10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 1-13006

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	31-1179518
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 North Third Street, Newark, Ohio 43055

(Address of principal executive offices) (Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ           No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o           No þ

13,982,398 Common shares, no par value per share, outstanding at April 27, 2006.

Page 1 of 34

PARK NATIONAL CORPORATION

CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		3-17
Consolidated Condensed Balance Sheets as of March 31, 2006 and December 31, 2005 (unaudited)		3
Consolidated Condensed Statements of Income for the Three Months Ended March 31, 2006 and 2005 (unaudited)		4-5
Consolidated Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2006 and 2005 (unaudited)		6
Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (unaudited)		7-8
Notes to Consolidated Financial Statements		9-17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18-28
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28-29
PART II. OTHER INFORMATION		30-33
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30-31
Item 3. Defaults Upon Senior Securities		31
Item 4. Submission of Matters to a Vote of Security Holders		31-32
Item 5. Other Information		33
Item 6. Exhibits		33
SIGNATURES		34
EX-3.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

-2-

PARK NATIONAL CORPORATION

Consolidated Condensed Balance Sheets (Unaudited)

(dollars in thousands)

	March 31,			December 31,
	2006			2005
Assets:
Cash and due from banks	$	146,389		$	169,690
Money market instruments		10,052			4,283
Interest bearing deposits		300			300
Securities available-for-sale, at fair value (amortized cost of $1,472,218 and $1,424,955 at March 31, 2006 and December 31, 2005)		1,433,326			1,409,351
Securities held-to-maturity, at amortized cost (fair value approximates $181,499 and $190,425 at March 31, 2006 and December 31, 2005)		191,171			195,953
Other investment securities		58,777			58,038
Loans (net of unearned interest)		3,318,314			3,328,112
Allowance for loan losses		69,695			69,694
Net loans		3,248,619			3,258,418
Bank premises and equipment, net		47,149			47,172
Bank owned life insurance		110,631			109,600
Goodwill and other intangible assets		68,551			69,188
Other assets		129,480			114,055
Total assets	$	5,444,445		$	5,436,048
Liabilities and Stockholders’ Equity:
Deposits:
Noninterest bearing	$	654,689		$	667,328
Interest bearing		3,179,250			3,090,429
Total deposits		3,833,939			3,757,757
Short-term borrowings		410,440			314,074
Long-term debt		578,872			714,784
Other liabilities		76,233			91,003
Total liabilities		4,899,484			4,877,618
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized; 15,272,258 shares issued in 2006 and 15,271,574 shares issued in 2005)		208,405			208,365
Retained earnings		487,816			476,889
Treasury stock (1,263,339 shares in 2006 and 1,178,948 shares in 2005)		(125,980	)		(116,681	)
Accumulated other comprehensive income (loss), net of taxes		(25,280	)		(10,143	)
Total stockholders’ equity		544,961			558,430
Total liabilities and stockholders’ equity	$	5,444,445		$	5,436,048

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-3-

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Income (Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended
	March 31,
	2006		2005
Interest and dividends income:
Interest and fees on loans	$	59,933	$	52,240
Interest and dividends on:
Obligations of U.S. Government, its agencies and other securities		19,564		21,444
Obligations of states and political subdivisions		977		1,174
Other interest income		122		101
Total interest and dividends income		80,596		74,959
Interest expense:
Interest on deposits:
Demand and savings deposits		5,004		2,968
Time deposits		12,316		9,337
Interest on borrowings:
Short-term borrowings		3,125		1,391
Long-term debt		6,732		6,818
Total interest expense		27,177		20,514
Net interest income		53,419		54,445
Provision for loan losses		—		1,082
Net interest income after provision for loan losses		53,419		53,363
Other income:
Income from fiduciary activities		3,276		2,927
Service charges on deposit accounts		4,463		4,073
Other service income		2,727		2,343
Other		4,927		4,769
Total other income		15,393		14,112
Gain (loss) on sale of securities		—		—

Continued

-4-

PARK NATIONAL CORPORATION
Consolidated Condensed Statements of Income (Unaudited)
(Continued)

(dollars in thousands, except per share data)

	Three Months Ended
	March 31,
	2006		2005
Other expense:
Salaries and employee benefits	$	20,046	$	20,001
Occupancy expense		2,262		2,280
Furniture and equipment expense		1,336		1,368
Other expense		11,368		10,755
Total other expense		35,012		34,404
Income before federal income taxes		33,800		33,071
Federal income taxes		9,993		9,729
Net income	$	23,807	$	23,342
Per Share:
Net income:
Basic	$	1.70	$	1.63
Diluted	$	1.69	$	1.61
Weighted average
Basic		14,034,360		14,331,261
Diluted		14,095,895		14,475,634
Cash dividends declared	$	0.92	$	0.90

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-5-

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Changes in Stockholders’ Equity (Unaudited)

(dollars in thousands, except share data)

Three Months ended March 31, 2006 and 2005

										Accumulated
							Treasury			Other
	Common			Retained			Stock			Comprehensive			Comprehensive
	Stock			Earnings			at Cost			Income (loss)			Income
BALANCE AT DECEMBER 31, 2004	$	208,251		$	433,260		($	91,392	)	$	12,442
Net Income					23,342									$    23,342
Accumulated other comprehensive income (loss), net of tax:
Unrealized net holding loss on securities available-for-sale, net of taxes ($10,007)											(18,593	)		(18,593	)
Total comprehensive income														$      4,749
Cash dividends on common stock at $.90 per share					(12,902	)
Shares issued for stock options - 1,506		49
Tax benefit from exercise of stock options		46
Treasury stock purchased - 1,587 shares								(176	)
Treasury stock reissued for stock options - 22,646 shares								1,976
BALANCE AT MARCH 31, 2005	$	208,346		$	443,700		($	89,592	)	($	6,151	)
BALANCE AT DECEMBER 31, 2005	$	208,365		$	476,889		($	116,681	)	($	10,143	)
Net Income					23,807									$   23,807
Accumulated other comprehensive income (loss), net of tax:
Unrealized net holding loss on securities available-for-sale, net of taxes ($8,151)											(15,137	)		(15,137	)
Total comprehensive income														$     8,670
Cash dividends on common stock at $.92 per share					(12,880	)
Cash payment for fractional shares in dividend reinvestment plan		(2	)
Shares issued for stock options - 684		24
Tax benefit from exercise of stock options		18
Treasury stock purchased - 96,427 shares								(10,231	)
Treasury stock reissued for stock options - 12,036 shares								932
BALANCE AT MARCH 31, 2006	$	208,405		$	487,816		($	125,980	)	($	25,280	)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-6-

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Cash Flows (Unaudited)

(dollars in thousands)

	Three Months Ended
	March 31,
	2006			2005
Operating activities:
Net income	$	23,807		$	23,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion and amortization		58			104
Provision for loan losses		—			1,082
Stock dividends on Federal Home Loan Bank stock		(739	)		(548	)
Amortization of core deposit intangibles		637			637
Changes in assets and liabilities:
Increase in other assets		(8,305	)		(5,807	)
Decrease in other liabilities		(1,770	)		(7,546	)
Net cash provided from operating activities		13,688			11,264
Investing activities:
Proceeds from maturity of:
Available-for-sale securities		79,787			92,068
Held-to-maturity securities		4,782			8,639
Purchases of:
Available-for-sale securities		(126,527	)		(24,107	)
Held-to-maturity securities		—			(187,420	)
Net increase in other investments		—			(1,575	)
Net decrease in interest bearing deposits with other banks		—			498
Net decrease in loans		10,639			26,573
Loans sold with branch office		—			5,273
Cash paid for acquisition, net		—			(39,227	)
Purchases of premises and equipment, net		(1,399	)		(1,383	)
Net cash used by investing activities		(32,718	)		(120,661	)

Continued

-7-

PARK NATIONAL CORPORATION
Consolidated Condensed Statements of Cash Flows (Unaudited)
(Continued)

(dollars in thousands)

	Three Months Ended
	March 31,
	2006			2005
Financing activities:
Net increase in deposits	$	76,182		$	25,315
Deposits sold with branch office		—			(12,419	)
Net increase in short-term borrowings		96,366			23,839
Proceeds from exercise of stock options		974			2,071
Purchase of treasury stock		(10,231	)		(176	)
Cash payment for fractional shares in dividend reinvestment plan		(2	)		—
Long-term debt issued		—			100,939
Repayment of long-term debt		(135,912	)		(7,965	)
Cash dividends paid		(25,879	)		(25,790	)
Net cash provided from financing activities		1,498			105,814
Decrease in cash and cash equivalents		(17,532	)		(3,583	)
Cash and cash equivalents at beginning of year		173,973			161,829
Cash and cash equivalents at end of period	$	156,441		$	158,246
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	26,859		$	20,090
Income taxes	$	0		$	0
Summary of business acquisition:
Fair value of assets acquired				$	185,372
Cash paid for purchase of First Clermont Bank					(52,500	)
Fair value of liabilities assumed					161,241
Goodwill recognized				$	28,369

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-8-

PARK NATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2006 and 2005.

