<PAGE> 1
As filed with the Securities and Exchange Commission on May 14, 1998
Registration No. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
PARK NATIONAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1179518
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 North Third Street, Newark, Ohio 43055
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Park National Corporation
1995 Incentive Stock Option Plan, as amended
--------------------------------------------
(Full title of the plan)
Copy to:
David C. Bowers Elizabeth Turrell Farrar, Esq.
Secretary Vorys, Sater, Seymour and Pease LLP
Park National Corporation 52 East Gay Street
21 South First Street P.O. Box 1008
Newark, Ohio 43055 Columbus, Ohio 43216-1008
- --------------------------
(Name and address of agent
for service)
(740) 349-3708
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 500,000 $94.25 $47,125,000 $13,902
without par
value
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of $94.25, which is the average of the high and low sales
prices of the Common Shares as reported on the American Stock
Exchange-Composite Transactions, on May 11, 1998.
Index to Exhibits begins at Page 17.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 of Park National Corporation (the "Registrant"), and all other
reports filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Shares contained in
the Registrant's Current Report on Form 8-K (File No. 1-13006) dated April 17,
1998 and filed with the Commission on April 21, 1998, is hereby incorporated by
reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part hereof from the date of filing of such documents;
provided, however, that no report on executive compensation and no performance
graph included in any proxy statement or information statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be incorporated herein by
reference.
Item 4. Description of Securities.
- ----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to
2
<PAGE> 3
be made a party, to any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
3
<PAGE> 4
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which
such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors
of the indemnifying corporation who were not and are not parties
to or threatened with the action, suit, or proceeding referred to
in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed
4
<PAGE> 5
services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2)
of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, the articles or the regulations of a
corporation state, by specific reference to this division, that the
provisions of this division do not apply to the corporation and unless
the only liability asserted against a director in an action, suit, or
proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit or
proceeding shall be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding,
upon receipt of an undertaking by or on behalf of the director in which
he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the
corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
5
<PAGE> 6
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, may be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding, as
authorized by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee,
member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions, and
shall continue as to a person who has ceased to be a director, trustee,
officer, employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters
of credit, or self-insurance, on behalf of or for any person who is or
was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant
to division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5),(6), and
(7) of this section. Divisions (E)(1)
6
<PAGE> 7
and (2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same
capacity.
Article Five of the Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
Section 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or
7
<PAGE> 8
not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. A person claiming indemnification
under this Section 5.01 shall be presumed, in respect of any act or
omission giving rise to such claim for indemnification, to have acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to
any criminal matter, to have had no reasonable cause to believe his
conduct was unlawful, and the termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
Section 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director
of the corporation who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer, employee
or agent of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, in
respect of any claim, issue or matter asserted in such action or suit as
to which he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas
of Licking County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite such adjudication
of liability, and in view of all the circumstances of the case, he is
fairly and reasonably entitled to such indemnity as such Court of Common
Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated
by this Section 5.02.
Section 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys'
fees, filing fees,
8
<PAGE> 9
court reporters' fees and transcript costs) actually and reasonably
incurred by him in connection therewith.
Section 5.04. DETERMINATION REQUIRED. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall
be made by the corporation only upon a determination that such
indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Section 5.01. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation who
were not and are not parties to, or threatened with, any such action,
suit or proceeding, or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by or who
has performed services for the corporation, or any person to be
indemnified, within the past five years, or (C) by the shareholders, or
(D) by the Court of Common Pleas of Licking County, Ohio or (if the
corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Section 5.04 at any time [including,
without limitation, any time before, during or after the time when any
such determination may be requested of, be under consideration by or
have been denied or disregarded by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by
the shareholders under division (C) of this Section 5.04]; and no
failure for any reason to make any such determination, and no decision
for any reason to deny any such determination, by the disinterested
directors under division (A) or by independent legal counsel under
division (B) or by the shareholders under division (C) of this Section
5.04 shall be evidence in rebuttal of the presumption recited in Section
5.01. Any determination made by the disinterested directors under
division (A) or by independent legal counsel under division (B) of this
Section 5.04 to make indemnification in respect of any claim, issue or
matter asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the person
who threatened or brought such action or suit, and within ten (10) days
after receipt of such notification such person shall have the right to
petition the Court of Common Pleas of Licking County, Ohio or the court
in which such action or
9
<PAGE> 10
suit was brought, if any, to review the reasonableness of such
determination.
