meaningful
Note: Explanations (a) -(g) are included at the end of the financial highlights.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights
Years ended December 31, 2013 and 2012
(in thousands, except share and per share data)	2013			2012			Percent change vs. 2012
INCOME STATEMENT:
Net interest income	$	221,025		$	235,315		(6.1	)%
Provision for loan losses	3,415			35,419			(90.4	)%
Gain on sale of Vision Bank business	—			22,167			N.M.
Other income	73,277			70,236			4.3	%
Total other expense	188,529			187,968			0.3	%
Income before income taxes	$	102,358		$	104,331		(1.9	)%
Income taxes	25,131			25,701			(2.2	)%
Net income	$	77,227		$	78,630		(1.8	)%
Preferred stock dividends and accretion	—			3,425			N.M.
Net income available to common shareholders	$	77,227		$	75,205		2.7	%
MARKET DATA:
Earnings per common share - basic (b)	$	5.01		$	4.88		2.7	%
Earnings per common share - diluted (b)	5.01			4.88			2.7	%
Cash dividends per common share	3.76			3.76			—	%
Weighted average common shares - basic (a)	15,412,365			15,407,078			—	%
Weighted average common shares - diluted (a)	15,412,365			15,408,141			—	%
PERFORMANCE RATIOS:
Return on average assets (a)(b)	1.15		%	1.11		%	3.6	%
Return on average common equity (a)(b)	11.96		%	11.41		%	4.8	%
Yield on loans	5.02		%	5.35		%	(6.2	)%
Yield on investments	2.67		%	3.14		%	(15.0	)%
Yield on money markets	0.25		%	0.25		%	—	%
Yield on earning assets	4.29		%	4.64		%	(7.5	)%
Cost of interest bearing deposits	0.35		%	0.49		%	(28.6	)%
Cost of borrowings	2.57		%	2.74		%	(6.2	)%
Cost of paying liabilities	0.86		%	1.02		%	(15.7	)%
Net interest margin	3.61		%	3.83		%	(5.7	)%
Efficiency ratio (g)	63.78		%	57.07		%	11.8	%
ASSET QUALITY RATIOS:
Net loan charge-offs	$	(516	)	$	48,326		(101.1	)%
Net loan charge-offs as a % of average loans (a)	(0.01		)%	1.10		%	(100.9	)%
CAPITAL & LIQUIDITY:
Average stockholders' equity / Average assets (a)	9.63		%	10.19		%	(5.5	)%
Average stockholders' equity / Average loans (a)	14.30		%	15.64		%	(8.6	)%
Average loans / Average deposits (a)	92.90		%	91.22		%	1.8	%
OTHER RATIOS (NON GAAP):
Return on average tangible assets (a)(b)(e)	1.16		%	1.12		%	3.6	%
Return on average tangible common equity (a)(b)(c)	13.48		%	12.84		%	5.0	%
N.M. - Not meaningful
Note: Explanations (a)-(g) are included at the end of the financial highlights.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Financial Highlights (continued)
(a) Averages are for the quarters ended December 31, 2013, September 30, 2013 and December 31, 2012 and the fiscal years ended December 31, 2013 and December 31, 2012, as appropriate.
(b) Reported measure uses net income available to common shareholders.
(c) Net income available to common shareholders for each period divided by average tangible common equity during the period. Average tangible common equity equals average stockholders' equity during the applicable period less (i) average preferred stock during the applicable period and (ii) average goodwill and other intangibles during the applicable period.
RECONCILIATION OF AVERAGE STOCKHOLDERS' EQUITY TO AVERAGE TANGIBLE COMMON EQUITY:
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2013		September 30, 2013		December 13, 2012		December 31, 2013		December 31, 2012
AVERAGE STOCKHOLDERS' EQUITY	$	636,886	$	637,529	$	660,416	$	645,533	$	689,732
Less: Average preferred stock	—		—		—		—		30,877
Less: Average goodwill and other intangibles	72,334		72,397		72,748		72,464		73,069
AVERAGE TANGIBLE COMMON EQUITY	$	564,552	$	565,132	$	587,668	$	573,069	$	585,786
(d) Tangible common book value divided by common shares outstanding at period end. Tangible common equity equals ending stockholders' equity less goodwill and other intangibles, in each case at the end of the period.
RECONCILIATION OF STOCKHOLDERS' EQUITY TO TANGIBLE COMMON EQUITY:
	December 31, 2013		September 30, 2013		December 13, 2012
STOCKHOLDERS' EQUITY	$	651,747	$	632,745	$	650,366
Less: Goodwill and other intangibles	72,334		72,334		72,671
TANGIBLE COMMON EQUITY	$	579,413	$	560,411	$	577,695
(e) Net income available to common shareholders for each period divided by average tangible assets during the period. Average tangible assets equals average assets less average goodwill and other intangibles, in each case during the applicable period.
RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS:
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2013		September 30, 2013		December 13, 2012		December 31, 2013		December 31, 2012
AVERAGE ASSETS	$	6,707,975	$	6,739,055	$	6,689,321	$	6,702,973	$	6,766,806
Less: Average goodwill and other intangibles	72,334		72,397		72,748		72,464		73,069
AVERAGE TANGIBLE ASSETS	$	6,635,641	$	6,666,658	$	6,616,573	$	6,630,509	$	6,693,737
(f) Tangible common equity divided by tangible assets. Tangible assets equals total assets less goodwill and other intangibles, in each case at the end of the period.
RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:
	December 31, 2013		September 30, 2013		December 13, 2012
TOTAL ASSETS	$	6,638,347	$	6,705,891	$	6,642,803
Less: Goodwill and other intangibles	72,334		72,334		72,671
TANGIBLE ASSETS	$	6,566,013	$	6,633,557	$	6,570,132
(g) Efficiency ratio is calculated by taking total other expense divided by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown below assuming a 35% tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis.
RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME
	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	December 31, 2013		September 30, 2013		December 13, 2012		December 31, 2013		December 31, 2012
Interest income	$	66,066	$	65,410	$	68,793	$	262,947	$	285,735
Fully taxable equivalent adjustment	273		273		382		1,302		1,623
Fully taxable equivalent interest income	$	66,339	$	65,683	$	69,175	$	264,249	$	287,358
Interest expense	10,166		10,450		11,902		41,922		50,420
Fully taxable equivalent net interest income	$	56,173	$	55,233	$	57,273	$	222,327	$	236,938

