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): July 20, 2009

Park National Corporation

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (740) 349-8451

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:

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

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

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

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

Item 2.02 — Results of Operations and Financial Condition

On July 20, 2009, Park National Corporation (“Park”) issued a news release (the “Operating Results News Release”) announcing operating results for the three months and six months ended June 30, 2009. A copy of this Operating 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 realized common equity and return on average tangible assets. Management has included in the Operating Results News Release information relating to the return on average tangible realized common equity and return on average tangible assets for the three-month and six-month periods ended June 30, 2009 and 2008. For purpose of calculating the return on average tangible realized common equity, a non-GAAP financial measure, net income available to common shareholders for each period is divided by average tangible realized common equity during the period. Average tangible realized common equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period, (ii) average accumulated other comprehensive income, net of taxes, during the period, and (iii) average preferred stock. 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. Management believes that return on average tangible realized common equity 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, assist 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 unrealized gains and losses arising from mark-to-market accounting for the fair market value of investment securities. In the Operating Results News Release, Park has provided a reconciliation of average tangible realized common equity to average stockholders’ equity, as well as average tangible assets to average assets solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible realized common equity or return on average tangible assets is a substitute for return on average equity or return on average assets, respectively, as determined by GAAP.

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

Park is a participant in the Capital Purchase Program (the “CPP”). The CPP is a component program of the Troubled Assets Relief Program (the “TARP”) established by the United States Department of the Treasury (the “Treasury”) pursuant to the Emergency Economic Stabilization Act of 2008 (the “EESA”). The EESA required that Park establish and comply with certain executive compensation standards applicable to its Senior Executive Officers (as defined in the Securities Purchase Agreement — Standard Terms attached to the Letter Agreement, dated December 23, 2008, between Park and the Treasury). Each of C. Daniel DeLawder, Park’s Chairman of the Board and Chief Executive Officer; David L. Trautman, Park’s President and Secretary; and John W. Kozak, Park’s Chief Financial Officer — Park’s Senior Executive Officers — entered into a letter agreement dated December 19, 2008 (the “Prior SEO Agreements”) to comply with the EESA executive compensation standards. The Prior SEO Agreements were included as Exhibits 10.2.1, 10.2.2 and 10.2.3 to Park’s Current Report on Form 8-K dated and filed on December 23, 2008.

2

The American Recovery and Reinvestment Act of 2009 (the “ARRA”) amended and replaced the executive compensation standards contained in the EESA in their entirety and directed the Secretary of the Treasury to establish additional executive compensation and corporate governance standards applicable to TARP recipients, including Park, and makes these standards applicable to both Senior Executive Officers and certain Most Highly-Compensated Employees (as defined in the Interim Final Rule (defined below)). On June 15, 2009, the Secretary of the Treasury established these standards by promulgating an Interim Final Rule under 31 C.F.R. Part 30 (the “Interim Final Rule”). The EESA executive compensation standards, as amended and replaced by the ARRA, and the Interim Final Rule are collectively referred to as the “TARP Compensation Standards.”

Each of Messrs. DeLawder, Trautman and Kozak has entered into a letter agreement dated July 20, 2009 (each, a “New SEO Agreement”) with Park evidencing their intent to comply with the TARP Compensation Standards. Each New SEO Agreement supersedes and replaces the Prior SEO Agreement between the relevant individual and Park. Each New SEO Agreement will remain in effect for the period during which any obligation arising from financial assistance received by Park under the TARP remains outstanding, except any period during which the Treasury only holds warrants to purchase Park common shares (the “TARP Period”).

The New SEO Agreements are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing summary of the New SEO Agreements is qualified in its entirety by reference thereto.

As discussed under the caption “EXECUTIVE COMPENSATION — Compensation Discussion and Analysis — 2008 Executive Compensation Components — Incentive Compensation Plan” beginning on page 31 of Park’s definitive Proxy Statement dated March 9, 2009, the Compensation Committee of Park’s Board of Directors (the “Compensation Committee”) administers Park’s incentive compensation plan which may enable the officers of Park’s principal Ohio-based subsidiaries, including Messrs. DeLawder, Trautman and Kozak, to share in any above-average return on equity (as defined below) which Park and its subsidiaries on a consolidated basis may generate during each twelve-month period ended September 30. Above-average return on equity is defined as the amount by which the net income to average shareholders’ equity ratio of Park and its subsidiaries on a consolidated basis for a twelve-month period ended September 30 exceeds the median net income to average shareholders’ equity ratio of all U.S. bank holding companies of similar asset size ($3 billion to $10 billion). An historically applied formula determines the amount, if any, by which Park’s return on equity ratio exceeds the median return on equity ratio of these peer bank holding companies. The computation of Park’s return on equity ratio for the twelve-month period ended September 30, 2008 (the “2008 Incentive Compensation Period”) reflected the inclusion of the net loss of Vision Bank for the 2008 Incentive Compensation Period adjusted for the goodwill impairment charges recorded during the 2008 Incentive Compensation Period.

