CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE
ARTICLES OF INCORPORATION
OF PARK NATIONAL CORPORATION
AS FILED WITH THE OHIO SECRETARY
OF STATE ON APRIL 22, 1997

[Seal of Ohio Secretary of State]
Prescribed by
BOB TAFT, Secretary of State       Charter No. 815582
30 East Broad Street, 14th Floor   Approved CR
Columbus, Ohio 43266-0418          Date: 4-22-97
Form SH-AMD (January 1991)         Fee   35 -
                                   97042256301

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

of the above name Ohio corporation for profit do hereby certify that: (check the appropriate box and complete the appropriate statements)

[X] a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on April 21, 1997 at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise 86.3% of the voting power of the corporation.

[ ] in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

Please see Annex 1 for resolution adopted by shareholders to amend Article SIXTH of Articles of Incorporation

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 21st day of April, 1997.

By /s/ C. Daniel DeLawder
  --------------------------------
   C. Daniel DeLawder, President

By /s/ David C. Bowers
  --------------------------------
   David C. Bowers, Secretary

NOTE: Ohio law does not permit one officer to sign in two capacities. Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made.

RESOLVED, that the Articles of Incorporation of Park National Corporation be, and the same hereby are, amended by deleting present Article SIXTH in its entirety and by substituting in its place new Article SIXTH in the following form:

ARTICLE SIXTH
OF
THE ARTICLES OF INCORPORATION
OF
PARK NATIONAL CORPORATION

SIXTH: The holders of the shares of any class of the Corporation shall, upon the offering or sale of any shares of the Corporation of the same class, have the right, during a reasonable time and on reasonable terms fixed by the directors, to purchase such shares in proportion to their respective holdings of shares of such class at the price fixed for the sale of the shares, unless (A) the shares offered or sold are treasury shares; OR (B) the shares offered or sold are issued as a share dividend or distribution; OR (C) the shares are offered or sold in connection with any merger or consolidation to which the Corporation is a party or any acquisition of, or investment in, another corporation, partnership, proprietorship or other business entity or its assets by the Corporation, whether directly or indirectly, by any means whatsoever; OR (D) the shares are offered or sold pursuant to the terms of a stock option plan or employee benefit, compensation or incentive plan, which stock option plan or employee benefit, compensation or incentive plan is approved by the holders of three-fourths of the issued and outstanding shares of the Corporation; OR (E) the shares offered or sold are released from preemptive rights by the affirmative vote or written consent of the holders of two-thirds of the shares entitled to such preemptive rights.

CERTIFIED RESOLUTION REGARDING ADOPTION OF AMENDMENT
TO SUBSECTION 2.02(A) OF THE REGULATIONS
OF PARK NATIONAL CORPORATION BY SHAREHOLDERS
ON APRIL 21, 1997

The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Park National Corporation (the "Corporation"); and that the resolution set forth below was duly adopted by the shareholders at the 1997 Annual Meeting of the Shareholders (the "Annual Meeting") of the Corporation held on April 21, 1997:

RESOLUTION REGARDING ADOPTION OF
AMENDMENT TO SUBSECTION 2.02(A) OF
THE REGULATIONS

RESOLVED, that Section 2.02 of the Company's Regulations be amended by deleting the existing Subsection 2.02(A) in its entirety and substituting therefor the following new Subsection 2.02(A):

(A) The number of directors of the corporation may be determined at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of not less than a majority of the voting shares which are represented at the meeting, in person or by proxy, and entitled to vote on such proposal; or by resolution adopted by the affirmative vote of a majority of the directors then in office. Notwithstanding the foregoing, the number of directors shall in no event be fewer than five or more than sixteen and the directors may not increase the number of directors to a number which exceeds by

more than two the number of directors last elected by the shareholders.

IN WITNESS WHEREOF, the undersigned has signed this Certificate this 19th day of May, 1997.

