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, 2007

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	(I.R.S. Employer Identification No.)
incorporation or organization)

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

14,588,263 Common shares, no par value per share, outstanding at April 30, 2007.

PARK NATIONAL CORPORATION

CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		3-17
Consolidated Condensed Balance Sheets as of March 31, 2007 and December 31, 2006 (unaudited)		3
Consolidated Condensed Statements of Income for the Three Months Ended March 31, 2007 and 2006 (unaudited)		4-5
Consolidated Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2007 and 2006 (unaudited)		6
Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (unaudited)		7-8
Notes to Consolidated Financial Statements		9-17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18-30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30-31
Item 4. Controls and Procedures		31
PART II. OTHER INFORMATION		32-48
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32-33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33-34
Item 3. Defaults Upon Senior Securities		35
Item 4. Submission of Matters to a Vote of Security Holders		35
Item 5. Other Information		36-41
Item 6. Exhibits		41-47
SIGNATURES		48
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
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,
	2007			2006
Assets:
Cash and due from banks	$	169,192		$	177,990
Money market instruments		28,938			8,266
Cash and cash equivalents		198,130			186,256
Interest bearing deposits		1			1
Securities available-for-sale, at fair value (amortized cost of $1,372,873 and $1,299,686 at March 31, 2007 and December 31, 2006)		1,353,973			1,275,079
Securities held-to-maturity, at amortized cost (fair value approximates $167,717 and $169,786 at March 31, 2007 and December 31, 2006)		173,630			176,485
Other investment securities		63,345			61,934
Loans (net of unearned interest and fees)		4,088,683			3,480,702
Allowance for loan losses		79,839			70,500
Net loans		4,008,844			3,410,202
Bank premises and equipment, net		64,946			47,554
Bank owned life insurance		117,025			113,101
Goodwill and other intangible assets		198,828			78,003
Other assets		129,333			122,261
Total assets	$	6,308,055		$	5,470,876
Liabilities and Stockholders’ Equity:
Deposits:
Noninterest bearing	$	718,829		$	664,962
Interest bearing		3,833,647			3,160,572
Total deposits		4,552,476			3,825,534
Short-term borrowings		388,781			375,773
Long-term debt		607,189			604,140
Junior Subordinated Debentures		15,000			—
Other liabilities		83,719			94,990
Total liabilities		5,647,165			4,900,437
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized; 16,151,243 shares issued in 2007 and 15,358,323 shares issued in 2006)		300,324			217,067
Retained earnings		527,677			519,563
Treasury stock (1,486,382 shares in 2007 and 1,436,794 shares in 2006)		(148,000	)		(143,371	)
Accumulated other comprehensive income (loss), net of taxes		(19,111	)		(22,820	)
Total stockholders’ equity		660,890			570,439
Total liabilities and stockholders’ equity	$	6,308,055		$	5,470,876

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,
	2007		2006
Interest and dividends income:
Interest and fees on loans	$	71,182	$	59,933
Interest and dividends on:
Obligations of U.S. Government, its agencies and other securities		18,547		19,564
Obligations of states and political subdivisions		813		977
Other interest income		294		122
Total interest and dividends income		90,836		80,596
Interest expense:
Interest on deposits:
Demand and savings deposits		8,097		5,004
Time deposits		17,581		12,316
Interest on borrowings:
Short-term borrowings		3,918		3,125
Long-term debt		6,342		6,732
Total interest expense		35,938		27,177
Net interest income		54,898		53,419
Provision for loan losses		2,205		—
Net interest income after provision for loan losses		52,693		53,419
Other income:
Income from fiduciary activities		3,504		3,276
Service charges on deposit accounts		4,847		4,463
Other service income		2,505		2,727
Other		5,318		4,927
Total other income		16,174		15,393
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,
	2007		2006
Other expense:
Salaries and employee benefits	$	22,460	$	20,046
Occupancy expense		2,538		2,262
Furniture and equipment expense		1,392		1,336
Other expense		12,919		11,368
Total other expense		39,309		35,012
Income before income taxes		29,558		33,800
Income taxes		8,495		9,993
Net income	$	21,063	$	23,807
Per Share:
Net income:
Basic	$	1.49	$	1.70
Diluted	$	1.49	$	1.69
Weighted average
Basic		14,121,331		14,034,360
Diluted		14,138,517		14,095,895
Cash dividends declared	$	0.93	$	0.92

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)

										Accumulated
							Treasury			Other
	Common			Retained			Stock			Comprehensive			Comprehensive
Three Months ended March 31, 2007 and 2006	Stock			Earnings			at Cost			Income (loss)			Income
BALANCE AT DECEMBER 31, 2005	$	208,365		$	476,889			($116,681	)		($10,143	)
Net Income					23,807								$	23,807
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	)
BALANCE AT DECEMBER 31, 2006	$	217,067		$	519,563			($143,371	)		($22,820	)
Net Income					21,063								$	21,063
Other comprehensive income (loss), net of tax:
Unrealized net holding gain on securities available-for-sale, net of taxes $1,997											3,709			3,709
Total comprehensive income													$	24,772
Cash dividends on common stock at $.93 per share					(12,949	)
Cash payment for fractional shares in dividend reinvestment plan		(1	)
Treasury stock purchased - 52,434 shares								(4,862	)
Treasury stock reissued for stock options - 2,846 shares								233
Shares issued for Vision Bancshares purchase - 792,937 shares		83,258
BALANCE AT MARCH 31, 2007	$	300,324		$	527,677			($148,000	)		($19,111	)

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,
	2007			2006
Operating activities:
Net income	$	21,063		$	23,807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion and amortization		(569	)		58
Provision for loan losses		2,205			—
Stock dividends on Federal Home Loan Bank stock		—			(739	)
Amortization of core deposit intangibles		684			637
Changes in assets and liabilities:
Increase in other assets		(6,172	)		(8,305	)
Decrease in other liabilities		(671	)		(1,770	)
Net cash provided from operating activities		16,540			13,688
Investing activities:
Proceeds from maturity of:
Available-for-sale securities		195,424			79,787
Held-to-maturity securities		2,853			4,782
Purchases of:
Available-for-sale securities		(239,330	)		(126,527	)
Net (increase) decrease in loans		(13,530	)		10,639
Cash paid for acquisition, net		(44,993	)		—
Purchases of premises and equipment, net		(10,508	)		(1,399	)
Net cash used by investing activities		(110,084	)		(32,718	)

Continued

-7-

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Cash Flows (Unaudited)

(Continued)

(dollars in thousands)

	Three Months Ended
	March 31,
	2007			2006
Financing activities:
Net increase in deposits	$	149,848		$	76,182
Net (decrease) increase in short-term borrowings		(11,324	)		96,366
Proceeds from exercise of stock options		233			974
Purchase of treasury stock		(4,862	)		(10,231	)
Cash payment for fractional shares in dividend reinvestment plan		(1	)		(2	)
Long-term debt issued		75,100			—
Repayment of long-term debt		(77,680	)		(135,912	)
Cash dividends paid		(25,896	)		(25,879	)
Net cash provided from financing activities		105,418			1,498
Increase (decrease) in cash and cash equivalents		11,874			(17,532	)
Cash and cash equivalents at beginning of year		186,256			173,973
Cash and cash equivalents at end of period	$	198,130		$	156,441
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	35,829		$	26,859
Income taxes	$	2,600		$	0
Summary of business acquisition:
Fair value of assets acquired	$	686,744			—
Cash paid for purchase of Vision Bancshares		(87,843	)		—
Stock issued for purchase of Vision Bancshares		(83,258	)		—
Fair value of liabilities assumed		(624,432	)		—
Goodwill recognized		($108,789	)		—

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

-8-

PARK NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2007 and 2006.

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, 2007 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, 2007.

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, 2006 from Park’s 2006 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 2006 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.

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

Note 2 — Acquisition and Intangible Assets

On March 9, 2007, Park acquired all of the stock and outstanding stock options of Vision Bancshares, Inc. (“Vision”) for $87.8 million in cash and 792,937 shares of Park common stock valued at $83.3 million or $105.00 per share. The goodwill recognized as a result of this acquisition was $108.8 million. The fair value of the acquired assets of Vision was $686.7 million and the fair value of the liabilities assumed was $624.4 million at March 9, 2007.

Vision operated two bank subsidiaries (both named Vision Bank) which became bank subsidiaries of Park on March 9, 2007. One bank is headquartered in Gulf Shores, Alabama and the other in Panama City, Florida. These banks operate fifteen branch locations in the Gulf Coast communities in Alabama and in the Florida panhandle. The markets that the two Vision Banks operate in are expected to grow much faster than many of the non-metro markets in which Park’s subsidiary banks operate in Ohio. Management expects that the acquisition of the two Vision Banks will improve the future growth rate for Park’s loans and deposits.

-9-

The following table shows the activity in goodwill and core deposit intangibles during the first quarter of 2007.

			Core Deposit
(In Thousands)	Goodwill		Intangibles		Total
December 31, 2006	$	72,334	$	5,669	$	78,003
Vision Acquisition		108,789		12,720		121,509
Amortization		—		<684>		<684>
March 31, 2007	$	181,123	$	17,705	$	198,828

The core deposit intangibles are being amortized to expense principally on the straight-line method, over periods ranging from six to ten years. The amortization period for the Vision core deposit intangibles is six years. One month of core deposit amortization expense of $176,000 was recognized from the Vision acquisition during the quarter. Management expects that the core deposit amortization expense will be $1.04 million for the second and third quarter of 2007 and $975,000 for the fourth quarter of 2007.

Core deposit amortization expense is projected to be as follows for each of the following years:

	Annual
(In Thousands)	Amortization
2007	$	3,735
2008		3,576
2009		3,297
2010		2,973
2011		2,228
Total	$	15,809

Goodwill is evaluated on an annual basis for impairment and otherwise when circumstances warrant. Goodwill was evaluated during the first quarter of 2007, and no impairment charge was necessary.

Note 3 — Allowance for Loan Losses

The allowance for loan losses is that amount believed adequate to absorb probable incurred 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, 2007 and 2006.

	Three Months Ended
	March 31,
(In Thousands)	2007			2006
Average Loans (Net of Unearned Interest)	$	3,631,168		$	3,311,576
Allowance for Loan Losses:
Beginning Balance	$	70,500		$	69,694
Charge-Offs:
Commercial, Financial and Agricultural		1,117			302
Real Estate — Construction		56			300
Real Estate — Residential		961			413
Real Estate — Commercial		53			147
Consumer		1,777			1,418
Lease Financing		—			16
Total Charge-Offs		3,964			2,596
Recoveries:
Commercial, Financial and Agricultural		314			361
Real Estate — Construction		—			—
Real Estate — Residential		145			223
Real Estate — Commercial		250			1,065
Consumer		1,034			911
Lease Financing		21			37
Total Recoveries		1,764			2,597
Net Charge-Offs		2,200			<1>
Provision Charged to Earnings		2,205			—
Allowance for Loan Losses of Acquired Banks		9,334			—
Ending Balance	$	79,839		$	69,695
Annualized Ratio of Net Charge-Offs to Average Loans		.25	%		—
Ratio of Allowance for Loan Losses to End of Period Loans, Net of Unearned Interest		1.95	%		2.10	%

-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, 2007 and 2006.

(Dollars in Thousands, Except Per Share Data)
	Three Months Ended
	March 31,
	2007		2006
Numerator:
Net Income	$	21,063	$	23,807
Denominator:
Denominator for Basic Earnings Per Share (Weighted Average Shares Outstanding)		14,121,331		14,034,360
Effect of Dilutive Securities		17,186		61,535
Denominator for Diluted Earnings Per Share (Weighted Average Shares Outstanding Adjusted for the Dilutive Securities)		14,138,517		14,095,895
Earnings per Share:
Basic Earnings Per Share	$	1.49	$	1.70
Diluted Earnings Per Share	$	1.49	$	1.69

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), The Citizens National Bank of Urbana (CIT), Vision Bank (Alabama) (VAL) and Vision Bank (Florida) (VFL).

-12-

Operating Results for the Three Months Ended March 31, 2007											Balances at
(In Thousands)											March 31, 2007
	Net Interest		Provision for				Other
	Income		Loan Losses		Other Income		Expense		Net Income		Assets
PNB	$	18,136	$	620	$	6,871	$	12,869	$	7,795	$	2,037,618
RTC		4,276		420		1,223		2,867		1,467		548,437
CNB		6,213		440		1,951		4,205		2,341		719,702
FKNB		7,713		255		1,904		4,635		3,121		761,678
UB		1,871		20		588		1,678		522		209,681
SNB		3,071		40		599		2,051		1,105		392,537
SEC		7,596		140		2,243		5,200		3,057		850,713
CIT		1,309		40		394		1,058		412		154,444
VAL		1,294		—		166		776		424		480,980
VFL		781		—		101		629		157		331,494
All Other		2,638		230		134		3,341		662		<179,829>
TOTAL	$	54,898	$	2,205	$	16,174	$	39,309	$	21,063	$	6,307,455

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

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 periods ended March 31, 2007 and 2006. The reconciling amounts for consolidated total assets for both of the periods ended March 31, 2007 and 2006 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

Park did not grant any stock options during the first quarter of 2007 or the first quarter of 2006. Additionally, no stock options became vested during the first quarter of 2007 or the first quarter of 2006.

-13-

The following table summarizes stock option activity during the first quarter of 2007.

			Weighted
			Average Exercise
	Stock Options		Price Per Share
Outstanding at December 31, 2006		686,024	$	101.89
Granted		—		—
Exercised		<2,846>		81.83
Forfeited/Expired		<13,768>		95.35
Outstanding at March 31, 2007		669,410	$	102.11

All of the stock options outstanding at March 31, 2007 were exercisable. The aggregate intrinsic value of the outstanding stock options at March 31, 2007 was $1,200,000.

The intrinsic value of the stock options exercised during the first quarter of 2007 was $47,000 and the intrinsic value of the stock options exercised during the first quarter of 2006 was $400,000. The weighted average contractual remaining term was 1.9 years for the stock options outstanding at March 31, 2007.

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, 2007, incentive stock options (granted under both the 2005 Plan and 1995 Plan) covering 657,403 common shares were outstanding. The remaining outstanding stock options at March 31, 2007 of 12,007 pertain to a stock option plan assumed by Park in the acquisition of Security Banc Corporation in 2001. At March 31, 2007, Park held 918,871 treasury shares that are allocated for the stock option plans (including the Security Plan). Management anticipates that 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 was as follows at the dates shown:

	March 31,		December 31,
(In Thousands)	2007		2006
Commercial, Financial and Agricultural	$	608,751	$	548,254
Real Estate:
Construction		530,609		234,988
Residential		1,434,262		1,300,294
Commercial		957,863		854,869
Consumer		548,828		532,092
Leases		8,370		10,205
Total Loans	$	4,088,683	$	3,480,702

-14-

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 2007 or 2006. 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.

(In Thousands)
			Gross		Gross
March 31, 2007			Unrealized		Unrealized		Estimated Fair
Securities Available-for-Sale	Amortized Cost		Holding Gains		Holding Losses		Value
Obligations of U.S. Treasury and Other U.S. Government Sponsored Entities	$	205,325	$	365	$	195	$	205,495
Obligation of States and Political Subdivisions		54,791		883		25		55,649
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		1,110,864		981		21,439		1,090,406
Equity Securities		1,893		573		43		2,423
Total
Total	$	1,372,873	$	2,802	$	21,702	$	1,353,973
Total

			Gross		Gross
March 31, 2007			Unrecognized		Unrecognized		Estimated
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of States and Political Subdivisions	$	14,710	$	147	$	—	$	14,857
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		158,920		4		6,064		152,860
Total
Total	$	173,630	$	151	$	6,064	$	167,717
Total

(In Thousands)
			Gross		Gross
December 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	$	90,988	$	140	$	419	$	90,709
Obligation of States and Political Subdivisions		53,947		1,006		3		54,950
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		1,153,515		932		26,823		1,127,624
Equity Securities		1,236		595		35		1,796
Total
Total	$	1,299,686	$	2,673	$	27,280	$	1,275,079
Total

			Gross		Gross
December 31, 2006			Unrecognized		Unrecognized		Estimated
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of States and Political Subdivisions	$	15,140	$	169	$	—	$	15,309
Total
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		161,345		1		6,869		154,477
Total
Total	$	176,485	$	170	$	6,869	$	169,786
Total

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Note 9 — Other Investment Securities

Other investment securities consist of stock investments in the Federal Home Loan Bank and the Federal Reserve Bank. These restricted stock investments are carried at their amortized costs.

	March 31,		December 31,
(In Thousands)	2007		2006
Federal Home Loan Bank Stock	$	56,934	$	55,523
Federal Reserve Bank Stock		6,411		6,411
Total	$	63,345	$	61,934

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.

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. Management does not expect to make a pension plan contribution in 2007. A pension plan contribution of $9,117,417 was paid during the first quarter of 2006.

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

	Three Months Ended
	March 31,
(In Thousands)	2007		2006
Service Cost	$	810	$	795
Interest Cost		776		722
Expected Return on Plan Assets		<1,066>		<994>
Amortization of Prior Service Cost		8		3
Recognized Net Actuarial Loss		138		139
Benefit Expense	$	666	$	665

Note 11 — Income Taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of Statement of Financial Standard (“SFAS”) No. 109 (FIN 48),” which prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The benefit recognized for a tax position that meets the more-likely-than-not criteria is measured based on the largest benefit that is more than 50 percent likely to be realized, taking into consideration the amounts and probabilities of the outcome upon settlement. FIN 48 also provides guidance on disclosures and other issues. Effective January 1, 2007, Park adopted the provisions of FIN 48 and there was no material effect on the financial statements. As a result, there was no cumulative effect related to adopting FIN 48. As of January 1, 2007, Park had provided a liability of $789,000 for unrecognized tax benefits related to various federal and state income tax matters. Park recognizes interest and penalties through the income tax provision. The total amount of interest and penalties on the date of adoption was $76,000. Management does not expect the total amount of unrecognized tax benefits to significantly increase in the next three quarters. Park is no longer subject to examination by federal taxing authorities for the year 2002 and the years prior.

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Note 12 — Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument by instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be reported in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management does not expect that the adoption of this standard on January 1, 2008 will have a material impact on Park’s financial statements.

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management does not expect that the adoption of this standard on January 1, 2008 will have a material impact on Park’s financial statements.

In July 2006, the Emerging Issues Task Force (“EITF”) of FASB issued a draft abstract for EITF Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”. This draft abstract from EITF reached a consensus that for an endorsement split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”. The Task Force concluded that a liability for the benefit obligation under SFAS No. 106 has not been settled through the purchase of an endorsement type life insurance policy. In September 2006, FASB agreed to ratify the consensus reached in EITF Issue No. 06-04. This new accounting standard will be effective for fiscal years beginning after December 15, 2007. At March 31, 2007, Park and its subsidiary banks owned $117 million of bank owned life insurance policies. These life insurance policies are generally subject to endorsement split-dollar life insurance arrangements. These arrangements were designed to provide a pre-and postretirement benefit for senior officers and directors of Park and its subsidiary banks. Park’s management has not completed its evaluation of the impact of the adoption of EITF Issue No. 06-4 on Park’s financial statements. Without an adjustment to the postretirement benefits provided by the endorsement split-dollar life insurance agreements, Park’s management has concluded that the adoption of EITF Issue No. 06-4 may 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. Risk and uncertainties that could cause actual results to differ materially include without limitation, Park’s ability to execute its business plan, Park’s ability to successfully integrate acquisitions into Park’s operations, Park’s ability to achieve the anticipated cost savings and revenue synergies from acquisitions, changes in general economic and financial market conditions, changes in interest rates, changes in the competitive environment, changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies, demand for loans in the respective market areas served by Park and its subsidiaries, and other risk factors relating to the banking industry as detailed from time to time in Park’s reports filed with the Securities and Exchange Commission including those described in “Item 1A. Risk Factors” of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in “Item 1A. Risk Factors” of Part II of this Quarterly Report on Form 10-Q. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Critical Accounting Policies

Note 1 of the Notes to Consolidated Financial Statements included in Park’s 2006 Annual Report to Shareholders lists significant accounting policies used in the development and presentation of Park’s 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 incurred 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 those 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 Standards (“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, 2007, Park had core deposit intangibles of $17.7 million subject to amortization and $181.1 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 $181.1 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 2007 and no impairment charge was deemed necessary.

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Comparison of Results of Operations
For the Three Months Ended
March 31, 2007 and 2006

Impact of the Vision Acquisition on the First Quarter of 2007

Park acquired Vision on March 9, 2007. (See Note 2 of the Notes to Consolidated Financial Statements for information concerning this acquisition.) The following table displays (for selected balance sheet items at March 31, 2007) the consolidated balance sheet item, the total for the balance sheet item for the two Vision Banks and the total for the balance sheet item without the two Vision Banks.

Selected Balance Sheet Items
(In Thousands)
			March 31, 2007				December 31, 2006
					Park Without
	Park		Vision Banks		Vision Banks		Park
Cash and Due from Banks	$	169,192	$	26,141	$	143,051	$	177,990
Money Market Instruments	$	28,938	$	19,203	$	9,735	$	8,266
Total Investment Securities	$	1,590,948	$	29,866	$	1,561,082	$	1,513,498
Loans	$	4,088,683	$	598,006	$	3,490,677	$	3,480,702
Allowance for Loan Losses	$	79,839	$	9,336	$	70,503	$	70,500
Net Loans	$	4,008,844	$	588,670	$	3,420,174	$	3,410,202
Bank Premises and Equipment	$	64,946	$	18,247	$	46,699	$	47,554
Goodwill and Other Intangible Assets	$	198,828	$	121,333	$	77,495	$	78,003
Noninterest Bearing Deposits	$	718,829	$	78,822	$	640,007	$	664,962
Interest Bearing Deposits	$	3,833,647	$	530,719	$	3,302,928	$	3,160,572
Total Deposits	$	4,552,476	$	609,541	$	3,942,935	$	3,825,534
Total Borrowed Money	$	1,010,970	$	10,866	$	1,000,104	$	979,913
Total Assets	$	6,308,055	$	813,074	$	5,494,981	$	5,470,876

The following table compares the income statement for the first quarter of 2007 with the income statement for the first quarter of 2006. The 2007 income statement has been adjusted to display the impact of the two Vision Banks from March 9, 2007 through March 31, 2007.

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Summary Income Statement
(In Thousands)
	Quarter Ended						Quarter Ended
	March 31, 2007						March 31, 2006
					Park Without
	Park		Vision Banks		Vision Banks		Park
Total Interest and Dividends Income	$	90,836	$	3,632	$	87,204	$	80,596
Total Interest Expense		35,938		1,557		34,381		27,177
Net Interest Income		54,898		2,075		52,823		53,419
Provision for Loan Losses		2,205		—		2,205		—
Income from Fiduciary Activities		3,504		—		3,504		3,276
Service Charges on Deposit Accounts		4,847		106		4,741		4,463
Other Service Income		2,505		23		2,482		2,727
Other		5,318		137		5,181		4,927
Total Other Income		16,174		266		15,908		15,393
Salaries and Employee Benefits		22,460		783		21,677		20,046
Occupancy Expense		2,538		85		2,453		2,262
Furniture and Equipment Expense		1,392		68		1,324		1,336
Other Expense		12,919		469		12,450		11,368
Total Other Expense		39,309		1,405		37,904		35,012
Income Before Income Taxes		29,558		936		28,622		33,800
Income Taxes		8,495		356		8,139		9,993
Net Income	$	21,063	$	580	$	20,483	$	23,807

Summary Discussion of Results

Net income decreased by $2.7 million or 11.5% to $21.1 million for the three months ended March 31, 2007 compared to $23.8 million in net income for the first quarter of 2006. The annualized, net income to average asset ratio (ROA) was 1.51% for the first quarter of 2007 compared to 1.78% for the first quarter of 2006. The annualized, net income to average equity ratio (ROE) was 14.58% for the first three months of 2007 compared to 17.65% for the same period in 2006.

