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Correspondence

PARK NATIONAL CORPORATION

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

April 2, 2009

Via EDGAR Transmission

Mr. Mark Webb

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4561

RE: Response to Comment Letter dated March 27, 2009 concerning the review of Park National
Corporation’s Form 10-K for the fiscal year ended December 31, 2008, filed February 25, 2009, File
No. 001-13006

Dear Mr. Webb:

Management of Park National Corporation (“Park,” “we” or “our”) has reviewed the above-referenced
comment letter and offers the following explanations:

Lending Activities, page 9

Residential Real Estate and Commercial Loans, page 12

    1.

    Please tell us and revise future filings to disclosure if variable rate loans are
underwritten at fully indexed rates or at initial, introductory rates. If these loans are not
underwritten at fully indexed rates, please include an expanded discussion of the associated
loan products and how you monitor the increased credit risks associated with interest rate
resets.

For residential adjustable rate mortgage (ARM) loans, the rates used to qualify borrowers are
determined as follows:

    •

    For one-year or two-year ARM loans with Loan-to-Value (LTV) less than or equal to
80% or three-year or five-year ARM loans with LTV less than or equal to 100%, borrowers
are qualified at the initial rate;

    •

    For all other loans, borrowers are qualified at the initial rate plus 2%; and

    •

    For residential ARM loans, Park uses the U.S. Treasury index for rate changes.

It should be noted that the Park pricing strategy generally does not include low introductory or
“teaser” rates and initial rates are often priced at a premium relative to the fully indexed rates.

The underwriting of all commercial loans, regardless of type, includes cash flow analyses with
rates shocked 400 basis points. For commercial loans, we use several different indices. However,
the national prime rate is the most common index that Park uses.

Page 2

April 2, 2009

We will include this disclosure in future filings.

    2.

    Please tell us and revise future filings to disclose whether the underwriting policies and
procedures for loans originated by Visions Bank prior to its acquisition by you were the same
as yours. If not, please discuss the primary differences in the various loan products and
underwriting policies and procedures.

Two significant changes in Vision Bank’s policies/underwriting procedures have been instituted
since the merger:

    i)

    Prior to the merger, Vision Bank’s underwriting did not necessarily include a
thorough examination of the full scope of the borrower’s situation. Vision Bank’s
underwriting was more akin to traditional project financing narrowly focused on the
merits of a particular project. Since the merger, Vision Bank’s underwriting now
includes a full underwriting examination of all material aspects of the operations of
the borrower (with the borrower defined as both the direct obligor and any guarantor)
including:

    •

    ancillary businesses that comprise a material portion of the
borrower’s cash flow;

    •

    contingent debt obligations;

    •

    verification of liquidity; and

    •

    analysis of the probability that cash flow from “gains on sale”
will continue

    ii)

    The Park policies are more limiting in terms of speculative financing than the
Vision Bank policy prior to the merger had been. Speculative loans Vision Bank may
contemplate for the purpose of land acquisition and development must be supported by
the borrower’s outside sources of cash flow which can repay the loans without selling
the subject properties. These outside sources of cash flow must be thoroughly analyzed
to determine the likelihood that they will be able to repay the loans if the subject
projects do not perform.

Additionally, commercial real estate loan limits have been implemented so that exposure to specific
segments of the commercial real estate market (Homebuilders, Condo projects, Acquisition &
Development, Raw Land) are limited to a percentage of Park’s capital. These limits prevent Vision
Bank from making certain types of commercial real estate loans.

We will include this type of disclosure in future filings.

Page 3

April 2, 2009

Exhibit 13

Credit Experience, page 39

    3.

    We note your disclosure of the significant credit quality issues in the loan portfolio
acquired from Visions Bank. We also note the significant deterioration of your credit quality
ratios at each quarter in 2008 and at December 31, 2008. Considering the following trends in
your asset quality ratios, please tell us and revise future filings to provide a more robust
discussion of how management developed the allowance for loan losses and the associated
provision in each quarter of 2008, including the facts and circumstances resulting in the
recognition of approximately 46% of the total 2008 provision in the fourth quarter.

    •

    Non-performing loans increased approximately 54% at December 31, 2008 from
December 31, 2007.

    •

    Charge-offs increased approximately 139% at December 31, 2008 from December
31, 2007.

    •

    Non-performing loans as a percentage of the allowance for loan losses
decreased approximately 26% at December 31, 2008 from December 31, 2007.

