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1.	To consider and vote upon a proposal to fix the number of directors of Park at 15 (an increase of three from the current number of 12).

2.	To elect four directors, each to serve for a term of three years to expire at the Annual Meeting of Shareholders to be held in 2016.

3.

If the shareholders approve the proposal to fix the number of directors of Park at 15: (a) to elect one additional director to serve for a term of one year to expire at the Annual Meeting of Shareholders to be held in 2014; (b) to elect one additional director to serve for a term of two years to expire at the Annual Meeting of Shareholders to be held in 2015; and (c) to elect one additional director to serve for a term of three years to expire at the Annual Meeting of Shareholders to be held in 2016.

4.	To conduct an advisory vote on the frequency of future advisory votes on the compensation of Park’s named executive officers.

5.	To consider and vote upon a non-binding advisory resolution to approve the compensation of Park’s named executive officers.

6.	To consider and vote upon a proposal to ratify the appointment of Crowe Horwath LLP as the independent registered public accounting firm of Park for the fiscal year ending December 31, 2013.

7.	To consider and vote upon a proposal to approve the Park National Corporation 2013 Long-Term Incentive Plan.

8.	To transact any other business which properly comes before the Annual Meeting. Park’s Board of Directors is not aware of any other business to come before the Annual Meeting.

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•	by traditional paper proxy card;

•	by submitting voting instructions via the Web site identified on your proxy card;

•	by submitting voting instructions via the Web site identified in the e-mail sent to you if you registered for electronic delivery of proxy materials for the Annual Meeting;

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•	by submitting voting instructions by telephone via the telephone number identified on your proxy card; or

•	in person at the Annual Meeting.

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•	“FOR” the approval of the proposal to fix the number of directors of Park at 15;

•	“FOR” the election as Park directors of the nominees identified below under the heading “ELECTION OF DIRECTORS (Proposals 2 and 3)”;

•	to hold an advisory vote for the approval of the compensation of Park’s named executive officers every “1 YEAR”;

•	“FOR” the non-binding advisory resolution to approve the compensation of Park’s named executive officers as disclosed in this proxy statement;

•	“FOR” the ratification of the appointment of Crowe Horwath LLP as Park’s independent registered public accounting firm for the fiscal year ending December 31, 2013; and

•	“FOR” the approval of the Park National Corporation 2013 Long-Term Incentive Plan (the “2013 Incentive Plan”).

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•	Fixing Number of Directors at 15 (Proposal 1)

•	Election of Directors (Proposals 2 and 3)

•	Determination, in Non-Binding Advisory Vote, of the Frequency of Future Shareholder Advisory Votes on Compensation of Park’s Named Executive Officers (Proposal 4)

•	Approval of the Non-Binding Advisory Resolution to Approve the Compensation of Park’s Named Executive Officers (Proposal 5)

•	Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 6)

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•	Approval of the 2013 Incentive Plan (Proposal 7)

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the relationships (including employment, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships) of (i) each Current Director (and the immediate family members of each Current Director) (ii) each Former Director (and the immediate family members of each Former Director) and (iii) each PNB Only Director (and the immediate family members of each PNB Only Director) with Park and/or any of our subsidiaries (either directly or as a partner, manager, director, trustee, controlling shareholder, officer, employee or member of any organization that has or had any such relationship) since January 1, 2010;

•	the compensation and other payments (including payments made in the ordinary course of providing business services) (i) each Current Director (and the immediate family members of each Current Director), (ii) each Former Director (and the immediate family members of each Former Director) and (iii) each PNB Only Director (and the immediate family members of each PNB Only Director):

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•	has received from or made to Park and/or any of our subsidiaries (either directly or as a partner, manager, director, trustee, controlling shareholder, officer, employee or member of an organization which has received compensation or payments from or made payments to Park and/or any of our subsidiaries) since January 1, 2010; and

•	presently expects to receive from or make to Park and/or any of our subsidiaries (either directly or as a partner, manager, director, trustee, controlling shareholder, officer, employee or member of an organization which expects to receive compensation or payments from or make payments to Park and/or any of our subsidiaries);

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the relationship, if any, between (i) each Current Director (and the immediate family members of each Current Director), (ii) each Former Director (and the immediate family members of each Former Director ) and (iii) each PNB Only Director (and the immediate family members of each PNB Only Director) and the independent registered public accounting firm which has served as the outside auditor for Park and/or any of our subsidiaries since January 1, 2010;

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whether (i) any Current Director (or any of the immediate family members of any Current Director), (ii) any Former Director (or any of the immediate family members of any Former Director) or (iii) any PNB Only Director (or any of the immediate family members of any PNB Only Director) is employed as an executive officer of another entity where, at any time since January 1, 2010, any of Park’s executive officers served or presently serves on the compensation committee of such other entity; and

•	whether (i) any Current Director, (ii) any Former Director or (iii) any PNB Only Director has participated in the preparation of the financial statements of Park or any of our current subsidiaries at any time since January 1, 2010.

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•	whether the candidate has exhibited behavior indicating a commitment to the highest ethical standards;

•	whether the candidate has special skills, expertise and background that would complement the attributes of the existing directors, taking into consideration the diverse communities and geographics in which Park and our subsidiaries operate;

•	whether the candidate has achieved prominence in his or her business, governmental or professional activities, and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that members of the Park Board of Directors are called upon to make;

•	whether the candidate possesses a willingness to challenge management while working constructively as a part of a team in an environment of collegiality and trust; and

•	whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director. Directors are to advise the Chairman of the Board and the Chair of the Nominating Committee in advance of accepting an invitation to serve on another public company board.