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income
	Three Months Ended			Twelve Months Ended
	December 31,			December 31,
(in thousands, except share and per share data)	2013		2012	2013	2012
Interest income:
Interest and fees on loans	57,038		57,671	225,538	234,638
Interest on:
Obligations of U.S. Government, its agencies
and other securities	8,911		10,984	36,686	50,549
Obligations of states and political subdivisions	4		19	45	140
Other interest income	113		119	678	408
Total interest income	66,066		68,793	262,947	285,735
Interest expense:
Interest on deposits:
Demand and savings deposits	382		491	1,773	2,483
Time deposits	2,516		3,404	11,235	15,921
Interest on borrowings	7,268		8,007	28,914	32,016
Total interest expense	10,166		11,902	41,922	50,420
Net interest income	55,900		56,891	221,025	235,315
Provision for (recovery of) loan losses	(85	)	5,188	3,415	35,419
Net interest income after provision for (recovery of) loan losses	55,985		51,703	217,610	199,896
Gain on sale of Vision Bank business	—		—	—	22,167
Other income	17,778		17,196	73,277	70,236
Total other expense	51,146		48,011	188,529	187,968
Income before income taxes	22,617		20,888	102,358	104,331
Income taxes	5,163		4,601	25,131	25,701
Net income	17,454		16,287	77,227	78,630
Preferred stock dividends and accretion	—		—	—	3,425
Net income available to common shareholders	17,454		16,287	77,227	75,205
Per Common Share:
Net income - basic	1.13		1.06	5.01	4.88
Net income - diluted	1.13		1.06	5.01	4.88
Weighted average shares - basic	15,413,517		15,410,606	15,412,365	15,407,078
Weighted average shares - diluted	15,413,517		15,410,606	15,412,365	15,408,141
Cash Dividends Declared	0.94		0.94	3.76	3.76

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(in thousands, except share data)	December 31, 2013			December 31, 2012
Assets
Cash and due from banks	$	129,078		$	164,120
Money market instruments	17,952			37,185
Investment securities	1,424,234			1,581,751
Loans	4,620,505			4,450,322
Allowance for loan losses	59,468			55,537
Loans, net	4,561,037			4,394,785
Bank premises and equipment, net	55,278			53,751
Goodwill and other intangibles	72,334			72,671
Other real estate owned	34,636			35,718
Other assets	343,798			302,822
Total assets	$	6,638,347		$	6,642,803
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,193,553		$	1,137,290
Interest bearing	3,596,441			3,578,742
Total deposits	4,789,994			4,716,032
Borrowings	1,132,820			1,206,076
Other liabilities	63,786			70,329
Total liabilities	$	5,986,600		$	5,992,437
Stockholders' Equity:
Common stock (No par value; 20,000,000 shares authorized in 2013 and 2012; 16,150,941 shares issued at December 31, 2013 and 16,150,987 shares issued at December 31, 2012)	$	302,651		$	302,654
Accumulated other comprehensive loss, net of taxes	(35,419		)	(17,518		)
Retained earnings	460,643			441,605
Treasury stock (738,989 shares at December 31, 2013 and December 31, 2012)	(76,128		)	(76,375		)
Total stockholders' equity	$	651,747		$	650,366
Total liabilities and stockholders' equity	$	6,638,347		$	6,642,803

