EXHIBIT 10.6

                    DESCRIPTION OF PARK NATIONAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         Park National Corporation ("Park") adopted the Park National
Corporation Supplemental Executive Retirement Plan or "SERP" in December 1996.
The SERP currently benefits 31 officers of Park and its subsidiaries, including
William T. McConnell, C. Daniel DeLawder and John W. Kozak. Harry O. Egger has
not participated in the SERP but has been provided with supplemental retirement
benefits under the terms of his employment agreement with The Security National
Bank and Trust Co. David L. Trautman does not participate in the SERP. The SERP
is a non-qualified benefit plan designed to restore benefits lost due to
limitations under the Internal Revenue Code of 1986, as amended, on the amount
of compensation covered by and the benefits payable under a defined benefit plan
such as the Park National Corporation Defined Benefit Pension Plan. Park has
purchased life insurance contracts to fund the SERP. The SERP is designed to
provide a monthly retirement benefit of approximately $5,000, $10,500 and $500
for Messrs. McConnell, DeLawder and Kozak, respectively. These additional
benefits are not guaranteed and are dependent upon the earnings from the related
life insurance contracts compared to the average yield on three-month Treasury
bills. The SERP also provides a life insurance benefit for officers of Park and
its subsidiaries participating in the SERP who die before age 86.