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•	the name and address of each proposed nominee;

•	the principal occupation of each proposed nominee;

•	the total number of Park common shares that will be voted for each proposed nominee;

•	the name and residence address of the nominating shareholder; and

•	the number of Park common shares beneficially owned by the nominating shareholder.

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•	The Chief Executive Officer’s day-to-day management and operation of Park and execution of Park’s strategy provides the Chief Executive Officer with a comprehensive understanding of Park’s performance and strategic priorities, which is crucial for leading discussions by the Board of Directors and executing strategy.

•	The combined role of Chief Executive Officer and Chairman of the Board, supplemented by the Lead Director position, promotes strategy development and execution and facilitates the flow of information between management and the Board of Directors, which are essential to effective corporate governance.

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Taken together, the Lead Director position and the combined Chief Executive Officer/Chairman of the Board positions foster clear accountability, effective decision-making and alignment on corporate strategy. The Chairman of the Board and the Lead Director confer on the calendar and agendas for the meetings of the Board of Directors and the Lead Director chairs the executive session of each Board meeting, reporting the results of those executive sessions to the Chairman of the Board. The Lead Director also has the authority to call meetings of the independent directors.

•	Leon Zazworsky, in his capacity as the Lead Director, serves as liaison between the Chairman of the Board and the independent directors. As discussed in his biographical information on page 17 of this proxy statement, Mr. Zazworsky has decades of

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Park’s corporate governance practices – which provide for strong independent leadership, independent discussion among directors and independent evaluation of, and candid communication with, many members of senior management – achieve independent oversight of management accountability, which is the goal that many seek to achieve by separating the roles of Chairman of the Board and Chief Executive Officer.

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•	overseeing the accounting and financial reporting processes of Park and our subsidiaries;

•	overseeing the audits of the consolidated financial statements of Park;

•	appointing, compensating and overseeing the work of the independent registered public accounting firm engaged by Park for the purpose of preparing or issuing an audit report or performing related work for Park or any of our subsidiaries;

•	determining hiring policies for employees or former employees of Park’s independent registered public accounting firm;

•	appointing and determining the compensation for the Chief Auditor (the Head of the Internal Audit Department), reviewing and approving the Internal Audit Department budget, determining the compensation for all of the staff auditors, reviewing and approving the Internal Audit Procedures Manual and overseeing the work of the Internal Audit Department;

•	instituting procedures for the receipt, retention and treatment of complaints received by Park regarding accounting, internal accounting controls or auditing matters, which procedures are outlined in Park’s Code of Business Conduct and Ethics;

•	reviewing and, when appropriate, approving transactions with Park and/or any of our subsidiaries in which a director or executive officer of Park, or any member of his or her immediate family, has a direct or indirect interest;

•	reviewing all significant regulatory examination findings requiring corrective action; and

•	assisting the Board of Directors in the oversight of:

•	the integrity of Park’s consolidated financial statements and the effectiveness of Park’s internal control over financial reporting;

•	the performance of Park’s independent registered public accounting firm and Park’s Internal Audit Department;

•	the independent registered public accounting firm’s qualifications and independence; and

•	the legal compliance and ethics programs established by Park’s management and the full Board of Directors, including the Code of Business Conduct and Ethics.

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•	Discuss, evaluate and review all “SEO Compensation Plans” (as defined in the Interim Final Rule) with Park’s chief risk officer to ensure that the SEO Compensation Plans do not encourage the “Senior Executive Officers” (as defined in the Interim Final Rule) to take unnecessary and excessive risks that could threaten Park’s value.

•	Discuss, evaluate and review all “Employee Compensation Plans” (as defined in the Interim Final Rule) with Park’s chief risk officer in light of the risks (including the short-term and long-term risks) posed to Park by such Employee Compensation Plans and how to limit such risks.

•	Discuss, evaluate and review all Employee Compensation Plans and identify and eliminate features in the Employee Compensation Plans that could encourage the manipulation of reported earnings to enhance the compensation of any employee.

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•	reviewing with Park’s management and approving the general compensation policy for the executive officers of Park and those other employees of Park and our subsidiaries whom the full Board of Directors directs;

•	evaluating the performance of Park’s executive officers in light of goals and objectives approved by the Compensation Committee and determining those executive officers’ compensation based on that evaluation;

•	administering Park’s equity-based plans and any other plans requiring Compensation Committee administration and approving awards as required to comply with applicable laws, rules and regulations;

•	overseeing the preparation of the compensation discussion and analysis and recommending to the full Board of Directors the inclusion of such compensation discussion and analysis in the annual proxy statement of Park in accordance with applicable NYSE MKT Rules and applicable SEC rules;

•	recommending to the Board of Directors the compensation for directors;

•	reviewing and making recommendations to the full Board of Directors with respect to incentive compensation plans and equity-based plans in accordance with applicable laws, rules and regulations;

•	reviewing and approving any compensation-related matters to be considered by the shareholders at the annual meeting of shareholders and recommending any actions to be taken by the full Board of Directors with respect to those proposals;

•	reviewing and making recommendations to the full Board of Directors regarding the frequency with which Park should submit to the shareholders an advisory vote on the compensation of Park’s named executive officers;

•	reviewing the results of any shareholder advisory vote on the compensation of Park’s named executive officers and evaluating the executive compensation policies and practices of Park and our subsidiaries in light of such advisory vote;

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•	annually reviewing the risks that arise from the compensation policies and practices of Park and our subsidiaries and determining whether such risks are reasonably likely to have a material adverse effect on Park;

•	reviewing and assessing the independence of the Compensation Committee’s compensation consultants, legal counsel and other advisers, in accordance with applicable NYSE MKT Rules and applicable SEC rules; and

•	reviewing and evaluating any conflict of interest raised by the work performed by any compensation consultant for the Compensation Committee or Park and/or our subsidiaries and recommending any actions to be taken by Park and/or our subsidiaries.