Note 1 — Basis of Presentation

The consolidated financial statements included in this report have been prepared by Park National Corporation (the “Registrant”, “Corporation”, “Company”, or “Park”) without audit. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) necessary for a fair presentation of results of operations for the interim periods included herein have been made. The results of operations for the quarter ended March 31, 2006 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, 2006.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q, and therefore, do not include all information and footnotes necessary for a fair presentation of the condensed balance sheets, condensed statements of income, condensed statements of changes in stockholders’ equity and condensed statements of cash flows in conformity with U.S. generally accepted accounting principles. These financial statements should be read in conjunction with the financial statements incorporated by reference in the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2005 from Park’s 2005 Annual Report to Shareholders.

Park’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in Park’s 2005 Annual Report to Shareholders. For interim reporting purposes, Park follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

Effective January 1, 2006, Park adopted Financial Accounting Standards Board Statement No. 123R (revised 2004), “Share-Based Payment” (“SFAS 123R”) which amends SFAS 123, Accounting for Stock-Based Compensation, and supercedes Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. SFAS 123R permits public companies to adopt its requirements using one of two methods. The “modified prospective” method recognizes compensation for all stock options granted after the date of adoption and for all previously granted stock options that become vested after the date of adoption. The “modified retrospective” method includes the requirements of the “modified prospective” method described above, but also permits entities to restate prior period results based on the amounts previously recognized under SFAS 123 for purposes of pro-forma disclosures. Park has elected to adopt SFAS 123R using the “modified prospective” method and accordingly will not restate prior period results. See Note 6 for a more detailed description of Park’s adoption of SFAS 123R.

Park does not have any off-balance sheet derivative financial instruments such as interest-rate swap agreements.

-9-

Note 2 — Acquisition, Branch Sale and Intangible Assets

On January 3, 2005, Park acquired all of the stock of First Clermont Bank (“First Clermont”) of Milford, Ohio for $52,500,000 in an all cash transaction accounted for as a purchase. Immediately following Park’s stock acquisition, First Clermont merged with Park’s subsidiary, The Park National Bank. First Clermont is being operated as a separate division of The Park National Bank. The goodwill recognized as a result of this acquisition was $28,369,000. The fair value of the acquired assets of First Clermont was $185,372,000 and the fair value of the liabilities assumed was $161,241,000 at January 3, 2005.

On February 11, 2005, Park’s subsidiary, Century National Bank, sold its Roseville, Ohio branch office. The Roseville branch office was acquired in connection with the acquisition of First Federal Bancorp, Inc. (“First Federal”) on December 31, 2004. The Federal Reserve Board required that the Roseville branch office be sold as a condition of their approval of the merger transactions involving Park and First Federal. The deposits sold with the Roseville branch office totaled $12,419,000 and the loans sold with the branch office totaled $5,273,000. Century National Bank received a premium of $1,184,000 from the sale of the deposits.

The following table shows the activity in goodwill and core deposit intangibles during the first three months of 2006.

			Core Deposit
(In thousands)	Goodwill		Intangibles		Total
December 31, 2005	$	61,696	$	7,492	$	69,188
Amortization		—		<637>		<637>
March 31, 2006	$	61,696	$	6,855	$	68,551

Goodwill is evaluated on an annual basis for impairment. Goodwill was evaluated for impairment during the first quarter of 2006, and no impairment charge was necessary.

Core deposit intangibles are being amortized to expense using the straight-line method over periods ranging from six to twelve years. Core deposit intangibles amortization expense was $637,000 for both the first quarter of 2006 and the first quarter of 2005.

Note 3 — Allowance for Loan Losses

The allowance for loan losses is that amount believed adequate to absorb probable credit losses in the loan portfolio based on management’s evaluation of various factors including overall growth in the loan portfolio, an analysis of individual loans, prior and current loss experience, and current economic conditions. A provision for loan losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors.

Commercial loans are individually risk graded. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral and other sources of cash flow. Homogenous loans, such as consumer installment loans, residential mortgage loans and automobile leases are not individually risk graded. Reserves are established for each pool of loans based on historical loan loss experience, current economic conditions and loan delinquency.

-10-

The following table shows the activity in the allowance for loan losses for the three months ended March 31, 2006 and 2005.

	Three Months Ended
	March 31,
(In Thousands)	2006			2005
Average Loans (Net of Unearned Interest)	$	3,311,576		$	3,235,379
Allowance for Loan Losses:
Beginning Balance	$	69,694		$	68,328
Charge-Offs:
Commercial, Financial and Agricultural		302			378
Real Estate — Construction		300			10
Real Estate — Residential		413			105
Real Estate — Commercial		147			657
Consumer		1,418			1,328
Lease Financing		16			113
Total Charge-Offs		2,596			2,591
Recoveries:
Commercial, Financial and Agricultural		361			473
Real Estate — Construction		—			81
Real Estate — Residential		223			121
Real Estate — Commercial		1,065			18
Consumer		911			929
Lease Financing		37			32
Total Recoveries		2,597			1,654
Net Charge-Offs (Recoveries)		<1>			937
Provision Charged to Earnings		—			1,082
Allowance for Loan Losses of Acquired Bank		—			1,849
Ending Balance	$	69,695		$	70,322
Ratio of Net Charge-Offs to Average Loans		—			.12	%
Ratio of Allowance for Loan Losses to End of Period Loans, Net of Unearned Interest		2.10	%		2.16	%

-11-

Note 4 — Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2006 and 2005.

(Dollars in Thousands, Except Per Share Data)
	Three Months Ended
	March 31,
	2006		2005
Numerator:
Net Income	$	23,807	$	23,342
Denominator:
Denominator for Basic Earnings Per Share (Weighted-Average Shares Outstanding)		14,034,360		14,331,261
Effect of Dilutive Securities		61,535		144,373
Denominator for Diluted Earnings Per Share (Weighted Average Shares Outstanding Adjusted for the Dilutive Securities)		14,095,895		14,475,634
Earnings per Share:
Basic Earnings Per Share	$	1.70	$	1.63
Diluted Earnings Per Share	$	1.69	$	1.61

Note 5 — Segment Information

The Corporation is a multi-bank holding company headquartered in Newark, Ohio. The operating segments for the Corporation are its financial institution subsidiaries. The Corporation’s financial institution subsidiaries are The Park National Bank (PNB), The Richland Trust Company (RTC), Century National Bank (CNB), The First-Knox National Bank of Mount Vernon (FKNB), United Bank, N.A. (UB), Second National Bank (SNB), The Security National Bank and Trust Co. (SEC), and The Citizens National Bank of Urbana (CIT).

Operating Results for the Three Months Ended March 31, 2006 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	17,791	$	4,721	$	6,479	$	7,461	$	1,951	$	3,081	$	7,535	$	1,386	$	3,014	$	53,419
Provision for Loan Losses		<88>		100		<30>		5		<200>		<25>		50		—		188		—
Other Income		6,644		1,097		1,929		2,067		501		558		2,036		418		143		15,393
Other Expense		11,408		2,709		4,234		4,345		1,591		1,937		5,138		1,069		2,581		35,012
Net Income	$	8,835	$	1,991	$	2,790	$	3,428	$	717	$	1,211	$	2,963	$	499	$	1,373	$	23,807
Balances at March 31, 2006
Assets	$	1,999,911	$	499,115	$	719,476	$	775,333	$	213,584	$	383,218	$	914,425	$	173,431	$	<234,048>	$	5,444,445

-12-

Operating Results for the Three Months Ended March 31, 2005 (In Thousands)
																	All
	PNB		RTC		CNB		FKNB		UB		SNB		SEC		CIT		Other		TOTAL
Net Interest Income	$	17,034	$	5,213	$	7,037	$	7,538	$	2,234	$	3,451	$	7,561	$	1,628	$	2,749	$	54,445
Provision for Loan Losses		640		30		<130>		330		10		10		<5>		50		147		1,082
Other Income		6,033		1,047		1,720		1,784		462		506		2,057		358		145		14,112
Other Expense		11,525		2,694		3,956		4,178		1,525		2,019		4,820		1,155		2,532		34,404
Net Income	$	7,415	$	2,333	$	3,266	$	3,210	$	787	$	1,347	$	3,238	$	530	$	1,216	$	23,342
Balances at March 31, 2005
Assets	$	1,902,455	$	543,443	$	785,530	$	762,914	$	251,892	$	421,899	$	899,395	$	200,799	$	<91,485>	$	5,676,842

The operating results of the Parent Company and Guardian Finance Company (GFC) in the All Other column are used to reconcile the segment totals to the consolidated income statements for the quarters ended March 31, 2006 and 2005. The reconciling amounts for consolidated total assets for both of the quarters ended March 31, 2006 and 2005 consist of the elimination of intersegment borrowings, and the assets of the Parent Company and GFC which are not eliminated.

