<PAGE>

                                                                    EXHIBIT 10.2

                     SUMMARY OF INCENTIVE COMPENSATION PLAN
                          OF PARK NATIONAL CORPORATION

      The Compensation Committee of the Board of Directors of Park National
Corporation ("Park") administers Park's incentive compensation plan which
enables the officers of The Park National Bank (the Park National Division, the
Fairfield National Division, the Consolidated Computer Center Division and the
First Clermont Division), The Richland Trust Company, Century National Bank, The
First-Knox National Bank of Mount Vernon (the First-Knox National Division and
the Farmers and Savings Division), Second National Bank, United Bank, N.A., The
Security National Bank and Trust Co. (the Security National Division and the
Unity National Division), The Citizens National Bank of Urbana, Scope Leasing,
Inc. and Guardian Financial Services Company (collectively, "Park's Principal
Subsidiaries") to share in any above-average return on equity (net income
divided by average equity) which Park and its subsidiaries on a consolidated
basis may generate during a fiscal year. During the fiscal year ended December
31, 2005 (the "2005 fiscal year"), all officers of Park's Principal
Subsidiaries, including C. Daniel DeLawder (who served as Chairman of the Board
and Chief Executive Officer of Park and Park National Bank during the 2005
fiscal year and continues to so serve), David L. Trautman (who served as
President and Secretary of Park and as President of Park National Bank during
the 2005 fiscal year and continues to so serve), and John W. Kozak (who served
as Chief Financial Officer of Park and as Senior Vice President and Chief
Financial Officer of Park National Bank during the 2005 fiscal year and
continues to so serve) were eligible to participate in the incentive
compensation plan. For the fiscal year ending December 31, 2006 (the "2006
fiscal year"), all officers of Park's Principal Subsidiaries (including Messrs.
DeLawder, Trautman and Kozak) will also be eligible to participate.

      Above-average return on equity is defined as the amount by which the net
income to average equity ratio of Park and its subsidiaries on a consolidated
basis exceeds the median net income to average equity ratio of all U.S. bank
holding companies of similar asset size ($3 billion to $10 billion). A formula
determines the amount, if any, by which Park's return on equity ratio exceeds
the median return on equity ratio of these peer bank holding companies. Twenty
percent (20%) of that amount on a before-tax equivalent basis is available for
incentive compensation. If Park's return on equity ratio is equal to or less
than that of the peer group, no incentive compensation will be available with
respect to that year. The Chief Executive Officer and the President of Park and
Park National Bank have historically received a fixed percentage of the amount
available for incentive compensation as determined by the Board of Directors
and, more recently, the Compensation Committee. Mr. DeLawder and Mr. Trautman
recommended to the Compensation Committee that, because of the modest increase
in net income earned by Park for the 2005 fiscal year, their total cash
compensation to be paid during the 2006 fiscal year remain unchanged, and that
the ratio of base salary and incentive compensation to be paid during the 2006
fiscal year remain at 50/50. After reviewing the independently generated peer
group information of similarly sized bank holding companies developed by SNL
Securities, the Compensation Committee determined that Mr. Kozak's total cash
compensation to be paid during the 2006 fiscal year should be increased to
$420,500. As a result, Mr. Kozak's incentive compensation in respect of the 2005
fiscal year was $220,000. Mr. DeLawder's incentive compensation and Mr.
Trautman's incentive compensation in respect of the 2005 fiscal year were
$464,240 and $307,108, respectively.

<PAGE>

      After deducting the incentive compensation paid to Messrs. DeLawder,
Trautman and Kozak, the remaining amount available for incentive compensation
pay was distributed to the officers of Park's Principal Subsidiaries on the
basis of their respective contributions to Park's meeting its short-term and
long-term financial goals during the 2005 fiscal year, which contributions were
subjectively determined by the Chairman of the Board and Chief Executive Officer
and the President and Secretary of Park and approved by Park's Board of
Directors, upon recommendation of the Compensation Committee. Recommendations of
the presidents of Park's Principal Subsidiaries were considered when determining
incentive compensation amounts for officers (other than the internal audit
staff) of those subsidiaries. The incentive compensation paid to the internal
audit staff of Park's Principal Subsidiaries is determined by the Audit
Committee of Park's Board of Directors. The payment of the incentive
compensation amounts for the 2005 fiscal year was made during the first quarter
of the 2006 fiscal year (in February of 2006).

                                      -2-