Section 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) incurred in defending any action, suit or proceeding
referred to in Section 5.01 shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding to or on
behalf of the officer or director promptly as such expenses are incurred
by him, but only if such officer or director shall first agree, in
writing, to repay all amounts so paid in respect of any claim, issue or
other matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided in Section
5.04 that he is not entitled to be indemnified by the corporation as
provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted
by or in the right of the corporation in such action or suit, he shall
have been adjudged to be liable for acting with reckless disregard for
the best interests of the corporation or misconduct (other than
negligence) in the performance of his duty to the corporation, unless
and only to the extent that the Court of Common Pleas of Licking County,
Ohio or the court in which such action or suit was brought shall
determine upon application that, despite such adjudication of liability,
and in view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
Section 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article FIVE shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles or the Regulations or
any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be an officer or director of the corporation
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
10
<PAGE> 11
Section 5.07. INSURANCE. The corporation may purchase and
maintain insurance or furnish similar protection, including, but not
limited to trust funds, letters of credit, or self-insurance, on behalf
of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under
the provisions of this Article FIVE. Insurance may be purchased from or
maintained with a person in which the corporation has a financial
interest.
Section 5.08. CERTAIN DEFINITIONS. For purposes of this Article
FIVE, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article FIVE
shall be deemed to have been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 5.01,
or in defense of any claim, issue or other matter therein, if such
action, suit or proceeding shall be terminated as to such person, with
or without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in settlement
thereof (whether or not any such termination is based upon a judicial or
other determination of the lack of merit of the claims made against him
or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and
in a manner he reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in
11
<PAGE> 12
a manner "not opposed to the best interests of the corporation" within
the meaning of that phrase as used in this Article FIVE.
Section 5.09. VENUE. Any action, suit or proceeding to determine
a claim for indemnification under this Article FIVE may be maintained by
the person claiming such indemnification, or by the corporation, in the
Court of Common Pleas of Licking County, Ohio. The corporation and (by
claiming such indemnification) each such person consent to the exercise
of jurisdiction over its or his person by the Court of Common Pleas of
Licking County, Ohio in any such action, suit or proceeding.
The Registrant has purchased insurance coverage which insures
directors and officers against certain liabilities which might be incurred by
them in such capacities.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not Applicable.
Item 8. Exhibits.
- ------------------
See the Index to Exhibits attached hereto at page 17.
Item 9. Undertakings.
- ----------------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
12
<PAGE> 13
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
6 of this Part II, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
13
<PAGE> 14
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of Ohio, on the 14th day of May,
1998.
PARK NATIONAL CORPORATION
By: /s/ William T. McConnell
---------------------------------
William T. McConnell
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 14th day of May, 1998.
Signature Title
--------- -----
/s/ William T. McConnell Chairman of the Board, Chief Executive
- ----------------------------- Officer and Director
William T. McConnell
*C. Daniel DeLawder President and Director
- ----------------------------
C. Daniel DeLawder
*John W. Kozak Chief Financial Officer and Chief
- ---------------------------- Accounting Officer
John W. Kozak
*Maureen Buchwald Director
- ----------------------------
Maureen Buchwald
*James J. Cullers Director
- ----------------------------
James J. Cullers
*By Power of Attorney
/s/ William T. McConnell
- ----------------------------
William T. McConnell
(Attorney-in-Fact)
15
<PAGE> 16
Signature Title
--------- -----
*D. C. Fanello Director
- ----------------------------
D. C. Fanello
*R. William Geyer Director
- ----------------------------
R. William Geyer
*Philip H. Jordan, Jr. Director
- ----------------------------
Philip H. Jordan, Jr.
