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(1)

Represents the estimated maximum number of shares of Park National Corporation (“Parent”) common stock to be issued upon completion of the merger described in the proxy statement/prospectus contained herein, calculated as the product of (a) the sum of (i) 76,068,177 shares of common stock, par value $0.25 per share, of NewDominion Bank, a North Carolina state-chartered bank (“NewDominion common stock”), outstanding as of March 6, 2018 (including shares of NewDominion common stock underlying NewDominion restricted stock awards but excluding “excluded shares” and “appraisal shares,” as each such term is defined in the merger agreement) and (ii) 2,732,549 shares of NewDominion common stock underlying NewDominion stock options outstanding as of March 6, 2018, multiplied by (b) 0.01023, the exchange ratio under the merger agreement, multiplied by (c) 60%, the percentage of stock consideration under the merger agreement.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum offering price of Parent common stock is calculated based upon the market value of shares of NewDominion common stock (the securities to be canceled or assumed in the merger) in accordance with Rule 457(c) and is equal to (a) the product of (i) $1.05, the average of the high and low prices of the NewDominion common stock as reported on the OTCPink market of the OTC Markets Group, Inc. on March 6, 2018, multiplied by (ii) 78,800,726, the estimated maximum number of shares of NewDominion common stock to be exchanged for merger consideration, less (b) $34,041,914, the amount of cash consideration to be paid by Parent in connection with the merger.

(3)	Computed in accordance with Rule 457(f) under the Securities Act to be $6,064, which is equal to 0.0001245 multiplied by the proposed maximum aggregate offering price of $48,698,849.

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•	a proposal to approve the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of January 22, 2018, by and among Park National Corporation, The Park National Bank and NewDominion. A copy of the Merger Agreement is included as Annex A to the proxy statement/prospectus accompanying this notice;

•	the approval to adjourn the special meeting to permit further solicitation in the event that an insufficient number of shares are present in person or by proxy to approve the Merger Agreement and the transactions it contemplates; and

•	to transact any other business that properly comes before the special meeting, or any adjournments or postponements thereof.

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Q:	What am I being asked to vote on? What is the proposed transaction?

A:

You are being asked to vote on the approval and adoption of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) that provides for the merger (the “Merger”) of NewDominion Bank (“NewDominion) with and into The Park National Bank (“Park National Bank”), which is a national banking association and a wholly-owned subsidiary of Park National Corporation (“Parent”). Shareholders who elect and receive stock as part of the merger consideration will become shareholders of Parent as a result of the Merger.

Q:	What will NewDominion shareholders be entitled to receive in the Merger?

A:

If the Merger is completed, each share of NewDominion common stock (both voting and non-voting) outstanding immediately prior to the effective time of the Merger, except for appraisal shares and shares of NewDominion common stock owned by NewDominion or Parent (in each case other than shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and shares held, directly or indirectly, by Parent, NewDominion or any wholly-owned subsidiary of Parent or NewDominion in respect of a debt previously contracted), will be converted into the right to receive either (i) $1.08 in cash or (ii) 0.01023 shares of Parent common stock, based on the holder’s election and subject to proration. NewDominion shareholders may elect to receive all cash, all stock or cash for some of their shares and stock for the remainder of the shares they own, subject to the election and proration procedures set forth in the Merger Agreement. The total number of shares of NewDominion common stock (including shares subject to NewDominion restricted stock awards that will settle in connection with the Merger) that will be converted into the cash consideration is fixed at 40% of the total number of shares of NewDominion common stock outstanding immediately prior to the completion of the Merger (including shares subject to NewDominion restricted stock awards that will settle in connection with the Merger), and the remaining 60% of shares of NewDominion common stock will be converted into the stock consideration. As a result, if the aggregate number of shares with respect to which a valid cash or stock election has been made exceeds these limits, shareholders who elected the form of consideration that has been oversubscribed will receive a mixture of both cash and stock consideration in accordance with the proration procedures set forth in the Merger Agreement. See the sections entitled “Description of The Merger Agreement —Consideration to be received in the Merger—Cash Election; Stock Election; Non-Election Shares” and “Description of the Merger Agreement—Consideration to be received in the Merger—Proration.” Cash will be paid in lieu of fractional shares. See the section entitled “Description of the Merger Agreement—Fractional Shares.”

Q:	Can I make an election to select the form of merger consideration I desire to receive?

A:	Yes. NewDominion shareholders may elect to receive all cash, all stock or cash for some of their shares and stock for the remainder of the shares they own, subject to the election and proration procedures set forth in the Merger Agreement.

Q:	Why do NewDominion and Parent want to engage in the transaction?

A:

NewDominion believes that the Merger will provide NewDominion shareholders and its customers with substantial benefits, including the opportunity to participate in a stronger and more diversified organization, and Parent believes that the Merger will provide a platform for its continued strategic growth by entering the Charlotte market. As a larger company, Park National Bank can provide NewDominion’s associates with an expanded product set, including larger and more specialized loans and wealth management capabilities. To review the reasons for the Merger in more detail, see “The Merger — Parent’s reasons for the Merger” on page 32 and “The Merger — NewDominion’s reasons for the Merger; recommendation of NewDominion’s board of directors” on page 30.

Q:	What does the NewDominion board of directors recommend?

A:

NewDominion’s board of directors unanimously recommends that you vote “FOR” approval of the Merger Agreement and “FOR” the approval to adjourn the special meeting to permit further solicitation in the event that an insufficient number of shares are present in person or by proxy to approve the Merger Agreement and the transactions it contemplates. NewDominion’s board of directors has determined that the Merger Agreement and

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Q:	What vote is required to approve the Merger Agreement?

A:

NewDominion has two voting groups of shareholders that are entitled to vote on the proposal to approve the Merger Agreement. These voting groups are (1) the holders of shares of NewDominion’s voting common stock and (2) the holders of shares of NewDominion’s non-voting common stock. Holders of these two classes of common stock will vote as separate voting groups on the Merger. While holders of shares of NewDominion non-voting common stock typically do not have voting rights, North Carolina law provides voting rights to otherwise non-voting classes of stock in connection with certain fundamental changes to the corporation, such as the proposed Merger.

Q:	What vote is required to approve the proposal to adjourn the special meeting to permit further solicitation in the event that an insufficient number of shares are present in person or by proxy to approve the Merger Agreement and the transactions it contemplates?

