EXHIBIT 4.1

                     [Park National Corporation Letterhead]

                                 March 11, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:      Park National Corporation - Annual Report on Form
                           10-K for the fiscal year ended December 31, 2003

Ladies and Gentlemen:

         Park National Corporation, an Ohio corporation ("Park"), is today
executing and filing an Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (the "Form 10-K").

         Pursuant to the instructions to Item 601(b)(4)(iii) of Regulation S-K,
Park hereby agrees to furnish to the Commission, upon request, copies of
instruments and agreements defining the rights of holders of long-term debt of
Park and its consolidated subsidiaries, which are not being filed as exhibits to
the Form 10-K. Such long-term debt does not exceed 10% of the total assets of
Park and it subsidiaries on a consolidated basis.

                                                Very truly yours,

                                                PARK NATIONAL CORPORATION

                                                /s/ John W. Kozak

                                                John W. Kozak
                                                Chief Financial Officer