Diluted earnings per share decreased by 11.8% to $1.49 for the first quarter of 2007 compared to $1.69 for the first quarter of 2006.

For the first quarter of 2007 compared to the first quarter of 2006, income before income taxes benefited from an increase in net interest income of $1.5 million and an increase in total other income of $781,000. However, the provision for loan losses increased by $2.2 million and total other expense increased by $4.3 million. The net result was a decrease in income before income taxes of $4.2 million in 2007 compared to 2006. Income tax expense decreased by $1.5 million in 2007 compared to 2006.

-21-

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 increased by $1.5 million or 2.8% to $54.9 million for the first quarter of 2007 compared to $53.4 million for the first quarter of 2006. 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 2007 with the same quarter in 2006.

Three Months Ended March 31,
(In Thousands)
	2007					2006
			Tax					Tax
	Average		Equivalent			Average		Equivalent
	Balance		%			Balance		%
Loans	$	3,631,168		7.97	%	$	3,311,576		7.35	%
Taxable Investments		1,492,642		5.04	%		1,601,349		4.95	%
Tax Exempt Investments		68,641		6.78	%		82,628		6.94	%
Money Market Instruments		23,396		5.09	%		9,368		5.29	%
Interest Earning Assets	$	5,215,847		7.10	%	$	5,004,921		6.57	%
Interest Bearing Deposits	$	3,376,488		3.08	%	$	3,126,606		2.25	%
Short-Term Borrowings		357,052		4.45	%		347,697		3.65	%
Long-Term Debt		606,736		4.24	%		652,670		4.18	%
Interest Bearing Liabilities	$	4,340,276		3.36	%	$	4,126,973		2.67	%
Excess Interest Earning Assets	$	875,571		—		$	877,948		—
Net Interest Spread				3.74	%				3.90	%
Net Interest Margin				4.31	%				4.37	%

Average interest earning assets increased by $211 million or 4.2% to $5,216 million for the three months ended March 31, 2007 compared to the same quarter in 2006.

Average loan balances increased by $320 million or 9.7% to $3,631 million in the first quarter of 2007 compared to the same period in 2006. The following table shows the growth in total loans outstanding for each of the past four quarters.

	Amount
March 31, 2006	$	3,318,314
Growth in Loans		49,781
June 30, 2006		3,368,095
Growth in Loans		22,382
September 30, 2006		3,390,477
Acquisition of Anderson Bank		52,853
Growth in Loans		37,372
December 31, 2006		3,480,702
Acquisition of Vision Banks		595,565
Growth in Loans		12,416
March 31, 2007	$	4,088,683

-22-

For the past four quarters, total loans outstanding increased by $122 million or 3.7% (exclusive of the loans acquired from the acquisitions of banks).

The average yield on the loan portfolio was 7.97% for the first quarter of 2007 compared to 7.35% for the first quarter of 2006. Management expects that the average yield on the loan portfolio will be approximately 8.10% during the second quarter of 2007 and will increase slightly during the second half of the year. This projection assumes that the federal funds rate will remain at 5.25% for the remainder of 2007.

Average investment securities, including money market instruments, were $1,585 million for the first quarter of 2007 compared to $1,693 million for the first quarter of 2006. 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
(Dollars in Thousands)	2007			2006			2006			2006			2006
Average Investment Securities	$	1,584,679		$	1,559,663		$	1,584,397		$	1,641,955		$	1,693,345
Average Federal Funds Rate		5.25	%		5.25	%		5.25	%		4.91	%		4.46	%
Average Five Year Treasury Rate		4.65	%		4.60	%		4.84	%		4.99	%		4.55	%

Management has reduced the amount of purchases of investment securities during the past five quarters due to the small spread between the yield on investment securities that Park purchases and the federal fund rate. As indicated in the above table, the spread between the average federal funds rate and the average rate on a five year U.S. Treasury security has been inverted for the past three quarters. Typically, the investments purchased by Park yield 50 to 75 basis points more than a five year U.S. Treasury security. Park purchased short-term U.S. Government Sponsored Entities’ securities during the first quarter of 2007 at a yield of about 5.25%. These securities were used as collateral for public funds deposits.

The average yield on taxable investment securities was 5.04% for the first quarter of 2007 compared to 4.95% for the same period in 2006. The tax equivalent yield on tax exempt investment securities was 6.78% for the first quarter of 2007 compared to 6.94% for the same period in 2006. No tax exempt investment securities were purchased during the past year.

At March 31, 2007, the tax equivalent yield on the total investment portfolio was 5.01% and the average maturity was 4.0 years. U.S. Government Sponsored Entities’ asset-backed securities comprised approximately 79% of the total investment portfolio at the end of the first quarter of 2007. 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 4.4 years with a 100 basis point increase in long-term interest rates and to 4.7 years with a 200 basis point increase in long-term interest rates.

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Average interest bearing liabilities increased by $213 million or 5.2% to $4,340 million for the first three months of 2007 compared to the same period in 2006. The average cost of interest bearing liabilities increased to 3.36% for the first quarter of 2007 compared to 2.67% for the first quarter of 2006. The average federal funds rate was 5.25% for the first quarter of 2007 compared to 4.46% for the first quarter of 2006.

Average interest bearing deposits increased by $250 million or 8.0% to $3,376 million for the first quarter of 2007 compared to the first quarter of 2006. The average cost of interest bearing deposits increased to 3.08% for the first three months of 2007 compared to 2.25% for the same period in 2006.

Average total borrowings were $964 million for the first quarter of 2007 compared to $1,000 million for the first quarter of 2006. The average cost of total borrowings was 4.32% for the first quarter of 2007 compared to 3.99% for the same period in 2006.

The net interest spread (the difference between the yield on interest earning assets and the cost of interest bearing liabilities) decreased by 16 basis points to 3.74% in 2007 compared to 3.90% in 2006. The net interest margin decreased by 6 basis points to 4.31% for the first quarter of 2007 compared to the same period in 2006.

Each month, management projects Park’s financial statements for the remainder of the 2007 fiscal year. Management expects the following in its current forecast:

• The federal funds rate remains at 5.25% for the next three quarters.

• The yield curve continues to be inverted with long-term interest rates lower than short-term interest rates.

• Total loans outstanding will increase at an annual growth rate of between 4% to 5% for the last three quarters of 2007.

• Investment securities are expected to decrease as the funds generated from repayments and maturities of securities are largely not reinvested.

• Total deposits will increase at an annual growth rate of between 1% to 2% for the last three quarters of 2007.

• The yield on the loan portfolio is expected to average about 8.15% over the next three quarters.

• The cost of interest bearing deposits is expected to average about 3.35% over the remainder of 2007.

• The net interest margin is expected to improve to 4.35% in the second quarter and further improve in the second half of 2007 to 4.45% to 4.50%.

Provision for Loan Losses

The provision for loan losses was $2.2 million for the first quarter of 2007. Park did not provide a provision for loan losses for the first quarter of 2006. Net loan charge-offs were $2.2 million for the first quarter of 2007 compared to a recovery of $1,000 for 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.

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The reserve for loan losses as a percentage of outstanding loans was 1.95% at March 31, 2007 compared to 2.03% at December 31, 2006 and 2.10% at March 31, 2006. Nonperforming loans, defined as loans that are 90 days past due, renegotiated loans and nonaccrual loans were $40.6 million or .99% of loans at March 31, 2007 compared to $32.9 million or .95% of loans at December 31, 2006 and $27.9 million or .84% of loans at March 31, 2006. Nonperforming loans increased by $7.7 million during the first quarter of 2007. Most of this increase was due to the acquisition of Vision on March 9, 2007. The two Vision Banks had a total of $6.7 million in nonperforming loans at March 31, 2007.

Nonaccrual loans increased by $18.3 million to $34.3 million at March 31, 2007 compared to $16.0 million at December 31, 2006. Approximately $6.7 million of this increase was due to the nonaccrual loans from the two Vision Banks at March 31, 2007. Additionally, Park’s management strengthened the guidelines on when nonperforming loans are placed on nonaccrual status during the quarter. As a result, approximately $3.6 million of the loans that were classified as renegotiated loans at December 31, 2006 were placed on nonaccrual status at March 31, 2007 and approximately $4 million of the loans classified as past due 90 days or more at December 31, 2006 were placed on nonaccrual status at March 31, 2007.

Park’s annualized net loan charge-off ratio was .25% for the first quarter of 2007. By comparison, Park’s net loan charge-off ratio for the past five years has been .12% for 2006, .18% for 2005, .28% for 2004, .43% for 2003 and .48% for 2002. Management expects that the net loan charge-off ratio for the last three quarters of 2007 will be .25% to .35% of average loans. Management further expects that the quarterly loan loss provision will be between $2.6 million and $3.6 million for each of the last three quarters of 2007.

The following table compares nonperforming assets at March 31, 2007 and December 31, 2006.

	March 31,			December 31,
Nonperforming Assets	2007			2006
	(Dollars in Thousands)
Nonaccrual Loans	$	34,302		$	16,004
Renegotiated Loans		3,446			9,113
Loans Past Due 90 Days or More		2,881			7,832
Total Nonperforming Loans		40,629			32,949
Other Real Estate Owned		4,598			3,351
Total Nonperforming Assets	$	45,227		$	36,300
Percentage of Nonperforming Loans to Loans, Net of Unearned Interest		.99	%		.95	%
Percentage of Nonperforming Assets to Loans, Net of Unearned Interest		1.11	%		1.04	%
Percentage of Nonperforming Assets to Total Assets		.72	%		.66	%

-25-

Total Other Income

Total other income increased by $781,000 or 5.1% to $16.2 million for the three months ended March 31, 2007 compared to $15.4 million for the first quarter of 2006.

The following table is a summary of the changes in the components of total other income.

	Three Months Ended
	March 31,
(In Thousands)	2007		2006		Change
Fees from Fiduciary Activities	$	3,504	$	3,276	$	228
Service Charges on Deposit Accounts		4,847		4,463		384
Nonyield Loan Fees		2,505		2,727		<222>
Check Card Fee Income		1,530		1,204		326
ATM Fee Income		775		792		<17>
CSV Life Insurance		979		999		<20>
Other Income		2,034		1,932		102
Total	$	16,174	$	15,393	$	781

Total other income includes $266,000 generated by the two Vision Banks for the 22 day period from March 9, 2007 thru March 31, 2007. Management expects that total other income will increase to approximately $17.8 million for the second quarter of 2007 with the inclusion of the two Vision Banks for the entire quarter.

The decrease in nonyield loan fees of $222,000 or 8.1% to $2.5 million for the first quarter of 2007 is due to a decrease in the origination and sale of fixed rate mortgage loans. Management expects that the origination and sale of fixed rate mortgage loans will continue to lag behind the volume from last year.

Gain (Loss) on Sale of Securities

There were no sales of securities during the first quarter of 2007 and 2006.

Total Other Expense

Total other expense increased by $4.3 million or 12.3% to $39.3 million for the first quarter of 2007 compared to $35.0 million for the first quarter of 2006. Total other expense includes $1.4 million in expenses from the two Vision Banks for the 22 day period from March 9, 2007 thru March 31, 2007. Management expects that total operating expenses will increase to approximately $43.0 million for the second quarter of 2007 with the inclusion of the two Vision Banks for the entire quarter.

Salaries and employee benefit expense increased by $2.4 million or 12.0% to $22.5 million for the first quarter of 2007 compared to the same period in 2006. Salaries and employee benefit expense includes $783,000 from the two Vision Banks for the 22 day period from March 9, 2007 thru March 31, 2007. Management expects that salaries and employee benefit expense for the second quarter of 2007 will increase to approximately $24.7 million.

Full time equivalent employees were 2,057 at March 31, 2007 compared to 1,892 at December 31, 2006 and 1,836 at March 31, 2006.

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The sub category of “Other Expense” increased by $1.55 million or 13.6% to $12.9 million for the first quarter of 2007 compared to the same period in 2006. The categories with the largest increase in 2007 compared to 2006 were professional fees which increased by $365,000 or 19.5% and marketing which increased by $165,000 or 16.7%.

Income Tax

Income tax expense was $8.5 million for the first quarter of 2007 compared to $10.0 million for the first quarter of 2006. The ratio of income tax expense (federal and state) to income before taxes was approximately 28.7% in 2007 and 29.6% in 2006.

Park and its subsidiary banks headquartered in Ohio do not pay state income tax to the state of Ohio, but pay a franchise tax based on their year-end equity. State tax expense for Park and its subsidiary banks headquartered in Ohio was $685,000 in 2007 and $693,000 in 2006. This expense is included in the sub category of “Other Expense”.

The two Vision Banks are subject to state income tax in the states of Alabama and Florida. State income tax expense was $41,000 in 2007 which was included in income tax expense.

The difference between the effective federal income tax rate (28.6% in 2007 and 29.6% in 2006) 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.

Comparison of Financial Condition
At March 31, 2007 and December 31, 2006

Changes in Financial Condition and Liquidity

Total assets increased by $837 million or 15.3% to $6,308 million at March 31, 2007 compared to $5,471 million at December 31, 2006. Most of the increase in assets was due to the acquisition of Vision. The two Vision Banks had combined assets including goodwill, of $813 million at March 31, 2007.

Total investment securities (including interest bearing deposits) increased by $77 million to $1,591 million at March 31, 2007 compared to $1,514 million at December 31, 2006. The increase in investment securities was primarily due to purchases of very short-term (30 days and less in maturity) investment securities that were utilized as collateral for public funds deposits. Management expects that the investment portfolio will decrease during the second quarter as public funds deposits are expected to decrease. Management has not been purchasing long-term investment securities as the yield on possible investment purchases is only slightly higher than the federal funds rate of 5.25%.

Loan balances increased by $608 million or 17.5% to $4,089 million at March 31, 2007 compared to $3,481 million at December 31, 2006. Most of the increase in loans was due to the acquisition of Vision. The two Vision Banks had combined loan balances of $598 million at March 31, 2007.

Total liabilities increased by $747 million during the first quarter of 2007 to $5,647 million at March 31, 2007. Most of the increase was due to the acquisition of Vision. The two Vision Banks had combined total liabilities of $628 million at March 31, 2007.

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Total deposits increased by $727 million or 19.0% during the first quarter of 2007 to $4,552 million at March 31, 2007. Most of the increase was due to the acquisition of Vision. The two Vision Banks had combined total deposits of $610 million at March 31, 2007. The additional increase in deposits of $117 million was primarily due to a seasonal increase in public funds deposits.

Total borrowed money increased by $31 million during the first quarter of 2007 to $1,011 million at March 31, 2007 compared to $980 million at December 31, 2006.

Total stockholders’ equity increased by $90 million during the first quarter of 2007 to $661 million at March 31, 2007. Common stock increased by $83 million due the issuance of 792,937 Park common shares for the acquisition of Vision. Retained earnings increased by $8 million during the first quarter due to net income of $21 million and dividends of $13 million. Treasury stock increased by $4.6 million as the number of treasury shares increased by 49,588 during the first quarter of 2007. Park purchased 52,434 common shares at a cost of $4.9 million and 2,846 of treasury shares were reissued upon the exercise of stock options with related proceeds of $233,000. The accumulated other comprehensive loss decreased by $3.7 million during the first quarter of 2007. Long-term interest rates decreased during the first quarter of 2007 and as a result the unrealized net holding loss on available-for-sale investment securities, net of taxes, decreased from $16.0 million to $12.3 million.

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.

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 64.8% at March 31, 2007 compared to 63.6% at December 31, 2006 and 60.9% at March 31, 2006. Cash and cash equivalents totaled $198 million at March 31, 2007 compared to $186 million at December 31, 2006 and $156 million at March 31, 2006. 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, 2007 was $661 million or 10.48% of total assets compared to $570 million or 10.43% of total assets at December 31, 2006 and $545 million or 10.01% of total assets at March 31, 2006.

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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 8.28% at March 31, 2007 and 9.96% at December 31, 2006. The minimum Tier 1 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 1 risk-based capital ratio was 11.33% at March 31, 2007 and 14.72% at December 31, 2006. 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 12.94% at March 31, 2007 and 15.98% at December 31, 2006.

The financial institution subsidiaries of Park each met the well capitalized ratio guidelines at March 31, 2007. The following table indicates that capital ratios for each subsidiary and Park at March 31, 2007.

				Tier I			Total
	Leverage			Risk-Based			Risk-Based
Park National Bank		6.03	%		8.50	%		11.12	%
Richland Trust Company		5.68	%		10.06	%		11.32	%
Century National Bank		5.92	%		9.47	%		11.12	%
First-Knox National Bank		5.74	%		8.82	%		11.32	%
Second National Bank		5.68	%		8.87	%		11.13	%
United Bank, N.A.		5.42	%		11.24	%		12.49	%
Security National Bank		6.01	%		9.84	%		11.30	%
Citizens National Bank		7.69	%		15.81	%		17.06	%
Vision Bank (Alabama)		9.88	%		10.55	%		11.80	%
Vision Bank (Florida)		9.54	%		10.13	%		11.39	%
Park National Corporation		8.28	%		11.33	%		12.94	%
Minimum Capital Ratio		4.00	%		4.00	%		8.00	%
Well Capitalized Ratio		5.00	%		6.00	%		10.00	%

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 36 of Park’s 2006 Annual Report to Shareholders (Table 12) for disclosure concerning contractual obligations and commitments at December 31, 2006.

As described in Note 2 of the Notes to Consolidated Financial Statements of this Form 10-Q, Park completed its acquisition of Vision on March 9, 2007. An estimated purchase obligation of $90.4 million was included in Table 12 on page 36 of Park’s 2006 Annual Report to Shareholders for this transaction. This obligation was paid to the shareholders of Vision as part of the closing of the acquisition. Park assumed the obligations of Vision and the two Vision Banks as part of the transaction. See page 20 of this Form 10-Q for disclosure of the deposit liabilities and borrowings of the two Vision Banks at March 31, 2007.

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Financial Instruments with Off-Balance Sheet Risk

All of the subsidiary banks of Park are 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 instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.

The exposure to credit loss (for the subsidiary banks of Park) in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. Park (and all of its subsidiary banks) uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The total amounts of off-balance sheet financial instruments with credit risk are as follows:

	March 31,		December 31,
(In Thousands)	2007		2006
Loan Commitments	$	1,159,522	$	824,412
Unused Credit Card lines		140,715		140,100
Standby Letters of Credit	$	30,168	$	19,687

The large increase in loan commitments is primarily due to the acquisition of Vision. The two Vision Banks are included in the March 31, 2007 amounts. The loan commitments are generally for variable rates of interest.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 35 and 36 of Park’s 2006 Annual Report to Shareholders, which is incorporated by reference into Park’s 2006 Form 10-K.

On page 35 (Table 11) of Park’s 2006 Annual Report to Shareholders, management reported that Park’s twelve month cumulative rate sensitivity gap was a negative (liabilities exceeding assets) $396 million or 7.92% of interest earning assets at December 31, 2006. At March 31, 2007, Park’s twelve month cumulative rate sensitivity gap decreased to a negative (liabilities exceeding assets) $209 million or 3.64% of interest earning assets. This reduction in the negative twelve month cumulative rate sensitivity gap of $187 million was primarily due to the acquisition of Vision, as Vision had a positive (assets exceeding liabilities) twelve month cumulative rate sensitivity gap position.

Management supplements the interest rate sensitivity gap analysis with periodic simulations of balance sheet sensitivity under various interest rate and what-if scenarios to better forecast and manage the net interest margin. Management uses a 50 basis point change in market interest rates per quarter for a total of 200 basis points per year in evaluating the impact of changing interest rates on net interest income and net income over a twelve month horizon.

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On page 36 of Park’s 2006 Annual Report to Shareholders, management reported that at December 31, 2006, the earnings simulation model projected that net income would increase by .1% using a rising interest rate scenario and decrease by .7% using a declining interest rate scenario over the next year. At March 31, 2007, the earnings simulation model projected that net income would increase by 1.0% using a rising interest rate scenario and decrease by 1.6% using a declining interest rate scenario. The primary reason for the change in the simulation results from year-end 2006 to March 31, 2007 is due to the acquisition of Vision.

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:

• 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 were effective as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q.

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, 2007, 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

There are no pending legal proceedings to which Park or any of its subsidiaries is a party or to which any of their property is subject, except for routine legal proceedings to which Park’s subsidiary banks are parties incidental to their respective banking business. Park considers none of those proceedings to be material.

Item 1A. Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “ITEM 1A. RISK FACTORS” of Part I of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”), we included a detailed discussion of our risk factors. The following information updates certain of our risk factors and should be read in conjunction with the risk factors disclosed in the 2006 Form 10-K. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described below or in the 2006 Form 10-K could materially adversely affect our business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Changes in economic and political conditions could adversely affect our earnings, as our borrowers’ ability to repay loans and the value of the collateral securing our loans decline.

Our success depends, to a certain extent, upon economic and political conditions, local and national, as well as governmental monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, money supply and other factors beyond our control may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings. The substantial majority of the loans made by our subsidiaries are to individuals and businesses in Ohio or in Gulf Coast communities in Alabama and the Florida panhandle. Consequently, a significant decline in the economy in Ohio or in Gulf Coast communities in Alabama or the panhandle of Florida could have a materially adverse effect on our financial condition and results of operations.

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We have no prior operating experience in the Alabama and Florida markets in which Vision Banks operate.

As of the date of this Quarterly Report on Form 10-Q, we and our subsidiaries operated 137 offices across 29 Ohio counties, one office in Kentucky, seven offices in one Alabama county and eight offices across four Florida counties. Park’s merger with Vision, which was effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, resulted in the expansion of our banking operations into the Alabama and Florida markets served the two Vision Banks – one headquartered in Gulf Shores, Alabama (“Vision Alabama”) and the other in Panama City, Florida (“Vision Florida”). We have no prior operating experience in these markets and, therefore, will rely to a large extent on the existing Boards of Directors and management of Vision Alabama and Vision Florida with respect to their operations. We, together with Vision Alabama and/or Vision Florida, as appropriate, entered into employment agreements with the following executive officers of Vision Alabama and Vision Florida: J. Daniel Sizemore, Chairman of the Board, Chief Executive Officer and President of Vision and Chairman of the Board and Chief Executive Officer of Vision Alabama and Vision Florida; William E. Blackmon, Executive Vice President and Chief Financial Officer of Vision and Vision Alabama; Andrew W. Braswell, Executive Vice President and Senior Lending Officer of Vision Alabama; Joey W. Ginn, President of Vision Florida; and Robert S. McKean, President of Vision Alabama; as well as seven other senior officers of Vision Alabama and Vision Florida. Each of these employment agreements, which became effective at the effective time of the merger, continues the executive officer’s or employee’s employment relationship with Vision Alabama or Vision Florida, as applicable, after the effective time of the merger for at least a three-year term. However, there is no guarantee that we will be able to retain the services of these executive officers and employees of Vision Alabama and Vision Florida, or that we will be able to successfully manage the operations of the Vision Alabama and Vision Florida in the Alabama and Florida markets.

