Park National Corporation ("Park") is filing this Form 10-Q/A (Amendment No. 2) (this "Form 10-Q/A for June 30, 2011") with respect to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, as originally filed with the Securities and Exchange Commission (the "SEC") on August 15, 2011 (the "Original June 30, 2011 Form 10-Q"), in order to amend Part I – Items 1, 2 and 4, and Part II – Items 1A and 6. This Form 10-Q/A for June 30, 2011 is being filed to amend and restate our unaudited consolidated condensed financial statements as of and for the three and six month periods ended June 30, 2011 included in "Item 1 – Financial Statements" of Part I and related disclosures in "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations" of Part I to make the corrections identified below.

This Form 10-Q/A for June 30, 2011 is being filed to reflect the impact on the consolidated financial information as of and for the three and six month periods ended June 30, 2011 of the restatement of Park's audited consolidated financial statements as of and for the year ended December 31, 2010. This Form 10-Q/A for June 30, 2011 should be read in conjunction with and follows the filing by Park of Form 10-K/A (Amendment No. 2) for the fiscal year ended December 31, 2010, which was filed on February 28, 2012. The restatement of consolidated financial information as of and for the three and six month periods ended June 30, 2011 results in the following corrections:

Impact on Items Reported in Consolidated Condensed Statements of Income (Unaudited):

The provision for loan losses decreased by $11.4 million to $12.5 million, compared to $23.9 million as originally reported for the three months ended June 30, 2011 (the "second quarter"). The provision for loan losses decreased by $10.8 million to $26.6 million, compared to $37.4 million as originally reported for the six months ended June 30, 2011.

Net interest income after provision for loan losses increased by $11.4 million to $57.5 million, compared to $46.1 million as originally reported for the second quarter. Net interest income after provision for loan losses increased by $10.8 million to $112.7 million, compared to $101.9 million as originally reported for the six months ended June 30, 2011.

Other real estate owned ("OREO") devaluations decreased by $1.9 million to $3.4 million, compared to $5.3 million as originally reported for the second quarter. OREO devaluations decreased by $3.8 million to $5.9 million, compared to $9.7 as originally reported for the six months ended June 30, 2011.

Total other income increased by $1.9 million to $15.1 million, compared to $13.2 million as originally reported for the second quarter. Total other income increased by $3.8 million to $30.2 million, compared to $26.4 million as originally reported for the six months ended June 30, 2011.

Income before income taxes increased by $13.3 million to $41.0 million, compared to $27.7 million as originally reported for the second quarter. Income before income taxes increased by $14.5 million to $71.5 million, compared to $57.0 million as originally reported for the six months ended June 30, 2011.

Income taxes increased by $4.6 million to $12.0 million, compared to $7.4 million as originally reported for the second quarter. Income taxes increased by $5.1 million to $20.4 million, compared to $15.3 million as originally reported for the six months ended June 30, 2011.

Net income increased by $8.6 million to $29.0 million, compared to $20.3 million as originally reported for the second quarter. Net income increased by $9.5 million to $51.2 million, compared to $41.7 million as originally reported for the six months ended June 30, 2011.

Net income available to common shareholders increased by $8.6 million to $27.5 million, compared to $18.9 million as originally reported for the second quarter. Net income available to common shareholders increased by $9.4 million to $48.2 million, compared to $38.8 million as originally reported for the six months ended June 30, 2011.

Basic and diluted earnings per share increased by $0.57 to $1.79 per common share, compared to $1.22 per common share as originally reported for the second quarter. Diluted earnings per share increased by $0.61 to $3.13 per share, compared to $2.52 per common share as originally reported for the six months ended June 30, 2011.

Impact on Items Reported in Consolidated Condensed Balance Sheet (Unaudited):

The allowance for loan losses increased by $10.0 million to $120.2 million, compared to $110.2 million as originally reported as of June 30, 2011.

Loans, net of the allowance for loan losses decreased by $10.0 million to $4,590 million, compared to $4,600 million as originally reported as of June 30, 2011.

OREO decreased by $263,000 to $47.7 million, compared to $48.0 million as originally reported as of June 30, 2011.

Other assets increased by $3.6 million to $174.3 million, compared to $170.7 million as originally reported as of June 30, 2011. The only adjustment within other assets was to reflect the deferred tax asset impact of the restatement.

Total assets decreased by $6.7 million to $7,322 million, compared to $7,329 million as originally reported as of June 30, 2011.

Retained earnings decreased by $6.7 million to $425.7 million, compared to $432.3 million as originally reported as of June 30, 2011.

