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) December 19, 2008 (December 16, 2008)

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

TABLE OF CONTENTS

	Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Item 9.01 — Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-3.1
EX-10.1

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

On December 16, 2008, the Compensation Committee of the Board of Directors of Park National Corporation (“Park”) approved the payment of a pool of earned but unpaid incentive compensation in the amount of $764,000. As previously disclosed in Park’s Proxy Statement for the 2008 Annual Meeting of Shareholders in the section captioned “EXECUTIVE COMPENSATION—Nonqualified Deferred Compensation,” at December 31, 2007, Park had an accrued liability for incentive compensation that had been approved by the Compensation Committee but not paid to certain officers of Park and Park’s subsidiaries. This incentive compensation pertains primarily to incentive compensation earned prior to 2002 and the pool relates to approximately 200 officers of Park and its subsidiaries. The amount to be paid to each individual represents the individual’s cumulative proportionate share of the unpaid pool, calculated by the individual’s incentive compensation as a percentage of each year’s incentive compensation pool.

The pool will be paid out in January 2009 in accordance with the terms of the Park National Corporation Bonus Program adopted by the Compensation Committee on December 16, 2008, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1. The payments to be made to each of: (a) C. Daniel DeLawder, Chairman of the Board and Chief Executive Officer of Park; (b) David L. Trautman, President and Secretary of Park; and (c) John W. Kozak, Chief Financial Officer of Park, are as follows:

• C. Daniel DeLawder - $188,195

• David L. Trautman - $35,365

• John W. Kozak - $8,544

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Special Meeting of Shareholders of Park held on December 18, 2008, Park’s shareholders adopted an amendment to Article FOURTH of Park’s Articles of Incorporation to authorize Park to issue up to 200,000 preferred shares, each without par value. Park was not previously authorized to issue preferred shares under its Articles of Incorporation. A copy of the Certificate of Amendment by Shareholders or Members filed by Park with the Secretary of State of Ohio on December 18, 2008 in order to evidence the adoption of the amendment to Article FOURTH of Park’s Articles of Incorporation is filed with this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01 – Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits. The documents listed below are filed with this Current Report on Form 8-K as exhibits:

Exhibit No.	Description
3.1	Certificate of Amendment by Shareholders or Members filed with the Secretary of State of the State of Ohio on December 18, 2008 in order to evidence the adoption by Park’s shareholders on December 18, 2008 of an amendment to Article FOURTH of Park’s Articles of Incorporation to authorize Park to issue up to 200,000 preferred shares, without par value
10.1	Park National Corporation Bonus Program (Adopted on December 16, 2008)

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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: December 19, 2008	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Certificate of Amendment by Shareholders or Members filed with the Secretary of State of the State of Ohio on December 18, 2008 in order to evidence the adoption by Park’s shareholders on December 18, 2008 of an amendment to Article FOURTH of Park’s Articles of Incorporation to authorize Park to issue up to 200,000 preferred shares, without par value
10.1	Park National Corporation Bonus Program (Adopted on December 16, 2008)

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EX-3.1

Exhibit 3.1

Prescribed by: The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Reset Form Expedite this Form: (Select One) Mail Form to one of the Following: PO Box 1390 Yes Columbus, OH 43216 *** Requires an additional fee of $100 *** PO Box 1028 No Columbus, OH 43216 www.sos.state.oh.us e-mail: busserv@sos.state.oh.us Certificate of Amendment by Shareholders or Members (Domestic) Filing Fee $50.00 (CHECK ONLY ONE (1) BOX) (1) Domestic for Profit PLEASE READ INSTRUCTIONS (2) Domestic Nonprofit Amended 4 Amendment Amended Amendment (122-AMAP) (125-AMDS) (126-AMAN) (128-AMD) Complete the general information in this section for the box checked above. Name of Corporation Park National Corporation Charter Number 815582 Name of Officer C. Daniel DeLawder Title Chairman of the Board and Chief Executive Officer 4 Please check if additional provisions attached. The above named Ohio corporation, does hereby certify that: 4 A meeting of the 4 shareholders directors ( nonprofit amended articles only) members was duly called and held on December 18, 2008 (Date) at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 78.54 % as the voting power of the corporation. In a writing signed by all of the shareholders directors (non-profit amended articles only) members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit. Clause applies if amended box is checked. Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto. 541 Page 1 of 2 Last Revised: May 2002

All of the following information must be completed if an amended box is checked. If an amendment box is checked, complete the areas that apply. FIRST: The name of the corporation is: SECOND: The place in the State of Ohio where its principal office is located is in the City of: (city, village or township) (county) THIRD: The purposes of the corporation are as follows: FOURTH: The number of shares which the corporation is authorized to have outstanding is: 20,200,000 (Does not apply to box (2)) See attached REQUIRED Must be authenticated /s/ C. Daniel DeLawder December 18, 2008 (signed) by an authorized Authorized Representative Date representative (See Instructions) C. Daniel DeLawder (Print Name) Authorized Representative Date (Print Name) 541 Page 2 of 2 Last Revised: May 2002

ADDITIONAL PROVISIONS TO THE
CERTIFICATE OF AMENDMENT BY SHAREHOLDERS
OF PARK NATIONAL CORPORATION

     Article FOURTH shall be amended and restated in its entirety as follows:

     FOURTH: The authorized number of shares of the Corporation shall be Twenty Million Two Hundred Thousand (20,200,000), consisting of Twenty Million (20,000,000) common shares, each without par value (the “common shares”), and Two Hundred Thousand (200,000) preferred shares, each without par value (the “preferred shares”).

