UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to ________
Commission file number: 0-13161

FIRST-KNOX BANC CORP.

Incorporated - Ohio I.R.S. Identification
Number-31-1121049

One South Main Street
P. O. Box 871
Mount Vernon, Ohio 43050
Telephone: (614) 393-5500

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $3.125 Per Share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No_______
----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to
this Form 10-K [ ].

The aggregate market value (determined by closing Nasdaq price) of the voting
stock held by non-affiliates of the registrant as of
March 21, 1997:
$101,439,084
Common Stock Par Value: $3.125 per share
Common shares outstanding at March 21, 1997: 3,756,976 shares

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1996, and Joint Proxy Statement/Prospectus dated March 20,
1997, are incorporated by reference into Parts I, II and III.

Page 1 of 58 Pages

Exhibit Index Appears on Page 15

PART I

ITEM 1. BUSINESS

INTRODUCTION

First-Knox Banc Corp. (the "Corporation") was incorporated under the laws of
the State of Ohio on July 27, 1984. Its principal business is to act as a bank
holding company for its wholly-owned subsidiaries, The First-Knox National Bank
of Mount Vernon ("First-Knox") and The Farmers & Savings Bank, Loudonville,
Ohio ("Farmers" and collectively with First-Knox, the "Banks"). Reference is
made to the Statistical Disclosures included elsewhere herein and Item 8. of
this Form 10-K for financial information about the Corporation's banking
business.

Revenues from loans accounted for 70.0% in 1996, 71.7% in 1995 and 71.4% in
1994 of total consolidated revenues. Revenues from investments and
mortgage-backed securities accounted for 21.5% in 1996, 19.9% in 1995 and 20.6%
in 1994 of total consolidated revenues.

The business of the Corporation and its subsidiaries is not seasonal to any
significant degree, nor is it dependent upon a single or small group of
customers. The Corporation and its subsidiaries do not have any banking offices
located in a foreign country nor do they have any foreign assets, liabilities
or income. In the opinion of management, the Corporation does not have exposure
to material costs associated with environmental hazardous waste clean-up.

On October 28, 1996 the Corporation entered into an Agreement and Plan of
Merger ("Agreement") with Park National Corporation ("Park National"), a bank
holding company headquartered in Newark, Ohio, whereby Park National will
acquire First-Knox Banc Corp. Under the terms of the Agreement, Park National
will exchange approximately 0.5914 shares of Park National common stock for
each share of First-Knox Banc Corp. outstanding in a tax-free exchange. Park
National expects to issue an aggregate of 2,345,000 shares of common stock to
complete the merger, which is expected to be accounted for as a
pooling-of-interests. The exact exchange ratio will be determined by a formula
that is based upon, among other things, the market price of Park National
common stock and the number of shares of First-Knox Banc Corp. common stock
outstanding or subject to options prior to closing. The transaction is subject
to certain conditions including regulatory approval and the approval of the
shareholders of First-Knox Banc Corp. and Park National.

FIRST-KNOX BUSINESS

The First-Knox National Bank of Mount Vernon, a successor by various
reorganizations to Knox County Bank, which was chartered in Ohio in 1847, has
been a national banking association under its present name in Mount Vernon,
Ohio, since 1939.

In terms of total assets, loans and deposits within its primary market area of
Knox, Morrow, Richland and Holmes counties in Ohio, First-Knox is the largest
of fifteen banks and bank offices and six savings associations and credit
unions. At December 31, 1996, First-Knox had assets of $516.0 million, loans
of $318.4 million, and deposits of $378.5 million.

First-Knox is a full service commercial bank providing checking accounts,
savings accounts, certificates of deposit, commercial loans, installment loans,
credit card loans, commercial and residential real estate mortgage loans,
vehicle and equipment leasing, corporate and personal trust services, discount
brokerage services, and safe deposit rental facilities. Services are provided
through walk-in offices, automated teller machines, and automobile drive-in
facilities.

Five of First-Knox's ten offices are located in Knox County, Ohio. First-Knox's
Main Office and one full service branch office are located in Mount Vernon, one
branch is located in Fredericktown, one branch is located in Danville, and one
branch is located in Centerburg, each providing walk-in, drive-through and
automated teller machine facilities.

Full service branches providing walk-in, drive-through and automated teller
machine facilities are located in Millersburg (Holmes County), as well as the
Richland County communities of Lexington and Bellville.

Two branches are located in Mount Gilead (Morrow County), Ohio, one a full
service branch providing walk-in services and one a full service branch
providing walk-in, drive-through and automated teller machine facilities.

First-Knox faces strong competition from other banks, savings associations,
credit unions, insurance companies, securities brokers, and retailers offering
financial services.

At December 31, 1996, First-Knox had 180 full-time and 62 part-time employees.
First-Knox is not a party to any collective bargaining agreement. Management
considers its relationship with its employees to be good.

