PARK NATIONAL CORPORATION Issuer And Trustee INDENTURE

Trust Indenture Act Section		Indenture Section
Sec.310(a)(1)		609
(a)(2)		609
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(a)(5)		609
(b)		608; 610
Sec.311(a)		613
(b)		613
Sec.312(a)		701; 702
(b)		702
(c)		702
Sec.313(a)		703
(b)		703
(c)		703
(d)		703
Sec.314(a)		704
(a)(1)		704
(a)(2)		704
(a)(3)		704
(a)(4)		1004
(b)		Not Applicable
(c)(1)		102
(c)(2)		102
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		102
(f)		Not Applicable
Sec.315(a)		601, 603
(b)		602
(c)		601
(d)		601
(e)		514
Sec.316(a)		101
(a)(1)(A)		502; 512
(a)(1)(B)		513
(a)(2)		Not Applicable
(b)		508
(c)		104
Sec.317(a)(1)		503
(a)(2)		504
(b)		1003
Sec.318(a)		107

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 101	Definitions	1
	Section 102	Compliance Certificates and Opinions	6
	Section 103	Form of Documents Delivered to Trustee	6
	Section 104	Acts of Holders; Record Dates	7
	Section 105	Notices, Etc., to Trustee and Company	8
	Section 106	Notice to Holders; Waiver	8
	Section 107	Conflict with Trust Indenture Act	9
	Section 108	Effect of Headings and Table of Contents	9
	Section 109	Successors and Assigns	9
	Section 110	Separability Clause	9
	Section 111	Benefits of Indenture	9
	Section 112	Governing Law	9
	Section 113	Legal Holidays	9
	Section 114	Language of Notices, Etc.	10
	Section 115	Interest Limitation	10
	Section 116	No Personal Liability of Officers, Directors, Employees or Shareholders	10
	Section 117	Applicability of Depositary	10
	Section 118	Duplicate Originals; Electronic Delivery	11
ARTICLE II SECURITY FORMS			11
	Section 201	Forms Generally	11
	Section 202	Form of Face of Security	11
	Section 203	Form of Reverse of Security	13
	Section 204	Global Securities	17
	Section 205	Form of Trustee’s Certificate and Authorization	17
ARTICLE III THE SECURITIES			18
	Section 301	Amount Unlimited; Issuable in Series	18
	Section 302	Denominations	20
	Section 303	Execution, Authentication, Delivery and Dating	20
	Section 304	Temporary Securities	22
	Section 305	Registration, Registration of Transfer and Exchange	22
	Section 306	Mutilated, Destroyed, Lost and Stolen Securities	23
	Section 307	Payment of Interest; Interest Rights Preserved	24
	Section 308	Persons Deemed Owners	25
	Section 309	Cancellation	25
	Section 310	Computation of Interest	25
	Section 311	CUSIP Numbers	25
ARTICLE IV SATISFACTION AND DISCHARGE			26
	Section 401	Satisfaction and Discharge of Indenture	26
	Section 402	Application of Trust Money	27

ARTICLE V DEFAULTS AND REMEDIES			27
	Section 501	Events of Default	27
	Section 502	Acceleration of Maturity; Rescission and Annulment	27
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	28
	Section 504	Trustee May File Proofs of Claim	29
	Section 505	Trustee May Enforce Claims Without Possession of Securities	29
	Section 506	Application of Money Collected	29
	Section 507	Limitation on Suits	30
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest	30
	Section 509	Restoration of Rights and Remedies	30
	Section 510	Rights and Remedies Cumulative	30
	Section 511	Delay or Omission Not Waiver	31
	Section 512	Control by Holders	31
	Section 513	Waiver of Past Defaults	31
	Section 514	Undertaking for Costs	31
ARTICLE VI THE TRUSTEE			32
	Section 601	Certain Duties and Responsibilities	32
	Section 602	Notice of Defaults	32
	Section 603	Certain Rights of Trustee	33
	Section 604	Not Responsible for Recitals or Issuance of Securities	34
	Section 605	May Hold Securities	34
	Section 606	Money Held in Trust	34
	Section 607	Compensation and Reimbursement	34
	Section 608	Disqualification; Conflicting Interests	35
	Section 609	Corporate Trustee Required; Eligibility	35
	Section 610	Resignation and Removal; Appointment of Successor	35
	Section 611	Acceptance of Appointment by Successor	36
	Section 612	Merger, Conversion, Consolidation or Succession to Business	37
	Section 613	Preferential Collection of Claims Against Company	37
	Section 614	Appointment of Authenticating Agent	38
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY			40
	Section 701	Company to Furnish Trustee Names and Addresses of Holders	40
	Section 702	Preservation of Information; Communications to Holders	40
	Section 703	Reports by Trustee	40
	Section 704	Reports by Company	40
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			41
	Section 801	Company May Consolidate, Etc., Only on Certain Terms	41
	Section 802	Successor Substituted	41
ARTICLE IX SUPPLEMENTAL INDENTURES			42
	Section 901	Supplemental Indentures Without Consent of Holders	42
	Section 902	Supplemental Indentures with Consent of Holders	43
	Section 903	Execution of Supplemental Indentures	44
	Section 904	Effect of Supplemental Indentures	44
	Section 905	Conformity with Trust Indenture Act	44
	Section 906	Reference in Securities to Supplemental Indentures	44
ARTICLE X COVENANTS			44
	Section 1001	Payment of Principal, Premium and Interest	44
	Section 1002	Maintenance of Office or Agency	44
	Section 1003	Money for Securities Payments to Be Held in Trust	45
	Section 1004	Statement by Officers as to Default; Change in Fiscal Year	46
	Section 1005	Waiver of Certain Covenants	46

