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) April 17, 2012 (April 16, 2012)

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:

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

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

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

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

Item 2.02 – Results of Operations and Financial Condition.

On April 17, 2012, Park National Corporation (“Park”) issued a news release (the “Financial Results News Release”) announcing financial results for the three months ended March 31, 2012. A copy of this Financial Results News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Park’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate Park’s performance. Specifically, management reviews return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share. Management has included in the Financial Results News Release information relating to the return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share for the three month periods ended March 31, 2012 and 2011. For purposes of calculating the return on average tangible common equity, a non-GAAP financial measure, net income available to common shareholders for each period is divided by average tangible common equity during the period. Average tangible common equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the applicable period and (ii) average preferred stock during the applicable period. For the purpose of calculating the return on average tangible assets, a non-GAAP financial measure, net income available to common shareholders for each period is divided by average tangible assets during the period. Average tangible assets equals average assets during the applicable period less average goodwill and other intangible assets during the applicable period. For the purpose of calculating tangible common equity to tangible assets, a non-GAAP financial measure, tangible common equity is divided by tangible assets. Tangible common equity equals stockholders’ equity less preferred stock and goodwill and intangible assets. Tangible assets equals total assets less goodwill and intangible assets. For the purpose of calculating tangible common book value per common share, a non-GAAP financial measure, tangible common equity is divided by common shares outstanding at period end. Management believes that the disclosure of return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share presents additional information to the reader of the consolidated financial statements, which, when read in conjunction with the consolidated financial statements prepared in accordance with GAAP, assists in analyzing Park’s operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and, in the case of return on average common equity and tangible common book value per common share, the impact of preferred stock. In the Financial Results News Release, Park has provided a reconciliation of average tangible common equity to average stockholders’ equity, average tangible assets to average assets, tangible common equity to stockholders’ equity and tangible assets to total assets solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible common equity, return on average tangible assets, tangible common equity to tangible assets and tangible common book value per common share are substitutes for return on average equity, return on average assets, common equity to assets and common book value per common share, respectively, as determined by GAAP.

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Item 7.01 – Regulation FD Disclosure

The following is a discussion of the financial results for the three months ended March 31, 2012 and a comparison of these results to the guidance previously provided within the Annual Report to Shareholders for the fiscal year ended December 31, 2011 (the “2011 Annual Report”).

The table below reflects the results for Park for the first quarter of 2012, compared to the same period in 2011 and an updated projection for the next nine months of 2012.

Park (In thousands)	First Quarter 2012		First Quarter 2011		Projected  Q2 - Q4 2012		2012 Projected
Net Interest Income	$	61,728	$	69,313	$	177,000		$235,000 - $245,000
Provision for Loan Losses		9,000		14,100		18,000		23,000 – 30,000
Fee Income		17,453		15,030		48,000		62,000 – 66,000
Security Gains		-		6,635		-		-
Gain from Sale of Vision		22,167		-		-		22,167
Total Other Expense		47,808		46,346		125,000		170,000 – 175,000
Income Before Taxes	$	44,540	$	30,532	$	82,000		$125,000 - $129,000
Federal Income Taxes		13,065		8,336		21,000		(34,000) – (35,000)
Net Income	$	31,475	$	22,196	$	61,000		$92,000 - $96,000
Net Income Excluding Gains	$	17,066	$	17,883	$	61,000		$78,000 - $82,000

The line item “Net Income Excluding Gains” excludes gains from the sale of securities for the quarter ended March 31, 2011 and excludes the gain from the sale of Vision for the first quarter of 2012.

Net Interest Income

Net interest income for the first quarter of 2012 was $61.7 million compared to $69.3 million for the same period in 2011. Park’s net interest margin was 3.97% for the first three months of 2012 compared to 4.21% for the same period in 2011. The reduction in net interest income was expected based on the sale of Vision Bank, which closed on February 16, 2012.

On page 38 of the 2011 Annual Report, management stated that average interest earning assets were expected to be approximately $6.2 billion for 2012, which is consistent with management’s latest projection. Also, on page 38 of the 2011 Annual Report, management stated that net interest income for 2012 was expected to be within the range of $240 million to $250 million and that the net interest margin for 2012 would be between 3.88% and 3.98%. Management’s latest projection anticipates a modest decline in the expected range of net interest income, now between $235 million and $245 million. In addition, the latest projection anticipates that the net interest margin will be within a range of 3.80% to 3.90%, again, a modest decline from the previous guidance in the 2011 Annual Report.

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Provision for Loan Losses

Provision for loan losses for the first three months of 2012 was $9 million compared to $14.1 million for the same period in 2011. The provision was split between The Park National Bank (“PNB”), Guardian Financial Services Company (“GFC”), and SE Property Holdings, LLC (“SE LLC”). During the first quarter of 2012, a significant portion of the non-performing impaired loans at SE LLC were re-appraised, resulting in some reductions in collateral value and a corresponding loan loss provision of $4.1 million recognized at SE LLC.

SE LLC, as a non-bank subsidiary, is not permitted to carry an allowance for loan loss, but instead must record loans on its balance sheet at fair value. Given this requirement, both the performing and nonperforming retained loan portfolios have been charged down to their fair value, as noted in the table below:

SE LLC - Retained Vision Bank Loan Portfolio
Charge-offs as a percentage of unpaid principal balance
March 31, 2012
(In thousands)	Unpaid Principal Balance		Charge-Offs		Net Book Balance		Charge-off Percentage
Nonperforming loans - retained by SE LLC	$	160,858	$	78,532	$	82,326		49	%
Performing loans - retained by SE LLC		17,348		1,225		16,123		7	%
Total SE LLC loan exposure	$	178,206	$	79,757	$	98,449		45	%

As part of the transaction between Vision Bank and Centennial Bank (“Centennial”) and its parent Home BancShares, Inc. (“Home”), Park agreed to allow Centennial to “put back” up to $7.5 million aggregate principal amount of loans, which were originally included within the loans sold in the transaction. The loan put option expires 180 days after the closing of the transaction, which was February 16, 2012. While it remains uncertain the total principal amount of loans which may be put back by Centennial and the potential loss exposure that may be recognized in connection with any loans repurchased, Park recorded a loan loss provision of $662,000 in respect of the Centennial put option during the first quarter of 2012.