Note 6 — Stock Option Plans

Effective January 1, 2006, Park adopted SFAS 123R using the “modified prospective” method and accordingly will not restate prior period results. SFAS 123R requires that compensation expense be recognized for all stock options granted after the date of adoption and for all previously granted stock options that become vested after the date of adoption. Prior to January 1, 2006, Park accounted for its stock option plans under the recognition and measurement principles of APB 25 and related interpretations. Under APB 25, no stock-based employee compensation cost was reflected in net income as all options granted under the Park stock option plans had an exercise price equal to the market value of the underlying common stock on the grant date.

Park did not grant any stock options during the first three months of 2006 and 2005. Additionally, no stock options became vested during the first three months of 2006 and 2005. The adoption of SFAS 123R on January 1, 2006 had no impact on Park’s net income for the first quarter of 2006. Additionally, since Park did not grant any stock options during the first quarter of 2005, there is no pro forma stock-based employee compensation expense for the first quarter of 2005.

The following table summarizes stock option activity during the first quarter of 2006.

			Weighted		Weighted
			Average Exercise		Average Fair
	Stock Options		Price Per Share		Value Per Share
Outstanding at December 31, 2005		818,182	$	99.78	$	13.50
Granted		—		—		—
Exercised		<12,720>		75.07		14.22
Forfeited/Expired		<10,502>		102.11		13.61
Outstanding at March 31, 2006		794,960	$	100.14	$	13.49

All of the stock options outstanding at March 31, 2006 are exercisable. The aggregate intrinsic value of these outstanding stock options at March 31, 2006 was $6,572,000.

-13-

Note 6 — Stock Option Plans — (Continued)

The intrinsic value of the stock options exercised during the first quarter of 2006 was $400,000 and the intrinsic value of the stock options exercised during the first quarter of 2005 was $571,000. The weighted average contractual remaining term was 2.7 years for the stock options outstanding at March 31, 2006.

All of the common shares delivered upon exercise of incentive stock options granted under the Park National Corporation 2005 and 1995 Incentive Stock Option Plans are to be treasury shares. At March 31, 2006, incentive stock options (granted under both the 2005 Plan and 1995 Plan) covering 780,869 were outstanding. The remaining outstanding stock options at March 31, 2006 of 14,091 pertain to a stock option plan assumed by Park in the acquisition of Security Banc Corporation in 2001. At March 31, 2006, Park held 946,678 treasury shares that are allocated for the stock option plans (including the Security Plan). Management anticipates that very few, if any, additional shares of Park common stock will be repurchased within the next twelve months for the stock option plans.

Note 7 — Loans

The composition of the loan portfolio is as follows:

	March 31,		December 31,
(In Thousands)	2006		2005
Commercial, Financial and Agricultural	$	508,711	$	512,636
Real Estate:
Construction		191,244		193,185
Residential		1,286,777		1,287,438
Commercial		823,619		823,354
Consumer		493,797		494,975
Leases		14,166		16,524
Total Loans	$	3,318,314	$	3,328,112

Note 8 — Investment Securities

The amortized cost and fair values of investment securities are shown in the following table. Management evaluates investment securities on a quarterly basis for other-than-temporary impairment. No impairment charges have been deemed necessary in 2006 and 2005. The unrealized losses are primarily the result of changes in interest rates and will not prohibit Park from receiving its contractual principal and interest payments.

-14-

(In Thousands)
			Gross		Gross
March 31, 2006			Unrealized		Unrealized		Estimated
Securities Available-for-Sale	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of U.S. Treasury and Other U.S. Government Sponsored Entities	$	100,910	$	—	$	<545>	$	100,365
Obligation of States and Political Subdivisions		65,445		1,328		<14>		66,759
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		1,304,321		1,117		<41,391>		1,264,047
Equity Securities		1,542		665		<52>		2,155
Total	$	1,472,218	$	3,110	$	<42,002>	$	1,433,326

			Gross		Gross
March 31, 2006			Unrealized		Unrealized		Estimated
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of States and Political Subdivisions	$	16,952	$	228	$	—	$	17,180
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		174,219		2		<9,902>		164,319
Total	$	191,171	$	230	$	<9,902>	$	181,499

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(In Thousands)
			Gross		Gross
December 31, 2005			Unrealized		Unrealized		Estimated
Securities Available-for-Sale	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of U.S. Treasury and Other U.S. Government Sponsored Entities	$	998	$	—	$	<2>	$	996
Obligation of States and Political Subdivisions		66,181		1,740		<15>		67,906
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		1,356,233		1,823		<19,629>		1,338,427
Equity Securities		1,543		527		<48>		2,022
Total	$	1,424,955	$	4,090	$	<19,694>	$	1,409,351

			Gross		Gross
December 31, 2005			Unrealized		Unrealized		Estimated
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of States and Political Subdivisions	$	17,430	$	308	$	—	$	17,738
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		178,523		2		<5,838>		172,687
Total	$	195,953	$	310	$	<5,838>	$	190,425

Note 9 — Other Investment Securities

Other investment securities consist of stock investments in the Federal Home Loan Bank and the Federal Reserve Bank. The fair values of these investments are the same as their amortized costs.

	March 31,		December 31,
(In Thousands)	2006		2005
Federal Home Loan Bank Stock	$	52,898	$	52,159
Federal Reserve Bank Stock		5,879		5,879
Total	$	58,777	$	58,038

Note 10 — Benefit Plans

Park has a noncontributory defined benefit pension plan covering substantially all of its employees. The plan provides benefits based on an employee’s years of service and compensation.

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Park’s funding policy is to contribute annually an amount that can be deducted for federal income tax purposes using a different actuarial cost method and different assumptions from those used for financial reporting purposes. A pension plan contribution of $9,117,417 was paid during the first quarter of 2006 and a pension plan contribution of $9,688,096 was paid during the first quarter of 2005.

The following table shows the components of net periodic benefit expense.

	Three Months Ended
	March 31,
(In Thousands)	2006		2005
Service Cost	$	795	$	671
Interest Cost		721		689
Expected Return on Plan Assets		<984>		<834>
Amortization of Prior Service Cost		3		3
Recognized Net Actuarial Loss		141		136
Benefit Expense	$	676	$	665

Note 11 — Recent Accounting Pronouncements

The Financial Accountings Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments”, an amendment of SFAS No. 133 and 140. This Statement changes the accounting for various derivatives and securitized financial assets. This Statement will be effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of 2007. Management does not expect the adoption of this standard to have a material impact on Park’s financial statements.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets”, an amendment of SFAS No. 140,” which changes the accounting for all loan servicing rights which are recorded as the result of selling a loan where the seller undertakes an obligation to service the loan, usually in exchange for compensation. SFAS No. 156 amends current accounting guidance by permitting the servicing right to be recorded initially at fair value and also permits the subsequent reporting of these assets at fair value. SFAS No. 156 is effective beginning January 1, 2007. Management does not expect the adoption of this standard to have a material impact on Park’s financial statements.

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ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, Park’s ability to execute its business plan, changes in general economic and financial market conditions, changes in the competitive environment, changes in banking regulations or other regulatory or legislative requirements affecting bank holding companies and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Additional detailed information concerning a number of important factors which could cause actual results to differ materially from the forward-looking statements contained in management’s discussion and analysis is available in Park’s filings with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, including the disclosure under the heading “Item 1A. Risk Factors” of Part I of Park’s 2005 Form 10-K. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake any obligation to publicly update any forward-looking statement except to the extent required by law.

Critical Accounting Policies

Note 1 of the Notes to Consolidated Financial Statements included in Park’s 2005 Annual Report lists significant accounting policies used in the development and presentation of its financial statements. The accounting and reporting policies of Park conform with U.S. generally accepted accounting principles and general practices within the financial services industry. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Park considers that the determination of the allowance for loan losses involves a higher degree of judgement and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb probable credit losses in the loan portfolio. Management’s determination of the adequacy of the allowance for loan losses is based on periodic evaluations of the loan portfolio and of current economic conditions. However, this evaluation is inherently subjective as it requires material estimates, including expected default probabilities, loss given default, the amounts and timing of expected future cash flows on impaired loans, and estimated losses on consumer loans and residential mortgage loans based on historical loss experience and the current economic conditions. All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional loan loss provisions may be required that would adversely impact earnings for future periods.