ARTICLE XI REDEMPTION OF SECURITIES			46
	Section 1101	Applicability of Article	46
	Section 1102	Election to Redeem; Notice to Trustee	46
	Section 1103	Selection by Trustee of Securities to be Redeemed	46
	Section 1104	Notice of Redemption	47
	Section 1105	Deposit of Redemption Price	47
	Section 1106	Securities Payable on Redemption Date	48
	Section 1107	Securities Redeemed in Part	48
ARTICLE XII SINKING FUNDS			48
	Section 1201	Applicability of Article	48
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	48
	Section 1203	Redemption of Securities for Sinking Fund	49
ARTICLE XIII DEFEASANCE			49
	Section 1301	Applicability of Article	49
	Section 1302	Legal Defeasance	49
	Section 1303	Covenant Defeasance	51
	Section 1304	Application by Trustee of Funds Deposited for Payment of Securities	52
	Section 1305	Repayment to Company	52
	Section 1306	Reinstatement	52
ARTICLE XIV SUBORDINATION OF SECURITIES			52
	Section 1401	Securities Subordinated to Senior Debt	52

(1)

the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)

all other terms used herein which are defined in the Trust Indenture Act, either directly, or by reference therein, have the meanings assigned to them therein;

(3)

all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(4)

the word “including” means “including without limitation”;

(5)

the words “hereby,” “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(6)

the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture.

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)

with respect to any other Person (including a business trust), the board of trustees or committee of such Person serving a similar function.

(1)

Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2)

Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor has been made;

(3)

Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and

(4)

Securities, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected Defeasance or Covenant Defeasance as provided in Article XIII;

(1)

a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)

a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)

a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

(1)

the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made in writing and actually received by the Trustee at its office at Global Corporate Trust Service, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at any other address previously furnished in writing by the Trustee, or

(2)

the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, addressed to it at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company.

No.	$
[CUSIP No.]

Dated:
			PARK NATIONAL CORPORATION
			By:
			Name:
			Title:

Year		Redemption Price for Redemption Through Operation of the Sinking Fund		Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund

Year		Redemption Price for Redemption Through Operation of the Sinking Fund		Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund

Dated:				(Signature)
Signature Guarantee:

	U.S. BANK NATIONAL ASSOCIATION
	As Trustee
	By:
		Authorized Signatory

(1)

the form and title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2)

any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3)

the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4)

the date or dates on which the Securities will be issued and on which the principal of, and premium, if any, on the Securities of the series is payable or the method of determination thereof;

(5)

the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;

(6)

the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

(7)

the period or periods, if any, within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company or otherwise, if the Company is to have that option;

(8)

the obligation, if any, and the option, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(9)

if other than minimum denominations of $1,000 and any integral multiple in excess thereof, the minimum denominations in which Securities of the series shall be issuable;

(10)

whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;

(11)

the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be denominated, payable, redeemable or purchasable if other than Dollars and the manner of determining the equivalent thereof in Dollars for purposes of the definition of “Outstanding” in Section 101;

(12)

if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index (including an index based on a currency or currencies other than that in which the Securities of that series are payable), the index, any replacement indices, the manner in which such indices shall be selected and the manner in which such amounts shall be determined;

(13)

if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;

(14)

the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable;

(15)

if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504 or the method of determination thereof;

(16)

if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities (and whether in temporary or permanent global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;

(17)

any deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of the Company set forth in Article X pertaining to the Securities of the series;

(18)

if and the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may include capital stock, of any class or series of the Company or any other issuer;

(19)

if other than as provided in Article IV and Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged;

(20)

if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent;

(21)

if other than as provided in Section 305, any restrictions or other provisions with respect to the transfer or exchange of the Securities; and

(22)

any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

(1)

if the form (or the manner of determining the form) of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2)

if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel;

(3)

that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, whether applied in an action at law or in equity, and will be entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; and

(4)

such other matters as the Trustee may reasonably request;

(1)

The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at its address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)

The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which such Securities may be listed or traded, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(1)

either

(A)

all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B)

all such Securities not theretofore delivered to the Trustee for cancellation

(i)

have become due and payable,

(ii)

will become due and payable at their Stated Maturity within one year, or

(iii)

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

(2)

the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; and

(3)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with.