A:

The proposal to adjourn the special meeting, if necessary or appropriate to solicit additional proxies, will be approved if the votes cast at the special meeting, in person or by proxy, in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes are not included in calculating votes cast with respect to the adjournment proposal, and therefore will have no effect on the outcome of the vote on such proposal.

Q:	Why is my vote important?

A:

NewDominion shareholders are being asked to approve the Merger Agreement and thereby approve the Merger. If you do not submit your proxy or vote in person at the special meeting, it will be more difficult for NewDominion to obtain the necessary quorum to hold the special meeting. In addition, your failure to submit your proxy or attend the special meeting will have the same effect as a vote against the Merger Agreement and make it more difficult to obtain the requisite approval of the Merger Agreement.

Q:	What do I need to do now? How do I vote?

A:

You may vote at the special meeting if you own shares of NewDominion common stock of record at the close of business on the record date for the special meeting, __________ , 2018. Holders of both voting and non-voting NewDominion common stock may vote at the special meeting. After you have carefully read and considered the information contained in this proxy statement/prospectus, please complete, sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible. Registered shareholders may also appoint the proxies to vote their shares electronically by Internet by following the instructions contained on the enclosed proxy card. Appointing the proxies named on the proxy card to vote your shares for you will enable your shares to be represented at the special meeting, even if you are unable to attend. Registered shareholders may also vote in person at the special meeting if they so elect. If you do not return a properly executed proxy card (or appoint

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Q:	How will my proxy be voted?

A:

If you complete, sign, date and mail your proxy form or validly appoint the proxies to vote by Internet, your proxy will be voted in accordance with your instructions. If you sign, date and send in your proxy form, but you do not indicate how you want to vote, your proxy will be voted FOR approval of the Merger Agreement and FOR the proposal granting authority to adjourn the special meeting if additional votes are needed to approve the Merger. By appointing the proxies to vote your shares at the special meeting, you will also be granting the appointed proxies discretion to vote your shares in accordance with their best judgment on any other matters (procedural or otherwise) that may properly come before the special meeting for action by the shareholders.

Q:	If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

A:

No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in street name), your broker, bank or other nominee will not vote your shares of common stock unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this proxy statement/prospectus. Please note that you may not vote shares held in street name by returning a proxy card directly to NewDominion or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or nominee.

Q:	Can I revoke my proxy and change my vote?

A:

A shareholder of record may change such holder’s vote or revoke a proxy prior to the special meeting by filing with the secretary of NewDominion a duly executed revocation of proxy or submitting a new proxy form with a later date. A shareholder of record may also revoke a prior proxy by voting in person at the special meeting. A shareholder beneficially owning shares through a broker, bank or other nominee, should follow the instructions provided by such nominee for revoking or changing your vote.

Q:	What if I oppose the Merger? Do I have appraisal rights?

A:

NewDominion shareholders who do not vote in favor of approval of the Merger Agreement and otherwise comply with all of the procedures of Article 13 of the North Carolina Business Corporation Act (the “NCBCA”) will be entitled to receive payment in cash of the fair value of their shares of NewDominion common stock as ultimately determined under the statutory process. A copy of Article 13 of the NCBCA is attached as Annex B to this proxy statement/prospectus. The fair value, as determined under the statute, could be more than the merger consideration but could also be less. The provisions of North Carolina law governing appraisal rights are complex, and you should study them carefully if you wish to exercise these rights. Multiple steps must be taken to properly exercise and perfect such rights.

Q:	What are the tax consequences of the Merger to me?

A:

In general, the conversion of your shares of NewDominion common stock into Parent common stock in the Merger will be tax-free for United States federal income tax purposes. You generally will recognize gain in an amount up to the cash you receive in the Merger, but you may not recognize loss if you receive any Parent common stock in the Merger. Additionally, you will recognize gain or loss on any cash that you receive in lieu of fractional shares of Parent’s common stock. You should consult with your tax adviser for the specific tax consequences of the Merger to you. For a detailed discussion of the tax consequences to you of the Merger, see “The Merger — Material U.S. federal income tax consequences of the Merger” on page 45.

Q:	When and where is the special meeting?

A:	The NewDominion special meeting will take place on _________ , 2018, at _________ , local time, at the offices of NewDominion, 1111 Metropolitan Avenue, Suite 500, Charlotte, North Carolina 28204.

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Q:	Who may attend the meeting?

A:

Only NewDominion shareholders on the record date may attend the special meeting. If you are a shareholder of record, you will need to present the proxy card that you received or a valid proof of identification to be admitted into the meeting. If you hold your NewDominion shares in street name, you will need to present a "legal proxy" or other acceptable documentation from your bank, broker or nominee and valid proof of identification to be admitted into the meeting.

Q:	Should I send in my stock certificates now?

A:

No. Either at the time of closing or shortly after the Merger is completed, the exchange agent for the Merger will send you a letter of transmittal with instructions informing you how to send in your stock certificates to the exchange agent. You should use the letter of transmittal to exchange your NewDominion stock certificates for the merger consideration. Do not send in your stock certificates with your proxy form or your stock election form.

Q:	When is the Merger expected to be completed?

A:

We will try to complete the Merger as soon as reasonably possible. Before that happens, the Merger Agreement must be approved by NewDominion’s shareholders and we must obtain the necessary regulatory approvals. Assuming shareholders vote to approve the Merger and adopt and approve the Merger Agreement and we obtain the other necessary approvals and satisfaction or waiver of the other conditions to the closing described in the Merger Agreement, we expect to complete the Merger mid-year 2018. See “Description of the Merger Agreement — Conditions to completion of the Merger” on page 68.

Q:	Is completion of the Merger subject to any conditions besides shareholder approval?

A:	Yes. The Merger must receive the required regulatory approvals, and there are other closing conditions that must be satisfied. See “Description of the Merger Agreement — Conditions to completion of the Merger” on page 68.

Q:	Are there risks I should consider in deciding how to vote on the Merger Agreement?

A:	Yes, in evaluating the Merger Agreement, you should read this proxy statement/prospectus carefully, including the factors discussed in the section titled “Risk Factors” beginning on page 17.

Q:	Who can answer my other questions?

A:	If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy form, you should contact NewDominion Bank, PO Box 37389, Charlotte, NC 28237, Attention: Investor Relations or call (704) 943-5725.

