PARK NATIONAL CORPORATION

Consolidated Condensed Balance Sheets (Unaudited)

(dollars in thousands)


	September 30,			December 31,			March 31,			December 31,
	2007			2006			2008			2007

Assets:
Cash and due from banks	$	154,472		$	177,990		$	176,350		$	183,165

Money market instruments		11,991			8,266			8,546			10,232

Cash and cash equivalents	$	166,463		$	186,256			184,896			193,397

Interest bearing deposits		1			1			1			1
Securities available-for-sale, at fair value (amortized cost of $1,525,351 and $1,299,686 at September 30, 2007 and December 31, 2006)		1,505,168			1,275,079
Securities held-to-maturity, at amortized cost (fair value approximates $160,597 and $169,786 at September 30, 2007 and December 31, 2006)		166,632			176,485

Securities available-for-sale, at fair value (amortized cost of $1,661,576 and $1,473,052 at March 31, 2008 and December 31, 2007)								1,684,276			1,474,517

Securities held-to-maturity, at amortized cost (fair value approximates $205,805 and $161,414 at March 31, 2008 and December 31, 2007)								207,139			165,421

Other investment securities		63,345			61,934			64,620			63,165

Loans (net of unearned income)		4,174,652			3,480,702

Loans								4,253,363			4,224,134

Allowance for loan losses		79,846			70,500			85,848			87,102

Net loans		4,094,806		��	3,410,202			4,167,515			4,137,032


Bank premises and equipment, net		66,527			47,554			68,816			66,634

Bank owned life insurance		119,206			113,101			128,726			119,472

Goodwill and other intangible assets		199,679			78,003			143,550			144,556

Other assets		129,309			122,261			131,826			136,907


Total assets	$	6,511,136		$	5,470,876		$	6,781,365		$	6,501,102


Liabilities and Stockholders’ Equity:
Deposits:
Noninterest bearing	$	692,749		$	664,962		$	711,151		$	695,466

Interest bearing		3,842,423			3,160,572			3,808,605			3,743,773

Total deposits		4,535,172			3,825,534			4,519,756			4,439,239


Short-term borrowings		711,123			375,773			753,953			759,318

Long-term debt		550,198			604,140			787,512			590,409
Junior Subordinated Debentures		15,000			—

Subordinated Debentures								40,000			40,000

Other liabilities		71,305			94,990			88,965			92,124

Total liabilities		5,882,798			4,900,437			6,190,186			5,921,090


COMMITMENTS AND CONTINGENCIES

Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized; 16,151,213 shares issued in 2007 and 15,358,323 shares issued in 2006)		300,321			217,067
Common stock (No par value; 20,000,000 shares authorized; 16,151,188 shares issued at 2008 and 16,151,200 shares issued at 2007)								301,213			301,213

Retained earnings		545,854			519,563			487,443			489,511
Treasury stock (2,053,764 shares in 2007 and 1,436,794 shares in 2006)		(197,892	)		(143,371	)
Accumulated other comprehensive (loss), net of taxes		(19,945	)		(22,820	)

Treasury stock (2,186,624 shares at 2008 and 2,186,624 shares at 2007)								(208,104	)		(208,104	)

Accumulated other comprehensive income (loss), net of taxes								10,627			(2,608	)

Total stockholders’ equity		628,338			570,439			591,179			580,012


Total liabilities and stockholders’ equity	$	6,511,136		$	5,470,876		$	6,781,365		$	6,501,102

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Income (Unaudited)

(dollars in thousands, except per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2007		2006		2007		2006		2008		2007

Interest and dividend income:
Interest and dividends income:

Interest and fees on loans	$	83,964	$	65,843	$	238,625	$	188,991	$	79,010	$	71,182


Interest and dividends on:
Obligations of U.S. Government, its agencies and other securities		18,826		18,430		55,651		57,032		20,705		18,547

Obligations of states and political subdivisions		754		893		2,349		2,815		654		813


Other interest income		222		124		802		346		99		294

Total interest and dividend income		103,766		85,290		297,427		249,184
Total interest and dividends income										100,468		90,836


Interest expense:

Interest on deposits:
Demand and savings deposits		11,309		7,397		29,936		18,645		7,358		8,097

Time deposits		21,440		14,914		60,249		40,628		19,199		17,581


Interest on borrowings:
Short-term borrowings		6,479		4,284		14,651		11,513		4,751		3,918

Long-term debt		5,122		5,133		17,867		17,595		7,676		6,342


Total interest expense		44,350		31,728		122,703		88,381		38,984		35,938


Net interest income		59,416		53,562		174,724		160,803		61,484		54,898


Provision for loan losses		5,793		935		10,879		2,402		7,394		2,205


Net interest income after provision for loan losses		53,623		52,627		163,845		158,401		54,090		52,693


Other income:
Income from fiduciary activities	$	3,614	$	3,319	$	10,689	$	10,027		3,573		3,504

Service charges on deposit accounts		6,544		5,317		17,338		14,764		5,784		4,847

Other service income		3,231		2,685		8,665		8,212		3,077		2,505

Other		5,671		5,033		17,004		15,072		8,605		5,318

Total other income		19,060		16,354		53,696		48,075		21,039		16,174


Gain on sale of securities		—		97		—		97		309		—

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
Nine Months ended September 30, 2007 and 2006 Stock Earnings at Cost Income (loss) Income

BALANCE AT DECEMBER31, 2005
$ 208,365 $ 476,889 $ (116,681 ) $ (10,143 )
Net Income 71,498 $ 71,498
Accumulated other comprehensive income (loss), net of tax:
Unrealized net holding loss on securities available-for-sale, net of taxes ($3,184) (5,913 ) (5,913 )

Total comprehensive income $ 65,585

Cash dividends on common stock at $2.76 per share (38,470 )
Cash payment for fractional shares in dividend reinvestment plan (4 )
Shares issued for stock options - 684 24
Tax benefit from exercise of stock options 18
Treasury stock purchased - 302,786 shares (30,508 )
Treasury stock reissued for stock options - 37,945 shares 3,131

BALANCE AT SEPTEMBER 30, 2006
$ 208,403 $ 509,917 $ (144,058 ) $ (16,056 )

BALANCE AT DECEMBER 31, 2006
$ 217,067 $ 519,563 $ (143,371 ) $ (22,820 )
Net Income 65,877 $ 65,877
Accumulated other comprehensive income (loss), net of tax:
Unrealized net holding gain on securities available-for-sale, net of taxes $1,548 2,875 2,875

Total comprehensive income $ 68,752

Cash dividends on common stock at $2.79 per share (39,586 )
Cash payment for fractional shares in dividend reinvestment plan (4 )
Treasury stock purchased - 620,531 shares (54,817 )
Treasury stock reissued for stock options - 3,561 shares 296
Shares issued for Vision Bancshare, Inc. purchase - 792,937 83,258

BALANCE AT SEPTEMBER 30, 2007
$ 300,321 $ 545,854 $ (197,892 ) $ (19,945 )


										Accumulated
							Treasury			Other
	Common			Retained			Stock			Comprehensive			Comprehensive
Three Months ended March 31, 2008 and 2007	Stock			Earnings			at Cost			Income (loss)			Income

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	)


BALANCE AT DECEMBER 31, 2007	$	301,213		$	489,511			($208,104	)		($2,608	)

Net Income					22,978								$	22,978

Other comprehensive income (loss), net of tax:
Unrealized net holding (loss) on cash flow hedge, net of taxes ($306)											(568	)		(568	)

Unrealized net holding gain on securities available-for-sale, net of taxes $7,432											13,803			13,803

Total comprehensive income													$	36,213

Cash dividends on common stock at $.94 per share					(13,081	)

Postretirement benefit pertaining to endorsement split-dollar life insurance					(11,634	)

FAS 158 measurement date adjustment, net of taxes ($178)					(331	)

BALANCE AT MARCH 31, 2008	$	301,213		$	487,443			($208,104	)	$	10,627

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARK NATIONAL CORPORATION

Consolidated Condensed Statements of Cash Flows (Unaudited)

(dollars in thousands)


	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2007			2006			2008			2007

Operating activities:

Net income	$	65,877		$	71,498		$	22,978		$	21,063


Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, (accretion) and amortization, net		(2,154	)		(85	)
Depreciation, accretion and amortization								(128	)		(569	)

Provision for loan losses								7,394			2,205

Stock dividends on Federal Home Loan Bank stock		—			(2,274	)		(725	)		—
Provision for loan losses		10,879			2,402

Realized net investment security (gains)								(309	)		—

Amortization of core deposit intangibles		2,759			1,911			1,006			684
Realized investment security gains		—			(97	)


Changes in assets and liabilities:
Increase in other assets		(7,639	)		(12,265	)		(7,908	)		(6,172	)
Decrease in other liabilities		(13,138	)		(3,651	)

Increase (decrease) in other liabilities								1,884			(671	)


Net cash provided by operating activities		56,584			57,439
Net cash provided from operating activities								24,192			16,540


Investing activities:

Proceeds from sales of:
Available-for-sale securities		—			304
Proceeds from sales of available-for-sale securities								25,309			—

Proceeds from maturity of:
Available-for-sale securities		646,918			244,528			106,059			195,424

Held-to-maturity securities		9,852			15,926			164			2,853

Purchases of:
Available-for-sale securities		(841,746	)		(166,518	)		(319,139	)		(239,330	)
Net decrease in interest bearing deposits with other banks		—			299
Net increase in loans		(66,742	)		(61,780	)
Loans acquired — Ohio Legacy Bank, N.A. Branch		(38,348	)		—
Cash paid for branch acquistion, Ohio Legacy Bank, N.A.		(2,693	)		—
Cash paid for bank acquisition, Vision Bancshares, Inc.		(44,993	)		—

Held-to-maturity securities								(41,882	)		—

Net (increase) in other investments								(730	)		—

Net (increase) in loans								(36,299	)		(13,530	)

Cash paid for acquisition, net								—			(44,993	)

Purchases of bank owned life insurance, net								(8,100	)		—

Purchases of premises and equipment, net		(14,461	)		(3,730	)		(4,076	)		(10,508	)
Premises and equipment acquired — Ohio Legacy Bank, N.A. Branch		(1,150	)		—


Net cash (used in) provided by investing activities		(353,363	)		29,029
Net cash used by investing activities								(278,694	)		(110,084	)

PARK NATIONAL CORPORATION
Consolidated Condensed Statements of Cash Flows (Unaudited)
(Continued)
(dollars in thousands)


	Nine Months Ended							Three Months Ended
	September 30,							March 31,
	2007			2006				2008			2007

Financing activities:

Net increase in deposits	$	109,131		$	131,682			$	80,517		$	149,848
Deposits acquired, Ohio Legacy Bank, N.A. Branch		23,466			—
Net increase in short-term borrowings		311,018			99,531

Net (decrease) in short-term borrowings									(5,365	)		(11,324	)

Proceeds from exercise of stock options		296			3,173				—			233

Purchase of treasury stock		(54,817	)		(30,508	)			—			(4,862	)

Cash payment for fractional shares in dividend reinvestment plan		(4	)		(4	)			—			(1	)

Long-term debt issued		225,100			—				200,000			75,100

Repayment of long-term debt		(284,671	)		(257,053	)			(2,897	)		(77,680	)

Cash dividends paid		(52,533	)		(51,470	)			(26,254	)		(25,896	)


Net cash provided by (used in) financing activities		276,986			(104,649	)
Net cash provided from financing activities									246,001			105,418


Decrease in cash and cash equivalents		(19,793	)		(18,181	)
(Decrease) increase in cash and cash equivalents							��		(8,501	)		11,874


Cash and cash equivalents at beginning of year		186,256			173,973				193,397			186,256


Cash and cash equivalents at end of period	$	166,463		$	155,792			$	184,896		$	198,130


Supplemental disclosures of cash flow information:

Cash paid for:
Interest	$	122,739		$	86,744			$	38,396		$	35,829


Income taxes	$	29,655		$	25,033			$	1,000		$	2,600

Summary of business acquisitions:
Fair value of assets acquired — Vision Bancshares, Inc.	$	686,512
Cash paid for purchase — Vision Bancshares, Inc.		(87,843	)
Stock issued for purchase — Vision Bancshares, Inc.		(83,258	)
Fair value of liabilities assumed — Vision Bancshares, Inc.		(624,432	)

Summary of business acquisition:
Fair value of assets acquired									—		$	686,512

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	$	(109,021	)						—			($109,021	)

PARK NATIONAL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the Three ~~and Nine~~ Months Ended ~~September 30, 2007~~March 31, 2008 and ~~2006.~~2007.

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 ~~periods~~quarter ended ~~September 30, 2007~~March 31, 2008 are not necessarily indicative of the operating results to be anticipated for the fiscal year ending December 31, ~~2007.~~2008.

The accompanying unaudited consolidated condensed 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 consolidated financial statements incorporated by reference in the Annual Report on Form 10-K of Park for the fiscal year ended December 31, ~~2006~~2007 from Park’s ~~2006~~2007 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~~2007 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 —Acquisitions 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 $109.0 million. Substantially, none of the goodwill is tax deductible. Management continues to expect that the acquisition of Vision will improve the future growth rate for Park’s loans and deposits. The fair value of the acquired assets of Vision was $686.5 million and the fair value of the liabilities assumed was $624.4 million at March 9, 2007.

AtDuring the ~~time~~first quarter of 2008, loans at Vision Bank have grown by $26 million to $666 million at March 31, 2008. For the twelve months ended March 31, 2008, Vision Bank had loan growth of $67 million or 11.3%, while the Ohio-based banks had loan growth of $97 million or 2.8% for the same period.

Additional information pertaining to Park’s acquisitions made during 2007 is discussed in Note 2 of the ~~acquisition, Vision operated two bank subsidiaries (both named Vision Bank) which became bank subsidiaries of Park on March 9, 2007. On July 20,~~Notes to Consolidated Financial Statements included in Park’s 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 (“Vision Alabama”) with and into the Vision bank headquartered in Panama City, Florida (“Vision Florida”, “Vision”, or “Vision Bank”), under the charter of Vision Florida. Vision Florida operates 18 branch locations in the Gulf Coast communities, in Baldwin County, Alabama and in the Florida panhandle. The markets that Vision Florida operates in are expectedAnnual Report to grow faster than many of the non-metro markets in which Park’s subsidiary banks operate in Ohio. Management expects that the acquisition of Vision will improve the future growth rate for Park’s loans and deposits.

~~-9-~~

On September 21, 2007, a national bank subsidiary of Park, The First-Knox National Bank of Mount Vernon (“First-Knox”), acquired the Millersburg, Ohio banking office (the “Millersburg branch”) of Ohio Legacy Bank, N.A. (“Ohio Legacy”). First-Knox acquired substantially all of the loans administered at the Millersburg branch of Ohio Legacy and assumed substantially all of the deposit liabilities relating to the deposit accounts assigned to the Millersburg branch. The fair value of loans acquired was approximately $38 million and deposit liabilities acquired were approximately $23 million.

First-Knox paid a premium of approximately $1.7 million in connection with the purchase of the deposit liabilities. First-Knox recognized a loan premium adjustment of $700,000 and a certificate of deposit adjustment of $300,000, resulting in a total increase to core deposit intangibles of $2.7 million. No goodwill was recognized as part of this transaction. In addition, First-Knox paid $900,000 for the acquisition of the branch office building that Ohio Legacy was leasing from a third party.Shareholders.

The following table shows the activity in goodwill and core deposit intangibles during the first ~~nine~~three months of ~~2007.~~2008.