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•	C. Daniel DeLawder, Chairman of the Board and Chief Executive Officer (the “Chairman/CEO”)

•	David L. Trautman, President

•	Brady T. Burt, Chief Financial Officer (the “current CFO”) beginning December 19, 2012

•	John W. Kozak, Chief Financial Officer (the “former CFO”) through December 19, 2012

•	By most measures, Park’s performance in 2012 continued to exceed the median results of all other bank holding companies in the United States with assets of $3 billion to $10 billion. There are 113 bank holding companies in this peer group (the “$3 billion to $10 billion Peer Group”), a list of which is included as Appendix A to this proxy statement.

•	Strategically, Park completed the sale of the Vision Bank business to focus its full attention and resources on its community bank divisions and financial services operations in Ohio and one county in Northern Kentucky. In addition, on April 25, 2012, Park repurchased all of the 100,000 Series A Preferred Shares it sold to the U.S. Treasury as part of Park’s participation

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Base salaries for the Chairman/CEO, the President and the former CFO were not changed for 2012 and have not changed in the past three fiscal years. Total cash compensation for the Chairman/CEO and the President was reduced in 2007 and remained at the 2007 level through 2011. The Compensation Committee decided to leave salaries unchanged for 2013 for the Chairman/CEO and the President as the Compensation Committee continues to evaluate the structure of Park’s executive compensation program, following the lifting of the limitations which applied during Park’s participation in TARP. The base salary for Mr. Burt, Park’s current CFO, was increased effective January 1, 2013, commensurate with the responsibilities he assumed on December 19, 2012.

•	Modest annual incentive compensation awards amounting to roughly 20% to 25% of base salary were paid to the Chairman/CEO, the President and the current CFO for the period during 2012 following Park’s exit from the TARP Capital Purchase Program.

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The payment of annual incentive compensation awards to the Chairman/CEO and the President, as noted in the Summary Compensation Table for 2012, resulted in an increase in their total annual cash compensation in 2012 from levels that had not changed for each of the prior five years (2007 to 2011). However, Park’s cash compensation levels for NEOs only approximated median cash compensation levels of similarly-situated executive officers at bank holding companies in the $3 billion to $10 billion Peer Group despite return on average common equity results for Park that continued to exceed the median results of this peer group in 2012.

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In order to comply with the limitations on executive compensation imposed by the Interim Final Rule through April 25, 2012, Park did not offer NEOs long-term equity-based incentive compensation awards in 2012. Consistent with Park’s recent practices, Park did not grant executive officers (or any other employees) equity awards under Park’s 2005 Incentive Stock Option Plan, its only equity-based compensation plan in which employees, including NEOs, are eligible to participate. At the 2013 Annual Meeting, Park’s shareholders are being asked to approve the 2013 Long-Term Incentive Plan which would increase Park’s flexibility to grant awards other than options with the intention of building ownership of Park common shares among key associates in the Park organization and increasing their alignment with the long-term interests of Park’s shareholders.

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NEOs receive the same fringe benefits as other employees, except that Park maintains a supplemental executive retirement plan (“SERP”) and entered into an individual SERP agreement with each of Messrs. DeLawder, Trautman and Kozak. The SERP agreement with Mr. Kozak terminated upon his retirement effective December 19, 2012. The individual SERP agreements make up for regulatory limits that apply to Park’s Defined Benefit Pension Plan (the “Park Pension Plan”) and the Park KSOP, and are intended to provide total retirement benefits (in terms of income replacement) for NEOs that are similar to those available to other employees in the Park organization with similar service. As a result, Park’s NEOs do not receive benefits that are greater than those they would have otherwise received under Park’s retirement plans if the regulatory limits were not in place.

•	Park provides a modest annual car allowance of $8,940 to the Chairman/CEO and the President, which serves a legitimate business need.

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•	Park does not offer employment contracts, change-in-control agreements or termination benefits to NEOs, in contrast to practices which are fairly common among other bank holding companies of Park’s size.

•	Attracts, rewards and retains NEOs and other highly-qualified employees.

•	Motivates NEOs as well as other employees to achieve Park’s annual, long-term and strategic goals.

•	Rewards individual effort and performance with the primary objective of improving return on average common equity and aligning pay levels of the NEOs relative to their peers with Park’s results versus its peer bank holding companies.

•	Encourages ownership of Park common shares by NEOs and other executives within the Park organization to foster an ownership culture.

•	Compensation Committee

•	Senior Management

•	Outside Advisors

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•	Park’s continued strong financial performance in 2012.

•	Park’s performance in comparison to both the $3 billion to $10 billion Peer Group and the Midwest Regional Peer Group.

•	The executive compensation limitations imposed by the Interim Final Rule as they applied to Park through April 25, 2012.

•	Pay practices of Park’s Midwest Regional Peer Group and those of other bank holding companies that have recently exited TARP.