3

For the incentive compensation awards payable in respect of the 2008 Incentive Compensation Period, the Compensation Committee met on December 16, 2008 and reviewed management’s computation of the incentive compensation pool for the 2008 Incentive Compensation Period. Management recommended an amount for the Compensation Committee to consider that was a total equal to 17.2% of the amount by which Park’s return on equity ratio for the 2008 Incentive Compensation Period exceeded the median return on equity ratios of the peer bank holding companies. Management’s computation of the incentive compensation pool was $9.4 million for the 2008 Incentive Compensation Period, which was subsequently approved by the Compensation Committee. The Compensation Committee determined to defer consideration of the amount of incentive compensation awards payable with respect to the 2008 Incentive Compensation Period to Messr. DeLawder, Trautman and Kozak until a later date.

On January 23, 2009, the Compensation Committee determined that, while the total incentive pool increased incrementally, the incentive compensation awards payable to each of Messrs. DeLawder, Trautman and Kozak for the 2008 Incentive Compensation Period should remain the same as for the twelve-month period ended September 30, 2007.

Under the terms of the ARRA prohibiting, except in limited circumstances, the payment or accrual of any bonus, retention or incentive compensation with respect to Park’s five Most Highly-Compensated Employees (the “Incentive Compensation Payment Prohibition”), it was unclear whether Park would be permitted to pay the incentive compensation awards to Messrs. DeLawder, Trautman and Kozak for the 2008 Incentive Compensation Period. Accordingly, Park determined that it would be prudent not to pay those incentive compensation awards until further guidance was available. The Interim Final Rule clarified the “valid employment contract” exception to the Incentive Compensation Payment Prohibition such that the specific circumstances underlying the computation and determination, and subsequent payment to Messrs. DeLawder, Trautman and Kozak, of the incentive compensation awards for the 2008 Incentive Compensation Period fall within the scope of the valid employment contract exception. Accordingly, on July 20, 2009, the Compensation Committee took action to authorize the payment of the following incentive compensation awards for the 2008 Incentive Compensation Period to Messrs. DeLawder, Trautman and Kozak:

C. Daniel DeLawder	$	300,000
David L. Trautman	$	250,000
John W. Kozak	$	200,000

Item 8.01 — Other Events

Declaration of Cash Dividend

As reported in the Operating Results News Release, on July 20, 2009, the Park Board of Directors declared a $0.94 per share regular quarterly cash dividend in respect of Park’s common shares. The dividend is payable on September 10, 2009 to common shareholders of record as of the close of business on August 26, 2009. A copy of the News Release is included as Exhibit 99.1 and incorporated by reference herein.

4

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	Letter Agreement, dated July 20, 2009, between Park National Corporation and C. Daniel DeLawder [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and C. Daniel DeLawder, which was previously filed as Exhibit 10.2.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on December 23, 2008 (File No. 1-13006) (“Park’s December 23, 2008 Form 8-K”)]
	10.2	Letter Agreement, dated July 20, 2009, between Park National Corporation and David L. Trautman [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and David L. Trautman, which was previously filed as Exhibit 10.2.2 to Park’s December 23, 2008 Form 8-K]
	10.3	Letter Agreement, dated July 20, 2009, between Park National Corporation and John W. Kozak [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and John W. Kozak, which was previously filed as Exhibit 10.2.3 to Park’s December 23, 2008 Form 8-K]
	99.1	News Release issued by Park National Corporation on July 20, 2009 addressing operating results for the three months and six months ended June 30, 2009

[Remainder of page intentionally left blank;
signature on following page.]

5

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: July 20, 2009	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

6

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated July 20, 2009

Park National Corporation

Exhibit No.		Description
	10.1	Letter Agreement, dated July 20, 2009, between Park National Corporation and C. Daniel DeLawder [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and C. Daniel DeLawder, which was previously filed as Exhibit 10.2.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on December 23, 2008 (File No. 1-13006) (“Park’s December 23, 2008 Form 8-K”)]
	10.2	Letter Agreement, dated July 20, 2009, between Park National Corporation and David L. Trautman [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and David L. Trautman, which was previously filed as Exhibit 10.2.2 to Park’s December 23, 2008 Form 8-K]
	10.3	Letter Agreement, dated July 20, 2009, between Park National Corporation and John W. Kozak [NOTE: Supersedes Letter Agreement, dated December 19, 2008, between Park National Corporation and John W. Kozak, which was previously filed as Exhibit 10.2.3 to Park’s December 23, 2008 Form 8-K]
	99.1	News Release issued by Park National Corporation on July 20, 2009 addressing operating results for the three months and six months ended June 30, 2009.

7

EX-10.1

PARK NATIONAL CORPORATION
50 North Third Street
Post Office Box 3500
Newark, Ohio 43058-3500
(740) 349-8451
www.parknationalcorp.com

C. Daniel DeLawder
Chairman of the Board and Chief Executive Officer
Park National Corporation
50 North Third Street
Newark, Ohio 43055

Dear Dan,

Park National Corporation (the “Company) is a participant in the Capital Purchase Program (the “CPP”). The CPP is a component program of the Troubled Assets Relief Program (the “TARP”) established by the United States Department of the Treasury (the “Treasury”) pursuant to the Emergency Economic Stabilization Act of 2008 (the “EESA”).

Background

The EESA required that the Company establish and comply with certain standards for executive compensation applicable to its Senior Executive Officers. As a Senior Executive Officer, you and the Company entered into a letter agreement dated December 19, 2008 (the “Prior Agreement”) in order to comply with these EESA standards.