On page 41 of the 2011 Annual Report, management stated that the loan loss provision for 2012 was expected to be within the range of $20 million to $27 million. While management expects that each of the next three quarters in 2012 will have a loan loss provision less than the first quarter, the projected range for the twelve months ended December 31, 2012 has been increased. Management now expects the loan loss provision to be within the range of $23 million to $30 million for 2012.

Fee Income

Fee income was $17.5 million for the first quarter of 2012 compared to $15.0 million for the same period in 2011. The increase from the prior year can be attributed to a decline in other real estate (“OREO”) devaluations, increases in other service income (non-yield loan fees), and increases in checkcard fee income (debit/credit card interchange income). OREO devaluations declined by $1.2 million to $1.4 million for the first quarter of 2012 compared to $2.6 million for the same period in 2011. Other service income was $0.4 million higher in the first quarter of 2012 compared to the same period in 2011. Mortgage origination volume was strong in the first quarter of 2012 and as of March 31, 2012, the mortgage loan pipeline continued to be strong.

On page 40 of the 2011 Annual Report, management stated that fee income was anticipated to be within the range of $62 million to $66 million, excluding any gains resulting from the sale of Vision Bank. Management’s latest projections of fee income for 2012 are unchanged from those in the 2011 Annual Report.

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Gain from the Sale of Vision Bank

On February 16, 2012, the purchase and assumption transaction between Park and Vision Bank and Home and Centennial was completed. Centennial purchased certain assets and assumed certain liabilities of Vision Bank for a purchase price of $27.9 million. Centennial purchased performing loans with an unpaid principal balance of approximately $354 million, assumed ownership or operation of all 17 Vision Bank office locations, and assumed deposit liabilities of approximately $520 million. Certain other miscellaneous assets and liabilities were also purchased by Centennial. The remaining assets and liabilities were retained by Vision Bank, which Park subsequently merged with and into a non-bank subsidiary of Park, SE LLC.

As a result of the transaction, Park recorded a pre-tax gain of $22.2 million, net of expenses directly related to the transaction. The transaction also resulted in a decline in total assets during the first quarter of 2012.

Other Expense

Operating expenses were $47.8 million for the three months ended March 31, 2012 compared to $46.3 million for the same period in 2011, an increase of $1.5 million. Professional fees have increased by $0.7 million and amortization of core deposit intangibles increased by $1.1 million. The professional fees increase consists of higher legal expenses, mostly at SE LLC, resulting from Park’s efforts to resolve non-performing loans and OREO. The increase in amortization expense in the first quarter was the result of the sale of Vision.

On page 40 of the 2011 Annual Report, management stated that total other expense was expected to be within the range of $170 to $175 million for 2012. Management’s most recent projection of total other expense remains unchanged from those in the 2011 Annual Report.

Income Taxes

Federal income taxes were $13.1 million for the first quarter of 2012 compared to $8.3 million for the first quarter of 2011. The effective federal income tax rate for the first quarter of 2012 was 29.3% compared to 27.3% for the same period in 2011. The difference between the statutory federal income tax rate of 35% and Park’s effective tax rate is the permanent tax differences, primarily consisting of low income housing tax credits, bank owned life insurance income, and dividends paid on shares held within Park’s salary deferral plan. Park expects permanent differences for 2012 to be approximately $10 million.

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The table below reflects the net income by segment for the first quarter of 2012 and each of the prior three fiscal years ended December 31, 2011, 2010, and 2009.

(In thousands)	First Quarter 2012		2011			2010			2009
PNB	$	21,561	$	106,851		$	102,948		$	101,458
GFC		806		2,721			2,006			1,752
Park Parent Company		49		(1,595	)		(1,439	)		1,092
Total of ongoing operations	$	22,416	$	107,977		$	103,515		$	104,302
Vision Bank		-		(22,526	)		(45,414	)		(30,110	)
SE LLC		9,059		(3,311	)		-			-
Total Park	$	31,475	$	82,140		$	58,101		$	74,192

The gain in the first quarter of 2012 resulting from the sale of Vision Bank, of $22.2 million ($14.4 million after-tax), is included within the results for SE LLC, which is a wholly-owned non-bank subsidiary of Park. PNB recognized pre-tax gains from the sale of investment securities in 2009, 2010 and 2011 in the amounts of $7.3 million, $11.9 million and $23.6 million, respectively. The after-tax impact in 2009, 2010 and 2011 resulted in an increase to net income of $4.8 million, $7.7 million and $15.4 million, respectively.

The “Park Parent Company” above excludes the results for SE LLC. Management considers the “Ongoing operations” sub-total to be the business on a going forward basis once the problem assets at SE LLC are resolved and wound down. The first quarter results for the total ongoing operations from the above table would equate to approximately $90 million on an annualized basis.

The table below reflects the results for PNB for the first quarter of 2012, compared to the same period in 2011 and an updated projection for the next nine months of 2012.

PNB (In thousands)	First Quarter 2012			First Quarter 2011			Projected  Q2 - Q4 2012			2012 Projected
Net Interest Income	$	55,846		$	60,236		$	169,000			$224,000 - $227,000
Provision for Loan Losses		4,672			4,975			12,000			16,000 - 20,000
Fee Income		16,661			16,262			49,000			65,000 - 68,000
Security Gains		-			6,635			-			-
Total Other Expense		38,056			36,321			112,000			148,000 - 151,000
Income Before Taxes	$	29,779		$	41,837		$	94,000			$123,000 - $126,000
Federal Income Taxes		(8,218	)		(12,808	)		(26,800	)		(35,000	)
Net Income	$	21,561		$	29,029		$	67,200			$88,000 - $91,000
Net Income Excluding Security Gains	$	21,561		$	24,717		$	67,200			$88,000 - $91,000

The results for PNB continue to be excellent. Management previously projected 2012 results for PNB within a Current Report on Form 8-K dated January 23, 2012 (the “January 23, 2012 8-K”). In the January 23, 2012 8-K, management projected net interest income for PNB of approximately $231 million for 2012. Due to the continued low interest rate environment, management has lowered the expectations for PNB’s net interest income for the remainder of 2012, resulting in a new range of $224 million to $227 million. With the exception of net interest income, management’s latest projections for PNB are consistent with the projections in the January 23, 2012 8-K.

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The table below reflects the results of GFC for the first quarter of 2012, compared to the same period in 2011 and an updated projection for the next nine months of 2012.

GFC (In thousands)	First Quarter 2012			First Quarter 2011			Projected  Q2 - Q4 2012			2012 Projected
Net Interest Income	$	2,211		$	2,025		$	6,700		$	8,900
Provision for Loan Losses		250			525			900			1,150
Operating Expenses		721			577			2,000			2,700
Income Before Taxes		1,240			923			3,800			5,050
Federal Income Taxes		(434	)		(323	)		(1,330	)		(1,770	)
Net Income	$	806		$	600		$	2,470		$	3,280

In the January 23, 2012 8-K, management stated that GFC was expected to make net income of $2.9 million in 2012. Management’s latest projection reflects that GFC should make approximately $3.3 million. This improvement is the result of an anticipated lower provision for loan losses based on credit analysis performed by GFC’s management.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this Current Report on Form 8-K or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than assumed and cash flows may be worse than expected; Park's ability to sell OREO properties at prices as favorable as anticipated; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically the real estate market and the credit market, either nationally or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial services organizations increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act’s provisions; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; 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 Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 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.

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Item 8.01 – Other Events

Declaration of Cash Dividend

As reported in the Financial Results News Release, on April 16, 2012, the Park Board of Directors declared a $0.94 per share quarterly cash dividend in respect of Park’s common shares. The dividend is payable on June 8, 2012 to common shareholders of record as of the close of business on May 23, 2012. A copy of the Financial Results News Release is included as Exhibit 99.1 and the portion thereof addressing the declaration of the cash dividend by Park’s Board of Directors is incorporated by reference herein.

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Item 9.01 – Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 17, 2012 addressing operating results for the three months ended March 31, 2012.

[Remainder of page intentionally left blank;

signature on following page.]

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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: April 17, 2012	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 17, 2012

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 17, 2012 addressing operating results for the three months ended March 31, 2012.

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EX-99.1

April 17, 2012 Exhibit 99.1

Park National Corporation Reports First Quarter 2012

Financial Results and Continues $0.94 Quarterly Dividend

NEWARK, Ohio – Park National Corporation (Park) (NYSE Amex: PRK) today reported financial results for the three months ended March 31, 2012 (first quarter). Also, Park's Board of Directors approved a $0.94 per common share quarterly cash dividend, payable on June 8, 2012 to common shareholders of record as of May 23, 2012.

Net income for the first quarter of 2012 was $31.5 million, a 41.8 percent increase from the $22.2 million in net income for the same period in 2011. Net income per diluted common share was $1.95, a 44.4 percent increase from the $1.35 net income per diluted common share reported in the first quarter of 2011.

Net income for the period ended March 31, 2012 included a pre-tax gain of $22.2 million from the sale of substantially all of the performing loans, operating assets and the liabilities of Vision Bank, which closed on February 16, 2012. Net income for the period ended March 31, 2011 included a pre-tax gain of $6.6 million from the sale of investment securities.

“We were pleased to complete the sale of Vision Bank assets during the first quarter of 2012. The continued success of our community banks and specialty finance companies in Ohio will be far more apparent without the negative impact we have endured over the past few years,” said Park Chairman C. Daniel DeLawder. “We look forward to having more flexibility to take advantage of opportunities that may come our way as 2012 unfolds.”

Park Completes Sale of Vision Bank

On February 16, 2012, Park completed the purchase and assumption transaction between Park, Home BancShares, Inc. (Home) (NASDAQ: HOMB) and their respective subsidiary banks. Home subsidiary Centennial Bank purchased certain assets and liabilities of Vision Bank for a purchase price of $27.9 million. Centennial purchased performing loans with an unpaid principal balance of approximately $354 million, assumed ownership or operation of all 17 Vision Bank office locations, and assumed deposit liabilities of approximately $520 million. Certain other miscellaneous assets and liabilities were also purchased by Centennial. The remaining assets and liabilities were retained by Vision, which Park subsequently merged with and into a non-bank subsidiary of Park, SE Property Holdings, LLC.

As a result of the transaction, Park recorded a pre-tax gain of $22.2 million (after anticipated expenses directly related to the transaction). The transaction also decreased Park’s total assets during the first quarter of 2012. As of March 31, 2012, Park had total assets of $6.8 billion, compared to $7.0 billion at December 31, 2011 and $7.3 billion at March 31, 2011.

Park National Bank Results

Park’s community-banking subsidiary in Ohio, The Park National Bank, reported net income of $21.6 million for the first quarter of 2012, compared to net income of $29.0 million ($24.7 million, excluding the gain on sale of securities) for the same period in 2011. The Park National Bank had total assets of $6.6 billion at March 31, 2012, compared to $6.5 billion at March 31, 2011. This performance resulted in return on assets of 1.32 percent and 1.82 percent (1.53 percent, excluding the gain on sale of securities) for The Park National Bank in the first quarter of 2012 and 2011, respectively.

Headquartered in Newark, Ohio, Park National Corporation has $6.8 billion in total assets (as of March 31, 2012). Park consists of 11 community bank divisions, a non-bank subsidiary and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division, The Park National Bank of Southwest Ohio & Northern Kentucky Division and Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance). Park also includes Guardian Financial Services Company (d.b.a. Guardian Finance Company) and SE Property Holdings, LLC.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com

Complete financial tables are listed below…

PARK NATIONAL CORPORATION

Financial Highlights

Three months ended March 31, 2012, December 31, 2011, and March 31, 2011

	2012			2011			2011			Percent change vs.
(in thousands, except share and per share data)	1st QTR			4th QTR			1st QTR			4Q '11			1Q '11
INCOME STATEMENT:
Net interest income	$	61,728		$	66,279		$	69,313			-6.9	%		-10.9	%
Provision for loan losses		9,000			20,218			14,100			-55.5	%		-36.2	%
Gain on sale of Vision Bank		22,167			-			-			N.M.			N.M.
Other income		17,453			17,885			15,030			-2.4	%		16.1	%
Gain on sale of securities		-			3,367			6,635			-100.0	%		N.M.
Total other expense		47,808			49,365			46,346			-3.2	%		3.2	%
Income before income taxes	$	44,540		$	17,948		$	30,532			148.2	%		45.9	%
Federal income taxes		13,065			1,251			8,336			944.4	%		56.7	%
State income taxes		-			6,088			-			N.M.			N.M.
Net income	$	31,475		$	10,609		$	22,196			196.7	%		41.8	%
Preferred stock dividends and accretion		1,477			1,464			1,464			0.9	%		0.9	%
Net income available to common shareholders	$	29,998		$	9,145		$	20,732			228.0	%		44.7	%
MARKET DATA:
Earnings per common share - basic (b)	$	1.95		$	0.59		$	1.35			230.5	%		44.4	%
Earnings per common share - diluted (b)		1.95			0.59			1.35			230.5	%		44.4	%
Cash dividends per common share		0.94			0.94			0.94			0.0	%		0.0	%
Common book value per common share at period end		42.71			41.82			41.07			2.1	%		4.0	%
Stock price per common share at period end		69.17			65.06			66.82			6.3	%		3.5	%
Market capitalization at period end		1,065,626			1,002,309			1,028,956			6.3	%		3.6	%
Weighted average common shares - basic (a)		15,405,910			15,403,861			15,398,930			0.0	%		0.0	%
Weighted average common shares - diluted (a)		15,417,745			15,403,861			15,403,420			0.1	%		0.1	%
Common shares outstanding at period end		15,405,905			15,405,912			15,398,923			0.0	%		0.0	%
PERFORMANCE RATIOS: (annualized)
Return on average assets (a)(b)		1.75	%		0.51	%		1.16	%		243.1	%		50.9	%
Return on average common equity (a)(b)		18.50	%		5.53	%		13.25	%		234.5	%		39.6	%
Yield on loans		5.52	%		5.59	%		5.63	%		-1.3	%		-2.0	%
Yield on investments		3.34	%		3.53	%		4.01	%		-5.4	%		-16.7	%
Yield on money markets		0.25	%		0.25	%		0.10	%		0.0	%		150.0	%
Yield on earning assets		4.81	%		4.93	%		5.14	%		-2.4	%		-6.4	%
Cost of interest bearing deposits		0.56	%		0.60	%		0.74	%		-6.7	%		-24.3	%
Cost of borrowings		2.73	%		2.68	%		2.50	%		1.9	%		9.2	%
Cost of paying liabilities		1.05	%		1.07	%		1.14	%		-1.9	%		-7.9	%
Net interest margin		3.97	%		4.08	%		4.21	%		-2.7	%		-5.7	%
Efficiency ratio (g)		60.05	%		58.34	%		54.61	%		2.9	%		10.0	%
OTHER RATIOS (NON GAAP):
Annualized return on average tangible assets (a)(b)(e)		1.77	%		0.52	%		1.17	%		240.4	%		51.3	%
Annualized return on average tangible common equity (a)(b)(c)		20.85	%		6.25	%		15.11	%		233.6	%		38.0	%
Tangible common book value per common share (d)	$	37.97		$	36.96		$	36.02			2.7	%		5.4	%

PARK NATIONAL CORPORATION

Financial Highlights (continued)

