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                                                                    Exhibit 99.3
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                   FORM OF PROXY TO BE USED IN CONNECTION WITH

                       SPECIAL MEETING OF SHAREHOLDERS OF

                            SECURITY BANC CORPORATION


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                            SECURITY BANC CORPORATION

[X]    PLEASE MARK VOTES
       AS IN THIS EXAMPLE

     PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
                          MARCH 9, 2001


   The  undersigned  holder(s) of common  shares of Security Banc
Corporation,   an  Ohio  corporation   (the  "Company"),   hereby
constitutes  and  appoints  Robert E. Harley and Richard L. Kuss,
or either of them, the Proxy or Proxies of the undersigned,  with
full  power of  substitution,  to attend the  Special  Meeting of
Shareholders  (the  "Special  Meeting") of the Company to be held
on March 9,  2001,  at the offices of The Security  National Bank
and Trust Co., 40 South Limestone Street,  Springfield,  Ohio, at
10:00 a.m.,  local time,  and any  adjournment  thereof,  and  to
vote  all  of  the  common   shares  of  the  Company  which  the
undersigned  is entitled to vote at the  Special  Meeting,  or at
any adjournment thereof, as follows:



                                                                 
 1. To  adopt the Agreement and Plan of Merger                      For     Against  Abstain
    between Park National Corporation and Security Banc             [ ]       [ ]      [  ]
    Corporation, dated as of November 20, 2000, a copy of which is
    included as Appendix A to the Joint Proxy Statement/Prospectus
    for the  Special  Meeting, which accompanied this proxy card.



 2. In their  discretion,  upon any  other  business  (none
    known at the time of  solicitation of this proxy) which
    properly  comes  before  the  Special  Meeting  or  any
    adjournment thereof.



                THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
                     DIRECTORS OF SECURITY BANC CORPORATION.

         A VOTE FOR PROPOSAL NO. 1 IS RECOMMENDED BY THE BOARD OF DIRECTORS OF
THE COMPANY. WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS
PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO
CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY CARD WILL BE
VOTED FOR PROPOSAL NO. 1. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE
SPECIAL MEETING OR ANY ADJOURNMENT, THE COMMON SHARES REPRESENTED BY THIS PROXY
CARD WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS.

         All proxies previously given or executed by the undersigned are hereby
revoked. Receipt is acknowledged of the accompanying Notice of Special Meeting
of Shareholders and Joint Proxy Statement/Prospectus for the March 9, 2001
meeting.

 Please be sure to sign and date this Proxy                     Date: [        ]
    in the boxes to the right and below.
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Shareholder sign above ---- Co-holder (if any) sign above

   DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.


                           SECURITY BANC CORPORATION
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Shareholders should date this proxy card and sign above exactly as name appears.
If common shares are registered in two names, both shareholders should sign.
Executors, administrators, trustees, guardians and other signing in a
representative capacity should indicate the capacity in which they sign.

                              PLEASE ACT PROMPTLY
                   SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
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