Why are Park and Vision proposing the merger

Exhibit 10.3(b)

Schedule identifying Split-Dollar Agreements between subsidiaries of Park National Corporation and executive officers or employees of such subsidiaries who are directors or executive officers of Park National Corporation, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank

     The following individuals entered into Split-Dollar Agreements with the subsidiaries of Park National Corporation (“Park”) identified below, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell, Chairman of the Executive Committee of the Board of Directors and a director of each of Park and The Park National Bank (“Park National Bank”), and Park National Bank, filed as Exhibit 10(f) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772):

				Subsidiary of Park
Name and Positions Held With Park		Date of Split-		which is Party to
and/or Principal Subsidiaries of Park		Dollar Agreement		Split-Dollar Agreement
C. Daniel DeLawder – Chairman of the Board, Chief Executive Officer and a director of each of Park and Park National Bank		May 26, 1993		Park National Bank
John W. Kozak – Chief Financial Officer of Park; Senior Vice President, Chief Financial Officer and a director of Park National Bank		June 2, 1993		Park National Bank
William A. Phillips – a director of Park; Chairman of Board and a director of Century National Bank		May 22, 1998		Century National Bank
David L. Trautman – President, Secretary and a director of Park; President and a director of Park National Bank		September 23, 1993		Park National Bank