Exhibit 10.7(a)






Exhibit 10.7(a)




Description of Park National Corporation

Supplemental Executive Retirement Benefits

as in effect from and after February 18, 2008




     Park National Corporation (“Park”) adopted the Park National Corporation Supplemental
Executive Retirement Plan (the “SERP”) in December 1996. During the fiscal year ended December 31,
2008 (the “2008 fiscal year”), the SERP benefited 30 current and former officers of Park and Park’s
subsidiaries, including: (a) William T. McConnell, who serves as Chairman of the Executive
Committee of the Board of Directors of each of Park and The Park National Bank, a subsidiary of
Park (“PNB”); (b) C. Daniel DeLawder, who serves as Chairman of the Board and Chief Executive
Officer of each of Park and PNB; (c) David L. Trautman, who serves as President and Secretary of
Park and President of PNB; and (d) John W. Kozak, who serves as Chief Financial Officer of Park and
Senior Vice President and Chief Financial Officer of PNB. Each of the SERP participants, other
than Mr. Trautman, had been a party to a Supplemental Executive Retirement Plan Agreement effective
December 27, 1996 (a “1996
SERP Agreement”) with Park, which was amended and restated by an Amended and Restated
Supplemental Executive Retirement Benefits Agreement (the “Amended SERP Agreement”) entered into
with Park as of February 18, 2008, as discussed below. Mr. Trautman became a participant in the
SERP and entered into a Supplemental Executive Retirement Benefits Agreement (the “Trautman SERP
Agreement”) with Park effective as of February 18, 2008, as discussed below. Where the context is
appropriate, the 1996 SERP Agreements, the Amended SERP Agreements and the Trautman SERP Agreement
are referred to collectively as the “SERP Agreements” and individually as a “SERP Agreement.”



     The 1996 SERP Agreements represented unfunded, non-qualified benefit arrangements designed to
restore benefits lost due to limitations under the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”), on the amount of compensation covered by and the benefits payable under
the Park National Corporation Defined Benefit Pension Plan (the “Park Pension Plan”). Park and
Park’s subsidiaries had no obligation to set aside any funds with which to pay their respective
obligations under the 1996 SERP Agreements. The participants, their beneficiaries and any
successors in interest were to be general creditors of Park and Park’s subsidiaries in the same
manner as any other creditor having a general claim for matured and unpaid compensation.



     Park purchased split-dollar life insurance policies with respect to 26 of the participants in
the SERP, including Messrs. DeLawder, Kozak and McConnell, in order to fund Park’s obligations
under the 1996 SERP Agreement to which each such participant was a party. Those life insurance
policies remain in effect in order to fund Park’s obligations under the related Amended SERP
Agreements. Each life insurance policy also provides a life insurance benefit for the SERP
participant to whom the policy relates if such SERP participant should die before age 84. The
amount of this life insurance benefit is equal to the present value of the stream of future
benefits which would have been paid to the SERP participant until age 84 but had not been paid at
the time of the individual’s death. If the amount of this life insurance benefit were computed as
of December 31, 2008, the life insurance benefit for Mr. DeLawder would have been approximately
$2,129,604, the life insurance benefit for Mr. Kozak would have been approximately $35,778, and the
life insurance benefit for Mr. McConnell would have been approximately $807,378.



     At its meeting on February 18, 2008, the Compensation Committee approved Amended SERP
Agreements for the 30 current and former officers of Park and Park’s subsidiaries then
participating in the SERP, including Messrs. DeLawder, Kozak and McConnell. Each Amended



 









 







SERP
Agreement amended and restated the terms of the 1996 SERP Agreement to which each SERP participant
was a party by changing the calculation of benefits payable to the SERP participant from a defined
contribution (indexed) formula to a defined benefit formula. Due to the manner in which they were
calculated, payments under the 1996 SERP Agreements had been quite variable in amount for the SERP
participants from year to year — sometimes being much larger or sometimes being much smaller than
the targeted amount. Under the Amended SERP Agreements, payments are to be made in the same amount
each year. The present values of the future payments under the defined benefit formula provisions
of the Amended SERP Agreements are projected to be the same as under the defined contribution
(indexed) formula provisions of the 1996 SERP Agreements.