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Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgement than most other significant accounting policies. Statement of Financial Accounting Standard (“SFAS”) No. 142, “Accounting for Goodwill and Other Intangible Assets” establishes standards for the amortization of acquired intangible assets and impairment assessment of goodwill. At March 31, 2006, Park had core deposit intangibles of $6.9 million subject to amortization and $61.7 million of goodwill, which was not subject to periodic amortization. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. Park’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of Park’s banking subsidiaries to provide quality, cost effective banking services in a competitive marketplace. The goodwill value of $61.7 million is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. SFAS No. 142 requires an annual evaluation of goodwill for impairment. This evaluation was performed during the first quarter of 2006 and no impairment charge was necessary.

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Comparison of Results of Operations
For the Three Months Ended
March 31, 2006 and 2005

Summary Discussion of Results

Net income increased by $465,000 or 2.0% to $23.8 million for the three months ended March 31, 2006 compared to the same period in 2005. The annualized, net income to average asset ratio (ROA) was 1.78% for the first quarter of 2006 compared to 1.70% for the first quarter of 2005. The annualized, net income to average equity ratio (ROE) was 17.65% for the first three months of 2006 compared to 16.92% for the same period in 2005.

Diluted earnings per share increased by 5.0% to $1.69 for the first quarter of 2006 compared to $1.61 for the first quarter of 2005.

For the first quarter of 2006 compared to the first quarter of 2005, income before federal income taxes benefited from a decrease in the provision for loan losses of $1.1 million and an increase in other income of $1.3 million. However, net interest income decreased by $1 million, operating expenses increased by $608,000 and federal income tax expense increased by $264,000.

Net Interest Income

Park’s principal source of earnings is net interest income, the difference between total interest income and total interest expense. Net interest income decreased by $1.0 million or 1.9% to $53.4 million for the first quarter of 2006 compared to $54.4 million for the first quarter of 2005. The following table compares the average balance and tax equivalent yield/cost for interest earning assets and interest bearing liabilities for the first quarter of 2006 with the same quarter in 2005.

Three Months Ended March 31,
(In Thousands)
	2006					2005
			Tax					Tax
	Average		Equivalent			Average		Equivalent
	Balance		%			Balance		%
Loans	$	3,311,576		7.35	%	$	3,253,379		6.53	%
Taxable Investments		1,601,349		4.95	%		1,776,132		4.90	%
Tax Exempt Investments		82,628		6.94	%		99,054		7.05	%
Money Market Instruments		9,368		5.29	%		9,762		3.14	%
Interest Earning Assets	$	5,004,921		6.57	%	$	5,138,327		5.97	%
Interest Bearing Deposits	$	3,126,606		2.25	%	$	3,209,914		1.55	%
Short-Term Borrowings		347,697		3.65	%		280,194		2.01	%
Long-Term Debt		652,670		4.18	%		814,442		3.40	%
Interest Bearing Liabilities	$	4,126,973		2.67	%	$	4,304,550		1.93	%
Excess Interest Earning Assets	$	877,948		3.90	%	$	833,777		4.04	%
Net Interest Margin				4.37	%				4.35	%

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Average interest earning assets decreased by $133 million or 2.6% to $5,005 million for the three months ended March 31, 2006 compared to the same quarter in 2005. This decrease is primarily due to the decrease in average investment securities, including money market instruments, of $192 million or 10.2% in the first quarter of 2006 compared to the same period in 2005.

Average loans increased by $58 million or 1.8% to $3,312 million for the first quarter of 2006 compared to the first quarter of 2005. Total loans were $3,318 million at March 31, 2006 compared to $3,328 million at December 31, 2005, a decrease of $10 million. The demand for commercial and commercial real estate loans was fairly strong during the first quarter of 2006, but loan repayments were larger than expected.

Total loans (net of the First Clermont acquisition and branch sale) increased by $52 million for all of 2005. This growth included a decrease of $27 million in loans in the first quarter, an increase of $30 million in the second quarter, an increase of $18 million in the third quarter and an increase of $31 million during the fourth quarter. Total loans increased by $25 million in the month of April 2006. The demand for commercial and commercial real estate loans continues to be strong and the demand for consumer and residential loans has improved. Management expects that loans will increase during the final three quarters of 2006, similar to the growth in loans in 2005.

The average yield on the loan portfolio was 7.35% for the first quarter of 2006 compared to 6.53% for the first quarter of 2005. Management expects that the average yield on the loan portfolio will continue to gradually increase as adjustable rate loans reprice at higher interest rates.

Average investment securities, including money market instruments, were $1,693 million for the first quarter of 2006 compared to $1,885 million for the first quarter of 2005. The following table compares the average balance of total investment securities, including money market instruments, for the past five quarters. The table also includes the average federal funds rate and average five year U.S. Treasury rate for the past five quarters.

	March			December			September			June			March
	2006			2005			2005			2005			2005
Average Investments	$	1,693,345		$	1,723,609		$	1,829,244		$	2,019,573		$	1,884,948
Average Federal Funds Rate		4.46	%		3.98	%		3.46	%		2.94	%		2.47	%
Average Five Year Treasury Rate		4.55	%		4.39	%		4.04	%		3.87	%		3.88	%

Management has reduced the amount of purchases of investment securities during the past three quarters which has caused the average balance of investment securities to decrease. The funds generated from this strategy have been used to reduce borrowings and fund the increase in loans. As indicated in the table, the spread between the average federal funds rate and the average rate of a five year U.S Treasury security has narrowed with the increase in short-term interest rates. Typically, the investments purchased by Park yield 50 to 75 basis points more than a five year U.S. Treasury security. Management expects that the average balance of investment securities will continue to decrease in 2006 until the yield curve steepens and additional investment securities are purchased.

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The average yield on taxable investment securities was 4.95% for the first quarter of 2006 compared to 4.90% for the same period in 2005. The tax equivalent yield on tax exempt investment securities was 6.94% for the first quarter of 2006 compared to 7.05% for the same period in 2005. No tax exempt investment securities were purchased during the past year.

At March 31, 2006, the tax equivalent yield on the total investment portfolio was 4.95% and the average maturity was 4.6 years. U.S. Government Sponsored Entities’ asset-backed securities were approximately 88% of the total investment portfolio at the end of the first quarter of 2006. This segment of the investment portfolio consists of fifteen-year mortgage-backed securities and fifteen-year collateralized mortgage obligations.

The average maturity of the investment portfolio would lengthen if long-term interest rates would increase as the principal repayments from mortgage-backed securities and collateralized mortgage obligations would be reduced. Management estimates that the average maturity of the investment portfolio would lengthen to 4.9 years with a 100 basis point increase in long-term interest rates and to 5.0 years with a 200 basis point increase in long-term interest rates.

Average interest bearing liabilities decreased by $178 million or 4.1% to $4,127 million for the three months ended March 31, 2006 compared to the same quarter in 2005. The average cost of interest bearing liabilities increased to 2.67% for the first quarter of 2006 compared to 1.93% for the first quarter of 2005. By comparison, the average federal funds rate was 4.46% for the first quarter of 2006 compared to 2.47% for the same period in 2005.

Average interest bearing deposits decreased by $83 million or 2.6% to $3,127 million for the first quarter of 2006 compared to the first quarter of 2005. This decrease was primarily due to a decrease in the average balance of certificates of deposits of $45 million or 2.9% to $1,522 million. The average cost of interest bearing deposits increased to 2.25% for the first quarter of 2006 compared to 1.55% for the first quarter of 2005. Management has concentrated on controlling the cost of interest bearing deposits and as a result, Park has experienced a decrease in certain rate sensitive deposits.

Average total borrowings were $1,000 million for the first quarter of 2006 compared to $1,095 million for the first quarter of 2005. The average cost of total borrowings was 4.00% for the first quarter of 2006 compared to 3.04% for the first quarter of 2005.

Net interest income decreased by $1.0 million or 1.9% to $53.4 million in 2006 compared to $54.4 million in 2005. The net interest spread (the difference between the yield on interest earning assets and the cost of interest bearing liabilities) decreased by 14 basis points to 3.90% in 2006 compared to 4.04% in 2005. The tax equivalent net interest margin (defined as net interest income divided by average interest earning assets) increased by 2 basis points to 4.37%. The decrease in net interest income of $1.0 million for the first quarter of 2006 compared to the first quarter of 2005 was primarily due to the $133 million or 2.6% decrease in average interest earning assets.