The American Recovery and Reinvestment Act of 2009 (the “ARRA”) amended and replaced the executive compensation provisions of the EESA in their entirety and directed the Secretary of the Treasury to establish executive compensation and corporate governance standards applicable to TARP Recipients, including the Company, and makes these standards applicable to both Senior Executive Officers and certain Most Highly-Compensated Employees. On June 15, 2009, the Secretary of the Treasury established these standards by promulgating an Interim Final Rule under 31 C.F.R. Part 30 (the “Interim Final Rule”). The EESA executive compensation standards, as amended and replaced by the ARRA, and the Interim Final Rule are collectively referred to as the “TARP Compensation Standards”.

Description of TARP Compensation Standards

Among other requirements, the executive compensation and corporate governance standards comprising the TARP Compensation Standards:

(1) Require the Company to comply with the requirements of Internal Revenue Code Section 162(m)(5); and

(2) Prohibit the Company from making any Golden Parachute Payment to its Senior Executive Officers or any of the five next Most Highly-Compensated Employees; and

(3) Prohibit the Company from paying or accruing any Bonus Payment to the five Most Highly-Compensated Employees, except as permitted by the TARP Compensation Standards; and

(4) Require the Company to “clawback” any Bonus Payment to its Senior Executive Officers or any of the 20 next Most Highly-Compensated Employees if payment was based on materially inaccurate financial statements or performance metric criteria; and

(5) Prohibit the Company from maintaining any Employee Compensation Plan that would encourage the manipulation of reported earnings to enhance the compensation of any employee; and

(6) Prohibit the Company from maintaining any SEO Compensation Plan that encourages Senior Executive Officers to take unnecessary and excessive risks that threaten the value of the Company; and

(7) Prohibit the Company from providing Gross-Ups to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees; and

(8) Subjects any Bonus Payment paid prior to February 17, 2009 by the Company to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees to recovery by the Treasury.

Agreement

As a Senior Executive Officer, this letter evidences your and the Company’s intent to comply with the TARP Compensation Standards. In consideration of the benefits that the Company received through its participation in the CPP, by signing this letter, you agree to consent to such modifications or amendments to the Company’s stock, compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) in which you are a participant or to which you are a party (collectively, the “Benefit Plans”) as are necessary to give effect to the TARP Compensation Standards described above and, to the extent that specific revisions to such Benefit Plans or reimbursement of prior payments to the Treasury are required to give effect to the TARP Compensation Standards, you agree to negotiate promptly and in good faith with respect to such revisions or for such reimbursement.

This letter supersedes and replaces the Prior Agreement between you and the Company.

This letter shall remain in effect during the TARP Period and for so long as you remain a Senior Executive Officer.

Rules of Interpretation

For purposes of this letter:

(1) The TARP Compensation Standards are intended to, and will be interpreted, administered and construed to, comply with the requirements of the ARRA, the Interim Final Rule and any other guidance promulgated by the Treasury (and, to the maximum extent consistent with the foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter); and

-2-

(2) Capitalized terms not defined herein shall have the meanings ascribed to them in the Interim Final Rule and shall be interpreted and construed consistent with such Interim Final Rule; and

(3) Any reference to the Company shall mean the Company and any entity that, along with the Company, would be considered to be the TARP Recipient determined pursuant to 31 C.F.R. §30.2 where appropriate — including, in particular, The Park National Bank, Vision Bank, Guardian Financial Services Company and Scope Leasing, Inc.; and

(4) The determination of whether you are or remain a Senior Executive Officer shall be made pursuant to 31 C.F.R. §30.3.

Miscellaneous

To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will be deemed to be the same agreement. A signature transmitted by facsimile will be deemed an original signature.

The Board of Directors of the Company appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times.

Yours sincerely,

PARK NATIONAL CORPORATION

By:	/s/ David L. Trautman
	David L. Trautman
	Title: President and Secretary

Date: July 20, 2009

*****

Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

/s/ C. Daniel DeLawder

C. Daniel DeLawder

Date: July 20, 2009

-3-

EX-10.2

PARK NATIONAL CORPORATION
50 North Third Street
Post Office Box 3500
Newark, Ohio 43058-3500
(740) 349-8451
www.parknationalcorp.com

David L. Trautman
President and Secretary
Park National Corporation
50 North Third Street
Newark, Ohio 43055

Dear David,

Park National Corporation (the “Company”) is a participant in the Capital Purchase Program (the “CPP”). The CPP is a component program of the Troubled Assets Relief Program (the “TARP”) established by the United States Department of the Treasury (the “Treasury”) pursuant to the Emergency Economic Stabilization Act of 2008 (the “EESA”).

Background

The EESA required that the Company establish and comply with certain standards for executive compensation applicable to its Senior Executive Officers. As a Senior Executive Officer, you and the Company entered into a letter agreement dated December 19, 2008 (the “Prior Agreement”) in order to comply with these EESA standards.

The American Recovery and Reinvestment Act of 2009 (the “ARRA”) amended and replaced the executive compensation provisions of the EESA in their entirety and directed the Secretary of the Treasury to establish executive compensation and corporate governance standards applicable to TARP Recipients, including the Company, and makes these standards applicable to both Senior Executive Officers and certain Most Highly-Compensated Employees. On June 15, 2009, the Secretary of the Treasury established these standards by promulgating an Interim Final Rule under 31 C.F.R. Part 30 (the “Interim Final Rule”). The EESA executive compensation standards, as amended and replaced by the ARRA, and the Interim Final Rule are collectively referred to as the “TARP Compensation Standards”.