     Pursuant to each Amended SERP Agreement, a SERP participant is entitled to receive an annual
supplemental retirement benefit (the “Full Benefit” as defined in his Amended SERP Agreement)
beginning, subject to compliance with the requirements of Section 409A of the Internal Revenue
Code, at age 62 (his “Payment Commencement Date”) and payable each year thereafter until the SERP
participant’s death. The annual Full Benefit for each SERP participant under his Amended SERP
Agreement is the same amount as the annual targeted benefit for the SERP participant under his
1996 SERP Agreement. Mr. DeLawder will be entitled to receive an annual Full Benefit of $127,900
beginning, subject to compliance with the requirements of Section 409A of the Internal Revenue
Code, at age 62 in October of 2011. Mr. Kozak will be entitled to receive an annual Full Benefit
of $3,900 beginning, subject to compliance with the requirements of Section 409A of the Internal
Revenue Code, at age 62 in March of 2017. Mr. McConnell, who has reached age 62 and was receiving
an annual targeted benefit under his 1996 SERP Agreement of $53,200, is entitled to continue
receiving an annual Full Benefit under his Amended SERP Agreement of the same amount.



     At its meeting on February 18, 2008, the Compensation Committee also approved the Trautman
SERP Agreement. The Trautman SERP Agreement represents an unfunded, non-qualified benefit
arrangement designed to constitute a portion of aggregate retirement benefits for Mr. Trautman
which would provide him with the equivalent of approximately 40% of his projected annual
compensation at age 62. The 40% retirement benefit is computed by adding to the supplemental
retirement benefit provided by the Trautman SERP Agreement: (i) the projected benefit for Mr.
Trautman under the Park Pension Plan; (ii) the projected benefit for Mr. Trautman related to
contributions made by Park to the Park National Corporation Employees Stock Ownership Plan (the
“Park KSOP”) on Mr. Trautman’s behalf to match pre-tax elective deferral contributions made by him;
and (iii) projected Social Security benefits to be received by Mr. Trautman. Under the Trautman
SERP Agreement, Mr. Trautman will be entitled to receive an annual supplemental retirement benefit
of $125,000 (his “Full Benefit”) beginning at age 62, subject to compliance with the requirements
of Section 409A of the Internal Revenue Code, in March of 2023 (his “Payment Commencement Date”)
and payable each year thereafter until his death.



     If a SERP participant separates from service (within the meaning of the Treasury regulations
applicable to Section 409A of the Internal Revenue Code) with Park and Park’s subsidiaries for any
reason prior to his Payment Commencement Date, he forfeits any right to payment under his SERP
Agreement. Notwithstanding the foregoing, in the event that a SERP participant becomes
substantially disabled (as defined in the SERP Agreements) while employed by Park or one of Park’s
subsidiaries prior to his Payment Commencement Date, he will be entitled to receive a reduced
benefit (the “Limited Benefit” as defined in his SERP Agreement), the amount of which varies
depending on the year in which the SERP participant becomes substantially disabled. In the event a
change in control occurs before a SERP participant



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experiences a separation from service with Park
and Park’s subsidiaries, the SERP participant will become fully vested in his annual Full Benefit
as though he remained continuously employed with Park or one of Park’s subsidiaries until his
Payment Commencement Date, and payments will begin on his Payment Commencement Date as described
above. For purposes of each SERP Agreement, a change in control is deemed to occur upon: (a) the
execution of an agreement for the sale of all or a material portion of the assets of Park; (b) a
merger or recapitalization in which Park is not the surviving entity; or (c) the acquisition of the
beneficial ownership of 25% or more of the outstanding voting securities of Park by any person,
trust, entity or group.



     If a SERP participant experiences a separation from service with Park and Park’s subsidiaries
for cause (as defined in the SERP Agreements) or if Park determines, following a SERP participant’s
Payment Commencement Date or the SERP participant’s becoming substantially disabled, that cause
existed to terminate the SERP participant, his SERP Agreement will terminate and the SERP
participant will forfeit any right to receive future payments and must return all payments
previously made under his SERP Agreement within 30 days. In addition, a SERP participant will
forfeit the right to receive future payments under his SERP Agreement if he violates certain
non-competition, non-solicitation of customers and non-solicitation of employees covenants set
forth in each SERP Agreement during a period of 12 months following his separation from service
with Park and our subsidiaries.



