8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	April 20, 2005
	(April 18, 2005)

PARK NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio
(State or other
jurisdiction of
incorporation) 1-13006
(Commission File
Number) 31-1179518
(IRS Employer
Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio 43058-3500

(Address of principal executive offices) (Zip Code)

(740) 349-8451

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

Item 1.01. Entry into a Material Definitive Agreement.

Approval of Park National Corporation 2005 Incentive Stock Option Plan

     The Annual Meeting of Shareholders (the “Annual Meeting”) of Park National Corporation (“Park”) was held on April 18, 2005. At the Annual Meeting, the shareholders of Park approved the Park National Corporation 2005 Incentive Stock Option Plan (the “2005 Plan”). Upon recommendation by the Compensation Committee of Park’s Board of Directors, on January 18, 2005, the Board of Directors had adopted the 2005 Plan, subject to shareholder approval.

     The 2005 Plan provides for the grant of incentive stock options (“ISOs”) to key employees of Park and its subsidiaries. The 2005 Plan will be administered by the Compensation Committee. Officers and other employees of Park and its subsidiaries (including the executive officers of Park) who are selected by the Compensation Committee will be eligible to receive ISOs granted under the 2005 Plan.

     The following is a brief summary of the material features of the 2005 Plan. This summary is qualified in its entirety by reference to the full text of the 2005 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The form of Stock Option Agreement used in connection with the grant of ISOs under the 2005 Plan is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Common Shares Available Under the 2005 Plan

     Subject to adjustment as described below, the 2005 Plan authorizes the granting of ISOs covering a total of 1,500,000 common shares. Common shares subject to the 2005 Plan may be either common shares currently held by Park or common shares subsequently acquired by Park and held in treasury, including common shares purchased in the open market or in private transactions. Park will not issue any new common shares under the 2005 Plan. If any outstanding ISO granted under the 2005 Plan for any reason expires or is terminated without having been exercised in full, the common shares allocable to the unexercised portion of the ISO will (unless the 2005 Plan has been terminated) become available for subsequent grants of ISOs under the 2005 Plan.

     If there is a stock dividend, stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares or other similar corporate change affecting Park’s common shares, the Compensation Committee will appropriately adjust the aggregate number of common shares available for grants under the 2005 Plan, the number of common shares subject to outstanding ISOs,

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the exercise price and other limitations applicable to outstanding ISOs as well as any share-based limits imposed under the 2005 Plan.

Administration of the 2005 Plan

     The Compensation Committee will select the key employees to be granted ISOs under the 2005 Plan and has the authority to establish the terms and conditions of each ISO, subject in each case to the provisions of the 2005 Plan. In addition, the Compensation Committee will have the authority to interpret the 2005 Plan, adopt administrative regulations and procedures which are consistent with the terms of the 2005 Plan, and make all determinations necessary for the administration of the 2005 Plan.

Exercise Price and Limitations of ISOs

     The exercise price of each ISO granted under the 2005 Plan will be equal to 100% of the fair market value of Park’s common shares on the date of grant. The exercise price of an outstanding ISO may not be “repriced,” within the meaning of the applicable sections of the American Stock Exchange (“AMEX”) Company Guide, without the prior approval of Park’s shareholders.

     If, at the time an ISO is granted, the key employee owns of record and beneficially shares representing more than 10% of the total combined voting power of all classes of stock of Park or any of its subsidiaries, the ISO must have an exercise price equal to at least 110% of the fair market value of the common shares covered by the ISO on the grant date. No key employee may be granted ISOs under the 2005 Plan if it would cause the aggregate fair market value (determined as of the date an ISO is granted) of the common shares with respect to which ISOs are exercisable for the first time by the key employee during any calendar year, under the 2005 Plan and all other stock option plans maintained by Park and its subsidiaries, to exceed $100,000, or any other amount specified in Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Terms and Conditions of ISOs

     Each ISO granted under the 2005 Plan will have a term of five years.

     Unless otherwise provided in the applicable option agreement, any exercise of an ISO granted under the 2005 Plan may be made in whole or in part. However, no single purchase of common shares upon exercise of an ISO may be for less than 200 common shares or the number of common shares then covered by the ISO, whichever number is lower. Payment of the exercise price of an ISO must be made in cash or check payable to Park. ISOs are exercisable at such times and subject to such restrictions and conditions as the Compensation Committee imposes at the time of grant.

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     The 2005 Plan contains special rules governing the time of exercise of ISOs in cases of normal retirement (which is defined in the 2005 Plan as separation from employment with Park and its subsidiaries on or after age 62), disability or death. In the case of normal retirement, all of the key employee’s ISOs will become fully vested and may be exercised at any time before the earlier of expiration date of the ISOs or three months following the last day of employment. If a key employee dies while employed by Park and/or its subsidiaries, the key employee’s ISOs will become fully vested and may be exercised at any time before earlier of the expiration date of the ISOs or 12 months beginning on the date of death. If a key employee is terminated due to a disability, the key employee’s ISOs will become fully vested and may be exercised at any time before the earlier of the expiration date of the ISOs or 12 months beginning on the last day of employment. If a key employee is terminated for any reason other than normal retirement, disability or death, all ISOs held by the key employee will be forfeited.

     The 2005 Plan also provides that, upon the occurrence of a “change in control” (as defined in the 2005 Plan) of Park, all outstanding ISOs (whether or not then exercisable) will become fully vested and exercisable as of the date of the change in control.