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In the Financial Review section of Park’s 2005 Annual Report (pages 28, 29 and 30), management projected the following for 2006 — year-end loan balances would increase by 3% to 5% (page 29 under “Investment of Funds-Loans”), average total deposits would increase by 1% to 2% (page 28 under “Source of Funds-Deposits”) and net interest income would increase by 2% to 3% in 2006 with a net interest margin between 4.35% to 4.40% (page 30 under “Earnings Results”).

Loans decreased by $10 million during the first quarter of 2006. Management expects that loans will increase during the remaining three quarters of 2006, but anticipates that the annual growth rate for the year may be a little less than 3%.

Average total deposits (noninterest bearing and interest bearing) were $3,781 million for the first quarter of 2006 compared to $3,801 million for the fourth quarter of 2005. Management still anticipates that average total deposits will increase by 1% to 2% in 2006.

The following table displays net interest income, average interest earning assets and the net interest margin for the past five quarters.

	March			December			September			June			March
	2006			2005			2005			2005			2005
Net Interest Income	$	53,419		$	55,156		$	55,551		$	55,412		$	54,445
Average Interest Earning Assets	$	5,004,921		$	5,035,512		$	5,115,656		$	5,279,249		$	5,138,327
Net Interest Margin		4.37	%		4.39	%		4.36	%		4.26	%		4.35	%

Management now anticipates that net interest income for 2006 will approximate net interest income for 2005 of $220.6 million. The projected results for the second quarter of 2006 indicate that net interest income will be about 2% less than the second quarter of 2005. The net interest margin for 2006 is expected to be approximately 4.40%. The above table indicates that average interest earning assets have decreased for each of the past three quarters. This decrease has resulted from a decrease in the average balance of investment securities. Management expects that the average balance of interest earning assets in 2006 will be below the comparable quarter in 2005 until the yield curve steepens and additional investment securities are purchased.

Provision for Loan Losses

Park did not provide a provision for loan losses for the first quarter of 2006 compared to $1.1 million for the first quarter of 2005. Net loan charge-offs were a recovery of $1,000 for the first quarter of 2006 compared to net loan charge-offs of $937,000 for the first quarter of 2005. Gross loan charge-offs were $2.6 million for both the first quarters of 2006 and 2005. Recoveries of loan charge-offs were $2.6 million in 2006 compared to $1.7 million in 2005. Park received recoveries of $1.1 million on commercial real estate loans during the first quarter of 2006. See Note 3 of the Notes to Consolidated Financial Statements for a discussion of the factors considered by management in determining the provision for loan losses and for the detail on loan charge-offs and recoveries.

-23-

The reserve for loan losses as a percentage of outstanding loans was 2.10% at March 31, 2006 compared to 2.09% at December 31, 2005 and 2.16% at March 31, 2005. Nonperforming loans, defined as loans that are 90 days past due, renegotiated loans and nonaccrual loans were $27.9 million or ..84% of loans at March 31, 2006 compared to $30.0 million or .90% of loans at December 31, 2005 and $29.8 million or .92% of loans at March 31, 2005.

Park’s net loan charge-off ratio for the past five years has been .18% for 2005, .28% for 2004, .43% for 2003, .48% for 2002 and .37% for 2001. Management expects that the net loan charge-offs for the last three quarters of 2006 may approximate the net loan charge-offs for the last three quarters of 2005 of $5.0 million. Management currently expects that the provision for loan losses in 2006 will approximate the net loan charge-offs. However, this is dependent upon the risk factors discussed in Note 3 of the Notes to Consolidated Financial Statements.

	March 31,			December 31,
Nonperforming Assets	2006			2005
	(Dollars in Thousands)
Nonaccrual Loans	$	12,956		$	14,922
Renegotiated Loans		9,498			7,441
Loans Past Due 90 Days or More		5,490			7,661
Total Nonperforming Loans		27,944			30,024
Other Real Estate Owned		2,895			2,368
Total Nonperforming Assets	$	30,839		$	32,392
Percentage of Nonperforming Loans to Loans, Net of Unearned Interest		.84	%		.90	%
Percentage of Nonperforming Assets to Loans, Net of Unearned Interest		.93	%		.97	%
Percentage of Nonperforming Assets to Total Assets		.57	%		.60	%

Total Other Income

Total other income increased by $1.3 million or 9.1% to $15.4 million for the three months ended March 31, 2006 compared to $14.1 million for the first quarter of 2005. The following table compares total other income for the past five quarters.

	Three Months Ended
	March		December		September		June		March
(Dollars in Thousands)	2006		2005		2005		2005		2005
Fees from Fiduciary Activities	$	3,276	$	3,134	$	2,933	$	3,040	$	2,927
Service Charges on Deposit Accounts		4,463		4,737		4,659		4,384		4,073
Nonyield Loan Fees		2,727		2,833		2,814		2,763		2,343
Check Card Fee Income		1,204		1,186		1,114		1,122		1,032
ATM Fee Income		792		753		856		824		761
CSV Life Insurance		999		701		955		916		895
Other Income		1,932		1,545		1,823		2,405		2,081
Total	$	15,393	$	14,889	$	15,154	$	15,454	$	14,112

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The increase in total other income for the first quarter of 2006 compared to the first quarter of 2005 of $1.3 million or 9.1% is primarily due to increases in fees from fiduciary activities (11.9%), service charges on deposit accounts (9.6%), nonyield loan fees (16.4%), check card fee income (16.7%) and the increase in the cash surrender value of life insurance (11.6%).

In the Financial Review section of Park’s 2005 Annual Report (page 31 and 32 under “Other Income”), management projected that total other income would be $61.5 million in 2006 compared to $59.6 million in 2005, an increase of 3.2%. Management now anticipates that total other income for 2006 will increase by approximately 5.0% compared to 2005.

Gain (Loss) on Sale of Securities

There were no sales of securities during the first quarters of 2006 and 2005.

Other Expense

Total other expense increased by $608,000 or 1.8% to $35.0 million for the quarter ended March 31, 2006 compared to $34.4 million for the first quarter of 2005.

Salaries and employee benefits expense were $20.0 million for both the first quarter of 2006 and the first quarter of 2005. Full time equivalent employees were 1,835 at March 31, 2006 and 1,830 at March 31, 2005. Management changed the group medical insurance plan on January 1, 2006 requiring all participants to be in a co-pay program. The changes made to the medical plan have resulted in a decrease of expense of $220,000 during the first quarter of 2006 compared to the first quarter of 2005.

The sub category of “Other Expense” increased by $613,000 or 5.7% to $11.4 million for the first quarter of 2006 compared to $10.8 million for the first quarter of 2005. This increase was primarily due to increases in data processing expense, other professional fees and marketing expense.

In the Financial Review section of Park’s 2005 Annual Report (page 32 under “Other Expense”) management projected that other expense would be approximately $145 million in 2006 compared to $139.4 million in 2005, an increase of 4.0%. Management now anticipates that total other expense for 2006 will increase by approximately 3.0% compared to 2005. Park adopted SFAS 123R on January 1, 2006 using the “modified prospective” method (see Note 6). No stock options were granted during the first quarter of 2006 and accordingly no compensation expense was recognized. Management expects that no stock options will be granted until the second half of 2006 and that the compensation expense will not be greater than $1 million for 2006.

Federal Income Taxes

Federal income tax expense was $10.0 million for the first quarter of 2006 compared to $9.7 million for the first quarter of 2005. The ratio of federal income tax expense to income before taxes was approximately 29.6% in 2006 and 29.4% in 2005. The difference between the effective federal income tax rate and the statutory rate of 35% is primarily due to tax exempt interest income from state and municipal loans and investments and low income housing tax credits. Park and its subsidiary banks do not pay state income tax to the state of Ohio, but pay a franchise tax based on their year-end equity. The franchise tax expense is included in other expense. State tax expense was $693,000 for the first quarter of 2006 and $764,000 for the first quarter of 2005.

-25-

Comparison of Financial Condition
At March 31, 2006 and December 31, 2005

Changes in Financial Condition and Liquidity

Total assets increased slightly by $8 million or .2% to $5,444 million at March 31, 2006 compared to $5,436 million at December 31, 2005.

Total investment securities were $1,683 million at March 31, 2006 compared to $1,663 million at December 31, 2005, an increase of $20 million. The yield curve for investments remains relatively flat and as a result management does not expect to increase the investment portfolio during the second quarter of 2006.

Loan balances decreased by $10 million or .3% to $3,318 million at March 31, 2006 compared to $3,328 million at December 31, 2005. Management expects that loans will increase during the second quarter of 2006 as the demand for commercial and commercial real estate loans continues to be fairly strong and the demand for consumer loans has improved.

Total liabilities increased by $22 million or .4% to $4,899 million at March 31, 2006 compared to $4,877 million at December 31, 2005.

Total borrowed money decreased by $40 million or 3.8% to $989 million at March 31, 2006 compared to $1,029 million at December 31, 2005.