Total stockholders' equity decreased by $6.7 million to $741.1 million, compared to $747.8 million as originally reported as of June 30, 2011.

Total liabilities and stockholders' equity decreased by $6.7 million to $7,322 million, compared to $7,329 million as originally reported as of June 30, 2011.

For a more detailed description of the restatement of the consolidated condensed financial statements, see Note 1A, "Restatement of Financial Statements" in our Notes to Unaudited Consolidated Condensed Financial Statements.

Park has not modified or updated the information in the Original June 30, 2011 Form 10-Q, except as necessary to reflect the effects of the restated consolidated condensed financial statements which took into consideration subsequent additional information about conditions that existed at June 30, 2011. This Form 10-Q/A for June 30, 2011 continues to speak as of the dates described herein, and we have not updated the disclosures contained in the Original June 30, 2011 Form 10-Q to reflect any events that occurred subsequent to such dates except as necessitated by the restatement. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the filing of the Original June 30, 2011 Form 10-Q on August 15, 2011. With respect to management's discussion, within "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, of the projected results for the fiscal year ending December 31, 2011, we have removed the portion of the discussion related to items that would no longer be appropriate given the nature of the restatement of the consolidated financial information as of and for the quarterly period ended June 30, 2011 and the impact it had on certain line items in the Consolidated Condensed Statements of Income for the three and six month periods ended June 30, 2011, including the provision for loan losses. Accordingly, this Form 10-Q/A for June 30, 2011 should be read in conjunction with our subsequent filings with the SEC, as information in such filings may update or supersede certain information contained in this Form 10-Q/A for June 30, 2011.

Park has modified "Item 4 – Controls and Procedures" of Part I in order to reflect the reevaluation by Park's management of the effectiveness of the design and operation of Park's disclosure controls and procedures as of June 30, 2011 in connection with the restatement of the consolidated condensed financial statements as described in this Form 10-Q/A for June 30 , 2011.

Park has also modified the risk factor included in "Item 1A – Risk Factors" of Part II to include the restated financial information for Vision Bank where appropriate. The risk factor, including the corrected information, remains applicable as of the filing date of the Original June 30, 2011 Form 10-Q.

Park has updated the Computation of Ratio of Earnings to Fixed Charges and the Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends included as Exhibit 12 to this Form 10-Q/A for June 30, 2011, in order to reflect the corrected consolidated financial information. Additionally, updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 31.1 and 31.2 to this Form 10-Q/A for June 30, 2011, and updated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 32.1 and 32.2 to this Form 10-Q/A for June 30, 2011, which have been reflected in "Item 6 – Exhibits" of Part II. Finally, Park has also included Exhibit 101, which provides certain financial information from Park's Form 10-Q/A for June 30, 2011 formatted in XBRL pursuant to Rule 405 of Regulation S-T.

For the convenience of the reader, this Form 10-Q/A for June 30, 2011 sets forth the disclosures to be included in the Form 10-Q for the quarterly period ended June 30, 2011 in their entirety, although Park is only amending and restating Items 1, 2 and 4 of Part I and Items 1A and 6 of Part II from the Original June 30, 2011 Form 10-Q as these are the only Items affected by the corrected consolidated financial information.

Subsequent Event - Sale of Vision Bank

On November 16, 2011, Park and Vision Bank entered into a Purchase and Assumption Agreement (the "Purchase Agreement") with Home BancShares, Inc. ("Home") and its wholly-owned subsidiary Centennial Bank, an Arkansas state-chartered bank ("Centennial"), to sell substantially all of the operating assets and liabilities associated with Vision to Centennial for a purchase price of $27.9 million.

On February 16, 2012, Park and Vision Bank completed the transaction contemplated by the previously announced Purchase Agreement. In accordance with the Agreement, Vision sold approximately $354 million in performing loans, approximately $520 million of deposits, fixed assets of approximately $12.5 million and other miscellaneous assets and liabilities for a purchase price of $27.9 million.

Immediately following the closing of the transactions contemplated by the Agreement, Vision surrendered its Florida banking charter to the Florida Office of Financial Regulation (the "OFR") and became a non-bank Florida corporation (the "Florida Corporation"). This Florida Corporation merged with and into a wholly-owned, non-bank subsidiary of Park, SE Property Holdings, LLC ("SE LLC"), with SE LLC being the surviving entity. Subsequent to the transactions contemplated by the Purchase Agreement, Vision will be left with approximately $22 million of performing loans and non-performing loans with a fair value of $88 million (both net of any necessary loan loss allowance that may have existed prior to the transactions). Park recognized a pre-tax gain, net of expenses directly related to the sale, of approximately $22 million.