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                                                                    EXHIBIT 10.3

                             SPLIT-DOLLAR AGREEMENT

                                DIRECTOR VERSION

This Agreement made this 3rd day of September, 1993 by and between Park National
Bank (hereafter the "Bank") and Leon Zazworsky (hereafter the "Director").

WITNESSETH:

WHEREAS, in consideration for the contemplated services of Director to the Bank,
the Bank desires to assist the Director in providing life insurance for the
benefit and protection of his family on a split-dollar basis; and,

WHEREAS, the Bank desires to continue to own the insurance policy(ies) provided
so the Bank will have security for the repayment of the amounts which it will
contribute toward payment of the premiums due on the policy(ies);

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed between the parties hereto as follows:

         I.       DEFINITION OF "NET AMOUNT AT RISK": Net Amount at Risk as used
                  herein shall mean the difference between the death proceeds of
                  the insurance policy(ies) identified in Exhibit A (hereafter
                  the "Policy(ies)") and the cash accumulation account of the
                  Policy(ies), determined at date of death.

         II.      POLICY TITLE AND OWNERSHIP: The Bank shall be the owner of the
                  Policy(ies) on the Director's life and may exercise all rights
                  of ownership with respect to the Policy(ies).

         III.     BENEFICIARY DESIGNATION RIGHTS: The Director shall have the
                  right to designate in Exhibit A the beneficiary(ies) to
                  receive his (or her) share of the proceeds payable on his (or
                  her) death and to elect and change a payment option for such
                  beneficiary(ies) but subject to any right or interest the Bank
                  may have in such proceeds as provided herein.

         IV.      PREMIUM PAYMENT METHOD: The Bank agrees to remit to the
                  Insurer(s) the entire premium amount when due.

         V.       THE AMOUNT OF DIRECTOR INSURANCE AND THE DIVISION OF DEATH
                  PROCEEDS OF THE POLICY(IES):

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                  A.       The amount of the Director death benefit will be
                           $100,000.

                  B.       The Director's beneficiary(ies), designated in
                           accordance with Paragraph III (above), shall, at the
                           death of the Director, be entitled to the amount
                           identified in paragraph V.A.(above), if different
                           than the amount in Exhibit A.

                           Payment of insurance amounts shall be subject to the
                           following conditions:

                           l.       Director is fully vested after 3 years of
                                    service.

                           2.       After retirement, resignation or for other
                                    reasons not re-elected to serve, Director
                                    has not been employed by or in any financial
                                    services firm offering like or similar
                                    products as Bank, except with written
                                    approval of Bank.

                           3.       The Board determines that a Director has not
                                    violated a standard of conduct as outlined
                                    in the indemnification provisions of the
                                    Articles of Incorporation.

                           4.       The Board of Directors may waive any of the
                                    above retirement/termination conditions.

                  C.       The Bank shall be entitled to the remainder of the
                           death proceeds less any loans on the Policy(ies) and
                           unpaid interest or cash withdrawals previously
                           incurred by the Bank.

                  D.       Notwithstanding any provision hereof to the contrary,
                           the Director shall have the right to absolutely and
                           irrevocably assign by gift all of his (or her) right,
                           title and interest in and to this Agreement and to
                           the Policy(ies) to an assignee. This right shall be
                           exercisable by the execution and delivery to the Bank
                           of a written assignment, in substantially the form
                           attached hereto as Exhibit B, which by this reference
                           is made a part hereof. Upon receipt of such written
                           assignment executed by the Director and duly accepted
                           by the Assignee thereof, the Bank shall consent
                           thereto in writing, and shall thereafter treat the
                           Director's assignee as the sole owner of all of the
                           Director's right, title and interest in and to this
                           Agreement and in and to the

                                       -2-
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                           Policy(ies). Thereafter, the Director shall have no
                           right, title or interest in and to this Agreement or
                           the Policy(ies), all such rights being vested in and
                           exercisable only by such assignee.