Core Deposit
(In Thousands) Goodwill Intangibles Total
December 31, 2006 $ 72,334 $ 5,669 $ 78,003
Vision Acquisition 109,021 12,720 121,741
Millersburg Branch Acquisition — 2,694 2,694
Amortization — <2,759 > <2,759 >
September 30, 2007 $ 181,355 $ 18,324 $ 199,679


			Core Deposit
(In Thousands)	Goodwill		Intangibles		Total
December 31, 2007	$	127,320	$	17,236	$	144,556
Amortization		—		<1,006>		<1,006>
March 31, 2008	$	127,320	$	16,230	$	143,550

-9-

The following table shows the activity in the allowance for loan losses for the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008 and ~~2006.~~2007.


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(In Thousands)	2007			2006			2007			2006			2008			2007
Average Loans (Net of Unearned Income)	$	4,115,617		$	3,367,532		$	3,948,942		$	3,339,023
Average Loans													$	4,229,423		$	3,631,168

Allowance for Loan Losses:
Beginning Balance		79,905		$	69,698			70,500		$	69,694		$	87,102		$	70,500

Charge-Offs:
Commercial, Financial and Agricultural		1,152			279			3,267			899			421			1,117
Real Estate — Construction		2,267			57			2,516			557			2,611			56
Real Estate — Residential		1,093			422			3,104			1,206			3,599			961
Real Estate — Commercial		768			73			1,139			472			1,100			53
Consumer		1,770			1,465			5,280			4,320			2,270			1,777
Lease Financing		—			20			—			57			—			—

Total Charge-Offs		7,050			2,316			15,306			7,511			10,001			3,964


Recoveries:
Commercial, Financial and Agricultural		167			336			863			866			216			314
Real Estate — Construction		—			—			8			—			—			—
Real Estate — Residential		314			266			578			621			64			145
Real Estate — Commercial		220			78			485			1,161			17			250
Consumer		470			647			2,441			2,322			1,050			1,034
Lease Financing		27			54			64			143			6			21

Total Recoveries		1,198			1,381			4,439			5,113			1,353			1,764



Net Charge-Offs		5,852			935			10,867			2,398			8,648			2,200


Provision Charged to Earnings		5,793			935			10,879			2,402
Provision for Loan Losses														7,394			2,205
Allowance for Loan Losses of Acquired Banks		—			—			9,334			—			—			9,334

Ending Balance	$	79,846		$	69,698		$	79,846		$	69,698		$	85,848		$	79,839


Annualized Ratio of Net Charge-Offs to Average Loans		.56	%		.11	%		.37	%		.10	%		.82	%		.25	%
Ratio of Allowance for Loan Losses to End of Period Loans, Net of Unearned Income		1.91	%		2.06	%		1.91	%		2.06	%
Ratio of Allowance for Loan Losses to End of Period Loans														2.02	%		1.95	%


Operating Results for the Three Months Ended March 31, 2008														Operating Results for the Three Months Ended March 31, 2008											Balances at
(In Thousands)														(In Thousands)											March 31, 2008
																			Other Income
											Balances at								and
Operating Results for the Three Months Ended September 30, 2007 (In Thousands)											September 30, 2007
	Net Interest		Provision for				Other								Net Interest		Provision for		Gain on Sale		Other		Net Income
	Income		Loan Losses		Other Income		Expense		Net Income		Assets				Income		Loan Losses		of Securities		Expense		(Loss)		Assets
PNB	$	18,141	$	913	$	7,566	$	12,708	$	8,160	$	2,104,721			$	19,451	$	764	$	9,159	$	12,708	$	9,906	$	2,491,954
RTC		4,188		570		1,359		2,788		1,447		577,790				4,628		75		1,640		2,612		2,354		537,398
CNB		6,447		270		2,291		4,067		2,898		734,695				6,689		50		2,184		4,044		3,159		725,039
FKNB		7,506		380		2,221		4,397		3,269		820,836				8,127		575		2,729		4,635		3,719		792,063
UB		1,885		20		650		1,630		605		201,486				1,915		—		689		1,433		789		204,195
SNB		3,093		40		750		1,922		1,322		438,345				3,441		290		721		1,953		1,318		447,380
SEC		7,038		640		2,459		5,021		2,636		782,804				6,991		340		2,897		5,413		2,851		826,673
CIT		1,252		40		444		1,011		441		146,642				1,211		—		405		1,032		399		143,508
VIS		7,744		2,420		1,120		6,189		176		890,566				6,846		4,800		1,082		6,128		<1,832>		917,869
All Other		2,122		500		200		3,084		350		<186,749	>			2,185		500		<158>		3,319		315		<304,714>

TOTAL	$	59,416	$	5,793	$	19,060	$	42,817	$	21,304	$	6,511,136			$	61,484	$	7,394	$	21,348	$	43,277	$	22,978	$	6,781,365

Operating Results for the Nine Months Ended September 30, 2007
(In Thousands)
Net Interest Provision for Other
Income Loan Losses Other Income Expense Net Income
PNB $ 54,229 $ 2,164 $ 21,214 $ 38,143 $ 23,709
RTC 12,706 1,470 3,939 8,444 4,452
CNB 19,094 1,065 7,277 12,361 8,555
FKNB 22,642 900 6,054 13,531 9,421
UB 5,656 45 1,832 4,885 1,748
SNB 9,238 115 2,036 5,854 3,705
SEC 22,105 1,465 7,220 15,228 8,618
CIT 3,830 65 1,253 3,118 1,294
VIS 18,078 2,505 2,377 13,301 2,917
All Other 7,146 1,085 494 9,741 1,458

TOTAL $ 174,724 $ 10,879 $ 53,696 $ 124,606 $ 65,877

Operating Results for the Nine Months Ended September 30, 2006
(In Thousands)
Net Interest Provision for Other
Income Loan Losses Other Income Expense Net Income
PNB $ 54,123 $ 923 $ 20,734 $ 34,935 $ 26,339
RTC 13,899 270 3,427 8,311 5,780
CNB 19,183 110 6,235 12,275 8,638
FKNB 22,787 205 5,836 13,047 10,174
UB 5,796 <160 > 1,665 4,739 1,966
SNB 8,884 95 1,766 5,706 3,414
SEC 22,761 280 6,745 15,166 9,473
CIT 4,082 105 1,229 3,219 1,354
VIS — — — — —
All Other 9,288 574 535 7,959 4,360

TOTAL $ 160,803 $ 2,402 $ 48,172 $ 105,357 $ 71,498

The operating results of the Parent Company and Guardian Financial ~~Service~~Services Company (GFC) in the ~~“All Other”~~“all other” row are used to reconcile the segment totals to the consolidated condensed statements of income for the periods ended ~~September 30, 2007~~March 31, 2008 and ~~2006.~~2007. The reconciling amounts for consolidated total assets for both of the periods ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ consist of the elimination of intersegment borrowings, and the assets of the Parent Company and GFC which are not eliminated. The results for Vision Bank for March 31, 2007 are from the acquisition date of March 9, 2007 through March 31, 2007.

Note 7 —Stock Option Plans

Park did not grant any stock options during the first ~~nine months~~quarter of ~~2007~~2008 or ~~2006.~~the first quarter of 2007. Additionally, no stock options became vested during the first ~~nine months~~quarter of ~~2007~~2008 or ~~2006.~~2007.

~~-14-~~

For the ~~third~~first quarter ended ~~September 30, 2007,~~March 31, 2008, the tax equivalent yield on the total investment portfolio was ~~5.14%~~5.07% and the average maturity was ~~4.0~~3.4 years. U.S. Government Sponsored Entities’ asset-backed securities comprised approximately ~~75%~~86% of the total investment portfolio at the end of the ~~third~~first quarter of ~~2007.~~2008. 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 ~~5.1~~4.5 years with a 100 basis point increase in long-term interest rates and to ~~5.2~~5.0 years with a 200 basis point increase in long-term interest rates. Conversely, management estimates that repayments would increase and that the average maturity of the investment portfolio would decrease to ~~3.6~~2.2 years and ~~2.6~~1.4 years respectively, with a 100 basis point and 200 basis point decrease in long-term rates.

Note 10 –—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.


	September 30,		December 31,		March 31,		December 31,
(In Thousands)	2007		2006		2008		2007
Federal Home Loan Bank Stock	$	56,934	$	55,523	$	58,209	$	56,754
Federal Reserve Bank Stock		6,411		6,411		6,411		6,411

Total	$	63,345	$	61,934	$	64,620	$	63,165

~~Note 12 –Income Taxes~~

In ~~June~~September 2006, the ~~Financial~~FASB issued SFAS No. 158, “Employers’ Accounting ~~Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting~~ for ~~Uncertainty in Income Taxes –~~Defined Benefit Pension and Other Postretirement Plans — an ~~interpretation~~amendment of FASB ~~Statement~~Statements No. ~~109 (FIN 48),~~87, 88, 106 and 132R.” This statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its balance sheet, beginning with fiscal year-end December 31, 2006, and to recognize changes in the funded status in the year in which ~~prescribes a recognition threshold of more-likely-than-not,~~the changes occur through comprehensive income beginning in 2007. Additionally, defined benefit plan assets and ~~a measurement attribute for all tax positions taken or expected~~obligations are 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~~as 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. In~~ the ~~third quarter ended~~employer’s fiscal year-end, starting in 2008. Park had a pension asset and liability valuation performed as of September 30, 2007, and as a result of the SFAS No. 158 measurement date provisions, Park ~~claimed a $29 million deduction related~~was required to adjust retained earnings for three-fifteenths (20%) of the 1994 write-off of regulatory goodwill by one its affiliate banks by filing an amended 2003 federal income tax return. Park increased its unrecognized tax benefit by approximately $10 million related to this item. Although Park believes it is within its rights by claiming this deduction, it is highly uncertain as to whether this deduction will be allowed. Consequently,estimated expense for 2008. Therefore, Park has ~~not recognized a related income tax benefit. Management does not expect~~charged approximately $0.3 million to retained earnings on January 1, 2008 (net of taxes) to reflect the ~~total amount~~expense pertaining to three months of ~~unrecognized tax benefits to significantly change in the next quarter. Park is no longer subject to examination by federal taxing authorities for the tax year 2003 and the years prior.~~pension plan expense.

Note ~~13 –~~12 —Recent Accounting Pronouncements

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” (“EITF Issue No. 06-04”). 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 EITF 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 was effective for Park beginning January 1, 2008.

At March 31, 2008, Park and its subsidiary banks owned $128.7 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 completed its evaluation of the impact of the adoption of EITF Issue No. 06-4 on Park’s consolidated financial statements. On January 1, 2008, Park charged approximately $11.6 million to retained earnings and recorded a corresponding liability for the same amount.

In Note 1 to Park’s 2007 Annual Report, Park reported that the EITF 06-04 charge to retained earnings would be approximately $7.5 million, net of deferred tax and that a corresponding liability of $11.6 million would be recorded. During the first quarter of 2008, management came to the conclusion that the book liability of $11.6 million would be a permanent tax item and the company would not receive a tax deduction. As such, no deferred tax asset was recognized.

-18-

Fair Value Measurements

In February 2007, the FASB issued ~~Statement of Financial Accounting Standards (“SFAS”)~~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 fair value option permits companies to choose to measure eligible items at fair value at specified election dates. 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. ~~We will adopt SFAS No. 159 on~~The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008. ~~Management does not expect that the adoption of this standard will have a material impact on Park’s financial statements.~~

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in ~~United States~~U.S. generally accepted accounting principles and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management ~~is currently in the process of evaluating~~believes that the impact of ~~adopting~~adoption resulted in enhanced footnote disclosures; however, the adoption did not materially impact the Consolidated Balance Sheets, the Consolidated Statements of Income, the Consolidated Statements of Changes in Stockholders’ Equity, or the Consolidated Statements of Cash Flows. (See Note 15 to these unaudited consolidated financial statements).

At the February 12, 2008 FASB meeting, the Board decided to defer the effective date of Statement 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 is effective for certain non-financial assets and liabilities for fiscal years beginning after November 15, 2008. Non-financial assets and liabilities may include (but are not limited to); (i) non-financial assets and liabilities initially measured at fair value in a business combination, but not measured at fair value in subsequent periods, (ii) reporting units measured at fair value in the first step of a goodwill impairment test described in SFAS No. 142, and (iii) non-financial assets and liabilities measured at fair value in the second step of a goodwill impairment test described in SFAS No. 142.

Accounting for Written Loan Commitments Recorded at Fair Value

On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, “Written Loan Commitments Recorded at Fair Value through Earnings” (“SAB 109”). Previously, SAB 105, “Application of Accounting Principles to Loan Commitments”, stated that in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109 supercedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally-developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment, and SAB 109 retains that view. SAB 109 is effective for derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. The impact of adoption of this ~~Statement on Park’s Consolidated Condensed Financial Statements.~~standard was not material.

~~-18-~~-19-

~~In July 2006,~~Accounting for Business Combinations

On December 4, 2007, the ~~Emerging Issues Task Force (“EITF”) of~~ FASB issued ~~a draft abstract for EITF Issue~~Statement 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 141(R), “Business Combinations” (“SFAS No. ~~106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”. The Task Force concluded~~141(R)”), with the objective to improve the comparability of information that a ~~liability for the benefit obligation under~~company provides in its financial statements related to a business combination and its effects. SFAS No. ~~106 has~~141(R) establishes principles and requirements for how the acquirer (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Statement does not ~~been settled through~~apply to combinations between entities under common control. This Statement applies prospectively to business combinations for which the ~~purchase~~acquisition date is on or after the beginning 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~~first annual reporting period beginning on or after December 15, ~~2007. At September 30, 2007, Park~~2008.

Note 13 —Derivative Instruments

Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and ~~its subsidiary banks owned $119.2 million~~Hedging Activities” (“SFAS No. 133”), as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS No. 133, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value 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 completed its initial evaluationderivatives depends on the intended use of the ~~impact~~derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the ~~adoption~~derivative is initially reported in other comprehensive income (outside of ~~EITF Issue No. 06-4 on Park’s financial statements. Based~~earnings) and subsequently reclassified into earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction.

During the first quarter of 2008, the Company executed a interest rate swap to hedge a $25 million floating-rate subordinated note that was entered into by Park during the fourth quarter of 2007. The Company’s objective in using this derivative is to add stability to interest expense and to manage its exposure to interest rate risk. Our interest rate swap involves the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount.

As of March 31, 2008, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

At March 31, 2008, the derivative’s fair value of ($874,000) was included in other liabilities. No hedge ineffectiveness on the ~~most recent analysis performed by management, if~~cash flow hedge was recognized during the ~~post-retirement benefit for senior officers~~quarter. At March 31, 2008, the variable rate on the $25 million subordinated note was 4.67% (LIBOR plus 200 basis points) and ~~directors~~Park was paying 6.01% (4.01% fixed rate on the interest rate swap plus 200 basis points).

-20-

For the quarter ended March 31, 2008, the change in the fair value of ~~Park and its subsidiaries remain unchanged, Park believes there~~the derivative designated as a cash flow hedge reported other comprehensive income was $568,000 (net of taxes of $306,000). Amounts reported in accumulated other comprehensive income related to derivatives will be ~~a charge of approximately $12 million~~reclassified to ~~stockholders’ equity~~interest expense as interest payments are made on ~~January 1, 2008.~~the Company’s variable-rate debt.

