EX-10.2.3






Exhibit 10.2.3




PARK NATIONAL CORPORATION

50 North Third Street

Post Office Box 3500

Newark, Ohio 43058-3500

(740) 349-8451

www.parknationalcorp.com




John W. Kozak

Chief Financial Officer

Park National Corporation

50 North Third Street

Newark, OH 43055




Dear John:



Park National Corporation (the “Company”) anticipates entering into a Letter Agreement and
Securities Purchase Agreement — Standard Terms incorporated into the Letter Agreement, attached
hereto as Exhibit A (collectively, the “Participation Agreement”), with the United States
Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the
Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.



In order for the Company to participate in the CPP, and as a condition to the closing of the
investment by the Treasury in the Company contemplated by the Participation Agreement, the Company
is required to establish specified standards for executive compensation payable to Senior Executive
Officers and to make certain changes to its compensation arrangements as described below:





	(1)	 	No Golden Parachute Payments. The Company is prohibited from making any Golden
Parachute Payment to you during any CPP Covered Period.






	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and/or incentive
compensation paid to you during a CPP Covered Period is subject to recovery by the Company if
the payments were based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria.






	(3)	 	No Unnecessary or Excessive Risk. The Company is required to review its Benefit
Plans to ensure that they do not encourage Senior Executive Officers to take unnecessary and
excessive risks that threaten the value of the Company.




This letter is intended to comply with the requirements imposed by the CPP. In consideration of
the benefits that you will receive as a result of the Company’s participation in the CPP, by
signing this letter, you agree that each of the Company’s compensation, bonus, incentive and other
benefit plans, arrangements and agreements (including golden parachute, severance and employment
agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended


 









 






to the extent necessary to give effect to provisions (1) and (2), above. For your reference, the
affected Benefit Plans are set forth in Appendix B to this letter. In addition, you and
the Company agree to negotiate revisions to any Benefit Plan required to give effect to provision
(3), above, promptly and in good faith.



Provisions (1), (2) and (3) of this letter are intended to, and will be interpreted, administered
and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the
foregoing, to permit operation of the Benefit Plans in accordance with their terms before giving
effect to this letter).



The following capitalized terms shall have the meanings set forth below:





	(a)	 	“Company” includes Park National Corporation and any entity treated as a single employer with
Park National Corporation under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date).
	 
	(b)	 	“CPP Covered Period” is any period during which: (a) you are a Senior Executive Officer; and
(b) the Treasury holds an equity or debt position acquired from the Company under the CPP.
The term “CPP Covered Period” shall be limited by, and interpreted in a manner consistent
with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	(c)	 	“Closing Date” shall have the meaning given to it in the Participation Agreement.
	 
	(d)	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or
regulation issued by the Treasury and as published in the Federal Register on October 20,
2008.
	 
	(e)	 	“Golden Parachute Payment” is used with same meaning as in Section 111(b)(2)(C) of EESA as
supplemented by 31 C.F.R. § 30.9 (as in effect on the Closing Date).
	 
	(f)	 	“Senior Executive Officer” means the Company’s “senior executive officers” as defined in
Section 111(b)(3) of EESA as supplemented by 31 C.F.R. § 30.2 (as in effect on the Closing
Date).




To the extent not subject to federal law, this letter will be governed by and construed in
accordance with the laws of Ohio. This letter may be executed in two or more counterparts, each of
which will be deemed to be an original. A signature transmitted by facsimile will be deemed an
original signature.



If the Company does not participate or ceases at any time to participate in the CPP, this letter
shall be of no further force and effect.



The Board appreciates the concessions you are making and looks forward to your continued leadership
during these financially turbulent times.




[signature page follows]




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Yours sincerely,




PARK NATIONAL CORPORATION




	 	 	 	 	 
	By:

	 	/s/ C. Daniel DeLawder
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	Chairman and CEO	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:

	 	December 19, 2008	 	 
	 

	 	 	 	 





*****



Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth
below.




	 	 	 
	/s/ John W. Kozak
 

John W. Kozak

	 	 






Date: December 19, 2008





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APPENDIX A




Letter Agreement, and Securities

Purchase Agreement — Standard Terms

incorporated into Letter Agreement, with

United States Department of the Treasury




[Intentionally omitted; Included as 
Exhibit 10.1 to the Current Report

on Form 8-K dated December 23,
2008 
and filed on that date by
Park National 
Corporation
with the Securities 

and Exchange Commission]


 









 








APPENDIX B




     The Benefit Plans described in this letter include, but are not limited to, the following
plans, agreements, arrangement and methods:




	 	•	 	Park National Corporation incentive compensation plan;
	 
	 	•	 	Park National Corporation Bonus Program; and
	 
	 	•	 	Amended and Restated Supplemental Executive Retirement Benefits Agreement, made as
of February 18, 2008, with Park National Corporation.