•	Park’s net income for 2012 was $78.6 million, a 4.3% decline from $82.1 million for 2011.

•	Excluding the gain from the sale of the Vision Bank business in 2012 and gains on the sale of investment securities in 2011, net income for 2012 would have been $64.2 million, a 1.3% increase from $63.4 million in 2011.

•	Park’s return on average assets increased slightly to 1.11% for 2012 from 1.06% for 2011.

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•	Park’s return on average common equity was 11.41% for 2012 versus 11.81% for 2011.

•	Park dramatically reduced nonperforming assets from September 30, 2011 to December 31, 2012.

•	Park sustained the level of dividends paid on outstanding common shares during the previous five years while many of Park’s peers curtailed or eliminated dividends.

•	Total shareholders’ return for 2012 equaled 5%.

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Prohibited Park from paying or accruing any bonus, retention award or incentive compensation to or on behalf of the NEOs, except in limited circumstances. Park eliminated annual incentive compensation for NEOs in 2010, which historically had constituted the largest part of the NEOs’ compensation. It continued this practice in 2011 and into 2012. Incentive compensation awards paid to NEOs in 2012 were discretionary awards based on the Committee’s evaluation of their individual performance for the period following Park’s exit from TARP through December 31, 2012. Mr. Burt was not subject to these limitations since he did not become CFO and an NEO until December 19, 2012.

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•	Prohibited Park from paying any “golden parachute compensation” or providing tax gross-ups to the NEOs and other select employees. Park historically has never offered these types of arrangements to its NEOs.

•	Prohibited the NEOs and certain other employees from receiving the benefit of certain “excessive or luxury expenditures”. Historically, Park has not offered these types of benefits to its NEOs.

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Required Park to disclose the amount, nature and justification for offering to certain employees any perquisite with an aggregate value in excess of $25,000. The Chairman/CEO and the President each receive a car allowance of $745 per month, unchanged since 2008. These benefits are not excessive relative to the perquisites provided by other bank holding companies of similar size and provide these two key executives with the funds to purchase a car intended primarily to be used for business purposes, such as visiting Park National Bank’s divisions and meeting key customers. The aggregate value of this car allowance was $8,940 for each in 2012.

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Required Park to establish a policy to recover (or “clawback”) bonuses or incentive compensation paid to the NEOs and other employees on the basis of materially inaccurate financial statements or materially inaccurate performance metric criteria. Each NEO entered into a letter agreement with Park incorporating the clawback policies required by the Interim Final Rule. In addition, under the terms of the respective plans, Park can recover SERP benefits and common shares received upon the exercise of incentive stock options in the event of an NEO’s malfeasance.

•	Prohibited Park from maintaining any compensation plan that creates incentives to manipulate Park’s reported earnings to enhance the compensation of any employee. The Compensation Committee has discussed, reviewed and evaluated each compensation plan with Park’s chief risk officer. The Compensation Committee and the chief risk officer concluded that these plans do not create such incentives.

•	Limited features in compensation plans that encourage management to take excessive and unnecessary risks that threaten the value of Park. The Compensation Committee has discussed, reviewed and evaluated all compensation plans with Park’s chief risk officer and concluded that these plans do not encourage excessive and unnecessary risk taking.

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•	Base salary, which rewards an executive’s skills, competencies, experience and individual performance. Base salary can vary based on the achievement of individual goals, the executive’s duties and Park’s overall performance. Park’s performance is particularly relevant because it influences Park’s ability to pay or increase base salaries.

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Discretionary incentive compensation awards to Messrs. DeLawder and Trautman and other employees subject to the limitations on the payment or accrual of incentive compensation imposed by the Interim Final Rule, recognize their respective contributions to Park’s annual success in achieving pre-established goals, including their efforts in completing the sale of the Vision Bank business and their roles in repurchasing the Series A Preferred Shares thereby ending Park’s participation in TARP. Normally, Park would award incentive compensation based on the achievement of quantifiable performance objectives like return on average common equity. As such form of incentive compensation was prohibited from being paid or accrued through April 25, 2012 under the Interim Final Rule, the Compensation Committee believed discretionary incentive compensation awards represent a fair and reasonable way to recognize senior management’s performance for the period of 2012 that was not subject to the prohibitions of the Interim Final Rule.

•	Other benefits which address basic life and income security needs as well as recognize an individual’s contributions to Park and our subsidiaries over such individual’s career. For NEOs, these benefits are comparable with those received by other employees, except for participation in the SERP and the receipt of an annual car allowance by the Chairman/CEO and the President.

•	The executive compensation limitations imposed by the Interim Final Rule.

•	The structure of the compensation programs of other bank holding companies subject to the executive compensation limitations imposed by Interim Final Rule, which consisted of base

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•	The inability of Park to grant “salary stock” or restricted stock under its existing equity-based compensation plan.

•	Park’s return on average common equity in 2012, which continued to represent one of the highest levels among the bank holding companies in the Midwest Regional Peer Group.

•	Park’s exit from TARP and the removal of the ban on annual incentive compensation awards by the Interim Final Rule.

•	Practices of other regional and national bank holding companies regarding the awarding of annual incentive compensation in the year they exited TARP.

•	Park’s return on average common equity for 2012 relative to the levels of the bank holding companies in the Midwest Regional Peer Group and the $3 billion to $10 billion peer group.

•	Park’s overall performance for the 2012 fiscal year.

