-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O5pEqjiM+2JMwwoISPU75L82u4Ao8WPq4mhjaMt2Th7g4r0bfZFw17KtBMUKOhyJ g7D2T/VxzUbocQts6W0yJw== 0000950152-01-500985.txt : 20010424 0000950152-01-500985.hdr.sgml : 20010424 ACCESSION NUMBER: 0000950152-01-500985 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010423 EFFECTIVENESS DATE: 20010423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK NATIONAL CORP /OH/ CENTRAL INDEX KEY: 0000805676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311179518 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59378 FILM NUMBER: 1608817 BUSINESS ADDRESS: STREET 1: 50 NORTH THIRD ST CITY: NEWARK STATE: OH ZIP: 43055 BUSINESS PHONE: 6143498451 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: NEWARK STATE: OH ZIP: 43058-3500 S-8 1 l87831as-8.txt PARK NATIONAL CORPORATION S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- PARK NATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 31-1179518 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 50 NORTH THIRD STREET, P.O. BOX 3500, NEWARK, OHIO 43058-3500 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITY BANC CORPORATION 1987 STOCK OPTION PLAN SECURITY BANC CORPORATION 1995 STOCK OPTION PLAN SECURITY BANC CORPORATION 1998 STOCK OPTION PLAN (FULL TITLE OF THE PLANS) DAVID C. BOWERS, SECRETARY COPY TO: PARK NATIONAL CORPORATION ELIZABETH TURRELL FARRAR, ESQ. 50 NORTH THIRD STREET VORYS, SATER, SEYMOUR AND PEASE LLP P.O. BOX 3500 52 EAST GAY STREET NEWARK, OHIO 43058-3500 COLUMBUS, OHIO 43215 (NAME AND ADDRESS OF AGENT FOR SERVICE) (740) 349-3708 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering aggregate registration to be registered registered (1) price per share (2) offering price fee ------------------------------------------------------------------------------------------------------------------- Common Shares, without par value........... 49,776 $86.43 $4,302,140 $1,076 ===================================================================================================================
(1) Of this number, 9,219 common shares are being registered for issuance under the Security Banc Corporation 1987 Stock Option Plan, 13,614 common shares are being registered for issuance under the Security Banc Corporation 1995 Stock Option Plan and 26,943 common shares are being registered for issuance under the Security Banc Corporation 1998 Stock Option Plan, which plans have been assumed by the Registrant pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Registrant and Security Banc Corporation. (2) Estimated solely for the purpose of computing the aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, and computed on the basis of $86.43 per share, which is the average of the high and low sales prices of the Park Common Shares as reported on the American Stock Exchange - Composite Transactions, on April 18, 2001. INDEX TO EXHIBITS BEGINS AT PAGE II-13 (PAGE 14 AS SEQUENTIALLY NUMBERED). ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and information filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: The Annual Report on Form 10-K for the fiscal year ended December 31, 2000 of Park National Corporation (the "Registrant"), the Registrant's Current Report on Form 8-K (File No. 1-13006), dated March 28, 2001 and filed with the Commission on March 29, 2001, regarding the effectiveness of the merger between the Registrant and Security Banc Corporation, and all other reports filed with the Commission pursuant to the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2000. The description of the Registrant's common shares contained in the Registrant's Current Report on Form 8-K (File No. 1-13006) dated April 17, 1998 and filed with the Commission on April 21, 1998. Any definitive proxy statement or information statement filed pursuant to Section 14 of the Exchange Act and all documents which may be filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the completion of the offering contemplated under each of the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan and the Security Banc Corporation 1998 Stock Option Plan, shall also be deemed to be incorporated herein by reference and to be made a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Division (E) of Section 1701.13 of the Ohio Revised Code governs indemnification by an Ohio corporation and provides as follows: (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or II-1 3 is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following: (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; (b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code. (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against II-2 4 expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. (4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section; (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the shareholders; (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought. Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5)(a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an II-3 5 undertaking by or on behalf of the director in which he agrees to do both of the following: (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation. (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are II-4 6 incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6) or (7). (9) As used in division (E) of this section, "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. Article Five of the Regulations of the Registrant governs indemnification by the Registrant and provides as follows: Section 5.01. Mandatory Indemnification. The corporation shall indemnify any officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 5.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 5.02. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding: II-5 7 (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Licking County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02. Section 5.03. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. Section 5.04. Determination Required. Any indemnification required under Section 5.01 and not precluded under Section 5.02 shall be made by the corporation only upon a determination that such indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Licking County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, II-6 8 without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Licking County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination. Section 5.05. Advances for Expenses. Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) if it shall ultimately be determined as provided in Section 5.04 that he is not entitled to be indemnified by the corporation as provided under Section 5.01; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the corporation or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Licking County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 5.06. Article FIVE Not Exclusive. The indemnification provided by this Article FIVE shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders or disinterested II-7 9 directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 5.07. Insurance. The corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to trust funds, letters of credit, or self-insurance, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article FIVE. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. Section 5.08. Certain Definitions. For purposes of this Article FIVE, and as examples and not by way of limitation: (A) A person claiming indemnification under this Article FIVE shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and (B) References to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" within the meaning of that phrase as used in this Article FIVE. II-8 10 Section 5.09. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article FIVE may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Licking County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Licking County, Ohio in any such action, suit or proceeding. The Registrant has purchased insurance coverage which insures directors and officers against certain liabilities which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Index to Exhibits attached hereto at page II-13. Item 9. Undertakings. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed II-9 11 with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-10 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of Ohio, on the 23rd day of April, 2001. PARK NATIONAL CORPORATION By: /s/ C. Daniel DeLawder ------------------------------------- C. Daniel DeLawder President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on the 23rd day of April, 2001. NAME TITLE ---- ----- * Chairman of the Board and Director - ---------------------------------- William T. McConnell /s/ C. Daniel DeLawder President, Chief Executive Officer and - ---------------------------------- Director (Principal Executive Officer) C. Daniel DeLawder * Chief Financial Officer and Principal - ---------------------------------- Accounting Officer John W. Kozak * Director - ---------------------------------- Maureen Buchwald * Director - ---------------------------------- James J. Cullers * Director - ---------------------------------- Harry O. Egger II-11 13 NAME TITLE ---- ----- * Director - ---------------------------------- Dominick C. Fanello * Director - ---------------------------------- R. William Geyer * Director - ---------------------------------- Howard E. LeFevre * Director - ---------------------------------- Phillip T. Leitnaker * Director - ---------------------------------- James A. McElroy * Director - ---------------------------------- John J. O'Neill * Director - ---------------------------------- William A. Phillips * Director - ---------------------------------- J. Gilbert Reese * Director - ---------------------------------- Rick R. Taylor II-12 14 NAME TITLE ---- ----- * Director - ---------------------------------- John L. Warner - --------------------- *By C. Daniel DeLawder pursuant to Powers of Attorney executed by the directors and executive officers listed above, which Powers of Attorney have been filed with the Securities and Exchange Commission. /s/ C. Daniel DeLawder - ------------------------------------- C. Daniel DeLawder President and Chief Executive Officer II-13 15 INDEX TO EXHIBITS Exhibit No. Description of Exhibit 2 Agreement and Plan of Merger (excluding exhibits and schedules), dated as of November 20, 2000, by and between Registrant and Security Banc Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant's Pre-Effective Amendment No. 1 to Registration Statement on Form S-4 filed January 29, 2001 (Registration No. 33-53038)) *5 Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to Registrant *10(a) Security Banc Corporation 1987 Stock Option Plan *10(b) Security Banc Corporation 1995 Stock Option Plan *10(c) Security Banc Corporation 1998 Stock Option Plan *23(a) Consent of Ernst & Young LLP *23(b) Consent of Vorys, Sater, Seymour and Pease LLP, counsel to Registrant (Included in Exhibit No. 5) *24 Powers of Attorney - ------------------- *Filed herewith II-14 EX-5 2 l87831aex5.txt EXHIBIT 5 1 Exhibit 5 Opinion of Vorys, Sater, Seymour and Pease LLP 2 Exhibit 5 [VORYS, SATER, SEYMOUR AND PEASE LLP LETTERHEAD] April 23, 2001 Board of Directors Park National Corporation 50 North Third Street P.O. Box 3500 Newark, OH 43058-3500 Re: Registration Statement on Form S-8 under the Securities Act of 1933 ------------------------------------------------------- Members of the Board: We are familiar with the proceedings taken and proposed to be taken by Park National Corporation, an Ohio corporation (the "Company"), relating to (a) the assumption by the Company of the obligations of Security Banc Corporation, an Ohio corporation ("Security"), in respect of options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the Security Banc Corporation 1998 Stock Option Plan (collectively, the "Plans") as a result of the consummation of the merger transaction (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of November 20, 2000 (the "Merger Agreement"), between the Company and Security and (b) the issuance and sale by the Company from time to time of up to 49,776 common shares, without par value (the "Common Shares"), of the Company upon the exercise of options granted under the Plans which, as a result of the Merger, were converted from options to purchase common shares of Security to options to purchase Common Shares of the Company (the "Converted Options") as described in the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on the date hereof. The purpose of the Registration Statement is to register the 49,776 Common Shares issuable upon exercise of the Converted Options pursuant to the provisions of the Securities Act of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated by the SEC thereunder. In connection with the preparation of this opinion, we have examined and are familiar with each of the following: (a) the Registration Statement; (b) the Plans; (c) the Company's Articles of Incorporation, as currently in effect; (d) the Company's Regulations, as currently in effect; (e) the Merger Agreement; and (f) certain proceedings of the directors and of the shareholders of the Company. We have also relied upon such representations of the 3 Board of Directors Park National Corporation April 23, 2001 Page 2 Company and officers of the Company and such authorities of law as we have deemed relevant as a basis for this opinion. In our examinations and in rendering the opinion set forth below, we have assumed, without independent investigation or examination, (a) the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents; (b) that, with respect to documents executed by parties other than the Company, those parties had the power, corporate or otherwise, to enter into and perform all obligations thereunder and that those documents were duly authorized by all requisite action, corporate or otherwise, of those parties, that those documents were duly executed and delivered by those parties and that those documents are the valid and binding agreements of those parties; (c) that each of the Plans was duly authorized and approved by all requisite action, corporate or otherwise, of Security and that Security had the power, corporate or otherwise, to establish each of the Plans; and (d) that the Merger Agreement has been duly authorized, executed and delivered by Security and constitutes the valid and binding obligation of Security enforceable against Security in accordance with its terms. As to the facts material to our opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and of Security. We have relied solely upon the examinations and inquiries recited herein, and we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn. Based upon and subject to the foregoing and the further qualifications and limitations set forth below, as of the date hereof, we are of the opinion that after the 49,776 Common Shares of the Company to be registered under the Registration Statement have been issued and delivered by the Company, upon the exercise of the Converted Options against payment of the purchase price therefor, in accordance with the terms of the Plans as modified as a result of the Merger pursuant to the terms of the Merger Agreement, said Common Shares will be validly issued, fully paid and non-assessable, assuming compliance with applicable federal and state securities laws. We are members of the Bar of the State of Ohio and do not purport to be experts in the laws of any jurisdiction other than the laws of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting those laws, and the United States of America. This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Common Shares issuable upon exercise of the Converted 4 Board of Directors Park National Corporation April 23, 2001 Page 3 Options and the filing of the Registration Statement and any amendments thereto. This opinion may not be relied upon by any other person or assigned, quoted or otherwise used without our specific written consent. We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations promulgated by the SEC thereunder. Sincerely, /s/ VORYS, SATER, SEYMOUR AND PEASE LLP ---------------------------------------- VORYS, SATER, SEYMOUR AND PEASE LLP EX-10.A 3 l87831aex10-a.txt EXHIBIT 10(A) 1 Exhibit 10(a) Security Banc Corporation 1987 Stock Option Plan 2 SECURITY BANC CORPORATION 1987 STOCK OPTION PLAN 1. Name and Purpose. This Plan shall be known as the Security Banc Corporation 1987 Stock Option Plan (the "Plan"). The purpose of the Plan is to advance the interests of Security Banc Corporation (the "Corporation") by providing material incentive for the continued services of key employees and by attracting able personnel to employment with the Corporation and its Subsidiaries. The term "Subsidiary" as used herein means a subsidiary corporation of the Corporation as the term is defined in Section 425(f) of the Internal Revenue Code of 1986 (the "Code"). 