Park National (PRK) 10-K 2007 FY Annual report

Exhibit 4.5

[Park National Corporation Letterhead]

February 29, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:     Park National Corporation — Annual Report on Form 10-K for
          the fiscal year ended December 31, 2007

Ladies and Gentlemen:

     Park National Corporation, an Ohio corporation (“Park”), is today filing with the Securities and Exchange Commission (the “SEC”) the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2007 (“Park’s 2007 Form 10-K”).

     Neither (i) Park nor (ii) any of Park’s consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt under which the total amount of long-term debt authorized exceeds 10% of the total assets of Park and Park’s subsidiaries on a consolidated basis. In accordance with the provisions of Item 601 (b)(4)(iii) of SEC Regulation S-K, Park hereby agrees to furnish to the SEC, upon request, a copy of each such instrument or agreement defining (i) the rights of holders of long-term debt of Park or (ii) the rights of holders of long-term debt of a consolidated subsidiary of Park, in each case which is not being filed or incorporated by reference as an exhibit to Park’s 2007 Form 10-K.

Very truly yours,

PARK NATIONAL CORPORATION

/s/ John W. Kozak

John W. Kozak
Chief Financial Officer