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, 2007 as well as information concerning changes in the maximum number of common shares that may be purchased under Park’s previously announced repurchase programs as a result of the forfeiture of previously outstanding incentive stock options:

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					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 (1)		Programs (2)
January 1 thru January 31, 2007		—	$	—		—		1,711,662
February 1 thru February 28, 2007		—	$	—		—		1,709,315
March 1 thru March 31, 2007		52,434	$	92.73		52,434		1,647,787
Total		52,434	$	92.73		52,434		1,647,787

(1)	All of the common shares reported were purchased in the open market under Park’s publicly announced stock repurchase programs.
(2)	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 stock repurchase authorization to fund the Park National Corporation 2005 and 1995 Incentive Stock Option Plans as well as Park’s publicly announced stock repurchase program.
	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, 2007, 609,746 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 Park 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, 2007, incentive stock options covering 212,498 common shares were outstanding and 1,287,502 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, 2007, incentive stock options covering 444,905 common shares were outstanding.
	Incentive stock options, granted under both the 2005 Plan and the 1995 Plan, covering 657,403 common shares were outstanding as of March 31, 2007 and 1,287,502 common shares were available for future grants. With 906,864 common shares held as treasury shares for purposes of the 2005 Plan and 1995 Plan at March 31, 2007, an additional 1,038,041 common shares remain authorized for repurchase for purposes of funding the 2005 Plan and 1995 Plan.

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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 16, 2007:

(a.)	On April 16, 2007, Park National Corporation held its Annual Meeting of Shareholders. At the close of business on the February 21, 2007 record date, 13,923,994 Park National Corporation common shares were outstanding and entitled to vote. At the Annual Meeting, 12,109,566 or 86.97% of the outstanding common shares entitled to vote were represented by proxy or in person.
(b), (c)	Directors elected at the Annual Meeting for a three year term to expire at the 2010 Annual Meeting of Shareholders:

	Maureen Buchwald
11,888,905	For	220,661	Withheld
	J. Gilbert Reese
11,774,484	For	335,082	Withheld
	Rick R. Taylor
12,047,218	For	62,348	Withheld
	David L. Trautman
12,026,806	For	82,760	Withheld
	Leon Zazworsky
12,043,541	For	66,025	Withheld

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

Nicholas L. Berning
James J. Cullers
C. Daniel DeLawder
Harry O. Egger
F. William Englefield IV
William T. McConnell
John J. O’Neill
William A. Phillips
J. Daniel Sizemore

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Item 5. Other Information

Description of Park Common Shares

The following paragraphs provide an updated summary of the material attributes of the common shares of Park National Corporation, an Ohio corporation (“Park”). This description is qualified in its entirety by reference to the relevant provisions of Ohio law and the articles of incorporation and regulations of Park. The articles of incorporation and regulations of Park, as in effect on the date of this Quarterly Report on Form 10-Q, have previously been filed as exhibits to documents filed by Park with the Securities and Exchange Commission and are incorporated into this Quarterly Report on Form 10-Q by reference as noted in “Item 6. Exhibits” of Part II of this Quarterly Report on Form 10-Q.

Authorized shares

Park’s authorized capital stock consists of 20,000,000 common shares, without par value. The Park common shares are listed on the American Stock Exchange LLC under the symbol “PRK.”

Preemptive rights

Under Ohio law as currently enacted, shareholders do not have preemptive rights unless the corporation’s articles of incorporation provide otherwise. However, at the time the articles of incorporation of Park were adopted, Ohio law stated that shareholders had preemptive rights unless the corporation’s articles of incorporation provided otherwise.

The articles of incorporation of Park provide that the shareholders of Park have preemptive rights unless the Park common shares offered or sold are (1) treasury shares; (2) issued as a share dividend or distribution; (3) offered or sold in connection with any merger or consolidation to which Park is a party or any acquisition of or investment in, another corporation, partnership, proprietorship or other business entity or its assets by Park, whether directly or indirectly, by any means; (4) offered or sold pursuant to the terms of a stock option plan or employee benefit, compensation or incentive plan which has been approved by the holders of three-fourths of the issued and outstanding shares of Park; or (5) released from preemptive rights by the affirmative vote or written consent of holders of two-thirds of the shares entitled to preemptive rights.

Liquidation rights

Each Park common share entitles the holder thereof to share ratably in Park’s net assets legally available for distribution to shareholders in the event of Park’s liquidation, dissolution or winding up, after payment in full of all amounts required to be paid to creditors or provision for such payment.

Subscription, conversion and redemption rights

The holders of Park common shares do not have subscription or conversion rights, and there are no mandatory redemption provisions applicable to the Park common shares.

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Dividends

As an Ohio corporation, Park may, in the discretion of the Park Board of Directors, generally pay dividends to its shareholders out of surplus, however created, but must notify the shareholders if a dividend is paid out of capital surplus. The ability of Park to obtain funds for the payment of dividends and for other cash requirements largely depends on the amount of dividends which may be declared and paid by its subsidiaries. In addition, the Federal Reserve Board expects Park to serve as a source of strength to its subsidiary banks, which may require it to retain capital for further investments in its subsidiary banks, rather than use those funds for dividends for its shareholders.

Effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 (the “Effective Date”), Vision Bancshares, Inc., an Alabama corporation (“Vision”), merged with and into Park (the “Vision Merger”). In connection with the Vision Merger, Park entered into a First Supplemental Indenture, dated as of the Effective Date (the “First Supplemental Indenture”), with Vision and Wilmington Trust Company, a Delaware banking corporation, as Trustee. Under the terms of the First Supplemental Indenture, Park assumed all of the payment and performance obligations of Vision under the Junior Subordinated Indenture, dated as of December 5, 2005 (the “Indenture”), pursuant to which Vision issued $15.5 million of junior subordinated debentures to Vision Bancshares Trust I, a Delaware statutory trust (the “Vision Trust”). The junior subordinated debentures were issued by Vision in connection with the sale by the Vision Trust of $15.0 million of floating rate preferred securities to institutional investors on December 5, 2005.

Both the junior subordinated debentures and the preferred securities mature on December 30, 2035 (which maturity may be shortened to a date not earlier than December 30, 2010), and carry a floating interest rate per annum, reset quarterly, equal to the sum of three month LIBOR plus 1.48 percent. Payment of interest on the junior subordinated debentures, and payment of cash distributions on the preferred securities, may be deferred at any time or from time to time for a period not to exceed twenty consecutive quarters.

Under the terms of the Indenture, Park, as successor to Vision in accordance with the First Supplemental Indenture, is prohibited from declaring or paying dividends to the holders of Park common shares (a) if an event of default under the Indenture has occurred and continues or (b) during any period in which the payment of interest on the junior subordinated debentures by Park (and the payment of cash distributions on the preferred securities by the Vision Trust) is being deferred.

Number of directors

Under Ohio law, a corporation’s articles of incorporation or regulations determine the number of directors, but, in most circumstances, the number may not be less than three unless the corporation has less than three shareholders. Unless the articles of incorporation or regulations provide otherwise, the shareholders may fix or change the number of directors at a shareholder meeting called for the election of directors by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote.

The Park regulations provide for the Park Board of Directors to consist of not less than five and not more than 16 directors. The Park Board of Directors may not increase the number of directors to a number which exceeds by more than two the number of directors last elected by shareholders. The number of Park directors was last fixed at 14 directors and currently consists of 14 directors.

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Classification of the board of directors

Under Ohio law, a corporation’s articles of incorporation or regulations may provide for the classification of directors into either two or three classes so long as (a) each class consists of at least three directors and (b) no director serves a term of office greater than three years. Park’s regulations provide for the Park Board of Directors to be divided into three classes, with the term of office of one class expiring each year.

Nomination of directors

Under the Park regulations, either the Park Board of Directors or any shareholder entitled to vote in the election of directors may nominate a candidate for election to the Park Board of Directors. Shareholder nominations must be made in writing and must be received by the president of Park not less than 14 days and not more than 50 days prior to the shareholder meeting at which directors are to be elected. If, however, notice of the meeting is mailed or disclosed to shareholders less than 21 days before the meeting date, shareholder nominations must be received by the close of business on the 7^th day after notice is mailed. A shareholder’s notice to Park nominating a director must set forth:

• the name and address of each proposed nominee;

• the principal occupation of each proposed nominee;

• the total number of Park common shares that will be voted for each proposed nominee;

• the name and residence address of the notifying shareholder; and

• the number of Park common shares beneficially owned by the notifying shareholder.

Vacancies on the board

Under Ohio law, unless a corporation’s articles of incorporation or regulations provide otherwise, the remaining directors of a corporation may fill any vacancy in the board by the affirmative vote of a majority of the remaining directors. Directors elected to fill a vacancy serve the balance of the unexpired term. Park’s regulations provide that 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 Park Board of Directors for the unexpired term.

Removal of directors

Park’s regulations provide that a director or directors may be removed from office, with or without assigning cause, only by the vote of the holders of shares entitling them to exercise not less than a majority of the voting power of Park to elect directors in place of those to be removed, provided that unless all of the directors (or all of the directors of a particular class) are removed, no individual director may be removed if 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 of the directors of a particular class) would be sufficient to elect at least one director. However, under current Ohio law (Section 1701.58 of the Ohio Revised Code), the directors of an issuing public corporation with a classified board of directors may only be removed for cause. Because Park is an issuing public corporation and has a classified board of directors, the directors of Park may only be removed for cause.

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Special meetings of shareholders

Pursuant to Ohio law and the Park regulations, any of the following persons may call a special meeting of shareholders: 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 25% of the outstanding shares entitled to vote at the meeting.

Voting rights

Under Ohio law, shareholders have the right to make a request, in accordance with applicable procedures, to cumulate their votes in the election of directors unless a corporation’s articles of incorporation are amended, in accordance with applicable procedures, to eliminate that right. Park’s articles of incorporation have not been amended to eliminate cumulative voting in the election of directors. Accordingly, if, in accordance with Ohio law, any Park shareholder makes a proper request and announcement of such request is made at a meeting to elect directors, each shareholder will have votes equal to the number of directors to be elected, multiplied by the number of Park common shares owned by such shareholder, and will be entitled to distribute such votes among the candidates in any manner the shareholder wishes. Except with respect to an election of directors for which cumulative voting has been properly requested, each Park common share entitles the holder thereof to one vote on each matter submitted to the shareholders of Park for consideration.

Special voting requirements

The Park articles of incorporation contain special voting requirements that may be deemed to have anti-takeover effects. These voting requirements are described in Article Eighth and apply when any of the following actions are contemplated:

• any merger or consolidation of Park with a beneficial owner of 20% or more of the voting power of Park or an affiliate or associate of that 20% beneficial owner;

• any sale, lease, exchange, mortgage, pledge, transfer or other disposition of at least 10% of the total assets of Park to or with a 20% beneficial owner or its affiliates or associates;

• any merger of Park or one of its subsidiaries with a 20% beneficial owner or its affiliates or associates;

• any sale, lease, exchange, mortgage, pledge, transfer or other disposition to Park or one of its subsidiaries of all or any part of the assets of a 20% beneficial owner (or its affiliates or associates), excluding any disposition which, if included with all other dispositions consummated during the fiscal year by the 20% beneficial owner or its affiliates or associates, would not result in dispositions having an aggregate fair value in excess of 1% of the total consolidated assets of Park, unless all such dispositions by the 20% beneficial owner or its affiliates or associates during the same and four preceding fiscal years would result in disposition of assets having an aggregate fair value in excess of 2% of the total consolidated assets of Park;

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• any reclassification of Park common shares or any recapitalization involving the common shares of Park consummated within five years after a 20% beneficial owner becomes such;

• any agreement providing for any of the previously described business combinations; and

• any amendment to Article Eighth of the Park articles of incorporation.

The enlarged majority vote required when Article Eighth applies is the greater of:

• four-fifths of the outstanding Park common shares entitled to vote on the proposed business combination, or

• that fraction of the outstanding Park common shares having:

° as the numerator a number equal to the sum of:

§	the number of Park common shares beneficially owned by the 20% beneficial owner plus
§	two-thirds of the remaining number of Park common shares outstanding,

° and as the denominator, a number equal to the total number of outstanding Park common shares entitled to vote.

Article Eighth does not apply where (1) the shareholders who do not vote in favor of the transaction and whose proprietary interest will be terminated in connection with a transaction are paid a “minimum price per share” and (2) a proxy statement satisfying the requirements of the Securities Exchange Act of 1934 is mailed to the Park shareholders for the purpose of soliciting shareholder approval of the transaction. If the price criteria and procedural requirements are satisfied, the approval of a business combination would require only that affirmative vote (if any) required by law or by the Park articles of incorporation or regulations.

Amendments to articles of incorporation

Under Ohio law, shareholders may adopt amendments to the articles of incorporation by the affirmative vote of two-thirds of the shares entitled to vote on the proposal unless the corporation’s articles of incorporation provide for a different vote requirement, which cannot be less than a majority of the shares entitled to vote.

As discussed above under “Special voting requirements,” the Park articles of incorporation provide that, when there is one or more controlling persons of Park (i.e., persons who beneficially own shares of Park entitling them to exercise at least 20% of the voting power in the election of directors), Article Eighth cannot be altered, changed or repealed unless the amendment is adopted by a specified proportion of Park’s shareholders.

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Amendments to regulations

Under Ohio law, shareholders may amend the regulations or adopt revised regulations consistent with Ohio law and the corporation’s articles of incorporation, by the affirmative vote of a majority of shares entitled to vote if done at a shareholder meeting. Shareholders may amend the regulations without a meeting by the affirmative vote of the holders of two-thirds of the shares entitled to vote on the proposal. Ohio law provides that a corporation’s articles of incorporation or regulations may increase or decrease the required shareholder vote, but may not allow approval by less than a majority of the voting power.

The Park regulations provide that the regulations may be amended by the shareholders at a meeting by the affirmative vote of the holders of not less than two-thirds of the voting power of Park entitled to vote on such proposal, or without a meeting by the written consent of the holders of not less than two-thirds of the voting power of Park entitled to vote on such proposal.

Item 6. Exhibits

     Exhibits

2.1(a)	Agreement and Plan of Merger, dated to be effective as of September 14, 2006, by and between Park National Corporation and Vision Bancshares, Inc. (the “Vision Bancshares Merger Agreement”) (incorporated herein by reference to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))*
2.1(b)	First Amendment to Agreement and Plan of Merger, dated to be effective as of February 6, 2007, by and between Park National Corporation and Vision Bancshares, Inc. (incorporated herein by reference to Exhibit 2.1(b) to Park National Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-13006) (“Park’s 2006 Form 10-K”))
2.2(a)	Second Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (the “Anderson Merger Agreement”) (incorporated herein by reference to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Anderson Bank Company dated November 13, 2006, filed on November 16, 2006 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-138028)**

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2.2(b)	Amendment to the Second Amended and Restated Agreement and Plan of Merger, entered into as of December 15, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (incorporated herein by reference to Exhibit 2.2 to Park National Corporation’s Current Report on Form 8-K dated and filed on December 18, 2006 (File No. 1-13006))
3.1(a)	Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on March 24, 1992 (incorporated herein by reference to Exhibit 3(a) to Park National Corporation’s Form 8-B, filed on May 20, 1992 (File No. 0-18772) (“Park’s Form 8-B”))
3.1(b)	Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on May 6, 1993 (incorporated herein by reference to Exhibit 3(b) to Park National Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772))
3.1(c)	Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 16, 1996 (incorporated herein by reference to Exhibit 3(a) to Park National Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 1-13006))
3.1(d)	Certificate of Amendment by Shareholders to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 22, 1997 (incorporated herein by reference to Exhibit 3(a)(1) to Park National Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 (File No. 1-13006) (“Park’s June 30, 1997 Form 10-Q”))
3.1(e)	Articles of Incorporation of Park National Corporation (reflecting amendments through April 22, 1997) [for SEC reporting compliance purposes only — not filed with Ohio Secretary of State] (incorporated herein by reference to Exhibit 3(a)(2) to Park’s June 30, 1997 Form 10-Q)
3.2(a)	Regulations of Park National Corporation (incorporated herein by reference to Exhibit 3(b) to Park’s Form 8-B)
3.2(b)	Certified Resolution regarding Adoption of Amendment to Subsection 2.02(A) of the Regulations of Park National Corporation by Shareholders on April 21, 1997 (incorporated herein by reference to Exhibit 3(b)(1) to Park’s June 30, 1997 Form 10-Q)

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3.2(c)	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(d)	Regulations of Park National Corporation (reflecting amendments through April 17, 2006) [for purposes of SEC reporting compliance only] (incorporated herein by reference to Exhibit 3.2 to Park National Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (File No. 1-13006))
4.1(a)	Junior Subordinated Indenture, dated as of December 5, 2005, between Vision Bancshares, Inc. and Wilmington Trust Company, as Trustee (incorporated herein by reference to Exhibit 10.16 to Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
4.1(b)	First Supplemental Indenture, dated to be effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, among Wilmington Trust Company, as Trustee; Park National Corporation; and Vision Bancshares, Inc. (incorporated herein by reference to Exhibit 4.1(b) to Park National Corporation’s Current Report on Form 8-K dated and filed March 15, 2007 (File No. 1-13006) (“Park’s March 15, 2007 Form 8-K”))
4.2(a)	Amended and Restated Trust Agreement, dated as of December 5, 2005, among Vision Bancshares, Inc., as Depositor; Wilmington Trust Company, as Property Trustee and as Delaware Trustee; and the Administrative Trustees named therein, in respect of Vision Bancshares Trust I (incorporated herein by reference to Exhibit 10.15 to Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
	Note: Pursuant to the First Supplemental Indenture, dated to be effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, among Wilmington Trust Company, as Trustee; Park National Corporation; and Vision Bancshares, Inc., Park National Corporation succeeded to and was substituted for Vision Bancshares, Inc. as “Depositor”
4.2(b)	Notice of Resignation of Administrative Trustees and Appointment of Successors, dated March 9, 2007, delivered to Wilmington Trust Company by the Resigning Administrative Trustees named therein, the Successor Administrative Trustees named therein and Park National Corporation (incorporated herein by reference to Exhibit 4.2(b) to Park’s March 15, 2007 Form 8-K)

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4.3	Guarantee Agreement, dated as of December 5, 2005, between Vision Bancshares, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, in respect of Vision Bancshares Trust I (incorporated herein by reference to Exhibit 10.17 to Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (File No. 000-50719))
	Note: Pursuant to the First Supplemental Indenture, dated to be effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, among Wilmington Trust Company, as Trustee; Park National Corporation; and Vision Bancshares, Inc., Park National Corporation succeeded to and was substituted for Vision Bancshares, Inc. as “Guarantor”
10.1(a)	Credit Agreement, dated as of March 12, 2007, between JPMorgan Chase Bank, N.A. and Park National Corporation (incorporated herein by reference to Exhibit 10.1(a) to Park’s March 15, 2007 Form 8-K)
10.1(b)	Line of Credit Note, dated March 12, 2007, issued by Park National Corporation to JPMorgan Chase Bank, N.A. or order (incorporated herein by reference to Exhibit 10.1(b) to Park’s March 15, 2007 Form 8-K)
10.2(a)	Employment Agreement for J. Daniel Sizemore, entered into September 14, 2006, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; Vision Bank, a Florida banking corporation; and J. Daniel Sizemore (effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 – the effective time of the merger of Vision Bancshares, Inc. with and into Park National Corporation) (incorporated herein by reference to Exhibit C-1 to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))
10.2(b)	First Amendment to Employment Agreement for J. Daniel Sizemore, entered into February 6, 2007, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; Vision Bank, a Florida banking corporation; and J. Daniel Sizemore (incorporated herein by reference to Exhibit 10.17(b) to Park’s 2006 Form 10-K)
10.3(a)	Salary Continuation Agreement, adopted as of July 14, 2004, between Vision Bank, an Alabama banking corporation, and J. Daniel Sizemore (incorporated herein by reference to Exhibit 10.1(e) to Park’s March 15, 2007 Form 8-K)
10.3(b)	First Amendment to the Vision Bank Salary Continuation Plan, adopted as of June 26, 2006, between Vision Bank, an Alabama banking corporation, and J. Daniel Sizemore (incorporated herein by reference to Exhibit 10.1(f) to Park’s March 15, 2007 Form 8-K)
10.4(a)	Salary Continuation Agreement, adopted as of July 14, 2004, between Vision Bank, FSB (predecessor by merger to Vision Bank, a Florida banking corporation), and J. Daniel Sizemore (incorporated herein by reference to Exhibit 10.1(g) to Park’s March 15, 2007 Form 8-K)

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10.4(b)	First Amendment to the Vision Bank Salary Continuation Plan, adopted as of June 26, 2006, between Vision Bank, a Florida banking corporation, and J. Daniel Sizemore (incorporated herein by reference to Exhibit 10.1(h) to Park’s March 15, 2007 Form 8-K)
10.5	Summary of Base Salaries for Executive Officers of Park National Corporation (incorporated herein by reference to Exhibit 10.1 to Park National Corporation’s Pre-Effective Amendment No. 1 to Form S-4 Registration Statement filed on January 5, 2007 (Registration No. 333-139083))
10.6	Summary of Incentive Compensation Plan of Park National Corporation (filed herewith)
10.7	Summary of Certain Compensation for Directors of Park National Corporation (filed herewith)
10.8	Agreement for Purchase and Sale, made and entered into as of March 26, 2007, between Bay County Investment Group, LLC, a Florida limited liability company, and Vision Bank, a Florida banking corporation, with respect to purchase and sale of real property located at 2200 Stanford Road, Panama City, Florida (filed herewith)
10.9	Agreement for Purchase and Sale, made and entered into as of March 26, 2007, between Elberta Holdings, LLC, an Alabama limited liability company, and Vision Bank, an Alabama banking corporation, with respect to purchase and sale of real property located at 24989 State Street, Elberta, Alabama and 13027 Main Street, Elberta, Alabama (filed herewith)
10.10	Agreement for Purchase and Sale, made and entered into as of March 26, 2007, between Gulf Shores Investment Group, LLC, an Alabama limited liability company, and Vision Bank, an Alabama banking corporation, with respect to purchase and sale of real property located at 2201 West 1st Street, Gulf Shores, Alabama (filed herewith)
10.11	Agreement for Purchase and Sale, made and entered into as of March 26, 2007, between Gulf Shores Investment Group, LLC, an Alabama limited liability company, and Vision Bank, an Alabama banking corporation, with respect to purchase and sale of real property located at 25051 Canal Road, Orange Beach, Alabama (filed herewith)
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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99.1(a)	Employment Agreement for William E. Blackmon, entered into September 14, 2006, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and William E. Blackmon (effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 – the effective time of the merger of Vision Bancshares, Inc. with and into Park National Corporation) (incorporated herein by reference to Exhibit C-2 to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))
99.1(b)	First Amendment to Employment Agreement for William E. Blackmon, entered into February 6, 2007, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and William E. Blackmon (incorporated herein by reference to Exhibit 99.1(b) to Park’s 2006 Form 10-K)
99.2(a)	Employment Agreement for Andrew W. Braswell, entered into September 14, 2006, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and Andrew W. Braswell (effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 — the effective time of the merger of Vision Bancshares, Inc. with and into Park National Corporation) (incorporated herein by reference to Exhibit C-3 to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))
99.2(b)	First Amendment to Employment Agreement for Andrew W. Braswell, entered into February 6, 2007, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and Andrew W. Braswell (incorporated herein by reference to Exhibit 99.2(b) to Park’s 2006 Form 10-K)
99.3(a)	Employment Agreement for Joey W. Ginn, entered into September 14, 2006, by and among Park National Corporation; Vision Bank, a Florida banking corporation; and Joey W. Ginn (effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 — the effective time of the merger of Vision Bancshares, Inc. with and into Park National Corporation) (incorporated herein by reference to Exhibit C-4 to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))
99.3(b)	First Amendment to Employment Agreement for Joey W. Ginn, entered into February 6, 2007, by and among Park National Corporation; Vision Bank, a Florida banking corporation; and Joey W. Ginn (incorporated herein by reference to Exhibit 99.3(b) to Park’s 2006 Form 10-K)

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99.4(a)

Employment Agreement for Robert S. McKean, entered into September 14, 2006, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and Robert S. McKean (effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 — the effective time of the merger of Vision Bancshares, Inc. with and into Park National Corporation) (incorporated hereby by reference to Exhibit C-5 to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Vision Bancshares, Inc. dated January 9, 2007, filed on January 11, 2007 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-139083))

99.4(b)

First Amendment to Employment Agreement for Robert S. McKean, entered into February 6, 2007, by and among Park National Corporation; Vision Bank, an Alabama banking corporation; and Robert S. McKean (incorporated herein by reference to Exhibit 99.4(b) to Park’s 2006 Form 10-K)

*

The forms of employment agreements attached as Exhibits C-6 through C-12 to the Vision Bancshares Merger Agreement and the Vision Bancshares Disclosure Schedule referenced in the Vision Bancshares Merger Agreement have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. Park National Corporation hereby undertakes to furnish supplementally a copy of the Vision Bancshares Disclosure Schedule and Exhibits C-6 through C-12 to the Vision Bancshares Merger Agreement upon request by the Securities and Exchange Commission (the “SEC”).