•	Compensation levels of the NEOs relative to those of similarly-situated executive officers at the bank holding companies in the Midwest Regional Peer Group.

•	The sale of the Vision Bank business.

•	The level of annual incentive compensation payments to be made to employees of Park’s subsidiaries not covered by the Interim Final Rule.

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The NEOs may participate in the Park Pension Plan on the same terms and conditions as other employees. The Park Pension Plan provides all participants, including the NEOs, a benefit based on the same formula of years of service and pay. The Park Pension Plan is discussed under the caption “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan” beginning on page 64.

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The NEOs and other employees are eligible to participate in the Park KSOP. Under the Park KSOP, eligible employees can defer a portion of their cash compensation (base salary and bonus/annual incentive compensation) and receive matching contributions by Park. Park’s matching contributions in 2012 were 25% on the first 12% of cash compensation contributed by an employee, up to annual limits imposed under the Internal Revenue Code and U.S. Treasury regulations, in order to balance the cost of the Park KSOP with a desire to encourage employees to save for retirement. While Park’s contributions are made in the form of Park common shares to help build stock ownership, participants have the ability to diversify their accounts into other investments, including mutual funds and a “bank savings account” held at Park National Bank.

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The NEOs, with the exception of Mr. Burt, have the opportunity to receive benefits under the SERP, which is a nonqualified deferred compensation plan that permits the NEOs to accumulate retirement income in excess of the limitations imposed by the Park Pension Plan and the Park KSOP. The SERP allows the NEOs to accrue retirement benefits as a percent of compensation comparable to other employees which is not possible under the Park Pension Plan and the Park KSOP solely because the NEOs receive relatively higher compensation.

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Accounting: As a participant in TARP, Park was prohibited from claiming an income tax deduction for any compensation to an NEO that exceeded $500,000. Since Park is no longer a TARP participant, Park is subject to the general prohibition under Section 162(m) of the Internal Revenue Code on taking a federal income tax deduction for consideration paid in excess of $1,000,000 in any taxable year to Park’s executive officers (other than the Chief Financial Officer). Section 162(m) exempts qualified performance-based compensation, among other things, from this deductibility limitation. Park does not have a policy that requires all compensation paid to its NEOs in a fiscal year, including 2012, to be tax deductible. While the Compensation Committee carefully considers the net cost and value to Park of maintaining the deductibility of all compensation, it also desires the flexibility to reward NEOs and other executives in a manner that enhances Park’s ability to attract and retain individuals as well as to create longer term value for shareholders. Thus, income tax deductibility is only one of several factors the Compensation Committee considers in making decisions regarding Park’s compensation program. Moreover, the Compensation Committee believes the incremental cost of any lost deduction will be relatively modest.

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Clawbacks: Park has several policies to recover compensation or benefits in certain events. As discussed above, Park can recover SERP payments received by an NEO if Park determines that the NEO could have been terminated for cause prior to the receipt of benefits. In addition, Park can recover any common shares received upon exercise of an option six months before or five years after an NEO’s (or any other employee’s) termination of employment and the violation of certain provisions (e.g., works for a competitor, engages in activity that causes substantial harm, solicits employees, discloses confidential information or engages in conduct that would have given rise to termination if it had been discovered prior to the executive’s termination). These policies provide Park with additional protections and help mitigate the possibility of the NEOs taking unwarranted risks. In addition, Park entered into a letter agreement with each NEO incorporating the clawback policies required of TARP participants.

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•	Hedging: Park’s Insider Trading Policy prohibits NEOs and other employees from hedging the economic risk associated with their ownership of Park common shares.

•	Allow executive officers and other key employees (“awardees”) the opportunity to earn common shares based on Park’s performance over a three-year period.

•	Bases the number of common shares earned on Park’s average return on total average assets during the three-year period relative to the average return on total average assets during the same period for bank holding companies in the $3 billion to $10 billion Peer Group.

•	Provides that if Park’s performance is equal to the median of the $3 billion to $10 billion Peer Group, awardees will earn a target number of Park common shares. Performance above or below the median of that peer group would commensurately increase or decrease the common shares earned by awardees.

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•	Common shares earned based on Park’s relative average return on total average assets will be subject to an additional time-based vesting requirement so that awardees must remain employed by Park or one of our subsidiaries for the two years following the three-year performance cycle.

•	Prohibits awardees from selling the common shares earned until five years after they are vested (or the tenth anniversary of the start of the related three-year performance period).

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Reviewed with Park’s chief risk officer the SEO Compensation Plans (each as defined in the regulations and guidance established under Section 111 of EESA) and has made all reasonable efforts to ensure that these plans do not encourage Senior Executive Officers (as defined in the regulations and guidance established under Section 111 of EESA) to take unnecessary and excessive risks that threaten the value of Park.

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•	Reviewed with Park’s chief risk officer the Employee Compensation Plans (as defined in the regulations and guidance established under Section 111 of EESA) and has made all reasonable efforts to limit any unnecessary risks these plans pose to Park.

•	Reviewed the Employee Compensation Plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of Park to enhance the compensation of any employee.

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•	$4,684, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

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•	$4,250, representing the contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2012 pre-tax elective deferral contributions;

•	$4,355, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split‑dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2012 fiscal year); and

•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. DeLawder during the 2012 fiscal year.