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
(in thousands)	2013			2012			2013			2012
Assets
Cash and due from banks	$	110,644		$	110,926		$	110,796		$	119,410
Money market instruments	211,544			194,582			272,851			166,319
Investment securities	1,361,295			1,540,650			1,368,275			1,633,268
Loans	4,594,974			4,412,508			4,514,781			4,410,661
Allowance for loan losses	58,862			57,436			56,860			61,995
Loans, net	4,536,112			4,355,072			4,457,921			4,348,666
Bank premises and equipment, net	56,156			54,300			56,303			54,917
Goodwill and other intangibles	72,334			72,748			72,464			73,069
Other real estate owned	34,533			35,848			35,216			38,777
Other assets	325,357			325,195			329,147			332,380
Total assets	$	6,707,975		$	6,689,321		$	6,702,973		$	6,766,806
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,163,227		$	1,090,475		$	1,117,379		$	1,048,796
Interest bearing	3,686,721			3,665,181			3,742,361			3,786,601
Total deposits	4,849,948			4,755,656			4,859,740			4,835,397
Borrowings	1,151,994			1,197,532			1,123,661			1,166,365
Other liabilities	69,147			75,717			74,039			75,312
Total liabilities	$	6,071,089		$	6,028,905		$	6,057,440		$	6,077,074
Stockholders' Equity:
Preferred stock	$	—		$	—		$	—		$	30,877
Common stock	302,651			302,654			302,652			302,159
Common stock warrants	—			—			—			1,444
Accumulated other comprehensive loss, net of taxes	(49,640		)	(8,035		)	(33,324		)	(7,915		)
Retained earnings	459,947			442,378			452,503			440,067
Treasury stock	(76,072		)	(76,581		)	(76,298		)	(76,900		)
Total stockholders' equity	$	636,886		$	660,416		$	645,533		$	689,732
Total liabilities and stockholders' equity	$	6,707,975		$	6,689,321		$	6,702,973		$	6,766,806

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Consolidated Statements of Income - Linked Quarters
	2013			2013		2013		2013		2012
(in thousands, except per share data)	4th QTR			3rd QTR		2nd QTR		1st QTR		4th QTR
Interest income:
Interest and fees on loans	$	57,038		$	56,337	$	56,388	$	55,775	$	57,671
Interest on:
Obligations of U.S. Government, its agencies and other securities	8,911			8,880		8,673		10,242		10,984
Obligations of states and political subdivisions	4			7		16		17		19
Other interest income	113			186		202		158		119
Total interest income	66,066			65,410		65,279		66,192		68,793
Interest expense:
Interest on deposits:
Demand and savings deposits	382			422		468		501		491
Time deposits	2,516			2,729		2,900		3,090		3,404
Interest on borrowings	7,268			7,299		7,199		7,148		8,007
Total interest expense	10,166			10,450		10,567		10,739		11,902
Net interest income	55,900			54,960		54,712		55,453		56,891
Provision for (recovery of) loan losses	(85		)	2,498		673		329		5,188
Net interest income after provision for (recovery of) loan losses	55,985			52,462		54,039		55,124		51,703
Other income	17,778			17,396		19,298		18,805		17,196
Total other expense	51,146			44,715		46,570		46,098		48,011
Income before income taxes	22,617			25,143		26,767		27,831		20,888
Income taxes	5,163			6,114		6,733		7,121		4,601
Net income	$	17,454		$	19,029	$	20,034	$	20,710	$	16,287
Per Common Share:
Net income - basic	$	1.13		$	1.23	$	1.30	$	1.34	$	1.06
Net income - diluted	$	1.13		$	1.23	$	1.30	$	1.34	$	1.06