*Tamala Longaberger Kaido Director
- ----------------------------
Tamala Longaberger Kaido
*Howard E. LeFevre Director
- ----------------------------
Howard E. LeFevre
*Phillip T. Leitnaker Director
- ----------------------------
Phillip T. Leitnaker
*James A. McElroy Director
- ----------------------------
James A. McElroy
*John J. O'Neill Director
- ----------------------------
John J. O'Neill
*William A. Phillips Director
- ----------------------------
William A. Phillips
*J. Gilbert Reese Director
- ----------------------------
J. Gilbert Reese
*Rick R. Taylor Director
- ----------------------------
Rick R. Taylor
*John L. Warner Director
- ----------------------------
John L. Warner
*By Power of Attorney
/s/ William T. McConnell
- ----------------------------
William T. McConnell,
(Attorney-in-Fact)
16
<PAGE> 17
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5 Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to *
Registrant
10 Park National Corporation 1995 Incentive Stock Option Plan *
(as amended through April 20, 1998)
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Crowe, Chizek and Company LLP *
23(c) Consent of Vorys, Sater, Seymour and Pease LLP, counsel to *
Registrant (Included in Exhibit No. 5)
24 Powers of Attorney *
</TABLE>
- -------------------
*Filed herewith
17
<PAGE> 1
Exhibit 5
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
(614) 464-6400
May 14, 1998
Board of Directors
Park National Corporation
50 North Third Street
Newark, Ohio 43055
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Park National Corporation, an Ohio corporation (the "Company"), in
connection with the adoption of an amendment to the Park National Corporation
1995 Incentive Stock Option Plan (as amended, the "1995 Plan"), to make an
additional 500,000 common shares, without par value (the "Common Shares"), of
the Company available pursuant to the 1995 Plan; the granting of options to
purchase Common Shares of the Company pursuant to the 1995 Plan; and the
issuance and sale of Common Shares of the Company upon the exercise of options
granted and to be granted under the 1995 Plan, as described in the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on May 14, 1998. The purpose of the
Registration Statement is to register the additional 500,000 Common Shares
reserved for issuance under the 1995 Plan pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the 1995
Plan; (c) the Company's Articles of Incorporation, as amended; (d) the Company's
Regulations, as amended; and (e) certain proceedings of the directors and of the
shareholders of the Company. We have also relied upon such representations of
the Company and officers of the Company and such authorities of law as we have
deemed relevant as a basis for this opinion.
<PAGE> 2
Board of Directors
Park National Corporation
May 14, 1998
Page 2
We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the additional 500,000 Common Shares of the Company to be
registered under the Registration Statement have been issued and delivered by
the Company, upon the exercise of options granted under the 1995 Plan against
payment of the purchase price therefor, in accordance with the terms of the 1995
Plan, said Common Shares will be validly issued, fully paid and non-assessable,
assuming compliance with applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the 1995 Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us therein.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE> 1
Exhibit 10
Park National Corporation
1995 Incentive Stock Option Plan
(as amended through April 20, 1998)
<PAGE> 2
PARK NATIONAL CORPORATION
1995 INCENTIVE STOCK OPTION PLAN
(AS AMENDED THROUGH APRIL 20, 1998)
1. PURPOSE. This 1995 Incentive Stock Option Plan (the "Plan") is
intended as an incentive to encourage stock ownership by key employees of Park
National Corporation, an Ohio corporation (the "Company"), and its subsidiaries
by granting such key employees incentive stock options to purchase Common Shares
of the Company so that they may acquire or increase and retain a proprietary
interest in the long-term growth and financial success of the Company and its
subsidiaries. The Plan is intended to promote and advance the interests of the
Company and its shareholders by encouraging such key employees to enter into or
remain in the employment of the Company and/or its subsidiaries and to put forth
maximum efforts for the long-term growth and financial success of the Company
and its subsidiaries.
2. DEFINITIONS. For purposes of this Plan, the following terms when
capitalized shall have the meanings designated herein unless a different meaning
is plainly required by the context. Where applicable, the masculine pronouns
shall include the feminine and the singular shall include the plural.
(a) "Board" shall mean the Board of Directors of the Company.
(b) A "Change in Control" shall be deemed to have occurred on
the date the shareholders of the Company approve a definitive agreement (i) to
merger or consolidate the Company with or into another corporation, in which the
Company is not the continuing or surviving corporation or pursuant to which any
Common Shares would be converted into cash, securities or other property of
another corporation, other than a merger of the Company in which holders of
Common Shares immediately prior to the merger have the same proportionate
ownership of shares of the surviving corporation immediately after the merger as
immediately before, or (ii) to sell or otherwise dispose of substantially all
the assets of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder. References to a particular
section of the Code shall include references to successor provisions.
(d) "Committee" shall mean the Executive Committee of the
Board or such other committee of at least three persons, as may be appointed by
the Board from time to time to serve at the pleasure of the Board.
(e) "Common Shares" shall mean the common shares, without par
value, of the Company.
(f) "Company" shall mean Park National Corporation.
(g) "Disability" shall mean a disability within the meaning of
Section 22(e)(3) of the Code.
<PAGE> 3
(h) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, or any successor statute.
(i) The "Fair Market Value" of a Common Share on any relevant
date for purposes of any provision of this Plan shall mean the closing sale
price for the Company's Common Shares as shown on the American Stock Exchange -
Composite Transactions on that date or, if no such sale occurred on that date,
then for the next preceding day on which a sale was made. If the Common Shares
shall no longer be traded on the American Stock Exchange, the Fair Market Value
shall mean the last reported sales price of a Common Share of the Company on The
Nasdaq Stock Market or on any securities exchange on which the Common Shares may
be listed on such date or, if there are no reported sales on such date, then the
last reported sales price on the next preceding day on which such a sale was
transacted.
(j) "Incentive Option" shall mean an option granted under this
Plan which is an incentive stock option under the provisions of Section 422 of
the Code; and any provisions elsewhere in this Plan or in any such Incentive
Option which would prevent such option from being an incentive stock option may
be deleted and/or voided retroactively to the date of the granting of such
option, by the action of the Committee; and the Committee may retroactively add
provisions to this Plan or to any Incentive Option if necessary to qualify such
option as an incentive stock option.
(k) "Key Employee" shall mean any employee of the Company
and/or its Subsidiaries who in the opinion of the Committee has demonstrated a
capacity for contributing in substantial measure to the success of the Company
and its Subsidiaries.
(l) "Normal Retirement" shall mean separation from employment
with the Company and each of its Subsidiaries on or after the date a person has
attained age sixty-two (62).
(m) "Participant" shall mean a Key Employee selected by the
Committee to receive Incentive Options granted under this Plan.
(n) "Plan" shall mean the Park National Corporation 1995
Incentive Stock Option Plan, as amended.
(o) "Subsidiary" shall mean a corporation which is a
subsidiary corporation of the Company as that term is defined in Subsection
424(f) of the Code.
3. ELIGIBILITY. Any Key Employee, including those who are officers of
the Company, shall be eligible to receive Incentive Options pursuant to the Plan
if selected as a Participant. More than one Incentive Option may be granted to a
Key Employee.