Note 14 –—~~Consolidation~~Guarantees

Pursuant to the requirements of ~~Ohio Banking Operations~~

~~On July 30,~~Financial Accounting Standards Board (“FASB”) Interpretation 45 (“FIN 45”), Park recorded a contingent legal liability of $.9 million during the fourth quarter of 2007. This was a result of an announcement Visa made in the fourth quarter of 2007 that it was establishing litigation reserves for the settlement of a lawsuit and for additional potential settlements with other parties. Park ~~announced~~recorded the contingent legal liability based on Visa’s announcements and Park’s membership interest in Visa. Visa had a ~~plan~~successful initial public offering (“IPO”) during the first quarter of 2008. Visa used a portion of the IPO proceeds to ~~review current processes and identify opportunities to improve efficiency by converting to one operating system. One outcome of this initiative~~fund an escrow account that will be ~~the combination~~used to pay litigation settlements. As a result of the ~~eight banking charters~~IPO, Park was able to reverse the entire litigation liability and recognize as income $.9 million during the first quarter of ~~Park’s Ohio-based subsidiary banks into one national bank charter,~~2008. This is reflected in other income within the unaudited consolidated condensed statement of income.

At the time of the IPO, Park held 132,876 Class B Common Shares of Visa. During the first quarter of 2008, Visa redeemed 51,373 of these shares and paid Park $2.2 million, which was recognized as income in other income within the unaudited consolidated condensed statement of income. The unredeemed shares are recorded at their original cost basis of zero.

Note 15 —Fair Value

SFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 describes three levels of inputs that Park ~~National Bank. Functions~~uses to measure fair value:

	•		Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

	•		Level 2: Level 1 inputs for assets or liabilities that are not actively traded. Also consists of an observable market price for a similar asset or liability. This includes the use of “matrix pricing” used to value debt securities absent the exclusive use of quoted prices.

	•		Level 3: Consists of unobservable inputs that are used to measure fair value when observable market inputs are not available. This could include the use of internally developed models, financial forecasting, etc.

Fair value is defined as the price that would be ~~reviewed as part of this project include, but~~received to sell an asset or transfer a liability between market participants at the balance sheet date. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not ~~limited to: compliance, regulatory reporting, accounting, product development,~~traded in active markets, the Company looks to observable market data ~~processing,~~for similar assets and liabilities. However, certain assets and liabilities are not traded in observable markets and Park must use other valuation methods to develop a fair value. The fair value of impaired loans is based on the fair value of the underlying collateral, which is estimated through third party appraisals or internal estimates of collateral values.

-21-

Assets and Liabilities Measured on a Recurring Basis:

The following table presents financial assets and liabilities measured on a recurring basis:

Fair Value Measurements at Reporting Date Using
(In Thousands)


			Quoted Prices in
			Active Markets For		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable Inputs
Description	03/31/08		(Level 1)		(Level 2)		(Level 3)
Available for Sale Securities	$	1,684,276	$	987	$	1,680,427	$	2,862
Interest Rate Swap		<874>		—		<874>
Total	$	1,683,402	$	987	$	1,679,553	$	2,862

The table below is a reconciliation of the beginning and ending balances of the Level 3 inputs:

Fair Value Measurements at Reporting Date Using
Significant Unobservable Inputs (Level 3)
(In Thousands)



	AFS Securities
Beginning Balance	$	2,969
Total Unrealized (Losses)/Gains Included in Other Comprehensive Income		<107>
Ending Balance	$	2,862

Assets and Liabilities Measured on a Nonrecurring Basis:

The following table presents financial assets and liabilities measured on a nonrecurring basis:

Fair Value Measurements at Reporting Date Using
(In Thousands)

Quoted Prices in

Active Markets For

Significant Other

Significant

Identical Assets

Observable Inputs

Unobservable Inputs

Description

03/31/08

(Level 1)

(Level 2)

(Level 3)

FAS 114 Impaired Loans

87,642

—

87,642

Impaired loans, which are measured for impairment using the fair value of the collateral, had a carrying amount of $92.4 million, with a valuation allowance of $4.8 million, resulting in an additional provision for loan ~~and deposit operations. On August 21, 2007, Park signed an agreement with its data processing vendor~~losses of $1.4 million for the system conversions of the 12 Ohio-based banking subsidiaries and divisions. The contract requires total payments of approximately $700,000; $350,000 of which was prepaid upon the signing of the agreement on August 21, 2007. The entire contract obligation will be expensed ratably, as incurred, over the 15-month period ending December 31, 2008. It is anticipated that using a common operational platform and centralizing certain functions will result in expense reduction due to having fewer operational support positions over the next two years. However, specific reductions in employment have not been determined at this time.

On October 22, 2007, the Compensation Committee of the Board of Directors of Park approved a severance plan known as the Discretionary Employment Transition Policy (“Severance Plan”). Management anticipates that as affected positions are identified in 2008 for elimination, employees will be evaluated to determine if they qualify for the severance package. Park’s Severance Policy provides for the payment of one week of salary for each year of service up to ten years. For each year of service over ten, the Severance Policy will pay out two weeks of salary. The minimum payment for a covered employee will be four weeks of salary. There is no maximum severance payment under this Severance Policy.period.

~~-19-~~-22-

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,~~limitation: deterioration in the asset value of Vision Bank’s loan portfolio may be worse than expected; Park’s ability to execute its business ~~plan;~~plan successfully and within the expected timeframe; 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; general economic and financial market conditions, either national or in the state in which Park and its subsidiaries do business, are less favorable than expected; Park’s ability to ~~execute~~convert its ~~plan to convert~~Ohio-based community banking subsidiaries and divisions to one operating ~~system;~~system and combine their charters; deterioration in credit conditions in the markets in which Park’s subsidiary banks operate; changes in the interest ~~rates;~~rate environment reduce net interest margins; competitive pressures among financial institutions increase significantly; 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; the effect of critical accounting policies and judgments; 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, ~~2006~~2007 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~~2007 Annual Report to Shareholders lists significant accounting policies used in the development and presentation of Park’s consolidated 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.

-23-

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.

Management’s assessment of the adequacy of the allowance for loan losses considers individual impaired loans, pools of homogeneous loans with similar risk characteristics and other environmental risk factors. This assessment is updated on a quarterly basis. The allowance established for individual impaired loans reflects expected losses resulting from analyses developed through specific credit allocations for individual loans. The specific credit allocations are based on regular analyses of commercial, commercial real estate and construction loans where the internal credit rating is at or below a predetermined classification. These analyses involve a high degree of judgement in estimating the amount of loss associated with specific impaired loans.

Pools of homogeneous loans with similar risk characteristics are also assessed for probable losses. A loss migration analysis is performed on certain commercial, commercial real estate and construction loans. These are loans above a fixed dollar amount that are assigned an internal credit rating. Generally, residential real estate loans and consumer loans are not individually graded. The amount of loan loss reserve assigned to these loans is dependent on their net charge-off history.

Management also evaluates the impact of environmental factors which pose additional risks. Such environmental factors include: national and local economic trends and conditions; experience, ability, and depth of lending management and staff; effects of any changes in lending policies and procedures; levels of, and trends in, consumer bankruptcies, delinquencies, impaired loans and charge-offs and recoveries. The determination of this component of the allowance for loan losses requires considerable management judgement.

Park’s recent adoption of SFAS No. 157 (See Note 15 to this Form 10-Q) on January 1, 2008 required management to establish a fair value hierarchy, which has the objective of maximizing the use of observable market inputs. This statement also requires enhanced disclosures regarding the inputs used to calculate fair value. These are classified as Level 1, 2, and 3. Level 3 inputs are those with significant unobservable inputs that reflect a company’s own assumptions about the market for a particular instrument. Some of this could be based on internal models and cash flow analysis. At March 31, 2008, the Level 3 inputs for Park had an aggregate fair value of approximately $91 million. This was 5.11% of the total amount of assets measured at fair value as of the end of the first quarter. The fair value of impaired loans was approximately $88 million (or 97%) of the total amount of Level 3 inputs. The large majority of Park’s Level 2 inputs consist of available for sale (“AFS”) securities. The fair value of these AFS securities is obtained largely by the use of matrix pricing, which is a mathematical technique widely used in the financial services industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.

~~-20-~~-24-

Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgement than most other significant accounting ~~policies.~~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 the impairment assessment of goodwill. ~~At September 30, 2007, Park had core deposit intangibles of $18.3 million subject to amortization and $181.4 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~~cost-effective banking services in a competitive marketplace. The goodwill value ~~of $181.4 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~~cost effective services over sustained periods or significant credit problems 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.~~impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The fair value of the goodwill, which resides on the books of Park’s subsidiary banks, is estimated by reviewing the past and projected operating results for the Park subsidiary banks and banking industry comparable information.

During the fourth quarter of 2007, Park’s management determined that Vision Bank had significant credit problems and concluded that an impairment analysis needed to be done on the goodwill balance at Vision Bank. As a result of this impairment analysis, Vision Bank recorded a goodwill impairment charge of $54.0 million during the fourth quarter of 2007. This ~~evaluation,~~impairment charge reduced the goodwill balance carried on the books of Vision Bank to $55.0 from $109.0 million.

At March 31, 2008, on a consolidated basis, Park had core deposit intangibles of $16.2 million subject to amortization and $127.3 million of goodwill, which iswas not subject to periodic amortization. The core deposit intangibles recorded on the balance sheets of Park’s Ohio-based banks totaled $5.8 million and the core deposit intangibles at Vision Bank were $10.4 million. The goodwill assets carried on the balance sheets of Park’s Ohio-based banks totaled $72.3 million and the goodwill balance at Vision Bank was $55.0 million. During the first quarter of 2008, Park’s management evaluated the goodwill for Park’s Ohio-based banks for impairment and concluded that the fair value of the goodwill for Park’s Ohio-based banks exceeded the carrying value and accordingly was not impaired. An impairment analysis was not performed ~~annually, was performed~~on the goodwill at Vision Bank during the first quarter of ~~2007 and no~~2008 because the impairment ~~charge~~analysis was ~~deemed necessary.~~completed for Vision Bank at year-end 2007. Park’s management will review the goodwill at Vision Bank for impairment during the fourth quarter of 2008.

Comparison of Results of Operations
For the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~

~~Impact of the Vision Acquisition on Park’s Consolidated Financial Statements in 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 September 30, 2007) the consolidated condensed balance sheet item, the total for the balance sheet item for Vision Bank and the total for the balance sheet item without Vision Bank.

Selected Balance Sheet Items
September 30, 2007 December 31, 2006
Consolidated Park Without
(In Thousands) Park Vision Bank Vision Bank Park
Cash and Due from Banks $ 154,472 $ 15,051 $ 139,421 $ 177,990

Total Investment Securities $ 1,735,145 $ 114,260 $ 1,620,885 $ 1,513,498

Loans $ 4,174,652 $ 616,576 $ 3,558,076 $ 3,480,702
Allowance for Loan Losses $ 79,846 $ 9,627 $ 70,219 $ 70,500

Net Loans $ 4,094,806 $ 606,949 $ 3,487,857 $ 3,410,202

Bank Premises and Equipment $ 66,527 $ 18,696 $ 47,831 $ 47,554

Goodwill and Other Intangible Assets $ 199,679 $ 120,504 $ 79,175 $ 78,003

Noninterest Bearing Deposits $ 692,749 $ 71,955 $ 620,794 $ 664,962
Interest Bearing Deposits $ 3,842,423 $ 576,999 $ 3,265,424 $ 3,160,572

Total Deposits $ 4,535,172 $ 648,954 $ 3,886,218 $ 3,825,534

Total Borrowed Money $ 1,276,321 $ 47,606 $ 1,228,715 $ 979,913

Total Assets $ 6,511,136 $ 890,566 $ 5,620,570 $ 5,470,876

~~-21-~~

The following table compares the income statement for the third quarter of 2007 with the income statement for the third quarter of 2006. The 2007 income statement has been adjusted to separately display the impact of Vision Bank which was acquired on March 9, 2007.

Summary Income Statement
(In Thousands)
Quarter Ended
Quarter Ended
September 30, 2007 September 30,
2006
Consolidated Park Without
Park Vision Bank Vision Bank Park
Total Interest and Dividends Income $ 103,766 $ 14,831 $ 88,935 $ 85,290

Total Interest Expense $ 44,350 $ 7,087 $ 37,263 $ 31,728

Net Interest Income $ 59,416 $ 7,744 $ 51,672 $ 53,562

Provision for Loan Losses $ 5,793 $ 2,420 $ 3,373 $ 935

Income from Fiduciary Activities $ 3,614 $ 1 $ 3,613 $ 3,319
Service Charges on Deposit Accounts $ 6,544 $ 482 $ 6,062 $ 5,317
Other Service Income $ 3,231 $ 587 $ 2,644 $ 2,685
Other $ 5,671 $ 51 $ 5,620 $ 5,033

Total Other Income $ 19,060 $ 1,121 $ 17,939 $ 16,354

Gain on Sale of Securities $ — $ — $ — $ 97

Salaries and Employee Benefits $ 24,386 $ 3,239 $ 21,147 $ 20,268
Occupancy Expense $ 2,678 $ 488 $ 2,190 $ 2,275
Furniture and Equipment Expense $ 1,587 $ 343 $ 1,244 $ 1,273
Other Expense $ 14,166 $ 2,119 $ 12,047 $ 11,673

Total Other Expense $ 42,817 $ 6,189 $ 36,628 $ 35,489

Income Before Income Taxes $ 29,866 $ 256 $ 29,610 $ 33,589

Income Taxes $ 8,562 $ 80 $ 8,482 $ 9,784

Net Income $ 21,304 $ 176 $ 21,128 $ 23,805

The following table compares the income statement for the first nine months of 2007 with the income statement for the first nine months of 2006. The 2007 income statement has been adjusted to separately display the impact of Vision Bank from March 9, 2007 through September 30, 2007.

~~-22-~~

Summary Income Statement
(In Thousands)
Nine Months Ended Nine Months Ended
September 30, 2007 September 30, 2006
Park Without
Park Vision Bank Vision Bank Park
Total Interest and Dividends Income $ 297,427 $ 33,342 $ 264,085 $ 249,184

Total Interest Expense $ 122,703 $ 15,264 $ 107,439 $ 88,381

Net Interest Income $ 174,724 $ 18,078 $ 156,646 $ 160,803

Provision for Loan Losses $ 10,879 $ 2,505 $ 8,374 $ 2,402

Income from Fiduciary Activities $ 10,689 $ 1 $ 10,688 $ 10,027
Service Charges on Deposit Accounts $ 17,338 $ 1,057 $ 16,281 $ 14,764
Other Service Income $ 8,665 $ 928 $ 7,737 $ 8,212
Other $ 17,004 $ 391 $ 16,613 $ 15,072

Total Other Income $ 53,696 $ 2,377 $ 51,319 $ 48,075

Gain on Sale of Securities $ — $ — $ — $ 97

Salaries and Employee Benefits $ 71,014 $ 6,981 $ 64,033 $ 59,834
Occupancy Expense $ 7,991 $ 1,093 $ 6,898 $ 6,719
Furniture and Equipment Expense $ 4,503 $ 723 $ 3,780 $ 3,964
Other Expense $ 41,098 $ 4,504 $ 36,594 $ 34,840

Total Other Expense $ 124,606 $ 13,301 $ 111,305 $ 105,357

Income Before Income Taxes $ 92,935 $ 4,649 $ 88,286 $ 101,216

Income Taxes $ 27,058 $ 1,732 $ 25,326 $ 29,718

Net Income $ 65,877 $ 2,917 $ 62,960 $ 71,498

Summary Discussion of Results

Net income ~~decreased~~for the first quarter of 2008 increased by ~~$2.5~~$1.9 million or ~~10.5%~~9.1% to ~~$21.3~~$23.0 million compared to $21.1 million for the first three months ~~ended September 30, 2007 from $23.8 million~~of 2007. Diluted earnings per share increased by $.16 or 10.7% to $1.65 for the first quarter of 2008 compared to $1.49 for the same period in ~~2006. For the nine months ended September 30, 2007, net income decreased by $5.6 million or 7.9% to $65.9 million from $71.5 million for the same period in 2006.~~ 2007.