         VI.      DISTRIBUTION OF THE POLICY CASH SURRENDER VALUE: The Bank
                  shall be entitled to the Policy(ies)' net cash surrender
                  value, as defined in the Policy(ies), should a surrender
                  occur.

         VII.     TERMINATION OF AGREEMENT: This agreement shall terminate if
                  the Director fails to meet any benefit condition in
                  V.B.(above).

         VIII.    AGREEMENT BINDING UPON PARTIES: This Agreement shall bind the
                  Director and the Bank, their heirs, successors, personal
                  representatives and assigns.

         IX.      NAMED FIDUCIARY AND PLAN ADMINISTRATOR: C. Daniel DeLawder or
                  David C. Bowers is hereby designated the "Named Fiduciary"
                  until resignation or removal by the Board of Directors of the
                  Bank. The Named Fiduciary, shall be responsible for the
                  management, control and administration of the Split Dollar
                  Plan as established herein. The Named Fiduciary may allocate
                  to others certain aspects of the management and operation
                  responsibilities of the plan including the employment of
                  advisors and the delegation of any ministerial duties to
                  qualified individuals.

         X.       FUNDING POLICY: The funding policy for this Plan shall be to
                  maintain the Policy(ies) in force by paying all premiums
                  required, when due.

         XI.      AMENDMENT: This Split Dollar Plan may be amended at any time
                  and from time to time by a written instrument executed by the
                  Director and the Bank.

         XII.     BASIS OF PREMIUM PAYMENTS AND BENEFITS: Payments to and from
                  the Plan established herein shall be in accordance with the
                  provisions of paragraphs I through VI, inclusive.

         XIII.    CLAIMS PROCEDURE: Claim forms or claim information as to the
                  subject Policy(ies) can be obtained by contacting:

                                       -3-
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                            Ben McCoy
                            Turner & Shepard, Inc.
                            17 S. High Street
                            Columbus, OH  43215

                  When the Named Fiduciary has a claim which may be covered
                  under the provisions described in an insurance Policy, he (or
                  she) should contact the office or the person named above who
                  will either complete a claim form and forward it to an
                  authorized representative of the Insurer(s) or advise the
                  Named Fiduciary what further requirements are necessary. The
                  Insurer(s) will evaluate the claim and make a decision as to
                  payment within 90 days of the date the claim is received by
                  the Insurer(s). If the claim is payable, a benefit check will
                  be issued to the Named Fiduciary and forwarded through the
                  office or person named above.

                  In the event that a claim is not eligible under a Policy(ies),
                  the Insurer(s) will notify the Named Fiduciary of the denial.
                  Such notification will be made in writing within 90 days of
                  the date the claim is received and will be transmitted through
                  the office or person named above. The notification will
                  include the specific reasons for the denial as well as
                  specific reference to the policy provisions upon which the
                  denial is based. The Named Fiduciary will also be informed as
                  to the steps which may be taken to have the claim denial
                  reviewed.

                  A decision as to the validity of a claim will ordinarily be
                  made within 10 working days of the date the claim is received
                  by the Insurer(s). Occasionally, however, certain questions
                  may prevent the Insurer(s) from rendering a decision on the
                  validity of the claim within the specific 90-day period. If
                  this occurs, the Named Fiduciary will be notified of the
                  reasons for the delay as well as the anticipated length of the
                  delay, in writing and through the office or person named
                  above. If further information or other material is required,
                  the Named Fiduciary will be so informed.

                  If the Named Fiduciary is dissatisfied with the denial of the
                  claim or the amount paid, he or she has 60 days from the date
                  he (or she) receives notice of a claim denial to file his (or
                  her) objections to the action taken by the Insurer(s). If the
                  Named Fiduciary wishes to contest a claim denial, he (or she)
                  should notify the person or office named above who will

                                       -4-
<PAGE>

                  assist in making inquiry to the Insurer(s). All objections to
                  the Insurer(s)'s actions should be in writing and submitted to
                  the person or office named above for transmittal to the
                  Insurer(s).

