Up to 1,050,000 Common Shares Park National Corporation Common Shares without par value Distribution AgreementPark National Corp /Oh/ • May 27th, 2009 • National commercial banks • New York
Park National Corporation, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time to or through Sandler O’Neill & Partners, L.P., as sales agent and/or principal (the “Agent”), up to 1,050,000 of the Company’s common shares, without par value (the “Common Shares”), held by the Company as treasury shares (the “Shares”), having aggregate sales proceeds of up to $70,000,000 on the terms set forth in Section 2 of this Distribution Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