2. Administration. The Plan shall be administered by the Board of Directors of the Corporation (the "Board"). The Board may establish, subject to the provisions of the Plan, such rules and regulations as it deems necessary for the proper administration of the Plan, and make such determinations and take such action in connection therewith or in relation to the Plan as it deems necessary or advisable, consistent with the Plan. 3. Eligibility. Regular full-time employees of the Corporation and its Subsidiaries who are key employees, including officers, whether or not directors of the Corporation, shall be eligible to participate in the Plan. Such employees are herein referred to as "Eligible Employees." Those directors who are not regular employees of the Corporation or its Subsidiaries are not eligible to participate in the Plan. 4. Shares Subject to Option. (a) The shares to be issued and delivered by the Corporation upon exercise of options granted under the Plan are the Corporation's common shares, 6.25 par value, which may be either authorized but unissued shares or treasury shares. (b) The aggregate number of common shares of the Corporation which may be issued under the Plan shall not exceed Twenty-Five thousand (25,000) shares; subject, however, to the adjustment provided in Paragraph 8 in the event of stock splits, stock dividends, exchanges of shares or the like occurring after the effective date of this Plan. No option may be granted under this Plan which could cause such maximum limit to be exceeded. (c) Common shares covered by an option which is no longer exercisable with respect to such shares shall again be available for issuance in connection with other options granted under this Plan. 5. Grant of Options. The Board may from time to time, in its discretion and subject to the provisions of the Plan, grant options to any or all Eligible Employees. Employees to whom options have been granted are herein referred to as "Optionees." Each option shall be embodied in an "Option Agreement" signed by the Optionee and the Corporation providing that the option shall be subject to the provisions of this Plan and containing such other provisions as the Board may prescribe not inconsistent with the Plan. 3 6. Terms and Conditions of Option. All options granted under the Plan shall contain such terms and conditions as the Board from time to time determines, subject to the foregoing and following limitations and requirements. (a) Form of Option: Incentive Options and Non-Qualified Options may be granted under this Plan. An "Incentive Option" shall mean an option granted under this Plan which is designated to be an incentive stock option under the provisions of Code Section 422A; and any provisions elsewhere in this Plan or in any such Incentive Option which would prevent such option from being an incentive stock option may be deleted and/or voided retroactively to the date of the granting of such option, by action of the Board. A "Non-Qualified Option" shall mean an option granted under this Plan which is not an incentive stock option under the provisions of Code Section 422A. Such Non-Qualified Option shall not be affected by any actions taken retroactively as provided above with respect to Incentive Options. (b) Option price: The option price per share shall not be less than 100% of the fair market value of the Corporation's common shares on the date the option is granted, as determined by the Board in a manner consistent with the requirements of the Code for incentive stock options. (c) 10% Shareholder: Notwithstanding any other provision of this Plan, with respect to an Incentive Option granted to an Optionee who, at the time such option is granted owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Corporation or its Subsidiaries, the option price per share shall be at least 110% of the fair market value of the common shares subject to the option and such option may not be exercised after the expiration of five years from the date the option is granted. (d) Period within which option may be exercised: Except as provided in Paragraph 9 below, not more than the following percentages of each option granted under this Plan may be exercised prior to the expiration of the following number of years after the effective date of the grant of such option: Percentage of option Years after effective shares eligible date of grant for exercise ------------- ------------ Less than 1 0% At least 1 but less than 2 20% At least 2 but less than 3 40% At least 3 but less than 4 60% At least 4 but less than 5 80% At least 5 100% No option may be exercised after the expiration of ten years from the date the option is granted. (e) Termination of option by reason of termination of employment: If an Optionee's employment with the Corporation and its Subsidiaries terminates, all options granted under this Plan to such Optionee which are not exercisable on the date of such termination of employment shall immediately terminate. Any remaining options shall terminate if not exercised 4 before the expiration of the following periods, or at such earlier time as may be applicable under paragraph 6(d) above: (i) seven (7) days following such termination of employment, if such termination was not as a result of death, disability (disability within the meaning of Code Section 105(d)(4)), or retirement of the Optionee; (ii) thirty (30) days following such termination of employment, if such termination of employment was because of retirement under the provisions of any retirement plan of the Corporation and/or any Subsidiary; or (iii) one (1) year following the date of death or commencement of disability, if the Optionee was an employee of the Corporation and/or any Subsidiary at the time of his death or the commencement of disability. (f) Non-transferability; Exception: Each option and all rights thereunder shall be exercisable during the Optionee's lifetime only by him and shall be non-assignable and non-transferable by the Optionee. In the event of the Optionee's death, such options and rights thereunder are transferable by his will or by the laws of descent and distribution. In the event the death of an Optionee occurs, the representative or representatives of his estate, or the person or persons who acquired (by bequest or inheritance) the rights to exercise his stock options granted under this Plan, may exercise any of the unexercised options in whole or in part prior to the expiration of the applicable exercise period, as specified in Paragraph 6(e) above. (g) More than one option granted to an Optionee: More than one option, and more than one form of option, may be granted to an Optionee under this Plan; provided, however, that the aggregate fair market value (determined as of the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by any Optionee during any calendar year (under this Plan and all such plans of the Corporation and any parent or subsidiary corporation) shall not exceed $100,000. A single option grant may include both an Incentive Option and a Non-Qualified Option. (h) Compliance with securities laws: Options granted and shares issued by the Corporation upon exercise of options shall be granted and issued only in full compliance with all applicable securities laws, including laws, rules and regulations of the Securities and Exchange Commission and applicable state Blue Sky laws. With respect thereto, the Board may impose such conditions on transfer, restrictions and limitations as it may deem necessary and appropriate to assure compliance with such applicable securities laws. 7. Method of Exercise. An option granted under this Plan that is eligible to be exercised may be exercised by written notice to the Board, signed by the Optionee, or by such other person as is entitled to exercise such option. The notice of exercise shall state the number of shares in respect of which the option is being exercised, and shall either be accompanied by the payment of the full option price for such shares, or shall fix a date (not more than ten business days from the date of such notice) for the payment of the full purchase price of the shares being purchased. All or any portion of the payment may be made by the transfer of common shares of the Corporation from the Optionee to the Corporation, to the extent permitted by law. Such shares shall be valued for this purpose at their fair market value on the date they are transferred to the Corporation as payment, 5 determined in the same manner as is provided in Paragraph 6(b) hereof. A certificate or certificates for the common shares of the Corporation purchased through the exercise of an option shall be issued in regular course after the exercise of the option and payment therefor. During the option period no person entitled to exercise any option granted under this Plan shall have any of the rights or privileges of a shareholder with respect to any shares issuable upon exercise of such option until certificates representing such shares shall have been issued and delivered. 