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Detail of other income and other expense - Linked Quarters
	2013			2013			2013			2013		2012
(in thousands)	4th QTR			3rd QTR			2nd QTR			1st QTR		4th QTR
Other income:
Income from fiduciary activities	$	4,590		$	4,139		$	4,328		$	4,076	$	4,056
Service charges on deposits	4,169			4,255			4,070			3,822		4,235
Other service income	2,185			3,391			3,352			3,985		3,463
Checkcard fee income	3,330			3,326			3,316			2,983		3,151
Bank owned life insurance income	1,274			1,311			1,254			1,202		1,184
ATM fees	623			705			677			627		650
OREO valuation adjustments	(951		)	(2,030		)	(600		)	401		(2,440		)
Gain on the sale of OREO, net	358			895			1,633			224		1,028
Miscellaneous	2,200			1,404			1,268			1,485		1,869
Total other income	$	17,778		$	17,396		$	19,298		$	18,805	$	17,196
Other expense:
Salaries and employee benefits	$	25,115		$	25,871		$	24,679		$	24,633	$	24,086
Net occupancy expense	2,415			2,348			2,444			2,597		2,222
Furniture and equipment expense	3,022			2,639			2,981			2,607		2,774
Data processing fees	1,064			1,042			1,049			1,019		913
Professional fees and services	10,520			5,601			5,880			5,864		6,846
Amortization of intangibles	—			112			113			112		139
Marketing	1,126			863			953			848		1,002
Insurance	1,391			1,174			1,338			1,302		1,482
Communication	1,489			1,268			1,453			1,580		1,482
Miscellaneous	5,004			3,797			5,680			5,536		7,065
Total other expense	$	51,146		$	44,715		$	46,570		$	46,098	$	48,011

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information
	Year ended December 31,
(in thousands, except ratios)	2013			2012			2011			2010			2009
Allowance for loan losses:
Allowance for loan losses, beginning of period	$	55,537		$	68,444		$	143,575		$	116,717		$	100,088
Transfer of loans at fair value	—			—			(219		)	—			—
Transfer of allowance to held for sale	—			—			(13,100		)	—			—
Charge-offs (A)	19,153			61,268			133,882			66,314			59,022
Recoveries	19,669			12,942			8,798			6,092			6,830
Net charge-offs (recoveries)	(516		)	48,326			125,084			60,222			52,192
Provision for loan losses	3,415			35,419			63,272			87,080			68,821
Allowance for loan losses, end of period	$	59,468		$	55,537		$	68,444		$	143,575		$	116,717
(A) Year ended 2012 includes the full charge-off of the Vision Bank ALLL of $12.1 million to bring the retained Vision Bank loan portfolio to fair value prior to the merger of Vision Bank (as constituted following the transaction with Centennial Bank and Home BancShares, Inc.) with and into SEPH, the non-bank subsidiary of Park, on February 16, 2012.
General reserve trends:
Allowance for loan losses, end of period	$	59,468		$	55,537		$	68,444		$	143,575		$	116,717
Specific reserves	10,451			8,276			15,935			66,904			36,721
General reserves	$	49,017		$	47,261		$	52,509		$	76,671		$	79,996
Total loans	$	4,620,505		$	4,450,322		$	4,317,099		$	4,732,685		$	4,640,432
Impaired commercial loans	112,304			137,238			187,074			250,933			201,143
Non-impaired loans	$	4,508,201		$	4,313,084		$	4,130,025		$	4,481,752		$	4,439,289
Asset Quality Ratios:
Net charge-offs (recoveries) as a % of average loans	(0.01		)%	1.10		%	2.65		%	1.30		%	1.14		%
Allowance for loan losses as a % of period end loans	1.29		%	1.25		%	1.59		%	3.03		%	2.52		%
General reserves as a % of non-impaired loans	1.09		%	1.10		%	1.27		%	1.71		%	1.80		%
Nonperforming Assets - Park National Corporation:
Nonaccrual loans	$	135,216		$	155,536		$	195,106		$	289,268		$	233,544
Accruing troubled debt restructuring	18,747			29,800			28,607			—			142
Loans past due 90 days or more	1,677			2,970			3,489			3,590			14,773
Total nonperforming loans	$	155,640		$	188,306		$	227,202		$	292,858		$	248,459
Other real estate owned - Park National Bank	11,412			14,715			13,240			8,385			6,037
Other real estate owned - SEPH	23,224			21,003			29,032			—			—
Other real estate owned - Vision Bank	—			—			—			33,324			35,203
Total nonperforming assets	$	190,276		$	224,024		$	269,474		$	334,567		$	289,699
Percentage of nonaccrual loans to period end loans	2.93		%	3.49		%	4.52		%	6.11		%	5.03		%
Percentage of nonperforming loans to period end loans	3.37		%	4.23		%	5.26		%	6.19		%	5.35		%
Percentage of nonperforming assets to period end loans	4.12		%	5.03		%	6.24		%	7.07		%	6.24		%
Percentage of nonperforming assets to period end assets	2.87		%	3.37		%	3.86		%	4.59		%	4.11		%