The annualized net income to average asset ratio (ROA) was ~~1.35% and 1.46%~~1.42% for the ~~three~~first quarter of 2008 and ~~nine month periods ended September 30, 2007 compared to 1.77% and 1.78%~~was 1.51% for the same ~~periods~~period in ~~2006.~~2007. The annualized net income to average equity ratio (ROE) was ~~13.69% and 14.33%~~16.02% for the first three months of 2008 and ~~nine month periods ended September 30, 2007 compared to 17.66% and 17.73%~~was 14.58% for the three and nine month periods ended September 30, 2006. The reduction in net income for both periods was largely due to the increase in the loan loss provision, which increased $4.9 million and $8.5 million for eachfirst quarter of ~~the three and nine month periods ended September 30, 2007, respectively, compared to the same periods in 2006.~~2007.

~~-23-~~-25-

The annualized net income to average tangible realized equity ratio (ROTRE) was 18.89% and 18.74% for the three and nine month periods ended September 30, 2007 and 19.06% and 19.35% for the same periods in 2006.

Diluted earnings per share decreased by 12.3% to $1.50 for the three month period ended September 30, 2007 compared to $1.71 per share for the same period in 2006. Diluted earnings per share for the nine months ended September 30, 2007 was $4.61, a decrease of 9.8% from $5.11 for the same nine month period in 2006.

Park’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate Park’s performance. Specifically, management reviews ~~ROTRE~~return on average tangible realized equity (ROTRE) and has included in this Quarterly Report on Form 10-Q information relating to ROTRE for the three-month ~~and nine-month~~ periods ended ~~September 30, 2007~~March 31, 2008 and ~~2006.~~2007. For purposes of calculating the non-GAAP financial measure of ROTRE, annualized net income for each period is divided by average tangible realized equity during the period. Average tangible realized equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period and (ii) average accumulated other comprehensive income (loss), net of taxes, during the period. Management believes that ROTRE presents a meaningful view of Park’s operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and unrealized gains and losses arising from mark-to-market accounting for the fair market value of investment securities.

Reconciliation of average stockholders’ equity to average tangible realized equity:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30, 2007				September 30, 2007				March 31,
	2007		2006		2007		2006
(In Thousands)									2008		2007
Average Stockholders’ Equity	$	617,483	$	534,805	$	614,612	$	539,102	$	576,879	$	585,702
Less: Avg. Goodwill and Other Intangible Assets		197,776		67,676		168,734		68,309		<144,119>		<108,794>
Plus: Avg. Accumulated Other Comprehensive Loss, Net of Taxes		27,616		28,471		24,167		23,203

Plus: Avg. Accumulated Other Comprehensive (Income) Loss, Net of Taxes										<7,306>		22,810
Average Tangible Realized Equity	$	447,323	$	495,600	$	470,045	$	493,996	$	425,454	$	499,718

Vision Bank-Summary Income Statement
For the Three Months Ended March 31, 2008 and March 31, 2007


	(In Thousands)
							%
	2008		2007		Change		Change
Net Interest Income	$	6,846	$	2,075	$	4,771		229.9	%
Provision for Loan Losses		4,800		—		4,800
Other Income		1,082		266		816		306.8	%
Other Expense		6,128		1,405		4,723		336.2	%

Income (Loss) Before Taxes		<$3,000>	$	936		<$3,936>		<420.5%>

Income Taxes		<1,168>		356		<1,524>		<428.1%>

Net Income (Loss)		<$1,832>	$	580		<$2,412>		<415.9%>

Vision Bank continued to have significant credit problems during the first quarter of 2008, as net loan charge-offs were $5.5 million or an annualized 3.37% of average loans. The ~~following table summarizes the change in net income~~large loan loss provision of $4.8 million generated a $1.8 million loss for the first three months of 2008.

Park Excluding Vision Bank-Summary Income Statement
For the Three Months Ended March 31, 2008 and ~~nine month periods ended September 30,~~March 31, 2007


	(In Thousands)
							%
	2008		2007		Change		Change
Net Interest Income	$	54,638	$	52,823	$	1,815		3.4	%
Provision for Loan Losses		2,594		2,205		389		17.6	%
Other Income		19,957		15,908		4,049		25.5	%
Gain on Sale of Securities		309		—		309		—
Other Expense		37,149		37,904		<755>		<2.0%>

Income Before Taxes	$	35,161	$	28,622	$	6,539		22.8	%

Income Taxes		10,351		8,139		2,212		27.2	%

Net Income	$	24,810	$	20,483	$	4,327		21.1	%

Income before taxes increased by $6.5 million or 22.8% to $35.2 million for the first quarter of 2008 compared to the same ~~periods~~period in ~~2006.~~

September 30, 2007 compared to
September 30, 2006
Three Months Nine Months
Increase in Net Interest Income $ 5,854 $ 13,921
Increase in Provision for Loan Losses <4,858 > <8,477 >
Increase in Other Income 2,706 5,621
Decrease in Gain on Sale of Securities <97 > <97 >
Increase in Other Expense <7,328 > <19,249 >
Decrease in Income Before Taxes <3,723 > <8,281 >
Decrease in Income Taxes 1,222 2,660
Decrease in Net Income $ <2,501 > $ <5,621 >

~~The acquisition~~2007 for Park excluding Vision Bank. Approximately $3.1 million or 48% of ~~Vision on March 9, 2007 contributed~~the increase in income before taxes was due to the ~~increases in net interest income, provision for loan losses,~~successful completion of the Visa initial public offering.

Park’s Ohio-based banks recognized $3.1 million of other income ~~and other expenses for~~during the ~~three and nine month periods ended September 30, 2007. At the same time, net interest income was reduced~~first quarter of 2008 as a result of the Visa initial public offering. The Ohio-based banks received $2.2 million in cash ~~payment~~from Visa and also recognized $.9 million in income due to ~~Vision shareholders and~~ the ~~assumption~~elimination of ~~debt from~~ the ~~Vision acquisition.~~contingent liability reserve for Visa litigation claims, which was established during the fourth quarter of 2007.

-27-

Net Interest Income Comparison for the ~~Third~~First Quarter of ~~2007~~2008 and ~~2006~~2007

Net interest income (the difference between total interest income and total interest expense) is Park’s principal source of earnings, making up approximately ~~75.7%~~74.2% of total ~~revenues~~revenue for the ~~three month period ending September 30, 2007~~first quarter of 2008 and ~~76.5%~~77.2% of total ~~revenues~~revenue for ~~2007 year to date.~~the first quarter of 2007. Net interest income increased by ~~10.9%~~$6.6 million or 12.0% to ~~$59.4~~$61.5 million for the first three months ~~ended September 30, 2007 from $53.6~~of 2008 compared to $54.9 million for the same period in ~~2006.~~2007. The large increase in net interest income for 2008 compared to 2007 was due to the acquisition of Vision Bank. Park acquired Vision Bank ~~contributed $7.7 million~~on March 9, 2007 and as a result only 23 days of net interest income ~~during~~was included in the ~~third~~first quarter ~~which represents a reduction in Vision’s contribution from the second quarter by $0.6 million. This reduction in Vision’s~~of 2007. Vision Bank generated net interest income ~~while loan balances~~of $6.85 million during the first quarter of 2008, compared to $2.1 million for the partial first quarter of 2007. Excluding Vision Bank, net interest income increased by $1.8 million or 3.4% to $54.6 million for the first quarter of 2008 compared to $52.8 million for the first quarter of 2007.

The tax equivalent net interest margin (annualized tax equivalent net interest income divided by average interest earning assets) was 4.19% for the first quarter of 2008 and 4.31% for the first quarter of 2007. The tax equivalent net interest margin for Vision Bank was 3.60% for the first quarter of 2008 compared to 5.11% for the first quarter of 2007. Excluding Vision Bank, the tax equivalent net interest margin was 4.28% for both the first quarter of 2008 and the first quarter of 2007.

The large decline in the net interest margin of Vision Bank for the first quarter of 2008 compared to the first quarter of 2007 was primarily due to the large increase in ~~non-accrual~~nonaccrual loans. For loans which are placed on nonaccrual status, it is Park’s policy to reverse interest previously accrued on the loan against interest income. Interest on such loans is thereafter recorded on a cash basis and ~~the resulting write-off~~is included in earnings only when actually received in cash and when full payment of ~~$403,000~~principal is no longer doubtful. At March 31, 2008, Vision Bank’s nonaccrual loans were $59.0 million or 8.87% of ~~accrued interest income during the third quarter. Vision’s contribution was also reduced by $1.4~~total loans, compared to $6.9 million ~~due~~or 1.16% of total loans at March 31, 2007. Excluding Vision Bank, nonaccrual loans were $46.6 million or 1.30% of total loans at March 31, 2008, compared to ~~the interest expense pertaining to cash paid and debt assumed~~$27.4 million or .78% of total loans at ~~the time of the acquisition. Without Vision, net interest income would have decreased by $440,000, or 0.8%.~~March 31, 2007.

~~-25-~~

The following table compares the average balance sheet and tax equivalent ~~yield/cost for~~yield on interest earning assets and the cost of interest bearing liabilities for the ~~third~~first quarter of ~~2007~~2008 with the same quarter in ~~2006.~~2007.


Three Months Ended September 30,
Three Months Ended March 31,												Three Months Ended March 31,
(In Thousands)	2007							2006							2008						2007
			Tax						Tax				Average			Tax			Average			Tax
	Average		Equivalent			Average			Equivalent				Balance			Equivalent %			Balance			Equivalent %
	Balance		%			Balance			%
Loans	$	4,115,617		8.11	%	$	3,367,532			7.77	%		$	4,229,423			7.53	%	$	3,631,168			7.97	%
Taxable Investments		1,499,233		4.98	%		1,501,592			4.87	%			1,644,411			5.06	%		1,492,642			5.04	%
Tax Exempt Investments		63,689		6.68	%		75,184			6.72	%			56,236			6.74	%		68,641			6.78	%
Money Market Instruments		16,800		5.23	%		7,621			5.74	%			11,500			3.47	%		23,396			5.09	%

Interest Earning Assets	$	5,695,339		7.26	%	$	4,951,929			6.87	%		$	5,941,570			6.83	%	$	5,215,847			7.10	%

Interest Bearing Deposits	$	3,837,602		3.39	%	$	3,200,769			2.77	%		$	3,768,060			2.83	%	$	3,376,488			3.08	%
Short-Term Borrowings		545,844		4.71	%		384,183			4.42	%			571,553			3.34	%		357,052			4.45	%
Long-Term Debt		474,025		4.29	%		473,948			4.30	%			771,655			4.00	%		606,736			4.24	%

Interest Bearing Liabilities	$	4,857,471		3.62	%	$	4,058,900			3.10	%		$	5,111,268			3.07	%	$	4,340,276			3.36	%
Excess Interest Earning Assets	$	837,868				$	893,029						$	830,302			—		$	875,571			—
Net Interest Spread				3.64	%					3.77	%						3.76	%					3.74	%
Net Interest Margin				4.17	%					4.33	%						4.19	%					4.31	%

Average interest earning assets for the ~~third~~first quarter ~~ended September 30, 2007~~of 2008 increased by ~~$743~~$726 million or ~~15.0%~~13.9% to ~~$5,695~~$5,942 million compared to ~~$4,952~~$5,216 million for the same period in ~~2006. The increase was due to~~2007. Vision Bank accounted for most of the ~~$748 million~~ increase in average ~~loans outstanding during~~interest earning assets. Vision Bank had $768 million of average interest earning assets in the ~~period.~~

~~Average loans increased by $748 million or 22.2%~~first quarter of 2008 compared to ~~$4,116~~$165 million for the first quarter ~~ended September 30, 2007 from $3,368 million~~of 2007. The average yield on interest earning assets decreased by 27 basis points to 6.83% for the first three months of 2008 compared to 7.10% for the same period in ~~2006.~~2007.

Average interest bearing liabilities for the first quarter of 2008 increased by $771 million or 17.8% to $5,111 million compared to $4,340 million for the first three months of 2007. Vision Bank had $680 million of average ~~loans~~interest bearing liabilities for the first quarter of $611 million, which was up slightly from $596 million at the time of the acquisition. Excluding the impact of acquisitions during 2007, loans have increased $39 million or 1.5% annualized. Management anticipates loans2008 compared to ~~increase approximately $20~~$138 million for the ~~fourth~~first quarter of 2007. The average cost of interest bearing liabilities decreased by 29 basis points to 3.07% for the first three months of 2008 compared to 3.36% for the same period in 2007.

Interest Rates

The Federal Open Market Committee of the Federal Reserve aggressively lowered the targeted federal funds rate during the first quarter of 2008 by 200 basis points from 4.25% to 2.25%. The average federal funds rate was 3.18% for the first three months of 2008 compared to 5.25% for the first quarter of 2007.


	~~Amount~~
~~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~~
~~Growth in Loans~~		~~36,804~~
~~June 30, 2007~~		~~4,125,487~~
~~Acquisition of Branch~~		~~38,120~~
~~Growth in Loans~~		~~11,045~~
~~September 30, 2007~~		~~4,174,652~~

The average prime lending rate was 6.21% for the first three months of 2008 compared to 8.25% for the first quarter of 2007.

The average interest rate on a five year U.S. Treasury note was 2.75% for the first quarter of 2008 compared to 4.65% for the first quarter of 2007.

Discussion of Loans, Investments, Deposits and Borrowings

Total loans outstanding at March 31, 2008 were $4,253 million compared to $4,089 million at March 31, 2007, an increase of approximately $164 million or 4.0%. Vision Bank produced an increase in loans of $67 million or 11.3% and Park’s Ohio-based banks increased loans by $97 million or 2.8% for the twelve months ended March 31, 2008.

Loan balances increased by approximately $29 million during the first quarter of 2008, with $26 million of the increase coming at Vision Bank. On an annualized basis, loans grew by 2.8% during the first quarter of 2008. In Park’s 2007 Annual Report, management projected that loans would grow by 2% to 3% during 2008. Park’s management continues to project that loans will increase by 2% to 3% in 2008.

The yield on loans decreased by 44 basis points to 7.53% for the first quarter of 2008 compared to 7.97% for the first quarter of 2007. Management expects that the yield on loans will continue to decrease in 2008 due to the 200 basis point decrease in the prime lending rate during the first quarter of 2008.

Park’s management purchased approximately $360 million of taxable investment securities during the first quarter of 2008. These investment securities were all U.S. Government Agencies* and were purchased at a yield of approximately 4.90% with an expected average life of about 3.6 years. Most of the securities were seasoned 15 year mortgage-backed securities with a weighted average maturity of about 12 years. On an amortized cost basis, the total investment portfolio increased by approximately $232 million during the first quarter of 2008 to $1,933 million at March 31, 2008. The tax equivalent yield on Park’s investment portfolio was 5.07% at March 31, 2008.

^*Management uses U.S. Government Agencies interchangeably with U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities.

~~-26-~~-29-

The average yield on the loan portfolio was 8.11% for the quarter ended September 30, 2007 compared to 7.77% for the same period in 2006. Even with the write-off of non-accrual loan interest income of $403,000, Vision loans yielded 8.87% during the quarter. Excluding Vision Bank, loans would have yielded 7.97% for the three months ended September 30, 2007. Management expects that the average yield on the loan portfolio will decrease slightly during the fourth quarter of 2007, as a result of the decrease in the prime rate of 50 basis points to 7.75% on September 18, 2007.

Average investment securities, including money market instruments, were $1,580 million for the third quarter of 2007 compared to $1,584 million for the third quarter of 2006. The following table compares the average 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.

September June March December September
(Dollars in Thousands) 2007 2007 2007 2006 2006
Average Investment Securities $ 1,579,722 $ 1,559,980 $ 1,584,679 $ 1,559,663 $ 1,584,397
Average Federal Funds Rate 5.07 % 5.25 % 5.25 % 5.25 % 5.25 %
Average Five Year Treasury Rate 4.50 % 4.76 % 4.65 % 4.60 % 4.84 %

~~We experienced significant changes in interest rates during the quarter ended September 30, 2007. Rates changed as follows:~~

United States Treasury Rates
Federal Funds Six Months Two Year Five Year Ten Year
June 29, 2007 5.25 % 4.94 % 4.86 % 4.92 % 5.02 %
September 28, 2007 4.75 % 4.08 % 3.98 % 4.24 % 4.59 %
Change
<.50 %> <.86 %> <.88 %> <.68 %> <.43 %>

Park took advantage of the change in market conditions in August 2007 (as shown in the above table) and purchased $356 million in investment securities during that month. Typically, the investments purchased by Park yield 50 to 75 basis points more than a five year U.S. Treasury security. However, in August, the spreads between mortgage-backed securities and U.S. Treasuries with the same maturity grew to 140 basis points. The investments purchased in August have a weighted average yield of 5.71%.

~~The average~~ yield on taxable investment securities was ~~4.98%~~5.06% for the ~~third~~first quarter of ~~2007~~2008 compared to ~~4.87%~~5.04% for the same period in ~~2006.~~2007. The tax equivalent yield on tax exempt investment securities was ~~6.68%~~6.74% for the ~~third quarter~~first three months of ~~2007~~2008 compared to ~~6.72%~~6.78% for the same period in ~~2006. No~~2007. On a combined basis, the tax ~~exempt~~equivalent yield on total investment securities ~~were purchased~~was 5.12% for both the first quarter of 2008 and the first quarter of 2007.

Management expects that the average balance of the total investment portfolio will increase to approximately $1,860 million during the ~~past year.~~second quarter of 2008 compared to the average balance for the first quarter of 2008 of $1,701 million. Management expects that the tax equivalent yield on the total investment portfolio will decrease to approximately 4.95% for the second quarter of 2008 compared to 5.12% for the first quarter of 2008.

~~Average interest~~Interest bearing ~~liabilities have increased~~deposit account balances decreased by ~~$798~~$25 million or ~~19.7%~~.7% to ~~$4,857~~$3,809 million ~~for the three months ended September 30, 2007 from $4,059~~at March 31, 2008 compared to $3,834 million ~~for the same period in 2006.~~at March 31, 2007. The average ~~cost of interest bearing liabilities has increased to 3.62% for the third quarter 2007 from 3.10% for the same period in 2006.~~

~~-27-~~

~~For the three months ended September 30, 2007, average~~rate paid on interest bearing deposits decreased by 25 basis points to 2.83% for the first quarter of 2008 compared to 3.08% for the first quarter of 2007. Management expects the average rate paid on deposits will continue to decrease in 2008 due to the large decrease in market interest rates in the first quarter of 2008.

Interest bearing deposit account balances increased by ~~$637~~$65 million during the first quarter of 2008 to $3,809 million at March 31, 2008 compared to $3,744 million at December 31, 2007. Noninterest bearing deposit account balances increased by $16 million during the first quarter of 2008 to $711 million at March 31, 2008 compared to $695 million at December 31, 2007. In Park’s 2007 Annual Report, management projected that total deposit balances would increase by 1% to 2% during 2008. Park’s management continues to expect modest deposit growth of 1% to 2% during 2008.

Total borrowings increased by $570 million or ~~19.9%~~56.4% to ~~$3,838~~$1,581 million ~~from $3,201~~at March 31, 2008 compared to $1,011 million at March 31, 2007. The average rate paid on total borrowings decreased by 60 basis points to 3.72% for the ~~same period in 2006. The average cost~~first quarter of ~~interest bearing deposits was 3.39%~~2008 compared to 4.32% for the ~~third~~first quarter ~~2007~~of 2007. Management expects that the average interest rate paid on total borrowings will continue to decrease in 2008 as a result of the 200 basis point reduction in the federal funds rate during the first quarter of 2008.

Total borrowings increased by $191.7 million or 13.8% during the first quarter of 2008 to $1,581 million at March 31, 2008 compared to ~~2.77% for the same quarter in 2006. Vision Bank had average interest bearing deposits for the third quarter of $566~~$1,390 million ~~with an average cost of 4.81%. Excluding the impact of Vision Bank,~~at December 31, 2007. This increase was primarily needed to fund the increase in ~~cost of~~the investment portfolio.

Guidance on Net Interest Income for 2008

Management provided guidance in Park’s 2007 Annual Report that net interest ~~bearing deposits~~income for 2008 would be approximately $240 to $242 million, the tax equivalent net interest margin would be approximately 4.10% and that average interest earning assets for the ~~third~~year would be approximately $5,900 million.

The actual results for the first quarter ~~2007 compared~~of 2008 were better than management’s guidance. Net interest income was $61.5 million, which annualized would be about $246 to ~~the same period in 2006 would have been 37 basis points, which came from a blend of both interest paying demand accounts and certificates of deposits.~~

~~Average total borrowings increased by $162 million or 18.8% to $1,020~~$247 million for the third quarter of 2007 compared to $858 million for the same period in 2006. The average cost of these borrowings for the three months ended September 30, 2007 was 4.51% compared to 4.35% for the same period in 2006. In September 2007, Park entered into new borrowing arrangements for $150 million with a weighted average rate of 4.01%, repricing terms that vary from six to twelve months, and final maturities of 10 years. In addition, at the end of September 2007, Park entered into a $100 million short-term advance with the Federal Home Loan Bank, with a rate of 4.75% and a four month maturity.

The net interest spread (the difference between the yield on interest earnings assets and the cost of interest bearing liabilities) decreased to 3.64% for the three months ended September 30, 2007 from 3.77% for the same period in 2006.2008. The tax equivalent net interest margin ~~(defined as~~was 4.19% and average interest earning assets were $5,942 million for the first quarter of 2008. Management did not anticipate having the opportunity to purchase U.S. Government Agency securities at an average yield of 4.90% during the first quarter of 2008 and funding the purchases with a borrowing rate of below 3.00%. The most recent projection by management indicates that net interest income ~~divided by~~for 2008 will be between $247 to $250 million. The tax equivalent net interest margin is forecast to be approximately 4.15% for 2008 and average interest earning ~~assets) decreased by 16 basis points~~assets are projected to 4.17% for the three months ended September 30, 2007 from 4.33% for the same quarter in 2006. The net interest margin was 4.32% for the second quarter of 2007. The increase in the cost of interest bearing deposits to 3.39% for the third quarter of 2007 from 2.77% for the same period in 2006 was the most influential factor contributing to the reduction in net interest margin.

~~Net Interest Income Comparison for the First Nine Months of 2007 and 2006~~

~~Net interest income for the nine month period ending September 30, 2007 increased by $13.9 million or 8.7% to $174.7 million compared to $160.8~~be approximately $6,020 million for ~~the same period in 2006.~~2008.

~~-28-~~-30-

The following table compares the average balance and the annualized tax equivalent yield/cost for interest earning assets and interest bearing liabilities for the first nine months of 2007 with the same period in 2006.

Nine Months Ended September 30,
(In Thousands) 2007 2006
Tax Tax
Average Equivalent Average Equivalent
Balance % Balance %
Loans $ 3,948,942 8.09 % $ 3,339,023 7.58 %
Taxable Investments 1,488,163 5.00 % 1,552,156 4.91 %
Tax Exempt Investments 66,405 6.69 % 79,181 6.91 %
Money Market Instruments 20,207 5.30 % 8,143 5.47 %

Interest Earning Assets $ 5,523,717 7.23 % $ 4,978,503 6.74 %

Interest Bearing Deposits $ 3,678,205 3.28 % $ 3,162,824 2.51 %
Short-Term Borrowings 426,768 4.59 % 375,014 4.10 %
Long-Term Debt 559,656 4.27 % 555,163 4.24 %

Interest Bearing Liabilities $ 4,664,629 3.52 % $ 4,093,001 2.89 %
Excess Interest Earning Assets $ 859,088 $ 885,502
Net Interest Spread 3.72 % 3.85 %
Net Interest Margin 4.26 % 4.36 %

Average interest earning assets increased by $545 million or 11.0% to $5,524 million for the three quarters ended September 30, 2007 compared to $4,979 million for the same period in 2006. The acquisition of Vision Bank made up $521 million of this increase.

Average loans for the nine months ended September 30, 2007 increased by $610 million or 18.3% to $3,949 million compared to $3,339 for the same period in 2006. The tax equivalent yield on loans for the three quarters ended September 30, 2007 was 8.09% compared to 7.58% for the same period in 2006. This 51 basis point increase in loan yield was due in large part to the Vision acquisition. The Vision loans have yielded 9.13% during the period from March 9, 2007 to September 30, 2007.

Average investment securities, including money market investments, decreased by $64 million or 3.9% to $1,575 million for the nine month period ended September 30, 2007 compared to $1,639 million for the same period in 2006. The average yield on the investment portfolio for the first nine months of 2007 was 5.07% compared to 5.01% for the same period in 2006. The yield on the investment portfolio is projected by management to remain fairly constant for the last quarter of 2007.

Average interest bearing liabilities have increased by $572 million or 14.0% to $4,665 million for the nine months ended September 30, 2007 compared to $4,093 million for the three quarters ended September 30, 2006. The average cost of interest bearing liabilities has increased by 63 basis points to 3.52% for the year to date period ended September 30, 2007 compared to 2.89% for the same period in 2006. The average cost of interest bearing liabilities for Vision was 4.79% for the period from March 9, 2007 through September 30, 2007.

~~-29-~~

Average interest bearing deposits have increased to $3,678 million for the nine month period ended September 30, 2007 from $3,163 million for the same period in 2006, which is an increase of $515 million or 16.3%. The average cost of interest bearing deposits has increased by 77 basis points to 3.28% for the nine months ended September 30, 2007 compared to 2.51% for the same period in 2006. The average cost of the Vision Bank interest bearing deposits for the period from March 9, 2007 through September 30, 2007 was 4.78%, which is 150 basis points higher than the Park average.

Average total borrowings, year to date 2007, were $986 million compared to $930 million for the same period last year. The average cost of total borrowed money was 4.41% for the first nine months of 2007 compared to 4.18% for the same period in 2006. Management expects the average cost of borrowings to decrease during the remaining three months of 2007.

The net interest spread has decreased 13 basis points to 3.72% for the three quarters ended September 30, 2007 compared to 3.85% for the nine months ended September 30, 2006. The net interest margin decreased by 10 basis points to 4.26% for the nine month period ended September 30, 2007 compared to 4.36% for the same period in 2006.

~~Each month, management projects Park’s financial statements for the remainder of the 2007 fiscal year.~~

~~Management currently anticipates the following in its current forecast:~~

	•		~~The federal funds rate decreases 50 basis points by December 31, 2007.~~

	•		~~The yield curve continues to be flat to inverted with Treasury bill rates lower than the over-night federal funds rate.~~

	•		~~Total loans outstanding will increase at an annual growth rate of between 2% to 3% for the last quarter of 2007.~~

	•		~~Investment securities are expected to increase slightly.~~

	•		~~Total deposits will remain flat for the last quarter of 2007.~~

	•		~~The net interest margin is expected to decrease slightly for the last quarter of the year.~~

Provision for Loan Losses

The provision for loan losses increased by ~~$4.9~~$5.2 million or ~~520%~~235.3% to ~~$5.8~~$7.4 million for the first three months ~~ended September 30, 2007~~of 2008 compared to ~~$935,000~~$2.2 million for the ~~same period in 2006.~~first quarter of 2007. Net loan charge-offs were ~~$5.9~~$8.6 million for the ~~third~~first quarter of ~~2007~~2008 compared to ~~$935,000~~$2.2 million for the ~~same period in 2006. Net~~first quarter of 2007. On an annualized basis, net loan charge-offs were ~~0.56% and 0.11% as a percentage~~.82% of average loans ~~on an annualized basis~~ for the ~~third quarter 2007~~first three months of 2008 and ~~2006, respectively. Net~~.25% of average loans ~~charge-offs for Vision Bank were $2.3 million~~ for the ~~third quarter.~~first quarter of 2007.

The ~~year to date~~ provision for loan losses was ~~$10.9 million, an increase of $8.5 million or 353% from $2.4~~$2.6 million for Park’s Ohio-based banks and $4.8 million for Vision Bank for the ~~same period in 2006. Similarly,~~first quarter of 2008. Net loan charge-offs were $3.1 million for Park’s Ohio-based banks and $5.5 million for Vision Bank for the first three months of 2008. On an annualized basis, net loan charge-offs ~~increased by $8.5 million to $10.9 million for the nine month period ended September 30, 2007 compared to $2.4 million for the same period in 2006. Net loan charge-offs as an annualized percentage~~were .35% of average loans ~~were 0.37%~~for Park’s Ohio-based banks and ~~0.10%~~3.37% of average loans for Vision Bank for the ~~year to date periods ending September 30, 2007 and 2006, respectively.~~first quarter of 2008.

~~-30-~~

~~The reserve for~~Park’s annualized net loan ~~losses as a percentage of outstanding loans at September 30, 2007 was 1.91% compared to 1.94% at June 30, 2007, 2.03% at December 31, 2006 and 2.06% at September 30, 2006. For~~charge-off ratio for the past ~~several quarters, the provision~~five years has been .55% for 2007, .12% for 2006, .18% for 2005, .28% for 2004 and .43% for 2003. For 2007, Park’s Ohio-based banks had an annualized net loan ~~losses has closely followed~~charge-off ratio of .39% and Vision Bank had an annualized net ~~charge-offs.~~ loan charge-off ratio of 1.71% for 2007.

Nonperforming loans, defined as loans that are 90 days past due, nonaccrual and renegotiated loans were ~~$66.2~~$111.3 million or ~~1.58% of loans at September 30, 2007, $42.4 million or 1.03% at June 30, 2007, $40.6 million or 0.99%~~2.62% of loans at March 31, ~~2007, $32.9~~2008, $108.5 million or ~~0.95%~~2.57% of loans at December 31, ~~2006,~~2007 and ~~$29.0~~$40.6 million or ~~0.85%~~.99% of loans at ~~September 30, 2006. Nonaccrual~~March 31, 2007. The nonperforming loan totals for Park’s Ohio-based banks were $51.8 million or 1.44% of loans at March 31, 2008, $45.0 million or 1.26% of loans at December 31, 2007 and $33.7 million or .97% of loans at March 31, 2007. The nonperforming loan totals for Vision Bank were $59.5 million or 8.94% of loans at March 31, 2008, $63.5 million or 9.86% of loans at December 31, 2007 and $6.9 million or 1.16% of loans at March 31, 2007. The non-performing loan totals have ~~increased~~been written down on a timely basis by ~~$42.0~~management. Partial charge-offs of $3.8 million ~~during~~and $9.0 million have been taken on these loans for the ~~first nine months~~Ohio-based banks and Vision Bank, respectively, as of March 31, 2008.

Other real estate owned was $20.1 million at March 31, 2008, compared to $13.4 million at December 31, 2007 ~~$22.7~~and $4.6 million at March 31, 2007. Vision Bank had other real estate owned of ~~the~~$13.7 million at March 31, 2008 compared to $0 at March 31, 2007. Management expects that other real estate owned will increase ~~coming~~ in the second and third ~~quarter.~~quarters of 2008 as Vision Bank ~~added $18.2~~management works through their non-performing loans.