8. Share Adjustments. In the event there is any change in the Corporation's common shares resulting from stock splits, stock dividends, combinations or exchange or shares, or other similar capital adjustments, equitable proportionate adjustments shall be made by the Board in (a) the number of shares available for option under this Plan, (b) the number of shares subject to options granted under this Plan, and (c) the option price of optioned shares. 9. Merger, Consolidation, or Sale of Assets. In the event any person, by any means of purchase or acquisition, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as in effect on December 15, 1987, or any successor provision thereto) of more than 50% of the outstanding shares of the Corporation's common stock, then with respect to each Optionee all Incentive Options and Non-Qualified Options which were outstanding at the time of such event shall immediately become exercisable in full. In the event of the execution of an agreement of reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not to be the surviving corporation (whether or not the Corporation shall be dissolved or liquidated) or the execution of an agreement of sale or transfer of all or substantially all of the assets of the Corporation, then with respect to each Optionee all Incentive Options and Non-Qualified Options which were outstanding at the time of such event shall immediately become exercisable in full, unless such agreement provides that the successor or transferee corporation shall continue this Plan and assume all obligations under this Plan in a manner consistent with Code Section 425(a) as amended or any successor section thereto. If the successor or transferee corporation does not obligate itself to continue this Plan as provided above, this Plan and the unexercised portions of all stock options granted pursuant to this Plan shall terminate as of the effective date of any such transaction. If practical, the Corporation shall give each Optionee notice of the execution of the agreement which has caused options to become immediately exercisable and twenty (20) days prior notice of the effective date of any possible transaction which would cause the options to terminate. 10. Amendment or Termination. The Board may terminate this Plan at any time, and may amend the Plan at any time or from time to time, without obtaining any approval of the Corporation's shareholders; except that the Plan may not be amended (a) to increase the aggregate number of shares issuable under the Plan (excepting proportionate adjustments made under Paragraph 8 to give effect to stock splits, etc.); (b) to change the option price of optioned stock (excepting proportionate adjustments made under Paragraph 8); (c) to change the requirement that the option price per share of common stock covered by an option granted under this plan not be less than 100% of the fair market value of the Corporation's common stock on the date such option is granted; (d) to extend the time within which options may be granted or the time within which a granted option may be exercised; or (e) to change, without the consent of the Optionee (or his, or his estate's, legal representative), any option previously granted to him under the Plan. If the Plan 6 is terminated, any unexercised option shall continue to be exercisable in accordance with its terms and the terms of this Plan, except as provided in Paragraph 9 above. 11. Corporation Responsibility. All expenses of this Plan, including the cost of maintaining records, shall be borne by the Corporation. The Corporation shall have no responsibility or liability (other than under applicable Securities Acts) for any act or thing done or left undone with respect to the price, time, quantity, or other conditions and circumstances of the purchase of shares under the terms of the Plan, so long as the Corporation acts in good faith. 12. Implied Consent of Optionees. Every Optionee, by his acceptance of an option under this Plan, shall be deemed to have consented to be bound, on his own behalf and on behalf of his heirs, assigns, and legal representatives, by all of the terms and conditions of this Plan. 13. No Effect on Employment Status. The fact that an employee has been granted an option under this Plan shall not limit or otherwise qualify the right of his employer to terminate his employment at any time. 14. Duration and Termination of the Plan. The Plan shall become effective on December 15, 1987, if approved and adopted by majority vote of the shareholders of the Corporation within twelve months after such date; and if not so approved and adopted, shall be of no force and effect. No option shall be granted under the Plan subsequent to December 14, 1997. EX-10.B 4 l87831aex10-b.txt EXHIBIT 10(B) 1 Exhibit 10(b) Security Banc Corporation 1995 Stock Option Plan 2 SECURITY BANC CORPORATION 1995 STOCK OPTION PLAN 1. Name and Purpose. This Plan shall be known as the Security Banc Corporation 1995 Stock Option Plan (the "Plan"). The purpose of the Plan is to advance the interests of Security Banc Corporation (the "Corporation") by providing material incentive for the continued services of key employees and by attracting able personnel to employment with the Corporation and its Subsidiaries. The term "Subsidiary" as used herein means a subsidiary corporation [as the term is defined in Section 425(f) of the Internal Revenue Code of 1986 (the "Code")] of the Corporation. 2. Administration. The Plan shall be administered by a committee of directors (the "Committee") designated by the Board of Directors of the Corporation, all of the members of which shall be "disinterested" to the extent required by Rule 16b-3 (or any successor provision) adopted by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Committee may establish, subject to the provisions of the Plan, such rules and regulations as it deems necessary for the proper administration of the Plan, and make such determinations and take such action in connection therewith or in relation to the Plan as it deems necessary or advisable, consistent with the Plan. 3. Eligibility. Regular full-time employees of the Corporation and its Subsidiaries who are key employees, including officers, whether or not directors of the Corporation, shall be eligible to participate in the Plan. Such employees are herein referred to as "Eligible Employees." Those directors who are not regular employees of the Corporation or a Subsidiary are not eligible to participate in the Plan. 4. Shares Subject to Option. (a) The shares to be issued and delivered by the Corporation upon exercise of options granted under the Plan are the Corporation's common shares, which may be either authorized but unissued shares or treasury shares. (b) The aggregate number of common shares of the Corporation which may be issued under the Plan shall not exceed 20,000; subject, however, to the adjustment provided in Paragraph 8 in the event of stock splits, stock dividends, exchanges of shares or the like occurring after adoption of this Plan by the Board of Directors of the Corporation. No option may be granted under this Plan which could cause such maximum limit to be exceeded. (c) Common shares covered by an option which is no longer exercisable with respect to such shares shall again be available for issuance in connection with other options granted under this Plan. 3 5. Grant of Options. The Committee from time to time, in its discretion and subject to the provisions of the Plan, may grant options to any or all Eligible Employees. An Eligible Employee to whom an option has been granted is referred to herein as an "Optionee." Each option shall be evidenced by an "Option Agreement," signed by the Optionee and the Corporation, which shall provide that the option shall be subject to the provisions of this Plan and