(1)

default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof); or

(2)

default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether or not such payment is prohibited by the provisions of Article XIV hereof); or

(3)

default in the performance, or breach, of any term, covenant or warranty of the Company in this Indenture (other than a term, covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

(4)

the Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of any order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; or

(5)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 90 days; or

(6)

any other Event of Default provided as contemplated by Section 301 with respect to Securities of that series.

(1)

the Company has paid or deposited with the Trustee a sum sufficient to pay

(A)

all overdue interest on all Securities of that series,

(B)

the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C)

to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D)

all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2)

all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

(1)

default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof), or

(2)

default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment is prohibited by the provisions of Article XIV hereof),

(1)

such ▇▇▇▇▇▇ has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2)

Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)

such Holder or Holders have offered and, if requested, provided to the Trustee security or indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities that may be incurred in compliance with such request;

(4)

the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of such security or indemnity has failed to institute any such proceeding; and

(5)

no direction inconsistent with such written request has been given to the Trustee during such 60-day period by Holders of a majority in principal amount of the Outstanding Securities of that series;

(1)

such direction shall not be in conflict with any rule of law or with this Indenture;

(2)

the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and

(3)

subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law.

(1)

a continuing default in the payment of the principal of or any premium or interest on any Security of such series, or

(2)

a default in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

(1)

the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee; and

(2)

in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture.

(1)

this Subsection shall not be construed to limit the effect of clause (a) above;

(2)

the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(3)

the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(4)

no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(1)

the Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)

any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (or in the case of a Periodic Offering, as agreed in procedures set forth in a Company Order pursuant to Section 303) and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

(3)

whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4)

the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5)

the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6)

the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may, without obligation to do so, make such further inquiry or investigation into such facts or matters as it may see fit; and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(7)

the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8)

the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded;

(9)

the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(10)

in no event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(1)

to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)

to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith; and

(3)

to indemnify, defend, protect and hold each of the Trustee acting in any capacity or any predecessor Trustee and their agents, accountants, consultants, counsel and other experts employed by it in the exercise and performance of its powers and duties as Trustee harmless from and against any and all losses, liabilities, damages, costs or expenses suffered or incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability, damage, cost or expense may be attributable to its gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, and the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee).  The Trustee will notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company will not relieve the Company of its obligations hereunder.  The Company will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, in no event shall the Company have the right, without the Trustee’s consent, to settle any such claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Trustee, (iii) provides for injunctive relief, or other relief other than monetary damages, or (iv) does not contain an unconditional release of the Trustee from all liability on all claims that are the subject matter of the related dispute or proceeding.

(1)

the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2)

the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3)

the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

			U.S. BANK NATIONAL ASSOCIATION
			As Trustee
Date:			By:
			As Authenticating Agent
			By:
			Authorized Signatory

(1)

semi-annually, not later than each Interest Payment Date in each year (or, if interest is payable quarterly, then quarterly, not later than every second Interest Payment Date in each year), a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding Regular Record Date, and

(2)

at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

(1)

the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance or transfer or other disposition, or which leases, all or substantially all of such properties and assets shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to be performed or observed;

(2)

immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default shall have occurred and be continuing;

(3)

if, as a result of any such consolidation or merger or such conveyance, transfer or lease, such properties or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby and such encumbrances shall be deemed to be permitted by this Indenture; and

(4)

the Company has delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

(1)

to evidence the succession of another Person to the Company or successive successions under this Indenture and the Securities and the assumption by such successor Person of the covenants, agreements and obligations of the Company under this Indenture and the Securities;

(2)

to add to the Events of Default such further Events of Default for the protection of the Holders of all or any series of such Securities; provided, that, in respect of any such additional Events of Default, such supplemental indenture may provide for a particular grace period after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an event of default or may limit the remedies available to the trustee upon such an event of default or may limit the rights of the Holders of all or any series of such Securities upon such an Event of Default;

(3)

to add to the covenants of the Company such further covenants for the protection of the Holders of all or any series of such Securities, or to surrender any right or power conferred by this Indenture upon the Company with regard to all or any series of such Securities;

(5)

to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall become effective only after there are no such Securities of any series entitled to the benefit of such provision Outstanding;

