0000950152-07-001594 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR WILLIAM E. BLACKMON
Employment Agreement • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 6th day of February, 2007, by and among Park National Corporation, an Ohio corporation (“Park”); Vision Bank, an Alabama banking corporation (the “Employer” or the “Bank”); and William E. Blackmon (the “Executive”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR J. DANIEL SIZEMORE
Employment Agreement • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 6th day of February, 2007, by and among Park National Corporation, an Ohio corporation (“Park”); Vision Bank, an Alabama banking corporation (the “Alabama Bank”); Vision Bank, a Florida banking corporation (the “Florida Bank”) (hereinafter the Alabama Bank and the Florida Bank shall be referred to collectively either as the “Employer” or the “Banks”); and J. Daniel Sizemore (the “Executive”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This First Amendment to Agreement and Plan of Merger (this “Amendment”) is dated to be effective as of the 6th day of February, 2007, by and between Park National Corporation, an Ohio corporation (“Park”), and Vision Bancshares, Inc., an Alabama corporation (“Vision Bancshares”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR JOEY W. GINN
Employment Agreement • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 6th day of February, 2007, by and among Park National Corporation, an Ohio corporation (“Park”); Vision Bank, a Florida banking corporation (the “Employer” or the “Bank”); and Joey W. Ginn (the “Executive”).

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • February 28th, 2007 • Park National Corp /Oh/ • National commercial banks • Ohio

This Agreement, made and entered into by and between Park National Corporation or a wholly owned subsidiary of Park National Corporation, Corporations organized and existing under the laws of the State of Ohio, hereinafter referred to as “the Bank” and , a key employee and an Executive of the Bank, hereinafter referred to as “the Executive”.

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