     A key employee will forfeit all of the key employee’s outstanding ISOs, as well as all common shares acquired through the exercise of ISOs on the date of termination of employment or within six months before and five years after the termination of employment, if the key employee:

•   without the Compensation Committee’s written consent, renders services to, becomes the owner of, or serves (or agrees to serve) as an officer, director, consultant or employee of, a business that competes with any portion of Park’s (or a subsidiary of Park’s) business with which the key employee has been involved at any time within five years before the key employee’s termination of employment with Park and/or its subsidiaries;

•   refuses or fails to consult with, supply information to or otherwise cooperate with Park or any subsidiary of Park after being requested to do so;

•   without the Compensation Committee’s written consent, solicits or attempt to influence or induce any employee of Park and/or its subsidiaries to terminate his or her employment, or uses or discloses any information obtained while employed by Park and/or its subsidiaries concerning the names and addresses of employees;

•   without the Compensation Committee’s written consent, discloses any confidential or proprietary information

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	relating to the business affairs of Park and/or its subsidiaries;
•	fails to return all property (other than personal property) received by the key employee during his or her employment with Park and/or its subsidiaries; or
•	engages in conduct the Compensation Committee reasonably concludes would have given rise to termination of the key employee for cause (as defined in the 2005 Plan) if it had been discovered before the key employee terminated his or her employment with Park and/or its subsidiaries.

Transferability of ISOs and Common Shares Acquired Upon Exercise of ISOs

     ISOs granted under the 2005 Plan will not be transferable other than by will or the laws of descent and distribution, and ISOs will be exercisable, during a key employee’s lifetime, only by the key employee or the key employee’s guardian or legal representative.

     At the time of exercise of any ISO, the key employee exercising the ISO is to enter into an agreement with Park pursuant to which the common shares acquired upon exercise of the ISO may not be sold, transferred, pledged, assigned, alienated, hypothecated or otherwise disposed of to any person other than Park or a subsidiary of Park for a period of five years after the exercise date. This restriction does not, however, apply in the event of the exercise of an ISO following the death, disability or normal retirement of a key employee. In addition, if a key employee who acquired common shares upon the exercise of an ISO subsequently leaves the employment of Park and/or its subsidiaries by reason of death, disability or normal retirement, the restrictions also cease to apply. If a key employee who acquired common shares upon the exercise of an ISO subsequently leaves the employ of Park and/or its subsidiaries for any reason other than death, disability or normal retirement, and the key employee wishes to sell or otherwise dispose of those common shares prior to the end of the five-year restricted period, the key employee must submit a written request to Park to purchase such common shares at a purchase price equal to the lower of the exercise price and the fair market value of the common shares on the date the key employee’s employment is terminated.

Amendment and Termination of the 2005 Plan

     The Park Board of Directors or the Compensation Committee may terminate or suspend the 2005 Plan at any time. The Board of Directors or the Compensation Committee may also amend the 2005 Plan without shareholder approval except as required to satisfy the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended; applicable provisions of the Internal Revenue Code; or

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applicable requirements of AMEX or any other securities exchange on which Park’s equity securities are listed. No such action may, without the consent of the key employee, reduce the then existing number of ISOs granted to the key employee or adversely change the terms or conditions of those ISOs.

     No ISOs may be granted under the 2005 Plan after January 17, 2015.

Item 8.01. Other Events.

     At the Annual Meeting, each of the following directors was re-elected by the shareholders of Park to serve for a three-year term expiring in 2008: C. Daniel DeLawder; Harry O. Egger; F. William Englefield IV; and John J. O’Neill.

Item 9.01. Financial Statements and Exhibits.

     (a) and (b) Not applicable

     (c) Exhibits: The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Park National Corporation 2005 Incentive Stock Option Plan
10.2	Form of Stock Option Agreement to be used in connection with the grant of incentive stock options under the Park National Corporation 2005 Incentive Stock Option Plan

[Remainder of page intentionally left blank;
signature on following page.]

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK NATIONAL CORPORATION
Dated: April 20, 2005	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated April 20, 2005

Park National Corporation

Exhibit No.	Description
10.1	Park National Corporation 2005 Incentive Stock Option Plan
10.2	Form of Stock Option Agreement to be used in connection with the grant of incentive stock options under the Park National Corporation 2005 Incentive Stock Option Plan

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EX-10.1

Exhibit 10.1

PARK NATIONAL CORPORATION

2005 INCENTIVE STOCK OPTION PLAN

     1. Purpose. The Park National Corporation 2005 Incentive Stock Option Plan (this “Plan”) is intended as an incentive to encourage stock ownership by Key Employees of Park National Corporation (the “Company”) and its Subsidiaries by granting such Key Employees incentive stock options to purchase Common Shares of the Company so that they may acquire or increase and retain a proprietary interest in the long-term growth and financial success of the Company and its Subsidiaries. This Plan is intended to promote and advance the interests of the Company and its shareholders by encouraging such Key Employees to enter into or remain in the employment of the Company and/or its Subsidiaries and to put forth maximum efforts for the long-term growth and financial success of the Company and its Subsidiaries.

     2. Definitions. For purposes of this Plan, the following terms when capitalized shall have the meanings designated in this Section 2 unless a different meaning is plainly required by the context. Where applicable, the masculine pronouns shall include the feminine and the singular shall include the plural.

     (A) “Beneficiary” shall mean the person a Participant designates to receive (or exercise) any benefits (or rights) under this Plan that have not been received (or are unexercised) when the Participant dies. A Beneficiary may be designated only by following the procedures described in Section 12 of this Plan. Neither the Company nor the Committee is required to infer a Beneficiary from any other source.

     (B) “Board” shall mean the Board of Directors of the Company.

     (C) “Cause” shall mean with respect to any Participant:

     (i) The Participant’s conviction of, or entering into a plea of nolo contendere to, any crime (whether or not involving the Company or any Subsidiary) constituting a felony in the jurisdiction involved;

     (ii) Conduct of the Participant related to the Participant’s employment for which criminal penalties, civil penalties or administratively imposed sanctions or orders against the Participant or the Company or any Subsidiary may be sought or imposed;

     (iii) Material violation by the Participant of the policies of the Company or any Subsidiary including, without limitation, those set forth in the Company’s Code of Business Conduct and Ethics or in manuals or other statements of policies of the Company or any Subsidiary;

     (iv) Serious neglect or misconduct in the performance of the Participant’s duties for the Company or any Subsidiary or willful or repeated failure or refusal to perform such duties; or

     (v) Breach of any written covenant or agreement with the Company or any Subsidiary, including the terms of this Plan.

