8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       November 1, 2007     

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
50 North Third Street, P.O. Box 3500, Newark, Ohio		43058-3500
(Address of principal executive offices)		(Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

On Thursday, November 1, 2007, J. Daniel Sizemore resigned from the Board of Directors of Park National Corporation (“Park”). Mr. Sizemore also resigned as Chairman of the Board and Chief Executive Officer of Park’s affiliate bank, Vision Bank, effective November 30, 2007. Mr. Sizemore served in the class of Park directors whose terms of office will expire at the annual meeting of shareholders of Park to be held in 2009.

Mr. Sizemore has been a director of Park since March 9, 2007, when Vision Bancshares, Inc. (“Vision”) was merged with and into Park (the “Merger”). At the time of the Merger, Vision operated two bank subsidiaries (both named Vision Bank) which became bank subsidiaries of Park on March 9, 2007. On July 20, 2007, the bank operations of the two Vision Banks were consolidated under a single charter through the merger of the Vision Bank headquartered in Gulf Shores, Alabama with and into the Vision Bank headquartered in Panama City, Florida. Vision Bank operates 18 branch locations in the Gulf Coast communities, in Baldwin County, Alabama and in the Florida panhandle. Vision Bank had total assets of approximately $891 million at September 30, 2007.

Mr. Sizemore resigned from the Board of Directors of Park in order to pursue an opportunity with another bank headquartered in western Alabama. The market in which the bank in western Alabama operates in does not overlap the markets that Vision Bank currently serves. In accordance with the employment agreement, dated September 14, 2006, Mr. Sizemore has voluntarily terminated his employment and as such, there will be no severance payments as part of his resignation. Mr. Sizemore will be entitled to any unpaid base salary, the value of any accrued but unpaid vacation and any unreimbursed business expenses, all as of the date of termination or employment. In addition, he will be entitled to any rights and benefits (if any) provided under plans and programs of Vision Bank (including the salary continuation agreements entered into July 14, 2004 (and amended by first amendments entered into June 26, 2006 and second amendments entered into June 1, 2007) with Vision Bank), determined in accordance with the applicable terms and provisions of such plans and programs.

Please see Exhibit 17 filed with this Current Report on Form 8-K for the letter from Mr. Sizemore confirming that he agrees with the statements made in this Current Report on Form 8-K describing the circumstances surrounding his resignation from the Board of Directors of Park and as Chairman and Chief Executive Officer of Vision Bank.

Item 9.01 — Financial Statements and Exhibits.

     (a)  Not applicable

     (b)  Not applicable

     (c)  Not applicable

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

Exhibit No.	Description
17	Letter from J. Daniel Sizemore regarding resignation from the Board of Directors of Park National Corporation and as Chairman of the Board and Chief Executive Officer of Vision Bank.
99.1	News Release issued by Park National Corporation on November 1, 2007.

2

SIGNATURE

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

	PARK NATIONAL CORPORATION
Dated: November 1, 2007	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated November 1, 2007

Park National Corporation

Exhibit No.	Description
17	Letter from J. Daniel Sizemore regarding resignation from the Board of Directors of Park National Corporation and as Chairman of the Board and Chief Executive Officer of Vision Bank.
99.1	News Release issued by Park National Corporation on November 1, 2007.

4

EX-17

Exhibit 17

November 1, 2007

Mr. C. Daniel DeLawder
Chairman of the Board
Park National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43058-3500

Dear Dan:

I have reviewed the description in Item 5.02 of Park National Corporation’s Form 8-K dated November 1, 2007, concerning the circumstances surrounding my resignation from the Board of Directors of Park National Corporation and my resignation as Chairman of the Board and Chief Executive Officer of Vision Bank.

I agree with the explanation given for my resignation. I am also confirming that I did not resign because of any disagreement with Park National Corporation or Vision Bank on any matter relating to their respective operations, policies or practices.

Sincerely,

/s/ J. Daniel Sizemore

J. Daniel Sizemore

EX-99.1

Exhibit 99.1

N e w s   R e l e a s e

November 1, 2007

Park National Corporation reports Sizemore resignation
from Park board, Vision Bank helm

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) announced today the resignation of J. Daniel (Danny) Sizemore from its board of directors. Sizemore also resigned his position as chairman and chief executive officer of Vision Bank, a Florida-based Park affiliate that joined the corporation March 9, 2007.

Sizemore played a lead role in establishing Vision Bank in 2000 and is resigning his current leadership positions to pursue an opportunity with another bank headquartered in western Alabama. The market in which the Alabama bank operates does not overlap nor compete with any Vision Bank markets.

“We’ll miss Danny (Sizemore) as a part of our leadership. We valued his contribution as we welcomed the Vision organization and its customers into Park,” said Park Chairman and Chief Executive Officer C. Daniel DeLawder.

Pursuant to his employment agreement, dated September 14, 2006, Sizemore has voluntarily terminated his employment and as such, there will be no severance payments as part of his resignation. A letter from Sizemore to the Park board confirms that he did not resign because of any disagreement with Park or Vision Bank on any matter relating to their respective operations, policies or practices.

Joey Ginn, Vision Bank president, will assume the chief executive officer responsibility. “We have all learned a great deal from Danny. His imprint on our culture is permanent,” he said.

Vision Bank consists of two banking divisions, headquartered in Panama City, Florida and Gulf Shores, Alabama, respectively. They operate 18 banking offices along the Gulf Coast from Baldwin county, Ala. to Port St. Joe, Fla. With approximately 200 associates, it provides full-service community banking and specializes in commercial banking. Vision Bank’s net income from March 9, 2007 through September 30, 2007 was approximately $2.9 million. At September 30, 2007 Vision Bank had approximately $650 million in deposits and $617 million in loans.

Headquartered in Newark, Ohio, Park holds $6.511 billion in assets (based on asset totals as of September 30, 2007). Park and its subsidiaries consist of 14 community banking divisions, 12 of which are based in Ohio, 1 in Alabama and 1 in Florida, and 2 specialty finance companies. Park operates 154 offices through the following organizations: The Park National Bank, The Park National Bank of Southwest Ohio & Northern Kentucky Division, Fairfield National Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank of Mount Vernon, Farmers and Savings Division, United Bank, N.A., Second National Bank, The Security National Bank and Trust Co., Unity National Division, The Citizens National Bank of Urbana, Vision Bank of Panama City, Florida, Vision Bank Division of Gulf Shores, Alabama, Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), and Guardian Financial Services Company.

Media contacts: Bethany White, Communication Specialist, 740.349.3754
John Kozak, Chief Financial Officer, 740.349.3792

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