4. COMMON SHARES SUBJECT TO THE PLAN. Incentive Options may be granted
under this Plan only for Common Shares of the Company. The Common Shares to be
issued and delivered by the Company upon exercise of Incentive Options granted
under this Plan shall
<PAGE> 4
be treasury shares. The aggregate number of Common Shares or which Incentive
Options may be granted under the Plan shall be 700,000. If, during the term of
this Plan, there shall be a stock split, stock dividend, combination or exchange
of shares or other similar change in the Company's capitalization, the aggregate
number of Common Shares for which Incentive Options may be granted under this
Plan, the number of Common Shares subject to outstanding Incentive Options and
the option price per Common Share of outstanding Incentive Options shall be
appropriately and proportionately adjusted to reflect the same. If any
outstanding Incentive Option under this Plan for any reason expires or is
terminated without having been exercised in full, the Common Shares allocable to
the unexercised portion of such Incentive Option shall (unless the Plan shall
have been terminated) become available for subsequent grants of Incentive
Options under the Plan. No Incentive Option may be granted under this Plan which
could cause the maximum limit to be exceeded.
5. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee.
(b) The Committee shall select the Participants to receive
Incentive Options from among the Key Employees and shall grant to such
Participants Incentive Options under, and in accordance with, the provisions of
this Plan.
(c) Subject to the express provisions of this Plan, the
Committee shall have the authority to adopt administrative regulations and
procedures which are consistent with the terms of this Plan; to adopt and amend
such option agreements as it deems it advisable; to determine the terms and
provisions of such option agreements (including the number of Common Shares with
respect to which Incentive Options are granted to a Participant who is a Key
Employee, the option price for Common Shares and the date or dates when each
Incentive Option or parts of it may be exercised) -- which terms shall comply
with the requirements of Section 6 below; to construe and interpret such option
agreements; to impose such limitations and restrictions as are deemed necessary
or advisable by counsel for the Company so that compliance with the Federal
securities laws and with the securities laws of the various states may be
assured; and to make all other determinations necessary or advisable for
administering this Plan. Decisions by the Committee may be made either by a
majority of its members at a meeting of the Committee duly called and held or
without a meeting by a writing signed by all of the members of the Committee.
All decisions and interpretations made by the Committee shall be binding and
conclusive on all Participants, their legal representatives and beneficiaries.
No member of the Board or of the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any Incentive
Option granted under it.
(d) With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 under the Exchange Act. To the extent any
provision of this Plan or action by the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.
(e) The Committee may designate any officers or employees of
the Company or its Subsidiaries to assist the Committee in the administration of
this Plan but the Committee may not delegate to them duties imposed on the
Committee under this Plan.
<PAGE> 5
6. TERMS AND CONDITIONS OF INCENTIVE OPTIONS. Incentive Options granted
under this Plan shall contain such terms as the Committee shall determine
subject to the following limitations and requirements:
(a) Option Price: Subject to the limitations of Subsection
6(g) below, the option price per Common Share of each Incentive Option shall be
equal to the Fair Market Value of the Company's Common Shares on the date of
grant of such Incentive Option.
(b) Period within which Incentive Option may be exercised:
Subject to the limitations of Subsections 6(c) and 6(g) below, each Incentive
Option granted under this Plan shall terminate (become non-exercisable) on the
fifth anniversary of the day immediately preceding the date of grant of such
Incentive Option.
(c) Termination of Incentive Options by reason of termination
of employment: If a Participant's employment with the Company and its
Subsidiaries terminates for any reason other than the death, Disability or
Normal Retirement of the Participant, all of such Participant's Incentive
Options shall terminate effective immediately upon termination of employment. If
the termination of employment was due to the Normal Retirement of the
Participant, such Incentive Options may be exercised in full, whether or not
then exercisable by their terms, and the right of the Participant to exercise
the Incentive Options shall terminate upon the earlier to occur of the
expiration of the term of the Incentive Options or three months after the date
of termination of employment. If the termination of employment was due to the
death of a Participant who was an employee of the Company and/or any Subsidiary
at the time of his death, such Incentive Options may be exercised in full,
whether or not then exercisable by their terms, and the right of the
representative or representatives of the Participant's estate (or the person or
persons who acquire (by bequest or inheritance) the rights to exercise the
Participant's Incentive Options) to exercise the Incentive Options shall
terminate upon the earlier to occur of the expiration of the term of the
Incentive Options or one year after the date of death. If the termination of
employment was due to the Disability of the Participant, such Incentive Options
may be exercised in full, whether or not then exercisable by their terms, and
the right of the Participant to exercise the Incentive Options shall terminate
upon the earlier to occur of the expiration of the term of the Incentive Options
or one year after the date of termination of employment. For purposes of this
Subsection 6(c), the date of termination of employment shall be the last day of
employment.