Description of TARP Compensation Standards

Among other requirements, the executive compensation and corporate governance standards comprising the TARP Compensation Standards:

(1) Require the Company to comply with the requirements of Internal Revenue Code Section 162(m)(5); and

(2) Prohibit the Company from making any Golden Parachute Payment to its Senior Executive Officers or any of the five next Most Highly-Compensated Employees; and

(3) Prohibit the Company from paying or accruing any Bonus Payment to the five Most Highly-Compensated Employees, except as permitted by the TARP Compensation Standards; and

(4) Require the Company to “clawback” any Bonus Payment to its Senior Executive Officers or any of the 20 next Most Highly-Compensated Employees if payment was based on materially inaccurate financial statements or performance metric criteria; and

(5) Prohibit the Company from maintaining any Employee Compensation Plan that would encourage the manipulation of reported earnings to enhance the compensation of any employee; and

(6) Prohibit the Company from maintaining any SEO Compensation Plan that encourages Senior Executive Officers to take unnecessary and excessive risks that threaten the value of the Company; and

(7) Prohibit the Company from providing Gross-Ups to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees; and

(8) Subjects any Bonus Payment paid prior to February 17, 2009 by the Company to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees to recovery by the Treasury.

Agreement

As a Senior Executive Officer, this letter evidences your and the Company’s intent to comply with the TARP Compensation Standards. In consideration of the benefits that the Company received through its participation in the CPP, by signing this letter, you agree to consent to such modifications or amendments to the Company’s stock, compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) in which you are a participant or to which you are a party (collectively, the “Benefit Plans”) as are necessary to give effect to the TARP Compensation Standards described above and, to the extent that specific revisions to such Benefit Plans or reimbursement of prior payments to the Treasury are required to give effect to the TARP Compensation Standards, you agree to negotiate promptly and in good faith with respect to such revisions or for such reimbursement.

This letter supersedes and replaces the Prior Agreement between you and the Company.

This letter shall remain in effect during the TARP Period and for so long as you remain a Senior Executive Officer.

Rules of Interpretation

For purposes of this letter:

(1) The TARP Compensation Standards are intended to, and will be interpreted, administered and construed to, comply with the requirements of the ARRA, the Interim Final Rule and any other guidance promulgated by the Treasury (and, to the maximum extent consistent with the foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter); and

-2-

(2) Capitalized terms not defined herein shall have the meanings ascribed to them in the Interim Final Rule and shall be interpreted and construed consistent with such Interim Final Rule; and

(3) Any reference to the Company shall mean the Company and any entity that, along with the Company, would be considered to be the TARP Recipient determined pursuant to 31 C.F.R. §30.2 where appropriate — including, in particular, The Park National Bank, Vision Bank, Guardian Financial Services Company and Scope Leasing, Inc.; and

(4) The determination of whether you are or remain a Senior Executive Officer shall be made pursuant to 31 C.F.R. §30.3.

Miscellaneous

To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will be deemed to be the same agreement. A signature transmitted by facsimile will be deemed an original signature.

The Board of Directors of the Company appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times.

Yours sincerely,

PARK NATIONAL CORPORATION
By:	/s/ C. Daniel DeLawder
	C. Daniel DeLawder Title: Chairman of the Board and Chief Executive Officer
Date: July 20, 2009

*****

Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

/s/ David L. Trautman David L. Trautman

Date: July 20, 2009

-3-

EX-10.3

PARK NATIONAL CORPORATION
50 North Third Street
Post Office Box 3500
Newark, Ohio 43058-3500
(740) 349-8451
www.parknationalcorp.com

John W. Kozak
Chief Financial Officer
Park National Corporation
50 North Third Street
Newark, Ohio 43055

Dear John,

Park National Corporation (the “Company”) is a participant in the Capital Purchase Program (the “CPP”). The CPP is a component program of the Troubled Assets Relief Program (the “TARP”) established by the United States Department of the Treasury (the “Treasury”) pursuant to the Emergency Economic Stabilization Act of 2008 (the “EESA”).

Background

The EESA required that the Company establish and comply with certain standards for executive compensation applicable to its Senior Executive Officers. As a Senior Executive Officer, you and the Company entered into a letter agreement dated December 19, 2008 (the “Prior Agreement”) in order to comply with these EESA standards.

The American Recovery and Reinvestment Act of 2009 (the “ARRA”) amended and replaced the executive compensation provisions of the EESA in their entirety and directed the Secretary of the Treasury to establish executive compensation and corporate governance standards applicable to TARP Recipients, including the Company, and makes these standards applicable to both Senior Executive Officers and certain Most Highly-Compensated Employees. On June 15, 2009, the Secretary of the Treasury established these standards by promulgating an Interim Final Rule under 31 C.F.R. Part 30 (the “Interim Final Rule”). The EESA executive compensation standards, as amended and replaced by the ARRA, and the Interim Final Rule are collectively referred to as the “TARP Compensation Standards”.