     (D) A “Change in Control” shall mean the occurrence of any one of the following:

     (i) Any “person,” including a “group” (as such terms are used in Subsections 13(d) and 14(d) of the Exchange Act and the rules thereunder, but excluding the Company, any Subsidiary of the Company or any employee benefit plan of the Company or any Subsidiary of the Company) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of, or acquires the power to direct, directly or indirectly, the exercise of voting power with respect to, securities which represent 50% or more of the combined voting power of the Company’s outstanding securities thereafter; or

     (ii) The shareholders of the Company approve a merger or consolidation of the Company with or into another entity, in which the Company is not the continuing or surviving entity or pursuant to which any Common Shares would be converted into cash, securities or other property of another entity, other than a merger or consolidation in which holders of Common Shares immediately prior to the merger or consolidation have the same proportionate ownership of securities of the surviving entity immediately after the merger or consolidation as they had of Common Shares of the Company immediately before the merger or consolidation; or

     (iii) The shareholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect).

     (E) “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations issued under the Code and any applicable rulings issued under the Code. References to a particular section of the Code shall include references to successor provisions.

     (F) “Committee” shall mean the Compensation Committee of the Board or such other committee of at least three persons, as may be appointed by the Board from time to time to serve at the pleasure of the Board. The Committee shall be comprised of at least three individuals each of whom is (a) an outside director, as defined in Treasury Regulations Section 1.162-27(e)(3)(i) and (b) a “non-employee” director within the meaning of Rule 16b-3 under the Exchange Act and (c) an “independent director” as that term is defined in the corporate governance rules of the national securities exchange or

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other recognized market or quotation system upon or through which the Common Shares are then listed or traded.

     (G) “Common Shares” shall mean the common shares, without par value, of the Company.

     (H) “Company” shall mean Park National Corporation, an Ohio corporation, and any and all successors to it.

     (I) “Disability” shall mean a disability within the meaning of Subsection 22(e)(3) of the Code.

     (J) “Employee” shall mean any individual who, on the applicable Grant Date, is a common law employee of the Company or any Subsidiary. An individual who is classified as other than a common law employee but who is subsequently reclassified as a common law employee of the Company or any Subsidiary for any reason and on any basis shall be treated as a common law employee only from the date of that determination and shall not retroactively be reclassified as an Employee for any purpose of this Plan.

     (K) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor statute.

     (L) “Exercise Price” shall mean the price at which an Incentive Option may be exercised.

     (M) The “Fair Market Value” of a Common Share on any relevant date for purposes of any provision of this Plan shall be determined as follows:

     (i) if the Common Shares are traded on a national securities exchange or other recognized market or quotation system, the reported “closing price” on the relevant date, if it is a trading day; otherwise, on the next preceding trading day on which a sale was transacted; or

     (ii) if the Common Shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date if it is a trading day; otherwise, on the next preceding trading day on which a sale was transacted; or

     (iii) if neither clause (i) nor clause (ii) applies, the fair market value as determined by the Committee in good faith.

     (N) “Grant Date” shall mean the date an Incentive Option is granted to a Participant.

     (O) “Incentive Option” shall mean an option granted under this Plan which meets the conditions for an “incentive stock option” imposed under Subsection 422(b) of the Code. To the extent permitted by applicable laws, rules and regulations, any

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provisions in this Plan or in any such Incentive Option which would prevent such option from being an incentive stock option may be deleted and/or voided retroactively to the date of the granting of such option, by the action of the Committee; and the Committee may retroactively add provisions to this Plan or to any Incentive Option if necessary to qualify such option as an incentive stock option. During any single Plan Year, no Participant may be granted Incentive Options covering more than 2,000 Common Shares (adjusted as provided in Section 4 of this Plan, including Incentive Options that are cancelled (or deemed to have been cancelled under Treasury Regulations Section 1.162-27(e)(2)(vi)(B)) during the Plan Year granted.

     (P) “Key Employee” shall mean any Employee of the Company and/or any Subsidiary who, in the opinion of the Committee, has demonstrated a capacity for contributing in substantial measure to the success of the Company and its Subsidiaries.

     (Q) “Normal Retirement” shall mean Termination of a Key Employee on or after the date the Key Employee has attained age sixty-two (62).

     (R) “Option Agreement” shall mean the written agreement between the Company and each Participant that describes the terms and conditions of each Incentive Option.

     (S) “Participant” shall mean a Key Employee selected by the Committee to receive Incentive Options granted under this Plan.

     (T) “Plan” shall mean the Park National Corporation 2005 Incentive Stock Option Plan, as amended.

     (U) “Plan Year” shall mean the Company’s fiscal year.

     (V) “Subsidiary” shall mean a corporation which is a “subsidiary corporation” of the Company as that term is defined in Subsection 424(f) of the Code.

     (W) “Termination” or “Terminated” shall mean cessation of the employee-employer relationship between an Employee and the Company and all Subsidiaries for any reason.

     3. Eligibility. Any Key Employee, including those Key Employees who are officers of the Company, shall be eligible to receive Incentive Options pursuant to this Plan if selected as a Participant. More than one Incentive Option may be granted to a Key Employee.