(d) Non-transferability: No Incentive Option granted under
this Plan shall be assignable or transferable except, in the event of the death
of a Participant, by his will or by the laws of descent and distribution. An
Incentive Option granted under this Plan shall be exercisable, during a
Participant's lifetime, only by him. In the event the death of a Participant
occurs, the representative or representatives of his estate, or the person or
persons who acquire (by bequest or inheritance) the rights to exercise his
Incentive Options granted under this Plan, may exercise any of the unexercised
Incentive Options or parts thereof prior to the expiration of the applicable
exercise period, as specified in Subsection 6(b), 6(c) or 6(g) of this Plan.
(e) Aggregate annual limit on Incentive Options: The aggregate
Fair Market Value (determined at the time of the grant of the Incentive Option)
of the Common Shares with respect to
<PAGE> 6
which Incentive Options are first exercisable by any Key Employee in any
calendar year under this Plan and all other plans of the Company and its
Subsidiaries shall not exceed $100,000.
(f) Partial Exercise: Unless otherwise provided in the
applicable option agreement, any exercise of an Incentive Option granted under
this Plan may be made in whole or in part; provided, however, that no single
purchase of Common Shares upon exercise of an Incentive Option shall be for less
than the lesser of (i) 200 Common Shares or (ii) the number of Common Shares
covered by the Incentive Option.
(g) 10% Shareholder: If a Participant owns (including
constructive ownership pursuant to Section 424(d) of the Code) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any of its Subsidiaries, then each Incentive Option granted under
this Plan to such Participant shall by its terms fix the option price per Common
Share to be at least 110% of the Fair Market Value of the Common Shares on the
date of grant of such Incentive Option and such Incentive Option shall terminate
(become non-exercisable) on the fifth anniversary of the day immediately
preceding the date of grant of such Incentive Option.
(h) Exercisability: Incentive Options granted to Key Employees
under the Plan shall be exercisable at such times and subject to such
restrictions and conditions as the Committee may impose at the time of grant of
such Incentive Options.
(i) Restrictions on resale or other disposition: At the time
of exercise of any Incentive Option, the Participant exercising such Incentive
Option shall enter into an agreement with the Company pursuant to which the
Common Shares acquired upon the exercise of the Incentive Option may not be sold
or otherwise disposed of by the Participant to any person other than the Company
for a period of five years after the date of exercise; provided, however, that
this restriction shall not apply in the event of the exercise of an Incentive
Option following the death, Disability or Normal Retirement of a Participant. In
the event that a Participant who acquired Common Shares upon the exercise of an
Incentive Option subsequently leaves the employ of the Company and/or its
Subsidiaries for any reason other than death, Disability or Normal Retirement,
and such Participant desires to sell or otherwise dispose of the Common Shares
so acquired prior to the termination of the five-year restriction period, such
Participant shall submit a written request to the Company to purchase such
Common Shares at a purchase price equal to the lesser of the option price at
which such Common Shares were purchased or the Fair Market Value of the Common
Shares on the date such individual's employment terminated.
