EX-4.2(B)



 







Exhibit 4.2(b)




March 9, 2007




Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration




C. Daniel DeLawder

David L. Trautman

John W. Kozak

c/o Park National Corporation

50 North Third Street

Newark, Ohio 43055




     Re: Notice of Resignation of Administrative Trustees and Appointment of
Successors 


Ladies and Gentlemen:




          The following notice is given pursuant to Section 8.11 of the Amended and Restated Trust
Agreement for Vision Bancshares Trust I (the “Trust”), dated as of December 5, 2005 (the
“Trust Agreement”).




          We make reference to the Junior Subordinated Indenture, dated as of December 5, 2005 (the
“Indenture”), originally between Vision Bancshares, Inc., an Alabama corporation (the
“Predecessor Company”), and Wilmington Trust Company, a Delaware banking corporation (the
“Trustee”), the First Supplemental Indenture, dated to be effective as of 6 p.m., Eastern
Standard Time, on March 9, 2007, among Park National Corporation, an Ohio corporation (the
“Company”), the Predecessor Company and the Trustee, and the Trust Agreement.




          With immediate effect, and as evidenced by their signatures below, each of William E.
Blackmon, Debbie Schmidt, and Siri Albright hereby resigns the position of Administrative Trustee
of the Trust.




          The Company hereby appoints C. Daniel DeLawder, David L. Trautman, and John W. Kozak, to serve
as successor Administrative Trustees of the Trust (the “Successor Administrative
Trustees”), and the Successor Administrative Trustees hereby accept appointment to such
positions, from and after the date and time of this notice, as evidenced by their signatures below.




          Capitalized terms used herein and not otherwise defined are used as defined in the Trust
Agreement. This Notice of Resignation of Administrative Trustees and Appointment of


1









 







Successors may be executed in several counterparts, each of which shall be an original and all
of which shall constitute one and the same instrument.




          This Notice of Resignation of Administrative Trustees and Appointment of Successors is given
and made and is effective as of 6 p.m., Eastern Standard Time, on March 9, 2007.




	 	 	 	 	 	 	 	 	 	 	 
	RESIGNING ADMINISTRATIVE TRUSTEES:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	   /s/ William E. Blackmon
 

	 	 	 	By:
	 	   /s/ Debbie Schmidt
 

	 	   
	Name: William E. Blackmon	 	 	 	Name: Debbie Schmidt	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	   /s/ Siri Albright	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name: Siri Albright	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SUCCESSOR ADMINISTRATIVE	 	 	 	 	 	 	 	 
	TRUSTEES:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	   /s/ C. Daniel DeLawder
 

	 	 	 	By:
	 	   /s/ David L. Trautman
 

	 	   
	Name: C. Daniel DeLawder	 	 	 	Name: David L. Trautman	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	   /s/ John W. Kozak	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name: John W. Kozak	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PARK NATIONAL CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	   /s/ John W. Kozak
 

	 	 	 	 	 	 	 	  
	Name:   John W. Kozak	 	 	 	 	 	 	 	 
	Title:   Chief Financial Officer	 	 	 	 	 	 	 	 






2