Three months ended March 31, 2012, December 31, 2011, and March 31, 2011

										Percent change vs.
BALANCE SHEET:	March 31, 2012			December 31, 2011			March 31, 2011			4Q '11			1Q '11
Investment securities	$	1,857,335		$	1,708,473		$	2,045,656			8.7	%		-9.2	%
Loans		4,324,383			4,317,099			4,750,975			0.2	%		-9.0	%
Allowance for loan losses		59,758			68,444			148,530			-12.7	%		-59.8	%
Goodwill and other intangibles		73,088			74,843			77,708			-2.3	%		-5.9	%
Other real estate owned		41,965			42,272			45,268			-0.7	%		-7.3	%
Assets HFS		-			382,462			-			N.M.			N.M.
Total assets		6,776,851			6,972,245			7,323,105			-2.8	%		-7.5	%
Total deposits		4,817,388			4,465,114			5,314,678			7.9	%		-9.4	%
Borrowings		1,133,738			1,162,026			1,178,678			-2.4	%		-3.8	%
Liabilities HFS		-			536,186			-			N.M.			N.M.
Stockholders' equity		756,429			742,364			729,940			1.9	%		3.6	%
Common equity		658,057			644,218			632,436			2.1	%		4.1	%
Tangible common equity (d)		584,969			569,375			554,728			2.7	%		5.5	%
Nonperforming loans		217,663			224,575			279,079			-3.1	%		-22.0	%
Nonperforming assets		259,628			266,847			324,347			-2.7	%		-20.0	%
Past due 90 day loans and still accruing		2,281			3,489			2,228			-34.6	%		2.4	%
ASSET QUALITY RATIOS:
Loans as a % of period end assets		63.81	%		61.92	%		64.88	%		3.1	%		-1.6	%
Nonperforming loans as a % of period end loans		5.03	%		5.20	%		5.87	%		-3.3	%		-14.3	%
Past due 90 day loans as a % of period end loans		0.05	%		0.08	%		0.05	%		-37.5	%		0.0	%
Nonperforming assets / Period end loans + OREO		5.95	%		6.12	%		6.76	%		-2.8	%		-12.0	%
Allowance for loan losses as a % of period end loans		1.38	%		1.58	%		3.13	%		-12.7	%		-55.9	%
Net loan charge-offs	$	17,024		$	45,764		$	9,146			-62.8	%		86.1	%
Annualized net loan charge-offs as a % of average loans (a)		1.53	%		3.88	%		0.78	%		-60.6	%		96.2	%
CAPITAL & LIQUIDITY:
Total equity / Period end assets		11.16	%		10.65	%		9.97	%		4.8	%		11.9	%
Common equity / Period end assets		9.71	%		9.24	%		8.64	%		5.1	%		12.4	%
Tangible common equity (d) / Tangible assets (f)		8.73	%		8.25	%		7.66	%		5.8	%		14.0	%
Average equity / Average assets (a)		10.88	%		10.63	%		10.08	%		2.4	%		7.9	%
Average equity / Average loans (a)		16.73	%		16.13	%		15.43	%		3.7	%		8.4	%
Average loans / Average deposits (a)		90.82	%		91.96	%		91.19	%		-1.2	%		-0.4	%
N.M. - Not meaningful

PARK NATIONAL CORPORATION

Financial Highlights (continued)

a) Averages are for the quarters ended March 31, 2012, December 31, 2011, and March 31, 2011.

(b) Reported measure uses net income available to common shareholders.

(c) Net income available to common shareholders for each period divided by average tangible common equity during the period. Average tangible common equity equals average stockholders' equity during the applicable period less (i) average preferred stock during the applicable period and (ii) average goodwill and other intangibles during the applicable period.

RECONCILIATION OF AVERAGE STOCKHOLDERS' EQUITY TO AVERAGE TANGIBLE COMMON EQUITY: 

	THREE MONTHS ENDED
	March 31, 2012		December 31, 2011		March 31, 2011
AVERAGE STOCKHOLDERS' EQUITY	$	750,505	$	754,168	$	731,789
Less:  Average preferred stock		98,242		98,023		97,380
Average goodwill and other intangibles		73,619		76,041		78,067
AVERAGE TANGIBLE COMMON EQUITY	$	578,644	$	580,104	$	556,342

(d) Tangible common equity equals ending stockholders' equity less preferred stock and goodwill and other intangibles, in each case at the end of the period.

RECONCILIATION OF STOCKHOLDERS' EQUITY TO TANGIBLE COMMON EQUITY: 

	March 31, 2012		December 31, 2011		March 31, 2011
STOCKHOLDERS' EQUITY	$	756,429	$	742,364	$	729,940
Less: Preferred stock		98,372		98,146		97,504
Goodwill and other intangibles		73,088		74,843		77,708
TANGIBLE COMMON EQUITY	$	584,969	$	569,375	$	554,728

(e) Net income available to common shareholders for each period divided by average tangible assets during the period. Average tangible assets equals average assets less average goodwill and other intangibles.

RECONCILIATION OF AVERAGE ASSETS TO AVERAGE TANGIBLE ASSETS: 

	THREE MONTHS ENDED
	March 31, 2012		December 31, 2011		March 31, 2011
AVERAGE ASSETS	$	6,896,548	$	7,092,437	$	7,258,420
Less:  Average goodwill and other intangibles		73,619		76,041		78,067
AVERAGE TANGIBLE ASSETS	$	6,822,929	$	7,016,396	$	7,180,353

(f) Tangible common equity divided by tangible assets. Tangible assets equals total assets less goodwill and other intangibles.

RECONCILIATION OF TOTAL ASSETS TO TANGIBLE ASSETS: 

	March 31, 2012		December 31, 2011		March 31, 2011
TOTAL ASSETS	$	6,776,851	$	6,972,245	$	7,323,105
Less: Goodwill and other intangibles		73,088		74,843		77,708
TANGIBLE ASSETS	$	6,703,763	$	6,897,402	$	7,245,397

PARK NATIONAL CORPORATION

Financial Highlights (continued)

(g) Efficiency ratio is calculated by taking total other expense divided by the sum of fully taxable equivalent net interest income and other income. Fully taxable equivalent net interest income reconciliation is shown below assuming a 35% tax rate. Additionally, net interest margin is calculated on a fully taxable equivalent basis.