                  The Insurer(s) will review the claim denial and render a
                  decision on such objections. The Named Fiduciary will be
                  informed in writing of the decision of the Insurer(s) within
                  60 days of the date the claim request is received by the
                  Insurer(s). This decision will be final. Once a decision has
                  been rendered as to the distribution of Policy(ies) proceeds
                  under the claim procedure described above, claims for any
                  benefits due under the Plan or the surrender of a Policy(ies)
                  may be made in writing by the Bank or the Bank's designated
                  representative and Director or his designated
                  beneficiary(ies), as the case may be, to the Named Fiduciary.
                  In the event a claim for benefits is wholly or partly denied
                  or disputed, the Named Fiduciary shall, within a reasonable
                  period of time after receipt of the claim, notify the Bank or
                  the Bank's designated representative and Insured or his (or
                  her) designated beneficiary(ies), as the case may be, of such
                  total or partial denial or dispute listing:

                  A.       The specific reason or reasons for the denial or
                           dispute;

                  B.       Specific reference to pertinent plan provisions upon
                           which the denial or dispute is based;

                  C.       A description of any additional information necessary
                           for the claimant to perfect the claim and an
                           explanation of why such material or information is
                           necessary; and,

                  D.       An explanation of the Plan's review procedure. Within
                           60 days of denial or notice of claim under the Plan,
                           a claimant may request that the claim be reviewed by
                           the Named Fiduciary in a full and fair hearing. A
                           final decision shall be rendered by the Named
                           Fiduciary within 60 days after receipt of request for
                           review.

         XIV.     SEVERABILITY AND INTERPRETATION: If a provision of this
                  Agreement is held to be invalid or unenforceable, the
                  remaining provisions shall nonetheless be enforceable
                  according to their terms. Further, in the event that any
                  provision is held to be over broad as written, such provision
                  shall be deemed amended to

                                       -5-
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                  narrow its application to the extent necessary to make the
                  provision enforceable according to law and enforced as
                  amended.

         XV.      INSURANCE COMPANY(IES) NOT A PARTY TO AGREEMENT: The
                  Insurer(s) shall not be deemed a party to this Agreement but
                  will respect the rights of the parties as herein developed
                  upon receiving an executed copy of this Agreement. Payment or
                  other performance of its contractual obligations in accordance
                  with Policy provisions shall fully discharge the Insurer(S)
                  for any and all liability.

Executed at Hebron, Ohio, on this 3 day of Sept. 1993.

 /s/ Neil E. Milford                       By: /s/ Lee Zazworsky
------------------------                       ------------------------------
 Witness                                       Director - Signature

                                           Leon Zazworsky
                                           ----------------------------------
                                           Director - please print

 /s/ Cindy M. Kosik                        By: /s/ David C. Bowers_ Sr. Vice
-------------------------                      ------------------------------
 Witness                                       Pres.
                                               -----
                                                                   Title

                                           Park National BanK
                                           ----------------------------------
                                           Bank

                                       -6-
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                                    EXHIBIT A
                             BENEFICIARY DESIGNATION

PART I -- LIFE INSURANCE POLICY(IES)

DIRECTOR: Leon Zazworsky

Insurer: xxxxxxxxxx           Issue Date: xxxxxxxxxx

Policy Number: xxxxxxxxxx

Director's Split Dollar Amount: $100,000.00

Part II -- DIRECTOR'S BENEFICIARY

         Primary Beneficiary, Relationship: xxxxxxxxxx

         Contingent Beneficiary(s), Relationship: xxxxxxxxxx

The Exhibit A is that one referred to in the Split Dollar Agreement dated July 1
, 1993 entered into by Park National Bank and Leon Zazworsky .