    •

    We note that charge-offs in 2008 approximated 57% of non-performing loans at
December 31, 2007. Please explain why you believe, if true, that you will not
experience similar charge-offs in 2009.

We have listed in the table below the year-end 2007, year-end 2008 and 2008 quarterly
information pertaining to the provision for loan losses, net loan charge-offs,
non-performing loans and the allowance for loan losses:

    Provision

    for Loan

    Net Loan

    Non-Performing

    Allowance for

    (In Thousands)

    Losses

    Charge-Offs

    Loans

    Loan Losses

    Year-End 2007

    $
    29,476

    $
    22,208

    $
    108,477

    $
    87,102

    March 2008

    $
    7,394

    $
    8,648

    $
    111,300

    $
    85,848

    June 2008

    $
    14,569

    $
    14,372

    $
    113,500

    $
    86,045

    Sept. 2008

    $
    15,906

    $
    12,756

    $
    132,300

    $
    89,195

    Dec. 2008

    $
    32,618

    $
    21,725

    $
    167,778

    $
    100,088

    Totals for 2008

    $
    70,487

    $
    57,501

Historically, Park’s management has aggressively recorded partial loan charge-offs on
non-performing loans to write down the loans to their fair value. As a result of this
practice, the level of non-performing loans would not typically be a good indicator of
future net loan charge-offs for Park, because we have already taken write-downs on many of
these problem loans. However, an increase in the level of non-performing loans has
historically been a great indicator of an increase in net loan charge-offs. Traditionally,
Park’s management has been quick to recognize a charge-off on a problem loan.

At December 31, 2007, Park had a total of $108.5 million in non-performing loans. Partial
loan charge-offs of $10 million had been taken on these loans as of year-end 2007.

During the first quarter of 2008, non-performing loans increased by only $2.8 million.
Park’s management did not anticipate that the level of non-performing loans was going to
increase so dramatically during the second half of 2008.

Page 4

April 2, 2009

When determining the quarterly loan loss provision, Park reviews the grades of commercial
loans. These loans are graded from 1 to 8. A grade of 1 indicates little or no credit risk
and a grade of 8 is considered a loss. Commercial loans with grades of 1 to 4 are not
considered to be of high credit risk. Commercial loans graded a 5 are considered to be
watch credits and a higher loan loss reserve percentage is used on these loans. Commercial
loans graded 6 are considered of higher risk and as a result a higher loan loss reserve
percentage is used on these loans. Generally, commercial loans that are graded a 6 are
considered for partial charge-offs. Commercial loans that are graded a 7 are shown as
non-performing and Park generally charges these loans down to their fair value by taking a
partial charge-off. Any commercial loan graded a 8 is completely charged-off.

Economic conditions deteriorated in the fourth quarter of 2008. Park experienced a
significant increase in commercial loans graded 6 or 7 and also a significant increase in
net loan charge-offs.

The following table displays the unemployment rate in the U.S. and the change in the U.S.
gross domestic product (GDP) in 2008.

    Unemployment

    GDP

    January 2008

    4.9
    %

    February 2008

    4.8
    %

    March 2008

    5.1
    %

    .9
    %

    April 2008

    5.0
    %

    May 2008

    5.5
    %

    June 2008

    5.6
    %

    2.8
    %

    July 2008

    5.8
    %

    August 2008

    6.2
    %

    September 2008

    6.2
    %

    <.5
    %>

    October 2008

    6.6
    %

    November 2008

    6.8
    %

    December 2008

    7.2
    %

    <6.3
    %>

This table clearly shows that economic conditions in the U.S. significantly deteriorated in
the fourth quarter of 2008.

In your comment, you correctly note that Park recognized approximately 46% of the total 2008
provision for loan losses in the fourth quarter. We agree that this is unusual, but note
that we consistently followed our procedures for computing the loan loss provision on a
quarterly basis in 2008. As we explained, the severe change in economic conditions in the
fourth quarter of 2008 was the major reason why the loan loss provision was so large for the
quarter. Page 32 of Park’s 2008 Annual Report has a detailed description of the procedures
that are followed on a quarterly basis in determining the adequacy of the allowance for loan
losses.

The Board of Governors of the Federal Reserve System on a quarterly basis publishes a Bank
Holding Company Performance Report. This report contains valuable information about the
banking industry. Our peer group contains 91 bank holding companies with assets between $3 billion
and $10 billion. From reviewing this peer group Performance Report, we note the median loan
loss provision for our peer banks as a percentage of average assets was .92% for 2008. We
also note that this percentage was .72% for the first nine months of 2008 as shown on the
September 30, 2008 Bank Holding Company Performance Report. These percentages indicate that
the median loan loss provision as a percentage of average assets for the fourth quarter for
our peer banks was 1.52%. This means that approximately 41% of the 2008 loan loss provision
for our peer banks was recognized in the fourth quarter of 2008.