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•	Each employee who, in Parent and Park National Bank’s sole discretion, continues employment with the surviving bank will be provided wages or salaries and employee benefits (excluding equity plans) that in the aggregate are substantially comparable to what he or she receives at NewDominion immediately prior to the closing date, subject to certain restrictions;

•	Certain executive officers of NewDominion have entered into employment agreements with Parent and Park National Bank which provide for continued employment with the surviving bank and certain other benefits;

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•	Following the Merger, a NewDominion divisional advisory board will be created and certain directors from the current board of directors of NewDominion, as agreed among the parties, will be appointed to serve on such NewDominion divisional advisory board;

•	Provision of merger consideration in exchange for the cancellation of outstanding NewDominion stock options and shares subject to NewDominion restricted stock awards;

•	Park National Bank and Parent’s agreement to provide officers and directors of NewDominion with continuing indemnification rights for six years following the Merger; and

•	Park National Bank’s agreement to provide directors’ and officers’ insurance to the officers and directors of NewDominion for six years following the Merger.

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•	the inability to close the Merger in a timely manner;

•	the failure to complete the Merger due to the failure of NewDominion shareholders to approve the merger proposal;

•	failure to obtain applicable regulatory approvals and meet other closing conditions to the Merger on the expected terms and schedule;

•	the potential impact of announcement or consummation of the Merger on relationships with third parties, including customers, employees, and competitors;

•	business disruption following the Merger;

•	difficulties and delays in integrating the NewDominion business or fully realizing cost savings and other benefits;

•	Parent’s and Park National Bank’s potential exposure to unknown or contingent liabilities of NewDominion;

•	the challenges of integrating, retaining, and hiring key personnel;

•	failure to attract new customers and retain existing customers in the manner anticipated;

•	the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the Merger;

•	any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

•	changes in Parent’s stock price before closing, including as a result of the financial performance of NewDominion prior to closing;

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•	operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which Parent, Park National Bank and NewDominion are highly dependent;

•

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act, which we refer to as the “Dodd-Frank Act,” and other changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner;

•	changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;

•	changes in interest rates, which may affect Park National Bank’s or NewDominion’s net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of Park National Bank’s or NewDominion’s assets, including its investment securities;

•	changes in accounting principles, policies, practices, or guidelines;

•	changes in Parent’s or Park National Bank’s ability to access the capital markets;

•	natural disasters, war, or terrorist activities; and

•	other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting Park National Bank’s or NewDominion’s operations, pricing, and services.

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•	a proposal to approve the Merger Agreement and thereby approve the Merger;

•	a proposal to approve an adjournment of the special meeting to permit further solicitation in the event that an insufficient number of shares are present in person or by proxy to approve the Merger Agreement and the transactions it contemplates; and

•	any other business that properly comes before the special meeting and any adjournment or postponement thereof.

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•	completing, signing, dating and returning the proxy card in the enclosed envelope provided for that purpose; or

•	by following the instructions included on the enclosed proxy card for voting your shares electronically by Internet.

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•	filing with NewDominion’s secretary a duly executed revocation of proxy;

•	submitting a new proxy card (in person or by Internet) with a later date; or

•	voting in person at the special meeting.

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•	the business strategy and strategic plan of NewDominion, its prospects for the future, projected financial results and expectations relating to the proposed Merger with Park National Bank;

•	a review of the prospects, challenges and risks of NewDominion remaining independent versus merging with Park National Bank given the current and prospective environment in the financial services industry, including national and local economic conditions, competition and consolidation in the financial services industry and the regulatory and compliance environment;

•	the ability of NewDominion’s shareholders to benefit from potential appreciation of Parent common stock, and the expectation that the combined entity will have superior future earnings and prospects compared to NewDominion’s earnings and prospects on an independent basis;

•	the expected cash dividend payments to be received by NewDominion’s shareholders, as shareholders of Parent following the Merger, due to the current quarterly cash dividend payment of $0.94 per share paid by Parent, although Parent has no obligation to pay dividends in any particular amounts or at any particular times;

•	the advantages of being part of a larger entity, including the expectation of cost savings and operating efficiencies and the ability of a larger institution to compete in the banking environment and to leverage overhead costs, including the cost of financial technology, which the NewDominion board believes is likely to continue to increase in the future;

•	the financial and other terms of the Merger, including the merger consideration, which NewDominion reviewed with its outside financial and legal advisors;

•	the transaction multiples of the Merger consideration to NewDominion’s tangible book value and earnings and the premium over the recent trading price of NewDominion’s stock;

•

the financial analyses presented by Sandler O’Neill to the board of directors of NewDominion with respect to the Merger and the opinion delivered to the board of directors by Sandler O’Neill on January 22, 2018 to the effect that, as of the date of Sandler O’Neill’s opinion, the merger consideration set forth in the Merger Agreement was fair to the holders of NewDominion common stock from a financial point of view;

•	the value of Parent common stock and information concerning the financial performance and condition, business operations, capital levels, asset quality, loan portfolio breakdown, and prospects of Parent and Park National Bank, taking into account the results of NewDominion’s due diligence investigation of Parent and Park National Bank;

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•	the greater potential for increased liquidity in the market for Parent common stock, versus an institution of NewDominion’s size;

•	the familiarity of NewDominion’s board of directors and management team with Park National Bank and its business, operations, culture, customers, directors, executive officers and employees;

•	the compatibility of NewDominion’s business, operations and culture with those of Park National Bank;

•	the possible effects of the proposed Merger on NewDominion’s employees and customers; and

•	the likelihood that the Merger will be completed on a timely basis, including the likelihood that the Merger will receive all necessary regulatory approvals in a timely manner.

•	the fact that certain of NewDominion’s directors and officers have interests in the Merger that are in addition to their interests generally as NewDominion shareholders, which have the potential to influence such directors’ and officers’ views and actions in connection with the Merger;

•	the challenges of integrating NewDominion’s business, operations and employees with those of Park National Bank;

•	the risk that the benefits and cost savings sought in the Merger would not be fully realized;

•	the risk that the Merger would not be consummated;

•	the effect of the public announcement of the Merger on NewDominion’s customer relationships, its ability to retain employees and the potential for disruption of NewDominion’s ongoing business;

•	the potential risk of diverting management attention and resources from the operation of NewDominion’s business and towards the completion of the Merger;

•	that while the Merger is pending, NewDominion will be subject to restrictions on how it conducts business that could delay or prevent NewDominion from pursuing business opportunities or preclude it from taking actions that would be advisable if it was to remain independent; and

•	the termination fee payable, under certain circumstances, by NewDominion to Park National Bank, including the risk that the termination fee might discourage third parties from offering to acquire NewDominion by increasing the cost of a third party acquisition.