/S/David C. Bowers
--------------------------
David C. Bowers, Secretary

REGULATIONS OF PARK NATIONAL CORPORATION
(REFLECTING AMENDMENTS THROUGH APRIL 21, 1997)
[FOR PURPOSES OF SEC REPORTING COMPLIANCE ONLY]

REGULATIONS
OF
PARK NATIONAL CORPORATION

(REFLECTING AMENDMENTS THROUGH APRIL 21, 1997)

[FOR PURPOSES OF SEC REPORTING COMPLIANCE ONLY]

INDEX

SECTION                    CAPTION                                                                     PAGE NO.
-------                    -------                                                                     --------
                                    ARTICLE ONE
                                    MEETINGS OF SHAREHOLDERS
1.01                       Annual Meetings..............................................                     1
1.02                       Calling of Meetings..........................................                     1
1.03                       Place of Meetings............................................                     1
1.04                       Notice of Meetings...........................................                     l
1.05                       Waiver of Notice.............................................                     2
1.06                       Quorum.......................................................                     2
1.07                       Votes Required...............................................                     2
1.08                       Order of Business............................................                     3
1.09                       Shareholders Entitled to Vote................................                     3
1.10                       Cumulative Voting............................................                     3
1.11                       Proxies......................................................                     3
1.12                       Inspectors of Election.......................................                     4

                                    ARTICLE TWO
                                    DIRECTORS
2.01                       Authority and Qualifications.................................                     4
2.02                       Number of Directors and Term of Office.......................                     4
2.03                       Nomination and Election......................................                     5
2.04                       Removal......................................................                     6
2.05                       Vacancies....................................................                     6
2.06                       Meetings.....................................................                     7
2.07                       Notice of Meetings...........................................                     7
2.08                       Waiver of Notice.............................................                     8
2.09                       Quorum.......................................................                     8
2.10                       Executive Committee..........................................                     8
2.11                       Compensation.................................................                     9
2.12                       By-Laws......................................................                     9

                                    ARTICLE THREE
                                    OFFICERS
3.01                       Officers.....................................................                     9
3.02                       Tenure of Office.............................................                     9
3.03                       Chief Executive Officer......................................                     9
3.04                       Chairman of the Board........................................                    10
3.05                       President....................................................                    10

3.06                       Vice Presidents..............................................                    10
3.07                       Secretary....................................................                    10
3.08                       Treasurer....................................................                    10

                                    ARTICLE FOUR
                                    SHARES
4.01                       Certificates.................................................                    11
4.02                       Transfers....................................................                    11
4.03                       Transfer Agents and Registrars...............................
4.04                       Lost, Wrongfully Taken or Destroyed Certificates.............                    11

                                    ARTICLE FIVE
                                    INDEMNIFICATION AND INSURANCE
5.01                       Mandatory Indemnification....................................                    12
5.02                       Court-Approved Indemnification...............................                    13
5.03                       Indemnification for Expenses ................................                    13
5.04                       Determination Required.......................................                    13
5.05                       Advances for Expenses........................................                    14
5.06                       Article FIVE Not Exclusive...................................                    15
5.07                       Insurance....................................................                    15
5.08                       Certain Definitions..........................................                    15
5.09                       Venue........................................................                    16

                                    ARTICLE SIX
                                    MISCELLANEOUS
6.01                       Amendments...................................................                    16
6.02                       Action by Shareholders or Directors Without a Meeting........                    17
6.03                       Section 1701.831 of the Ohio Revised Code Not Applicable.....                    17

REGULATIONS

OF

PARK NATIONAL CORPORATION

(reflecting amendments through April 21, 1997)

[For purposes of SEC reporting compliance only]

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the third Monday of April in each year or on such other date as may be fixed from time to time by the directors.

SECTION 1.02. CALLING OF MEETINGS. Meetings of the shareholders may be called only by the chairman of the board, the president, or, in case of the president's absence, death, or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least twenty-five percent of all shares outstanding and entitled to vote thereat.

SECTION 1.03. PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without the State of Ohio.

SECTION 1.04. NOTICE OF MEETINGS. (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting, (1) to each shareholder of record entitled to notice of the meeting, (2) by or at the direction of the president or the secretary. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of

shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

SECTION 1.05. WAIVER OF NOTICE. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.

SECTION 1.06. QUORUM. At any meeting of shareholders, the holders of a majority of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time, and if a quorum is present at such adjourned meeting any business may be transacted as if the meeting had been held as originally called.

SECTION 1.07. VOTES REQUIRED. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

SECTION 1.08. ORDER OF BUSINESS. The order of business at any meeting of shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting.

SECTION 1.09. SHAREHOLDERS ENTITLED TO VOTE. Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders.

SECTION 1.10. CUMULATIVE VOTING. If notice in writing shall be given by a shareholder to the president, a vice president or the secretary of the corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that such shareholder desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as is determined by multiplying the number of directors to be elected by the number of votes to which such shareholder is entitled, or to distribute such number of votes on the same principle among two or more candidates, as he sees fit.

SECTION 1.11. PROXIES. At meetings of the shareholders, any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholder, but such instrument shall be filed with the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven months after the date of its execution, unless the

shareholder executing it shall have specified therein the length of time it is to continue in force.

SECTION 1.12. INSPECTORS OF ELECTION. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

ARTICLE TWO

DIRECTORS

SECTION 2.01. AUTHORITY AND QUALIFICATIONS. Except where the law, the Articles or the Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by its directors. Directors must be shareholders of the corporation.

SECTION 2.02. NUMBER OF DIRECTORS AND TERM OF OFFICE.

(A) The number of directors of the corporation may be determined at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of not less than a majority of the voting shares which are represented at the meeting, in person or by proxy, and entitled to vote on such proposal; or by resolution adopted by the affirmative vote of a majority of the directors then in office. Notwithstanding the foregoing, the number of directors shall in no event be fewer than five or more than sixteen and the directors may not increase the number of directors to a number which exceeds by more than two the number of directors last elected by the shareholders.

(B) The board of directors shall be divided into three classes as nearly equal in number as the then fixed number of directors permits, with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first meeting of shareholders, directors of one class shall be elected to hold office for a term expiring at the 1993 annual meeting, directors of another class shall be elected to hold office for a term expiring at the 1994

annual meeting and directors of another class shall be elected to hold office for a term expiring at the 1995 annual meeting. At the 1993 annual meeting of shareholders and each succeeding annual meeting, successors to the class of directors whose term then expires shall be elected to hold office for a three-year term. A director shall hold office until the annual meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier resignation, removal from office or death. In the event of any increase in the number of directors of the corporation, the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the corporation, such decrease shall be effected in such a manner that each class of directors shall be as equal in number as possible.

(C) The directors may fill any director's office that is created by an increase in the number of directors.

(D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

SECTION 2.03. NOMINATION AND ELECTION.

(A) Any nominee for election as a director of the corporation may be proposed only by or at the direction of the board of directors or by any shareholder entitled to vote for the election of directors. Nominations, other than those made by or at the direction of the board of directors, shall be made in writing and shall be delivered or mailed to the president of the corporation not less than fourteen days nor more than fifty days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than twenty-one days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the corporation not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) the name and address of each proposed nominee;

(2) the principal occupation of each proposed nominee;

(3) the total number of shares of capital stock of the corporation that will be voted for each proposed nominee;

(4) the name and residence address of the notifying shareholder; and

(5) the number of shares of capital stock of the corporation beneficially owned by the notifying shareholder.

(B) If a shareholder shall attempt to nominate one or more persons for election as a director at any meeting at which directors are to be elected without having identified each such person in a written notice given as contemplated by, and/or without having provided therein the information specified in, division (A) of this Section, each such attempted nomination shall be invalid and shall be disregarded unless the person acting as chairman of the meeting determines that the facts warrant the acceptance of such nomination.

(C) The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be by voice vote.

SECTION 2.04. REMOVAL. A director or directors may be removed from office, with or without assigning any cause, only by the vote of the holders of shares entitling them to exercise not less than a majority of the voting power of the corporation to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class (if the directors of the corporation are divided into classes), are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal that, if cumulatively voted at an election of all directors, or all the directors of a particular class, as the case may be, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

SECTION 2.05. VACANCIES. The remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. A vacancy in

the board exists within the meaning of this Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders fail at any time to elect the whole authorized number of directors.

SECTION 2.06. MEETINGS. A meeting of the directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. The directors shall hold such other meetings as may from time to time be called, and such other meetings of directors may be called only by the chairman of the board, the president, or any two directors. All meetings of directors shall be held at the principal office of the corporation in Newark, Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

SECTION 2.07. NOTICE OF MEETINGS. Notice of the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the corporation; or

(B) By telegraph, cable, radio, wireless, or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the corporation, not later than the day before the date on which such meeting is to be held; or

(C) Personally or by telephone not later than the day before the date on which such meeting is to be held.

Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the

board, the president or the secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

SECTION 2.08. WAIVER OF NOTICE. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

SECTION 2.09. QUORUM. A majority of the directors then in office shall be necessary to constitute a quorum for a meeting of directors. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Articles or the Regulations.

SECTION 2.10. EXECUTIVE COMMITTEE. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.

Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all

persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

SECTION 2.11. COMPENSATION. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors may determine.