     4. Common Shares Subject to Plan. Incentive Options may be granted under this Plan only for the purchase of Common Shares of the Company. The Common Shares to be issued and delivered by the Company upon exercise of Incentive Options granted under this Plan may consist of either Common Shares currently held or Common Shares subsequently acquired by the Company as treasury shares, including Common Shares purchased in the open market or in private transactions. The aggregate number of Common Shares for which Incentive Options may be granted under this Plan shall be 1,500,000. If, during the term of this Plan, there is a

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dividend or split in respect of the Common Shares, recapitalization (including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares, or other similar corporate change affecting the Common Shares, the Committee shall appropriately adjust (A) the number of Common Shares which may be delivered under this Plan; (B) the number of Common Shares subject to outstanding Incentive Options as well as any share-based limits imposed under this Plan; (C) the respective Exercise Prices and other limitations applicable to outstanding Incentive Options; and (D) any other factors, limits or terms affecting any outstanding Incentive Options. If any outstanding Incentive Option under this Plan for any reason expires or is terminated without having been exercised in full, the Common Shares allocable to the unexercised portion of such Incentive Option shall (unless this Plan shall have been terminated) become available for subsequent grants of Incentive Options under this Plan. No Incentive Option may be granted under this Plan which could cause any share-based limit under this Plan to be exceeded.

     5. Administration of Plan.

     (A) This Plan shall be administered by the Committee.

     (B) The Committee shall select the Participants to be granted Incentive Options from among the Key Employees and shall grant to such Participants Incentive Options under, and in accordance with, the provisions of this Plan.

     (C) Subject to the express provisions of this Plan, the Committee shall have the authority to adopt administrative regulations and procedures which are consistent with the terms of this Plan; to adopt and amend such Option Agreements as it deems it advisable; to determine the terms and provisions of such Option Agreements (including the number of Common Shares with respect to which Incentive Options are granted to a Participant who is a Key Employee, the Exercise Price for each Incentive Option and the date or dates when each Incentive Option or parts of it may be exercised) — which terms shall comply with the requirements of Section 6 of this Plan; to construe and interpret such Option Agreements; to impose such limitations and restrictions as are deemed necessary or advisable by counsel for the Company so that compliance with the Federal securities laws and with the securities laws of the various states may be assured; and to make all other determinations necessary or advisable for administering this Plan. Decisions by the Committee may be made either by a majority of its members at a meeting of the Committee duly called and held or without a meeting by a writing or writings signed by all of the members of the Committee. All decisions and interpretations made by the Committee shall be binding and conclusive on all Participants and their guardians, legal representatives and Beneficiaries. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to this Plan or any Incentive Option granted under it.

     (D) With respect to Key Employees subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act. To the extent any provision of this Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent

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permitted by applicable laws, rules and regulations and deemed advisable by the Committee.

     (E) The Committee may designate any officers or Employees of the Company or any Subsidiary to assist the Committee in the administration of this Plan but the Committee may not delegate to them duties imposed on the Committee under this Plan or any applicable law, rule or regulation.

     (F) Regardless of any other provision of this Plan, neither the Company nor the Committee may “reprice” (as defined under rules adopted by the national securities exchange or other recognized market or quotation system upon or through which the Common Shares then are listed or traded) any Incentive Option without the prior approval of the shareholders of the Company.

     6. Terms and Conditions of Incentive Options. Incentive Options granted under this Plan shall contain such terms as the Committee shall determine subject to the following limitations and requirements:

     (A) Exercise Price: Subject to the limitations of Subsection 6(G) below, the Exercise Price per Common Share of each Incentive Option shall be equal to the Fair Market Value of the Company’s Common Shares on the Grant Date of such Incentive Option.

     (B) Period within which Incentive Option may be exercised: Subject to the limitations of Subsections 6(C), 6(H), and 6(I) below, each Incentive Option granted under this Plan shall terminate and cease to be exercisable on the fifth anniversary of the day immediately preceding the Grant Date of such Incentive Option.

     (C) Effect of Termination of Participant: If a Participant is Terminated for any reason other than the death, Disability or Normal Retirement of the Participant, all of such Participant’s Incentive Options shall be forfeited effective immediately upon such Termination of the Participant. If the Termination was due to the Normal Retirement of the Participant, all Incentive Options of the Participant that are then outstanding (whether or not then fully vested and exercisable) will become fully vested and exercisable by the Participant and may be exercised at any time before the earlier to occur of the expiration date of the Incentive Options specified in the respective Option Agreements or three months beginning on the last day of employment. If the Termination was due to the death of a Participant who was an Employee of the Company and/or any Subsidiary at the time of the Participant’s death, all Incentive Options of the Participant that are then outstanding (whether or not then fully vested and exercisable) will become fully vested and exercisable and may be exercised by the Participant’s Beneficiary at any time before the earlier to occur of the expiration date of the Incentive Options specified in the respective Option Agreements or 12 months beginning on the date of death. If the Termination was due to the Disability of the Participant, all Incentive Options of the Participant that are then outstanding (whether or not then fully vested and exercisable) will become fully vested and exercisable and may be exercised by the Participant at any

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time before the earlier to occur of the expiration date of the Incentive Options specified in the respective Option Agreements or 12 months beginning on the last day of employment.

     (D) Non-transferability: No Incentive Option granted under this Plan may be transferred, pledged, assigned, alienated, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. An Incentive Option granted under this Plan shall be exercisable, during a Participant’s lifetime, only by the Participant, the Participant’s guardian or the Participant’s legal representative.

     (E) Aggregate annual limit on Incentive Options: The aggregate Fair Market Value (determined as of the Grant Date of the Incentive Option) of the Common Shares with respect to which Incentive Options are exercisable for the first time by any Participant during any calendar year under this Plan and all other option plans of the Company and its Subsidiaries shall not exceed $100,000 (or other amount specified in Code Section 422(d))).