**

The Anderson Disclosure Schedule referenced in the Anderson Merger Agreement has been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K. Park hereby undertakes to furnish supplementally a copy of the Anderson Disclosure Schedule upon request by the SEC.

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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 7, 2007	BY:	/s/C. Daniel DeLawder
	C. Daniel DeLawder
	Chairman of the Board and
	Chief Executive Officer
DATE: May 7, 2007	BY:	/s/John W. Kozak
	John W. Kozak
	Chief Financial Officer

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EX-10.6

EXHIBIT 10.6

Summary of Incentive Compensation Plan
of
Park National Corporation

     The Compensation Committee of the Board of Directors of Park National Corporation (“Park”) administers Park’s incentive compensation plan which enables the officers of Park’s subsidiaries to share in any above-average return on equity (as defined below) which Park and Park’s subsidiaries on a consolidated basis may generate during each twelve-month period ending September 30. During the fiscal year ended December 31, 2006 (the “2006 fiscal year”), all officers of Park’s subsidiaries (including each of Park’s executive officers) were eligible to participate in the incentive compensation plan. For the fiscal year ending December 31, 2007 (the “2007 fiscal year”), all officers of Park’s subsidiaries (including each of Park’s executive officers) will also be eligible to participate.

     Above-average return on equity is defined as the amount by which the net income to average shareholders’ equity ratio of Park and Park’s subsidiaries on a consolidated basis for a twelve-month period ended September 30 exceeds the median net income to average shareholders’ equity ratio of all U.S. bank holding companies of similar asset size ($3 billion to $10 billion). A historically applied formula determines the amount, if any, by which Park’s return on equity ratio exceeds the median return on equity ratio of these peer bank holding companies. Approximately twenty percent (20%) of any such excess amount on a before-tax equivalent basis is then available for incentive compensation. If Park’s return on equity ratio is equal to or less than that of the peer group, no incentive compensation will be available with respect to that twelve-month period. The Chairman of the Board and Chief Executive Officer and the President of Park and Park National Bank historically received a fixed percentage of the total amount available for incentive compensation as determined by the Board of Directors and, more recently, the Compensation Committee of the Board of Directors (the “Compensation Committee”).

     Park’s accumulation of capital over the recent several years, while enhancing the safety and soundness of Park, has put increasing pressure on Park’s ability to generate superior levels of return on equity ratio. The Compensation Committee has monitored this development and carefully considered the impact of increasing levels of capital relative to Park’s peer group, and the attendant negative impact on Park’s return on equity ratio. As a result, Park’s management provided alternatives for the Compensation Committee’s consideration, including an adjusted capital formula that caused Park’s capital level to be equal to the median of Park’s peer group’s capital level. This adjusted formula then reduced Park’s net income and Park’s adjusted return on equity ratio was then compared to the median return on equity ratio of its peer group.

     The incentive compensation amounts in recent years, computed by using both the original 20% historic ratio formula as well as the adjusted capital formula, have fluctuated significantly. These fluctuations may have been caused largely by changing levels of capital at peer companies as well as at Park. As a result, the Compensation Committee has attempted to utilize both the

historic 20% ratio formula as well as the adjusted capital formula and exercised its discretion in order to arrive at a total pool amount that it determined to be fair and appropriate in recent years, including the 2006 fiscal year.

     The Compensation Committee met on December 27, 2006 to determine the amount of incentive compensation to be paid to each of Messrs. C. Daniel DeLawder (who served as Chairman of the Board and Chief Executive Officer of Park and The Park National Bank during the 2006 fiscal year and continues to so serve during the 2007 fiscal year), David L. Trautman (who served as President and Secretary of Park and as President of The Park National Bank during the 2006 fiscal year and continues to so serve during the 2007 fiscal year) and John W. Kozak (who served as Chief Financial Officer of Park and as Senior Vice President and Chief Financial Officer of The Park National Bank during the 2006 fiscal year and continues to so serve during the 2007 fiscal year) in respect of the twelve-month period ended September 30, 2006 (the “2006 Incentive Compensation Period”). The Compensation Committee computed 17.5% of Park’s computed return on equity advantage to arrive at a total incentive compensation pool of $9,792,000. The following schedule sets forth the incentive compensation paid on January 26, 2007 to them for the 2006 Incentive Compensation Period:

• C. Daniel DeLawder — $473,525

• David L. Trautman — $313,250

• John W. Kozak — $214,455

     After deducting the incentive compensation to be paid to Messrs. DeLawder, Trautman and Kozak, the remaining amount available for incentive compensation pay was distributed to the officers of Park’s subsidiaries on the basis of their respective contributions to Park’s achieving its short-term and long-term financial goals during the 2006 Incentive Compensation Period, which contributions were subjectively determined by the Chairman of the Board and Chief Executive Officer and the President and Secretary of Park and approved by Park’s Board of Directors, upon recommendation of the Compensation Committee. Recommendations of the presidents of Park’s subsidiaries were considered when determining incentive compensation amounts for officers (other than the internal audit staff) of those subsidiaries. The incentive compensation paid to the internal audit staff of Park’s subsidiaries was determined by the Audit Committee of Park’s Board of Directors. The incentive compensation paid to staff employees who perform independent loan review functions was determined by the Executive Committee of Park’s Board of Directors.

     The Compensation Committee will determine the 2007 fiscal year incentive compensation for each of Messrs. DeLawder, Trautman and Kozak and the total incentive compensation pool for the officers of Park and Park’s subsidiaries. The determination will be made during the fourth quarter of 2007. The Compensation Committee will review the comparison of Park’s return on equity ratio for the twelve-month period ending September 30, 2007 compared to the return on equity of Park’s peer group for the same period of time. The Compensation Committee will not award incentive compensation to any officer if Park’s return on equity ratio for the 12-month period ending September 30, 2007 does not exceed that of Park’s peer groups.

2

     For the five years ended December 31, 2006, Park’s return on equity has averaged 17.11% compared to 13.41% for its peer group, defined as all U.S. Bank holding companies between $3 billion and $10 billion in assets. The Compensation Committee anticipates that the 2007 officer incentive compensation pool will be determined by computing 17.5% of Park’s computed return on equity advantage and further increasing this pool based upon the increase in Park’s fully diluted earnings per share for twelve-month period ended September 30, 2007 compared to the twelve-month period ended September 30, 2006. The following table indicates by how much the computed return on equity advantage would be increased for an increase in fully diluted earnings per share.

Increase in Fully	Increase in Incentive
Diluted EPS	Compensation Pool
0 to 1.99%	0%
2 to 2.99%	.5%
3 to 3.99%	1.5%
4 to 4.99%	2.4%
5 to 5.99% 6 to 6.99%	3.5% 4.8%
7 to 7.99%	6.3%
8% and over	Equivalent to actual percentage (or portion thereof) increase

     The Compensation Committee will determine the 2007 incentive compensation for Messrs. DeLawder, Trautman and Kozak based on the Compensation Committee’s determination of how well Park performed in 2007 and the Compensation Committee’s evaluation of the performance of each of Messrs. DeLawder, Trautman and Kozak.

3

EX-10.7

Exhibit 10.7

Summary of Certain Compensation for
Directors of Park National Corporation

     Annual Retainer and Meeting Fees

     Each director of Park National Corporation (“Park”) who is not an employee of Park or one of Park’s subsidiaries (a “non-employee director”) receives, on the date of the regular meeting of the Park Board of Directors held during the fourth fiscal quarter, an annual retainer in the form of 120 common shares awarded under the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries (the “Directors’ Stock Plan”). At the January 17, 2006 meeting of the Park Board of Directors, the Board of Directors approved an increase in the cash compensation to be paid to non-employee directors from that which had been paid during the fiscal year ended December 31, 2005. Since January 18, 2006, each non-employee director has received $1,000 for each meeting of the Park Board of Directors attended and $400 for each meeting of a committee of the Park Board of Directors attended. If the date of a meeting of the full Board of Directors is changed from that provided for by resolution of the Board and a non-employee director is not able to attend the rescheduled meeting, he or she receives the meeting fee as though he or she attended the meeting. In addition, since January 18, 2006, each member of the Executive Committee of the Park Board of Directors has received a $2,500 annual cash retainer and each member of the Audit Committee of the Park Board of Directors (other than the Chair) has received a $2,000 annual cash retainer. Since January 18, 2006, the Chair of the Audit Committee has received a $5,000 annual cash retainer.

     Each non-employee director of Park also serves on the board of directors of one of Park’s subsidiary banks and receives, on the date of the regular meeting of the Park Board of Directors held during the fourth fiscal quarter, an annual retainer in the form of 60 common shares of Park awarded under the Directors’ Stock Plan and, in some cases, a specified amount of cash for such service as well as fees for attendance at meetings of the board of directors of the appropriate Park subsidiary bank (and committees of that board).

     C. Daniel DeLawder, William T. McConnell, William A. Phillips, J. Daniel Sizemore and David L. Trautman receive no compensation for serving as members of the Board of Directors of Park or of any subsidiary of Park since each one of them is employed by one or more of Park’s subsidiaries.

     Other Compensation

     William T. McConnell is employed by The Park National Bank, a subsidiary of Park, in a non-executive officer capacity. In such capacity, he received the amount of $33,000 during the fiscal year ended December 31, 2006 (the “2006 fiscal year) and is expected to receive a similar amount during the fiscal year ending December 31, 2007 (the “2007 fiscal year”). William A. Phillips is employed by Century National Bank, a subsidiary of Park, in a non-executive officer capacity. In such capacity, he also received the amount of $33,000 during the 2006 fiscal year and is expected to receive a similar amount during the 2007 fiscal year.

EX-10.8

Exhibit 10.8

AGREEMENT FOR PURCHASE AND SALE

     THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of the Effective Date (defined below), between BAY COUNTY INVESTMENT GROUP, LLC, a Florida limited liability company (“Seller”), and VISION BANK, a Florida banking corporation (“Buyer”).

WITNESSETH:

     In consideration of the mutual covenants and provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

     1. Description of Property. Seller hereby agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained in this Agreement, certain real property located at 2200 Stanford Road, Panama City, in Bay County, Florida, more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all buildings and improvements located thereon, and all real property rights and easements appurtenant thereto, including Seller’s rights in any roads, roadways or vacated streets or alleys (collectively, the “Property”).

     2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be Two Million Nine Hundred Seventy Five Thousand Dollars ($2,975,000.00). The Purchase Price, subject to the adjustments, credits, and prorations required by this Agreement, shall be paid by Buyer to Seller at Closing by cashier’s or bank check or by federal wire transfer of immediately available funds.

     3. Buyer’s Inspection Contingency. For a period of sixty (60) days from the Effective Date (the “Inspection Period”), Buyer and its agents and representatives shall have the right to conduct inspections and examinations regarding the physical condition of the Property and the status of title and survey matters for the Property. Buyer and its agents and representatives shall be permitted to enter upon the Property to conduct such boundary surveys, soil tests, environmental assessment audits, and other related tests, investigations, and examinations of the Property as Buyer may desire. Buyer may likewise perform an investigation of the legal and financial aspects of the Property, including, without limitation confirmation of the land use and zoning classifications applicable to the Property, the lack of any material violations of applicable ordinances to the Property, the existence and availability of all required permits, licenses and approvals for Buyer’s operation of the Property as a banking facility (“Intended Use”), and a review of the Lease(s) (defined in Schedule 1) and all contracts and agreement affecting the Property. Buyer’s physical inspection rights are subject to the following conditions and requirements: (i) Buyer shall not cause any material injury to the Property, and (ii) Buyer shall pay all costs and expenses incurred in connection with its inspections and reports. Buyer hereby agrees to indemnify and hold harmless Seller from any loss, damage, claim, expense or cost which Seller may incur as a result of Buyer’s physical inspections. Seller shall cooperate with Buyer, at no expense to Seller, in Buyer’s performance of its investigations, including, without limitation, signing such authorizations and other documents as are reasonably required to permit Buyer to exercise fully its rights under this subsection.

     The results of the foregoing physical inspections and investigations of the Property shall be utilized by Buyer to determine whether the Property is, in Buyer’s sole judgment and

estimation, satisfactory to Buyer. If Buyer, for any reason or for no reason whatsoever, is not satisfied with the results of the foregoing inspections and investigations, Buyer may cancel this Agreement and shall so notify Seller in writing prior to the expiration of the Inspection Period, whereupon this Agreement shall automatically terminate and be null and void.

     BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY IN ITS “AS IS, WHERE IS” CONDITION AND WITHOUT ANY WARRANTY, REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER, AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (i) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING THE INTENDED USE, (iii) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR (iv) THE SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY.

     4. Seller’s Deliveries. Seller agrees to deliver to Buyer true and complete copies of the materials described on Schedule 1 hereof (the “Seller’s Deliveries”), to the extent these materials exist and are in Seller’s possession, within five (5) days of the Effective Date.

     5. Title and Survey.

     a. Title Commitment. Within twenty (20) days after the Effective Date, Seller shall obtain and deliver to Buyer and its counsel a title insurance commitment showing that Seller owns fee simple title to the Property (the “Title Commitment”), together with complete copies of all title exception documents listed therein, issued by a title agent and title underwriting company chosen by Seller and reasonably acceptable to Buyer (the “Title Company”), wherein the Title Company shall commit to issue to Buyer at Closing an owner’s policy of title insurance in the total amount of the Purchase Price insuring fee simple title to the Property, subject only to the following “Permitted Exceptions”:

     i. Governmental building, zoning and land use regulations affecting the development, occupancy, use or enjoyment of the Property;

     ii. Ad valorem real property taxes and assessments for the year of Closing, and subsequent years, that are not yet due and payable; and

     iii. Easements, covenants, conditions and agreements of record affecting the Property and reasonably acceptable to Buyer.

     At Closing, Seller shall pay the title premium, title agent’s closing charges, title update fees and other related search and title examination fees and charges of the Title Company or its agent in connection with the issuance of the title insurance policy.

     b. Survey. Buyer, at its sole cost and expense and within sixty (60) days after the Effective Date, may have a survey of the Property prepared by a surveyor licensed in the State of Florida (the “Survey”). The Survey shall be prepared in accordance with minimum technical standards for land surveying in the State of Florida, shall be prepared with reference to the Title Commitment, shall locate all easements

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benefiting or burdening the Property and matters appearing on the Title Commitment, and shall be certified to Seller, Buyer, the Title Company and the Title Company’s agent.

     c. Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.

     d. Title Updates. The Title Commitment shall be updated immediately prior to Closing and shall show no additional exceptions or liens other than the Permitted Exceptions. In the event the updated title commitment shows new or additional exceptions to title, the same procedure for clearing defects in title set forth above shall apply.

     e. UCC Lien Search. Within the Inspection Period, Buyer may obtain at its expense: (i) a UCC-11 search of any and all liens filed against or with respect to the Property with the Office of the Florida Secretary of State/Florida Secured Transactions Registry, and (ii) a search of judgment and tax liens against Seller filed with the Office of the Florida Secretary of State (collectively, the “Lien Searches”). Any liens disclosed by the Lien Searches shall be satisfied by Seller at or prior to Closing.

     6. Representations and Warranties.

     a. Seller. Seller hereby represents, warrants and covenants to Buyer as follows:

     i. Seller is a limited liability company duly organized, validly existing and active in status under the laws of the State of Florida.

     ii. The execution, delivery and performance of this Agreement by Seller, the execution and delivery of the documents and instruments delivered or to be delivered pursuant hereto by or on behalf of Seller, and the consummation of the transaction contemplated hereby have been or will be duly authorized by Seller.

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     iii. To the best of Seller’s knowledge, the Property does not contain, the Property has not been used in any manner for the storage of, nor has activity upon the Property produced, any hazardous or toxic waste, materials, discharge, deposit, dumping or contamination, whether of soil, ground water or otherwise. The Property does not contain underground tanks of any type or any materials containing or producing any polychlorinated biphenyls or any asbestos. There are no surface or subsurface conditions which constitute or, with the passage of time, may constitute a public or private nuisance.

     iv. Other than the Lease(s) in effect on the Effective Date, there are no contracts or agreements to which Seller is a party, which may adversely affect the Property or the closing of the sale under this Agreement, or which are not terminable on thirty (30) days notice, or which may be binding upon the Property or Buyer after the Closing.

     v. Seller has received no written or verbal notice from any governmental authority or agency concerning any existing and uncorrected building, environmental, zoning or safety violation pursuant to applicable statutes, codes or regulations affecting the Property.

     vi. All sales tax and use tax required to be paid or collected by Seller in the operation of the Property, and any interest and penalties thereon, have been collected and paid to, and all tax returns required in connection therewith have been filed with, the appropriate governmental authority for all time periods prior to the Effective Date and will be filed as of Closing.

     vii. There is no litigation pending or, to the best of Seller’s knowledge, threatened which does or will materially or adversely affect the Property, and there are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened against Seller before any court or administrative agency which do or will materially or adversely affect the Property.

     Seller’s warranties under this Section 6.a. shall survive Closing for a period of one (1) year.

     b. Buyer. Buyer hereby represents, warrants and covenants to Seller as follows:

     i. Buyer is a corporation, duly organized, validly existing and active in status under the laws of the State of Florida; and

     ii. The execution and delivery of this Agreement by Buyer and the consummation of the transaction contemplated hereby have been or will be duly authorized by Buyer.

     7. Conditions to Closing. In addition to all other contingencies contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment of each of the following conditions at or prior to Closing unless specifically waived in writing by Buyer:

     a. On or before the Closing, Buyer shall have approved the condition of the Property, as acceptable for Buyer’s Intended Use.

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     b. Buyer shall have completed and consummated the merger and/or acquisition of shares with Vision Bancshares, Inc., an Alabama corporation (the “Merger”), and notice of fulfillment of this condition is provided to Seller.

     If each and every of these conditions are not satisfied at Closing, Buyer may elect, upon written notice to Seller, to either (i) waive such conditions as may be unsatisfied, (ii) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate or (iii) extend the date of Closing pursuant to Section 8 below.

     8. Closing and Transfer of Title.

     a. Closing. Subject to applicable curative periods and satisfaction of the conditions to closing set out in this Agreement, the parties hereto agree to close this purchase and sale thirty (30) days after the closing of the Merger (or such earlier or later date as may be mutually agreed upon in writing by Seller and Buyer), at the offices of the Title Company, or such other place as may be mutually agreed upon by Seller and Buyer, or by overnight delivery of documents and funds to the Title Company or to a closing agent mutually agreed upon by Buyer and Seller (the “Closing”). Exclusive possession of the Property shall be delivered to Buyer at Closing. To the extent the conditions and contingencies to Closing set out in this Agreement are met and Buyer is ready and able to close earlier than as provided in this Section 8.a., Buyer agrees to notify Seller and to agree on an earlier date for Closing.

     b. Seller’s Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:

     i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;

     ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;

     iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;

     iv. An assignment of the Seller’s right, title and interest under the Lease(s);

     v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and

     vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     c. Buyer’s Documents. At Closing, Buyer shall deliver the Purchase Price, subject to the adjustments and prorations set out in this Agreement, and shall execute, acknowledge and deliver, as appropriate, to Seller such documents or instruments as Seller or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

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     9. Prorations of Taxes. All real estate taxes shall be prorated between Seller and Buyer as of 12:01 a.m. the date of Closing. If the amount of taxes for the year of Closing has not been determined as of the date of Closing, such taxes shall be prorated on the basis of the prior year’s gross taxes, with known changes, if any. Certified, confirmed or ratified special assessment liens as of the date of Closing shall be paid by Seller. The cash payment due to Seller at Closing shall be increased or decreased as may be required by the proration of the foregoing items. If the actual amount of taxes assessed on the Property for the year of Closing (“Taxes”) varies from the prior year’s gross taxes on which prorations under this Section 9 were calculated, by an amount in excess of five percent (5%), the Taxes shall be re-prorated using the actual amount assessed on the Property and payments made by or to the parties at Closing shall be adjusted in accordance with the re-proration. Within ten (10) days of any required re-proration of Taxes, Seller shall pay Buyer the additional amount required for payment of Taxes or Buyer shall pay Seller the excess of Taxes credited to Buyer at Closing, as applicable. The provisions of this Section shall survive Closing.

