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                                                                    EXHIBIT 10.5

                            PARK NATIONAL CORPORATION
                        1995 INCENTIVE STOCK OPTION PLAN

                (REFLECTS AMENDMENTS AND SHARE DIVIDENDS THROUGH
                               DECEMBER 15, 2004)

     1. Purpose.  This 1995 Incentive Stock Option Plan (the "Plan") is intended
as an incentive to encourage stock ownership by key employees of Park National
Corporation, an Ohio corporation (the "Company"), and its subsidiaries by
granting such key employees incentive stock options to purchase Common Shares of
the Company so that they may acquire or increase and retain a proprietary
interest in the long-term growth and financial success of the Company and its
subsidiaries. The Plan is intended to promote and advance the interests of the
Company and its shareholders by encouraging such key employees to enter into or
remain in the employment of the Company and/or its subsidiaries and to put forth
maximum efforts for the long-term growth and financial success of the Company
and its subsidiaries.

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

          (a) "Board" shall mean the Board of Directors of the Company.

          (b) A "Change in Control" shall be deemed to have occurred on the date
the shareholders of the Company approve a definitive agreement (i) to merger or
consolidate the Company with or into another corporation, in which the Company
is not the continuing or surviving corporation or pursuant to which any Common
Shares would be converted into cash, securities or other property of another
corporation, other than a merger of the Company in which holders of Common
Shares immediately prior to the merger have the same proportionate ownership of
shares of the surviving corporation immediately after the merger as immediately
before, or (ii) to sell or otherwise dispose of substantially all the assets of
the Company.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the regulations and rulings thereunder. References to a particular section
of the Code shall include references to successor provisions.

          (d) "Committee" shall mean the Executive Committee of the Board or
such other committee of at least three persons, as may be appointed by the Board
from time to time to serve at the pleasure of the Board.

          (e) "Common Shares" shall mean the common shares, without par value,
of the Company.

          (f) "Company" shall mean Park National Corporation.

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          (g) "Disability" shall mean a disability within the meaning of Section
22(e)(3) of the Code.

          (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor statute.

          (i) The "Fair Market Value" of a Common Share on any relevant date for
purposes of any provision of this Plan shall mean the closing sale price for the
Company's Common Shares as shown on the American Stock Exchange - Composite
Transactions on that date or, if no such sale occurred on that date, then for
the next preceding day on which a sale was made. If the Common Shares shall no
longer be traded on the American Stock Exchange, the Fair Market Value shall
mean the last reported sales price of a Common Share of the Company on The
Nasdaq Stock Market or on any securities exchange on which the Common Shares may
be listed on such date or, if there are no reported sales on such date, then the
last reported sales price on the next preceding day on which such a sale was
transacted.

          (j) "Incentive Option" shall mean an option granted under this Plan
which is an incentive stock option under the provisions of Section 422 of the
Code; and any provisions elsewhere in this Plan or in any such Incentive Option
which would prevent such option from being an incentive stock option may be
deleted and/or voided retroactively to the date of the granting of such option,
by the action of the Committee; and the Committee may retroactively add
provisions to this Plan or to any Incentive Option if necessary to qualify such
option as an incentive stock option.

          (k) "Key Employee" shall mean any employee of the Company and/or its
Subsidiaries who in the opinion of the Committee has demonstrated a capacity for
contributing in substantial measure to the success of the Company and its
Subsidiaries.

          (l) "Normal Retirement" shall mean separation from employment with the
Company and each of its Subsidiaries on or after the date a person has attained
age sixty-two (62).

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

          (n) "Plan" shall mean the Park National Corporation 1995 Incentive
Stock Option Plan, as amended.

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

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


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     4. Common Shares Subject to the Plan.  Incentive Options may be granted
under this Plan only for Common Shares of the Company. The Common Shares to be
issued and delivered by the Company upon exercise of Incentive Options granted
under this Plan shall be treasury shares. The aggregate number of Common Shares
for which Incentive Options may be granted under the Plan shall be 1,260,000.
If, during the term of this Plan, there shall be a stock split, stock dividend,
combination or exchange of shares or other similar change in the Company's
capitalization, the aggregate number of Common Shares for which Incentive
Options may be granted under this Plan, the number of Common Shares subject to
outstanding Incentive Options and the option price per Common Share of
outstanding Incentive Options shall be appropriately and proportionately
adjusted to reflect the same. If any outstanding Incentive Option under this
Plan for any reason expires or is terminated without having been exercised in
full, the Common Shares allocable to the unexercised portion of such Incentive
Option shall (unless the Plan shall have been terminated) become available for
subsequent grants of Incentive Options under the Plan. No Incentive Option may
be granted under this Plan which could cause the maximum limit to be exceeded.

