0000950152-07-002156 Sample Contracts

FIRST AMENDMENT TO THE VISION BANK SALARY CONTINUATION PLAN DATED JULY 14, 2004 FOR J. DANIEL SIZEMORE
Salary Continuation Plan • March 15th, 2007 • Park National Corp /Oh/ • National commercial banks • Alabama

THIS AMENDMENT is adopted this 26th day of June, 2006, effective as of the first day of January, 2005, by and between Vision Bank a state-chartered commercial bank located in Gulf Shores, Alabama (the “Company”) and J. Daniel Sizemore (the “Executive”).

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VISION BANK SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 15th, 2007 • Park National Corp /Oh/ • National commercial banks • Alabama

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 14th day of July, 2004, by and between VISION BANK, a state-chartered commercial bank located in Gulf Shores, Alabama (the “Company”), and J. DANIEL SIZEMORE (the “Executive”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 15th, 2007 • Park National Corp /Oh/ • National commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated to be effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007, is by and among Wilmington Trust Company, a Delaware banking corporation, as Trustee (herein, together with its successors in interest, the “Trustee”), Park National Corporation, an Ohio corporation (the “Successor Company”), and Vision Bancshares, Inc., an Alabama corporation (the “Company”), under the Indenture referred to below.

Credit Agreement
Credit Agreement • March 15th, 2007 • Park National Corp /Oh/ • National commercial banks

This agreement dated as of March 12, 2007, between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), having an office at 120 South La Salle Street, 6th Floor, Chicago, IL 60603-3403, and Park National Corporation, an Ohio corporation, with its headquarters office located at 50 North Third Street, Newark, OH 43055 (the “Borrower”).

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