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Exhibit 99.3
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U.B. BANCSHARES, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS CALLED FOR
[ ], 2000
The undersigned having received, together with the proxy
statement/prospectus dated as of [ ], 2000, notice of the special meeting of
shareholders of U.B. BANCSHARES, INC., a Ohio corporation, to be held on [ ],
2000 at [ ] p.m., hereby designates and appoints [ ] and [ ] as proxies for the
undersigned, with full power of substitution, to exercise all the powers that
the undersigned would have if personally present to act and to vote all of the
shares of common stock that the undersigned is entitled to vote at the special
meeting of shareholders, unless revoked, and at any adjournment or postponement
thereof, such proxies being directed to vote as specified below on the following
proposal:
MANAGEMENT RECOMMENDS A VOTE "FOR" PROPOSAL 1.
Proposal 1: To adopt the Agreement and Plan of Merger by and between Park
National Corporation and U.B. BANCSHARES, INC., providing for the
merger of U.B. BANCSHARES, INC., with and into Park National
Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 2: To transact such other business as may properly come before the
special meeting, or any adjournment or postponement thereof, in
order to allow the further solicitation of proxies.
THE SHARES OF STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR PROPOSAL 1. ALL PROXIES
PREVIOUSLY GIVEN ARE HEREBY REVOKED. RECEIPT OF THE ACCOMPANYING PROXY
STATEMENT/PROSPECTUS IS HEREBY ACKNOWLEDGED.
The aforesaid proxies are hereby authorized to vote on any other matter
that may properly come before the meeting at their discretion. An executed proxy
may be revoked at any time prior to its exercise by submitting another proxy
with a later date, by appearing in person at the U.B. BANCSHARES, INC. special
meeting and advising the Secretary of the shareholder's intent to vote the
common shares or by sending a written, signed and dated revocation that clearly
identifies the proxy being revoked to the principal executive offices U.B.
BANCSHARES, INC. at [ ], Bucyrus, Ohio. A revocation may be in any written form
validly signed by the record holder so long as it clearly states that the proxy
previously given is no longer effective.
Dated:_____________________________________
___________________________________________
Signature
___________________________________________
Signature
Please sign exactly as your name appears
on your share certificate(s) and return
this proxy promptly in the accompanying
envelope. If the shares of stock are
issued in the names of two or more
persons, all persons should sign the
proxy. If the shares of stock are issued
in the name of a corporation or
partnership, please sign in the
corporate name, by the president or
other authorized officer, or in the
partnership name, by an authorized
person. When signing as
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attorney, executor, administrator,
trustee, guardian or in any other
representative capacity, please give
your full title as such.
PLEASE DATE, SIGN AND MAIL THIS PROXY TO
U.B. BANCSHARES, INC., ATTENTION
SECRETARY, 401 S. SANDUSKY AVENUE,
BUCYRUS, OHIO 44820. AN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.