     10. Risk of Loss; Condemnation.

     a. Risk of Loss. The risk of loss or damage to the Property by flood, casualty or otherwise (except condemnation, which is provided for below), prior to Closing, is assumed by Seller. If damage does occur to the Property and the cost of restoration does not exceed one and one-half percent (1.5%) of the Purchase Price, Seller shall be obligated to restore the Property to the condition immediately preceding the casualty, at its sole expense, and Closing shall proceed under this Agreement. If the required restoration is not complete by Closing, Seller shall pay the cost of restoration to Buyer at Closing. If the cost of restoration exceeds one and one-half percent (1.5%) of the Purchase Price, then Seller shall have the right, but not the obligation, to restore the Property to substantially the condition existing immediately prior to the casualty at its sole expense, and the Closing may be extended by Seller for up to sixty (60) days to permit time for such repairs. If Seller is unable to restore the Property within such 60-day period, or elects not to restore the Property, it shall notify Buyer of such fact and Buyer may elect to either (i) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate, or (ii) close this transaction, in which event Seller shall assign to Buyer at Closing all of Seller’s right, title and interest, if any, in and to any insurance proceeds payable to Seller or for Seller’s benefit (less any proceeds that may have been used in restoring the Property prior to Closing) and Buyer shall receive a credit at Closing for the amount of any applicable insurance deductibles.

     b. Condemnation. If between the Effective Date and Closing any portion of the Property is taken or is made subject to condemnation, eminent domain or other governmental or quasi-governmental acquisition proceedings, then the following provisions shall apply. In the event Seller receives a written notice from any governmental or quasi-governmental authority with powers of eminent domain to the effect that a condemnation of any portion or all of the Property is pending or contemplated, Seller shall notify Buyer within five (5) days of the receipt of such notice. If the proposed or pending condemnation is one that could be reasonably expected to render the Property not usable for the Intended Use, including, without limitation, reductions in parking requirements, floor-area ratio requirements and impervious surface area requirements, or affect access to the Property from a dedicated public street or roadway, then Buyer may, within five (5) days after receipt of such notice, cancel this Agreement and this Agreement shall terminate, whereupon neither party shall have any further rights or obligations under this Agreement. In the event that Buyer shall not elect to terminate this Agreement, then this Agreement shall remain in full force and effect,

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and Seller shall be entitled to all monies received or collected by Seller by reason of such condemnation prior to Closing. In such event, the transaction contemplated by this Agreement shall close in accordance with the terms and conditions of this Agreement except that there will be a decrease in the Purchase Price equal to the amount of the award or proceeds paid to the Seller at or prior to Closing by reason of the condemnation. If, however, Seller has not received any proceeds by reason of such condemnation prior to Closing and if Buyer does not elect to terminate this Agreement as aforesaid, then the Closing shall take place as herein provided without decrease in the Purchase Price, and Seller shall assign and transfer to Buyer at the Closing by written instrument all of Seller’s right, title and interest in any condemnation awards.

     11. Defaults.

     a. Buyer’s Default. In the event that Seller is ready, willing and able to perform in accordance with this Agreement, and Buyer is obligated under the terms of this Agreement to consummate the transaction evidenced by this Agreement but fails to consummate this Agreement, pay the Purchase Price and take title, then Seller may either (i) terminate this Agreement upon notice to Buyer, whereupon Buyer shall immediately reimburse Seller for Seller’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Seller’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Seller in the event of Buyer’s default.

     b. Seller’s Default. If Seller defaults in its obligations under this Agreement, including, without limitation, Seller’s failure or refusal to convey the Property to Buyer, or otherwise breaches this Agreement, then Buyer may either (i) terminate this Agreement upon notice to Seller, whereupon Seller shall immediately reimburse Buyer for Buyer’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Buyer’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Buyer in the event of Seller’s default.

     12. Brokers. Buyer and Seller each represent and warrant to the other that it has not dealt with, consulted or contacted any real estate broker, agent or finder in connection with or in bringing about the sale of the Property to Buyer. Each party hereby agrees to defend, indemnify and hold the other harmless of and from any and all claims, expense, cost, damage, loss and liability arising out of a breach of the foregoing representation, warranty and covenant by the defaulting party. This Section 12 shall survive the Closing and the termination of this Agreement.

     13. Assignment. Absent prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not have the right to assign this Agreement except to an entity in which Buyer or the owners of Buyer have an ownership interest. Upon completion of the Merger and upon notice from Buyer to Seller, this Agreement shall be automatically assigned to an entity owned by Buyer or acquired by Buyer in connection with the Merger. This Agreement and all the terms and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

     14. Notices. All notices hereunder or required by law shall be in writing, and shall be deemed properly delivered when (i) personally delivered, (ii) one (1) business day after being

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placed in the possession of a nationally recognized overnight courier service (such as Federal Express), (iii) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (iv) sent by facsimile providing a transmission receipt evidencing a complete transmission prior to 5:00 p.m. eastern time on a regular business day, addressed to the parties hereto at their respective addresses set forth below or as they may hereafter specify by written notice delivered in accordance herewith:

BUYER:	Vision Bank
	Attn: William E. Blackmon
	PO Box 4649
	Gulf Shores, AL 36547
	Telecopier: (251) 967-4213
	Telephone: (251) 968-1001
With a Copy To:	Carlton Fields, P.A.
	4221 W. Boy Scout Boulevard
	10th Floor
	Tampa, FL 33607, or
	P.O. Box 3239
	Tampa, Florida 33601
	Attn. Lavinia James Vaughn, Esq.
	Telecopier: (813) 229-4133
	Telephone: (813) 223-7000
SELLER:	Bay County Investment Group, LLC
	Attn: Joey W. Ginn
	PO Box 1848
	Panama City, FL 32402
	Telecopier: (850) 636-4902
	Telephone: (850) 636-4963

     15. Closing Expenses. Seller shall pay the documentary stamp taxes on the deed and the cost of the title insurance policy pursuant to Section 5, above. Buyer shall pay all costs related to the recording of the deed. Each party shall pay its own attorneys’ fees.

     16. Duties of Escrow Agent. [Intentionally omitted].

     17. Seller’s Operation of the Property. From the Effective Date through Closing:

     a. Seller will operate the Property and perform its material obligations under the Lease(s) and any existing contracts and agreements affecting the Property.

     b. Seller will not enter into any lease, contract or agreement that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable at will or contracts approved in writing by Buyer.

     c. Seller shall maintain the Property, including all landscaping, substantially in its present condition (ordinary wear and tear and casualty excepted) and in a manner consistent with Seller’s maintenance of the Property during Seller’s period of ownership. Seller will not remove any personal property or fixtures from the Property except as may be required for necessary repair or replacement, and replacement shall be of

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approximately equal quality and quantity as the removed personal property item or fixture.

     d. Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which are presently in effect for the Property, or any portion of the Property.

     18. Prorations of Revenues and Expenses.

     a. Rents and Lease Related Income. All rents and other fees and charges payable under the Lease(s) in effect as of Closing, and all other items of income, and all items of expense, with respect to the Property, whether or not the foregoing are due, have been billed, or have been collected as of the date of Closing, shall be prorated between Seller and Buyer as of the date of Closing. If any of said rents, fees, charges or other items of income have not been collected or are past due at the time of Closing for a period not in excess of three (3) month(s), Buyer, at its cost, agrees to use good faith efforts to collect such sums on Seller’s behalf (with all sums collected by Buyer to be applied first to current rents) and shall remit same to Seller promptly following collection, but in no event shall Buyer be obligated to institute legal proceedings to collect the same. With respect to any arrearages in such rents, charges, fees, or incomes for a period in excess of three (3) month(s), Seller hereby irrevocably waives its right to seek payment of such sums from the tenants. Buyer shall receive a credit at Closing for the amount of the security deposits held by Seller under the Lease(s) and all rent under the Lease(s) paid more than one month in advance.

     b. Proration of Other Income and Expenses. The following items shall be apportioned at Closing and as of 12:01 a.m. the date of Closing: (i) any applicable tangible personal property taxes assessed against the Property, and (ii) fees for transferable licenses and permits, if any. All utilities shall be transferred from Seller to Buyer as of the date of Closing. Seller shall be entitled to receive all income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to the date of Closing, and Buyer shall be entitled to receive all such income and shall be obligated to pay all such expenses from and after the date of Closing. If on the date of Closing the tangible personal property tax bill is not available for the then current year, the taxes shall be apportioned based upon the tax bill for the next preceding year, but such taxes shall be readjusted as soon as the tax bill for the current year is available.

     c. Leasing Expenses. Any lease commissions or tenant improvement costs which are incurred by Seller in connection with any existing Lease(s) as of the date of Closing shall be Seller’s responsibility.

     d. Estimates. All items which are not subject to an exact determination shall be estimated by the parties or shall be prorated between the parties when the exact amounts become known. As each item so estimated becomes capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed report on the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said reports. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made as of 12:01 a.m. the date of the Closing.

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     e. Survival. All of the provisions of this Section 18 shall survive the Closing for a period of one (1) year.

     19. Miscellaneous Provisions.

     a. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

     b. Attorneys’ Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms hereof, the losing or defaulting party shall pay to the prevailing party its reasonable attorneys’ fees, costs, and expenses incurred in connection with the prosecution or defense of such action. The term “prevailing party” means the party obtaining substantially the relief sought, whether in mediation, by compromise or settlement, or through judgment, decree or order obtained at trial, on appeal, or in any administrative or bankruptcy proceedings. The provisions of this subsection shall survive the Closing and the cancellation or termination of this Agreement.

     c. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof.

     d. Construction. No provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party being deemed to have drafted or structured such provisions.

     e. Entire Agreement. This Agreement constitutes the entire contract between the parties hereto and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings, or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either party. Any subsequent conditions, representations, warranties, or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties.

     f. Recording. The parties agree that this Agreement shall not be recorded in the public records.

     g. Time of Essence. Time is of the essence of this transaction and each and every provision of this Agreement. Any reference herein to time periods of less than five (5) days shall in the computation thereof exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall begin or end on a Saturday, Sunday or legal holiday shall extend to 5:00 PM eastern time of the next full business day. In computing periods of time, the Effective Date of this Agreement shall not be counted.

     h. Original Document. This Agreement shall be executed by both parties in counterparts, each of which shall be deemed an original, but all of such counterparts taken together shall constitute one and the same Agreement. Receipt by a party of a signed facsimile of a counterpart of this Agreement shall be deemed receipt of an original, and no other party shall raise the Statute of Frauds as a defense to such party’s signature delivered by facsimile. Without limiting the effectiveness of any such signed

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facsimile, the parties agree to exchange original executed counterparts of this Agreement upon request.

     i. Governing Law. This Agreement shall be construed, and the rights and obligations of Seller and Buyer hereunder shall be determined, in accordance with the laws of the State of Florida.

     j. Non-Merger. In addition to any specific language of non-merger found in certain sections of this Agreement, any provision hereof which by its terms or by reasonable construction and interpretation would be performed after the Closing shall survive the Closing and shall not merge in the Closing or in the deed, except as specifically provided to the contrary herein.

     k. Effect. This Agreement shall not be effective unless and until fully executed by Buyer and Seller. The “Effective Date” shall be the date when the last one of the Buyer and Seller has executed this Agreement.

     l. Radon Gas. The following notice is given pursuant to Florida Statutes, Section 404.056: “Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.”

     20. Internal Revenue Code Section 1031 Exchange. Buyer or Seller may structure the purchase of the Property as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code (an “Exchange”). The parties agree to cooperate reasonably to effect the Exchange; provided, however, that: (a) the non-exchanging party shall not be required to contract for, acquire or take title to any exchange property; (b) the non-exchanging party shall not be required to incur any expense or liability in connection with the Exchange, including, without limitation, any obligation for the payment of any escrow, title, intermediary, exchange, brokerage or attorneys’ fees or other costs incurred with respect to the Exchange or payable directly as a result of the Exchange; (c) no substitution of any qualified intermediary for a party shall release that party from its obligations set forth in the Agreement; (d) the exchanging party shall identify to the non-exchanging party and to the closing agent and the Title Company for the sale and purchase under the Agreement, prior to Closing the identity of the exchangor or qualified intermediary effecting and participating in the Exchange and all information necessary to effect the Exchange; (e) the exchanging party shall be responsible for the preparation of any and all agreements, documents and escrow instructions (collectively, “Exchange Documents”) required for the Exchange, at its sole cost and expense; (f) the exchanging party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and any other considerations relating to the proposed Exchange, the Exchange Documents and the transactions contemplated thereby; and (g) the non-exchanging party shall in no event be responsible for, or be deemed to make any representations as to the tax or other consequences of the exchange transaction arising by reason of its cooperation and performance of the Exchange or its execution of any Exchange Documents.

     21. WAIVER OF JURY TRIAL. BUYER AND SELLER WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EACH PARTY, AND EACH PARTY HEREBY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY, NOR ANY PERSON OR

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ENTITY ACTING ON BEHALF OF THE OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY ACKNOWLEDGES TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS WAIVER PROVISION.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement.

	BAY COUNTY INVESTMENT GROUP, LLC, a Florida limited liability company
Date: March 26, 2007	By:	/s/ Joey W. Ginn
		Name:	Joey W. Ginn
		Title:	Managing Member “SELLER”
	VISION BANK, a Florida banking corporation
Date: March 26, 2007	By:	/s/ Frank A. Hall
		Name:	Frank A. Hall
		Title:	Regional President “BUYER”

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EXHIBIT A

Legal Description of Property

(a) Legal description of real property located in Bay County, Florida:

     A part of Sections 31 and 32, Township 3 South, Range 14 West, Bay County, Florida described as follows:

     Commence at the Northwest corner of said Section 32, Township 3 South, Range 14 West, Bay County, Florida; thence S00°24’49“E along the West line of Section 32, a distance of 50.00 feet to the South right-of-way line of 23^rd Street; thence N89°37’00“E along said right-of-way line 104.79 feet to the West line of Obid Family Limited Partnership property as recorded in Official Records Book 1280, Page 1895, of the Public Records of Bay County, Florida; thence S00°01’18“W along said West line, 285.80 feet to the Southeast corner of the Eckerd Net Lease and the Point of Beginning; thence continue S00°01’18” W along the West line of the Obid Family Limited Partnership property 122.74 feet; thence S40°56’32“W along the West line of the Obid Family Limited Partnership property 214.53 feet to the North right-of-way line of Airport Road (66 foot right-of-way); thence N60°53’49“W along said North right of way line 109.10 feet to the East right-of-way line of Stanford Road (66 foot right-of-way); thence N00°24’49“W along said East right-of-way line 231.82 feet to the South line of said Eckerd Net Lease; thence S89°58’40“E along the Eckerd Net Lease line 237.63 feet to the Point of Beginning (the “Property”).

(b) Street address, city, zip, of the Property: 2200 Stanford Road, Panama City, Florida 32405.

SCHEDULE 1

Seller’s Deliveries

Note: Unless otherwise defined herein, all capitalized terms used in this Schedule 1 shall have the meanings ascribed to them in the Agreement.

a.	A copy of Seller’s title insurance policy covering the Property;
b.	All existing surveys on the Property, including any and all as-built surveys;
c.	Any and all environmental reports and studies for the Property;
d.	Any appraisals of the Property;
e.	Any and all permits, licenses or approvals issued by governmental agencies, affecting the Property or its use and operation, including, but not limited to, certificates of occupancy, occupational permits, or zoning and land use variances;
f.	Any property or structural inspection reports performed on the Property;
g.	Any land use and zoning confirmation letters issued by governmental authorities for the Property;
h.	Any and all service contracts or agreements affecting the Property, maintenance of the Property or Seller’s operation of the Property;
i.	A rent roll of all leases and other tenancies and other occupancies, whether written or oral, affecting all or any portion of the Property (“Lease(s)”), setting forth the names of the tenants (each a “Tenant”), the spaces affected, the rents, the terms (including any options to renew), the security deposits required by the Lease(s), if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal, or exclusive use rights (the “Rent Roll”). The Rent Roll shall be attached to the Agreement as Schedule 1.i. and incorporated therein by reference;
j.	All of the Lease(s), lease files, and copies of correspondence between Seller and the Tenants; and
k.	Access to the Property and to all mechanical, equipment and storage rooms.

EX-10.9

Exhibit 10.9

AGREEMENT FOR PURCHASE AND SALE

     THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of the Effective Date (defined below), between ELBERTA HOLDINGS, LLC, an Alabama limited liability company (“Seller”), and VISION BANK, an Alabama banking corporation (“Buyer”).

WITNESSETH:

     In consideration of the mutual covenants and provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

     1. Description of Property. Seller hereby agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained in this Agreement, certain real property located at 24989 State Street (US Highway 98), Elberta, Alabama 36720, in Baldwin County, Alabama and 13027 Main Street, Elberta, Alabama 36720, in Baldwin County, Alabama, each more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all buildings and improvements located thereon, and all real property rights and easements appurtenant thereto, including Seller’s rights in any roads, roadways or vacated streets or alleys (collectively, the “Property”).

     2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be Eight Hundred Eighty Thousand Dollars ($880,000.00). The Purchase Price, subject to the adjustments, credits, and prorations required by this Agreement, shall be paid by Buyer to Seller at Closing by cashier’s or bank check or by federal wire transfer of immediately available funds.

     3. Buyer’s Inspection Contingency. For a period of sixty (60) days from the Effective Date (the “Inspection Period”), Buyer and its agents and representatives shall have the right to conduct inspections and examinations regarding the physical condition of the Property and the status of title and survey matters for the Property. Buyer and its agents and representatives shall be permitted to enter upon the Property to conduct such boundary surveys, soil tests, environmental assessment audits, and other related tests, investigations, and examinations of the Property as Buyer may desire. Buyer may likewise perform an investigation of the legal and financial aspects of the Property, including, without limitation confirmation of the land use and zoning classifications applicable to the Property, the lack of any material violations of applicable ordinances to the Property, the existence and availability of all required permits, licenses and approvals for Buyer’s operation of the Property as a banking facility (“Intended Use”), and a review of the Lease(s) (defined in Schedule 1) and all contracts and agreement affecting the Property. Buyer’s physical inspection rights are subject to the following conditions and requirements: (i) Buyer shall not cause any material injury to the Property, and (ii) Buyer shall pay all costs and expenses incurred in connection with its inspections and reports. Buyer hereby agrees to indemnify and hold harmless Seller from any loss, damage, claim, expense or cost which Seller may incur as a result of Buyer’s physical inspections. Seller shall cooperate with Buyer, at no expense to Seller, in Buyer’s performance of its investigations, including, without limitation, signing such authorizations and other documents as are reasonably required to permit Buyer to exercise fully its rights under this subsection.

     The results of the foregoing physical inspections and investigations of the Property shall be utilized by Buyer to determine whether the Property is, in Buyer’s sole judgment and estimation, satisfactory to Buyer. If Buyer, for any reason or for no reason whatsoever, is not satisfied with the results of the foregoing inspections and investigations, Buyer may cancel this Agreement and shall so notify Seller in writing prior to the expiration of the Inspection Period, whereupon this Agreement shall automatically terminate and be null and void.

     BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY IN ITS “AS IS, WHERE IS” CONDITION AND WITHOUT ANY WARRANTY, REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER, AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (i) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING THE INTENDED USE, (iii) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR (iv) THE SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY.

     4. Seller’s Deliveries. Seller agrees to deliver to Buyer true and complete copies of the materials described on Schedule 1 hereof (the “Seller’s Deliveries”), to the extent these materials exist and are in Seller’s possession, within five (5) days of the Effective Date.

     5. Title and Survey.

     a. Title Commitment. Within twenty (20) days after the Effective Date, Seller shall obtain and deliver to Buyer and its counsel a title insurance commitment showing that Seller owns fee simple title to the Property (the “Title Commitment”), together with complete copies of all title exception documents listed therein, issued by a title agent and title underwriting company chosen by Seller and reasonably acceptable to Buyer (the “Title Company”), wherein the Title Company shall commit to issue to Buyer at Closing an owner’s policy of title insurance in the total amount of the Purchase Price insuring fee simple title to the Property, subject only to the following “Permitted Exceptions”:

     i. Governmental building, zoning and land use regulations affecting the development, occupancy, use or enjoyment of the Property;

     ii. Ad valorem real property taxes and assessments for the year of Closing, and subsequent years, that are not yet due and payable; and

     iii. Easements, covenants, conditions and agreements of record affecting the Property and reasonably acceptable to Buyer.

     At Closing, Seller shall pay the title premium, title agent’s closing charges, title update fees and other related search and title examination fees and charges of the Title Company or its agent in connection with the issuance of the title insurance policy.

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     b. Survey. Buyer, at its sole cost and expense and within sixty (60) days after the Effective Date, may have a survey of the Property prepared by a surveyor licensed in the State of Alabama (the “Survey”). The Survey shall be prepared in accordance with minimum technical standards for land surveying in the State of Alabama, shall be prepared with reference to the Title Commitment, shall locate all easements benefiting or burdening the Property and matters appearing on the Title Commitment, and shall be certified to Seller, Buyer, the Title Company and the Title Company’s agent.

     c. Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.

     d. Title Updates. The Title Commitment shall be updated immediately prior to Closing and shall show no additional exceptions or liens other than the Permitted Exceptions. In the event the updated title commitment shows new or additional exceptions to title, the same procedure for clearing defects in title set forth above shall apply.

     e. UCC Lien Search. Within the Inspection Period, Buyer may obtain at its expense: (i) a UCC-11 search of any and all liens filed against or with respect to the Property with the Office of the Alabama Secretary of State/Alabama Secured Transactions Registry, and (ii) a search of judgment and tax liens against Seller filed with the Office of the Alabama Secretary of State (collectively, the “Lien Searches”). Any liens disclosed by the Lien Searches shall be satisfied by Seller at or prior to Closing.

     6. Representations and Warranties.

     a. Seller. Seller hereby represents, warrants and covenants to Buyer as follows:

     i. Seller is a limited liability company duly organized, validly existing

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and active in status under the laws of the State of Alabama.

     ii. The execution, delivery and performance of this Agreement by Seller, the execution and delivery of the documents and instruments delivered or to be delivered pursuant hereto by or on behalf of Seller, and the consummation of the transaction contemplated hereby have been or will be duly authorized by Seller.

     iii. Except as disclosed in Exhibit B attached hereto and incorporated herein by reference, to the best of Seller’s knowledge, the Property does not contain, the Property has not been used in any manner for the storage of, nor has activity upon the Property produced, any hazardous or toxic waste, materials, discharge, deposit, dumping or contamination, whether of soil, ground water or otherwise. The Property does not contain underground tanks of any type or any materials containing or producing any polychlorinated biphenyls or any asbestos. There are no surface or subsurface conditions which constitute or, with the passage of time, may constitute a public or private nuisance.

     iv. Other than the Lease(s) in effect on the Effective Date, there are no contracts or agreements to which Seller is a party, which may adversely affect the Property or the closing of the sale under this Agreement, or which are not terminable on thirty (30) days notice, or which may be binding upon the Property or Buyer after the Closing.

     v. Seller has received no written or verbal notice from any governmental authority or agency concerning any existing and uncorrected building, environmental, zoning or safety violation pursuant to applicable statutes, codes or regulations affecting the Property.

     vi. All sales tax and use tax required to be paid or collected by Seller in the operation of the Property, and any interest and penalties thereon, have been collected and paid to, and all tax returns required in connection therewith have been filed with, the appropriate governmental authority for all time periods prior to the Effective Date and will be filed as of Closing.

     vii. There is no litigation pending or, to the best of Seller’s knowledge, threatened which does or will materially or adversely affect the Property, and there are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened against Seller before any court or administrative agency which do or will materially or adversely affect the Property.

     Seller’s warranties under this Section 6.a. shall survive Closing for a period of one (1) year.

     b. Buyer. Buyer hereby represents, warrants and covenants to Seller as follows:

     i. Buyer is a corporation, duly organized, validly existing and active in status under the laws of the State of Alabama; and

     ii. The execution and delivery of this Agreement by Buyer and the

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consummation of the transaction contemplated hereby have been or will be duly authorized by Buyer.

     7. Conditions to Closing. In addition to all other contingencies contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment of each of the following conditions at or prior to Closing unless specifically waived in writing by Buyer:

     a. On or before the Closing, Buyer shall have approved the condition of the Property, as acceptable for Buyer’s Intended Use.

     b. Buyer shall have completed and consummated the merger and/or acquisition of shares with Vision Bancshares, Inc., an Alabama corporation (the “Merger”), and notice of fulfillment of this condition is provided to Seller.

     If each and every of these conditions are not satisfied at Closing, Buyer may elect, upon written notice to Seller, to either (i) waive such conditions as may be unsatisfied, (ii) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate or (iii) extend the date of Closing pursuant to Section 8 below.