shall contain such other provisions as the Committee may prescribe not inconsistent with this Plan. 6. Terms and Conditions of Option. All options granted under this Plan shall contain such terms and conditions as the Committee determines at the time of grant, subject to the foregoing and following limitations and requirements. (a) Form of Option. Incentive Options and Non-Qualified Options may be granted under this Plan. "Incentive Option" means an option granted under this Plan which is designated to be an incentive stock option under the provisions of Section 422 of the Code; and any provisions elsewhere in this Plan or in the Option Agreement for an Incentive Option which would prevent such option from being an incentive stock option under the provisions of Section 422 of the Code may be deleted and/or voided retroactively to the date of the granting of such option, by action of the Committee. "Non-Qualified Option" means an option granted under this Plan which is not an incentive stock option under the provisions of Section 422 of the Code. Non-Qualified Options shall not be affected by any actions taken retroactively as provided above with respect to Incentive Options. (b) Option Price. The option price per share shall not be less than one hundred percent (100%) of the fair market value of a common share of the Corporation on the date the option is granted, as determined by the Committee in a manner consistent with the requirements of the Code for incentive stock options. (c) Ten Percent (10%) Shareholder. Notwithstanding any other provisions of this Plan, with respect to an Incentive Option granted to an Optionee who, at the time such option is granted, possesses, directly or indirectly, more than ten percent (10%) of the voting power of all classes of capital shares of the Corporation, any Subsidiary or any parent of the Corporation, the option price per share shall be at least one hundred ten percent (110%) of the fair market value of a common share of the Corporation, determined as provided in Paragraph 6(b) above, and such option shall expire five (5) years from the date the option is granted. (d) Period Within Which Option May Be Exercised. Subject to Paragraph 6(c) above, at the time an option is granted, the Committee shall specify the maximum term during which the option may be exercised and may provide for such other terms, restrictions, conditions and limitations on the exercise of the option (including, without limitation, provisions that provide the option may be exercised in full or in part only after the passage of a specified period or periods of time or only if specified conditions have been satisfied), if any, as it may deem appropriate. 4 Notwithstanding any other provision of this Plan, however, no option may be exercised after the expiration of ten (10) years from the date the option is granted. (e) Termination of Option By Reason of Termination of Employment. If an Optionee's employment with the Corporation and its Subsidiaries terminates, all options granted under this Plan to such Optionee which are not exercisable on the date of such termination of employment shall immediately terminate. Any remaining options held by such Optionee also shall terminate if not exercised before the expiration of the following periods, at such earlier time as the option may expire by its terms: (i) seven (7) days following the Optionee's termination of employment, if such termination was not as a result of the death or disability of the Optionee or the retirement of the Optionee under the provisions of any retirement plan of the Corporation and/or any Subsidiary; (ii) thirty (30) days following the Optionee's termination of employment, if such termination was as a result of the retirement of the Optionee under the provisions of any retirement plan of the Corporation and/or any Subsidiary; or (iii) one (1) year following the Optionee's termination of employment, if such termination was as a result of the death or disability of the Optionee. (f) Transferability. Each option shall be transferable by the Optionee only to the extent specified by the Committee at the time the option is granted and then only to the extent permitted by applicable law (including, without limitation, the Code). (g) More Than One (1) Option Granted To An Optionee. More than one (1) option, and more than one (1) form of option, may be granted to an Optionee under this Plan; provided, however, that the aggregate fair market value (determined as of the time the option is granted as provided in Paragraph 6(b) above) of the common shares with respect to which incentive stock options are exercisable for the first time by any Optionee during any calendar year under this Plan and all other plans of the Corporation, any Subsidiary and any parent corporation shall not exceed one hundred thousand dollars ($100,000), or such other maximum amount as may be permitted from time to time by the Code. To the extent that the foregoing limitation would be exceeded by all or part of an Incentive Option, the excess portion shall constitute a Non-Qualified Option and not an Incentive Option. A single option grant may include both an Incentive Option and a Non-Qualified Option. 5 (h) Compliance With Securities Laws. Options granted and shares issued by the Corporation upon exercise of options shall be granted and issued only in full compliance with all applicable securities laws, including laws, rules and regulations of the Securities and Exchange Commission and applicable state Blue Sky laws. With respect thereto, the Committee may impose such conditions on transfers, restrictions and limitations as it may deem necessary and appropriate to assure compliance with such applicable securities laws. 7. Method of Exercise. An option granted under this Plan that is eligible to be exercised may be exercised by written notice given to the Committee, signed by the Optionee or by such other person as is entitled to exercise such option. The notice of exercise shall state the number of common shares in respect of which the option is being exercised and shall either be accompanied by payment of the full option price for such common shares or shall fix a date (not more than ten (10) business days from the date of such notice) for the payment of the full purchase price of the common shares being purchased. All or any portion of the option price may be paid by the transfer of common shares of the Corporation from the Optionee to the Corporation, to the extent permitted by law. Such shares shall be valued for this purpose at their fair market value on the date they are transferred to the Corporation as payment, determined in the same manner as is provided in Paragraph 6(b). A certificate or certificates for the common shares purchased through the exercise of an option shall be issued in regular course after the exercise of the option and payment therefor. No Optionee shall have any of the rights or privileges of a shareholder with respect to any common shares issuable upon exercise of an option until the option is duly exercised and certificates representing such shares have been issued. 8. Share Adjustments. In the event there is any change in the Corporation's common shares resulting from stock splits, stock dividends, combinations, recapitalizations or exchanges of shares or other similar capital adjustments, the Committee shall make equitable proportionate adjustments in: (a) the number of common shares remaining available for option under this Plan, (b) the number of common shares subject to options granted under this Plan, and (c) the option price of outstanding options granted under this Plan. 9. Merger, Consolidation, or Sale of Assets. Unless otherwise determined by the Committee at the time an option is granted, upon the occurrence of a Change of Control (as hereinafter defined), each outstanding option granted under the Plan shall become exercisable in full notwithstanding any vesting schedule or other similar limitation on the right of the Optionee to exercise such option. For purposes of this Plan, "Change of Control" means a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14 of Regulation 14A adopted under the Exchange Act or any similar successor disclosure provisions. Without limiting the foregoing, a "Change of Control" shall be deemed to have occurred if: 6 (i) any "person," as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act (excluding, for this purpose, the Corporation or any Subsidiary or any employee benefit plan of the Corporation or any Subsidiary), including any "group" of persons, becomes the beneficial owner (as determined in accordance with Rule 13d-3 adopted under the Exchange Act), directly or indirectly, of securities of the Corporation which, together with any other securities of the Corporation theretofore directly or indirectly beneficially owned by such person, represent twenty percent (20%) or more of the combined voting power of the Corporation's then outstanding securities; (ii) at any election or series of elections, persons not proposed for nomination or nominated by the Board of Directors of the Corporation are elected as directors of the Corporation and together constitute twenty percent (20%) or more of the number of directors of the Corporation; or (iii) any person or group solicits and receives valid proxies for the election of directors in opposition to the nominees of the Board of Directors of the Corporation representing an aggregate of twenty percent (20%) or more of the combined voting power of the Corporation's then outstanding securities. 