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•	management’s view that the acquisition of NewDominion by Park National Bank provides strong entrance to the attractive Charlotte, North Carolina market;

•	a review of the demographic, economic and financial characteristics of the markets in which NewDominion operates, including existing and potential competition and history of the market areas with respect to financial institutions;

•	Parent management’s view of the people, culture, credit underwriting standards and overall conservative nature of NewDominion, as Park National Bank management had observed since making an initial investment in NewDominion in November 2016;

•	Parent management’s review of NewDominion’s business, operations, earnings and financial condition, including its management, capital levels and asset quality;

•	efficiencies to come from integrating NewDominion’s operations into Park National Bank’s existing operations, including the potential to leverage Park National Bank’s capital, liquidity and operational strengths, product set and capabilities to accelerate growth; and

•	the likelihood that the Merger will be approved by the relevant bank regulatory authorities without undue burden and in a timely manner.

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•	A draft of the Merger Agreement, dated January 21, 2018;

•	Certain publicly available financial statements and other historical financial information of NewDominion that Sandler O’Neill deemed relevant;

•	Certain publicly available financial statements and other historical financial information of Parent and Park National Bank that Sandler O’Neill deemed relevant;

•	Certain internal financial projections for NewDominion for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of NewDominion;

•	Publicly available consensus median analyst earnings per share estimates for Parent for the years ending December 31, 2018 and December 31, 2019, as well as a long-term earnings per share growth rate for the years thereafter and dividends per share for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Parent;

•	The pro forma financial impact of the Merger on Parent based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses as well as financial projections for NewDominion for the years ending December 31, 2019 through December 31, 2022, as provided by the senior management of Parent;

•	The publicly reported historical price and trading activity for NewDominion common stock and Parent common stock, including a comparison of certain stock market information for NewDominion common stock and Parent common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

•	A comparison of certain financial information for NewDominion and Parent with similar institutions for which information is publicly available;

•	The financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide and regional basis), to the extent publicly available;

•	The current market environment generally and the banking environment in particular; and

•	Such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O’Neill considered relevant.

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•	financial institutions;

•	investors in pass-through entities;

•	persons who are subject to alternative minimum tax;

•	insurance companies;

•	tax-exempt organizations;

•	dealers in securities or currencies;

•	traders in securities that elect to use a mark-to-market method of accounting;

•	persons that hold NewDominion common stock as part of a straddle, hedge, constructive sale or conversion transaction;

•	regulated investment companies;

•	real estate investment trusts;

•	persons whose “functional currency” is not the U.S. dollar;

•	persons who are not citizens or residents of the United States; and

•	holders who acquired their shares of NewDominion common stock through the exercise of an employee stock option or otherwise as compensation.

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•	no gain or loss will be recognized by Park National Bank, Parent or NewDominion as a result of the Merger;

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gain (but not loss) will be recognized by a U.S. holder of NewDominion common stock that receives shares of Parent common stock and cash in exchange for shares of NewDominion common stock pursuant to the Merger, and the amount of taxable gain will equal the lesser of (i) the amount by which the sum of the fair market value of the Parent common stock and cash received (other than cash received in lieu of a fractional share of Parent common stock) by the U.S. holder of NewDominion common stock exceeds such U.S. holder’s tax basis in its NewDominion common stock and (ii) the amount of cash received by such U.S. holder of NewDominion common stock;

•

subject to the discussion below under “— Potential Recharacterization of Gain as a Dividend” below, gain or loss will generally be recognized by a U.S. holder of NewDominion common stock that receives solely cash in exchange for shares of NewDominion common stock pursuant to the Merger, in an amount equal to the difference between the amount of cash received and the holder’s adjusted tax basis in shares of NewDominion common stock surrendered, and such gain or loss generally will be long-term capital gain or loss for any shares of NewDominion common stock for which the holder’s holding period is more than one year as of the effective date of the Merger;

•

the aggregate tax basis of the Parent common stock received by a U.S. holder of NewDominion common stock in the Merger (including fractional shares of Parent common stock deemed received as described below) will be the same as the aggregate tax basis of the NewDominion common stock for which it is exchanged, decreased by the amount of cash received in the Merger (other than cash received in lieu of a fractional share of Parent common stock), and increased by the amount of gain recognized on the exchange (other than with respect to cash received in lieu of a fractional share in Parent common stock) (regardless of whether such gain is classified as capital gain or as dividend income, as discussed below under “— Potential Recharacterization of Gain as a Dividend”); and

•	the holding period of Parent common stock received in exchange for shares of NewDominion common stock (including fractional shares of Parent common stock deemed received as described below) will include the holding period of the NewDominion common stock for which it is exchanged.

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•	The shareholder must be entitled to vote on the Merger.

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The shareholder must deliver to NewDominion, before the vote on approval or disapproval of the Merger Agreement is taken, written notice of the shareholder’s intent to demand payment if the plan of merger is effectuated. This notice must be in addition to and separate from any proxy or vote against the plan of merger. Neither voting against, abstaining from voting, nor failing to vote on the plan of merger will constitute a notice within the meaning of Article 13.

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The shareholder must not vote, or cause or permit to be voted, any shares in favor of the plan of merger. A failure to vote will satisfy this requirement, as will a vote against the plan of merger, but a vote in favor of the plan of merger, by proxy or in person, or the return of a signed proxy which does not specify a vote against approval of the plan of merger or contain a direction to abstain, will constitute a waiver of the shareholder’s appraisal rights.

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•	Identify the first date of any announcement of the principal terms of the Merger to the shareholders. If such an announcement was made, the form must require the shareholder to certify whether beneficial ownership of the shares was acquired before that date. For more information regarding this requirement, see “After-Acquired Shares” below.

•	Require the shareholder to certify that the shareholder did not vote for or consent to the Merger.

•	State where the appraisal form is to be returned, where certificates for certificated shares must be deposited, and the date by which such certificates must be deposited.

•	State a date by which NewDominion must receive the appraisal form from the shareholder (the “Demand Deadline”). The date may not be less than forty nor more than sixty days after the date the appraisal notice and form are sent.