Total stockholders’ equity decreased by $13 million or 2.4% to $545 million at March 31, 2006 compared to $558 million at December 31, 2005. The decrease in total stockholders’ equity was due to an increase of $15 million in the accumulated other comprehensive loss and due to a $9 million increase in treasury stock. Long-term interest rates increased during the first quarter of 2006 and as a result the unrealized net holding loss on available-for-sale securities, net of taxes, increased to $25 million from $10 million. The number of treasury shares increased by 84,391 shares during the first quarter of 2006 as management purchased 96,427 common shares at a cost of $10.2 million and 12,036 common shares were reissued for stock options with related proceeds of $932,000.

The increase or decrease in the investment securities portfolio and short-term borrowings and long-term debt is greatly dependent upon the growth in loans and deposits. The primary objective of management is to grow loan and deposit totals. To the extent that management is unable to grow loan totals at a desired growth rate, additional investment securities may be acquired. Likewise, both short-term borrowings and long-term debt are utilized to fund the growth in earning assets if the growth in deposits and cash flow from operations is not sufficient to do so.

-26-

Effective liquidity management ensures that the cash flow requirements of depositors and borrowers, as well as the operating cash needs of the Corporation, are met. Funds are available from a number of sources, including the securities portfolio, the core deposit base, Federal Home Loan Bank borrowings, and the capability to securitize or package loans for sale. The Corporation’s loan to asset ratio was 60.9% at March 31, 2006 compared to 61.2% at December 31, 2005 and 57.2% at March 31, 2005. Cash and cash equivalents totaled $156 million at March 31, 2006 compared to $174 million at December 31, 2005 and $158 million at March 31, 2005. The present funding sources provide more than adequate liquidity for the Corporation to meet its cash flow needs.

Capital Resources

Stockholders’ equity at March 31, 2006 was $545 million or 10.01% of total assets compared to $558 million or 10.27% of total assets at December 31, 2005 and $556 million or 9.80% of total assets at March 31, 2005.

Financial institution regulators have established guidelines for minimum capital ratios for banks, thrifts, and bank holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. The minimum leverage capital ratio (defined as stockholders’ equity less intangible assets divided by tangible assets) is 4% and the well capitalized ratio is greater than or equal to 5%. Park’s leverage ratio was 9.37% at March 31, 2006 and 9.27% at December 31, 2005. The minimum Tier I risk-based capital ratio (defined as leverage capital divided by risk-adjusted assets) is 4% and the well capitalized ratio is greater than or equal to 6%. Park’s Tier I risk-based capital ratio was 14.18% at March 31, 2006 and 14.17% at December 31, 2005. The minimum total risk-based capital ratio (defined as leverage capital plus supplemental capital divided by risk-adjusted assets) is 8% and the well capitalized ratio is greater than or equal to 10%. Park’s total risk-based capital ratio was 15.54% at March 31, 2006 and 15.43% at December 31, 2005.

The financial institution subsidiaries of Park each met the well capitalized capital ratio guidelines at March 31, 2006. The following table indicates the capital ratios for each subsidiary and Park at March 31, 2006:

				Tier I			Total
	Leverage			Risk-Based			Risk-Based
Park National Bank		5.82	%		8.29	%		11.00	%
Richland Trust Company		6.04	%		10.94	%		12.20	%
Century National Bank		6.14	%		9.53	%		11.85	%
First-Knox National Bank		6.14	%		9.20	%		12.64	%
Second National Bank		5.98	%		9.79	%		13.17	%
United Bank, N.A.		6.02	%		12.23	%		13.49	%
Security National Bank		5.71	%		10.11	%		14.36	%
Citizens National Bank		5.99	%		12.55	%		18.01	%
Park National Corporation		9.37	%		14.18	%		15.54	%
Minimum Capital Ratio		4.00	%		4.00	%		8.00	%
Well Capitalized Ratio		5.00	%		6.00	%		10.00	%

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Contractual Obligations and Commitments

In the ordinary course of operations, Park enters into certain contractual obligations. Such obligations include the funding of operations through debt issuances as well as leases for premises. See Page 35 of Park’s 2005 Annual Report for disclosure concerning contractual obligations and commitments at December 31, 2005. There has not been a material change in Park’s contractual obligations or commitments since year-end 2005.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Off-Balance Sheet Arrangements

See Note 1 of the Notes to Consolidated Financial Statements for disclosure that Park does not have any off-balance sheet derivative financial instruments. Park is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit. The loan commitments are generally for variable rates of interest. See page 55 of Park’s 2005 Annual Report for additional information on loan commitments. There has not been a material change in Park’s off-balance sheet arrangements since year-end 2005.

Management reviews interest rate sensitivity on a quarterly basis by modeling the financial statements under various interest rate scenarios. The primary reason for these efforts is to guard Park from adverse impacts of unforeseen changes in interest rates. Management continues to believe that further changes in interest rates will have a small impact on net income, consistent with the disclosure on pages 34 and 35 of Park’s 2005 Annual Report, which is incorporated by reference into Park’s 2005 Form 10-K.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Chairman of the Board and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer) of Park, Park’s management has evaluated the effectiveness of Park’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, Park’s Chairman of the Board and Chief Executive Officer and Park’s Chief Financial Officer have concluded that:

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• information required to be disclosed by Park in this Quarterly Report on Form 10-Q and other reports that Park files or submits under the Exchange Act would be accumulated and communicated to Park’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;

• information required to be disclosed by Park in this Quarterly Report on Form 10-Q and the other reports that Park files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

• Park’s disclosure controls and procedures are effective as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to Park and its consolidated subsidiaries is made known to them, particularly during the period in which this Quarterly Report on Form 10-Q is being prepared.

Changes in Internal Control over Financial Reporting

There were no changes in Park’s internal control over financial reporting (as defined in Rule 13a – 15 (f) under the Exchange Act) that occurred during Park’s fiscal quarter ended March 31, 2006, that have materially affected, or are reasonably likely to materially affect, Park’s internal control over financial reporting.

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PARK NATIONAL CORPORATION

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Park National Corporation is not engaged in any legal proceedings of a material nature
at the present time.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Item 1A. Risk Factors” of Part I of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”), which could materially affect our business, financial condition or future results. The risks described in Park’s 2005 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we may deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a.) Not applicable

(b.) Not applicable

 (c.) The following table provides information regarding purchases of Park’s common shares made by or on behalf of Park or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during the three months ended March 31, 2006:

					Total Number of		Maximum Number of
	Total Number		Average Price		Common Shares		Common Shares that
	of Common		Paid Per		Purchased as Part of		May Yet be Purchased
	Shares		Common		Publicly Announced		Under the Plans or
Period	Purchased		Share		Plans or Programs (2)		Programs (1)
January 1 thru January 31, 2006		62,538	$	105.67		62,538		2,031,894
February 1 thru February 28, 2006		19,019	$	108.16		19,019		2,006,155
March 1 thru March 31, 2006		14,870	$	105.29		14,870		1,989,716
Total		96,427	$	106.10		96,427		1,989,716

(1) The number shown represents, as of the end of each period, the maximum aggregate number of common shares that may yet be purchased as part of Park’s publicly announced repurchase program to fund the Park National Corporation 2005 and 1995 Incentive Stock Option Plans as well as Park’s publicly announced stock repurchase program.

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	On November 21, 2005, Park announced that its Board of Directors had granted management the authority to purchase up to an aggregate of 1,000,000 common shares from time to time over the three-year period ending November 20, 2008. At March 31, 2006, 866,776 common shares remained authorized for repurchase under this stock repurchase authorization.
	The Park National Corporation 2005 Incentive Stock Option Plan (the “2005 Plan”) was adopted by the Board of Directors of Park on January 18, 2005 and was approved by the shareholders at the Annual Meeting of Shareholders on April 18, 2005. Under the 2005 Plan, 1,500,000 common shares are authorized for delivery upon the exercise of incentive stock options granted under the 2005 Plan. All of the common shares delivered upon the exercise of incentive stock options granted under the 2005 Plan are to be treasury shares. As of March 31, 2006, incentive stock options covering 225,342 common shares were outstanding and 1,274,658 common shares were available for future grants.
	The Park National Corporation 1995 Incentive Stock Option Plan (the “1995 Plan”) was adopted April 17, 1995, and amended April 20, 1998 and April 16, 2001. Pursuant to the terms of the 1995 Plan, all of the common shares delivered upon exercise of incentive stock options granted under the 1995 Plan are to be treasury shares. No further incentive stock options may be granted under the 1995 Plan. As of March 31, 2006, incentive stock options covering 555,527 common shares were outstanding.
	Incentive stock options, granted under both the 2005 Plan and the 1995 Plan, covering 780,869 common shares were outstanding as of March 31, 2006 and 1,274,658 common shares were available for future grants. With 932,587 common shares held as treasury shares for purposes of the 2005 Plan and 1995 Plan at March 31, 2006, an additional 1,122,940 common shares remain authorized for repurchase for purposes of funding the 2005 Plan and 1995 Plan.
(2)	All of the common shares reported were purchased in the open market under Park’s publicly announced stock repurchase program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

I. Annual Meeting of Shareholders – April 17, 2006:

(a.) On April 17, 2006, Park National Corporation held its Annual Meeting of Shareholders. At the close of business on the February 22, 2006 record date, 14,017,535 Park National Corporation common shares were outstanding and entitled to vote. At the Annual Meeting, 12,753,155 or 90.98% of the outstanding common shares entitled to vote were represented by proxy or in person.