     8. Closing and Transfer of Title.

     a. Closing. Subject to applicable curative periods and satisfaction of the conditions to closing set out in this Agreement, the parties hereto agree to close this purchase and sale thirty (30) days after the closing of the Merger (or such earlier or later date as may be mutually agreed upon in writing by Seller and Buyer), at the offices of the Title Company, or such other place as may be mutually agreed upon by Seller and Buyer, or by overnight delivery of documents and funds to the Title Company or to a closing agent mutually agreed upon by Buyer and Seller (the “Closing”). Exclusive possession of the Property shall be delivered to Buyer at Closing. To the extent the conditions and contingencies to Closing set out in this Agreement are met and Buyer is ready and able to close earlier than as provided in this Section 8.a., Buyer agrees to notify Seller and to agree on an earlier date for Closing.

     b. Seller’s Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:

     i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;

     ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;

     iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;

     iv. An assignment of the Seller’s right, title and interest under the Lease(s);

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     v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and

     vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     c. Buyer’s Documents. At Closing, Buyer shall deliver the Purchase Price, subject to the adjustments and prorations set out in this Agreement, and shall execute, acknowledge and deliver, as appropriate, to Seller such documents or instruments as Seller or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     9. Prorations of Taxes. All real estate taxes shall be prorated between Seller and Buyer as of 12:01 a.m. the date of Closing. If the amount of taxes for the year of Closing has not been determined as of the date of Closing, such taxes shall be prorated on the basis of the prior year’s gross taxes, with known changes, if any. Certified, confirmed or ratified special assessment liens as of the date of Closing shall be paid by Seller. The cash payment due to Seller at Closing shall be increased or decreased as may be required by the proration of the foregoing items. If the actual amount of taxes assessed on the Property for the year of Closing (“Taxes”) varies from the prior year’s gross taxes on which prorations under this Section 9 were calculated, by an amount in excess of five percent (5%), the Taxes shall be re-prorated using the actual amount assessed on the Property and payments made by or to the parties at Closing shall be adjusted in accordance with the re-proration. Within ten (10) days of any required re-proration of Taxes, Seller shall pay Buyer the additional amount required for payment of Taxes or Buyer shall pay Seller the excess of Taxes credited to Buyer at Closing, as applicable. The provisions of this Section shall survive Closing. /s/ WEB /s/ JDS

     10. Risk of Loss; Condemnation.

     a. Risk of Loss. The risk of loss or damage to the Property by flood, casualty or otherwise (except condemnation, which is provided for below), prior to Closing, is assumed by Seller. If damage does occur to the Property and the cost of restoration does not exceed one and one-half percent (1.5%) of the Purchase Price, Seller shall be obligated to restore the Property to the condition immediately preceding the casualty, at its sole expense, and Closing shall proceed under this Agreement. If the required restoration is not complete by Closing, Seller shall pay the cost of restoration to Buyer at Closing. If the cost of restoration exceeds one and one-half percent (1.5%) of the Purchase Price, then Seller shall have the right, but not the obligation, to restore the Property to substantially the condition existing immediately prior to the casualty at its sole expense, and the Closing may be extended by Seller for up to sixty (60) days to permit time for such repairs. If Seller is unable to restore the Property within such 60-day period, or elects not to restore the Property, it shall notify Buyer of such fact and Buyer may elect to either (i) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate, or (ii) close this transaction, in which event Seller shall assign to Buyer at Closing all of Seller’s right, title and interest, if any, in and to any insurance proceeds payable to Seller or for Seller’s benefit (less any proceeds that may have been used in restoring the Property prior to Closing) and Buyer shall receive a credit at Closing for the amount of any applicable insurance deductibles.

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     b. Condemnation. If between the Effective Date and Closing any portion of the Property is taken or is made subject to condemnation, eminent domain or other governmental or quasi-governmental acquisition proceedings, then the following provisions shall apply. In the event Seller receives a written notice from any governmental or quasi-governmental authority with powers of eminent domain to the effect that a condemnation of any portion or all of the Property is pending or contemplated, Seller shall notify Buyer within five (5) days of the receipt of such notice. If the proposed or pending condemnation is one that could be reasonably expected to render the Property not usable for the Intended Use, including, without limitation, reductions in parking requirements, floor-area ratio requirements and impervious surface area requirements, or affect access to the Property from a dedicated public street or roadway, then Buyer may, within five (5) days after receipt of such notice, cancel this Agreement and this Agreement shall terminate, whereupon neither party shall have any further rights or obligations under this Agreement. In the event that Buyer shall not elect to terminate this Agreement, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by Seller by reason of such condemnation prior to Closing. In such event, the transaction contemplated by this Agreement shall close in accordance with the terms and conditions of this Agreement except that there will be a decrease in the Purchase Price equal to the amount of the award or proceeds paid to the Seller at or prior to Closing by reason of the condemnation. If, however, Seller has not received any proceeds by reason of such condemnation prior to Closing and if Buyer does not elect to terminate this Agreement as aforesaid, then the Closing shall take place as herein provided without decrease in the Purchase Price, and Seller shall assign and transfer to Buyer at the Closing by written instrument all of Seller’s right, title and interest in any condemnation awards.

     11. Defaults.

     a. Buyer’s Default. In the event that Seller is ready, willing and able to perform in accordance with this Agreement, and Buyer is obligated under the terms of this Agreement to consummate the transaction evidenced by this Agreement but fails to consummate this Agreement, pay the Purchase Price and take title, then Seller may either (i) terminate this Agreement upon notice to Buyer, whereupon Buyer shall immediately reimburse Seller for Seller’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Seller’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Seller in the event of Buyer’s default.

     b. Seller’s Default. If Seller defaults in its obligations under this Agreement, including, without limitation, Seller’s failure or refusal to convey the Property to Buyer, or otherwise breaches this Agreement, then Buyer may either (i) terminate this Agreement upon notice to Seller, whereupon Seller shall immediately reimburse Buyer for Buyer’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Buyer’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Buyer in the event of Seller’s default.

     12. Brokers. Buyer and Seller each represent and warrant to the other that it has not dealt with, consulted or contacted any real estate broker, agent or finder in connection with or in

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bringing about the sale of the Property to Buyer. Each party hereby agrees to defend, indemnify and hold the other harmless of and from any and all claims, expense, cost, damage, loss and liability arising out of a breach of the foregoing representation, warranty and covenant by the defaulting party. This Section 12 shall survive the Closing and the termination of this Agreement.

     13. Assignment. Absent prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not have the right to assign this Agreement except to an entity in which Buyer or the owners of Buyer have an ownership interest. Upon completion of the Merger and upon notice from Buyer to Seller, this Agreement shall be automatically assigned to an entity owned by Buyer or acquired by Buyer in connection with the Merger. This Agreement and all the terms and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

     14. Notices. All notices hereunder or required by law shall be in writing, and shall be deemed properly delivered when (i) personally delivered, (ii) one (1) business day after being placed in the possession of a nationally recognized overnight courier service (such as Federal Express), (iii) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (iv) sent by facsimile providing a transmission receipt evidencing a complete transmission prior to 5:00 p.m. eastern time on a regular business day, addressed to the parties hereto at their respective addresses set forth below or as they may hereafter specify by written notice delivered in accordance herewith:

     BUYER: Vision Bank
Attn: William E. Blackmon
PO Box 4649
Gulf Shores, AL 36547-4649
Telecopier: (251) 967-4213
Telephone: (251) 968-1001

     SELLER: Elberta Holdings, LLC
Attn: Attn: J. Daniel Sizemore
501 South McKenzie Street
Foley, Alabama 36535
Telecopier: (251) 928-4513
Telephone: (251) 928-3177

     15. Closing Expenses. Seller shall pay the cost of the title insurance policy pursuant to Section 5, above. Buyer shall pay all costs related to the recording of the deed. Each party shall pay its own attorneys’ fees.

     16. Duties of The Title Company. [Intentionally omitted].

     17. Seller’s Operation of the Property. From the Effective Date through Closing:

     a. Seller will operate the Property and perform its material obligations under the Lease(s) and any existing contracts and agreements affecting the Property.

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     b. Seller will not enter into any lease, contract or agreement that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable at will or contracts approved in writing by Buyer.

     c. Seller shall maintain the Property, including all landscaping, substantially in its present condition (ordinary wear and tear and casualty excepted) and in a manner consistent with Seller’s maintenance of the Property during Seller’s period of ownership. Seller will not remove any personal property or fixtures from the Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed personal property item or fixture.

     d. Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which are presently in effect for the Property, or any portion of the Property.

     18. Prorations of Revenues and Expenses.

     a. Rents and Lease Related Income. All rents and other fees and charges payable under the Lease(s) in effect as of Closing, and all other items of income, and all items of expense, with respect to the Property, whether or not the foregoing are due, have been billed, or have been collected as of the date of Closing, shall be prorated between Seller and Buyer as of the date of Closing. If any of said rents, fees, charges or other items of income have not been collected or are past due at the time of Closing for a period not in excess of three (3) month(s), Buyer, at its cost, agrees to use good faith efforts to collect such sums on Seller’s behalf (with all sums collected by Buyer to be applied first to current rents) and shall remit same to Seller promptly following collection, but in no event shall Buyer be obligated to institute legal proceedings to collect the same. With respect to any arrearages in such rents, charges, fees, or incomes for a period in excess of three (3) month(s), Seller hereby irrevocably waives its right to seek payment of such sums from the tenants. Buyer shall receive a credit at Closing for the amount of the security deposits held by Seller under the Lease(s) and all rent under the Lease(s) paid more than one month in advance.

     b. Proration of Other Income and Expenses. The following items shall be apportioned at Closing and as of 12:01 a.m. the date of Closing: (i) any applicable tangible personal property taxes assessed against the Property, and (ii) fees for transferable licenses and permits, if any. All utilities shall be transferred from Seller to Buyer as of the date of Closing. Seller shall be entitled to receive all income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to the date of Closing, and Buyer shall be entitled to receive all such income and shall be obligated to pay all such expenses from and after the date of Closing. If on the date of Closing the tangible personal property tax bill is not available for then current year, the taxes shall be apportioned based upon the tax bill for the next preceding year, but such taxes shall be readjusted as soon as the tax bill for the current year is available.

     c. Leasing Expenses. Any lease commissions or tenant improvement costs which are incurred by Seller in connection with any existing Lease(s) as of the date of Closing shall be Seller’s responsibility.

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     d. Estimates. All items which are not subject to an exact determination shall be estimated by the parties or shall be prorated between the parties when the exact amounts become known. As each item so estimated becomes capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed report on the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said reports. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made as of 12:01 a.m. the date of the Closing.

     e. Survival. All of the provisions of this Section 18 shall survive the Closing for a period of one (1) year.

     19. Miscellaneous Provisions.

     a. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

     b. Attorneys’ Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms hereof, the losing or defaulting party shall pay to the prevailing party its reasonable attorneys’ fees, costs, and expenses incurred in connection with the prosecution or defense of such action. The term “prevailing party” means the party obtaining substantially the relief sought, whether in mediation, by compromise or settlement, or through judgment, decree or order obtained at trial, on appeal, or in any administrative or bankruptcy proceedings. The provisions of this subsection shall survive the Closing and the cancellation or termination of this Agreement.

     c. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof.

     d. Construction. No provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party being deemed to have drafted or structured such provisions.

     e. Entire Agreement. This Agreement constitutes the entire contract between the parties hereto and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings, or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either party. Any subsequent conditions, representations, warranties, or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties.

     f. Recording. The parties agree that this Agreement shall not be recorded in the public records.

     g. Time of Essence. Time is of the essence of this transaction and each and every provision of this Agreement. Any reference herein to time periods of less than

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five (5) days shall in the computation thereof exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall begin or end on a Saturday, Sunday or legal holiday shall extend to 5:00 PM eastern time of the next full business day. In computing periods of time, the Effective Date of this Agreement shall not be counted.

     h. Original Document. This Agreement shall be executed by both parties in counterparts, each of which shall be deemed an original, but all of such counterparts taken together shall constitute one and the same Agreement. Receipt by a party of a signed facsimile of a counterpart of this Agreement shall be deemed receipt of an original, and no other party shall raise the Statute of Frauds as a defense to such party’s signature delivered by facsimile. Without limiting the effectiveness of any such signed facsimile, the parties agree to exchange original executed counterparts of this Agreement upon request.

     i. Governing Law. This Agreement shall be construed, and the rights and obligations of Seller and Buyer hereunder shall be determined, in accordance with the laws of the State of Alabama.

     j. Non-Merger. In addition to any specific language of non-merger found in certain sections of this Agreement, any provision hereof which by its terms or by reasonable construction and interpretation would be performed after the Closing shall survive the Closing and shall not merge in the Closing or in the deed, except as specifically provided to the contrary herein.

     k. Effect. This Agreement shall not be effective unless and until fully executed by Buyer and Seller. The “Effective Date” shall be the date when the last one of the Buyer and Seller has executed this Agreement.

     20. Internal Revenue Code Section 1031 Exchange. Buyer or Seller may structure the purchase of the Property as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code (an “Exchange”). The parties agree to cooperate reasonably to effect the Exchange; provided, however, that: (a) the non-exchanging party shall not be required to contract for, acquire or take title to any exchange property; (b) the non-exchanging party shall not be required to incur any expense or liability in connection with the Exchange, including, without limitation, any obligation for the payment of any escrow, title, intermediary, exchange, brokerage or attorneys’ fees or other costs incurred with respect to the Exchange or payable directly as a result of the Exchange; (c) no substitution of any qualified intermediary for a party shall release that party from its obligations set forth in the Agreement; (d) the exchanging party shall identify to the non-exchanging party and to the closing agent and the Title Company for the sale and purchase under the Agreement, prior to Closing the identity of the exchangor or qualified intermediary effecting and participating in the Exchange and all information necessary to effect the Exchange; (e) the exchanging party shall be responsible for the preparation of any and all agreements, documents and escrow instructions (collectively, “Exchange Documents”) required for the Exchange, at its sole cost and expense; (f) the exchanging party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and any other considerations relating to the proposed Exchange, the Exchange Documents and the transactions contemplated thereby; and (g) the non-exchanging party shall in no event be responsible for, or be deemed to make any representations as to the tax or other consequences of the exchange transaction arising by reason of its cooperation and performance of the Exchange or its execution of any Exchange Documents.

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     21. WAIVER OF JURY TRIAL. BUYER AND SELLER WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EACH PARTY, AND EACH PARTY HEREBY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY, NOR ANY PERSON OR ENTITY ACTING ON BEHALF OF THE OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY ACKNOWLEDGES TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS WAIVER PROVISION.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement.

	ELBERTA HOLDINGS, LLC, an Alabama limited liability company
Date: 3/26/07	By:	/s/ J. Daniel Sizemore
		Name:	J. Daniel Sizemore
		Title:	Managing Member
	“SELLER”

/s/ James R. Owen Jr.  

James R. Owen Jr. — Managing Member  

/s/ Richard L Edwards  

Richard L. Edwards — Managing Member 

	VISION BANK, an Alabama banking corporation
Date: 3/26/07	By:	/s/ William E. Blackmon
		Name:	William E. Blackmon
		Title:	Regional President
	“BUYER”

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EXHIBIT A

Legal Description of Property

Lots 6 and 7, Block 11, in the Village of Elberta, Baldwin County, Alabama according to the plat thereof recorded in the office of the Judge of Probate of Baldwin County in Map Book 1, page 21.

LESS AND EXCEPT THE FOLLOWING:

Beginning at the Southwest corner of Lot 7, Block II of the Village of Elberta, Baldwin County, Alabama, as found recorded in Map Book 01, Page 21 in the office of the Judge of Probate of Baldwin County, Alabama; Thence North 00°01’17” East, 54.31 feet to a set re-bar and cap; Thence North 89°36’30” East, 40.14 feet to a set re-bar and cap; Thence South 00°04’37” East, 54.36 feet to a crimp top iron pipe and the North right-of-way of U.S. Highway 98 (A.K.A. State Street); Thence along said right-of-way South 89°40’22” West, 40.23 feet to the Point of Beginning and containing 0.05 Acre, more or less and being a part of said Lot 7, Block II of the Village of Elberta, Baldwin County, Alabama.

EXHIBIT B

Phase II Environmental Assessment

SCHEDULE 1

Seller’s Deliveries

Note: Unless otherwise defined herein, all capitalized terms used in this Schedule 1 shall have the meanings ascribed to them in the Agreement.

a.	A copy of Seller’s title insurance policy covering the Property;
b.	All existing surveys on the Property, including any and all as-built surveys;
c.	Any and all environmental reports and studies for the Property;
d.	Any appraisals of the Property;
e.	Any and all permits, licenses or approvals issued by governmental agencies, affecting the Property or its use and operation, including, but not limited to, certificates of occupancy, occupational permits, or zoning and land use variances;
f.	Any property or structural inspection reports performed on the Property;
g.	Any land use and zoning confirmation letters issued by governmental authorities for the Property;
h.	Any and all service contracts or agreements affecting the Property, maintenance of the Property or Seller’s operation of the Property;
i.	A rent roll of all leases and other tenancies and other occupancies, whether written or oral, affecting all or any portion of the Property (“Lease(s)”), setting forth the names of the tenants (each a “Tenant”), the spaces affected, the rents, the terms (including any options to renew), the security deposits required by the Lease(s), if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal, or exclusive use rights (the “Rent Roll”). The Rent Roll shall be attached to the Agreement as Schedule 1.i. and incorporated therein by reference;
j.	All of the Lease(s), lease files, and copies of correspondence between Seller and the Tenants; and
k.	Access to the Property and to all mechanical, equipment and storage rooms.

EX-10.10

Exhibit 10.10

AGREEMENT FOR PURCHASE AND SALE

     THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of the Effective Date (defined below), between GULF SHORES INVESTMENT GROUP, LLC, an Alabama limited liability company (“Seller”), and VISION BANK, an Alabama banking corporation (“Buyer”).

WITNESSETH:

     In consideration of the mutual covenants and provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

     1. Description of Property. Seller hereby agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained in this Agreement, certain real property located at 2201 West 1^st Street, Gulf Shores, Alabama, in Baldwin County, Alabama more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all buildings and improvements located thereon, and all real property rights and easements appurtenant thereto, including Seller’s rights in any roads, roadways or vacated streets or alleys (collectively, the “Property”).

     2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be Two Million Four Hundred Thousand Dollars ($2,400,000.00). The Purchase Price, subject to the adjustments, credits, and prorations required by this Agreement, shall be paid by Buyer to Seller at Closing by cashier’s or bank check or by federal wire transfer of immediately available funds.

     3. Buyer’s Inspection Contingency. For a period of sixty (60) days from the Effective Date (the “Inspection Period”), Buyer and its agents and representatives shall have the right to conduct inspections and examinations regarding the physical condition of the Property and the status of title and survey matters for the Property. Buyer and its agents and representatives shall be permitted to enter upon the Property to conduct such boundary surveys, soil tests, environmental assessment audits, and other related tests, investigations, and examinations of the Property as Buyer may desire. Buyer may likewise perform an investigation of the legal and financial aspects of the Property, including, without limitation confirmation of the land use and zoning classifications applicable to the Property, the lack of any material violations of applicable ordinances to the Property, the existence and availability of all required permits, licenses and approvals for Buyer’s operation of the Property as a banking facility (“Intended Use”), and a review of the Lease(s) (defined in Schedule 1) and all contracts and agreement affecting the Property. Buyer’s physical inspection rights are subject to the following conditions and requirements: (i) Buyer shall not cause any material injury to the Property, and (ii) Buyer shall pay all costs and expenses incurred in connection with its inspections and reports. Buyer hereby agrees to indemnify and hold harmless Seller from any loss, damage, claim, expense or cost which Seller may incur as a result of Buyer’s physical inspections. Seller shall cooperate with Buyer, at no expense to Seller, in Buyer’s performance of its investigations, including, without limitation, signing such authorizations and other documents as are reasonably required to permit Buyer to exercise fully its rights under this subsection.

     The results of the foregoing physical inspections and investigations of the Property shall be utilized by Buyer to determine whether the Property is, in Buyer’s sole judgment and estimation, satisfactory to Buyer. If Buyer, for any reason or for no reason whatsoever, is not satisfied with the results of the foregoing inspections and investigations, Buyer may cancel this Agreement and shall so notify Seller in writing prior to the expiration of the Inspection Period, whereupon this Agreement shall automatically terminate and be null and void.

     BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY IN ITS “AS IS, WHERE IS” CONDITION AND WITHOUT ANY WARRANTY, REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER, AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (i) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING THE INTENDED USE, (iii) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR (iv) THE SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY.

     4. Seller’s Deliveries. Seller agrees to deliver to Buyer true and complete copies of the materials described on Schedule 1 hereof (the “Seller’s Deliveries”), to the extent these materials exist and are in Seller’s possession, within five (5) days of the Effective Date.

     5. Title and Survey.

     a. Title Commitment. Within twenty (20) days after the Effective Date, Seller shall obtain and deliver to Buyer and its counsel a title insurance commitment showing that Seller owns fee simple title to the Property (the “Title Commitment”), together with complete copies of all title exception documents listed therein, issued by a title agent and title underwriting company chosen by Seller and reasonably acceptable to Buyer (the “Title Company”), wherein the Title Company shall commit to issue to Buyer at Closing an owner’s policy of title insurance in the total amount of the Purchase Price insuring fee simple title to the Property, subject only to the following “Permitted Exceptions”:

     i. Governmental building, zoning and land use regulations affecting the development, occupancy, use or enjoyment of the Property;

     ii. Ad valorem real property taxes and assessments for the year of Closing, and subsequent years, that are not yet due and payable; and

     iii. Easements, covenants, conditions and agreements of record affecting the Property and reasonably acceptable to Buyer.

     At Closing, Seller shall pay the title premium, title agent’s closing charges, title update fees and other related search and title examination fees and charges of the Title Company or its agent in connection with the issuance of the title insurance policy.

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     b. Survey. Buyer, at its sole cost and expense and within sixty (60) days after the Effective Date, may have a survey of the Property prepared by a surveyor licensed in the State of Alabama (the “Survey”). The Survey shall be prepared in accordance with minimum technical standards for land surveying in the State of Alabama, shall be prepared with reference to the Title Commitment, shall locate all easements benefiting or burdening the Property and matters appearing on the Title Commitment, and shall be certified to Seller, Buyer, the Title Company and the Title Company’s agent.

     c. Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.

     d. Title Updates. The Title Commitment shall be updated immediately prior to Closing and shall show no additional exceptions or liens other than the Permitted Exceptions. In the event the updated title commitment shows new or additional exceptions to title, the same procedure for clearing defects in title set forth above shall apply.

     e. UCC Lien Search. Within the Inspection Period, Buyer may obtain at its expense: (i) a UCC-11 search of any and all liens filed against or with respect to the Property with the Office of the Alabama Secretary of State/Alabama Secured Transactions Registry, and (ii) a search of judgment and tax liens against Seller filed with the Office of the Alabama Secretary of State (collectively, the “Lien Searches”). Any liens disclosed by the Lien Searches shall be satisfied by Seller at or prior to Closing.