Description of TARP Compensation Standards

Among other requirements, the executive compensation and corporate governance standards comprising the TARP Compensation Standards:

(1) Require the Company to comply with the requirements of Internal Revenue Code Section 162(m)(5); and

(2) Prohibit the Company from making any Golden Parachute Payment to its Senior Executive Officers or any of the five next Most Highly-Compensated Employees; and

(3) Prohibit the Company from paying or accruing any Bonus Payment to the five Most Highly-Compensated Employees, except as permitted by the TARP Compensation Standards; and

(4) Require the Company to “clawback” any Bonus Payment to its Senior Executive Officers or any of the 20 next Most Highly-Compensated Employees if payment was based on materially inaccurate financial statements or performance metric criteria; and

(5) Prohibit the Company from maintaining any Employee Compensation Plan that would encourage the manipulation of reported earnings to enhance the compensation of any employee; and

(6) Prohibit the Company from maintaining any SEO Compensation Plan that encourages Senior Executive Officers to take unnecessary and excessive risks that threaten the value of the Company; and

(7) Prohibit the Company from providing Gross-Ups to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees; and

(8) Subjects any Bonus Payment paid prior to February 17, 2009 by the Company to its Senior Executive Officers or the 20 next Most Highly-Compensated Employees to recovery by the Treasury.

Agreement

As a Senior Executive Officer, this letter evidences your and the Company’s intent to comply with the TARP Compensation Standards. In consideration of the benefits that the Company received through its participation in the CPP, by signing this letter, you agree to consent to such modifications or amendments to the Company’s stock, compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) in which you are a participant or to which you are a party (collectively, the “Benefit Plans”) as are necessary to give effect to the TARP Compensation Standards described above and, to the extent that specific revisions to such Benefit Plans or reimbursement of prior payments to the Treasury are required to give effect to the TARP Compensation Standards, you agree to negotiate promptly and in good faith with respect to such revisions or for such reimbursement.

This letter supersedes and replaces the Prior Agreement between you and the Company.

This letter shall remain in effect during the TARP Period and for so long as you remain a Senior Executive Officer.

Rules of Interpretation

For purposes of this letter:

(1) The TARP Compensation Standards are intended to, and will be interpreted, administered and construed to, comply with the requirements of the ARRA, the Interim Final Rule and any other guidance promulgated by the Treasury (and, to the maximum extent consistent with the foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter); and

-2-

(2) Capitalized terms not defined herein shall have the meanings ascribed to them in the Interim Final Rule and shall be interpreted and construed consistent with such Interim Final Rule; and

(3) Any reference to the Company shall mean the Company and any entity that, along with the Company, would be considered to be the TARP Recipient determined pursuant to 31 C.F.R. §30.2 where appropriate — including, in particular, The Park National Bank, Vision Bank, Guardian Financial Services Company and Scope Leasing, Inc.; and

(4) The determination of whether you are or remain a Senior Executive Officer shall be made pursuant to 31 C.F.R. §30.3.

Miscellaneous

To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of which will be deemed to be an original and all of which will be deemed to be the same agreement. A signature transmitted by facsimile will be deemed an original signature.

The Board of Directors of the Company appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times.

Yours sincerely,

PARK NATIONAL CORPORATION
By:	/s/ C. Daniel DeLawder
	C. Daniel DeLawder
	Title: Chairman of the Board and Chief Executive Officer
Date: July 20, 2009

*****

Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

/s/ John W. Kozak

 John W. Kozak

Date: July 20, 2009

-3-

EX-99.1

News Release

July 20, 2009

Park National Corporation reports second quarter 2009
performance and declares third quarter cash dividend

NEWARK, Ohio — Park National Corporation (Park) (NYSE Amex: PRK) today announced operating results for the three months ended June 30, 2009. Net income available to common shareholders was $19.9 million, a 9.2 percent increase from the $18.2 million net income for the same period in 2008. Second quarter 2009 net income per diluted common share was $1.42, a 9.2 percent increase from second quarter 2008 net income per diluted common share of $1.30.

Net income available to common shareholders for the first half of 2009 (six months ended June 30, 2009) was $39.8 million, a 3.3 percent decrease from the first half of 2008 net income of $41.2 million. Earnings per diluted share for the first half of 2009 were $2.85, down 3.4 percent compared to the first half of 2008 earnings per diluted share of $2.95.

On July 20, 2009, 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 September 10, 2009 to common shareholders of record as of the close of business on August 26, 2009.

Park Chairman C. Daniel DeLawder stated, “The banking industry is challenged by a number of issues, many of which have existed for over a year. However, Park’s Ohio-based banking divisions continue to enjoy solid performance. As a result, our board of directors determined that Park could continue to pay a quarterly cash dividend of $0.94 per common share.” Mr. DeLawder further indicated that the highest priority for Park’s management is to generate sufficient net income to sustain the quarterly dividend at $0.94 per share.

Net income for Park’s Ohio-based banking divisions for the first six months of 2009 was $52.4 million. DeLawder continued, “While Park’s Ohio-based divisions had a record year in 2008 with net income of $95.3 million, the first six months of 2009 have been even better. The strong earnings generated thus far in 2009 are the result of our bankers’ unwavering commitment to the personal style of banking that our friends and neighbors have come to trust.”