     (F) Partial exercise: Unless otherwise provided in the applicable Option Agreement, any exercise of an Incentive Option granted under this Plan may be made in whole or in part; provided, however, that no single purchase of Common Shares upon exercise of an Incentive Option shall be for less than the lesser of (i) 200 Common Shares or (ii) the full number of Common Shares for which the Incentive Option is then exercisable.

     (G) 10% shareholder: If a Participant owns [for purposes of Subsection 424(d) of the Code] stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, then each Incentive Option granted under this Plan to such Participant shall by its terms fix the Exercise Price per Common Share to be at least 110% of the Fair Market Value of the Common Shares on the Grant Date of such Incentive Option.

     (H) Exercisability: Incentive Options granted to Key Employees under this Plan shall be exercisable at such times and subject to such restrictions and conditions as the Committee may impose at the time of grant of such Incentive Options.

     (I) Limits on exercisability/forfeiture of exercised incentive options: Regardless of any other provision of this Plan and unless the Committee specifies otherwise in the Option Agreement, a Participant who fails to comply with Subsections (I)(iii) through (ix) below will:

     (i) Forfeit all outstanding Incentive Options; and

     (ii) Forfeit all Common Shares acquired upon the exercise of any Incentive Options on the date of Termination or within six months before and five years after Terminating.

     The forfeitures described in Subsections (I)(i) and (ii) above will apply if the Participant:

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     (iii) Without the Committee’s written consent, which may be withheld for any reason or for no reason, serves (or agrees to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation, limited liability company, association or other entity or becomes the owner of a business or a partner or member of a partnership, limited liability company, association or other entity that competes with any portion of the Company’s (or a Subsidiary’s) business with which the Participant has been involved at any time within five years before Termination or renders any service (including, without limitation, business consulting) to entities that compete with any portion of the Company’s (or a Subsidiary’s) business with which the Participant has been involved at any time within five years before Termination;

     (iv) Refuses or fails to consult with, supply information to or otherwise cooperate with the Company or any Subsidiary after having been requested to do so;

     (v) Deliberately engages in any action that the Committee concludes has caused substantial harm to the interests of the Company or any Subsidiary;

     (vi) Without the Committee’s written consent, which may be withheld for any reason or for no reason, on the Participant’s own behalf or on behalf of any other person, partnership, corporation, limited liability company, association or other entity, solicits or in any manner attempts to influence or induce any employee of the Company or any Subsidiary to leave the Company’s or Subsidiary’s employment or uses or discloses to any person, partnership, corporation, limited liability company, association or other entity any information obtained while an employee or director of the Company or any Subsidiary concerning the names and addresses of the Company’s or any Subsidiary’s employees;

     (vii) Without the Committee’s written consent, which may be withheld for any reason or for no reason, discloses confidential and proprietary information relating to the Company’s or any Subsidiary’s business affairs (“Trade Secrets”), including technical information, information about services provided and business and marketing plans, strategies, customer information and other information concerning the Company’s or any Subsidiary’s services, promotions, development, financing, expansion plans, business policies and practices, salaries and benefits and other forms of information considered by the Company or any Subsidiary to be proprietary and confidential and in the nature of Trade Secrets;

     (viii) Fails to return all property (other than personal property), including keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, logs, machines, technical data, or any other tangible property or document and any and all copies, duplicates or reproductions that have been produced by, received by or otherwise been submitted to the Participant in the course of the Participant’s service with the Company or any Subsidiary; or

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     (ix) Engaged in conduct that the Committee reasonably concludes would have given rise to a Termination for Cause had it been discovered before the Participant Terminated.

     (J) Restrictions on resale or other disposition: At the time of exercise of any Incentive Option, the Participant exercising such Incentive Option shall enter into an agreement with the Company pursuant to which the Common Shares acquired upon the exercise of the Incentive Option may not be sold, transferred, pledged, assigned, alienated, hypothecated or otherwise disposed of by the Participant to any person other than the Company or a Subsidiary for a period of five years after the date of exercise; provided, however, that this restriction shall not apply in the event of the exercise of an Incentive Option following the death, Disability or Normal Retirement of a Participant. In the event that a Participant who acquired Common Shares upon the exercise of an Incentive Option subsequently Terminates by reason of death, Disability or Normal Retirement, the restrictions of this Subsection 6(J) shall immediately cease to apply. In the event that a Participant who acquired Common Shares upon the exercise of an Incentive Option subsequently Terminates for any reason other than death, Disability or Normal Retirement, and such Participant desires to sell or otherwise dispose of the Common Shares so acquired prior to the termination of the five-year restriction period contemplated by this Subsection 6(J), such Participant shall submit a written request to the Company to purchase such Common Shares at a purchase price equal to the lesser of the Exercise Price at which such Common Shares were purchased or the Fair Market Value of the Common Shares on the date such individual Terminated, and the Participant shall be obligated to sell, and the Company shall be obligated to purchase, the Common Shares subject to such written request at the purchase price determined in accordance with this sentence.

     7. Period for Granting Incentive Options. No Incentive Options shall be granted under this Plan subsequent to the tenth anniversary of the day prior to the date on which this Plan is adopted by the Board.

     8. No Effect Upon Employment Status. The fact that an Employee has been designated a Key Employee or selected as a Participant shall not limit or otherwise qualify the right of the Employee’s employer to terminate the Employee at any time.

     9. Method of Exercise. An Incentive Option granted under this Plan may be exercised only by written notice to the Committee, signed by the Participant, or in the event of a Participant’s death, by the Participant’s Beneficiary. The notice of exercise shall state the number of Common Shares in respect of which the Incentive Option is being exercised, and shall be accompanied by the payment in cash or by check payable to the order of the Company of an amount equal to the Exercise Price for the Common Shares being purchased, all in accordance with such regulations, procedures and determinations as may be adopted by the Committee pursuant to Subsection 5(C) above. A certificate or certificates for the Common Shares purchased upon the exercise of an Incentive Option shall be issued in regular course after the exercise of the Incentive Option and payment therefor. No person entitled to exercise any Incentive Option granted under this Plan shall have any of the rights or privileges of a

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shareholder with respect to any Common Shares issuable upon exercise of such Incentive Option until a certificate or certificates representing such Common Shares shall have been issued and delivered.