     5. Administration of the Plan.

          (a) The Plan shall be administered by the Committee.

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

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

          (d) With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act. To the extent any provision of
this Plan or action by the Committee fails


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to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.

          (e) The Committee may designate any officers or employees of the
Company or its Subsidiaries to assist the Committee in the administration of
this Plan but the Committee may not delegate to them duties imposed on the
Committee under this Plan.

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

          (a) Option Price: Subject to the limitations of Subsection 6(g) below,
the option price per Common Share of each Incentive Option shall be equal to the
Fair Market Value of the Company's Common Shares on the date of grant of such
Incentive Option.

          (b) Period within which Incentive Option may be exercised: Subject to
the limitations of Subsections 6(c) and 6(g) below, each Incentive Option
granted under this Plan shall terminate (become non-exercisable) on the fifth
anniversary of the day immediately preceding the date of grant of such Incentive
Option.

          (c) Termination of Incentive Options by reason of termination of
employment: If a Participant's employment with the Company and its Subsidiaries
terminates for any reason other than the death, Disability or Normal Retirement
of the Participant, all of such Participant's Incentive Options shall terminate
effective immediately upon termination of employment. If the termination of
employment was due to the Normal Retirement of the Participant, such Incentive
Options may be exercised in full, whether or not then exercisable by their
terms, and the right of the Participant to exercise the Incentive Options shall
terminate upon the earlier to occur of the expiration of the term of the
Incentive Options or three months after the date of termination of employment.
If the termination of employment was due to the death of a Participant who was
an employee of the Company and/or any Subsidiary at the time of his death, such
Incentive Options may be exercised in full, whether or not then exercisable by
their terms, and the right of the representative or representatives of the
Participant's estate (or the person or persons who acquire (by bequest or
inheritance) the rights to exercise the Participant's Incentive Options) to
exercise the Incentive Options shall terminate upon the earlier to occur of the
expiration of the term of the Incentive Options or one year after the date of
death. If the termination of employment was due to the Disability of the
Participant, such Incentive Options may be exercised in full, whether or not
then exercisable by their terms, and the right of the Participant to exercise
the Incentive Options shall terminate upon the earlier to occur of the
expiration of the term of the Incentive Options or one year after the date of
termination of employment. For purposes of this Subsection 6(c), the date of
termination of employment shall be the last day of employment.

          (d) Non-transferability: No Incentive Option granted under this Plan
shall be assignable or transferable except, in the event of the death of a
Participant, by his will or by the laws of descent and distribution. An
Incentive Option granted under this Plan shall be exercisable, during a
Participant's lifetime, only by him. In the event the death of a Participant
occurs, the


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representative or representatives of his estate, or the person or persons who
acquire (by bequest or inheritance) the rights to exercise his Incentive Options
granted under this Plan, may exercise any of the unexercised Incentive Options
or parts thereof prior to the expiration of the applicable exercise period, as
specified in Subsection 6(b), 6(c) or 6(g) of this Plan.

          (e) Aggregate annual limit on Incentive Options: The aggregate Fair
Market Value (determined at the time of the grant of the Incentive Option) of
the Common Shares with respect to which Incentive Options are first exercisable
by any Key Employee in any calendar year under this Plan and all other plans of
the Company and its Subsidiaries shall not exceed $100,000.

          (f) Partial Exercise: Unless otherwise provided in the applicable
option agreement, any exercise of an Incentive Option granted under this Plan
may be made in whole or in part; provided, however, that no single purchase of
Common Shares upon exercise of an Incentive Option shall be for less than the
lesser of (i) 200 Common Shares or (ii) the number of Common Shares covered by
the Incentive Option.

          (g) 10% Shareholder: If a Participant owns (including constructive
ownership pursuant to Section 424(d) of the Code) more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries, then each Incentive Option granted under this Plan to such
Participant shall by its terms fix the option price per Common Share to be at
least 110% of the Fair Market Value of the Common Shares on the date of grant of
such Incentive Option and such Incentive Option shall terminate (become
non-exercisable) on the fifth anniversary of the day immediately preceding the
date of grant of such Incentive Option.