     The directors of the Corporation are hereby authorized to provide for the issuance of, and to issue, one or more series of preferred shares and, in connection with the creation of any such series, to adopt an amendment or amendments to the Articles of the Corporation determining, in whole or in part, the express terms of any such series to the fullest extent now or hereafter permitted under Ohio law, including, but not limited to, determining: the division of such shares into series and the designation and authorized number of shares of each series; dividend or distribution rights; dividend rate; liquidation rights, preferences and price; redemption rights and price; sinking fund requirements; voting rights; pre-emptive rights; conversion rights; restrictions on the issuance of shares; and other relative, participating, optional or other special rights and privileges of each such series and the qualifications, limitations or restrictions thereof. Notwithstanding the foregoing, in no event shall the voting rights of any series of preferred shares be greater than the voting rights of the common shares, except to the extent specifically required with respect to any series of preferred shares which may be designated for issuance to the United States Department of the Treasury under the TARP Capital Purchase Program instituted under the Emergency Economic Stabilization Act of 2008. In the event that at any time the directors of the Corporation shall have established and designated one or more series of preferred shares consisting of a number of shares which constitutes less than all of the authorized number of preferred shares, the remaining authorized preferred shares shall be deemed to be shares of an undesignated series of preferred shares until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors. Without limiting the generality of the foregoing, and subject to the rights of any series of preferred shares then outstanding, the amendment providing for issuance of any series of preferred shares may provide that such series shall be superior or rank equally or be junior to the preferred shares of any other series to the extent permitted by Ohio law.

EX-10.1

Exhibit 10.1

PARK NATIONAL CORPORATION
BONUS PROGRAM
(Adopted on December 16, 2008)

     The following is a description of the Park National Corporation Bonus Program (the “Program”) maintained by Park National Corporation (“Park”) for certain officers of Park and its subsidiaries.

1. Participants

     The officers set forth on the attached Exhibit A are “participants” in the Program.

2. Bonus Amounts

     Subject to Section 3, each participant shall be entitled to a lump sum cash payment in the amount listed next to the participant’s name on the attached Exhibit A. No interest or earnings shall accrue with respect to any bonus payable hereunder prior to its payment under the Program.

3. Vesting

     Subject to a participant’s continued employment with Park and its subsidiaries, the participant will become vested in the participant’s bonus payable under the Program on the earlier of (a) attaining age 55 and completing at least five years of service with Park and its subsidiaries and (b) January 1, 2008. Notwithstanding the foregoing, if a participant’s employment is terminated for “cause” (as determined by Park in its sole discretion), the participant shall forfeit his or her right to payment of any bonus hereunder (whether or not such participant’s right to a bonus had previously vested).

4. Payment of Bonus Amounts

     A bonus that has become vested under the Program will be paid in a lump sum to the participant on the earlier of (a) the participants’s termination of employment for any reason other than for cause and (b) the first business day following January 1, 2009. Notwithstanding the foregoing, if a participant is a “specified employee,” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and as determined under Park’s policy for determining specified employees, on the date of the participant’s termination, any bonus that becomes payable upon such termination may not be paid until the first business day of the seventh month following the date of the participant’s termination. For purposes of this Program, the word “termination” or “terminated” in connection with a participant’s employment shall mean the participant’s “separation from service,” within the meaning of Section 409A of Code and Treasury Regulation Section 1.409A-1(h), from Park and any person with whom Park would be considered a single employer under Sections 414(b) and (c) of the Code.

     Any payments made pursuant to this Program shall be in addition to the bonuses, if any, paid or payable to any participant under any other incentive plan or arrangement, including the annual incentive plan, maintained by Park or any of its subsidiaries.

5. Section 409A of the Code

     It is intended that the Program comply with Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Program will be interpreted, administered and operated accordingly. Changes to the time of payment of bonus amounts under the Program have been made in accordance with, and as permitted by, the transition relief provided in IRS Notice 2007-86. Nothing in the Program shall be construed as an entitlement to or guarantee of any particular tax treatment to any participant.

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EXHIBIT A

PARTICIPANT	BONUS AMOUNT
•     C. Daniel DeLawder	$	188,195
•     David L. Trautman	$	35,365
•     John W. Kozak	$	8,544
•     The remaining program participants [whose individual names have not been included as they are not named executive officers of Park National Corporation for purposes of Item 402 of SEC Regulation S-K]	$	531,896