(j) Reload Options: Upon the exercise by a Participant of an
Incentive Option (the "Original Option") in full or in part, the Committee shall
automatically grant to such Participant a new Incentive Option (a "Reload
Option") covering the same number of Common Shares as were the subject of the
exercise; provided, however, that (I) no Participant may be granted Reload
Options in any one year of the term of the Original Option as established on the
date of grant of the Original Option covering, with respect to all Reload
Options granted in such one year, more than the number of Common Shares which
were subject to the Original Option on the date of grant of such Original
Option; and (II) the number of Common Shares which would otherwise be covered by
a Reload Option granted to a Participant (whether upon exercise of an Original
Option or upon exercise of a
<PAGE> 7
previously-granted Reload Option) shall be reduced to the extent necessary to
ensure that the aggregate annual limit on Incentive Options specified in
Subsection 6(e) of this Plan is not exceeded. Notwithstanding anything in this
Section to the contrary, no Participant, or person who has acquired the right to
exercise a Participant's Incentive Options upon the Participant's death, who
exercises an Incentive Option upon or after termination of the Participant's
employment by reason of death, Disability or Normal Retirement, shall be granted
any Reload Options in connection with such exercise. In addition, no Reload
Options shall be granted with respect to Original Options exercised on or after
January 16, 2005.
7. PERIOD FOR GRANTING INCENTIVE OPTIONS. No Incentive Options shall be
granted under this Plan subsequent to the tenth anniversary of the day prior to
the date on which this Plan is adopted by the Board.
8. NO EFFECT UPON EMPLOYMENT STATUS. The fact that an employee has been
designated a Key Employee or selected as a Participant shall not limit or
otherwise qualify the right of his employer to terminate his employment at any
time.
9. METHOD OF EXERCISE. An Incentive Option granted under this Plan may
be exercised only by written notice to the Committee, signed by the Participant,
or in the event of his death, by such other person as is entitled to exercise
such Incentive Option. The notice of exercise shall state the number of Common
Shares in respect of which the Incentive Option is being exercised, and shall be
accompanied by the payment in cash or in check payable to the order of the
Company of an amount equal to the option price for the Common Shares being
purchased, all in accordance with such regulations, procedures and
determinations as may be adopted by the Committee pursuant to Subsection 5(c)
above. A certificate or certificates for the Common Shares purchased through the
exercise of an Incentive Option shall be issued in regular course after the
exercise of the Incentive Option and payment therefor. During the option period,
no person entitled to exercise any Incentive Option granted under this Plan
shall have any of the rights or privileges of a shareholder with respect to any
Common Shares issuable upon exercise of such Incentive Option until certificates
representing such Common Shares shall have been issued and delivered.
10. IMPLIED CONSENT OF PARTICIPANTS. Every Participant, by his
acceptance of an Incentive Option under this Plan, shall be deemed to have
consented to be bound, on his own behalf and on behalf of his heirs, permitted
assigns and legal representatives, by all of the terms and conditions of this
Plan.
11. CHANGE IN CONTROL. Upon the occurrence of a Change in Control, all
Incentive Options then outstanding under this Plan shall become exercisable in
full, whether or not then otherwise exercisable.
12. COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable securities
laws) for any act or thing done or left undone with respect to the price, time,
quantity or other conditions and circumstances of the purchase of Common Shares
under the terms of this Plan, so long as the Company acts in good faith.
<PAGE> 8
13. SECURITIES LAW RESTRICTIONS. The Committee shall take all necessary
or appropriate action to ensure that all option grants and all exercises of
options under this Plan are in full compliance with all Federal and state
securities laws. No Incentive Option granted under this Plan shall be
exercisable before the Common Shares subject to this Plan have been registered
or qualified for sale under appropriate Federal and state securities laws.
14. OPTION AGREEMENT. Each Participant receiving an Incentive Option
under this Plan shall enter into an agreement with the Company in a form
specified by the Committee agreeing to the terms and conditions of the Incentive
Option and such related matters as the Committee shall, in its sole discretion,
determine.
15. AMENDMENT AND TERMINATION OF THE PLAN. The Committee, with the
approval of the Board, may amend the Plan from time to time or terminate the
Plan at any time without the approval of the shareholders of the Company except
as such shareholder approval may be required (a) to satisfy the requirements of
Rule 16b-3 under the Exchange Act, (b) to satisfy applicable requirements of the
Code or (c) to satisfy applicable requirements of any securities exchange on
which are listed any of the Company's equity securities. No such action to amend
or terminate the Plan shall reduce the then existing number of any Participant's
Incentive Options or adversely change the term or conditions thereof without the
Participant's consent. If the Plan is terminated, any unexercised Incentive
Option shall continue to be exercisable in accordance with its terms.