Page 5

April 2, 2009

We provided guidance on page 39 of our 2008 Annual Report that management expects the loan
loss provision to be approximately $45 million for 2009. By comparison, the provision for
loan losses was $70 million for 2008 and $29 million for 2007.

We also noted in our 2008 Annual Report (on page 40) that partial loan charge-offs of
approximately $30 million had been recognized on non-performing loans at year-end 2008.

Management forecast a reduced loan loss provision of $45 million for 2009, because of the
large amount of charge-offs that already have been recognized on problem loans.
Non-performing loans were $168 million at year-end 2008, compared to $108 million at
year-end 2007 and $33 million at year-end 2006. Management does not anticipate a
significant increase in non-performing loans in 2009 and as a result concluded that the
expected loan loss provision would be $45 million for 2009.

The loan loss provision for Vision Bank was $47 million in 2008 and net loan charge-offs
were $39 million. Management expects that the provision for loan losses and related net
loan charge-offs will decrease in 2009 at Vision Bank. Park has owned Vision Bank since
March 9, 2007 and has had 21 months to review larger credits and recognize the loan
charge-offs on these credits. As a result of the diligent review of the Vision Bank loan
portfolio in 2008, management expects a significant decrease in net loan charge-offs and the
related loan loss provision at Vision Bank in 2009. Net loan charge-offs as a percentage of
average loans were 5.69% at Vision Bank in 2008. Park’s management expects that this ratio
will significantly decrease in 2009.

Please note that management will update this estimate in each Form 10-Q Park files in 2009,
as well as provide an update on the related circumstances affecting a change in our
estimate.

Table 12 – Consolidated Five-Year Selected Financial Data, page 43

Table 13 – Quarterly Financial Data, page 44

    4.

    Please refer to your presentation of net income and EPS before impairment charge. We believe
that your presentation of non-GAAP measures for recurring items does not comply with the
spirit of the Commission’s guidance on these measures. Accordingly, please revise your
presentations as necessary to address the following:

    •

    Please revise your future filings to eliminate such Non-GAAP measures which
exclude recurring items. In light of the goodwill impairment charges recorded
in 2008 and 2007 and your remaining goodwill balance, it appears such charges
may be considered recurring. Refer to Question 8 under Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures (the FAQ’s) which is
available on our website.

Page 6

April 2, 2009

    •

    Based on the guidance of Question 11 under Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures which is available on our
website, it appears that your earnings per share measures, as well as return on
equity, return on assets, and efficiency ratios which exclude such items are
prohibited and should be removed because the items which are being excluded do
in fact accrue directly to shareholders.

We respectfully disagree with your comment concerning the Non-GAAP disclosures that we have
made concerning the goodwill impairment charge of $54 million in 2007 and $55 million in
2008. We believe that it is a useful disclosure to include this Non-GAAP disclosure for the
following reasons:

    a.)

    Our Non-GAAP disclosure is not a substitute for the GAAP
disclosure. It is simply in addition to the GAAP disclosure and in our opinion
improves the ability of the reader of our consolidated financial statements to
compare the operating results in 2008 and 2007 with the results for 2006, 2005
and 2004.

For example, let’s look at the return on average assets for the past five years.

    2008

    2007

    2006

    2005

    2004

    Return on Average Assets

    .20
    %

    .37
    %

    1.75
    %

    1.71
    %

    1.81
    %

A reader can look at this and conclude that the sharp reduction in the return on
average assets was due to the goodwill impairment charges in 2008 and 2007. However,
by including the additional Non-GAAP disclosure shown below, the reader of our
consolidated financial statements has a better understanding of Park’s situation.

    2008

    2007

    2006

    2005

    2004

    Return on Average Assets
Excluding Impairment

    1.02
    %

    1.24
    %

    1.75
    %

    1.71
    %

    1.81
    %

Now, the reader of our consolidated financial statements looks at this disclosure and
rightfully concludes that Park had a significant drop in return on average assets
that is not related to the goodwill impairment charges. We believe that our Non-GAAP
disclosure thus aids the reader of our consolidated financial statements.

    b.)

    On a going forward basis, we believe that the Non-GAAP disclosure
is very important. Most probably, Park will not record a goodwill impairment
charge in the future