•	State that if the appraisal form is not received by NewDominion by the specified date, the shareholder will be deemed to have waived the right to demand appraisal.

•	State NewDominion’s estimate of the fair value of the shares.

•	Disclose that, if requested in writing by the shareholder, NewDominion will disclose within ten days after the Demand Deadline the number of shareholders who have returned their appraisal forms and the total number of shares owned by them.

•	Establish a date within twenty days of the Demand Deadline by which shareholders can withdraw the request for appraisal.

•	Include a copy of Article 13 of the NCBCA.

•	NewDominion’s most recently available balance sheet, income statement, and statement of cash flows as of the end of or for the fiscal year ending not more than sixteen months before the date of payment, and the latest available quarterly financial statements, if any;

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•	a statement of NewDominion’s estimate of the fair value of the shares, which must equal or exceed NewDominion’s estimate in the earlier-circulated appraisal notice; and

•	a statement that the shareholder has the right to submit a final payment demand as described below and that the shareholder will lose the right to submit a final payment demand if he or she does not act within the specified time frame.

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(*)	Hypothetical implied value based on hypothetical closing price on the NYSE American of Parent common stock. The price information in bold reflects the average closing stock price of Parent common stock on the NYSE American for the twenty trading days ending on January 21, 2018, the business day immediately prior to the date of the signing of the Merger Agreement.

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•	amend its charter documents;

•	adjust any shares of its equity interests, pay any dividend or other distribution in respect of its equity interests or acquire any of its securities;

•	dispose of any of its properties or assets, subject to certain exceptions;

•	acquire an equity interest in, or a substantial portion of the assets of, any person (other than as a result of the foreclosure of a security interest), or merge or consolidate with any person;

•	incur any indebtedness, issue any debt securities, guarantee any indebtedness of another person, or enter into any “keep well” or other agreement to maintain any financial statement condition of another person, other than certain indebtedness in the ordinary course of business;

•	commence any proceeding or settle any claim or litigation, subject to certain exceptions;

•	make any change to its accounting methods, principles or practices, except as required by GAAP or applicable law;

•	amend or create any obligations with respect to compensation, severance, benefits, change of control payments or any other payments to present or former officers, employees or directors, subject to certain exceptions;

•

except as required by employee benefit plans: increase compensation or other benefits payable to present or former officers, directors or employees (other than nonmaterial increases for nonexecutive employees made in the ordinary course of business); pay or commit to pay any bonus or incentive compensation; establish, amend or terminate any collective bargaining agreement or employee benefit plan; accelerate payments or benefits to present or former officers, directors or employees; or terminate the employment of a NewDominion who has total annual compensation in excess of $100,000;

•	grant equity based compensation; issue or commit to issue additional shares of NewDominion common stock, subject to certain exceptions; encumber or dispose of capital stock in any NewDominion subsidiary; or enter into any other agreement with the respect to the sale or voting of its capital stock;

•	make any tax election, settle any tax liability, fail to file any tax return when due, enter into any closing agreement, file any amended tax return or surrender any right to claim a reduction in tax liability;

•	fail to use commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies;

•	enter into any new line of business;

•	materially restructure its investment securities portfolio;

•	materially change credit policies and collateral eligibility standards;

•	make, acquire or issue a commitment for: commercial real estate loans in an original principal amount in excess of $2 million, residential loans originated for retention in an original principal amount in excess of $1.2 million or any commercial and industrial loan in an original principal amount in excess of $2 million;

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•	subject to certain exceptions, extend additional funds to a loan classified as “criticized;”

•	enter into, renew or terminate any material contract, other than (a) renewal or termination in the ordinary course of business or (b) entry into a material contract which calls for aggregate annual payments of not more than $150,000 and which is terminable on 60 days or less notice without payment of any termination fee or penalty;

•	adopt a plan of complete or partial liquidation or dissolution;

•	acquire any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies;

•	take or fail to take any action that could reasonably be expected to cause the representations and warranties made by NewDominion in the Merger Agreement to be inaccurate in any material respect;

•	take or fail to take any action that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

•	take any action that would result in any of the closing conditions not being satisfied or prevent or materially delay the consummation of the Merger;

•	take any action that would adversely affect or materially delay (A) any necessary regulatory approvals for the Merger or (B) the ability of NewDominion to perform its covenants and agreements under the Merger Agreement or to consummate the transactions contemplated thereby;

•	hire any new employees except to replace certain existing employees on comparable terms consistent with past hiring practices; or

•	make any commitments to take any of the actions described above.

•

obtaining all regulatory approvals from governmental authorities, making all necessary, proper or advisable registrations, filings and notices, and taking all steps as may be necessary to obtain an approval, waiver or exemption from any governmental authority; provided, however, that no party is required to take any action or agree to any condition or restriction that would reasonably be expected to (A) result in Parent or Park National Bank becoming subject to certain regulatory enforcement actions or (B) have a material adverse effect on the surviving bank and its subsidiaries, taken as a whole, after giving effect to the Merger, measured on a scale relative to NewDominion and its subsidiaries;

•	obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from nongovernmental persons; and

•	executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Merger.

•	to consult with each other before issuing any press release or otherwise making any public statements or filings with respect to the Merger and not to issue any such press release or make any such public statement without the prior written consent of the other party, subject to certain exceptions;

•	to promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained in the Merger Agreement; and

•	to take any action that is required to cause the Merger to qualify, and will not take any actions or cause any actions to be taken which could reasonably be likely to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

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•	permit Parent and Park National Bank to access NewDominion’s books and records and telecommunications and electronic data processing systems, facilities and personnel, subject to certain restrictions and exceptions;

•	make reasonable efforts to cause its telecommunications and data processing service providers to assist Parent and Park National Bank in connection with preparation for an electronic and systematic conversion of all applicable data;

•	provide to Parent and Park National Bank the monthly unaudited financial statements of NewDominion as provided to NewDominion’s management; and

•	promptly notify Parent and Park National Bank of any proceeding or potential proceeding that is reasonably likely to result in a material adverse change, question the validity of the Merger, or seeks to enjoin or otherwise restrain the Merger.