     Each SERP Agreement terminates upon a SERP participant’s death.



     At its meeting on May 19, 2008, the Board of Directors of PNB approved a Split-Dollar
Agreement (the “Trautman Split-Dollar Agreement”) between Mr. Trautman and PNB. Under the terms of
the Trautman Split-Dollar Agreement, PNB owns the life insurance policy to which the Trautman
Split-Dollar Agreement relates and controls all rights of ownership with respect to the policy.
Mr. Trautman has the right to designate the beneficiary (beneficiaries) to whom a portion of the
death proceeds of the policy are to be paid in accordance with the terms of the Trautman
Split-Dollar Agreement. Upon Mr. Trautman’s death, his beneficiary (beneficiaries) will be entitled
to an amount equal to the lesser of (a) the “Death Benefit” described in the Trautman Split-Dollar
Agreement or (b) 100% of the difference between the total death proceeds payable under the policy
and the cash surrender value of the policy (such difference being referred to as the “Net at Risk
Amount”). The Death Benefit will be $1,342,000 if Mr. Trautman dies while a full-time employee of
PNB until the later of age 62 or his retirement. If Mr. Trautman dies after retiring or attaining
age 62, the Death Benefit will be reduced each year and will be $0 if Mr. Trautman dies after
attaining age 84. In no event will the amount payable to Mr. Trautman’s beneficiary
(beneficiaries) exceed the Net at Risk Amount in the policy as of the date of Mr. Trautman’s death.
PNB will be entitled to any death proceeds payable under the policy remaining after payment to
Mr. Trautman’s beneficiary (beneficiaries). PNB and Mr. Trautman’s beneficiary (beneficiaries) will
share in any interest due on the death proceeds of the policy on a pro rata basis based upon the
amount of proceeds due each party divided by the total amount of proceeds, excluding any such
interest.



     To finalize Park’s participation in the U.S. Department of the Treasury’s Capital Purchase
Program enacted as part of the Troubled Assets Relief Program (“TARP”) under the Emergency Economic
Stabilization Act of 2008 (“EESA”), Park and the U.S. Treasury entered into a Letter Agreement,
dated December 23, 2008 (the “Letter Agreement’), including the related Securities Purchase
Agreement – Standard Terms attached thereto (the “Securities Purchase Agreement” and together with
the Letter Agreement, the “UST Agreement”). The Securities Purchase Agreement prohibits Park from
making any golden parachute payments to its named executive officers (Messrs. DeLawder, Trautman
and Kozak). SERP payments to named



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executive officers may be considered to be golden parachute
payments. Park and each named executive officer entered into a letter agreement in which the named
executive officer agreed to amend the compensation and benefit plans of Park in which the named
executive officer participates, including the SERP, to the extent necessary to give effect to these
executive compensation limitations.



     The American Recovery and Reinvestment Act of 2009 (the “ARRA”) passed by the United States
Congress and signed by the President on February 17, 2009 retroactively amends the executive
compensation provisions applicable to participants in the Capital Purchase Program. The ARRA
executive compensation standards prohibit any payment by Park to its Senior Executive Officers (as
defined in the ARRA and which include Messrs. DeLawder, Trautman and Kozak) whose compensation is
required to be disclosed pursuant to the Securities Exchange Act of 1934, as amended, and the
next five most highly-compensated employees upon such employees’ departure. Park believes that
this prohibition, if applicable, could prevent it from making SERP payments to these employees
under the terms of the SERP as currently in effect. To the extent that the U.S. Treasury amends
the Securities Purchase Agreement to make this prohibition applicable, the U.S. Treasury issues
regulations describing how Park is to comply with this prohibition or Park determines that this
prohibition applies, Park will work with its affected employees to take such steps as Park deems
necessary to comply with the prohibition and adopt administrative and other procedures consistent
with the foregoing.




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