0000950152-08-000010 Sample Contracts

FORM OF SUBORDINATED DEBENTURE
Park National Corp /Oh/ • January 2nd, 2008 • National commercial banks

THIS OBLIGATION IS NOT A DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO CLAIMS OF DEPOSITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE PARK NATIONAL BANK.

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SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • January 2nd, 2008 • Park National Corp /Oh/ • National commercial banks • Ohio

This SPLIT-DOLLAR AGREEMENT (this “Agreement”) made and entered into effective as of this 28 day of December, 2007, by and between [Name of Bank], an _________ banking _________ (the “Bank”), and [Name of Director], an individual (“Insured”).

Schedule identifying Split-Dollar Agreements entered into by Non-Employee Directors of Park National Corporation and The Park National Bank, The Richland Trust Company or The First-Knox National Bank of Mount Vernon as identified in such Schedule,...
Park National Corp /Oh/ • January 2nd, 2008 • National commercial banks

The following directors of Park National Corporation (“Park”) entered into Split-Dollar Agreements (the “New Split-Dollar Agreements”) with the subsidiaries of Park identified below, which Split-Dollar Agreements are identical to the form of Split-Dollar Agreement, made and entered into effective as of December 28, 2007, filed as Exhibit 10.2(a) to Park’s Current Report on Form 8-K dated January 2, 2008 (File No. 1-13006):

SUBORDINATED DEBENTURE PURCHASE AGREEMENT
Subordinated Debenture Purchase Agreement • January 2nd, 2008 • Park National Corp /Oh/ • National commercial banks • Nevada

This SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 28, 2007 and is made by and between THE PARK NATIONAL BANK, a national banking association (“Borrower”), and USB CAPITAL FUNDING CORP., a Nevada corporation (“Lender”).

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