     10. Implied Consent of Participants. Every Participant, by acceptance of an Incentive Option under this Plan, shall be deemed to have consented to be bound, on the Participant’s own behalf and on behalf of the Participant’s Beneficiaries or guardian or legal representative, by all of the terms and conditions of this Plan.

     11. Effect of Change in Control. Upon the occurrence of a Change in Control, all Incentive Options then outstanding under this Plan shall become fully vested and exercisable, whether or not then otherwise exercisable, and each affected Participant will receive, upon payment of the Exercise Price, securities or cash, or both, equal to those the Participant would have been entitled to receive under this Plan or any applicable Option Agreement if the Participant had already exercised the Incentive Options.

     12. Beneficiary Designation. Each Participant may name a Beneficiary or Beneficiaries (who may be named contingently or successively) to receive any benefits or to exercise any vested Incentive Option under this Plan that has not been received or is unexercised at the Participant’s death. Each designation made will revoke all prior designations made by the same Participant, must be made on a form prescribed by the Committee and will be effective only when filed in writing with the Committee. If a Participant has not made an effective Beneficiary designation, the deceased Participant’s Beneficiary will be the deceased Participant’s surviving spouse or, if none, the deceased Participant’s estate. The identity of a Participant’s designated Beneficiary will be based only on the information included in the latest beneficiary designation form completed by the Participant and will not be inferred from any other evidence.

     13. Company Responsibility. All expenses of this Plan, including the cost of maintaining records, shall be borne by the Company. The Company shall have no responsibility or liability (other than under applicable securities laws) for any act or thing done or left undone with respect to the price, time, quantity or other conditions and circumstances of the purchase of Common Shares under the terms of this Plan, so long as the Company acts in good faith.

     14. Requirements of Law. The grant of Incentive Options and the issuance of Common Shares upon the exercise of Incentive Options pursuant to the terms of this Plan shall be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Also, no Common Shares will be issued under this Plan unless the Company is satisfied that the issuance of those Common Shares will comply with all applicable federal and state securities laws. Certificates for Common Shares delivered under this Plan may be subject to any stock transfer orders and other restrictions that the Committee believes to be advisable under the rules, regulations and other requirements of the United States Securities and Exchange Commission, any national securities exchange or other recognized market or quotation system upon or through which the Common Shares are then listed or traded, or any other applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates

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issued under this Plan to make appropriate reference to restrictions within the scope of this Section 14.

     15. Option Agreement. Each Participant receiving an Incentive Option under this Plan shall enter into an Option Agreement with the Company in the form specified by the Committee agreeing to the terms and conditions of the Incentive Option and such related matters as the Committee shall, in its sole discretion, determine.

     16. Amendment, Suspension and Termination of Plan. The Board or the Committee may amend or suspend this Plan from time to time or terminate this Plan at any time without the approval of the shareholders of the Company except to the extent that shareholder approval is required to satisfy applicable requirements imposed by (A) Rule 16b-3 under the Exchange Act, or any successor rule or regulation, (B) applicable provisions of the Code or (C) any national securities exchange or other recognized market or quotation system upon or through which any of the Company’s equity securities are then listed or traded. No such action to amend, suspend or terminate the Plan shall reduce the then existing number of any Participant’s Incentive Options or adversely change the terms or conditions thereof without the Participant’s consent. If the Plan is terminated, any unexercised Incentive Option shall continue to be exercisable in accordance with the terms of such Incentive Option.

     17. Effective Date. This Plan was adopted by the Board on January 18, 2005, and shall be effective on the date this Plan is approved by the Company’s shareholders. No Incentive Options may be granted under this Plan prior to the approval of this Plan by the shareholders of the Company.

     18. Governing Law. This Plan and all actions taken hereunder shall be governed by and construed in accordance with the laws (other than laws governing conflicts of laws) of the United States of America and the State of Ohio.

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EX-10.2

Exhibit 10.2

STOCK OPTION AGREEMENT

(2005 Incentive Stock Option Plan)

     This STOCK OPTION AGREEMENT (the “AGREEMENT”) is made to be effective as of                     , 200___(the “GRANT DATE”), by and between Park National Corporation, an Ohio corporation (the “COMPANY”), and                                          (the “OPTIONEE”).

WITNESSETH:

     WHEREAS, the Board of Directors of the COMPANY has adopted, and the shareholders of the COMPANY have approved, the Park National Corporation 2005 Incentive Stock Option Plan (the “PLAN”); and

     WHEREAS, pursuant to the provisions of the PLAN, the Compensation Committee (the “COMMITTEE”) of the Board of Directors of the COMPANY administers the PLAN; and

     WHEREAS, the COMMITTEE has determined that an option to purchase common shares, without par value (the “COMMON SHARES”), of the COMPANY should be granted to the OPTIONEE upon the terms and conditions set forth in this AGREEMENT;

     NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

     1. Grant of OPTION. The COMPANY hereby grants to the OPTIONEE an option (the “OPTION”) to purchase                           COMMON SHARES of the COMPANY, subject to adjustment as provided in Section 3 of this AGREEMENT. The OPTION is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “CODE”).

     2. Terms and Conditions of the OPTION.

          (A) EXERCISE PRICE. The purchase price (the “EXERCISE PRICE”) to be paid by the OPTIONEE to the COMPANY upon the exercise of the OPTION shall be $                     per COMMON SHARE, which is the closing price of the COMMON SHARES of the COMPANY as reported on the American Stock Exchange on the GRANT DATE, subject to adjustment as provided in Section 3 of this AGREEMENT. The OPTION may not be “repriced” (as defined under the rules of the American Stock Exchange) without the prior approval of the COMPANY’s shareholders.