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

PARK NATIONAL CORPORATION
Asset Quality Information (continued)
	Year ended December 31,
(in thousands, except ratios)	2013			2012			2011			2010			2009
Nonperforming Assets - Park National Bank and Guardian:
Nonaccrual loans	$	99,108		$	100,244		$	96,113		$	117,815		$	85,197
Accruing troubled debt restructuring	18,747			29,800			26,342			—			142
Loans past due 90 days or more	1,677			2,970			3,367			3,226			3,496
Total nonperforming loans	$	119,532		$	133,014		$	125,822		$	121,041		$	88,835
Other real estate owned - Park National Bank	11,412			14,715			13,240			8,385			6,037
Total nonperforming assets	$	130,944		$	147,729		$	139,062		$	129,426		$	94,872
Percentage of nonaccrual loans to period end loans	2.16		%	2.28		%	2.29		%	2.88		%	2.15		%
Percentage of nonperforming loans to period end loans	2.61		%	3.03		%	3.00		%	2.96		%	2.24		%
Percentage of nonperforming assets to period end loans	2.86		%	3.36		%	3.32		%	3.16		%	2.39		%
Percentage of nonperforming assets to period end assets	2.00		%	2.27		%	2.21		%	1.99		%	1.53		%
Nonperforming Assets - SEPH/Vision Bank (retained portfolio as December 31, 2013, 2012, and 2011):
Nonaccrual loans	$	36,108		$	55,292		$	98,993		$	171,453		$	148,347
Accruing troubled debt restructuring	—			—			2,265			—			—
Loans past due 90 days or more	—			—			122			364			11,277
Total nonperforming loans	$	36,108		$	55,292		$	101,380		$	171,817		$	159,624
Other real estate owned - Vision Bank	—			—			—			33,324			35,203
Other real estate owned - SEPH	23,224			21,003			29,032			—			—
Total nonperforming assets	$	59,332		$	76,295		$	130,412		$	205,141		$	194,827
Percentage of nonaccrual loans to period end loans	N.M.			N.M.			N.M.			26.77		%	21.91		%
Percentage of nonperforming loans to period end loans	N.M.			N.M.			N.M.			26.82		%	23.58		%
Percentage of nonperforming assets to period end loans	N.M.			N.M.			N.M.			32.02		%	28.78		%
Percentage of nonperforming assets to period end assets	N.M.			N.M.			N.M.			25.90		%	21.70		%
New nonaccrual loan information - Park National Corporation
Nonaccrual loans, beginning of period	$	155,536		$	195,106		$	289,268		$	233,544		$	159,512
New nonaccrual loans	67,398			83,204			124,158			175,175			184,181
Resolved nonaccrual loans	87,718			122,774			218,320			119,451			110,149
Nonaccrual loans, end of period	$	135,216		$	155,536		$	195,106		$	289,268		$	233,544
New nonaccrual loan information - Ohio based operations
Nonaccrual loans, beginning of period	$	100,244		$	96,113		$	117,815		$	85,197		$	68,306
New nonaccrual loans - Ohio-based operations	66,197			68,960			78,316			85,081			57,641
Resolved nonaccrual loans	67,333			64,829			100,018			52,463			40,750
Nonaccrual loans, end of period	$	99,108		$	100,244		$	96,113		$	117,815		$	85,197
New nonaccrual loan information - SEPH/Vision Bank
Nonaccrual loans, beginning of period	$	55,292		$	98,993		$	171,453		$	148,347		$	91,206
New nonaccrual loans - SEPH/Vision Bank	1,201			14,243			45,842			90,094			126,540
Resolved nonaccrual loans	20,385			57,944			118,302			66,988			69,399
Nonaccrual loans, end of period	$	36,108		$	55,292		$	98,993		$	171,453		$	148,347
Impaired Commercial Loan Portfolio Information (period end):
Unpaid principal balance	$	175,576		$	242,345		$	290,908		$	304,534		$	245,092
Prior charge-offs	63,272			105,107			103,834			53,601			43,949
Remaining principal balance	112,304			137,238			187,074			250,933			201,143
Specific reserves	10,451			8,276			15,935			66,904			36,721
Book value, after specific reserve	$	101,853		$	128,962		$	171,139		$	184,029		$	164,422

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com