The Park National Bank (Park National Bank), a national banking association with its main office in Newark, Ohio and financial service offices in Butler, Clermont, Fairfield, Franklin, Hamilton, Licking and Montgomery Counties in Ohio and Boone County in Kentucky

Exhibit 4.5

[Park National Corporation Letterhead]

February 29, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:     Park National Corporation — Annual Report on Form 10-K for
          the fiscal year ended December 31, 2007

Ladies and Gentlemen:

     Park National Corporation, an Ohio corporation (“Park”), is today filing with the Securities and Exchange Commission (the “SEC”) the Annual Report on Form 10-K of Park for the fiscal year ended December 31, 2007 (“Park’s 2007 Form 10-K”).

     Neither (i) Park nor (ii) any of Park’s consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt under which the total amount of long-term debt authorized exceeds 10% of the total assets of Park and Park’s subsidiaries on a consolidated basis. In accordance with the provisions of Item 601 (b)(4)(iii) of SEC Regulation S-K, Park hereby agrees to furnish to the SEC, upon request, a copy of each such instrument or agreement defining (i) the rights of holders of long-term debt of Park or (ii) the rights of holders of long-term debt of a consolidated subsidiary of Park, in each case which is not being filed or incorporated by reference as an exhibit to Park’s 2007 Form 10-K.

		Very truly yours,
		PARK NATIONAL CORPORATION
		/s/ John W. Kozak
		John W. Kozak Chief Financial Officer