EXHIBIT 10.1


                       SUMMARY OF INCENTIVE BONUS PLAN OF

                            PARK NATIONAL CORPORATION

         The Executive Committee of the Board of Directors of Park National
Corporation ("Park") administers Park's incentive bonus plan which enables the
officers of The Park National Bank, The Richland Trust Company, Century National
Bank, The First-Knox National Bank of Mount Vernon, Second National Bank, United
Bank, N.A., The Security National Bank and Trust Co., The Citizens National Bank
of Urbana, Scope Leasing, Inc. and Guardian Financial Services Company 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.

         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 receives a fixed percentage of the amount available for incentive
compensation as determined by the Board of Directors of Park. After deducting
that amount, the remaining amount is distributed to the officers of Park
National Bank, Richland Trust Company, Century National Bank, First-Knox
National Bank, Second National Bank, United Bank, Security National Bank,
Citizens National Bank, Scope Leasing and Guardian Financial on the basis of
their respective contributions to Park's meeting its short-term and long-term
financial goals during the fiscal year, which contributions are subjectively
determined by the Chairman of the Board and the President and Chief Executive
Officer of Park and approved by the Executive Committee of the Board of
Directors of Park. Recommendations of the presidents of Park's subsidiaries are
considered when determining incentive bonus amounts for officers of those
subsidiaries. The determination of the amounts of incentive bonus to be paid for
a fiscal year and the payment of those amounts are made during the first two
quarters of the next fiscal year.