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•	valid corporate organization and existence;

•	authority to enter into the Merger and the binding nature of the Merger Agreement;

•	no breach of organizational documents, law or other agreements as a result of the Merger;

•	third party consents and approvals;

•	filing of necessary reports with regulatory authorities;

•	deposit accounts;

•	certain tax matters;

•	lack of material adverse changes;

•	involvement in litigation and orders issued by governmental authorities;

•	broker/finder fees;

•	capitalization;

•	financial statements;

•	information supplied for inclusion in registration statement/proxy statement/prospectus;

•	compliance with Bank Secrecy Act, anti-money laundering laws and regulations and protection of customer information;

•	compliance with the Federal Community Reinvestment Act;

•	accuracy of, and no omissions in, the representations and warranties contained in the Merger Agreement; and

•	compliance with laws.

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•	subsidiaries;

•	title to assets and real properties;

•	loans;

•	allowance for loan losses;

•	investment portfolio;

•	interest rate risk management instruments;

•	intellectual property;

•	certain environmental matters;

•	material contracts;

•	certain employee benefit matters;

•	labor relations and employment matters;

•	related party transactions;

•	insurance;

•	sufficiency of assets to conduct business;

•	receipt of a fairness opinion for the Merger;

•	no undisclosed liabilities;

•	mortgage banking business; and

•	provision of NewDominion information to Parent and Park National Bank.

•	no applicable law or order by governmental authority making illegal or preventing or prohibiting the consummation of the Merger;

•	receipt of all regulatory approvals containing no unduly burdensome conditions and expiration of all statutory waiting periods;

•	all required consents, authorizations, waivers or approvals having been obtained; and

•	this registration statement on Form S-4 having been declared effective by the SEC and continuing to be effective, and all necessary approvals under securities laws relating to the issuance of the shares of Parent common stock pursuant to the Merger having been received.

•	accuracy of representations and warranties of NewDominion in the Merger Agreement as of the closing date, except as otherwise set forth in the Merger Agreement;

•	performance by NewDominion in all material respects of its agreements under the Merger Agreement;

•	adoption of the Merger Agreement at the special meeting by NewDominion shareholders holding the requisite voting power under its charter documents and applicable law;

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•	delivery by NewDominion of duly executed option cancellation agreements, certificates and documents as provided in the Merger Agreement;

•	no new enforcement actions initiated against NewDominion by any regulatory agency which, individually or in the aggregate, would reasonably be expected to materially affect NewDominion’s ability to conduct its business as currently being conducted;

•	holders of no more than 10% of the NewDominion common stock having taken the actions required under the NCBCA to qualify their NewDominion common stock as appraisal shares; and

•	receipt of a written opinion from Squire Patton Boggs (US) LLP to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.

•	accuracy of representations and warranties of Parent and Park National Bank in the Merger Agreement as of the closing date, except as otherwise set forth in the Merger Agreement;

•	performance by Parent and Park National Bank in all material respects of its agreements under the Merger Agreement;

•	delivery by Parent and Park National Bank of certain certificates and such other documents as provided in the Merger Agreement; and

•	receipt of a written opinion from Wyrick Robbins Yates & Ponton LLP to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.

•	by either party if the Merger is not completed by January 22, 2019;

•	by either party in the event of a material breach by the other party of its representation or warranty or obligations contained in the Merger Agreement, which breach cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach, and which breach or breaches would result in a failure to satisfy any applicable closing condition;

•	by either party if final action has been taken by a regulatory agency whose approval is required for the Merger, which final action has become final and nonappealable and does not approve the Merger;

•	by either party if any governmental authority has enacted, issued, promulgated, enforced or entered any law, or final nonappealable judgment which has the effect of making illegal the consummation of the Merger;

•	by Park National Bank if the board of directors of NewDominion fails to make recommendation to NewDominion shareholders to adopt the Merger Agreement, or NewDominion has materially breached its covenant not to solicit, or participate in discussions or negotiations regarding, alternative acquisition proposals;

•	in certain circumstances, by either party if NewDominion has received and would accept a superior acquisition proposal from a third party and the NewDominion board of directors has withdrawn or modified, or delivered notice of its intent to withdraw of modify, its recommendation that NewDominion shareholders to adopt the Merger Agreement; or

•	by either party if the NewDominion shareholders fail to adopt the Merger Agreement.

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•	by Park National Bank because the board of directors of NewDominion fails to make a recommendation to NewDominion shareholders to adopt the Merger Agreement (or withdraws or modifies such recommendation), or NewDominion has materially breached its covenant not to solicit, or engage in discussions or negotiations regarding, alternative acquisition proposals;

•	by either Park National Bank or NewDominion if NewDominion has received superior proposal, and the board of directors of NewDominion has notified Park National Bank of its intention to change its recommendation to NewDominion shareholders or made such change; or

•

by (i) Park National Bank or NewDominion if closing has not occurred on or before the first anniversary of the date of the Merger Agreement (if approval of the Merger Agreement by NewDominion shareholders has not yet been obtained), (ii) Park National Bank upon a material uncured breach of the Merger Agreement which causes NewDominion to fail to satisfy a closing condition or (iii) Park National Bank or NewDominion upon the failure of NewDominion’s shareholders to approve the Merger Agreement, and, in each case, within 12 months of such termination, NewDominion consummates or enters into an agreement for a competing acquisition proposal that has been communicated to or otherwise made known to the shareholders, senior management or board of directors of NewDominion.

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*	Indicates that the individual or entity owns less than one percent of NewDominion’s voting common stock.

(1)

Included in the beneficial ownership tabulations are the following shares of voting common stock underlying stock options that are exercisable as of February 28, 2018 or will become exercisable within 60 days of such date: Mr. Beuley—22,223 shares; Dr. Cathey—22,223 shares; Mr. Foreman—22,223 shares; Mr. Hodges—22,223 shares; Mr. Hood—22,223 shares; Mr. Jackson—501,906 shares; Mr. Longo—22,223 shares; Mr. Moser—22,223 shares; Dr. Renaldo—22,223 shares; Ms. White—22,223 shares; Mr. Bogdan—125,000 shares; Mr. Burke—470,657 shares; Mr. Ignasher—112,500 shares; Ms. King—17,535 shares; and for all directors and executive officers as a group—1,427,605 shares.

(2)	The calculation of the percentage of class beneficially owned by each individual and the group is based on the sum of (i) a total of 37,795,215 shares of voting common stock outstanding as of February 28, 2018, and (ii) options to purchase shares of voting common stock that are exercisable as of or within 60 days of February 28, 2018 by the relevant individual or group.

(3)	Includes 1,222,410 shares that are held jointly with spouse and 140,000 shares held by a trust for which Mr. Beuley serves as trustee.

(4)	Includes 21,666 shares that are held jointly with spouse, 200,000 shares held by Mr. Longo’s children, and 1,209,000 shares held by a business Mr. Longo controls.

(5)	Includes 192,594 shares held by a trust for which Mr. Moser serves as trustee.

(6)	Includes 82,503 shares held by Dr. Renaldo as custodian for his children.

(7)	Mr. Rosinus is the board representative of shareholder TNH Financials Fund, LP.

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•	any merger or consolidation of Parent with or into a beneficial owner of 20% or more of the voting power of Parent entitled to vote in the election of directors (a “20% beneficial owner”) or an affiliate or associate of that 20% beneficial owner;

•	any sale, lease, exchange, mortgage, pledge, transfer or other disposition of at least 10% of the total assets of Parent, including the voting securities of any of Parent’s subsidiaries, or of any of Parent’s subsidiaries, to a 20% beneficial owner or an affiliate or associate of that 20% beneficial owner;

•	any merger into Parent, or one of its subsidiaries, of a 20% beneficial owner or an affiliate or associate of that 20% beneficial owner;

•

any sale, lease, exchange, mortgage, pledge, transfer or other disposition to Parent, or one of its subsidiaries, of all or any part of the assets of a 20% beneficial owner (or an affiliate or associate of that 20% beneficial owner), excluding any disposition which, if included with all other dispositions consummated during the fiscal year by the 20% beneficial owner and the affiliates and associates of that 20% beneficial owner, would not result in dispositions having an aggregate fair value in excess of 1% of the total consolidated assets of Parent, unless all such dispositions by the 20% beneficial owner and its affiliates or associates during the same and four preceding fiscal years would result in disposition of assets having an aggregate fair value in excess of 2% of the total consolidated assets of Parent;

•	any reclassification of the shares of Parent common stock or any recapitalization involving Parent common stock consummated within five years after a 20% beneficial owner becomes such;

•	any agreement, contract or arrangement providing for any of the previously described business combinations; and

•	any amendment to Article Eighth of Parent’s articles of incorporation.

•	four-fifths of the outstanding common shares entitled to vote on the proposed business combination, or

•	that fraction of the outstanding common shares having:

•	as the numerator, a number equal to the sum of:

•	the number of common shares beneficially owned by the 20% beneficial owner plus

•	two-thirds of the remaining number of common shares outstanding,

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•	and as the denominator, a number equal to the total number of outstanding common shares entitled to vote.

•	the division of the preferred shares into series and the designation and authorized number of preferred shares (up to the number of preferred shares authorized under Parent’s articles of incorporation) in each series;

•	the dividend rate and whether dividends are to be cumulative;

•	whether preferred shares are to be redeemable, and, if so, whether redeemable for cash, property or rights;

•	the liquidation rights to which the holders of preferred shares will be entitled, and the preferences, if any;

•	whether the preferred shares will be subject to the operation of a sinking fund, and, if so, upon what conditions;

•	whether the preferred shares will be convertible into or exchangeable for shares of any other class or of any other series of any class of capital stock and the terms and conditions of the conversion or exchange;

•	the voting rights of the preferred shares, which may be full, limited or denied, except as otherwise required by law; provided that the voting rights of any series of preferred shares may not be greater than the voting rights of the common shares;

•	the preemptive rights, if any, to which the holders of preferred shares will be entitled and any limitations thereon;

•	whether the issuance of any additional shares, or of any shares of any other series, will be subject to restrictions as to issuance, or as to the powers, preferences or rights of these other series; and

•	any other relative, participating, optional or other special rights and privileges, and qualifications, limitations or restrictions.

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•	If a special shareholders meeting of Parent is called by shareholders, it must be called by holders of not less than twenty-five percent of all shares outstanding and entitled to vote thereat;

•	Nomination of candidates for election to Parent’s board of directors requires advance notice containing certain information of the nominee;

•	Parent’s regulations may be amended only by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of Parent; and

•	Certain business combinations with controlling persons approval by a supermajority of Parent’s outstanding voting shares.

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•	Parent’s Annual Report on Form 10-K for the year ended December 31, 2017 (including the portions of the Definitive Proxy Statement for Parent’s 2018 Annual Meeting incorporated by reference therein); and

•	Parent’s Current Reports on Form 8-K, filed with the SEC on January 22, 2018, January 23, 2018 and January 26, 2018.

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(1)	Affiliate. – A person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of G.S. 55-13-01(7), a person is deemed to be an affiliate of its senior executives.

(2)	Beneficial shareholder. – A person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf.

(3)	Corporation. – The issuer of the shares held by a shareholder demanding appraisal and, for matters covered in G.S. 55-13-22 through G.S. 55-13-31, the term includes the surviving entity in a merger.

(4)	Expenses. – Reasonable expenses of every kind that are incurred in connection with a matter, including counsel fees.

(5)

Fair value. – The value of the corporation's shares (i) immediately before the effectuation of the corporate action as to which the shareholder asserts appraisal rights, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable, (ii) using customary and current valuation concepts and techniques generally employed for similar business in the context of the transaction requiring appraisal, and (iii) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to G.S. 55-13-02(a)(5).

(6)	Interest. – Interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this State on the effective date of the corporate action.

(7)	Interested transaction. – A corporate action described in G.S. 55-13-02(a), other than a merger pursuant to G.S. 55-11-04, involving an interested person and in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition, the following definitions apply:

a.	Interested person. – A person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action met any of the following conditions:

1.	Was the beneficial owner of twenty percent (20%) or more of the voting power of the corporation, other than as owner of excluded shares.

2.	Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of twenty-five percent (25%) or more of the directors to the board of directors of the corporation.

3.	Was a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than any of the following:

I.	Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action.

II.	Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in G.S. 55-8-31(a)(1) and (c).

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III.	In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity, or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of the acquiring entity or such affiliate of the acquiring entity.

b.

Beneficial owner. – Any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares. If a member of a national securities exchange is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted, then that member of a national securities exchange shall not be deemed a "beneficial owner" of any securities held directly or indirectly by the member on behalf of another person solely because the member is the record holder of the securities. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.

c.	Excluded shares. – Shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(8)	Preferred shares. – A class or series of shares the holders of which have preference over any other class or series with respect to distributions.

(9)	Record shareholder. – The person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(10)	Senior executive. – The chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function.

(11)	Shareholder. – Both a record shareholder and a beneficial shareholder.

(1)

Consummation of a merger to which the corporation is a party if either (i) shareholder approval is required for the merger by G.S. 55-11-03 and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger or (ii) the corporation is a subsidiary and the merger is governed by G.S. 55-11-04.

(2)	Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged.

(3)	Consummation of a disposition of assets pursuant to G.S. 55-12-02 if the shareholder is entitled to vote on the disposition.

(4)	An amendment of the articles of incorporation (i) with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has an obligation or right to repurchase the fractional share so created or (ii) changes the corporation into a nonprofit corporation or cooperative organization.

(5)	Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors.

(6)	Consummation of a conversion to a foreign corporation pursuant to Part 2 of Article 11A of this Chapter if the shareholder does not receive shares in the foreign corporation resulting from the

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(7)	Consummation of a conversion of the corporation to nonprofit status pursuant to Part 2 of Article 11A of this Chapter.

(8)	Consummation of a conversion of the corporation to an unincorporated entity pursuant to Part 2 of Article 11A of this Chapter.

(1)	Appraisal rights shall not be available for the holders of shares of any class or series of shares that are any of the following:

a.	A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended.

b.	Traded in an organized market and has at least 2,000 shareholders and a market value of at least twenty million dollars ($20,000,000)(exclusive of the value of shares held by the corporation's subsidiaries, senior executives, directors, and beneficial shareholders owning more than ten percent (10%) of such shares).

c.	Issued by an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, and may be redeemed at the option of the holder at net asset value.

(2)	The applicability of subdivision (1) of this subsection shall be determined as of (i) the record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights or (ii) the day before the effective date of such corporate action if there is no meeting of shareholders.

(3)

Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective.

(4)	Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares where the corporate action is an interested transaction.

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(1)	Submits to the corporation the record shareholder's written consent to the assertion of rights no later than the date referred to in G.S. 55-13-22(b)(2)b.

(2)	Submits written consent under subdivision (1) of this subsection with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

(1)	Written notice that appraisal rights are, are not, or may be available must be given to each record shareholder from whom a consent is solicited at the time consent of each shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this Article.

(2)	Written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to the applicable shareholders required by subsections (d) and (e) of G.S. 55-7-04, may include the materials described in G.S. 55-13-22, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this Article.

(1)

The annual financial statements specified in G.S. 55-16-20(a) of the corporation that issued the shares to be appraised. The date of the financial statements shall not be more than 16 months before the date of the notice and shall comply with G.S. 55-16-20(b). If annual financial statements that meet the requirements of this subdivision are not reasonably available, then the corporation shall provide reasonably equivalent financial information.

(2)	The latest available quarterly financial statements of the corporation, if any.

(1)	Deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated.

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(2)	Not vote, or cause or permit to be voted, any shares of any class or series in favor of the proposed action.

(1)

A form that specifies the first date of any announcement to shareholders, made prior to the date the corporate action became effective, of the principal terms of the proposed corporate action. If such an announcement was made, the form shall require a shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date. The form shall require a shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction.

(2)	Disclosure of the following:

a.	Where the form must be sent and where certificates for certificated shares must be deposited, as well as the date by which those certificates must be deposited. The certificate deposit date must not be earlier than the date for receiving the required form under sub-subdivision b. of this subdivision.

b.

A date by which the corporation must receive the payment demand, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice required under subsection (a) of this section and form are sent. The form shall also state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date.

c.	The corporation's estimate of the fair value of the shares.

d.	That, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in sub-subdivision b. of this subdivision, the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

e.	The date by which the notice to withdraw under G.S. 55-13-23 must be received, which date must be within 20 days after the date specified in sub-subdivision b. of this subdivision.

(3)	Be accompanied by a copy of this Article.

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(1)	The following financial information:

a.

The annual financial statements specified in G.S. 55-16-20(a) of the corporation that issued the shares to be appraised. The date of the financial statements shall not be more than 16 months before the date of payment and shall comply with G.S. 55-16-20(b). If annual financial statements that meet the requirements of this sub‑subdivision are not reasonably available, the corporation shall provide reasonably equivalent financial information.

b.	The latest available quarterly financial statements, if any.

(2)	A statement of the corporation's estimate of the fair value of the shares. The estimate must equal or exceed the corporation's estimate given pursuant to G.S. 55-13-22(b)(2)c.

(3)	A statement that the shareholders described in subsection (a) of this section have the right to demand further payment under G.S. 55-13-28 and that if a shareholder does not do so within the time period specified therein, then the shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this Article.

(1)	The information required by G.S. 55-13-25(b)(1).

(2)	The corporation's estimate of fair value pursuant to G.S. 55-13-25(b)(2).

(3)	That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under G.S. 55-13-28.

(4)	That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer.

(5)	That those shareholders who do not satisfy the requirements for demanding appraisal under G.S. 55-13-28 shall be deemed to have accepted the corporation's offer.

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(1)	Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of G.S. 55-13-20, 55-13-22, 55-13-25, or 55-13-27.

(2)	Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Article.

(1)	Was not authorized and approved in accordance with the applicable provisions of any of the following:

c.	The resolution of the board of directors authorizing the corporate action.

(2)	Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading.

(3)	Constitutes an interested transaction, unless it has been authorized, approved, or ratified by either (i) the board of directors or a committee of the board or (ii) the shareholders, in the same manner as is provided in G.S. 55-8-31(a)(1) and (c) or in G.S. 55-8-31(a)(2) and (d), as if the interested transaction were a director's conflict of interest transaction.

(4)	Was approved by less than unanimous consent of the voting shareholders pursuant to G.S. 55-7-04, provided that both of the following are true:

a.	The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected.

b.	The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

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Level 2	Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3	Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques included use of option pricing models, discounted cash flow models and similar techniques.

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•	by Park because the board of directors of the Bank fails to make a recommendation to the Bank stockholders to adopt the Merger Agreement (or withdraws or modifies such recommendation), or the Bank has materially breached its covenant not to solicit, or engage in discussions or negotiations regarding, alternative acquisition proposals, or

•	by either Park or the Bank if the Bank has received a superior proposal, and the board of directors of the Bank has notified Park of its intention to change its recommendation to the Bank stockholders or made such change.

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