Any amendment to this Plan requiring shareholder approval
shall only become effective as of the date it is approved by the affirmative
vote of the holders of three-fourths of the issued and outstanding shares of the
Company.
16. EFFECTIVE DATE. This Plan was adopted by the Board on January 17,
1995, and shall be effective on such date, provided it is approved by the
affirmative vote of the holders of three-fourths of the issued and outstanding
shares of the Company within twelve (12) months thereafter. Should the
shareholders of the Company fail to approve this Plan within such twelve (12)
months, this Plan and all outstanding Incentive Options shall thereafter be
deemed null and void and shall be of no further force or effect. No Incentive
Options granted under this Plan may be exercised prior to the approval of this
Plan by the shareholders of the Company.
17. GOVERNING LAW. This Plan and all actions taken hereunder
shall be governed by and construed in accordance with the laws of the State of
Ohio.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
<PAGE> 2
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Park National Corporation 1995 Incentive Stock Option
Plan, as amended, of our report dated January 20, 1998, with respect to the
consolidated financial statements of Park National Corporation incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended December
31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Columbus, Ohio
May 14, 1998
<PAGE> 1
Exhibit 23(b)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of the registration statement on Form S-8 for the Park
National Corporation 1995 Incentive Stock Option Plan of our report dated
January 22, 1997 on the 1996 consolidated financial statements of First-Knox
Banc Corp., which report is included in Park National Corporation's 1997 Annual
Report on Form 10-K.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
May 14, 1998
<PAGE> 1
EXHIBIT 24
Powers of Attorney
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ William T. McConnell
------------------------
William T. McConnell
<PAGE> 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ C. Daniel DeLawder
------------------------
C. Daniel DeLawder
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ John W. Kozak
-----------------
John W. Kozak
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as her
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 20th
day of April, 1998.
/s/ Maureen Buchwald
--------------------
Maureen Buchwald
<PAGE> 6
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ James J. Cullers
--------------------
James J. Cullers
<PAGE> 7
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ D. C. Fanello
-----------------
D. C. Fanello
<PAGE> 8
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ R. William Geyer
--------------------
R. William Geyer
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ Philip H. Jordan, Jr.
--------------------------
Philip H. Jordan, Jr.
<PAGE> 10
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as her
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 20th
day of April, 1998.
/s/ Tamala Longaberger Kaido
-----------------------------
Tamala Longaberger Kaido
<PAGE> 11
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ Howard E. LeFevre
---------------------
Howard E. LeFevre
<PAGE> 12
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ Phillip T. Leitnaker
-------------------------
Phillip T. Leitnaker
<PAGE> 13
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ James A. McElroy
--------------------
James A. McElroy
<PAGE> 14
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ John J. O'Neill
-------------------
John J. O'Neill
<PAGE> 15
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ William A. Phillips
------------------------
William A. Phillips
<PAGE> 16
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ J. Gilbert Reese
--------------------
J. Gilbert Reese
<PAGE> 17
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ Rick R. Taylor
------------------
Rick R. Taylor
<PAGE> 18
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of PARK NATIONAL CORPORATION, an Ohio corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to options granted under the PARK NATIONAL CORPORATION 1995
INCENTIVE STOCK OPTION PLAN, AS AMENDED, hereby constitutes and appoints WILLIAM
T. MCCONNELL, C. DANIEL DELAWDER and DAVID C. BOWERS, and each of them, as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The
American Stock Exchange, granting unto each of said attorneys-in-fact, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 20th
day of April, 1998.
/s/ John L. Warner
------------------
John L. Warner
04/21/98 - 8100138.01
