PARK NATIONAL CORPORATION 50 North Third Street Post Office Box 3500 Newark, Ohio 43058-3500 (740) 349-8451 www.parknationalcorp.com

Exhibit 10.2.1

PARK NATIONAL CORPORATION
00 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxx, Xxxx 00000-0000
(000) 000-0000
xxx.xxxxxxxxxxxxxxxx.xxx

C. Xxxxxx XxXxxxxx
Chairman of the Board and
   Chief Executive Officer
Park National Corporation
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000

Dear Xxx:

Park National Corporation (the “Company”) anticipates entering into a Letter Agreement and Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, attached hereto as Exhibit A (collectively, the “Participation Agreement”), with the United States Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.

In order for the Company to participate in the CPP, and as a condition to the closing of the investment by the Treasury in the Company contemplated by the Participation Agreement, the Company is required to establish specified standards for executive compensation payable to Senior Executive Officers and to make certain changes to its compensation arrangements as described below:

(1)		No Golden Parachute Payments. The Company is prohibited from making any Golden Parachute Payment to you during any CPP Covered Period.
(2)		Recovery of Bonus and Incentive Compensation. Any bonus and/or incentive compensation paid to you during a CPP Covered Period is subject to recovery by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.
(3)		No Unnecessary or Excessive Risk. The Company is required to review its Benefit Plans to ensure that they do not encourage Senior Executive Officers to take unnecessary and excessive risks that threaten the value of the Company.

This letter is intended to comply with the requirements imposed by the CPP. In consideration of the benefits that you will receive as a result of the Company’s participation in the CPP, by signing this letter, you agree that each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended

to the extent necessary to give effect to provisions (1) and (2), above. For your reference, the affected Benefit Plans are set forth in Appendix B to this letter. In addition, you and the Company agree to negotiate revisions to any Benefit Plan required to give effect to provision (3), above, promptly and in good faith.

Provisions (1), (2) and (3) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter).

The following capitalized terms shall have the meanings set forth below:

(a)		“Company” includes Park National Corporation and any entity treated as a single employer with Park National Corporation under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date).
(b)		“CPP Covered Period” is any period during which: (a) you are a Senior Executive Officer; and (b) the Treasury holds an equity or debt position acquired from the Company under the CPP. The term “CPP Covered Period” shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
(c)		“Closing Date” shall have the meaning given to it in the Participation Agreement.
(d)		“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation issued by the Treasury and as published in the Federal Register on October 20, 2008.
(e)		“Golden Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of EESA as supplemented by 31 C.F.R. § 30.9 (as in effect on the Closing Date).
(f)		“Senior Executive Officer” means the Company’s “senior executive officers” as defined in Section 111(b)(3) of EESA as supplemented by 31 C.F.R. § 30.2 (as in effect on the Closing Date).

To the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature.

If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

The Board appreciates the concessions you are making and looks forward to your continued leadership during these financially turbulent times.

[signature page follows]

2

Yours sincerely,

PARK NATIONAL CORPORATION

By:		/s/ Xxxxx X. Xxxxxxxx
Title:		President
Date:		December 19, 2008

*****

Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

/s/ C. Xxxxxx XxXxxxxx                                        
C. Xxxxxx XxXxxxxx

Date: December 19, 2008

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APPENDIX A

Letter Agreement, and Securities
Purchase Agreement – Standard Terms
incorporated into Letter Agreement, with
United States Department of the Treasury

[Intentionally omitted; Included as
Exhibit 10.1 to the Current Report
on Form 8-K dated December 23, 2008
and filed on that date by Park National
Corporation with the Securities
and Exchange Commission]

APPENDIX B

     The Benefit Plans described in this letter include, but are not limited to, the following plans, agreements, arrangement and methods:

	•		Park National Corporation incentive compensation plan;
	•		Park National Corporation Bonus Program; and
	•		Amended and Restated Supplemental Executive Retirement Benefits Agreement, made as of February 18, 2008, with Park National Corporation.