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

          (i) Restrictions on resale or other disposition: At the time of
exercise of any Incentive Option, the Participant exercising such Incentive
Option shall enter into an agreement with the Company pursuant to which the
Common Shares acquired upon the exercise of the Incentive Option may not be sold
or otherwise disposed of by the Participant to any person other than the Company
for a period of five years after the date of exercise; provided, however, that
this restriction shall not apply in the event of the exercise of an Incentive
Option following the death, Disability or Normal Retirement of a Participant. In
the event that a Participant who acquired Common Shares upon the exercise of an
Incentive Option subsequently leaves the employ of the Company and/or its
Subsidiaries for any reason other than death, Disability or Normal Retirement,
and such Participant desires to sell or otherwise dispose of the Common Shares
so acquired prior to the termination of the five-year restriction period, such
Participant shall submit a written request to the Company to purchase such
Common Shares at a purchase price equal to the lesser of the option price at
which such Common Shares were purchased or the Fair Market Value of the Common
Shares on the date such individual's employment terminated.

          (j) Reload Options: Upon the exercise by a Participant of an Incentive
Option (the "Original Option") in full or in part, the Committee shall
automatically grant to such


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Participant a new Incentive Option (a "Reload Option") covering the same number
of Common Shares as were the subject of the exercise; provided, however, that
(I) no Participant may be granted Reload Options in any one year of the term of
the Original Option as established on the date of grant of the Original Option
covering, with respect to all Reload Options granted in such one year, more than
the number of Common Shares which were subject to the Original Option on the
date of grant of such Original Option; and (II) the number of Common Shares
which would otherwise be covered by a Reload Option granted to a Participant
(whether upon exercise of an Original Option or upon exercise of a
previously-granted Reload Option) shall be reduced to the extent necessary to
ensure that the aggregate annual limit on Incentive Options specified in
Subsection 6(e) of this Plan is not exceeded. Notwithstanding anything in this
Section to the contrary, no Participant, or person who has acquired the right to
exercise a Participant's Incentive Options upon the Participant's death, who
exercises an Incentive Option upon or after termination of the Participant's
employment by reason of death, Disability or Normal Retirement, shall be granted
any Reload Options in connection with such exercise. In addition, no Reload
Options shall be granted with respect to Original Options exercised on or after
January 16, 2005.

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

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

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

     10. Implied Consent of Participants.  Every Participant, by his acceptance
of an Incentive Option under this Plan, shall be deemed to have consented to be
bound, on his own behalf and on behalf of his heirs, permitted assigns and legal
representatives, by all of the terms and conditions of this Plan.


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     11. Change in Control.  Upon the occurrence of a Change in Control, all
Incentive Options then outstanding under this Plan shall become exercisable in
full, whether or not then otherwise exercisable.

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

     13. Securities Law Restrictions.  The Committee shall take all necessary or
appropriate action to ensure that all option grants and all exercises of options
under this Plan are in full compliance with all Federal and state securities
laws. No Incentive Option granted under this Plan shall be exercisable before
the Common Shares subject to this Plan have been registered or qualified for
sale under appropriate Federal and state securities laws.

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

     15. Amendment and Termination of the Plan.  The Committee, with the
approval of the Board, may amend the Plan from time to time or terminate the
Plan at any time without the approval of the shareholders of the Company except
as such shareholder approval may be required (a) to satisfy the requirements of
Rule 16b-3 under the Exchange Act, (b) to satisfy applicable requirements of the
Code or (c) to satisfy applicable requirements of any securities exchange on
which are listed any of the Company's equity securities. No such action to amend
or terminate the Plan shall reduce the then existing number of any Participant's
Incentive Options or adversely change the term or conditions thereof without the
Participant's consent. If the Plan is terminated, any unexercised Incentive
Option shall continue to be exercisable in accordance with its terms.

          Any amendment to this Plan requiring shareholder approval shall only
become effective as of the date it is approved by the affirmative vote of the
holders of three-fourths of the issued and outstanding shares of the Company.

     16. Effective Date.  This Plan was adopted by the Board on January 17,
1995, and shall be effective on such date, provided it is approved by the
affirmative vote of the holders of three-fourths of the issued and outstanding
shares of the Company within twelve (12) months thereafter. Should the
shareholders of the Company fail to approve this Plan within such twelve (12)
months, this Plan and all outstanding Incentive Options shall thereafter be
deemed null and void and shall be of no further force or effect. No Incentive
Options granted under this Plan may be exercised prior to the approval of this
Plan by the shareholders of the Company.

     17. Governing Law.  This Plan and all actions taken hereunder shall be
governed by and construed in accordance with the laws of the State of Ohio.


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