Exhibit 10.1


 


United
States Department Of The Treasury


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


May 2, 2012


 


Ladies and Gentlemen:


 


Reference is made to that certain letter
agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between
the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto
(the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the
Repurchase Letter Agreement.


 


As documented by the Repurchase Letter Agreement,
the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the
Securities Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set
forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant
by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:


 


(a)          The Company hereby acknowledges
receipt from the Investor of the Warrant; and


 


(b)          The Investor hereby acknowledges
receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available
funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined
in accordance with Section 4.9 of the Securities Purchase Agreement.


 


This letter agreement will be governed by
and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise
in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.


 


This letter agreement may be executed in
any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts
will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and
such facsimiles will be deemed sufficient as if actual signature pages had been delivered.


 



    	 



    	 



    

 


In witness whereof, the parties have duly
executed this letter agreement as of the date first written above.


 


	 	UNITED STATES DEPARTMENT OF THE TREASURY
	 	 
	 	By:	/s/ Timothy G. Massad
	 	 	Name: Timothy G. Massad
	 	 	Title: Assistant Secretary for Financial Stability
	 	 	 
	 	COMPANY: PARK NATIONAL CORPORATION
	 	 	 
	 	By:	/s/ John W. Kozak
	 	 	Name: John W. Kozak
	 	 	Title: Chief Financial Officer


 



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SCHEDULE A


 


	Company Information:	 
	 	 
	Name of the Company:	Park National Corporation
	 	 
	Corporate or other organizational form of the Company:	Corporation
	 	 
	Jurisdiction of organization of the Company:	Ohio
	 	 
	Information related to the Preferred Share Repurchase:	 
	 	 
	Date of Repurchase Letter Agreement for the repurchase of all 100,000 of the Preferred Shares:	April 25, 2012
	 	 
	Terms of the Warrant Repurchase:	 
	 	 
	Date of Warrant Repurchase Notice:	April 25, 2012
	 	 
	Aggregate purchase price for the Warrant:	$2,842,400


 


	Investor wire information for payment of purchase	ABA Number: 021000018
	price for the Warrant: 	Bank: The Bank of New York Mellon
	 	Account Name: BETA EESA Preferred Account
	 	Account Number: GLA/111567


 



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