10. Authority of the Committee with Respect to Outstanding Options. (a) Subject to the limitations set forth in Paragraph 6 with respect to the maximum term of any option, the Committee may waive or modify at any time, either before or after the granting of an option, any condition, limitation or restriction with respect to the exercise of such option imposed by or pursuant to this Plan in such circumstances as the Committee may, in its discretion, deem appropriate; provided, however, that any such waiver or modification with respect to an outstanding option shall be subject to the same limitations applicable to amendments to outstanding options, as set forth in Paragraph 10(c) below. (b) The Committee, in its sole discretion, may authorize the payment to an Optionee at any time, but only with the consent of the Optionee, in exchange for the cancellation of all or a part of an option, of cash in an amount not to exceed the difference between the aggregate fair market value on the effective date of such cancellation of the common shares with respect to which the option is being cancelled (determined in the same manner as provided in Paragraph 6(b) above) and the aggregate option price of such shares. (c) Subject to the other terms and provisions of this Plan, the Committee may amend any outstanding option; provided, however, that (i) no such amendment may reduce the option price of the option (except to set forth an adjustment in the option price made pursuant to Paragraph 8 above) or extend the maximum term during which the option, if fully vested, may be exercised, and (ii) if the amendment would adversely affect the rights of the Optionee, the consent of the Optionee to such amendment must be obtained. 7 11. Amendment and Termination (a) The Board of Directors of the Company from time to time may amend this Plan in such respects as it may deem advisable; provided, however, that any such amendment must be approved by the holders of the outstanding common shares of the Corporation by such vote (if any) as then may be required by, and otherwise in compliance with, applicable federal and state law (including Rule 16b-3 or any successor provision adopted under the Exchange Act) and the requirements of any stock exchange or other trading system upon which the common shares of the Corporation then may be listed. (b) The Board of Directors may terminate this Plan at anytime. (c) No amendment to this Plan nor the termination of this Plan shall adversely affect any option outstanding at the time of such amendment or termination without the consent of the Optionee holding such option, and all such outstanding options shall remain in full force and effect as if the Plan had not been adversely amended or terminated. 12. Corporation's Responsibility. All expenses of this Plan, including the cost of maintaining records, shall be borne by the Corporation. The Corporation shall have no responsibility or liability for any act or thing done or left undone with respect to the price, time, quantity, or other conditions and circumstances of the purchase of common shares under the terms of this Plan, so long as the Corporation acts in good faith. 13. Implied Consent of Optionees. Every Optionee, by his acceptance of an option under this Plan, shall be deemed to have consented to be bound, on his own behalf and on behalf of his heirs, assigns, and legal representatives, by all of the terms and conditions of this Plan. 14. No Effect on Employment Status. The fact that an employee has been granted an option under this Plan shall not limit or otherwise qualify the right of his employer to terminate his employment at any time. 15. Saving Provision. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or any successor rule adopted under the Exchange Act. To the extent any provision of this Plan or any action by the Board of Directors of the Corporation or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board of Directors of the Corporation or the Committee. 16. Shareholder Approval and Term of Plan. (a) The Plan shall become effective upon approval by the affirmative vote of the holders of a majority of the common shares entitled to vote thereon held by shareholders present in person or by proxy at a meeting of the shareholders at which a quorum is present. (b) No options shall be granted under this Plan after April 18, 2005 or after such earlier date as this Plan may be terminated in accordance with Paragraph 11. EX-10.C 5 l87831aex10-c.txt EXHIBIT 10(C) 1 Exhibit 10(c) Security Banc Corporation 1998 Stock Option Plan 2 SECURITY BANC CORPORATION 1998 STOCK OPTION PLAN 1. Name and Purpose. This Plan shall be known as the Security Banc Corporation 1998 Stock Option Plan (the "Plan"). The purpose of the Plan is to advance the interests of Security Banc Corporation (the "Corporation") by providing material incentive for the continued services of key employees and by attracting able personnel to employment with the Corporation and its Subsidiaries. The term "Subsidiary" as used herein means a subsidiary corporation (as the term is defined in Section 425(f) of the Internal Revenue Code of 1986 (the "Code")) of the Corporation. 2. Administration. The Plan shall be administered by a committee of directors (the "Committee") designated by the Board of Directors of the Corporation. The Committee may establish, subject to the provisions of the Plan, such rules and regulations as it deems necessary for the proper administration of the Plan, and make such determinations and take such action in connection therewith or in relation to the Plan as it deems necessary or advisable, consistent with the Plan. 3. Eligibility. Officers and other employees of the Corporation or any Subsidiary who are designated by the Committee as eligible to participate in the Plan ("Eligible Employees") shall be eligible to participate in the Plan and receive options granted under the Plan. 4. Shares Subject to Option. (a) The shares to be issued and delivered by the Corporation upon exercise of options granted under the Plan are the Corporation's common shares, which may be either authorized but unissued shares or treasury shares. (b) The aggregate number of common shares of the Corporation which may be issued under the Plan shall not exceed 60,000; subject, however, to the adjustment provided in Paragraph 8 in the event of stock splits, stock dividends, exchanges of shares or the like occurring after adoption of this Plan by the Board of Directors of the Corporation. No option may be granted under this Plan which could cause such maximum limit to be exceeded. (c) Common shares covered by an option which is no longer exercisable with respect to such shares shall again be available for issuance in connection with other options granted under this Plan. 5. Grant of Options. The Committee from time to time, in its discretion and subject to the provisions of the Plan, may grant options to any or all Eligible Employees. An Eligible Employee to whom an option has been granted is referred to herein as an "Optionee." Each option shall be evidenced by an "Option Agreement," signed by the Optionee and the Corporation, which shall provide that the option shall be subject to the provisions of this Plan and shall contain such other provisions as the Committee may prescribe not inconsistent with this Plan. 3 6. Terms and Conditions of Option. All