Continued growth during second quarter

Park’s commercial and consumer loans increased again during the second quarter. At June 30, 2009, Park had $4,620 million in total loans on its consolidated balance sheet, compared to $4,491 million at December 31, 2008, an annualized growth rate of 5.8 percent. Total loans increased by $59 million during the second quarter of 2009. Additionally, Park enjoyed excellent mortgage loan volume through the six months ended June 30, 2009, with originations of $413 million in fixed rate residential mortgages, compared to $107 million for the same period in 2008 and $162 million for the entire 2008 year. These loans are largely sold in the secondary market, where Park maintains the servicing on these loans. As a result of the mortgage loan volume, pre-tax real estate non-yield loan fee income was $10.1 million for the six months ended June 30, 2009, compared to $4.0 million for the same period in 2008.

Deposit balances also increased during the second quarter of 2009. At June 30, 2009, Park had total deposits of $5,053 million, compared to $4,762 million at year-end 2008, or an annualized growth rate of 12.4 percent. Total deposits increased by $133 million during the second quarter of 2009.

Additional information from the second quarter

During the second quarter, the Federal Deposit Insurance Corporation (FDIC) imposed a five basis point special assessment on each insured depository institution’s assets minus Tier 1 capital as of June 30, 2009. As a result of this assessment, Park accrued an amount of $3.3 million, payable to the FDIC on September 30, 2009. Additionally, in June 2009, Park completed the sale of $197 million of U.S. Agency mortgage-backed securities, resulting in a pre-tax gain of $7.3 million. Finally, Park continued to proactively address the impact of the current economic environment on its loan portfolio, increasing the allowance for loan losses to $104.8 million at June 30, 2009, up 4.7 percent from $100.1 million at December 31, 2008.

Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com

News Release

The loan loss provision was $28.1 million for the six months ended June 30, 2009, compared to $22 million for the same period in 2008. Park subsidiary Vision Bank (headquartered in Panama City, Fla.) had a loan loss provision of $18.4 million for the first two quarters of 2009, compared to $16.3 million for the same period in 2008. Park’s Ohio-based banking divisions had a total loan loss provision of $9.7 million for the first two quarters of 2009, compared to $5.7 million for the same period in 2008.

Park’s At-the-Market (ATM) common share offering, announced on May 27, 2009, has resulted in the sale of 183,200 common shares at an average price of $61.18 through the period ended June 30, 2009. Net of all selling and due diligence expenses, the ATM offering has generated additional capital of $10.5 million.

Headquartered in Newark, Ohio, Park National Corporation holds $7.0 billion in total assets (as of June 30, 2009). Park consists of 13 community bank divisions 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, Richland Bank, Century National Bank, First-Knox National Bank, Farmers and Savings Bank, United Bank, Second National Bank, Security National Bank, Unity National Bank and The Park National Bank of Southwest Ohio & Northern Kentucky. Park’s other banking subsidiary is Vision Bank (headquartered in Panama City, Florida), and its Vision Bank Division (of Gulf Shores, Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance) and Guardian Finance Company.

Complete financial tables are included below.

###

Media Contacts: Ellie Hempleman, Marketing Specialist, 740.349.5493 or John Kozak, Chief Financial Officer, 740.349.3792

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

This news release contains forward-looking statements that 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: deterioration in the asset value of Park’s loan portfolio may be worse than expected; Park’s ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically, the real estate market and credit market, either national or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in market 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; our liquidity requirements could be adversely affected by changes in our assets and liabilities; our ability to convert our Ohio-based banking divisions into one operating system; competitive factors among financial institutions 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 concerning taxes, banking, securities and other aspects of the financial services industry; the effect of fiscal and governmental policies of the United States federal government; demand for loans in the respective market areas served by Park and its subsidiaries, 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, 2008 and in “Item 1A. Risk Factors” of Part II of Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result 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 is 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
(Dollars in thousands, except per share data)

	THREE MONTHS ENDED									SIX MONTHS ENDED
	JUNE 30,									JUNE 30,
							PERCENT									PERCENT
	2009			2008			CHANGE			2009			2008			CHANGE
INCOME STATEMENT AND RATIOS
NET INTEREST INCOME	$	67,994		$	64,326			5.70	%	$	136,227		$	125,810			8.28	%
PROVISION FOR LOAN LOSSES		15,856			14,569			8.83	%		28,143			21,963			28.14	%
OTHER INCOME		19,757			18,543			6.55	%		38,967			39,582			-1.55	%
GAIN ON SALE OF SECURITIES		7,340			587						7,340			896
OTHER EXPENSE		50,151			44,433			12.87	%		96,013			87,710			9.47	%
INCOME BEFORE TAXES		29,084			24,454			18.93	%		58,378			56,615			3.11	%
NET INCOME		21,307			18,191			17.13	%		42,697			41,169			3.71	%
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS (x)		19,866			18,191			9.21	%		39,816			41,169			-3.29	%
NET INCOME PER COMMON SHARE-BASIC (x)		1.42			1.30			9.23	%		2.85			2.95			-3.39	%
NET INCOME PER COMMON SHARE-DILUTED (x)		1.42			1.30			9.23	%		2.85			2.95			-3.39	%
RETURN ON AVERAGE ASSETS (x)		1.13	%		1.08	%					1.14	%		1.25	%
RETURN ON AVERAGE COMMON EQUITY (x)		14.11	%		12.57	%					14.38	%		14.28	%
CASH DIVIDENDS DECLARED PER COMMON SHARE		0.94			0.94			0.00	%		1.88			1.88			0.00	%
INCOME STATEMENT AND RATIOS (NON GAAP)
RETURN ON AVERAGE TANGIBLE ASSETS (c)(x)		1.15	%		1.11	%					1.15	%		1.28	%
RETURN ON AVERAGE TANGIBLE REALIZED COMMON EQUITY (a)(x)		17.04	%		16.80	%					17.35	%		19.31	%
OTHER RATIOS
YIELD ON EARNING ASSETS		5.69	%		6.40	%					5.79	%		6.60	%
COST OF PAYING LIABILITIES		1.78	%		2.55	%					1.81	%		2.80	%
NET INTEREST MARGIN		4.21	%		4.20	%					4.24	%		4.19	%
NET LOAN CHARGE-OFFS	$	12,330		$	14,372					$	23,427		$	23,020
NET CHARGE-OFFS AS A PERCENT OF LOANS		1.08	%		1.34	%					1.03	%		1.08	%