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(b.) Directors elected at the Annual Meeting for a three year term:

James J. Cullers
12,154,422	For	27,945	Withheld	116,334	Abstain
William T. McConnell
12,141,544	For	40,823	Withheld	116,334	Abstain
Michael J. Menzer
12,151,465	For	30,902	Withheld	116,334	Abstain
William A. Phillips
12,136,192	For	46,175	Withheld	116,334	Abstain

Other directors whose term of office continued after the Annual Meeting:

Maureen Buchwald
C. Daniel DeLawder
Harry O. Egger
F. William Englefield IV
John J. O’Neill
J. Gilbert Reese
Rick R. Taylor
David L. Trautman
Leon Zazworsky

At the meeting of the Board of Directors (“the Park Board”) of Park National Corporation held on April 17, 2006, the Park Board elected Robert E. Dixon as a director of Park, serving in the class of directors whose terms of office will expire at the 2008 Annual Meeting of Shareholders.

(c.) See Item (b.) for the voting results for directors.

Adoption of Amendments to Section 1.04 of Park’s Regulations:
10,685,743	For	54,585	Withheld	36,739	Abstain	1,976,088	Broker Non-Vote
Adoption of Amendment to Section 1.11 of Park’s Regulations:
10,691,889	For	34,462	Withheld	50,716	Abstain	1,976,088	Broker Non-Vote

(d.) Not Applicable

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Item 5. Other Information

Not applicable.

Item 6. Exhibits

Exhibits
3.1	Certificate Regarding Adoption of Amendments to Sections 1.04 and 1.11 of Park National Corporation’s Regulations by the Shareholders on April 17, 2006 (Incorporated herein by reference to Exhibit 3.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on April 18, 2006 (File No. 1-13006))
3.2	Regulations of Park National Corporation (reflecting amendments through April 17, 2006) [For purposes of SEC reporting compliance only]
31.1	Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Executive Officer)
31.2	Rule 13a – 14(a) / 15d – 14(a) Certification (Principal Financial Officer)
32.1	Section 1350 Certification (Principal Executive Officer)
32.2	Section 1350 Certification (Principal Financial Officer)

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SIGNATURES

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

PARK NATIONAL CORPORATION

DATE: May 5, 2006	BY: /s/ C. Daniel DeLawder
	C. Daniel DeLawder
	Chairman of the Board and
	Chief Executive Officer
DATE: May 5, 2006	BY: /s/ John W. Kozak
	John W. Kozak
	Chief Financial Officer

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EX-3.2

Exhibit 3.2

Regulations of Park National Corporation
(reflecting amendments through April 17, 2006)
[For purposes of SEC reporting compliance only]

REGULATIONS
OF
PARK NATIONAL CORPORATION

(reflecting amendments through April 17, 2006)

[For purposes of SEC reporting compliance only]

INDEX

Section	Caption	Page No.
	ARTICLE ONE MEETINGS OF SHAREHOLDERS
1.01	Annual Meetings		1
1.02	Calling of Meetings		1
1.03	Place of Meetings		1
1.04	Notice of Meetings		1
1.05	Waiver of Notice		2
1.06	Quorum		2
1.07	Votes Required		2
1.08	Order of Business		2
1.09	Shareholders Entitled to Vote		2
1.10	Cumulative Voting		3
1.11	Proxies		3
1.12	Inspectors of Election		3
	ARTICLE TWO DIRECTORS
2.01	Authority and Qualifications		3
2.02	Number of Directors and Term of Office		3
2.03	Nomination and Election		4
2.04	Removal		5
2.05	Vacancies		5
2.06	Meetings		5
2.07	Notice of Meetings		6
2.08	Waiver of Notice		6
2.09	Quorum		6
2.10	Executive Committee		6
2.11	Compensation		7
2.12	By-Laws		7

Section	Caption	Page No.
	ARTICLE THREE OFFICERS
3.01	Officers		7
3.02	Tenure of Office		7
3.03	Chief Executive Officer		7
3.04	Chairman of the Board		8
3.05	President		8
3.06	Vice Presidents		8
3.07	Secretary		8
3.08	Treasurer		8
	ARTICLE FOUR SHARES
4.01	Certificates		9
4.02	Transfers		9
4.03	Transfer Agents and Registrars		9
4.04	Lost, Wrongfully Taken or Destroyed Certificates		9
	ARTICLE FIVE INDEMNIFICATION AND INSURANCE
5.01	Mandatory Indemnification		10
5.02	Court-Approved Indemnification		10
5.03	Indemnification for Expenses		11
5.04	Determination Required		11
5.05	Advances for Expenses		11
5.06	Article FIVE Not Exclusive		12
5.07	Insurance		12
5.08	Certain Definitions		12
5.09	Venue		13
	ARTICLE SIX MISCELLANEOUS
6.01	Amendments		13
6.02	Action by Shareholders or Directors Without a Meeting		13
6.03	Section 1701.831 of the Ohio Revised Code Not Applicable		13

REGULATIONS

OF

PARK NATIONAL CORPORATION

(reflecting amendments through April 17, 2006)

[For purposes of SEC reporting compliance only]

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

          Section 1.01. Annual Meetings. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the third Monday of April in each year or on such other date as may be fixed from time to time by the directors.

          Section 1.02. Calling of Meetings. Meetings of the shareholders may be called only by the chairman of the board, the president, or, in case of the president’s absence, death, or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least twenty-five percent of all shares outstanding and entitled to vote thereat.

          Section 1.03. Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.

          Section 1.04. Notice of Meetings.

          (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than ten nor more than 60 days before the date of the meeting (i) to every shareholder of record entitled to notice of the meeting (ii) by or at the direction of the president, the secretary, or another officer expressly authorized by action of the directors to give such notice. If mailed or sent by overnight delivery service, such notice shall be addressed to the shareholder at such shareholder’ s address as it appears on the records of the corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

          (B) Upon request in writing delivered either in person or by registered mail to the president or the secretary, specifying the purpose or the purposes for which the persons properly making such request have called a meeting of shareholders, that officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than ten nor more than 60 days after the receipt of such request, as the officer may fix. If the notice is not given within 15 days after the receipt of such request by the president or the secretary, then the persons properly calling the meeting may fix the time of the meeting and give notice thereof in accordance with Section 1.04(A), or cause the notice to be so given by any designated representative.

          Section 1.05. Waiver of Notice. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.

          Section 1.06. Quorum. At any meeting of shareholders, the holders of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time, and if a quorum is present at such adjourned meeting any business may be transacted as if the meeting had been held as originally called.

          Section 1.07. Votes Required. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

          Section 1.08. Order of Business. The order of business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting.

          Section 1.09. Shareholders Entitled to Vote. Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders.

          Section 1.10. Cumulative Voting. If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

          Section 1.11. Proxies. At meetings of the shareholders, any shareholder entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by a writing signed, or a verifiable communication authorized, by such shareholder, but such writing or verifiable communication must be filed with the secretary of the meeting before such proxy shall be allowed to vote thereunder.

          Section 1.12. Inspectors of Election. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

ARTICLE TWO

DIRECTORS

          Section 2.01. Authority and Qualifications. Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by its directors. Directors must be shareholders of the corporation.

          Section 2.02. Number of Directors and Term of Office.

          (A) The number of directors of the corporation may be determined at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of not less than a majority of the voting shares which are represented at the meeting, in person or by proxy, and entitled to vote on such proposal; or by resolution adopted by the affirmative vote of a majority of the directors then in office. Notwithstanding the foregoing, the number of directors shall in no event be fewer than five or more than sixteen and the directors may not increase the number of directors to a number which exceeds by more than two the number of directors last elected by the shareholders.