•	$4,302, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

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$3,617, representing the final contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2011 pre-tax elective deferral contributions (of the $4,125 matching contribution which had been reported in the Summary Compensation Table for 2011 included in Park’s 2012 Proxy Statement, $508 was forfeited in 2012 in conjunction with the partial refund of Mr. DeLawder’s 2011 pre-tax elective deferral contributions);

•	$3,721, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2011 fiscal year); and

•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. DeLawder during the 2011 fiscal year.

•	$3,881, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

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$3,597, representing the final contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2010 pre-tax elective deferral contributions (of the $4,125 matching contribution which had been reported in the Summary Compensation Table for 2010 included in Park’s 2011 Proxy Statement, $528 was forfeited in 2011 in conjunction with the partial refund of Mr. DeLawder’s 2010 pre-tax elective deferral contributions);

•	$3,343, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2010 fiscal year); and

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•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. DeLawder during the 2010 fiscal year.

•	$1,042, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split‑dollar life insurance policy maintained on his behalf by Park National Bank;

•	$4,125, representing the contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2012 pre-tax elective deferral contributions;

•	$1,007, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split‑dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2012 fiscal year); and

•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. Trautman during the 2012 fiscal year.

•	$928, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

•

$3,617, representing the final contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2011 pre-tax elective deferral contributions (of the $4,125 matching contribution which had been reported in the Summary Compensation Table for 2011 included in Park’s 2012 Proxy Statement, $508 was forfeited in 2012 in conjunction with the partial refund of Mr. Trautman’s 2011 pre-tax elective deferral contributions);

•	$939, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2011 fiscal year); and

•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. Trautman during the 2011 fiscal year.

•	$851, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

•	$480, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2010 fiscal year); and

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•	$8,940, representing the aggregate amount of the $745 monthly automobile allowance received by Mr. Trautman during the 2010 fiscal year.

•	$169, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt under the split‑dollar life insurance policy maintained on his behalf by Park National Bank;

•	$4,250, representing the contribution to the Park KSOP on Mr. Burt’s behalf to match his 2012 pre-tax elective deferral contributions; and

•	$15,000, representing a one-time bonus payment to Mr. Burt in recognition of his contributions in the course of consummating the sale of the Vision Bank business.

•	$1,201, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split‑dollar life insurance policy maintained on his behalf by Park National Bank;

•	$4,250, representing the contribution to the Park KSOP on Mr. Kozak’s behalf to match his 2012 pre‑tax elective deferral contributions;

•	$52, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split‑dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2012 fiscal year; and

•	$51,011, representing payment for accrued and unused vacation.

•	$1,098, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

•

$3,617, representing the final contribution to the Park KSOP on Mr. Kozak’s behalf to match his 2011 pre-tax elective deferral contributions (of the $4,125 matching contribution which had been reported in the Summary Compensation Table for 2011 included in Park’s 2012 Proxy Statement, $508 was forfeited in 2012 in conjunction with the partial refund of Mr. Kozak’s 2011 pre-tax elective deferral contributions); and

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•	$46, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2011 fiscal year).

•	$1,012, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split-dollar life insurance policy maintained on his behalf by Park National Bank;

•

$3,597, representing the final contribution to the Park KSOP on Mr. Kozak’s behalf to match his 2010 pre-tax elective deferral contributions (of the $4,125 matching contribution which had been reported in the Summary Compensation Table for 2010 included in Park’s 2011 Proxy Statement, $528 was forfeited in 2011 in conjunction with the partial refund of Mr. Kozak’s 2010 pre-tax elective deferral contributions); and

•	$40, representing the amount of the premium deemed to have been paid on behalf of Mr. Kozak under the split-dollar life insurance policy which funds his account under the SERP (and his SERP Agreement as in effect during the 2010 fiscal year).

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•	29% of the average monthly compensation of the employee reduced for expected years of service at normal retirement less than 25; or

•	29% of the average monthly compensation plus 16% of the average monthly compensation in excess of one-twelfth of covered compensation reduced for expected years of service at normal retirement less than 35.

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•	a benefit to be paid during the employee’s lifetime with one-half of the benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit to be paid during the employee’s lifetime with three-fourths of the benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit to be paid during the employee’s lifetime with a percentage of the benefit or the same benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit payable in equal installments during the employee’s lifetime;

•	a benefit to be paid for 120 months certain and thereafter for life; or

•	an unlimited lump-sum settlement for retirees and a lump-sum settlement under $5,000 for vested employees who have not yet retained retirement age.

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•	the balance of the NEO’s account under the Park KSOP;

•	unused vacation pay; and

•	amounts accrued and vested under the Park Pension Plan paid in accordance with the terms of the Park Pension Plan, as discussed in more detail beginning on page 64 under the heading “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan.”

•	the supplemental executive retirement benefits discussed on page 67 under the heading “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Supplemental Executive Retirement Benefits”; and

•	continued coverage under the split-dollar life insurance policy maintained on his behalf by Park National Bank, as discussed in more detail beginning on page 53 under the heading “Compensation Discussion and Analysis – Elements of Compensation for 2012 – Other Benefits”.

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•	benefits under Park’s disability insurance plan; and

•	his share of the proceeds under the split-dollar life insurance policy maintained on his behalf by Park National Bank, as discussed in more detail beginning on page 53 under the heading “Compensation Discussion and Analysis – Elements of Compensation for 2012 – Other Benefits”.

