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Exhibit 2.2
AMENDMENT TO THE
SECOND AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment (this "Amendment")
to the Second Amended and Restated Agreement and Plan of Merger
dated to be effective as of August 14, 2006 (the "Agreement"),
is made and entered into as of the 15th day of December, 2006, by
and among Park National Corporation, an Ohio corporation; The Park
National Bank, a national banking association; and Anderson Bank
Company, an Ohio state-chartered commercial bank.
WHEREAS, pursuant to
Section 9.09 of the Agreement, the Agreement may be amended in
writing among the parties thereto;
NOW, THEREFORE, in consideration
of the foregoing and for other consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows, intending to be legally bound hereby:
1. Amendment to
Section 2.04(c) . The parties hereby amend the Agreement
by deleting the second sentence of Section 2.04(c) of the
Agreement in its entirety and by substituting therefor the
following:
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"Upon surrender of an Old Certificate for
cancellation to the Exchange Agent, the Exchange Agent shall mail
within five (5) business days of the later of (A) the
expiration of the period during which holders of Anderson Shares
may seek relief as dissenting sh
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