          (B) The board of directors shall be divided into three classes as nearly equal in number as the then fixed number of directors permits, with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first meeting of shareholders, directors of one class shall be elected to hold office for a term expiring at the 1993 annual meeting, directors of another class shall be elected to hold office for a term expiring at the 1994 annual meeting and directors of another class shall be elected to hold office for a term expiring at the 1995 annual meeting. At the 1993 annual meeting of shareholders and each succeeding annual meeting, successors to the class of directors whose term then expires shall be elected to hold office for a three-year term. A director shall hold office until the annual meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier resignation, removal from office or death. In the event of any increase in the number of directors of the corporation, the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the corporation, such decrease shall be effected in such a manner that each class of directors shall be as equal in number as possible.

          (C) The directors may fill any director’s office that is created by an increase in the number of directors.

          (D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

          Section 2.03. Nomination and Election.

          (A) Any nominee for election as a director of the corporation may be proposed only by or at the direction of the board of directors or by any shareholder entitled to vote for the election of directors. Nominations, other than those made by or at the direction of the board of directors, shall be made in writing and shall be delivered or mailed to the president of the corporation not less than fourteen days nor more than fifty days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than twenty-one days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the corporation not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)	the name and address of each proposed nominee;
(2)	the principal occupation of each proposed nominee;
(3)	the total number of shares of capital stock of the corporation that will be voted for each proposed nominee;
(4)	the name and residence address of the notifying shareholder; and
(5)	the number of shares of capital stock of the corporation beneficially owned by the notifying shareholder.

          (B) If a shareholder shall attempt to nominate one or more persons for election as a director at any meeting at which directors are to be elected without having identified each such person in a written notice given as contemplated by, and/or without having provided therein the information specified in, division (A) of this Section, each such attempted nomination shall be invalid and shall be disregarded unless the person acting as chairman of the meeting determines that the facts warrant the acceptance of such nomination.

          (C) The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be by voice vote.

          Section 2.04. Removal. A director or directors may be removed from office, with or without assigning any cause, only by the vote of the holders of shares entitling them to exercise not less than a majority of the voting power of the corporation to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class (if the directors of the corporation are divided into classes), are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all directors, or all the directors of a particular class, as the case may be, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

          Section 2.05. Vacancies. The remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. A vacancy in the board exists within the meaning of this Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders fail at any time to elect the whole authorized number of directors.

          Section 2.06. Meetings. A meeting of the directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. The directors shall hold such other meetings as may from time to time be called, and such other meetings of directors may be called only by the chairman of the board, the president, or any two directors. All meetings of directors shall be held at the principal office of the corporation in Newark, Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

          Section 2.07. Notice of Meetings. Notice of the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the corporation; or

(B)	By telegraph, cable, radio, wireless, or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the corporation, not later than the day before the date on which such meeting is to be held; or
(C)	Personally or by telephone not later than the day before the date on which such meeting is to be held.

          Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the president or the secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

          Section 2.08. Waiver of Notice. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

          Section 2.09. Quorum. A majority of the directors then in office shall be necessary to constitute a quorum for a meeting of directors. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Articles or the Regulations.

          Section 2.10. Executive Committee. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.

          Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

          Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

          Section 2.11. Compensation. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors may determine.

          Section 2.12. By-Laws. The directors may adopt, and amend from time to time, By-Laws for their own government, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.

ARTICLE THREE

OFFICERS

          Section 3.01. Officers. The officers of the corporation to be elected by the directors shall be a president, a secretary, a treasurer, and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. The directors shall elect a chairman of the board, who must be a director. Officers need not be shareholders of the corporation, and may be paid such compensation as the board of directors may determine. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the By-Laws to be executed, acknowledged, or verified by two or more officers.

          Section 3.02. Tenure of Office. The officers of the corporation shall hold office at the pleasure of the directors. Any officer of the corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office; such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

          Section 3.03. Chief Executive Officer. The chief executive officer of the corporation, who shall be a member of the board of directors and shall also be either the chairman of the board or the president (or if the chairman of the board and the president shall be absent or unable to act, a vice president), shall be such officer who from time to time is so designated by the directors. The chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and regulations of the directors are carried into effect. The chief executive officer shall perform all duties incident to the office of chief executive officer and shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors.

          Section 3.04. Chairman of the Board. The directors shall appoint one of the directors to be chairman of the board to serve at the pleasure of the directors. Such person shall preside at all meetings of the directors and at all meetings of the shareholders. He shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors.

          Section 3.05. President. The directors shall appoint one of the directors to be president of the corporation. In the absence of the chairman of the board, he shall preside at any meeting of the directors and at any meeting of the shareholders. The president shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors.

          Section 3.06. Vice Presidents. The directors may appoint one or more vice presidents, one or more executive vice presidents and one or more senior vice presidents. Each officer shall have and may exercise such powers and duties as from time to time may be conferred upon or assigned to him by the directors.

          Section 3.07. Secretary. The directors shall appoint and designate an officer who shall be secretary of the corporation and shall keep minutes of all proceedings of the shareholders and the directors and make a proper record of the same. The secretary shall attend to the giving of all notices required by law, the Articles or the Regulations to be given; shall be custodian of the records, documents and papers of the corporation; shall provide for the keeping of proper records of all transactions of the corporation; shall have and may exercise any and all powers and duties pertaining to the office of secretary as may be required by law, the Articles or the Regulations; and upon the expiration of his term of office, shall deliver all records, documents, papers and property of the corporation in his possession or custody to his successor or the chief executive officer. The secretary shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors.

          Section 3.08. Treasurer. The directors shall appoint a treasurer who shall receive and safely keep in charge all money, bills, notes, chooses in action, securities and similar property belonging to the corporation, and shall do with or disburse the same as directed by the chief executive officer or the directors; shall keep an accurate account of the finances and business of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required and hold the same open for inspection and examination by the directors; shall give bond in such sum with such security as the directors may require for the faithful performance of his duties; shall, upon the expiration of his term of office, deliver all money and other property of the corporation in his possession or custody to his successor or the chief executive officer; and shall have and may exercise such other powers and duties as from time to time may be conferred upon or assigned to him by the directors.

ARTICLE FOUR

SHARES

          Section 4.01. Certificates. Certificates evidencing ownership of shares of the corporation shall be issued to those entitled to them. Each certificate evidencing shares of the corporation shall bear a distinguishing number; the signatures of the chairman of the board, the president, or a vice president, and of the secretary, an assistant secretary, the treasurer or an assistant treasurer (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed); and such recitals as may be required by law. Certificates evidencing shares of the corporation shall be of such tenor and design as the directors may from time to time adopt and may bear such recitals as are permitted by law.

          Section 4.02. Transfers. Shares of the corporation shall be transferable in the manner prescribed by law and these Regulations. Transfers of shares shall be made on the share transfer books of the corporation only by the person named in the certificate or by attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled when a new certificate shall be issued.

          Section 4.03. Transfer Agents and Registrars. The directors may appoint one or more agents to transfer or to register shares of the corporation, or both.

          Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the corporation to issue a new certificate in place of the original certificate if the owner:

          (1) So requests before the corporation has notice that such original certificate has been acquired by a bona fide purchaser; and

          (2) Files with the corporation, unless waived by the directors, an indemnity bond, with surety or sureties satisfactory to the corporation, in such sums as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of each such new certificate; and

          (3) Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion.

ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

          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:

          (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, 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 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 (l0) 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 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 term as used in this Article FIVE.

          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.

ARTICLE SIX

MISCELLANEOUS

          Section 6.01. Amendments. The Regulations may be amended, or new regulations may be adopted, at a meeting of shareholders held for such purpose, only by the affirmative vote of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the corporation on such proposal, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the corporation on such proposal.

          Section 6.02. Action by Shareholders or Directors Without a Meeting. Anything contained in the Regulations to the contrary notwithstanding, except as provided in Section 6.01, any action which may be authorized or taken at a meeting of the shareholders or of the directors or of a committee of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the corporation.

          Section 6.03. Section 1701.831 of the Ohio Revised Code Not Applicable. Section 1701.831 of the Ohio Revised Code does not apply to control share acquisitions of shares of the corporation.

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, C. Daniel DeLawder, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, of Park National Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2006	/s/ C. Daniel DeLawder
	C. Daniel DeLawder
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, John W. Kozak, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, of Park National Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2006	/s/ John W. Kozak
	John W. Kozak
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION*

In connection with the Quarterly Report of Park National Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Daniel DeLawder, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ C. Daniel DeLawder

C. Daniel DeLawder

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

May 5, 2006

* This certification is being furnished as required by Rule 13a – 14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION*

In connection with the Quarterly Report of Park National Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John W. Kozak, Chief Financial Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John W. Kozak

John W. Kozak

Chief Financial Officer

(Principal Financial Officer)

May 5, 2006

* This certification is being furnished as required by Rule 13a – 14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.