     6. Representations and Warranties.

     a. Seller. Seller hereby represents, warrants and covenants to Buyer as follows:

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     i. Seller is a limited liability company duly organized, validly existing and active in status under the laws of the State of Alabama.

     ii. The execution, delivery and performance of this Agreement by Seller, the execution and delivery of the documents and instruments delivered or to be delivered pursuant hereto by or on behalf of Seller, and the consummation of the transaction contemplated hereby have been or will be duly authorized by Seller.

     iii. To the best of Seller’s knowledge, the Property does not contain, the Property has not been used in any manner for the storage of, nor has activity upon the Property produced, any hazardous or toxic waste, materials, discharge, deposit, dumping or contamination, whether of soil, ground water or otherwise. The Property does not contain underground tanks of any type or any materials containing or producing any polychlorinated biphenyls or any asbestos. There are no surface or subsurface conditions which constitute or, with the passage of time, may constitute a public or private nuisance.

     iv. Other than the Lease(s) in effect on the Effective Date, there are no contracts or agreements to which Seller is a party, which may adversely affect the Property or the closing of the sale under this Agreement, or which are not terminable on thirty (30) days notice, or which may be binding upon the Property or Buyer after the Closing.

     v. Seller has received no written or verbal notice from any governmental authority or agency concerning any existing and uncorrected building, environmental, zoning or safety violation pursuant to applicable statutes, codes or regulations affecting the Property.

     vi. All sales tax and use tax required to be paid or collected by Seller in the operation of the Property, and any interest and penalties thereon, have been collected and paid to, and all tax returns required in connection therewith have been filed with, the appropriate governmental authority for all time periods prior to the Effective Date and will be filed as of Closing.

     vii. There is no litigation pending or, to the best of Seller’s knowledge, threatened which does or will materially or adversely affect the Property, and there are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened against Seller before any court or administrative agency which do or will materially or adversely affect the Property.

     Seller’s warranties under this Section 6.a. shall survive Closing for a period of one (1) year.

     b. Buyer. Buyer hereby represents, warrants and covenants to Seller as follows:

     i. Buyer is a corporation, duly organized, validly existing and active in status under the laws of the State of Alabama; and

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     ii. The execution and delivery of this Agreement by Buyer and the consummation of the transaction contemplated hereby have been or will be duly authorized by Buyer.

     7. Conditions to Closing. In addition to all other contingencies contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment of each of the following conditions at or prior to Closing unless specifically waived in writing by Buyer:

     a. On or before the Closing, Buyer shall have approved the condition of the Property, as acceptable for Buyer’s Intended Use.

     b. Buyer shall have completed and consummated the merger and/or acquisition of shares with Vision Bancshares, Inc., an Alabama corporation (the “Merger”), and notice of fulfillment of this condition is provided to Seller.

     If each and every of these conditions are not satisfied at Closing, Buyer may elect, upon written notice to Seller, to either (i) waive such conditions as may be unsatisfied, (ii) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate or (iii) extend the date of Closing pursuant to Section 8 below.

     8. Closing and Transfer of Title.

     a. Closing. Subject to applicable curative periods and satisfaction of the conditions to closing set out in this Agreement, the parties hereto agree to close this purchase and sale thirty (30) days after the closing of the Merger (or such earlier or later date as may be mutually agreed upon in writing by Seller and Buyer), at the offices of the Title Company, or such other place as may be mutually agreed upon by Seller and Buyer, or by overnight delivery of documents and funds to the Title Company or to a closing agent mutually agreed upon by Buyer and Seller (the “Closing”). Exclusive possession of the Property shall be delivered to Buyer at Closing. To the extent the conditions and contingencies to Closing set out in this Agreement are met and Buyer is ready and able to close earlier than as provided in this Section 8.a., Buyer agrees to notify Seller and to agree on an earlier date for Closing.

     b. Seller’s Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:

     i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;

     ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;

     iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;

     iv. An assignment of the Seller’s right, title and interest under the Lease(s);

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     v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and

     vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     c. Buyer’s Documents. At Closing, Buyer shall deliver the Purchase Price, subject to the adjustments and prorations set out in this Agreement, and shall execute, acknowledge and deliver, as appropriate, to Seller such documents or instruments as Seller or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

      9. Prorations of Taxes. All real estate taxes shall be prorated between Seller and Buyer as of 12:01 a.m. the date of Closing. If the amount of taxes for the year of Closing has not been determined as of the date of Closing, such taxes shall be prorated on the basis of the prior year’s gross taxes, with known changes, if any. Certified, confirmed or ratified special assessment liens as of the date of Closing shall be paid by Seller. The cash payment due to Seller at Closing shall be increased or decreased as may be required by the proration of the foregoing items. If the actual amount of taxes assessed on the Property for the year of Closing (“Taxes”) varies from the prior year’s gross taxes on which prorations under this Section 9 were calculated, by an amount in excess of five percent (5%), the Taxes shall be re-prorated using the actual amount assessed on the Property and payments made by or to the parties at Closing shall be adjusted in accordance with the re-proration. Within ten (10) days of any required re-proration of Taxes, Seller shall pay Buyer the additional amount required for payment of Taxes or Buyer shall pay Seller the excess of Taxes credited to Buyer at Closing, as applicable. The provisions of this Section shall survive Closing. /s/ JDS /s/ WEB

10. Risk of Loss; Condemnation.

     a. Risk of Loss. The risk of loss or damage to the Property by flood, casualty or otherwise (except condemnation, which is provided for below), prior to Closing, is assumed by Seller. If damage does occur to the Property and the cost of restoration does not exceed one and one-half percent (1.5%) of the Purchase Price, Seller shall be obligated to restore the Property to the condition immediately preceding the casualty, at its sole expense, and Closing shall proceed under this Agreement. If the required restoration is not complete by Closing, Seller shall pay the cost of restoration to Buyer at Closing. If the cost of restoration exceeds one and one-half percent (1.5%) of the Purchase Price, then Seller shall have the right, but not the obligation, to restore the Property to substantially the condition existing immediately prior to the casualty at its sole expense, and the Closing may be extended by Seller for up to sixty (60) days to permit time for such repairs. If Seller is unable to restore the Property within such 60-day period, or elects not to restore the Property, it shall notify Buyer of such fact and Buyer may elect to either (i) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate, or (ii) close this transaction, in which event Seller shall assign to Buyer at Closing all of Seller’s right, title and interest, if any, in and to any insurance proceeds payable to Seller or for Seller’s benefit (less any proceeds that may have been used in restoring the Property prior to Closing) and Buyer shall receive a credit at Closing for the amount of any applicable insurance deductibles.

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     b. Condemnation. If between the Effective Date and Closing any portion of the Property is taken or is made subject to condemnation, eminent domain or other governmental or quasi-governmental acquisition proceedings, then the following provisions shall apply. In the event Seller receives a written notice from any governmental or quasi-governmental authority with powers of eminent domain to the effect that a condemnation of any portion or all of the Property is pending or contemplated, Seller shall notify Buyer within five (5) days of the receipt of such notice. If the proposed or pending condemnation is one that could be reasonably expected to render the Property not usable for the Intended Use, including, without limitation, reductions in parking requirements, floor-area ratio requirements and impervious surface area requirements, or affect access to the Property from a dedicated public street or roadway, then Buyer may, within five (5) days after receipt of such notice, cancel this Agreement and this Agreement shall terminate, whereupon neither party shall have any further rights or obligations under this Agreement. In the event that Buyer shall not elect to terminate this Agreement, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by Seller by reason of such condemnation prior to Closing. In such event, the transaction contemplated by this Agreement shall close in accordance with the terms and conditions of this Agreement except that there will be a decrease in the Purchase Price equal to the amount of the award or proceeds paid to the Seller at or prior to Closing by reason of the condemnation. If, however, Seller has not received any proceeds by reason of such condemnation prior to Closing and if Buyer does not elect to terminate this Agreement as aforesaid, then the Closing shall take place as herein provided without decrease in the Purchase Price, and Seller shall assign and transfer to Buyer at the Closing by written instrument all of Seller’s right, title and interest in any condemnation awards.

     11. Defaults.

     a. Buyer’s Default. In the event that Seller is ready, willing and able to perform in accordance with this Agreement, and Buyer is obligated under the terms of this Agreement to consummate the transaction evidenced by this Agreement but fails to consummate this Agreement, pay the Purchase Price and take title, then Seller may either (i) terminate this Agreement upon notice to Buyer, whereupon Buyer shall immediately reimburse Seller for Seller’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Seller’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Seller in the event of Buyer’s default.

     b. Seller’s Default. If Seller defaults in its obligations under this Agreement, including, without limitation, Seller’s failure or refusal to convey the Property to Buyer, or otherwise breaches this Agreement, then Buyer may either (i) terminate this Agreement upon notice to Seller, whereupon Seller shall immediately reimburse Buyer for Buyer’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Buyer’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Buyer in the event of Seller’s default.

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     12. Brokers. Buyer and Seller each represent and warrant to the other that it has not dealt with, consulted or contacted any real estate broker, agent or finder in connection with or in bringing about the sale of the Property to Buyer. Each party hereby agrees to defend, indemnify and hold the other harmless of and from any and all claims, expense, cost, damage, loss and liability arising out of a breach of the foregoing representation, warranty and covenant by the defaulting party. This Section 12 shall survive the Closing and the termination of this Agreement.

     13. Assignment. Absent prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not have the right to assign this Agreement except to an entity in which Buyer or the owners of Buyer have an ownership interest. Upon completion of the Merger and upon notice from Buyer to Seller, this Agreement shall be automatically assigned to an entity owned by Buyer or acquired by Buyer in connection with the Merger. This Agreement and all the terms and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

     14. Notices. All notices hereunder or required by law shall be in writing, and shall be deemed properly delivered when (i) personally delivered, (ii) one (1) business day after being placed in the possession of a nationally recognized overnight courier service (such as Federal Express), (iii) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (iv) sent by facsimile providing a transmission receipt evidencing a complete transmission prior to 5:00 p.m. eastern time on a regular business day, addressed to the parties hereto at their respective addresses set forth below or as they may hereafter specify by written notice delivered in accordance herewith:

BUYER:	Vision Bank
	Attn: William E. Blackmon
	PO Box 4649
	Gulf Shores, AL 36547-4649
	Telecopier: (251) 967-4213
	Telephone: (251) 968-1001
With a Copy To:	Vorys, Sater, Seymour and Pease LLP
	Attn: J. Theodore Smith
	52 E. Gay Street
	P.O. Box 1008
	Columbus, Ohio 43216-1008
	Telecopier: (614) 719-5024
	Telephone: (614) 464-6232
SELLER:	Gulf Shores Investment Group, LLC
	Attn: J. Daniel Sizemore
	501 South McKenzie Street
	Foley, Alabama 36535
	Telecopier: (251) 928-4513
	Telephone: (251) 928-3177

     15. Closing Expenses. Seller shall pay the cost of the title insurance policy pursuant to Section 5, above. Buyer shall pay all costs related to the recording of the deed. Each party shall pay its own attorneys’ fees.

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     16. Duties of The Title Company. [Intentionally omitted].

     17. Seller’s Operation of the Property.  From the Effective Date through Closing:

     a. Seller will operate the Property and perform its material obligations under the Lease(s) and any existing contracts and agreements affecting the Property.

     b. Seller will not enter into any lease, contract or agreement that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable at will or contracts approved in writing by Buyer.

     c. Seller shall maintain the Property, including all landscaping, substantially in its present condition (ordinary wear and tear and casualty excepted) and in a manner consistent with Seller’s maintenance of the Property during Seller’s period of ownership. Seller will not remove any personal property or fixtures from the Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed personal property item or fixture.

     d. Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which are presently in effect for the Property, or any portion of the Property.

     18. Prorations of Revenues and Expenses.

     a. Rents and Lease Related Income. All rents and other fees and charges payable under the Lease(s) in effect as of Closing, and all other items of income, and all items of expense, with respect to the Property, whether or not the foregoing are due, have been billed, or have been collected as of the date of Closing, shall be prorated between Seller and Buyer as of the date of Closing. If any of said rents, fees, charges or other items of income have not been collected or are past due at the time of Closing for a period not in excess of three (3) month(s), Buyer, at its cost, agrees to use good faith efforts to collect such sums on Seller’s behalf (with all sums collected by Buyer to be applied first to current rents) and shall remit same to Seller promptly following collection, but in no event shall Buyer be obligated to institute legal proceedings to collect the same. With respect to any arrearages in such rents, charges, fees, or incomes for a period in excess of three (3) month(s), Seller hereby irrevocably waives its right to seek payment of such sums from the tenants. Buyer shall receive a credit at Closing for the amount of the security deposits held by Seller under the Lease(s) and all rent under the Lease(s) paid more than one month in advance.

     b. Proration of Other Income and Expenses. The following items shall be apportioned at Closing and as of 12:01 a.m. the date of Closing: (i) any applicable tangible personal property taxes assessed against the Property, and (ii) fees for transferable licenses and permits, if any. All utilities shall be transferred from Seller to Buyer as of the date of Closing. Seller shall be entitled to receive all income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to the date of Closing, and Buyer shall be entitled to receive all

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such income and shall be obligated to pay all such expenses from and after the date of Closing. If on the date of Closing the tangible personal property tax bill is not available for then current year, the taxes shall be apportioned based upon the tax bill for the next preceding year, but such taxes shall be readjusted as soon as the tax bill for the current year is available.

     c. Leasing Expenses. Any lease commissions or tenant improvement costs which are incurred by Seller in connection with any existing Lease(s) as of the date of Closing shall be Seller’s responsibility.

     d. Estimates. All items which are not subject to an exact determination shall be estimated by the parties or shall be prorated between the parties when the exact amounts become known. As each item so estimated becomes capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed report on the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said reports. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made as of 12:01 a.m. the date of the Closing.

     e. Survival. All of the provisions of this Section 18 shall survive the Closing for a period of one (1) year.

     19. Miscellaneous Provisions.

     a. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

     b. Attorneys’ Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms hereof, the losing or defaulting party shall pay to the prevailing party its reasonable attorneys’ fees, costs, and expenses incurred in connection with the prosecution or defense of such action. The term “prevailing party” means the party obtaining substantially the relief sought, whether in mediation, by compromise or settlement, or through judgment, decree or order obtained at trial, on appeal, or in any administrative or bankruptcy proceedings. The provisions of this subsection shall survive the Closing and the cancellation or termination of this Agreement.

     c. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof.

     d. Construction. No provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party being deemed to have drafted or structured such provisions.

     e. Entire Agreement. This Agreement constitutes the entire contract between the parties hereto and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings, or terms of any kind as conditions or inducements to the execution hereof and none have been

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relied upon by either party. Any subsequent conditions, representations, warranties, or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties.

     f. Recording. The parties agree that this Agreement shall not be recorded in the public records.

     g. Time of Essence. Time is of the essence of this transaction and each and every provision of this Agreement. Any reference herein to time periods of less than five (5) days shall in the computation thereof exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall begin or end on a Saturday, Sunday or legal holiday shall extend to 5:00 PM eastern time of the next full business day. In computing periods of time, the Effective Date of this Agreement shall not be counted.

     h. Original Document. This Agreement shall be executed by both parties in counterparts, each of which shall be deemed an original, but all of such counterparts taken together shall constitute one and the same Agreement. Receipt by a party of a signed facsimile of a counterpart of this Agreement shall be deemed receipt of an original, and no other party shall raise the Statute of Frauds as a defense to such party’s signature delivered by facsimile. Without limiting the effectiveness of any such signed facsimile, the parties agree to exchange original executed counterparts of this Agreement upon request.

     i. Governing Law. This Agreement shall be construed, and the rights and obligations of Seller and Buyer hereunder shall be determined, in accordance with the laws of the State of Alabama.

     j. Non-Merger. In addition to any specific language of non-merger found in certain sections of this Agreement, any provision hereof which by its terms or by reasonable construction and interpretation would be performed after the Closing shall survive the Closing and shall not merge in the Closing or in the deed, except as specifically provided to the contrary herein.

     k. Effect. This Agreement shall not be effective unless and until fully executed by Buyer and Seller. The “Effective Date” shall be the date when the last one of the Buyer and Seller has executed this Agreement.

     20. Internal Revenue Code Section 1031 Exchange. Buyer or Seller may structure the purchase of the Property as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code (an “Exchange”). The parties agree to cooperate reasonably to effect the Exchange; provided, however, that: (a) the non-exchanging party shall not be required to contract for, acquire or take title to any exchange property; (b) the non-exchanging party shall not be required to incur any expense or liability in connection with the Exchange, including, without limitation, any obligation for the payment of any escrow, title, intermediary, exchange, brokerage or attorneys’ fees or other costs incurred with respect to the Exchange or payable directly as a result of the Exchange; (c) no substitution of any qualified intermediary for a party shall release that party from its obligations set forth in the Agreement; (d) the exchanging party shall identify to the non-exchanging party and to the closing agent and the Title Company for the sale and purchase under the Agreement, prior to Closing the identity of the exchangor or qualified intermediary effecting and participating in the Exchange and all

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information necessary to effect the Exchange; (e) the exchanging party shall be responsible for the preparation of any and all agreements, documents and escrow instructions (collectively, “Exchange Documents”) required for the Exchange, at its sole cost and expense; (f) the exchanging party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and any other considerations relating to the proposed Exchange, the Exchange Documents and the transactions contemplated thereby; and (g) the non-exchanging party shall in no event be responsible for, or be deemed to make any representations as to the tax or other consequences of the exchange transaction arising by reason of its cooperation and performance of the Exchange or its execution of any Exchange Documents.

     21. WAIVER OF JURY TRIAL. BUYER AND SELLER WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EACH PARTY, AND EACH PARTY HEREBY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY, NOR ANY PERSON OR ENTITY ACTING ON BEHALF OF THE OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY ACKNOWLEDGES TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS WAIVER PROVISION.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement.

	GULF SHORES INVESTMENT GROUP, LLC, an Alabama limited liability company
Date: 3/26/07	By:	/s/ J. Daniel Sizemore
		Name:	J. Daniel Sizemore
		Title:	Managing Member

	“SELLER”
/s/ William D Moody
William D. Moody — Managing Member
/s/ Patrick Willingham
Patrick Willingham — Managing Member

	VISION BANK, an Alabama banking corporation
Date: 3/26/07	By:	/s/ William E. Blackmon
		Name:	William E. Blackmon
		Title:	President
		“BUYER”

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EXHIBIT A

Legal Description of Property

Lot 2 of Parkview Subdivision as per plat in Slide #1983-B, as recorded in the Office of the Judge of Probate of Baldwin County, Alabama.

SCHEDULE 1

Seller’s Deliveries

Note: Unless otherwise defined herein, all capitalized terms used in this Schedule 1 shall have the meanings ascribed to them in the Agreement.

a.	A copy of Seller’s title insurance policy covering the Property;
b.	All existing surveys on the Property, including any and all as-built surveys;
c.	Any and all environmental reports and studies for the Property;
d.	Any appraisals of the Property;
e.	Any and all permits, licenses or approvals issued by governmental agencies, affecting the Property or its use and operation, including, but not limited to, certificates of occupancy, occupational permits, or zoning and land use variances;
f.	Any property or structural inspection reports performed on the Property;
g.	Any land use and zoning confirmation letters issued by governmental authorities for the Property;
h.	Any and all service contracts or agreements affecting the Property, maintenance of the Property or Seller’s operation of the Property;
i.	A rent roll of all leases and other tenancies and other occupancies, whether written or oral, affecting all or any portion of the Property (“Lease(s)”), setting forth the names of the tenants (each a “Tenant”), the spaces affected, the rents, the terms (including any options to renew), the security deposits required by the Lease(s), if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal, or exclusive use rights (the “Rent Roll”). The Rent Roll shall be attached to the Agreement as Schedule 1.i. and incorporated therein by reference;
j.	All of the Lease(s), lease files, and copies of correspondence between Seller and the Tenants; and
k.	Access to the Property and to all mechanical, equipment and storage rooms.

EX-10.11

Exhibit 10.11

AGREEMENT FOR PURCHASE AND SALE

     THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of the Effective Date (defined below), between GULF SHORES INVESTMENT GROUP, LLC, an Alabama limited liability company (“Seller”), and VISION BANK, an Alabama banking corporation (“Buyer”).

WITNESSETH :

     In consideration of the mutual covenants and provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

     1. Description of Property. Seller hereby agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained in this Agreement, certain real property located at 25051 Canal Road, Orange Beach, Alabama 36561 — 3812, in Baldwin County, Alabama more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all buildings and improvements located thereon, and all real property rights and easements appurtenant thereto, including Seller’s rights in any roads, roadways or vacated streets or alleys (collectively, the “Property”).

     2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be Two Million Dollars ($2,000,000.00). The Purchase Price, subject to the adjustments, credits, and prorations required by this Agreement, shall be paid by Buyer to Seller at Closing by cashier’s or bank check or by federal wire transfer of immediately available funds.

     3. Buyer’s Inspection Contingency. For a period of sixty (60) days from the Effective Date (the “Inspection Period”), Buyer and its agents and representatives shall have the right to conduct inspections and examinations regarding the physical condition of the Property and the status of title and survey matters for the Property. Buyer and its agents and representatives shall be permitted to enter upon the Property to conduct such boundary surveys, soil tests, environmental assessment audits, and other related tests, investigations, and examinations of the Property as Buyer may desire. Buyer may likewise perform an investigation of the legal and financial aspects of the Property, including, without limitation confirmation of the land use and zoning classifications applicable to the Property, the lack of any material violations of applicable ordinances to the Property, the existence and availability of all required permits, licenses and approvals for Buyer’s operation of the Property as a banking facility (“Intended Use”), and a review of the Lease(s) (defined in Schedule 1) and all contracts and agreement affecting the Property. Buyer’s physical inspection rights are subject to the following conditions and requirements: (i) Buyer shall not cause any material injury to the Property, and (ii) Buyer shall pay all costs and expenses incurred in connection with its inspections and reports. Buyer hereby agrees to indemnify and hold harmless Seller from any loss, damage, claim, expense or cost which Seller may incur as a result of Buyer’s physical inspections. Seller shall cooperate with Buyer, at no expense to Seller, in Buyer’s performance of its investigations, including, without limitation, signing such authorizations and other documents as are reasonably required to permit Buyer to exercise fully its rights under this subsection.

     The results of the foregoing physical inspections and investigations of the Property shall be utilized by Buyer to determine whether the Property is, in Buyer’s sole judgment and estimation, satisfactory to Buyer. If Buyer, for any reason or for no reason whatsoever, is not satisfied with the results of the foregoing inspections and investigations, Buyer may cancel this Agreement and shall so notify Seller in writing prior to the expiration of the Inspection Period, whereupon this Agreement shall automatically terminate and be null and void.

     BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY IN ITS “AS IS, WHERE IS” CONDITION AND WITHOUT ANY WARRANTY, REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, BY SELLER OR ANY REPRESENTATIVE, AGENT, OFFICER OR EMPLOYEE OF SELLER, AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (i) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING THE INTENDED USE, (iii) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR (iv) THE SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE PROPERTY.

     4. Seller’s Deliveries. Seller agrees to deliver to Buyer true and complete copies of the materials described on Schedule 1 hereof (the “Seller’s Deliveries”), to the extent these materials exist and are in Seller’s possession, within five (5) days of the Effective Date.

