SecProbe.io

September 29, 2011
 Via E-mail

John W. Kozak Chief Financial Officer Park National Corporation 50 North Third Street P.O. Box 3500 Newark, Ohio 43058
Re: Park National Corporation
 Form 10-K for the Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed August 15, 2011 File No. 001-13006

Dear Mr. Kozak:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have asked for revisi ons, please include a draft of your proposed
disclosures that clearly identifie s new or revised disclosures.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended December 31, 2010

General Comments

1. We note that you disclose in your Quarterly Report on Form 10-Q for the quarter ended
June 30, 2011, that you intend to file an  amended 10-K because you have now
determined that there was a material deficien cy in your internal controls over financial
reporting.  Given the impact that this determination has over not only your controls and
procedures disclosure require d by Item 9A of Form 10-K, but also on Management’s

John W. Kozak Park National Corporation September 29, 2011 Page 2

 Report on Internal Controls as well as Crow  Horvath’s report, please provide us with
your analysis supporting your conclusion th at an Item 4.02 8-K was not required.
 Management’s Discussion and Analysis - Incorporat ed from the Financial Review Section of the
Company’s Annual Report filed as Exhibit 13

2. Given the extensive impact of the performan ce of Vision and the impact of the credit
problems with loans originated by Vision on your financial results, revise future filings to
discuss all material steps taken by Manageme nt to remediate the problems at Vision.
Also, include management’s view of how l ong Vision’s results will continue to drag
down overall company performance.  Please refer to Item 303(a) of Regulation S-K,
including Instructi on 3 to Item 303(a).

Executive Compensation - Incorporated from Defi nitive Proxy Statement on Schedule 14A filed
March 14, 2011
Compensation Discussion and Analysis
Executive Summary, page 34
3. We note that your Compensation Discussion and Analysis section includes only one
named executive officer aside from the PEO and PFO.  We also note that your proxy statement lists only three executive officers.   Please tell us, with a view toward
disclosure, how you determined which persons  are designated as executive officers of
your company, as defined by Rule 3b-7 a nd please explain why you have included
compensation information for only one executi ve officer other than the PEO and PFO.
Refer to Item 402(a)(3)(iii) of Regulation S-K.
Factors Influencing Comp ensation in 2010, page 38

4. We note your disclosure on page 39 that pur suant to the Interim Final Rule, you are
prohibited from paying and accruing any bonus es, retention awards or incentive
compensation to or on behalf of your NEOs.  We note also that you have increased the
base salaries of the NEOs to supplement th e incentive compensation that they may have
received if not for the restrictions of the In terim Final Rule.  Please tell us, with a view
toward disclosure, how the Committee conclude d that this practice does not conflict with
the restrictions put in place by the Interim Fi nal Rule.  Please also tell us whether the
Compensation Committee considered your tota l cash compensation levels in comparison
to the compensation levels of the members of y our peer group that are participants in the
Capital Purchase Program.  Finally, please note the reasons noted by the Compensation
Committee in determining to provide increases in  salary that directly reflect the decrease
in incentive compensation mandated by the Interim Final Rule.

John W. Kozak Park National Corporation September 29, 2011 Page 3

 Form 10-Q for the Quarter Ended June 30, 2011

Item 2 – Management’s Discussion and Analysis, page 35

5. We note that you substantially increased your holdings of cash and cash equivalents in
the second quarter of 2011 over the second quart er of 2010.  We also note that your net
interest margin declined in 2011 over 2010.  To  the extent that you continue to hold a
higher percentage of liquid assets in future  periods, starting w ith the September 30, 2011
quarter, please address Management’s reasons for adopting this asset mix, and the impact
upon your net interest margin a nd overall rate of return.
Item 4 – Controls and Procedures
Changes in Internal Control Over Financial Reporting, page 55
6. We note your disclosure that management determined, after an exit interview with
Vision’s regulators, that a si gnificant deficiency identif ied at December 31, 2010 should
have been characterized as a material wea kness in your internal control over financial
reporting disclosure.  Please tell us, with a vi ew toward disclosure, whether the revelation
that your review process with regard to your internal contro ls and disclosure controls
failed to accurately evaluate the deficiency at Vision caused you to reevaluate the overall
effectiveness of your review program and the quality of your effectiveness and deficiency
determinations.  Also, please explain what st eps, if any, management has taken, and will
take, in order to ensure that your internal control over financial re porting and disclosure
controls and procedures are effective going forward.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

John W. Kozak Park National Corporation September 29, 2011 Page 4

 Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3419 with any
questions.
Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel