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                                                                    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,
since January 3, 2005, 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, 2004 (the "2004 fiscal year"), all
officers of Park's Principal Subsidiaries (other than the First Clermont
Division), including C. Daniel DeLawder (who served as President and Chief
Executive Officer of Park and Park National Bank during the 2004 fiscal year and
since January 1, 2005, has served as Chairman of the Board and Chief Executive
Officer of Park and Park National Bank), David L. Trautman (who served as
Secretary of Park and as Executive Vice President of Park National Bank during
the 2004 fiscal year and since January 1, 2005, has served as President and
Secretary of Park and as President of Park National Bank) 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 2004 fiscal year and
continues to so serve) were eligible to participate in the incentive
compensation plan. For the fiscal year ending December 31, 2005 (the "2005
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 President and Chief Executive Officer of Park and Park
National Bank has historically received a fixed percentage of the amount
available for incentive compensation as determined by the Board of Directors of
Park. Although Park's return on equity ratio for the 2004 fiscal year exceeded
the median return on equity ratio of its peer bank holding companies, Mr.
DeLawder recommended to the Compensation Committee that, because of the modest
increase in net income earned by Park in the 2004 fiscal year, the fixed
percentage available for the President and Chief Executive Officer be waived.

     Messrs. DeLawder, Trautman and Kozak historically have received the
majority of their total cash compensation in incentive compensation. The
Compensation Committee reviewed independently generated peer group information
of similarly sized bank holding companies

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developed by SNL Securities which revealed that people holding their positions
typically receive a majority of their cash compensation in base salary. To be
more consistent with peers, and at management's suggestion, on January 18, 2005,
the Compensation Committee considered and then approved a 50/50 split between
base salary and cash incentive compensation. Management also suggested that
Messrs. DeLawder and Trautman receive no increase in the aggregate amount of
cash compensation paid to them during the 2005 fiscal year, but that the
proportion of total cash compensation allocated to base salary for the 2005
fiscal year and incentive compensation in respect of Park's performance for the
2004 fiscal year should change. Management suggested, and the Compensation
Committee concurred after reviewing peer data, to increase Mr. Kozak's total
cash compensation.

     On January 18, 2005, the Compensation Committee recommended, and the Board
of Directors approved, the cash compensation ratio change to 50% base salary and
50% incentive compensation for Messrs. DeLawder, Trautman and Kozak. The
Compensation Committee also recommended, and the Board of Directors approved,
base salaries for the 2005 fiscal year of $464,240 for Mr. DeLawder, $307,108
for Mr. Trautman and $200,500 for Mr. Kozak and cash incentive compensation in
respect of Park's performance for the 2004 fiscal year of $464,240 for Mr.
DeLawder, $307,108 for Mr. Trautman and $200,500 for Mr. 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 2004 fiscal year, which contributions were
subjectively determined by the Chairman of the Board, the Chief Executive
Officer and the President of Park and approved by the 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 of those subsidiaries. The payment of the
incentive compensation amounts in respect of Park's performance for the 2004
fiscal year will be made during the first quarter of the 2005 fiscal year.


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