options granted under this Plan shall contain such terms and conditions as the Committee determines at the time of grant, subject to the foregoing and following limitations and requirements. (a) Form of Option. Incentive Options and Non-Qualified Options may be granted under this Plan. "Incentive Option" means an option granted under this Plan which is designated to be an incentive stock option under the provisions of Section 422 of the Code; and any provisions elsewhere in this Plan or in the Option Agreement for an Incentive Option which would prevent such option from being an incentive stock option under the provisions of Section 422 of the Code may be deleted and/or voided retroactively to the date of the granting of such option, by action of the Committee. "Non-Qualified Option" means an option granted under this Plan which is not an incentive stock option under the provisions of Section 422 of the Code. Non-Qualified Options shall not be affected by any actions taken retroactively as provided above with respect to Incentive Options. (b) Option Price. The option price per share shall not be less than 100% of the fair market value of a common share of the Corporation on the date the option is granted, as determined by the Committee in a manner consistent with the requirements of the Code for incentive stock options. (c) 10% Shareholder. Notwithstanding any other provisions of this Plan, with respect to an Incentive Option granted to an Optionee who, at the time such option is granted, possesses, directly or indirectly, more than 10% of the voting power of all classes of capital shares of the Corporation, any Subsidiary or any parent of the Corporation, the option price per share shall be at least 110% of the fair market value of a common share of the Corporation, determined as provided in Paragraph 6(b) above, and such option shall expire five years from the date the option is granted. (d) Period within which option may be exercised. Subject to Paragraph 6(c) above, at the time an option is granted, the Committee shall specify the maximum term during which the option may be exercised and may provide for such other terms, restrictions, conditions and limitations on the exercise of the option (including, without limitation, provisions that provide the option may be exercised in full or in part only after the passage of a specified period or periods of time or only if specified conditions have been satisfied), if any, as it may deem appropriate. Notwithstanding any other provision of this Plan, however, no option may be exercised after the expiration of ten years from the date the option is granted. (e) Termination of option by reason of termination of employment. If an Optionee's employment with the Corporation and its Subsidiaries terminates, all options granted under this Plan to such Optionee which are not exercisable on the date of such termination of employment shall immediately terminate. Any remaining options held by such Optionee also shall terminate if not exercised before the expiration of the following periods, or at such earlier time as the option may expire by its terms: (i) seven days following the Optionee's termination of employment, if such termination was not as a result of the death or disability of the Optionee or the retirement of the Optionee under the provisions of any retirement plan of the Corporation and/or any Subsidiary; 4 (ii) 30 days following the Optionee's termination of employment, if such termination was as a result of the retirement of the Optionee under the provisions of any retirement plan of the Corporation and/or any Subsidiary; or (iii) one year following the Optionee's termination of employment, if such termination was as a result of the death or disability of the Optionee. (f) Transferability. Each option shall be transferable by the Optionee only to the extent specified by the Committee at the time the option is granted and then only to the extent permitted by applicable law (including, without limitation, the Code). (g) More than one option granted to an Optionee. More than one option, and more than one form of option, may be granted to an Optionee under this Plan; provided, however, that the aggregate fair market value (determined as of the time the option is granted as provided in Paragraph 6(b) above) of the common shares with respect to which incentive stock options are exercisable for the first time by any Optionee during any calendar year under this Plan and all other plans of the Corporation, any Subsidiary and any parent corporation shall not exceed $100,000, or such other maximum amount as may be permitted from time to time by the Code. To the extent that the foregoing limitation would be exceeded by all or part of an Incentive Option, the excess portion shall constitute a Non-Qualified Option and not an Incentive Option. A single option grant may include both an Incentive Option and a Non-Qualified Option. (h) Compliance with securities laws. Options granted and shares issued by the Corporation upon exercise of options shall be granted and issued only in full compliance with all applicable securities laws, including laws, rules and regulations of the Securities and Exchange Commission and applicable state Blue Sky laws. With respect thereto, the Committee may impose such conditions on transfer, restrictions and limitations as it may deem necessary and appropriate to assure compliance with such applicable securities laws. 7. Method of Exercise. An option granted under this Plan that is eligible to be exercised may be exercised by written notice given to the Committee, signed by the Optionee or by such other person as is entitled to exercise such option. The notice of exercise shall state the number of common shares in respect of which the option is being exercised and shall either be accompanied by payment of the full option price for such common shares or shall fix a date (not more than ten business days from the date of such notice) for the payment of the full purchase price of the common shares being purchased. All or any portion of the option price may be paid by the transfer of common shares of the Corporation from the Optionee to the Corporation, to the extent permitted by law. Such shares shall be valued for this purpose at their fair market value on the date they are transferred to the Corporation as payment, determined in the same manner as is provided in Paragraph 6(b). A certificate or certificates for the common shares purchased through the exercise of an option shall be issued in regular course after the exercise of the option and payment therefor. No Optionee shall have any of the rights or privileges of a shareholder with respect to any common shares issuable upon exercise of an option until the option is duly exercised and certificates representing such shares have been issued. 8. Share Adjustments. In the event there is any change in the Corporation's common shares resulting from stock splits, stock dividends, combinations, recapitalizations or exchanges of shares or other similar capital adjustments, the Committee shall make equitable 5 proportionate adjustments in: (a) the number of common shares remaining available for option under this Plan, (b) the number of common shares subject to options granted under this Plan, and (c) the option price of outstanding options granted under this Plan. 9. Merger, Consolidation, or Sale of Assets. Unless otherwise determined by the Committee at the time an option is granted, upon the occurrence of a Change of Control (as hereinafter defined), each outstanding option granted under the Plan shall become exercisable in full notwithstanding any vesting schedule or other similar limitation on the right of the Optionee to exercise such option. For purposes of this Plan, "Change of Control" means a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14 of Regulation 14A adopted under the Exchange Act or any similar successor disclosure provisions. Without limiting the foregoing, a "Change of Control" shall be deemed to have occurred if: (i) any "person," as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act (excluding, for this purpose, the Corporation or any Subsidiary or any employee benefit plan of the Corporation or any Subsidiary), including any "group" of persons, becomes the beneficial owner (as determined in accordance with Rule 13d-3 adopted under the Exchange Act), directly or indirectly, of securities of the Corporation which, together with any other securities of the Corporation theretofore directly or indirectly beneficially owned by such person, represent 20% or more of the combined voting power of the Corporation's then outstanding securities; (ii) at any election or series of elections, persons not proposed for nomination or nominated by the Board of Directors of the Corporation are elected as directors of the Corporation and together constitute 20% or more of the number of directors of the Corporation; or (iii) any person or group solicits and receives valid proxies for the election of directors in opposition to the nominees of the Board of Directors of the Corporation representing an aggregate of 20% or more of the combined voting power of the Corporation's then outstanding securities. 