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•	reviewed the work performed by Park’s Internal Audit Department;

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monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and other applicable regulatory requirements, reviewed a report from management and Park’s Internal Audit Department regarding the design, operation and effectiveness of internal control over financial reporting, and reviewed an audit report from Crowe Horwath regarding Park’s internal control over financial reporting;

•	reviewed the audit plan and scope of the audit with Crowe Horwath and discussed with Crowe Horwath the matters required to be discussed by auditing standards generally accepted in the United States, including those described in Statement on Auditing Standards No. 61, as amended;

•	reviewed and discussed with management and Crowe Horwath the consolidated financial statements of Park for the 2012 fiscal year;

•	reviewed management’s representations that those consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and fairly present the consolidated results of operations and financial position of Park and Park’s subsidiaries;

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•	received the written disclosures and the letter from Crowe Horwath required by applicable requirements of the Public Company Accounting Oversight Board regarding Crowe Horwath’s communications with the Audit Committee concerning independence, and discussed with Crowe Horwath that firm’s independence;

•	reviewed all audit and non-audit services performed for Park and Park’s subsidiaries by Crowe Horwath and considered whether the provision of non-audit services was compatible with maintaining that firm’s independence from Park and Park’s subsidiaries; and

•	discussed with management and Park’s Internal Audit Department Park’s systems to monitor and manage business risk, and Park’s legal and ethical compliance programs.

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•	Incentive Stock Options;

•	Nonqualified Stock Options (together with the Incentive Stock Options, the “Options”);

•	Stock appreciation rights (“SARs”);

•	Restricted common shares (“Restricted Stock”);

•	Restricted Stock Awards that may be settled in common shares, cash or a combination of the two (“Restricted Stock Units”);

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•	Unrestricted common shares (“Other Stock-Based Awards”); and

•	Cash-Based Awards.

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•	common shares covered by an Award that expires or is forfeited, canceled, surrendered or otherwise terminated without the issuance of such common shares;

•	common shares covered by an Award that, by its terms, may be settled only in cash;

•	common shares granted through the assumption of, or in substitution for, outstanding awards granted by another entity to individuals who become Employees or Non-Employee Directors as the result of a merger, consolidation, acquisition or other corporate transaction involving such other entity and Park or any of Park’s subsidiaries; and

•	common shares from Awards exercised for or settled in vested and nonforfeitable common shares that are later returned to Park pursuant to any compensation recoupment policy, provision or agreement.

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•	return on average assets;

•	net income;

•	earnings per share;

•	return on average equity or return on average common equity;

•	tangible common equity or return on tangible common equity;

•	economic value added;

•	efficiency ratio;

•	non-interest income growth;

•	total shareholder return;

•	productivity ratios;

•	interest income; and

•	pre-tax, pre-provision earnings.

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the members of the Park Board of Directors on the effective date of the 2013 Incentive Plan (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the members of the Board; provided, however, that any individual becoming a director after the effective date of the 2013 Incentive Plan whose election, or nomination for election by Park’s shareholders, was approved by a vote of at least a majority of the then Incumbent Directors will also be treated as an Incumbent Director, but excluding any individual whose initial assumption of office occurs as a result of a proxy contest or any agreement arising out of an actual or threatened proxy contest;

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the acquisition by any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than Park, any subsidiary of Park or any employee benefit plan (or related trust) sponsored or maintained by Park or any subsidiary of Park, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the then outstanding voting securities of Park entitled to vote generally in the election of directors of Park; provided, however, that the provisions of this paragraph will not include the acquisition of voting securities by any entity or person with respect to which the acquirer has filed SEC Schedule 13G (or any successor form or filing) indicating that the voting securities were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, Park’s management or policies, unless and until that entity or person indicates that its intent has changed by filing SEC Schedule 13D (or any successor form or filing);

•

the consummation of a merger, consolidation or other business combination of Park with or into another entity, or the acquisition by Park of assets, shares or equity interests of another entity, as a result of which the shareholders of Park immediately prior to such merger, consolidation, other business combination or acquisition do not immediately thereafter beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such merger, consolidation or other business combination of Park;

•	the sale or other disposition of all or substantially all of the assets of Park;

•	the sale or other disposition of all or substantially all of the assets of Park National Bank or the change in the ownership or effective control of Park National Bank; or

•	the liquidation or dissolution of Park.

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(a)

the members of the Board on the effective date of this Plan (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the members of the Board; provided, however, that any individual becoming a director after the effective date of this Plan whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the then Incumbent Directors shall also be treated as an Incumbent Director, but excluding any individual whose initial assumption of office occurs as a result of a proxy contest or any agreement arising out of an actual or threatened proxy contest;

(b)

the acquisition by any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Act), other than the Company, any Affiliate or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act), directly or indirectly, of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company; provided, however, that the provisions of this paragraph (b) shall not include the acquisition of voting securities by any entity or person with respect to which the acquirer has filed SEC Schedule 13G (or any successor form or filing) indicating that the voting securities were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, the Company’s management or policies, unless and until that entity or person indicates that its intent has changed by filing SEC Schedule 13D (or any successor form or filing);

(c)

the consummation of a merger, consolidation or other business combination of the Company with or into another entity, or the acquisition by the Company of assets, shares or equity interests of another entity, as a result of which the shareholders of the Company immediately prior to such merger, consolidation, other business combination or acquisition do not immediately thereafter beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such merger, consolidation or other business combination of the Company;

(d)	the sale or other disposition of all or substantially all of the assets of the Company;

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(e)	the sale or other disposition of all or substantially all of the assets of The Park National Bank or the change in the ownership or effective control of The Park National Bank; or

(f)	the liquidation or dissolution of the Company.