          (B) Exercise of the OPTION. Except as otherwise provided in this AGREEMENT, the OPTION may be exercised as follows:

(i)   at any time after the GRANT DATE, as to                           of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in

	Section 3 of this AGREEMENT), provided that the OPTIONEE is employed by the COMPANY or a subsidiary of the COMPANY on the date of exercise;
(ii)	at any time after the first anniversary of the GRANT DATE, as to an additional                           of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3 of this AGREEMENT), provided that the OPTIONEE is employed by the COMPANY or a subsidiary of the COMPANY on the date of exercise;
(iii)	at any time after the second anniversary of the GRANT DATE, as to an additional                           of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3 of this AGREEMENT), provided that the OPTIONEE is employed by the COMPANY or a subsidiary of the COMPANY on the date of exercise; and
(iv)	at any time after the third anniversary of the GRANT DATE, as to an additional                           of the COMMON SHARES subject to the OPTION (subject to adjustment as provided in Section 3 of this AGREEMENT), provided that the OPTIONEE is employed by the COMPANY or a subsidiary of the COMPANY on the date of exercise.

Any exercise of the OPTION may be made in whole or in part; however, no single purchase of COMMON SHARES upon exercise of the OPTION shall be for less than the lesser of (i) 200 COMMON SHARES or (ii) the full number of COMMON SHARES for which the OPTION is then exercisable.

     Subject to the other provisions of this AGREEMENT, if the OPTION becomes vested and exercisable as to certain COMMON SHARES, it shall remain exercisable as to those COMMON SHARES until the date of expiration of the OPTION term.

     The grant of the OPTION shall not confer upon the OPTIONEE any right to continue in the employment of the COMPANY or any subsidiary of the COMPANY nor limit or qualify in any way the right of the COMPANY or any subsidiary of the COMPANY to modify the terms of or terminate the employment of the OPTIONEE at any time in accordance with applicable law and the governing corporate documents of the OPTIONEE’s employer.

          (C) OPTION Term. The OPTION shall in no event be exercisable after the fifth anniversary of the day immediately preceding the GRANT DATE.

          (D) Method of Exercise. The OPTION may be exercised by the OPTIONEE (or in the event of the OPTIONEE’s death, the OPTIONEE’s beneficiary as determined pursuant to the provisions of the PLAN) giving written notice of exercise to the COMMITTEE, in care of the Secretary of the COMPANY, stating the number of COMMON SHARES in respect of which the OPTION is being exercised. Payment for all such COMMON SHARES shall be made to the COMPANY at the time the OPTION is exercised in United States dollars in cash (including

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check, bank draft or money order payable to the order of the COMPANY). After payment in full for the COMMON SHARES purchased under the OPTION has been made, the COMPANY shall take all such actions as are necessary to deliver an appropriate share certificate evidencing the COMMON SHARES purchased upon the exercise of the OPTION as promptly thereafter as is reasonably practicable.

     3. Adjustments and Changes in the COMMON SHARES.

          (A) If, during the term of the OPTION, there shall be a dividend or split in respect of the COMMON SHARES, recapitalization (including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares, or other similar corporate change affecting the COMMON SHARES, the number of COMMON SHARES subject to the OPTION and the EXERCISE PRICE of the OPTION shall be appropriately adjusted to reflect such event. Fractional COMMON SHARES resulting from any adjustment in the OPTION pursuant to this Section 3 shall be rounded down to the nearest whole number of COMMON SHARES.

          (B) Any and all adjustments in connection with the OPTION made pursuant to this Section 3 shall comply in all respects with Section 422 of the CODE, and the regulations promulgated thereunder.

          (C) Notice of any adjustment made pursuant to this Section 3 shall be given by the COMPANY to the OPTIONEE.

     4. Acceleration of the Vesting of the OPTION upon a Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the PLAN), the unexercised portion of the OPTION (whether or not such portion is then exercisable by its terms) shall become immediately vested and exercisable in full.

     5. Non-Transferability of the OPTION. The OPTION may not be transferred, pledged, assigned, alienated, hypothecated or otherwise disposed of, except by will or by the laws of descent and distribution. The OPTION shall be exercisable, during the OPTIONEE’s lifetime, only by the OPTIONEE, the OPTIONEE’s guardian or the OPTIONEE’S legal representative. In the event of the death of the OPTIONEE, the person or persons entitled to exercise the unexercised portion of the OPTION will be determined in accordance with the provisions of the PLAN.

     6. Exercise After Termination of Employment.

          (A) If the OPTIONEE’s employment with the COMPANY and each of its subsidiaries terminates for any reason other than the death, Disability or Normal Retirement of the OPTIONEE, the OPTION shall be forfeited effective immediately upon such termination of employment. If the termination of employment was due to the Normal Retirement of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE to exercise the OPTION shall

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terminate upon the earlier to occur of the expiration of the term of the OPTION or three months after the date of termination of employment. If the termination of employment was due to the death of the OPTIONEE and the OPTIONEE was an employee of the COMPANY or any subsidiary of the COMPANY at the time of the OPTIONEE’s death, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE’s beneficiary to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the OPTION or 12 months after the date of death. If the termination of employment was due to the Disability of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the OPTION or 12 months after the date of termination of employment. For purposes of this AGREEMENT, the date of termination of employment shall be the last day of employment.

          (B) For purposes of this AGREEMENT, “Disability” shall mean a disability within the meaning of Subsection 22(e) (3) of the CODE and “Normal Retirement” shall mean separation from employment with the COMPANY and each of its subsidiaries on or after the date the OPTIONEE has attained age 62.