10. Authority of the Committee with Respect to Outstanding Options. (a) Subject to the limitations set forth in Paragraph 6 with respect to the maximum term of any option, the Committee may waive or modify at any time, either before or after the granting of an option, any condition, limitation or restriction with respect to the exercise of such option imposed by or pursuant to this Plan in such circumstances as the Committee may, in its discretion, deem appropriate; provided, however, that any such waiver or modification with respect to an outstanding option shall be subject to the same limitations applicable to amendments to outstanding options, as set forth in Paragraph 10(c) below. (b) Subject to the other terms and provisions of this Plan, the Committee may amend any outstanding option; provided, however, that (i) no such amendment may reduce the option price of the option (except to set forth an adjustment in the option price made pursuant to Paragraph 8 above) or extend the maximum term during which the option, if fully vested, may be exercised, and (ii) if the amendment would adversely affect the rights of the Optionee, the consent of the Optionee to such amendment must be obtained. 11. Amendment and Termination. (a) The Board of Directors of the Company from time to time may amend this Plan in such respects as it may deem advisable; provided, however, that any such amendment must be approved by the holders of the outstanding common shares of the Corporation by such vote 6 (if any) as then may be required by, and otherwise in compliance with, applicable federal and state law (including Rule 16b-3 or any successor provision adopted under the Exchange Act) and the requirements of any stock exchange or other trading system upon which the common shares of the Corporation then may be listed. (b) The Board of Directors may terminate this Plan at any time. (c) No amendment to this Plan nor the termination of this Plan shall adversely affect any option outstanding at the time of such amendment or termination without the consent of the Optionee holding such option, and all such outstanding options shall remain in full force and effect as if the Plan had not been adversely amended or terminated. 12. Corporation's Responsibility. All expenses of this Plan, including the cost of maintaining records, shall be borne by the Corporation. The Corporation shall have no responsibility or liability for any act or thing done or left undone with respect to the price, time, quantity, or other conditions and circumstances of the purchase of common shares under the terms of this Plan, so long as the Corporation acts in good faith. 13. Implied Consent of Optionees. Every Optionee, by his acceptance of an option under this Plan, shall be deemed to have consented to be bound, on his own behalf and on behalf of his heirs, assigns, and legal representatives, by all of the terms and conditions of this Plan. 14. No Effect on Employment Status. The fact that an employee has been granted an option under this Plan shall not limit or otherwise qualify the right of his employer to terminate his employment at any time. 15. Saving Provision. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or any successor rule adopted under the Exchange Act. To the extent any provision of this Plan or any action by the Board of Directors of the Corporation or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board of Directors of the Corporation or the Committee. 16. Shareholder Approval and Term of Plan. (a) The Plan shall become effective upon approval by the affirmative vote of the holders of a majority of the outstanding common shares of the Corporation. By adopting the Plan by such vote, the holders of the Corporation's common shares waive preemptive rights with respect to the Shares issuable upon exercise of options granted under the Plan, in accordance with Section 1701.15(A)(8) of the Ohio Revised Code. (b) No options shall be granted under this Plan after April 21, 2008 or after such earlier date as this Plan may be terminated in accordance with Paragraph 11. EX-23.A 6 l87831aex23-a.txt EXHIBIT 23(A) 1 Exhibit 23(a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to common shares of Park National Corporation to be offered under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan and the Security Banc Corporation 1998 Stock Option Plan of our report dated January 16, 2001, with respect to the consolidated financial statements of Park National Corporation incorporated by reference in its Annual Report (Form 10-K) for the fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission. Columbus, Ohio April 23, 2001 EX-24 7 l87831aex24.txt EXHIBIT 24 1 Exhibit 24 Powers of Attorney of Directors and Executive Officers of Park National Corporation 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ William T. McConnell ------------------------------ William T. McConnell 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ C. Daniel DeLawder -------------------------- C. Daniel DeLawder 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ John W. Kozak -------------------------------- John W. Kozak 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the 16th day of April, 2001. /s/ Maureen Buchwald ------------------------------ Maureen Buchwald 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ James J. Cullers -------------------------------- James J. Cullers 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ Harry O. Egger ------------------------------ Harry O. Egger 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ Dominick C. Fanello -------------------------------- Dominick C. Fanello 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ R. William Geyer ------------------------------- R. William Geyer 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ Howard E. LeFevre --------------------------- Howard E. LeFevre 11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ Phillip T. Leitnaker --------------------------------- Phillip T. Leitnaker 12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ James A. McElroy -------------------------------- James A. McElroy 13 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ John J. O'Neill ----------------------------- John J. O'Neill 14 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ William A. Phillips -------------------------------- William A. Phillips 15 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ J. Gilbert Reese ------------------------------- J. Gilbert Reese 16 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ Rick R. Taylor ------------------------------ Rick R. Taylor 17 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Park National Corporation, an Ohio corporation (the "Company"), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of certain of its common shares for offering and sale pursuant to options granted under the Security Banc Corporation 1987 Stock Option Plan, the Security Banc Corporation 1995 Stock Option Plan, and the 1998 Security Banc Corporation Stock Option Plan, which plans are to be assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of November 20, 2000, between the Company and Security Banc Corporation, hereby constitutes and appoints William T. McConnell, C. Daniel DeLawder, David C. Bowers and John W. Kozak, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign both the Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, and any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the American Stock Exchange, and grants unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 16th day of April, 2001. /s/ John L. Warner ---------------------------------- John L. Warner -----END PRIVACY-ENHANCED MESSAGE-----