	June 30,			December 31,			June 30,
	2009			2008			2008
BALANCE SHEET
INVESTMENTS	$	1,913,620		$	2,059,051		$	1,862,357
LOANS		4,620,026			4,491,337			4,366,029
LOAN LOSS RESERVE		104,804			100,088			86,045
GOODWILL AND OTHER INTANGIBLES		83,672			85,545			142,543
TOTAL ASSETS		7,007,610			7,070,720			6,820,233
TOTAL DEPOSITS		5,053,424			4,761,750			4,531,874
BORROWINGS		1,180,688			1,554,754			1,638,175
EQUITY		665,141			642,663			578,113
COMMON EQUITY		569,039			546,942			578,113
TANGIBLE COMMON EQUITY (b)		485,367			461,397			435,570
COMMON BOOK VALUE PER SHARE		40.20			39.15			41.40
TANGIBLE COMMON BOOK VALUE PER SHARE (b)		34.29			33.02			31.19
NONPERFORMING LOANS		206,581			162,357			107,680
NONPERFORMING ASSETS		247,860			188,205			127,300
PAST DUE 90 DAY LOANS AND STILL ACCRUING		4,417			5,421			5,787
RATIOS
LOANS/ASSETS		65.93	%		63.52	%		64.02	%
NONPERFORMING LOANS/LOANS		4.47	%		3.61	%		2.47	%
PAST DUE 90 DAY LOANS/LOANS		0.10	%		0.12	%		0.13	%
LOAN LOSS RESERVE/LOANS		2.27	%		2.23	%		1.97	%
TOTAL EQUITY/ASSETS		9.49	%		9.09	%		8.48	%
COMMON EQUITY/ASSETS		8.12	%		7.74	%		8.48	%
TANGIBLE COMMON EQUITY/TANGIBLE ASSETS (d)		7.01	%		6.61	%		6.52	%

(x) Reported measure excludes the impact of the preferred stock issued to the U.S. Treasury under the Capital Purchase Program and uses net income available to common shareholders.

(a) Net Income available to common shareholders for each period divided by average tangible realized common equity during the period. Average tangible realized common equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangibles during the period, (ii) average accumulated other comprehensive income, net of taxes, during the period, and (iii) average preferred stock.

RECONCILIATION OF AVERAGE STOCKHOLDERS’ EQUITY TO AVERAGE TANGIBLE REALIZED COMMON EQUITY:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2009		2008		2009		2008
AVERAGE STOCKHOLDERS’ EQUITY		660,837		582,015		654,381		579,961
Less: Average preferred stock		95,992		—		95,897		—
Average goodwill and other intangibles		84,199		143,117		84,668		143,618
Average accumulated other comprehensive income, net of taxes		13,088		3,354		11,054		5,330
AVERAGE TANGIBLE REALIZED COMMON EQUITY		467,558		435,544		462,762		431,013

(b) Tangible common book value per share equals ending stockholders’ equity less preferred stock and goodwill and other intangibles at the end of the period, divided by actual common shares outstanding at the end of the period.

RECONCILIATION OF STOCKHOLDERS’ EQUITY TO TANGIBLE COMMON EQUITY:

	June 30,		December 31,		June 30,
	2009		2008		2008
STOCKHOLDERS’ EQUITY		665,141		642,663		578,113
Less: Preferred stock		96,102		95,721		—
Goodwill and other intangibles		83,672		85,545		142,543
TANGIBLE COMMON EQUITY		485,367		461,397		435,570

(c) Net income available to common shareholders divided by average tangible assets. Average tangible assets equals average assets less goodwill and other intangibles.

RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2009		2008		2009		2008
AVERAGE ASSETS		7,030,456		6,751,058		7,045,010		6,622,761
Less average goodwill and other intangibles		84,199		143,117		84,668		143,618
AVERAGE TANGIBLE ASSETS		6,946,257		6,607,941		6,960,342		6,479,143

(d) Tangible common equity divided by tangible assets. Tangible assets equals total assets less goodwill and other intangibles.

RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS:

	June 30,		December 31,		June 30,
	2009		2008		2008
TOTAL ASSETS		7,007,610		7,070,720		6,820,233
Less: Goodwill and other intangibles		83,672		85,545		142,543
TANGIBLE ASSETS		6,923,938		6,985,175		6,677,690

PARK NATIONAL CORPORATION
Consolidated Statements of Income
(dollars in thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Interest income:
Interest and fees on loans	$	68,496	$	74,932	$	137,584	$	153,942
Interest on:
Obligations of U.S. Government, its agencies and other securities		23,201		22,629		47,029		43,334
Obligations of states and political subdivisions		393		565		815		1,219
Other interest income		2		75		29		174
Total interest income		92,092		98,201		185,457		198,669
Interest expense:
Interest on deposits:
Demand and savings deposits		2,809		5,335		5,714		12,693
Time deposits		13,800		16,618		28,174		35,817
Interest on borrowings		7,489		11,922		15,342		24,349
Total interest expense		24,098		33,875		49,230		72,859
Net interest income		67,994		64,326		136,227		125,810
Provision for loan losses		15,856		14,569		28,143		21,963
Net interest income after provision for loan losses		52,138		49,757		108,084		103,847
Other income		19,757		18,543		38,967		39,582
Gain on sale of securities		7,340		587		7,340		896
Other expense:
Salaries and employee benefits		25,334		24,486		50,821		49,157
Occupancy expense		2,882		2,883		6,040		5,908
Furniture and equipment expense		2,498		2,576		4,876		4,893
Other expense		19,437		14,488		34,276		27,752
Total other expense		50,151		44,433		96,013		87,710
Income before income taxes		29,084		24,454		58,378		56,615
Income taxes		7,777		6,263		15,681		15,446
Net income	$	21,307	$	18,191	$	42,697	$	41,169
Preferred stock dividends		1,441		—		2,881		—
Net income available to common shareholders	$	19,866	$	18,191	$	39,816	$	41,169
Per Common Share:
Net income — basic	$	1.42	$	1.30	$	2.85	$	2.95
Net income — diluted	$	1.42	$	1.30	$	2.85	$	2.95
Weighted average shares — basic		14,001,608		13,964,561		13,986,664		13,964,567
Weighted average shares — diluted		14,001,608		13,964,561		13,986,664		13,964,567

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(dollars in thousands, except share data)

	June 30,
	2009			2008
Assets
Cash and due from banks	$	107,053		$	184,259
Money market instruments		23,960			10,326
Investment securities		1,913,620			1,862,357
Loans		4,620,026			4,366,029
Allowance for loan losses		104,804			86,045
Loans, net		4,515,222			4,279,984
Bank premises and equipment, net		67,254			70,074
Goodwill and other intangibles		83,672			142,543
Other assets		296,829			270,690
Total assets	$	7,007,610		$	6,820,233
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	812,959		$	764,405
Interest bearing		4,240,465			3,767,469
Total deposits		5,053,424			4,531,874
Borrowings		1,180,688			1,638,175
Other liabilities		108,357			72,071
Total liabilities		6,342,469			6,242,120
Stockholders’ Equity:
Preferred Stock (200,000 shares authorized in 2009 and -0- in 2008; 100,000 shares issued in 2009 and -0- in 2008)		96,102			—
Common stock (No par value; 20,000,000 shares authorized in 2009 and 2008; 16,151,132 shares issued in 2009 and 16,151,177 in 2008)		301,209			301,212
Common stock warrants		4,297			—
Accumulated other comprehensive income (loss), net of taxes		8,612			(7,502	)
Retained earnings		446,028			492,507
Treasury stock (1,996,224 shares in 2009 and 2,186,624 shares in 2008)		(191,107	)		(208,104	)
Total stockholders’ equity		665,141			578,113
Total liabilities and stockholders’ equity	$	7,007,610		$	6,820,233

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
(dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Assets
Cash and due from banks	$	98,026		$	147,698		$	113,032		$	144,633
Money market instruments		21,221			14,695			22,477			13,098
Investment securities		1,974,176			1,873,568			1,996,788			1,796,447
Loans		4,585,406			4,311,989			4,567,459			4,270,706
Allowance for loan losses		100,198			84,577			100,325			85,925
Loans, net		4,485,208			4,227,412			4,467,134			4,184,781
Bank premises and equipment, net		68,076			69,170			68,213			69,094
Goodwill and other intangibles		84,199			143,117			84,668			143,618
Other assets		299,550			275,398			292,698			271,090
Total assets	$	7,030,456		$	6,751,058		$	7,045,010		$	6,622,761
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	824,841		$	738,518		$	799,319		$	721,568
Interest bearing		4,185,578			3,767,366			4,120,986			3,767,713
Total deposits		5,010,419			4,505,884			4,920,305			4,489,281
Borrowings		1,248,571			1,570,201			1,359,010			1,456,902
Other liabilities		110,629			92,958			111,314			96,617
Total liabilities		6,369,619			6,169,043			6,390,629			6,042,800
Stockholders’ Equity:
Preferred stock		95,992			—			95,897			—
Common stock		301,209			301,212			301,210			301,213
Common stock warrants		4,297			—			4,297			—
Accumulated other comprehensive income, net of taxes		13,088			3,354			11,054			5,330
Retained earnings		451,245			485,553			448,245			481,522
Treasury stock		(204,994	)		(208,104	)		(206,322	)		(208,104	)
Total stockholders’ equity		660,837			582,015			654,381			579,961
Total liabilities and stockholders’ equity	$	7,030,456		$	6,751,058		$	7,045,010		$	6,622,761