(a)	with respect to an Incentive Stock Option, “disability” as defined in Section 22(e)(3) of the Code;

(b)

with respect to the payment, exercise or settlement of any Award that is (or becomes) subject to Section 409A of the Code (and for which no exception applies): (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Participant is, by reason of any medically determinable

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(c)

with respect to a Participant’s right to exercise or receive settlement of any Award or with respect to the payment, exercise or settlement of any Award not described in subsections (a) or (b) above, a Participant’s inability (established by an independent physician selected by the Committee and reasonably acceptable to the Participant or to the Participant’s legal representative) due to illness, accident or otherwise to perform his or her duties, which is expected to be permanent or for an indefinite duration longer than 12 months.

(a)	If the Common Shares are traded on an exchange, the reported “closing price” on the relevant date if it is a trading day, otherwise on the immediately preceding trading day;

(b)	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 immediately preceding trading day; or

(c)

If neither (a) nor (b) applies, (i) with respect to Options, Stock Appreciation Rights and any Award that is subject to Section 409A of the Code, the value as determined by the Committee through reasonable application of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

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(a)	The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(b)

The aggregate Fair Market Value of the Common Shares (determined as of the date of grant) with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and any Affiliate) may not be greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code. Options in excess of the limit shall be treated as Nonqualified Stock Options.

(c)

No Incentive Stock Option shall be granted to any Participant who, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Affiliate, unless (i) the exercise price of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market Value of a Common Share on the date the Incentive Stock Option is granted and (ii) the date on which such Incentive Stock Option will expire is not later than five years from the date the Incentive Stock Option is granted.

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(a)

In General. The Committee shall impose such other terms, conditions or restrictions on any shares of Restricted Stock as the Committee may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each share of Restricted Stock, restrictions based on the achievement of specific performance goals (which may be based on one or more of the Performance Criteria), time-based restrictions, holding requirements or sale restrictions placed on the underlying Common Shares by the Company upon vesting of such Restricted Stock.

(b)	Retention of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing shares of Restricted Stock in the Company’s possession until such time as all terms, conditions and restrictions applicable to such shares of Restricted Stock have been satisfied or lapse.

(c)	Lapse of Restrictions. Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on shares of Restricted Stock shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions.

(a)	Non-Transferability. The shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; and

(b)	Voting of Restricted Stock. Unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise in full any voting rights associated with such shares of Restricted Stock.

(c)

Treatment of Dividends. The Participant shall be entitled to all dividends and other distributions paid with respect to such shares of Restricted Stock during the restricted period; provided, however, that receipt of any such dividends or other distributions will be subject to the same terms and conditions as the shares of Restricted Stock with respect to which they are paid. This means that cash dividends and dividends paid in Common Shares will be retained by the Company and subject to the same risk of forfeiture as the shares of Restricted Stock with respect to which the cash or Common Share dividends are paid until the underlying restrictions lapse. Nothing in the foregoing shall be construed as permitting dividends with respect to any unearned Performance-Based Award.

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(a)	return on average assets;

(b)	net income;

(c)	earnings per share;

(d)	return on average equity or return on average common equity;

(e)	tangible common equity or return on tangible common equity;

(f)	economic value added;

(g)	efficiency ratio;

(h)	non-interest income growth;

(i)	total shareholder return;

(j)	productivity ratios;

(k)	interest income; and

(l)	pre-tax, pre-provision earnings.

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(a)

The Company or an Affiliate, as applicable, shall have the power and the right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to an Award granted under this Plan. This amount may, as determined by the Committee in its sole discretion, be (i) withheld from other amounts due to the Participant, (ii) withheld from the value of any Award being settled or any Common Shares being transferred in connection with the exercise or settlement of an Award, (iii) withheld from the vested portion of any Award (including the Common Shares transferable thereunder), whether or not being exercised or settled at the time the taxable event arises, or (iv) collected directly from the Participant.

(b)

Subject to the approval of the Committee, a Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company or an Affiliate, as applicable, withhold Common Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction; provided that such Common Shares would otherwise be distributable to the Participant at the time of the withholding and if such Common Shares are not otherwise distributable at the time of the withholding, provided that the Participant has a vested right to distribution of such Common Shares at such time. All such

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(a)	Awards granted pursuant to this Plan that are subject to Section 409A of the Code, or that are subject to Section 409A of the Code but for which an exception applies, are intended to comply with or be exempt from Section 409A of the Code and the Treasury Regulations promulgated thereunder, and this Plan shall be interpreted, administered and operated accordingly.

(b)	If a Participant is determined to be a “specified employee” (within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees), the Participant shall not be entitled to payment or to distribution of any portion of an Award that is subject to Section 409A of the Code (and for which no exception applies) and is payable or

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(c)	Nothing in this Plan shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Company, its Affiliates, the Board or the Committee shall have any liability with respect to any failure to comply with the requirements of Section 409A of the Code.

17.1

In General. The effective date of this Plan is the date it is approved by the Company’s shareholders. No Incentive Stock Options shall be granted under this Plan more than ten years after the date the Board takes all necessary action to adopt the Plan and no other Awards shall be granted under this Plan after the tenth anniversary of the effective date of this Plan or, if earlier, the date this Plan is terminated. Notwithstanding the foregoing, the termination of this Plan shall not preclude the Company from complying with the terms of Awards outstanding on the date this Plan terminates.

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