Dated: 9/3/93

Witnesses:  /s/ Neil E. Milford            /s/ Lee Zazworsky
           -----------------------         ---------------------
                                           Director Signature

                                       -7-
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                                    EXHIBIT B

                IRREVOCABLE ASSIGNMENT OF SPLIT-DOLLAR AGREEMENT

         THIS ASSIGNMENT, dated this _______ day of __________, 19__,

         WITNESSETH THAT:

         WHEREAS, the undersigned (the "Assignor") is the Director party to that
certain Split-Dollar Agreement (the "Agreement"), dated as of ____________, by
and between the undersigned and __________________________ (the "Bank"), which
Agreement confers upon the undersigned certain rights and benefits with regard
to one or more policies of insurance insuring the Assignor's life; and

         WHEREAS, pursuant to the provisions of said Agreement, the Assignor
retained the right, exercisable by the execution and delivery to the Bank of a
written form of assignment, to absolutely and irrevocably assign all of the
Assignor's right, title and interest in and to said Agreement to an Assignee;
and

         WHEREAS, the Assignor desires to exercise said right;

         NOW, THEREFORE, the Assignor, without consideration, and intending to
make a gift, hereby absolutely and irrevocably assigns, gives, grants, and
transfers to _________________________________________________________ (the
"Assignee") all of the Assignor's right, title and interest in and to the
Agreement and said policies of insurance, intending that, from and after this
date, the Agreement be solely between the Corporation and the Assignee and that
hereafter the Assignor shall neither have nor retain any right, title or
interest therein.

         Assignor: _____________________________________________________________

                                       -8-
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                            ACCEPTANCE OF ASSIGNMENT

         The undersigned Assignee hereby accepts the above assignment of all
right, title and interest of the Assignor therein in and to the Agreement, by
and between such Assignor and the Bank, and the undersigned hereby agrees to be
bound by all of the terms and conditions of said Agreement, as if the original
Director party thereto.

                                        _______________________________________
                                        Assignee

Dated:__________________

                              CONSENT TO ASSIGNMENT

         The undersigned Bank hereby consents to the foregoing assignment of all
of the right, title and interest of the Assignor in and to the Agreement, by and
between the Assignor and the Bank, to the Assignee designated therein. The
undersigned Bank hereby agrees that, from and after the date hereof, the
undersigned Bank shall look solely to such Assignee for the performance of all
obligations under said Agreement which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein to the Assignor
to be exercised only by said Assignee, and shall hereafter treat said Assignee
in all respects as if the original Director party thereto.

                                        _______________________________________
                                        BANK

                                        By: ___________________________________

                                        Dated: ________________________________

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                                                      SCHEDULE A TO EXHIBIT 10.3

         The following directors of Park National Corporation ("Park") entered
into Split-Dollar Agreements with the subsidiaries of Park identified below
which are identical to the Split-Dollar Agreement, dated September 3, 1993,
between Leon Zazworsky and The Park National Bank ("Park National Bank") filed
as Exhibit 10.3 to Park's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (File No. 1-13006):

<TABLE>
<CAPTION>
                      Subsidiary of Park which is a Party to     Date of Split-Dollar
Name of Director              Split-Dollar Agreement                   Agreement
-----------------   ------------------------------------------   --------------------
<S>                 <C>                                          <C>
Maureen Buchwald    The First-Knox National Bank of Mount        May 22, 1998
                    Vernon ("First-Knox National Bank")

James J. Cullers    First-Knox National Bank                     May 22, 1998

R. William Geyer    Century National Bank (formerly Mutual       October 4, 1993
                    Federal Savings Bank)

Howard E. LeFevre   Park National Bank                           September 7, 2003

John J. O'Neill     Park National Bank                           September 2, 1993

J. Gilbert Reese    Park National Bank                           September 8, 1993

Rick R. Taylor      The Richland Trust Company                   September 29, 1993
</TABLE>