     5. Title and Survey.

     a. Title Commitment. Within twenty (20) days after the Effective Date, Seller shall obtain and deliver to Buyer and its counsel a title insurance commitment showing that Seller owns fee simple title to the Property (the “Title Commitment”), together with complete copies of all title exception documents listed therein, issued by a title agent and title underwriting company chosen by Seller and reasonably acceptable to Buyer (the “Title Company”), wherein the Title Company shall commit to issue to Buyer at Closing an owner’s policy of title insurance in the total amount of the Purchase Price insuring fee simple title to the Property, subject only to the following “Permitted Exceptions”:

     i. Governmental building, zoning and land use regulations affecting the development, occupancy, use or enjoyment of the Property;

     ii. Ad valorem real property taxes and assessments for the year of Closing, and subsequent years, that are not yet due and payable; and

     iii. Easements, covenants, conditions and agreements of record affecting the Property and reasonably acceptable to Buyer.

     At Closing, Seller shall pay the title premium, title agent’s closing charges, title update fees and other related search and title examination fees and charges of the Title Company or its agent in connection with the issuance of the title insurance policy.

     b. Survey. Buyer, at its sole cost and expense and within sixty (60) days after the Effective Date, may have a survey of the Property prepared by a surveyor

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licensed in the State of Alabama (the “Survey”). The Survey shall be prepared in accordance with minimum technical standards for land surveying in the State of Alabama, shall be prepared with reference to the Title Commitment, shall locate all easements benefiting or burdening the Property and matters appearing on the Title Commitment, and shall be certified to Seller, Buyer, the Title Company and the Title Company’s agent.

     c. Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.

     d. Title Updates. The Title Commitment shall be updated immediately prior to Closing and shall show no additional exceptions or liens other than the Permitted Exceptions. In the event the updated title commitment shows new or additional exceptions to title, the same procedure for clearing defects in title set forth above shall apply.

     e. UCC Lien Search. Within the Inspection Period, Buyer may obtain at its expense: (i) a UCC-11 search of any and all liens filed against or with respect to the Property with the Office of the Alabama Secretary of State/Alabama Secured Transactions Registry, and (ii) a search of judgment and tax liens against Seller filed with the Office of the Alabama Secretary of State (collectively, the “Lien Searches”). Any liens disclosed by the Lien Searches shall be satisfied by Seller at or prior to Closing.

     6. Representations and Warranties.

     a. Seller. Seller hereby represents, warrants and covenants to Buyer as follows:

     i. Seller is a limited liability company duly organized, validly existing and active in status under the laws of the State of Alabama.

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     ii. The execution, delivery and performance of this Agreement by Seller, the execution and delivery of the documents and instruments delivered or to be delivered pursuant hereto by or on behalf of Seller, and the consummation of the transaction contemplated hereby have been or will be duly authorized by Seller.

     iii. To the best of Seller’s knowledge, the Property does not contain, the Property has not been used in any manner for the storage of, nor has activity upon the Property produced, any hazardous or toxic waste, materials, discharge, deposit, dumping or contamination, whether of soil, ground water or otherwise. The Property does not contain underground tanks of any type or any materials containing or producing any polychlorinated biphenyls or any asbestos. There are no surface or subsurface conditions which constitute or, with the passage of time, may constitute a public or private nuisance.

     iv. Other than the Lease(s) in effect on the Effective Date, there are no contracts or agreements to which Seller is a party, which may adversely affect the Property or the closing of the sale under this Agreement, or which are not terminable on thirty (30) days notice, or which may be binding upon the Property or Buyer after the Closing.

     v. Seller has received no written or verbal notice from any governmental authority or agency concerning any existing and uncorrected building, environmental, zoning or safety violation pursuant to applicable statutes, codes or regulations affecting the Property.

     vi. All sales tax and use tax required to be paid or collected by Seller in the operation of the Property, and any interest and penalties thereon, have been collected and paid to, and all tax returns required in connection therewith have been filed with, the appropriate governmental authority for all time periods prior to the Effective Date and will be filed as of Closing.

     vii. There is no litigation pending or, to the best of Seller’s knowledge, threatened which does or will materially or adversely affect the Property, and there are no actions or proceedings pending or, to the best of Seller’s knowledge, threatened against Seller before any court or administrative agency which do or will materially or adversely affect the Property.

     Seller’s warranties under this Section 6.a. shall survive Closing for a period of one (1) year.

     b. Buyer. Buyer hereby represents, warrants and covenants to Seller as follows:

     i. Buyer is a corporation, duly organized, validly existing and active in status under the laws of the State of Alabama; and

     ii. The execution and delivery of this Agreement by Buyer and the consummation of the transaction contemplated hereby have been or will be duly authorized by Buyer.

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     7. Conditions to Closing. In addition to all other contingencies contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment of each of the following conditions at or prior to Closing unless specifically waived in writing by Buyer:

     a. On or before the Closing, Buyer shall have approved the condition of the Property, as acceptable for Buyer’s Intended Use.

     b. Buyer shall have completed and consummated the merger and/or acquisition of shares with Vision Bancshares, Inc., an Alabama corporation (the “Merger”), and notice of fulfillment of this condition is provided to Seller.

     If each and every of these conditions are not satisfied at Closing, Buyer may elect, upon written notice to Seller, to either (i) waive such conditions as may be unsatisfied, (ii) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate or (iii) extend the date of Closing pursuant to Section 8 below.

     8. Closing and Transfer of Title.

     a. Closing. Subject to applicable curative periods and satisfaction of the conditions to closing set out in this Agreement, the parties hereto agree to close this purchase and sale thirty (30) days after the closing of the Merger (or such earlier or later date as may be mutually agreed upon in writing by Seller and Buyer), at the offices of the Title Company, or such other place as may be mutually agreed upon by Seller and Buyer, or by overnight delivery of documents and funds to the Title Company or to a closing agent mutually agreed upon by Buyer and Seller (the “Closing”). Exclusive possession of the Property shall be delivered to Buyer at Closing. To the extent the conditions and contingencies to Closing set out in this Agreement are met and Buyer is ready and able to close earlier than as provided in this Section 8.a., Buyer agrees to notify Seller and to agree on an earlier date for Closing.

     b. Seller’s Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:

     i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;

     ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;

     iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;

     iv. An assignment of the Seller’s right, title and interest under the Lease(s);

     v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and

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     vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     c. Buyer’s Documents. At Closing, Buyer shall deliver the Purchase Price, subject to the adjustments and prorations set out in this Agreement, and shall execute, acknowledge and deliver, as appropriate, to Seller such documents or instruments as Seller or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.

     9. Prorations of Taxes. All real estate taxes shall be prorated between Seller and Buyer as of 12:01 a.m. the date of Closing. If the amount of taxes for the year of Closing has not been determined as of the date of Closing, such taxes shall be prorated on the basis of the prior year’s gross taxes, with known changes, if any. Certified, confirmed or ratified special assessment liens as of the date of Closing shall be paid by Seller. The cash payment due to Seller at Closing shall be increased or decreased as may be required by the proration of the foregoing items. If the actual amount of taxes assessed on the Property for the year of Closing (“Taxes”) varies from the prior year’s gross taxes on which prorations under this Section 9 were calculated, by an amount in excess of five percent (5%), the Taxes shall be re-prorated using the actual amount assessed on the Property and payments made by or to the parties at Closing shall be adjusted in accordance with the re-proration. Within ten (10) days of any required re-proration of Taxes, Seller shall pay Buyer the additional amount required for payment of Taxes or Buyer shall pay Seller the excess of Taxes credited to Buyer at Closing, as applicable. The provisions of this Section shall survive Closing. /s/ WEB /s/ JDS

     10. Risk of Loss; Condemnation.

     a. Risk of Loss. The risk of loss or damage to the Property by flood, casualty or otherwise (except condemnation, which is provided for below), prior to Closing, is assumed by Seller. If damage does occur to the Property and the cost of restoration does not exceed one and one-half percent (1.5%) of the Purchase Price, Seller shall be obligated to restore the Property to the condition immediately preceding the casualty, at its sole expense, and Closing shall proceed under this Agreement. If the required restoration is not complete by Closing, Seller shall pay the cost of restoration to Buyer at Closing. If the cost of restoration exceeds one and one-half percent (1.5%) of the Purchase Price, then Seller shall have the right, but not the obligation, to restore the Property to substantially the condition existing immediately prior to the casualty at its sole expense, and the Closing may be extended by Seller for up to sixty (60) days to permit time for such repairs. If Seller is unable to restore the Property within such 60-day period, or elects not to restore the Property, it shall notify Buyer of such fact and Buyer may elect to either (i) cancel this Agreement, whereupon all rights and liabilities arising hereunder shall automatically terminate, or (ii) close this transaction, in which event Seller shall assign to Buyer at Closing all of Seller’s right, title and interest, if any, in and to any insurance proceeds payable to Seller or for Seller’s benefit (less any proceeds that may have been used in restoring the Property prior to Closing) and Buyer shall receive a credit at Closing for the amount of any applicable insurance deductibles.

     b. Condemnation. If between the Effective Date and Closing any portion of the Property is taken or is made subject to condemnation, eminent domain or other governmental or quasi-governmental acquisition proceedings, then the following provisions shall apply. In the event Seller receives a written notice from any

6

governmental or quasi-governmental authority with powers of eminent domain to the effect that a condemnation of any portion or all of the Property is pending or contemplated, Seller shall notify Buyer within five (5) days of the receipt of such notice. If the proposed or pending condemnation is one that could be reasonably expected to render the Property not usable for the Intended Use, including, without limitation, reductions in parking requirements, floor-area ratio requirements and impervious surface area requirements, or affect access to the Property from a dedicated public street or roadway, then Buyer may, within five (5) days after receipt of such notice, cancel this Agreement and this Agreement shall terminate, whereupon neither party shall have any further rights or obligations under this Agreement. In the event that Buyer shall not elect to terminate this Agreement, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by Seller by reason of such condemnation prior to Closing. In such event, the transaction contemplated by this Agreement shall close in accordance with the terms and conditions of this Agreement except that there will be a decrease in the Purchase Price equal to the amount of the award or proceeds paid to the Seller at or prior to Closing by reason of the condemnation. If, however, Seller has not received any proceeds by reason of such condemnation prior to Closing and if Buyer does not elect to terminate this Agreement as aforesaid, then the Closing shall take place as herein provided without decrease in the Purchase Price, and Seller shall assign and transfer to Buyer at the Closing by written instrument all of Seller’s right, title and interest in any condemnation awards.

     11. Defaults.

     a. Buyer’s Default. In the event that Seller is ready, willing and able to perform in accordance with this Agreement, and Buyer is obligated under the terms of this Agreement to consummate the transaction evidenced by this Agreement but fails to consummate this Agreement, pay the Purchase Price and take title, then Seller may either (i) terminate this Agreement upon notice to Buyer, whereupon Buyer shall immediately reimburse Seller for Seller’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Seller’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Seller in the event of Buyer’s default.

     b. Seller’s Default. If Seller defaults in its obligations under this Agreement, including, without limitation, Seller’s failure or refusal to convey the Property to Buyer, or otherwise breaches this Agreement, then Buyer may either (i) terminate this Agreement upon notice to Seller, whereupon Seller shall immediately reimburse Buyer for Buyer’s actual and reasonable out-of-pocket costs (including, without limitation, attorneys fees) expended in connection with this transaction, or (ii) seek specific performance of this Agreement without thereby waiving Buyer’s right to subsequently elect to exercise its remedy to cancel this Agreement under item (i) above. These shall be the sole remedies of Buyer in the event of Seller’s default.

     12. Brokers. Buyer and Seller each represent and warrant to the other that it has not dealt with, consulted or contacted any real estate broker, agent or finder in connection with or in bringing about the sale of the Property to Buyer. Each party hereby agrees to defend, indemnify and hold the other harmless of and from any and all claims, expense, cost, damage, loss and liability arising out of a breach of the foregoing representation, warranty and covenant by the

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defaulting party. This Section 12 shall survive the Closing and the termination of this Agreement.

     13. Assignment. Absent prior written consent of Seller, not to be unreasonably withheld or delayed, Buyer shall not have the right to assign this Agreement except to an entity in which Buyer or the owners of Buyer have an ownership interest. Upon completion of the Merger and upon notice from Buyer to Seller, this Agreement shall be automatically assigned to an entity owned by Buyer or acquired by Buyer in connection with the Merger. This Agreement and all the terms and conditions hereof shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

     14. Notices. All notices hereunder or required by law shall be in writing, and shall be deemed properly delivered when (i) personally delivered, (ii) one (1) business day after being placed in the possession of a nationally recognized overnight courier service (such as Federal Express), (iii) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or (iv) sent by facsimile providing a transmission receipt evidencing a complete transmission prior to 5:00 p.m. eastern time on a regular business day, addressed to the parties hereto at their respective addresses set forth below or as they may hereafter specify by written notice delivered in accordance herewith:

BUYER:	Vision Bank
	Attn: William E Blackmon
	PO Box 4649
	Gulf Shores, AL 36547-4649
	Telecopier: (251) 967-4213
	Telephone: (251) 968-1001
With a Copy To:	Vorys, Sater, Seymour and Pease LLP
	Attn: J. Theodore Smith
	52 E. Gay Street
	P.O. Box 1008
	Columbus, Ohio 43216-1008
	Telecopier: (614) 719-5024
	Telephone: (614) 464-6232
SELLER:	Gulf Shores Investment Group, LLC
	Attn: J. Daniel Sizemore
	501 South McKenzie Street
	Foley, Alabama 36535
	Telecopier: (251) 928-4513
	Telephone: (251) 928-3177

     15. Closing Expenses. Seller shall pay the cost of the title insurance policy pursuant to Section 5, above. Buyer shall pay all costs related to the recording of the deed. Each party shall pay its own attorneys’ fees.

     16. Duties of The Title Company. [Intentionally omitted].

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     17. Seller’s Operation of the Property. From the Effective Date through Closing:

     a. Seller will operate the Property and perform its material obligations under the Lease(s) and any existing contracts and agreements affecting the Property.

     b. Seller will not enter into any lease, contract or agreement that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable at will or contracts approved in writing by Buyer.

     c. Seller shall maintain the Property, including all landscaping, substantially in its present condition (ordinary wear and tear and casualty excepted) and in a manner consistent with Seller’s maintenance of the Property during Seller’s period of ownership. Seller will not remove any personal property or fixtures from the Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed personal property item or fixture.

     d. Seller will keep in full force and effect all existing fire, casualty, liability and extended coverage and other insurance policies which are presently in effect for the Property, or any portion of the Property.

     18. Prorations of Revenues and Expenses.

     a. Rents and Lease Related Income. All rents and other fees and charges payable under the Lease(s) in effect as of Closing, and all other items of income, and all items of expense, with respect to the Property, whether or not the foregoing are due, have been billed, or have been collected as of the date of Closing, shall be prorated between Seller and Buyer as of the date of Closing. If any of said rents, fees, charges or other items of income have not been collected or are past due at the time of Closing for a period not in excess of three (3) month(s), Buyer, at its cost, agrees to use good faith efforts to collect such sums on Seller’s behalf (with all sums collected by Buyer to be applied first to current rents) and shall remit same to Seller promptly following collection, but in no event shall Buyer be obligated to institute legal proceedings to collect the same. With respect to any arrearages in such rents, charges, fees, or incomes for a period in excess of three (3) month(s), Seller hereby irrevocably waives its right to seek payment of such sums from the tenants. Buyer shall receive a credit at Closing for the amount of the security deposits held by Seller under the Lease(s) and all rent under the Lease(s) paid more than one month in advance.

     b. Proration of Other Income and Expenses. The following items shall be apportioned at Closing and as of 12:01 a.m. the date of Closing: (i) any applicable tangible personal property taxes assessed against the Property, and (ii) fees for transferable licenses and permits, if any. All utilities shall be transferred from Seller to Buyer as of the date of Closing. Seller shall be entitled to receive all income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to the date of Closing, and Buyer shall be entitled to receive all such income and shall be obligated to pay all such expenses from and after the date of Closing. If on the date of Closing the tangible personal property tax bill is not available for then current year, the taxes shall be apportioned based upon the tax bill for the next

9

preceding year, but such taxes shall be readjusted as soon as the tax bill for the current year is available.

     c. Leasing Expenses. Any lease commissions or tenant improvement costs which are incurred by Seller in connection with any existing Lease(s) as of the date of Closing shall be Seller’s responsibility.

     d. Estimates. All items which are not subject to an exact determination shall be estimated by the parties or shall be prorated between the parties when the exact amounts become known. As each item so estimated becomes capable of exact determination after the Closing, the party in possession of the facts necessary to make the determination shall send the other party a detailed report on the exact determination so made, and the parties shall adjust the prior estimate within ten (10) days after both parties have received said reports. Either party will be entitled, at its own expense, to audit the records supporting the determination made. All prorations shall be made as of 12:01 a.m. the date of the Closing.

     e. Survival. All of the provisions of this Section 18 shall survive the Closing for a period of one (1) year.

     19. Miscellaneous Provisions.

     a. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

     b. Attorneys’ Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms hereof, the losing or defaulting party shall pay to the prevailing party its reasonable attorneys’ fees, costs, and expenses incurred in connection with the prosecution or defense of such action. The term “prevailing party” means the party obtaining substantially the relief sought, whether in mediation, by compromise or settlement, or through judgment, decree or order obtained at trial, on appeal, or in any administrative or bankruptcy proceedings. The provisions of this subsection shall survive the Closing and the cancellation or termination of this Agreement.

     c. Captions. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof.

     d. Construction. No provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party being deemed to have drafted or structured such provisions.

     e. Entire Agreement. This Agreement constitutes the entire contract between the parties hereto and supersedes all prior understandings, if any, there being no other oral or written promises, conditions, representations, understandings, or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either party. Any subsequent conditions, representations, warranties, or agreements shall not be valid and binding upon the parties unless in writing and signed by both parties.

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     f. Recording. The parties agree that this Agreement shall not be recorded in the public records.

     g. Time of Essence. Time is of the essence of this transaction and each and every provision of this Agreement. Any reference herein to time periods of less than five (5) days shall in the computation thereof exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall begin or end on a Saturday, Sunday or legal holiday shall extend to 5:00 PM eastern time of the next full business day. In computing periods of time, the Effective Date of this Agreement shall not be counted.

     h. Original Document. This Agreement shall be executed by both parties in counterparts, each of which shall be deemed an original, but all of such counterparts taken together shall constitute one and the same Agreement. Receipt by a party of a signed facsimile of a counterpart of this Agreement shall be deemed receipt of an original, and no other party shall raise the Statute of Frauds as a defense to such party’s signature delivered by facsimile. Without limiting the effectiveness of any such signed facsimile, the parties agree to exchange original executed counterparts of this Agreement upon request.

     i. Governing Law. This Agreement shall be construed, and the rights and obligations of Seller and Buyer hereunder shall be determined, in accordance with the laws of the State of Alabama.

     j. Non-Merger. In addition to any specific language of non-merger found in certain sections of this Agreement, any provision hereof which by its terms or by reasonable construction and interpretation would be performed after the Closing shall survive the Closing and shall not merge in the Closing or in the deed, except as specifically provided to the contrary herein.

     k. Effect. This Agreement shall not be effective unless and until fully executed by Buyer and Seller. The “Effective Date” shall be the date when the last one of the Buyer and Seller has executed this Agreement.

     20. Internal Revenue Code Section 1031 Exchange. Buyer or Seller may structure the purchase of the Property as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code (an “Exchange”). The parties agree to cooperate reasonably to effect the Exchange; provided, however, that: (a) the non-exchanging party shall not be required to contract for, acquire or take title to any exchange property; (b) the non-exchanging party shall not be required to incur any expense or liability in connection with the Exchange, including, without limitation, any obligation for the payment of any escrow, title, intermediary, exchange, brokerage or attorneys’ fees or other costs incurred with respect to the Exchange or payable directly as a result of the Exchange; (c) no substitution of any qualified intermediary for a party shall release that party from its obligations set forth in the Agreement; (d) the exchanging party shall identify to the non-exchanging party and to the closing agent and the Title Company for the sale and purchase under the Agreement, prior to Closing the identity of the exchangor or qualified intermediary effecting and participating in the Exchange and all information necessary to effect the Exchange; (e) the exchanging party shall be responsible for the preparation of any and all agreements, documents and escrow instructions (collectively, “Exchange Documents”) required for the Exchange, at its sole cost and expense; (f) the

11

exchanging party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and any other considerations relating to the proposed Exchange, the Exchange Documents and the transactions contemplated thereby; and (g) the non-exchanging party shall in no event be responsible for, or be deemed to make any representations as to the tax or other consequences of the exchange transaction arising by reason of its cooperation and performance of the Exchange or its execution of any Exchange Documents.

     21. WAIVER OF JURY TRIAL. BUYER AND SELLER WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EACH PARTY, AND EACH PARTY HEREBY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY, NOR ANY PERSON OR ENTITY ACTING ON BEHALF OF THE OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY ACKNOWLEDGES TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS WAIVER PROVISION.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement.

	GULF SHORES INVESTMENT GROUP, LLC, an Alabama limited liability company
Date: 3/26/07	By:	/s/ J. Daniel Sizemore
		Name:	J. Daniel Sizemore
		Title:	Managing Member
	“SELLER”

/s/ William D. Moody 

William D. Moody — Managing Member 

/s/ Patrick Willingham  

Patrick Willingham — Managing Member 

	VISION BANK, an Alabama banking corporation
Date: 3/26/07	By:	/s/ William E. Blackmon
		Name:	William E. Blackmon
		Title:	Regional President
	“BUYER”

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EXHIBIT A

Legal Description of Property

Lot 1, Gulf Bays Tract, a resubdivision of lots 11 and 12 Block 11 as recorded in Miscellaneous Book 1, Page 256, according to the map or plat thereof recorded on Slide 2177-B, Probate records, Baldwin County, Alabama.

SCHEDULE 1

Seller’s Deliveries

Note: Unless otherwise defined herein, all capitalized terms used in this Schedule 1 shall have the meanings ascribed to them in the Agreement.

a.	A copy of Seller’s title insurance policy covering the Property;
b.	All existing surveys on the Property, including any and all as-built surveys;
c.	Any and all environmental reports and studies for the Property;
d.	Any appraisals of the Property;
e.	Any and all permits, licenses or approvals issued by governmental agencies, affecting the Property or its use and operation, including, but not limited to, certificates of occupancy, occupational permits, or zoning and land use variances;
f.	Any property or structural inspection reports performed on the Property;
g.	Any land use and zoning confirmation letters issued by governmental authorities for the Property;
h.	Any and all service contracts or agreements affecting the Property, maintenance of the Property or Seller’s operation of the Property;
i.	A rent roll of all leases and other tenancies and other occupancies, whether written or oral, affecting all or any portion of the Property (“Lease(s)”), setting forth the names of the tenants (each a “Tenant”), the spaces affected, the rents, the terms (including any options to renew), the security deposits required by the Lease(s), if any, and any special concessions, prepaid rent, options to purchase or rights of first refusal, or exclusive use rights (the “Rent Roll”). The Rent Roll shall be attached to the Agreement as Schedule 1.i. and incorporated therein by reference;
j.	All of the Lease(s), lease files, and copies of correspondence between Seller and the Tenants; and
k.	Access to the Property and to all mechanical, equipment and storage rooms.

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, 2007, 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 7, 2007	/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, 2007, 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 7, 2007	/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, 2007 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, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.

/s/ C. Daniel DeLawder

C. Daniel DeLawder

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

May 7, 2007

*This certification is being furnished as required by Rule 13a – 14(b) under the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates this certification 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, 2007 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, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.

/s/ John W. Kozak

John W. Kozak

Chief Financial Officer

(Principal Financial Officer)

May 7, 2007

*This certification is being furnished as required by Rule 13a – 14(b) under the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates this certification by reference.