The reserve for loan losses as a percentage of outstanding loans was 2.02% at March 31, 2008, 2.06% at December 31, 2007 and 1.95% at March 31, 2007.

Management provided guidance in Park’s 2007 Annual Report that the loan loss provision for 2008 would be $20 to $25 million ~~of commercial loans to their nonaccrual loans during the third quarter, bringing its total nonaccrual commercial loans to $24.5 million.~~

~~Park’s annualized net loan charge-off ratio for the past five years has been 0.12% for 2006, 0.18% for 2005, 0.28% for 2004, 0.43% for 2003,~~ and ~~0.48% for 2002 for a five year average of 0.30%. Management expects~~ that the annualized net loan charge-off ratio ~~similar~~would be approximately .45% to ~~the third quarter 2007, will remain at a level greater than the five year average~~.55%. The actual results for the ~~foreseeable future. It~~first three months of 2008 were higher than anticipated as the loan loss provision was $7.4 million and the annualized net loan charge-off ratio was .82%. In addition, nonperforming loans increased slightly during the first quarter of 2008 to 2.62% of loans at March 31, 2008 compared to 2.57% of loans at December 31, 2007. The most current projection by Park’s management indicates that the loan loss provision for 2008 will be $25 to $30 million and that the annualized net loan charge-off percentage for 2008 will be .55% to .70%. Management expects a reduction in the annualized net loan charge-off percentage for Vision Bank for the last three quarters of 2008. The annualized net loan charge-off percentage for Park’s Ohio-based banks is ~~unknown~~expected to ~~what degree our markets could continue to see declines in credit conditions. However, we do not expect significant improvements until some time in 2008 or after.~~remain about the same for the next three quarters.

-31-

Total Other Income

Total other income for the ~~third~~first quarter of 2008 was $21.0 million, an increase of $4.865 million or 30.1% from total other income of $16.2 million for the first quarter of 2007. The primary reason for the increase in total other income was due to $3.1 million of other income that was recognized by Park’s Ohio-based banks resulting from the successful completion of the initial public offering by Visa during March 2008. Total other income also increased as Vision Bank’s total other income in the first quarter of 2007 was ~~$19.1 million, an increase of $2.7 million or 16.5%~~only included from the ~~$16.4 million~~date of income recognized for the same period in 2006. In addition, total other income increased $5.6 million or 11.7% to $53.7 million for the nine months ended September 30, 2007 compared to $48.1 million for the same period in 2006.acquisition on March 9, 2007. Total other income for Vision Bank ~~was~~increased by $816,000 to $1.1 ~~million and $2.4~~ million for the ~~three and nine month periods ended September 30, 2007, respectively.~~first quarter of 2008 compared to $.3 million for the first quarter of 2007.

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

(In Thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 Change 2007 2006 Change
Fees from Fiduciary Activities $ 3,614 $ 3,319 $ 295 $ 10,689 $ 10,027 $ 662
Service Charges on Deposit Accounts 6,544 5,317 1,227 17,338 14,764 2,574
Nonyield Loan Fees 3,231 2,685 546 8,665 8,212 453
Check Card and ATM Fee Income 2,652 2,207 445 7,584 6,381 1,203
CSV Life Insurance 1,163 981 182 3,141 2,979 162
Other Income 1,856 1,845 11 6,279 5,712 567

Total $ 19,060 $ 16,354 $ 2,706 $ 53,696 $ 48,075 $ 5,621


	Three Months Ended
(In Thousands)	March 31,
	2008		2007		Change
Income from Fiduciary Activities	$	3,573	$	3,504	$	69
Service Charges on Deposits		5,784		4,847		937
Other Service Income		3,077		2,505		572
Other		8,605		5,318		3,287

Total Other Income	$	21,039	$	16,174	$	4,865

-32-

The ~~increase~~following table breaks out the change in total other income ~~for~~between Park’s Ohio-based operations and Vision Bank.


	Three Months Ended
	March 31, 2008
Change in Other Income	Ohio-Based		Vision
(In Thousands)	Other Income		Bank		Total
Income from Fiduciary Activities	$	64	$	5	$	69
Service Charges on Deposits		470		467		937
Other Service Income		230		342		572
Other		3,285		2		3,287

	$	4,049	$	816	$	4,865

The $3.1 million of income recognized in connection with the ~~three~~Visa initial public offering in 2008 is included in the subcategory of “other income”.

Management provided guidance in Park’s 2007 Annual Report that total other income would be between $75.9 million and ~~nine month periods ended September 30, 2007 was primarily due to service charges on deposit accounts, nonyield loan fees, and check card and ATM fee income.~~

~~Service charges on deposits increased $1.2 million to $6.5~~$77.4 million for ~~the quarter ended September 30, 2007 and increased $2.6 million~~2008. Management continues to $17.3 million for the nine months ended September 30, 2007. Service charges from Vision Bank were $482,000 and $1.1 million for the three and nine month periods ended September 30, 2007, respectively. The remainder of the increase for both the three and nine month periods compared to 2006 was due to the increase in non-sufficient funds (NSF) charges and overdraft charges.

Check card and ATM fee income has increased $445,000 to $2.7 million for the three months ended and increased $1.2 million to $7.6 million for the nine months ended September 30, 2007. Vision Bank contributed $114,000 and $252,000 for the three and nine month periods ended September 30, 2007, respectively.

Nonyield loan fees increased by $546,000 to $3.2 million for the quarter ended September 30, 2007 and increased $453,000 to $8.7 million for the three quarters ended September 30, 2007. Primarily through the sale of its mortgage loans into the secondary market, Vision Bank contributed $587,000 and $928,000 for the three and nine month periods ended September 30, 2007, respectively.

~~Management has projected~~believe that total other income for 2008 will ~~decrease slightly for the fourth quarter of 2007 from the third quarter ended September 30, 2007.~~be approximately $77 million.

Gain (Loss) on Sale of Securities

~~There were no sales~~Park realized a gain of $309,000 from the sale of $25 million of U.S. Government Agency securities during the first ~~nine months~~quarter of ~~2007. However,~~2008. These securities had an interest rate of 6.00% and were callable during the third quarter of ~~2006, Park~~2008. The securities were sold with a give-up yield of approximately 3.00% to the call date. Management expects that another $40 to $50 million of very similar U.S. Government Agency callable securities ~~and recognized a gain~~will be sold during the second quarter of ~~$97,000.~~2008. The gains from these sales are estimated to be $.5 million. The proceeds from the sale of the investment securities are generally reinvested in U.S. Government Agency, 15 year mortgage-backed securities.

~~-32-~~

Total Other Expense

Total other expense increased by ~~$7.3~~$4.0 million or 10.1% to ~~$42.8~~$43.3 million for the first three months ~~ended September 30, 2007 and increased by $19.2 million~~of 2008 compared to ~~$124.6~~$39.3 million for the ~~three quarters ended September 30,~~first quarter of 2007. ~~Vision contributed $6.2 million and $13.3 million to~~Total other expense for ~~each of the three and nine month periods ended September 30, 2007, respectively. Without~~ Vision Bank ~~other expenses would have~~ increased by ~~$1.1~~$4.7 million ~~and $5.9~~to $6.1 million for the ~~three months and nine months ended September 30, 2007, respectively.~~

~~Excluding the impact~~first quarter of ~~the Vision Bank acquisition, which took place on March 9, 2007, salaries and employee benefits would have increased by $879,000 or 4.3%~~2008 compared to $1.4 million for the ~~third quarter and increased $4.2 million~~same period in 2007. Total other expense for Park’s Ohio-based operations decreased by $755,000 or ~~7.0%~~2.0% for the ~~nine month period ending September 30, 2007. Salaries (excluding the impact of Vision Bank) increased only $39,000 for the third~~first quarter of ~~2007 and $2.0 million or 4.3% for the nine months ended September 30, 2007~~2008 compared to the same ~~periods~~period in ~~2006. Benefits~~2007.

-33-

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


	Three Months Ended
	March 31,
(In Thousands)	2008		2007		Change
Salaries and Employee Benefits	$	24,671	$	23,061	$	1,610
Net Occupancy Expense		3,025		2,560		465
Furniture and Equipment Expense		2,317		2,176		141
Data Processing Fees		1,756		1,340		416
Professional Fees and Service Charges		2,852		2,507		345
Amortization of Intangibles		1,006		684		322
Marketing		998		1,153		<155>
Insurance		437		336		101
Postage and Telephone		1,885		1,636		249
State Taxes		764		734		30
Other		3,566		3,122		444
Total Other Expense	$	43,277	$	39,309	$	3,968

The following table breaks out the change in total other expense ~~(excluding Vision) increased $840,000~~between Park’s Ohio-based operations and ~~$2.2 million~~Vision Bank.


	Three Months Ended
	March 31, 2008
Change in Total Other Expense	Ohio-Based
(In Thousands)	Other Expense		Vision Bank		Total
Salaries and Employee Benefits		<$812>	$	2,422	$	1,610
Net Occupancy Expense		75		390		465
Furniture and Equipment Expense		<145>		286		141
Data Processing Fees		<38>		454		416
Professional Fees and Service Charges		168		177		345
Amortization of Intangibles		<31>		353		322
Marketing		<238>		83		<155>
Insurance		<42>		143		101
Postage and Telephone		91		158		249
State Taxes		5		25		30
Other		212		232		444
Total Other Expense		<$755>	$	4,723	$	3,968

Park’s management has concentrated on controlling operating expenses in 2008. The number of full time equivalent employees for ~~the three and nine month periods ended September 30, 2007, respectively. Full-time equivalent (“FTE”) employees were 2,071~~Park was 2,035 at ~~September 30, 2007~~March 31, 2008 compared to ~~1,882~~2,057 at ~~September 30, 2006. Excluding Vision Bank, which had 196 FTE at September 30,~~March 31, 2007 ~~FTE for Park would have been 1,875, which is~~ a decrease of ~~7 FTE~~22 or ~~0.3% over~~1.1%. Vision Bank had an increase in full time equivalent employees of 26 to 207 at March 31, 2008 compared to 181 at March 31, 2007. Vision Bank has added three new branch locations in the ~~last 12 months. For~~past year. Park’s Ohio-based banks actually had a decrease in full time equivalent employees of 48 employees or 2.6% of the ~~fourth~~Ohio-based employees at March 31, 2007. This decrease in employees at Park’s Ohio-based banks resulted from management’s efforts to improve efficiency. Management is working on consolidating Park’s eight Ohio-based banks onto one common operating system. Several of Park’s Ohio-based banks will be consolidated into the lead bank, The Park National Bank, during the second half of 2008. This process (known as Project EPS) is expected to be completed during the second quarter of ~~2007, management expects salaries and benefits expense to be approximately $24 million.~~2009.

-34-

quarter. Park and its Ohio-based subsidiary banks ~~headquartered in Ohio~~ do not pay state income ~~taxes~~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 $697,000 and $2.1 million for the three and nine month periods ended September 30, 2007, respectively, compared to $539,000 and $1.9 million, respectively, for the same periods in 2006. FranchiseThe franchise tax expense is included ~~within the~~in “state taxes” as part of total other expense ~~category within Total Other Expense.~~on Park’s Consolidated Statements of Income.

Federal income tax expense was $8.456 million for the first quarter of 2007 and state income tax expense was $39,000.

Federal income tax expense as a percentage of income before taxes was 29.0% for the first quarter of 2008 compared to 28.6% for the first quarter of 2007. A lower federal effective tax rate than the statutory rate of 35% is primarily due to tax-exempt interest income from state and municipal investments and loans, low income housing tax credits and income from bank owned life insurance.

Management provided guidance in Park’s 2007 Annual Report that the federal effective income tax rate for 2008 will be approximately 29.4%. Management continues to believe that this estimate is accurate.

Comparison of Financial Condition
At ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006~~2007

Changes in Financial Condition and Liquidity

Total assets ~~were $6,511~~increased by $280 million, or 4.3% to $6,781 million at ~~September 30, 2007, an~~March 31, 2008 compared to $6,501 at December 31, 2007. Approximately $253 million of this increase was due to purchases of ~~$1,040~~investment securities and approximately $29 million ~~or 19% from $5,471~~was due to increases in loans.

Total investment securities (including interest bearing deposits) increased by $253 million to $1,956 million at March 31, 2008 compared to $1,703 million at December 31, ~~2006. Vision Bank had total assets (including $121~~2007. During the first quarter of 2008, Park’s management purchased approximately $360 million of ~~goodwill~~taxable investment securities. These consist of U.S. Government Agencies yielding approximately 4.90%. Management expects that the investment portfolio will decrease as the result of pay-downs in the second, third, and ~~other intangibles from Park’s purchase~~fourth quarters of ~~Vision) of $891~~2008.

Loan balances increased by $29 million to $4,253 million at ~~September 30, 2007. Assets also increased $42 million during the third quarter as a result of a the purchase of the Millersburg branch by First-Knox.~~

~~Total investment securities increased $222 million or 14.6%~~March 31, 2008 compared to ~~$1,735 million at September 30, 2007 from $1,513~~$4,224 million at December 31, ~~2006.~~2007. Vision Bank ~~had $114~~loan balances increased approximately $26.4 million ~~of investment securities at September 30, 2007. As mentioned earlier in this Form 10-Q, Park purchased $356 million of investment securities~~ during the ~~third~~first quarter ~~of 2007.~~

~~Total loans outstanding increased by $694 million or 19.9% to $4,175 million at September 30, 2007~~2008, from ~~$3,481~~$639.1 million at December 31, ~~2006. Vision’s loans have increased by $21 million~~2007 to ~~$617 million at September 30, 2007, from $596~~$665.5 million at March 9, 2007, the date of acquisition. In addition, Park purchased $38 million in loans as part of the Millersburg branch purchase from Ohio Legacy in September 2007. Excluding the impact of these two acquisitions, loans would have been $3,520 million at September 30, 2007, which would have represented a 1.5% annualized increase.31, 2008.

Total liabilities ~~have~~ increased by ~~$983~~$269 million ~~or 20%~~during the first quarter 2008 to ~~$5,883~~$6,190 million at ~~September 30, 2007~~March 31, 2008 from ~~$4,900~~$5,921 million at December 31, ~~2006. Vision Bank accounts for $703 million of this increase. The remaining $280 million is made up mainly of increases in total borrowed money and increases in total deposits.~~

2007. Total ~~deposits have~~borrowings increased by ~~$709~~$191.7 million ~~or 18.6% to $4,535 million at September 30, 2007 from $3,826 million at December 31, 2006. Vision Bank has $649 million in total deposits at September 30, 2007.~~

Total borrowed money was $1,276 million at September 30, 2007 compared to $980 million at December 31, 2006. This increase of $296 million or 30% is made up of $48 million from the Vision acquisition and approximately $250 million of new borrowings during the ~~third~~first quarter ~~discussed earlier~~of 2008, primarily to fund the increase in ~~this form 10-Q.~~the investment portfolio.

~~-34-~~-35-

Total ~~stockholders’ equity has~~deposits increased by ~~$58~~$81 million ~~or 10.1%~~ to ~~$628~~$4,520 million at ~~September 30, 2007 from $570~~March 31, 2008 compared to $4,439 million at December 31, ~~2006. Common stock increased by $83.3 million during the first nine months of 2007 due to the issuance of 792,937 shares~~2007. Total deposits for ~~the acquisition of~~ Vision Bank ~~on March 9, 2007. Retained earnings increased~~decreased by ~~$26.3~~approximately $34 million ~~during the nine month period ended September 30, 2007, due~~ to the year to date earnings of $65.9 million, which was offset by cash dividends declared on common stock for the year of $39.6 million. Treasury stock has increased by $54.5 million or 38.0% to $197.9$623 million at ~~September 30, 2007 compared to $143.4~~March 31, 2008 from $657 million at December 31, ~~2006.~~2007. The Ohio-based banking subsidiaries of Park had an increase in total deposits of approximately $115 million.