RECONCILIATION OF FULLY TAXABLE EQUIVALENT NET INTEREST INCOME TO NET INTEREST INCOME 

	THREE MONTHS ENDED
	March 31, 2012		December 31, 2011		March 31, 2011
Interest income	$	74,838	$	80,231	$	84,662
Fully taxable equivalent adjustment		427		456		518
Fully taxable equivalent interest income	$	75,265	$	80,687	$	85,180
Interest expense		13,110		13,952		15,349
Fully taxable equivalent net interest income	$	62,155	$	66,735	$	69,831

PARK NATIONAL CORPORATION

Consolidated Statements of Income

	Three Months Ended
	March 31,
(in thousands, except share and per share data)	2012		2011
Interest income:
Interest and fees on loans	$	61,105	$	65,454
Interest on:
Obligations of U.S. Government, its agencies and other securities		13,584		19,053
Obligations of states and political subdivisions		46		149
Other interest income		103		6
Total interest income		74,838		84,662
Interest expense:
Interest on deposits:
Demand and savings deposits		754		991
Time deposits		4,639		6,734
Interest on borrowings		7,717		7,624
Total interest expense		13,110		15,349
Net interest income		61,728		69,313
Provision for loan losses		9,000		14,100
Net interest income after provision for loan losses		52,728		55,213
Gain on sale of Vision Bank		22,167
Other income		17,453		15,030
Gain on sale of securities		-		6,635
Other expense:
Salaries and employee benefits		24,823		25,064
Occupancy expense		2,670		3,000
Furniture and equipment expense		2,621		2,657
Other expense		17,694		15,625
Total other expense		47,808		46,346
Income before income taxes		44,540		30,532
Income taxes		13,065		8,336
Net income	$	31,475	$	22,196
Preferred stock dividends and accretion		1,477		1,464
Net income available to common shareholders	$	29,998	$	20,732
Per Common Share:
Net income  - basic	$	1.95	$	1.35
Net income  - diluted	$	1.95	$	1.35
Weighted average shares - basic		15,405,910		15,398,930
Weighted average shares - diluted		15,417,745		15,403,420

PARK NATIONAL CORPORATION

Consolidated Balance Sheets

(in thousands, except share data)	March 31, 2012			December 31, 2011
Assets
Cash and due from banks	$	121,730		$	137,770
Money market instruments		39,400			19,716
Investment securities		1,857,335			1,708,473
Loans		4,324,383			4,317,099
Allowance for loan losses		59,758			68,444
Loans, net		4,264,625			4,248,655
Bank premises and equipment, net		52,157			53,741
Goodwill and other intangibles		73,088			74,843
Other real estate owned		41,965			42,272
Other assets		326,551			304,313
Assets held for sale		0			382,462
Total assets	$	6,776,851		$	6,972,245
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,055,745		$	995,733
Interest bearing		3,761,643			3,469,381
Total deposits		4,817,388			4,465,114
Borrowings		1,133,738			1,162,026
Other liabilities		69,296			66,555
Liabilities held for sale		0			536,186
Total liabilities	$	6,020,422		$	6,229,881
Stockholders' Equity:
Preferred Stock (200,000 shares authorized in 2011 and 2010; 100,000 shares issued in 2011 and 2010)	$	98,372		$	98,146
Common stock (No par value; 20,000,000 shares authorized in 2011 and 2010;  16,151,014 shares issued at March 31, 2012, and 16,151,021 at December 31, 2011)		301,201			301,202
Common stock warrants		4,297			4,297
Accumulated other comprehensive loss, net of taxes		(10,508	)		(8,831	)
Retained earnings		440,074			424,557
Treasury stock (745,109 shares at March 31, 2012, and 745,109 shares at December 31, 2011)		(77,007	)		(77,007	)
Total stockholders' equity	$	756,429		$	742,364
Total liabilities and stockholders' equity	$	6,776,851		$	6,972,245

PARK NATIONAL CORPORATION

Consolidated Average Balance Sheets

	Three Months Ended
	March 31,
(in thousands)	2012			2011
Assets
Cash and due from banks	$	136,480		$	120,339
Money market instruments		168,880			26,948
Investment securities		1,663,891			1,970,950
Loans		4,485,074			4,743,075
Allowance for loan losses		70,441			146,689
Loans, net		4,414,633			4,596,386
Bank premises and equipment, net		60,398			69,894
Goodwill and other intangibles		73,619			78,067
Other real estate owned		42,663			45,171
Other assets		335,984			350,665
Total assets	$	6,896,548		$	7,258,420
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing	$	1,047,062		$	956,059
Interest bearing		3,891,482			4,245,255
Total deposits		4,938,544			5,201,314
Borrowings		1,139,028			1,239,166
Other liabilities		68,471			86,151
Total liabilities	$	6,146,043		$	6,526,631
Stockholders' Equity:
Preferred stock	$	98,242		$	97,380
Common stock		301,202			301,204
Common stock warrants		4,297			4,473
Accumulated other comprehensive loss, net of taxes		(8,357	)		(4,753	)
Retained earnings		432,128			411,218
Treasury stock		(77,007	)		(77,733	)
Total stockholders' equity	$	750,505		$	731,789
Total liabilities and stockholders' equity	$	6,896,548		$	7,258,420

Note: The average balances for the quarter ended March 31, 2012 include those assets and liabilities held for sale as part of the sale of Vision Bank assets and assumption of Vision Bank liabilities to Centennial Bank.