(6)

to establish the form, terms and conditions of the Securities of any series issued hereunder;

(7)

to cure any ambiguity or to correct or supplement in this Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision contained in this Indenture or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture, provided that any such other provision shall not materially and adversely affect the interests of the Holders of any Securities as determined in good faith by the Company;

(8)

to conform the text of any provision of this Indenture, any supplemental indenture or the Securities to the description thereof in the prospectus or prospectus supplement relating thereto;

(9)

to evidence and provide for the acceptance of appointment by a successor Trustee under this Indenture with respect to one or more series of Securities or otherwise and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee;

(10)

to amend or supplement any provision contained in this Indenture, which was required to be contained in this Indenture in order for this Indenture to be qualified under the Trust Indenture Act, if the Trust Indenture Act or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification;

(11)

to provide for uncertificated Securities in addition to certificated Securities, or otherwise to alter the provisions of Articles II and III, including to facilitate the issuance, legending or transfer of the Securities, in a manner that does not materially adversely affect any Holder and does not result in any violation of applicable securities law;

(12)

to supplement any provisions of this Indenture necessary to permit or facilitate the Defeasance, Covenant Defeasance or discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; and

(13)

to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

(1)

change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon, or adversely affect any right to convert or exchange any Security into any other security, or alter the method of computation of interest, or make any Security payable in money other than that stated in such Security;

(2)

reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture;

(3)

change the Company’s obligation to maintain an office or agency for payment of Securities and the other matters specified herein;

(4)

impair the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on, any Security;

(5)

modify the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the Holder thereof; or

(6)

modify any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section or modify any provisions relating to the waiver by Holders of Securities of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.

(1)

the Redemption Date,

(2)

the Redemption Price or, if the Redemption Price is not determinable prior to the giving of such notice, the method for calculating the Redemption Price,

(3)

if less than all the Outstanding Securities of any series and of a specified tenor are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed,

(4)

that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that, unless the Company defaults in the payment of the Redemption Price, interest on such Security will cease to accrue on and after said date,

(5)

the place or places where such Securities are to be surrendered for payment of the Redemption Price, and

(6)

that the redemption is for a sinking fund, if such is the case.

(1)

the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of Holders of the Securities of such series (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

(2)

the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and such opinion shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, Defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had not occurred;

(3)

if the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;

(4)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than any Default or Event of Default resulting from the incurrence of Debt the proceeds of which are to be applied to such deposit, and the granting of any liens in connection therewith);

(5)

such Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act);

(6)

such Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound;

(7)

such Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

(8)

the Company shall have obtained the prior approval of the holders of the debt of the Company to which the Securities of such series shall be subordinated as contemplated by Section 1401 hereof and of the Federal Reserve and any additional requirements that the holders of the debt of the Company to which the Securities of such series shall be subordinated as contemplated by Section 1401 hereof or the Federal Reserve may impose with respect to such Defeasance.  Notwithstanding the foregoing as to the Federal Reserve, if, due to a change in law, regulation or policy subsequent to the issue date of the Securities of such series, the Federal Reserve does not require that Defeasance with respect to such Securities be subject to Federal Reserve approval in order for such Securities to qualify as Tier 2 Capital, then no such approval of the Federal Reserve will be required for such Defeasance; and

(9)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Defeasance contemplated by this provision have been complied with.

(1)

the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of Holders of the Securities of such series (A) cash in an amount, or (B) in the case of any Series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to clause (3) below, and (ii) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

(2)

the Company has delivered to the Trustee an Opinion of Counsel which shall confirm that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and Covenant Defeasance had not occurred;

(3)

if the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;

(4)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than any Default or Event of Default resulting from the incurrence of Debt the proceeds of which are to be applied to such deposit, and the granting of any liens in connection therewith);

(5)

such Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act);

(6)

such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound;

(7)

such Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; and

(8)

the Company shall have obtained the prior approval of the holders of the debt of the Company to which the Securities of such series shall be subordinated as contemplated by Section 1401 hereof and of the Federal Reserve and any additional requirements that the holders of the debt of the Company to which the Securities of such series shall be subordinated as contemplated by Section 1401 hereof or the Federal Reserve may impose with respect to such Covenant Defeasance.  Notwithstanding the foregoing as to the Federal Reserve, if, due to a change in law, regulation or policy subsequent to the issue date of the Securities of such series, the Federal Reserve does not require that Covenant Defeasance with respect to such Securities be subject to Federal Reserve approval in order for such Securities to qualify as Tier 2 Capital, then no such approval of the Federal Reserve will be required for such Covenant Defeasance; and

(9)

the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent provided for relating to the Covenant Defeasance contemplated by this provision have been complied with.

	PARK NATIONAL CORPORATION
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇
	Title:	Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title:	Vice President

53

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