Total stockholders’ equity increased by $11 million to $591 million at March 31, 2008 from $580 million at December 31, 2007. Retained earnings decreased by $2 million during the quarter ended March 31, 2008 due to: (i) the net income of $23.0 million, (ii) the declaration of dividends of $13.1 million, (iii) $11.6 million booked as a reduction to retained earnings for the adoption of EITF 06-04 (see Note 12 to these unaudited consolidated financial statements), and (iv) recording the measurement date provisions of SFAS No. 158 for $.3 million. Accumulated other comprehensive income (loss) increased by $13 million to $11 million at March 31, 2008. This increase was due to ~~the repurchase~~a unrealized net holding gain on available for sale securities of ~~an aggregate~~$14 million, net of ~~620,531 shares of common stock for $54.8 million offset by $296,000 for treasury stock reissued for stock options. Accumulated other comprehensive loss decreased by $2.9 million~~taxes, during the first ~~nine months~~quarter, which was partially offset by a reduction consisting of ~~2007~~the $.6 million adjustment to ~~$19.9 million at September 30, 2007. Long-term interest rates, consistent in duration with~~record the ~~maturity~~net unrealized net holding loss, net of ~~Park’s investment portfolio, have decreased steadily during the first nine months of 2007.~~taxes, for cash flow hedges.

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 ~~64.12%~~62.7% at ~~September 30, 2007~~March 31, 2008 compared to ~~63.62%~~65.0% at December 31, ~~2006~~2007 and ~~62.86%~~64.8% at ~~September 30, 2006.~~March 31, 2007. Cash and cash equivalents ~~totaled $166.5~~were $184.9 million at ~~September 30, 2007~~March 31, 2008 compared to ~~$186.3~~$193.4 million at December 31, ~~2006~~2007 and ~~$155.8~~$198.1 million at ~~September 30, 2006.~~March 31, 2007. The present funding sources provide more than adequate liquidity for the Corporation to meet its cash flow needs.

Capital Resources

Stockholders’ equity at ~~September 30, 2007~~March 31, 2008 was ~~$628~~$591 million or ~~9.7%~~8.72% of total assets compared to ~~$570~~$580 million or ~~10.4%~~8.92% of total assets at December 31, ~~2006~~2007 and ~~$558~~$661 million or ~~10.3%~~10.48% of total assets at ~~September 30, 2006.~~March 31, 2007.

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 ~~7.64%~~7.10% at ~~September 30, 2007~~March 31, 2008 and ~~9.96%~~7.10% at December 31, ~~2006.~~2007. 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 ~~10.46%~~9.98% at ~~September 30, 2007~~March 31, 2008 and ~~14.72%~~10.16% at December 31, ~~2006.~~2007. 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 ~~11.71%~~11.78% at ~~September 30, 2007~~March 31, 2008 and ~~15.98% at~~11.97% December 31, ~~2006.~~2007.

~~-35-~~-36-

On page 3531 (Table 11) of Park’s ~~2006~~2007 Annual Report to Shareholders, management reported that Park’s twelve month cumulative rate sensitivity gap was a ~~negative (liabilities~~positive (assets exceeding ~~assets) $396~~liabilities) $178 million or ~~7.92%~~3.0% of interest earning assets at December 31, ~~2006.~~2007. At ~~July~~March 31, ~~2007,~~2008, Park’s twelve month cumulative rate sensitivity gap decreased to a negative (liabilities exceeding assets) ~~$28~~$36 million or ~~0.50%~~0.58% of interest earning assets. The most significant factor contributing to this change in sensitivity gap was the ~~change~~purchase of $360 million in ~~twelve month repricing assumptions on core deposits. Specifically savings account deposits where~~investment securities during the ~~repricing assumption changed from 50% of the balances to 10% of the balances within twelve months. Had these assumptions not changed, the cumulative~~quarter, which were funded with rate sensitivity gap would have been a negative $245 million or 4.32% of earning assets. In addition, contributing to the reduction in the negative twelve month cumulative rate sensitivity gap of $368 million, was the acquisition of Vision, as Vision had a positive (assets exceeding liabilities) twelve month cumulative rate sensitivity gap position.sensitive borrowings.

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 ~~September 30, 2007,~~March 31, 2008, that have materially affected, or are reasonably likely to materially affect, Park’s internal control over financial reporting.

-39-

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~~2007 (the ~~“2006~~“2007 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~~2007 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~~2007 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.

We~~may face risks and uncertainties as we convert our Ohio-based community banking subsidiaries and divisions to one operating system and combine their charters.~~

On July 30, 2007, we announced our intention to consolidate the banking operations of our eight subsidiary banks located in Ohio under one charter — that of The Park National Bank, which will remain a national bank. In addition, we will create a single operating system for our 12 Ohio-based community banking subsidiaries and divisions, which will operate as divisions of The Park National Bank. Each community bank division will retain its local leadership, local decision-making and unique local identity. We anticipate that a single charter and common operating system will ease complex reporting procedures, reduce time and money spent on duplicated efforts, enhance risk management and strengthen each bank’s ability to provide more rapid responses and high-quality services. As we proceed with the combination of charters and conversions to one operation system, we will face risks and uncertainties which must be addressed. These risks and uncertainties include, but may not be limited to: (1) the timing of receipt of the necessary regulatory approvals for the consolidation, which may be different than we anticipate; (2) difficulties we may encounter in the consolidation of the charters of our eight Ohio-based subsidiary banks with respect to product offerings, customer service, customer retention, reporting and enterprise risk management systems and realizing the anticipated operating efficiencies; and (3) the loss of key employees as we proceed with the consolidation.

~~-39-~~

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 continued 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.

-40-

As disclosed earlier within this Form 10-Q, we ~~have experienced deteriorating~~continue to experience difficult credit conditions in the Ohio, Alabama, and Florida markets in which we operate. Net loan charge-offs were ~~0.56%~~0.82% and ~~0.11%~~0.25% as a percentage of average loans on an annualized basis for the ~~third~~first quarter ~~2007~~2008 and ~~2006,~~2007, respectively. Net loans charge-offs for Vision Bank were ~~$2.3~~$5.5 million for the ~~third~~first quarter of ~~2007.~~2008. Nonperforming loans, defined as loans that are 90 days past due, nonaccrual and renegotiated loans, were ~~$66.2~~$111.3 million or ~~1.58%~~2.62% of loans at ~~September 30, 2007 and $29.0~~March 31, 2008, $108.5 million or ~~0.85%~~2.57% of loans at ~~September 30, 2006.~~December 31, 2007 and $40.6 million or 0.99% of loans at March 31, 2007. Nonaccrual loans ~~have increased by $42.0~~were $105.6 million ~~during the first nine months of 2007, $22.7~~at March 31, 2008, with $59.0 million ~~of the increase came in the third quarter.~~coming from Vision ~~Bank added $18.2 million of commercial loans to its nonaccrual loans during the third quarter, bringing its total nonaccrual commercial loans to $24.5 million.~~Bank. It is uncertain when the negative credit trends in our markets (and nationally) will reverse and therefore, Park’s future earnings are susceptible to further declining credit conditions in the markets in which we operate.

~~-40-~~

~~We have no prior operating experience in the Alabama and Florida markets in which Vision Bank operates.~~

As of the date of this Quarterly Report on Form 10-Q, we and our subsidiaries operated 154 offices across 29 Ohio counties, one office in Kentucky, eight offices in one Alabama county and ten 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 by the two Vision Banks – one headquartered in Gulf Shores, Alabama (“Vision Alabama”) and the other in Panama City, Florida (“Vision Florida”). Effective July 20, 2007, the bank operations of the two Vision Banks were consolidated under a single charter through the merger of Vision Alabama with and into Vision Florida, under the charter of Vision Florida. The resulting financial institution is a Florida state-chartered bank operating under the name “Vision Bank” or “Vision”. We have no prior operating experience in these markets and, therefore, have relied and will continue to rely to a large extent on the existing Boards of Directors and management of Vision Bank with respect to their operations. We, together with Vision Bank, have entered into employment agreements with the following executive officers of Vision Bank: J. Daniel Sizemore, Chairman of the Board and Chief Executive Officer of Vision; William E. Blackmon, Executive Vice President and Regional President of Vision Bank; Andrew W. Braswell, Executive Vice President and Senior Lending Officer of Vision; Joey W. Ginn, President of Vision Bank; and Robert S. McKean, Executive Vice President; as well as seven other senior officers of Vision. 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 Bank, 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, or that we will be able to successfully manage the operations of the Vision in the Alabama and Florida markets. Furthermore, on November 1, 2007, J. Daniel Sizemore and William E. Blackmon submitted their formal resignations to the Board of Directors of Vision Bank and Park, to be effective November 30, 2007, in order to pursue opportunities with another bank headquartered in western Alabama. The market in which the bank in western Alabama operates does not overlap nor compete with the markets that Vision Bank currently serves. Pursuant to their employment agreements dated September 14, 2006, Mr. Sizemore and Mr. Blackmon have voluntarily terminated their employment, and as a result, there will be no severance payments from Vision Bank or Park. Mr. Sizemore and Mr. Blackmon 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, they 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. We believe that we can maintain our focus in the Florida and Alabama markets and that the remaining management team of Vision Bank is qualified to carry out our existing Vision strategy.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

	(a.)		Not applicable

	(b.)		Not applicable

	(c.)		~~The following table provides information regarding~~No purchases of Park’s common shares were 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 ~~September 30, 2007 as well as~~March 31, 2008. The following table provides 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:

Total Number Average Price Total Number of Common Maximum Number of
of Common Paid Per Shares Purchased as Part of Common Shares that May
Shares Common Publicly Announced Plans Yet be Purchased Under
Period Purchased Share or Programs (1) the Plans or Programs (2)
July 1 thru July 31, 2007 72,600 $ 85.00 72,600 2,108,560
August 1 thru August 31, 2007 103,200 $ 86.16 103,200 2,005,360
September 1 thru September 30, 2007 46,800 $ 89.28 46,800 1,953,078
Total 222,600 $ 86.44 222,600 1,953,078


					Total Number of Common		Maximum Number of
			Average Price		Shares Purchased as		Common Shares that May
	Total Number of		Paid Per		Part of		Yet be Purchased
	Common Shares		Common		Publicly Announced Plans		Under the
Period	Purchased		Share		or Programs		Plans or Programs (1)
January 1 thru January 31, 2008		—		—		—		1,806,668
February 1 thru February 29, 2008		—		—		—		1,805,195
March 1 thru March 31, 2008		—		—		—		1,797,352
Total		—		—		—		1,797,352

~~-41-~~


(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.

-41-

On November 21, 2005, Park announced that its Board of Directors had granted management the authority to purchase up to an aggregate of 1 million common shares from time to time over the three-year period ended November 20, 2008. As of September 30, 2007, Park has purchased 620,006 common shares under this stock repurchase authorization during 2007. In addition, on July 16, 2007, Park announced that its Board of Directors authorized management to purchase up to an aggregate of 1 million additional common shares over the three-year period ended July 15, 2010 in open market purchases or through privately negotiated transactions, to be held as treasury shares for general corporate purposes. At September 30, 2007, 1,042,174 common shares remained authorized for repurchase under both of these authorizations.

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 September 30, 2007, incentive stock options covering 204,615 common shares were outstanding and 1,295,385 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 September 30, 2007, incentive stock options covering 317,781 common shares were outstanding.

Incentive stock options, granted under both the 2005 Plan and the 1995 Plan, covering 522,396 common shares were outstanding as of September 30, 2007 and 1,295,385 common shares were available for future grants. With 906,877 common shares held as treasury shares for purposes of the 2005 Plan and 1995 Plan at September 30, 2007, an additional 910,904 common shares remain authorized for repurchase for purposes of funding the 2005 Plan and 1995 Plan.


		On July 16, 2007, Park announced that its Board of Directors authorized management to purchase up to an aggregate of 1 million common shares over the three-year period ending July 15, 2010 in open market purchases or through privately negotiated transactions, to be held as treasury shares for general corporate purposes. During 2007, Park purchased 7,826 common shares under this authorization. At March 31, 2008, 992,174 common shares remained authorized for repurchase under this stock repurchase authorization. No treasury shares have been purchased in 2008.

		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, 2008, incentive stock options covering 288,060 common shares were outstanding and 1,211,940 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, 2008, incentive stock options covering 302,194 common shares were outstanding.

		Incentive stock options, granted under both the 2005 Plan and the 1995 Plan, covering 590,254 common shares were outstanding as of March 31, 2008 and 1,211,940 common shares were available for future grants. With 997,016 common shares held as treasury shares for purposes of the 2005 Plan and 1995 Plan at March 31, 2008, an additional 805,178 common shares remain authorized for repurchase for purposes of funding the 2005 Plan and 1995 Plan.

Item 3.Defaults Upon Senior Securities

(a.), (b.) Not applicable.

Item 4.Submission of Matters to a Vote of Security Holders

~~Not~~I. Annual Meeting of Shareholders — April 21, 2008:

(a.)

On April 21, 2008, Park National Corporation held its Annual Meeting of Shareholders. At the close of business on the February 25, 2008 record date, 13,964,569 Park National Corporation common shares were outstanding and entitled to vote. At the Annual Meeting, 11,503,087 or 82.37% of the outstanding common shares entitled to vote were represented by proxy or in person.

-42-

(b), (c)

Directors elected at the Annual Meeting for a three year term to expire at the 2011 Annual Meeting of Shareholders:


	Nicholas L. Berning
11,349,902	For	153,185	Withheld

	C. Daniel DeLawder
11,166,999	For	336,088	Withheld

	Harry O. Egger
11,181,429	For	321,658	Withheld

	F. William Englefield IV
11,347,335	For	155,752	Withheld

	John J. O'Neill
11,191,483	For	311,604	Withheld

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

			Maureen Buchwald James J. Cullers William T. McConnell William A. Phillips J. Gilbert Reese Rick R. Taylor David L. Trautman Leon Zazworsky

	(d).		With respect to the vote upon the proposed amendment to Park’s Regulations to add a new Section 5.10 to Article Five in order to clarify certain limits on the indemnification Park may provide to, and the insurance coverage Park may maintain on behalf of, its officers, directors and employees in accordance with applicable state and federal laws and regulations:


	Number of Votes
For	Against		Abstain
11,334,630		67,333		101,124

Since the proposed amendment to Article Five to add new Section 5.10 received the affirmative vote of holders of more than two-thirds of the issued and outstanding common shares, the Chairman declared the amendment adopted by the shareholders.