     7. Limits on Exercisability of the OPTION; Forfeiture of Exercised Portion of the OPTION. The OPTIONEE will forfeit the unexercised portion of the OPTION, as well as all COMMON SHARES acquired through the exercise of the OPTION on the date of termination of employment with the COMPANY and each of its subsidiaries or within six months before and five years after such termination of employment, if the OPTIONEE:

          (A) Without the COMMITTEE’s written consent, which may be withheld for any reason or for no reason, renders services to, becomes the owner of, or serves (or agrees to serve) as an officer, director, consultant or employee of or partner or member in a business that competes with any portion of the business of the COMPANY or any subsidiary of the COMPANY with which the OPTIONEE has been involved at any time within five years before the OPTIONEE’s termination of employment with the COMPANY and each of its subsidiaries;

          (B) Refuses or fails to consult with, supply information to or otherwise cooperate with the COMPANY or any subsidiary of the COMPANY after being requested to do so;

          (C) Deliberately engages in any action that the COMMITTEE concludes has caused substantial harm to the interests of the COMPANY or any subsidiary of the COMPANY;

          (D) Without the COMMITTEE’s written consent, which may be withheld for any reason or for no reason, solicits or in any manner attempts to influence or induce any employee of the COMPANY or any of its subsidiaries to terminate such employee’s employment, or uses or discloses any information obtained while the OPTIONEE was employed by the COMPANY or any of its subsidiaries concerning the names and addresses of employees;

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          (E) Without the COMMITTEE’s written consent, which may be withheld for any reason or for no reason, discloses any confidential or proprietary information relating to the business affairs of the COMPANY or any of its subsidiaries;

          (F) Fails to return all property (other than personal property) produced by, received by or otherwise submitted to the OPTIONEE in the course of the OPTIONEE’s employment with the COMPANY or any of its subsidiaries; or

          (G) Engages in conduct the COMMITTEE reasonably concludes would have given rise to termination of the OPTIONEE for cause (as defined in the PLAN) if it had been discovered before the OPTIONEE terminated the OPTIONEE’s employment with the COMPANY or any of its subsidiaries.

     8. Restrictions on Resale or Other Disposition of COMMON SHARES Acquired Upon Exercise of the OPTION.

          (A) The OPTIONEE hereby acknowledges and agrees that none of the COMMON SHARES acquired upon exercise of the OPTION may be sold, transferred, pledged, assigned, alienated, hypothecated or otherwise disposed of by the OPTIONEE to any person other than the COMPANY or a subsidiary of the COMPANY for a period of five years after the date of exercise; provided, however, that this restriction shall not apply in the event of the exercise of the OPTION following the death, Disability or Normal Retirement (as those terms are defined in Section 6 of this AGREEMENT) of the OPTIONEE. In addition, if following the exercise of the OPTION, the OPTIONEE subsequently leaves the employment of the COMPANY and each of its subsidiaries by reason of death, Disability or Normal Retirement, the restrictions of this Section 8 will immediately cease to apply. If following the exercise of the OPTION, the OPTIONEE leaves the employment of the COMPANY and each of its subsidiaries for any reason other than death, Disability or Normal Retirement, and the OPTIONEE desires to sell or otherwise dispose of the COMMON SHARES acquired upon exercise of the OPTION prior to the termination of the five-year restriction period, the OPTIONEE shall submit a written request to the COMPANY to purchase such COMMON SHARES at a purchase price per COMMON SHARE equal to the lesser of the EXERCISE PRICE or the closing price for the COMPANY’s COMMON SHARES as reported on the American Stock Exchange on the date the OPTIONEE’s employment with the COMPANY and each of its subsidiaries terminated.

          (B) The OPTIONEE acknowledges and agrees that the COMPANY shall cause each share certificate evidencing the COMMON SHARES acquired upon exercise of the OPTION to bear an appropriate legend reflecting the terms of this Section 8, which legend may be in the following or any other appropriate form:

     “Restrictions on the right to transfer the common shares evidenced by this certificate (the “Common Shares”) are set forth in a written Stock Option Agreement, dated                                    , to which Park National Corporation (the “Corporation”) and                                                              [name of the OPTIONEE] are parties. The Corporation will mail to the record holder of the

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Common Shares a copy of said Stock Option Agreement, without charge, within five days after receipt of a written request therefor.”

     9. Rights of the OPTIONEE as a Shareholder. The OPTIONEE shall have no rights as a shareholder of the COMPANY with respect to any COMMON SHARES of the COMPANY covered by the OPTION until the date of issuance of a certificate to the OPTIONEE evidencing such COMMON SHARES.

     10. PLAN as Controlling. All terms and conditions of the PLAN applicable to the OPTION which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event that any term or condition of this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed controlling.

     11. Governing Law. To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Ohio.

     12. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of the OPTIONEE enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

     13. Captions. The captions contained in this AGREEMENT are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are in no way to be construed as a part of this AGREEMENT.

     14. Severability. If any provision of this AGREEMENT or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

     15. Number and Gender. When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

     16. Entire Agreement. This AGREEMENT, including the PLAN incorporated herein by reference, constitutes the entire agreement between the COMPANY and the OPTIONEE in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject

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matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of the OPTIONEE, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. No change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

     17. Successors and Assigns of the COMPANY. This AGREEMENT shall inure to the benefit of and be binding upon the successors and assigns (including successive, as well as immediate, successors and assigns) of the COMPANY.

     IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and the OPTIONEE has executed this AGREEMENT, in each case effective as of the GRANT DATE.

COMPANY:

PARK NATIONAL CORPORATION

By:

Printed Name:

Title:

OPTIONEE:

Printed Name of OPTIONEE

Signature of OPTIONEE

Street Address

          City                         State               Zip Code

Telephone Number

Social Security Number

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