PARK NATIONAL CORPORATION

Consolidated Statements of Income - Linked Quarters

	2012		2011		2011		2011		2011
(in thousands, except per share data)	1st QTR		4th QTR		3rd QTR		2nd QTR		1st QTR
Interest income:
Interest and fees on loans	$	61,105	$	65,497	$	65,645	$	65,862	$	65,454
Interest on:
Obligations of U.S. Government, its agencies and other securities		13,584		14,571		16,289		18,960		19,053
Obligations of states and political subdivisions		46		61		69		92		149
Other interest income		103		102		62		8		6
Total interest income		74,838		80,231		82,065		84,922		84,662
Interest expense:
Interest on deposits:
Demand and savings deposits		754		894		976		951		991
Time deposits		4,639		5,247		5,661		6,200		6,734
Interest on borrowings		7,717		7,811		7,808		7,749		7,624
Total interest expense		13,110		13,952		14,445		14,900		15,349
Net interest income		61,728		66,279		67,620		70,022		69,313
Provision for loan losses		9,000		20,218		16,438		12,516		14,100
Net interest income after provision for loan losses		52,728		46,061		51,182		57,506		55,213
Gain on sale of Vision Bank		22,167
Other income		17,453		17,885		18,027		15,139		15,030
Gain on sale of securities		-		3,367		3,465		15,362		6,635
Other expense:
Salaries and employee benefits		24,823		25,952		25,799		25,253		25,064
Occupancy expense		2,670		2,866		2,665		2,764		3,000
Furniture and equipment expense		2,621		2,643		2,688		2,785		2,657
Other expense		17,694		17,904		14,447		16,205		15,625
Total other expense		47,808		49,365		45,599		47,007		46,346
Income before income taxes		44,540		17,948		27,075		41,000		30,532
Income taxes		13,065		7,339		6,694		12,046		8,336
Net income	$	31,475	$	10,609	$	20,381	$	28,954	$	22,196
Preferred stock dividends and accretion		1,477		1,464		1,464		1,464		1,464
Net income available to common shareholders	$	29,998	$	9,145	$	18,917	$	27,490	$	20,732
Per Common Share:
Net income  - basic	$	1.95	$	0.59	$	1.23	$	1.79	$	1.35
Net income  - diluted	$	1.95	$	0.59	$	1.23	$	1.79	$	1.35

PARK NATIONAL CORPORATION

Detail of other income and other expense - Linked Quarters

	2012			2011			2011			2011			2011
(in thousands)	1st QTR			4th QTR			3rd QTR			2nd QTR			1st QTR
Other income:
Income from fiduciary activities	$	3,828		$	3,699		$	3,615		$	3,929		$	3,722
Service charges on deposits		4,071			4,643			4,894			4,525			4,245
Other service income		2,734			2,484			3,087			2,734			2,301
Checkcard fee income		3,172			3,115			3,154			3,251			2,976
Bank owned life insurance income		1,202			1,403			1,229			1,228			1,229
ATM fees		608			641			726			682			654
OREO devaluations		(1,359	)		(1,742	)		(588	)		(3,354	)		(2,535	)
Gain on sale of Vision Bank		22,167			-			-			-			-
Other		3,197			3,642			1,910			2,144			2,438
Total other income	$	39,620		$	17,885		$	18,027		$	15,139		$	15,030
Other expense:
Salaries and employee benefits	$	24,823		$	25,952		$	25,799		$	25,253		$	25,064
Net occupancy expense		2,670			2,866			2,665			2,764			3,000
Furniture and equipment expense		2,621			2,643			2,688			2,785			2,657
Data processing fees		1,200			1,393			1,184			1,135			1,253
Professional fees and services		5,581			5,920			5,005			5,320			4,874
Amortization of intangibles		1,754			1,528			669			669			669
Marketing		843			852			764			728			623
Insurance		1,490			1,526			681			2,345			2,269
Communication		1,537			1,544			1,475			1,485			1,556
Other		5,289			5,141			4,669			4,523			4,381
Total other expense	$	47,808		$	49,365		$	45,599		$	47,007		$	46,346

PARK NATIONAL CORPORATION

Asset Quality Information

	Quarter ended			Year ended December 31,
(in thousands, except ratios)	March 31, 2012			2011			2010			2009			2008
Allowance for loan losses:
Allowance for loan losses, beginning of period	$	68,444		$	143,575		$	116,717		$	100,088		$	87,102
Transfer of loans at fair value					(219	)
Transfer of allowance to held for sale					(13,100	)
Charge-offs		18,967	(A)		133,882			66,314			59,022			62,916
Recoveries		1,943			8,798			6,092			6,830			5,415
Net charge-offs		17,024			125,084			60,222			52,192			57,501
Provision for loan losses		8,338			63,272			87,080			68,821			70,487
Allowance for loan losses, end of period	$	59,758		$	68,444		$	143,575		$	116,717		$	100,088
Provision for Centennial Bank loan put		662
Allowance for credit losses, end of period	$	60,420		$	68,444		$	143,575		$	116,717		$	100,088
(A) Includes the full charge-off of the Vision Bank ALLL of $12.1 million to bring the retained Vision Bank loan portfolio to fair value prior to the merger of Vision Bank (as constituted following the transaction with Centennial Bank and Home BancShares, Inc.) with and into SE Property Holdings, LLC ("SE LLC"), the non-bank subsidiary of Park, on February 16, 2012.
General reserve trends:
Allowance for loan losses, end of period	$	59,758		$	68,444		$	143,575		$	116,717		$	100,088
Specific reserves		9,505			15,935			66,904			36,721			8,875
General reserves	$	50,253		$	52,509		$	76,671		$	79,996		$	91,213
Total loans	$	4,324,383		$	4,317,099		$	4,732,685		$	4,640,432		$	4,491,337
Impaired commercial loans		179,293			187,074			250,933			201,143			141,343
Non-impaired loans	$	4,145,090		$	4,130,025		$	4,481,752		$	4,439,289		$	4,349,994
Asset Quality Ratios:
Net charge-offs as a % of average loans  (annualized for quarterly periods)		1.53	%		2.65	%		1.30	%		1.14	%		1.32	%
Allowance for loan losses as a % of period end loans		1.38	%		1.59	%		3.03	%		2.52	%		2.23	%
General reserves as a % of non-impaired loans		1.21	%		1.27	%		1.71	%		1.80	%		2.10	%
Nonperforming Assets - Park National Corporation:
Nonaccrual loans	$	183,227		$	195,106		$	289,268		$	233,544		$	159,512
Accruing renegotiated loans		34,436			28,607			-			142			2,845
Loans past due 90 days or more		2,281			3,489			3,590			14,773			5,421
Total nonperforming loans	$	219,944		$	227,202		$	292,858		$	248,459		$	167,778
Other real estate owned - Park National Bank		13,387			13,240			8,385			6,037			6,149
Other real estate owned - SE LLC		28,578			29,032			-			-			-
Other real estate owned - Vision Bank		-			-			33,324			35,203			19,699
Total nonperforming assets	$	261,909		$	269,474		$	334,567		$	289,699		$	193,626
Percentage of nonaccrual loans to period end loans		4.24	%		4.52	%		6.11	%		5.03	%		3.55	%
Percentage of nonperforming loans to period end loans		5.09	%		5.26	%		6.19	%		5.35	%		3.74	%
Percentage of nonperforming assets to period end loans		6.06	%		6.24	%		7.07	%		6.24	%		4.31	%
Percentage of nonperforming assets to period end assets		3.86	%		3.86	%		4.59	%		4.11	%		2.74	%

PARK NATIONAL CORPORATION

Asset Quality Information

	Quarter ended			Year ended December 31,
(in thousands, except ratios)	March 31, 2012			2011			2010			2009			2008
Nonperforming Assets - Park National Bank and Guardian:
Nonaccrual loans	$	102,886		$	96,113		$	117,815		$	85,197		$	68,306
Accruing renegotiated loans		32,451			26,342			-			142			-
Loans past due 90 days or more		2,281			3,367			3,226			3,496			4,777
Total nonperforming loans	$	137,618		$	125,822		$	121,041		$	88,835		$	73,083
Other real estate owned - Park National Bank		13,387			13,240			8,385			6,037			6,149
Total nonperforming assets	$	151,005		$	139,062		$	129,426		$	94,872		$	79,232
Percentage of nonaccrual loans to period end loans		2.43	%		2.29	%		2.88	%		2.15	%		1.80	%
Percentage of nonperforming loans to period end loans		3.26	%		3.00	%		2.96	%		2.24	%		1.92	%
Percentage of nonperforming assets to period end loans		3.57	%		3.32	%		3.16	%		2.39	%		2.08	%
Percentage of nonperforming assets to period end assets		2.29	%		2.21	%		1.99	%		1.53	%		1.27	%
Nonperforming Assets -SE LLC/Vision Bank (retained portfolio as of March 31, 2012 and December 31, 2011):
Nonaccrual loans	$	80,341		$	98,993		$	171,453		$	148,347		$	91,206
Accruing renegotiated loans		1,985			2,265			-			-			2,845
Loans past due 90 days or more		-			122			364			11,277			644
Total nonperforming loans	$	82,326		$	101,380		$	171,817		$	159,624		$	94,695
Other real estate owned - Vision Bank		-			-			33,324			35,023			19,699
Other real estate owned - SE LLC		28,578			29,032			-			-			-
Total nonperforming assets	$	110,904		$	130,412		$	205,141		$	194,647		$	114,394
Percentage of nonaccrual loans to period end loans		N.M.			N.M.			26.77	%		21.91	%		13.21	%
Percentage of nonperforming loans to period end loans		N.M.			N.M.			26.82	%		23.58	%		13.71	%
Percentage of nonperforming assets to period end loans		N.M.			N.M.			32.02	%		28.78	%		16.57	%
Percentage of nonperforming assets to period end assets		N.M.			N.M.			25.90	%		21.70	%		12.47	%
New nonaccrual loan information:
Nonaccrual loans, beginning of period	$	195,106		$	289,268		$	233,544		$	159,512		$	101,128
New nonaccrual loans - Ohio-based operations		21,210			78,316			85,081			57,641			58,161
New nonaccrual loans - SE LLC/Vision Bank (SE LLC as of March 31, 2012)		568			45,842			90,094			126,540			83,588
Resolved nonaccrual loans		33,657			218,320			119,451			110,149			83,365
Nonaccrual loans, end of period	$	183,227		$	195,106		$	289,268		$	233,544		$	159,512
Impaired Commercial Loan Portfolio Information (period end):
Unpaid principal balance	$	287,623		$	290,908		$	304,534		$	245,092		$	171,310
Prior charge-offs		108,330			103,834			53,601			43,949			29,967
Remaining principal balance		179,293			187,074			250,933			201,143			141,343
Specific reserves		9,505			15,935			66,904			36,721			8,875
Book value, after specific reserve	$	169,788		$	171,139		$	184,029		$	164,422		$	132,468

Media contacts: Bethany Lewis, 740.349.0421, blewis@parknationalbank.com or John Kozak, 740.349.3792

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Park cautions that any forward-looking statements contained in this news release or made by management of Park are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management's expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected due to a number of factors, such as adverse changes in economic conditions that impair the ability of borrowers to repay their loans, the underlying value of the collateral could prove less valuable than assumed and cash flows may be worse than expected; Park's ability to sell OREO properties at prices as favorable as anticipated; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically the real estate market and the credit market, either nationally or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in interest rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; changes in unemployment; asset/liability repricing risks and liquidity risks; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial service organizations increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as future regulations which will be adopted by the relevant regulatory agencies, including the Consumer Financial Protection Bureau, to implement the Dodd-Frank Act’s provisions; the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, and the accuracy of our assumptions and estimates used to prepare our financial statements; the effect of fiscal and governmental policies of the United States federal government; adequacy of our risk management program; a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, including as a result of cyber attacks; 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 Part I of Park's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 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.

Park National Corporation

50 N. Third Street, Newark, Ohio 43055

www.parknationalcorp.com