Item 5.Other Information

(a), (b) Not applicable

~~-42-~~-43-

Item 6.Exhibits


Exhibits

~~2.1~~		Plan of Merger and Merger Agreement between Vision Bank (an Alabama state-chartered bank with its main office located in Gulf Shores, Alabama) and Vision Bank (a Florida state-chartered bank with its main office located in Panama City, Florida), dated July 10, 2007 (incorporated herein by reference to Exhibit 2.1 to Park National Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, (File No 1-13006))

~~3.1 (a)~~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)~~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)~~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)~~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)~~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 ~~the~~ 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)~~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)~~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)

~~3.2 (c)~~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)		Certificate Regarding Adoption by the Shareholders of Park National Corporation on April 21, 2008 of Amendment to Regulations to Add a New Section 5.10 to Article Five (filed herewith)

3.2(e)		Regulations of Park National Corporation (reflecting amendments through April 21, 2008) [For purposes of SEC reporting compliance only] (filed herewith)

~~-43-~~-44-


Exhibits
10.1
~~3.2 (d)~~		~~Regulations~~Summary of Base Salaries for Executive Officers of Park National Corporation ~~(reflecting amendments through April 17, 2006) [for purposes of SEC reporting compliance only]~~for the fiscal year ending December 31, 2008 (incorporated herein by reference to Exhibit ~~3.2~~10.1 to Park National Corporation’s ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for the ~~quarterly period~~fiscal year ended ~~March~~December 31, ~~2006~~2007 (File No. 1-13006) (“Park’s 2007 Form 10-K”))

~~10.1~~10.2(a)		~~Second Amendment~~Description of Park National Corporation Supplemental Executive Retirement Benefits as in effect from and after February 18, 2008 (incorporated herein by reference to ~~the Vision Bank Salary Continuation Plan dated July 14, 2004 for J. Daniel Sizemore, executed and effective June 1,~~Exhibit 10.7(a) to Park’s 2007 ~~between Vision Bank, a state-chartered commercial bank located in Panama City, Florida, and J. Daniel Sizemore.~~Form 10-K)

10.2 (b)		~~Second~~ Supplemental Executive Retirement Benefits Agreement, made as of February 18, 2008, between Park National Corporation and David L. Trautman (incorporated herein by reference to Exhibit 10.1 to Park National Corporation’s Current Report on Form 8-K dated and filed February 19, 2008 (File No. 1-13006)(“Park’s February 19, 2008 Form 8-K”))

10.2 (c)		Form of Amended and Restated Supplemental Executive Retirement Benefits Agreement, made as of February 18, 2008, between Park National Corporation and each of C. Daniel DeLawder, John W. Kozak and William T. McConnell (incorporated herein by reference to Exhibit 10.2 to Park’s February 19, 2008 Form 8-K)

10.3 (a)		Amendment to ~~the Vision~~Credit Agreement, dated as of January 10, 2008, between Park National Corporation and JPMorgan Chase Bank, ~~Salary Continuation Plan~~N.A. (incorporated herein by reference to Exhibit 10.1 to Park National Corporation’s Current Report on Form 8-K dated ~~July 14, 2004 for J. Daniel Sizemore, executed~~ and ~~effective June 1, 2007, between Vision~~filed on January 11, 2008 (File No. 1-13006) (“Park’s January 11, 2008 Form 8-K”))

10.3 (b)		Line of Credit Note, dated January 10, 2008, issued by Park National Corporation to JPMorgan Chase Bank, ~~a state-chartered commercial bank located in Gulf Shores, Alabama, and J. Daniel Sizemore.~~N.A. or order (incorporated herein by reference to Exhibit 10.2 to Park’s January 11, 2008 Form 8-K)

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)

~~-44-~~-45-


Ohio		31-1179518

(State or other jurisdiction of ~~incorporation or organization)~~		(I.R.S. Employer Identification No.)
incorporation or organization)


Large accelerated filerþ		Accelerated ~~filer~~o ~~Non-accelerated~~ filero		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller Reporting Companyo


	Page
PART I. FINANCIAL INFORMATION


Item 1. Financial Statements	3-22
~~3-19~~

Consolidated Condensed Balance Sheets as of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006~~2007 (unaudited)	3
3

Consolidated Condensed Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ (unaudited)	4-5
~~4-5~~

Consolidated Condensed Statements of Changes in Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ (unaudited)	6
6

Consolidated Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~ (unaudited)	7-8
~~7-8~~

Notes to Consolidated Condensed Financial Statements	9-22
~~9-19~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23-37
~~20-37~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk	38
37

Item 4. Controls and Procedures	39
38

PART II. OTHER INFORMATION	40-45
~~38-45~~

Item 1. Legal Proceedings	40
38

Item 1A. Risk Factors	40-41
~~39-41~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41-42
~~41-42~~

Item 3. Defaults Upon Senior Securities	42
42

Item 4. Submission of Matters to a Vote of Security Holders	42-43
42

Item 5. Other Information	43
42

Item 6. Exhibits	44
~~43-44~~

SIGNATURES		45	46
~~EX-10.1~~EX-3.2(D)
~~EX-10.2~~EX-3.2(E)
EX-31.1
EX-31.2
EX-32.1
EX-32.2


				Weighted				Weighted
				Average Exercise				Average Exercise
	Stock Options			Price Per Share		Stock Options		Price Per Share
Outstanding at December 31, 2006		686,024		$	101.89
Outstanding at December 31, 2007							615,191	$	100.63
Granted		—			—		—		—
Exercised		<3,561	>		83.02		—		—
Forfeited/Expired		<148,263	>		91.19		<13,272>		100.60

Outstanding at September 30, 2007		534,200		$	104.99
Outstanding at March 31, 2008							601,919	$	100.63


	September 30,		December 31,		March 31,		December 31,
(In Thousands)	2007		2006		2008		2007
Commercial, Financial and Agricultural	$	599,795	$	548,254	$	616,844	$	613,282
Real Estate:
Construction		543,867		234,988		531,657		536,389
Residential		1,452,543		1,300,294		1,504,305		1,481,174
Commercial		982,587		854,869		997,026		993,101
Consumer		588,449		532,092		596,847		593,388
Leases		7,411		10,205		6,684		6,800

Total Loans	$	4,174,652	$	3,480,702	$	4,253,363	$	4,224,134


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Annual		Annual
(In Thousands)	Amortization		Amortization
2007	$	3,847
2008		4,025	$	4,025
2009		3,746	$	3,746
2010		3,422	$	3,422
2011		2,677	$	2,677
2012			$	2,677
Total	$	17,717	$	16,547


			Gross		Gross						Gross		Gross
September 30, 2007			Unrecognized		Unrecognized		Estimated
March 31, 2008											Unrecognized		Unrecognized		Estimated
Securities Held-to-Maturity	Amortized Cost		Holding Gains		Holding Losses		Fair Value		Amortized Cost		Holding Gains		Holding Losses		Fair Value
Obligations of States and Political Subdivisions	$	13,780	$	116	$	—	$	13,896	$	13,546	$	152	$	—	$	13,698
U.S. Government Sponsored Entities’ Asset-Backed Securities and Other Asset-Backed Securities		152,852		3		6,154		146,701		193,593		96		1,582		192,107

Total	$	166,632	$	119	$	6,154	$	160,597	$	207,139	$	248	$	1,582	$	205,805


Selected Balance Sheet Items
	September 30, 2007						December 31, 2006
	Consolidated				Park Without
(In Thousands)	Park		Vision Bank		Vision Bank		Park
Cash and Due from Banks	$	154,472	$	15,051	$	139,421	$	177,990

Total Investment Securities	$	1,735,145	$	114,260	$	1,620,885	$	1,513,498

Loans	$	4,174,652	$	616,576	$	3,558,076	$	3,480,702
Allowance for Loan Losses	$	79,846	$	9,627	$	70,219	$	70,500

Net Loans	$	4,094,806	$	606,949	$	3,487,857	$	3,410,202

Bank Premises and Equipment	$	66,527	$	18,696	$	47,831	$	47,554

Goodwill and Other Intangible Assets	$	199,679	$	120,504	$	79,175	$	78,003

Noninterest Bearing Deposits	$	692,749	$	71,955	$	620,794	$	664,962
Interest Bearing Deposits	$	3,842,423	$	576,999	$	3,265,424	$	3,160,572

Total Deposits	$	4,535,172	$	648,954	$	3,886,218	$	3,825,534

Total Borrowed Money	$	1,276,321	$	47,606	$	1,228,715	$	979,913


Total Assets	$	6,511,136	$	890,566	$	5,620,570	$	5,470,876


Summary Income Statement
(In Thousands)
							Quarter Ended
	Quarter Ended September 30, 2007						September 30, 2006
	Consolidated				Park Without
	Park		Vision Bank		Vision Bank		Park
Total Interest and Dividends Income	$	103,766	$	14,831	$	88,935	$	85,290

Total Interest Expense	$	44,350	$	7,087	$	37,263	$	31,728

Net Interest Income	$	59,416	$	7,744	$	51,672	$	53,562

Provision for Loan Losses	$	5,793	$	2,420	$	3,373	$	935

Income from Fiduciary Activities	$	3,614	$	1	$	3,613	$	3,319
Service Charges on Deposit Accounts	$	6,544	$	482	$	6,062	$	5,317
Other Service Income	$	3,231	$	587	$	2,644	$	2,685
Other	$	5,671	$	51	$	5,620	$	5,033

Total Other Income	$	19,060	$	1,121	$	17,939	$	16,354

Gain on Sale of Securities	$	—	$	—	$	—	$	97

Salaries and Employee Benefits	$	24,386	$	3,239	$	21,147	$	20,268
Occupancy Expense	$	2,678	$	488	$	2,190	$	2,275
Furniture and Equipment Expense	$	1,587	$	343	$	1,244	$	1,273
Other Expense	$	14,166	$	2,119	$	12,047	$	11,673

Total Other Expense	$	42,817	$	6,189	$	36,628	$	35,489

Income Before Income Taxes	$	29,866	$	256	$	29,610	$	33,589

Income Taxes	$	8,562	$	80	$	8,482	$	9,784


Net Income	$	21,304	$	176	$	21,128	$	23,805


	September 30, 2007 compared to
	September 30, 2006
	Three Months			Nine Months
Increase in Net Interest Income	$	5,854		$	13,921
Increase in Provision for Loan Losses		<4,858	>		<8,477	>
Increase in Other Income		2,706			5,621
Decrease in Gain on Sale of Securities		<97	>		<97	>
Increase in Other Expense		<7,328	>		<19,249	>
Decrease in Income Before Taxes		<3,723	>		<8,281	>
Decrease in Income Taxes		1,222			2,660
Decrease in Net Income	$	<2,501	>	$	<5,621	>


	September			June			March			December			September
(Dollars in Thousands)	2007			2007			2007			2006			2006
Average Investment Securities	$	1,579,722		$	1,559,980		$	1,584,679		$	1,559,663		$	1,584,397
Average Federal Funds Rate		5.07	%		5.25	%		5.25	%		5.25	%		5.25	%
Average Five Year Treasury Rate		4.50	%		4.76	%		4.65	%		4.60	%		4.84	%


				United States Treasury Rates
	Federal Funds			Six Months			Two Year			Five Year			Ten Year
June 29, 2007		5.25	%		4.94	%		4.86	%		4.92	%		5.02	%
September 28, 2007		4.75	%		4.08	%		3.98	%		4.24	%		4.59	%
Change		<.50	%>		<.86	%>		<.88	%>		<.68	%>		<.43	%>


Nine Months Ended September 30,
(In Thousands)	2007					2006
			Tax					Tax
	Average		Equivalent			Average		Equivalent
	Balance		%			Balance		%
Loans	$	3,948,942		8.09	%	$	3,339,023		7.58	%
Taxable Investments		1,488,163		5.00	%		1,552,156		4.91	%
Tax Exempt Investments		66,405		6.69	%		79,181		6.91	%
Money Market Instruments		20,207		5.30	%		8,143		5.47	%

Interest Earning Assets	$	5,523,717		7.23	%	$	4,978,503		6.74	%

Interest Bearing Deposits	$	3,678,205		3.28	%	$	3,162,824		2.51	%
Short-Term Borrowings		426,768		4.59	%		375,014		4.10	%
Long-Term Debt		559,656		4.27	%		555,163		4.24	%

Interest Bearing Liabilities	$	4,664,629		3.52	%	$	4,093,001		2.89	%
Excess Interest Earning Assets	$	859,088				$	885,502
Net Interest Spread				3.72	%				3.85	%
Net Interest Margin				4.26	%				4.36	%


	September 30,			June 30,			December 31,			March 31,			December			March 31,
Nonperforming Assets	2007			2007			2006			2008			31, 2007			2007
	(Dollars in Thousands)									(Dollars in Thousands)
Nonaccrual Loans	$	58,031		$	35,333		$	16,004		$	105,615		$	101,128		$	34,302
Renegotiated Loans		3,413			3,421			9,113			1,688			2,804			3,446
Loans Past Due 90 Days or More		4,734			3,645			7,832			4,032			4,545			2,881
Total Nonperforming Loans		66,178			42,399			32,949		$	111,335		$	108,477		$	40,629

Other Real Estate Owned		8,065			7,181			3,351			20,113			13,443			4,598
Total Nonperforming Assets	$	74,243		$	49,580		$	36,300		$	131,448		$	121,920		$	45,227

Percentage of Nonperforming Loans to Loans, Net of Unearned Income		1.58	%		1.03	%		.95	%
Percentage of Nonperforming Assets to Loans, Net of Unearned Income		1.78	%		1.20	%		1.04	%
Percentage of Nonperforming Loans to Loans											2.62	%		2.57	%		.99	%
Percentage of Nonperforming Assets to Loans plus Other Real Estate Owned											3.08	%		2.88	%		1.10	%
Percentage of Nonperforming Assets to Total Assets		1.14	%		.79	%		.66	%		1.94	%		1.88	%		.72	%


				Tier I			Total						Tier I			Total
	Leverage			Risk-Based			Risk-Based			Leverage			Risk-Based			Risk-Based
Park National Bank		5.92	%		8.13	%		10.69	%		5.26	%		7.41	%		10.19	%
Richland Trust Company		5.61	%		10.94	%		12.19	%		5.66	%		11.30	%		12.56	%
Century National Bank		7.05	%		10.92	%		12.31	%		5.75	%		8.98	%		10.67	%
First-Knox National Bank		5.66	%		7.91	%		10.28	%		5.22	%		7.84	%		10.37	%
Second National Bank		5.62	%		8.27	%		10.45	%		5.51	%		8.44	%		10.62	%
United Bank, N.A.		6.87	%		12.95	%		14.20	%		6.06	%		11.63	%		12.89	%
Security National Bank		6.53	%		10.16	%		11.61	%		5.97	%		9.35	%		10.89	%
Citizens National Bank		8.77	%		17.82	%		19.07	%		6.70	%		13.49	%		14.74	%
Vision Bank		9.07	%		10.45	%		11.71	%		8.17	%		9.47	%		10.74	%
Park National Corporation		7.64	%		10.46	%		11.71	%		7.10	%		9.98	%		11.78	%
Minimum Capital Ratio		4.00	%		4.00	%		8.00	%		4.00	%		4.00	%		8.00	%
Well Capitalized Ratio		5.00	%		6.00	%		10.00	%		5.00	%		6.00	%		10.00	%


	Total Number		Average Price		Total Number of Common		Maximum Number of
	of Common		Paid Per		Shares Purchased as Part of		Common Shares that May
	Shares		Common		Publicly Announced Plans		Yet be Purchased Under
Period	Purchased		Share		or Programs (1)		the Plans or Programs (2)
July 1 thru July 31, 2007		72,600	$	85.00		72,600		2,108,560
August 1 thru August 31, 2007		103,200	$	86.16		103,200		2,005,360
September 1 thru September 30, 2007		46,800	$	89.28		46,800		1,953,078
Total		222,600	$	86.44		222,600		1,953,078


	PARK NATIONAL CORPORATION
DATE: ~~November 5, 2007~~May 6, 2008	BY: ~~/s/~~	/s/ C. Daniel DeLawder
		C. Daniel DeLawder
		Chairman of the Board and Chief Executive Officer



DATE: ~~November 5, 2007~~May 6, 2008	BY: ~~/s/~~	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer