PARK NATIONAL CORP /OH/
EX-10.1
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<TYPE>EX-10.1
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<FILENAME>l93142aex10-1.txt
<DESCRIPTION>EX-10.1
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                                                                    EXHIBIT 10.1
                                                                    ------------

                       SUMMARY OF INCENTIVE BONUS PLAN OF
                            PARK NATIONAL CORPORATION
                            -------------------------

         The Executive Committee of the Board of Directors of Park National
Corporation ("Park National") administers Park National's incentive bonus plan
which enables the officers of The Park National Bank, The Richland Trust
Company, Century National Bank, The First-Knox National Bank of Mount Vernon,
Second National Bank, United Bank, N.A., The Security National Bank and Trust
Co., The Citizens National Bank of Urbana and Guardian Financial Services
Company to share in any above-average return on equity (net income divided by
average equity) which Park National may generate during a fiscal year.

         Above-average return on equity is defined as the amount by which the
net income to average equity ratio of Park National exceeds the median net
income to average equity ratio of all U.S. bank holding companies of similar
asset size ($3 billion to $10 billion). A formula determines the amount, if any,
by which Park National's return on equity ratio exceeds the median return on
equity ratio of these peer bank holding companies. Twenty percent (20%) of that
amount on a before-tax equivalent basis is available for incentive compensation.
If Park National's return on equity ratio is equal to or less than that of the
peer group, no incentive compensation will be available with respect to that
year. The President and Chief Executive Officer of Park National receives a
fixed percentage of the amount available for incentive compensation as
determined by the Board of Directors of Park National. After deducting that
amount, the remaining amount is distributed to the officers of Park National
Bank, Richland Trust Company, Century National Bank, First-Knox National Bank,
Second National Bank, United Bank, Security National Bank, Citizens National
Bank and Guardian Financial on the basis of their respective contributions to
Park National's meeting its short-term and long-term financial goals during the
fiscal year, which contributions are subjectively determined by the Chairman of
the Board and the President of Park National and approved by the Executive
Committee of the Board of Directors of Park National. Recommendations of the
Presidents of Park National's subsidiaries are considered when determining
incentive bonus amounts for officers of those subsidiaries. The determination of
the amounts of incentive bonus to be paid for a fiscal year and the payment of
those amounts are made during the first two quarters of the next fiscal year.





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