First-Knox accounts for approximately 90% of the Corporation's consolidated
assets.

FARMERS BUSINESS

The Farmers & Savings Bank, Loudonville, Ohio, was chartered as an Ohio
corporation in 1905 and has operated under its present name in Loudonville,
Ohio, since 1930. At December 31, 1996, Farmers had assets of $60.4 million,
loans of $43.5 million, and deposits of $54.7 million. Within the Loudonville
banking market, Farmers faces competition from one commercial bank branch and
one savings and loan branch. Farmers is the largest of the three offices in
terms of deposits.

Farmers is a full service commercial bank providing checking accounts, savings
accounts, certificates of deposit, commercial loans, installment loans,
commercial and residential mortgage loans, and safe deposit rental facilities.
Services are provided through walk-in offices, automobile drive through
facilities, and an automated teller machine.

At December 31, 1996, Farmers had 27 full-time and 15 part-time employees.
Farmers is not a party to any collective bargaining agreement. Management
considers its relationship with its employees to be good.

Farmers accounts for approximately 10% of the Corporation's assets. In addition
to the above information, a further description of First-Knox and Farmers is
contained in the Financial Review section (page 25) of the Annual Report to
Shareholders for the fiscal year ended December 31, 1996 ("1996 Annual Report")
included as Exhibit 13 hereto and incorporated herein by reference.

SUPERVISION AND REGULATION

The following is a summary of certain statutes and regulations affecting the
Corporation and its subsidiaries. The summary is qualified in its entirety by
reference to the statutes and regulations. Management is not aware of any
current recommendations by regulatory authorities which, if they were
implemented, would have a material adverse effect on the Corporation.

THE CORPORATION

The Corporation is a bank holding company under the Bank Holding Company Act of
1956, as amended, which restricts the activities of the Corporation and the
acquisition by the Corporation of voting stock or assets of any bank, savings
association or other company. The Corporation is also subject to the reporting
requirements of, and examination and regulation by, the Board of Governors of
the Federal Reserve system ("Federal Reserve Board"). Subsidiary banks of a
bank holding company are subject to certain restrictions imposed by the Federal
Reserve Act on transactions with affiliates, including any loans or extensions
of credit

to the bank holding company or any of its subsidiaries, investments in the
stock or other securities thereof and the taking of such stock or securities as
collateral for loans to any borrower; the issuance of guarantees, acceptances
or letters of credit on behalf of the bank holding company and its
subsidiaries; purchases or sales of securities or other assets; and the payment
of money or furnishing of services to the bank holding company and other
subsidiaries. A bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with extensions of credit
or provision of property or services.

Bank holding companies are prohibited from acquiring direct or indirect control
of more than 5% of any class of voting stock or substantially all of the assets
of any bank holding company without the prior approval of the Federal Reserve
Board. In addition, acquisitions across state lines are limited to acquiring
banks in those states specifically authorizing such interstate acquisitions.
However, since September 1995, federal law has permitted interstate
acquisitions of banks, if the bank acquired retains its separate charter.

BANKS

As a national bank, First-Knox is supervised and regulated by the Comptroller
of the Currency ("Comptroller"). As an Ohio chartered bank, Farmers is
supervised and regulated by the Ohio Division of Financial Institutions and the
Federal Deposit Insurance Corporation ("FDIC"). The deposits of First-Knox and
Farmers are insured by the FDIC and both entities are subject to the applicable
provisions of the Federal Deposit Insurance Act. A subsidiary of a bank holding
company can be liable to reimburse the FDIC if the FDIC incurs or anticipates a
loss because of a default of another FDIC-insured subsidiary of the bank
holding company or in conjunction with FDIC assistance provided to such
subsidiary in danger of default. In addition, the holding company of any
insured financial institution that submits a capital plan under the federal
banking agencies' regulations on prompt corrective action guarantees a portion
of the institution's capital shortfall, as discussed below. Various
requirements and restrictions under the laws of the United States and the State
of Ohio affect the operations of the Banks, including requirements to maintain
reserves against deposits, restrictions on the nature and amount of loans which
may be made and the interest which may be charged thereon, restrictions
relating to investments and other activities, limitation on credit exposure to
correspondent banks, limitations based on capital and surplus, limitations on
payment of dividends, and limitations on branching. Under current law, the
Banks may establish branch offices throughout the State of Ohio. Pursuant to
recent federal legislation, First-Knox may branch across state lines, if
permitted by the law of the other state. In addition, effective June 1997, such
interstate branching will be authorized, unless the law of the other state
specifically prohibits the interstate branching authority granted by federal
law.

The Federal Reserve Board has adopted risk-based capital guidelines for bank
holding companies and for state member banks. The risk-based capital guidelines
include both a definition of capital and a framework for calculating
risk-weighted assets by assigning assets and off-balance sheet items to broad
risk categories. The required minimum ratio of capital to risk-weighted assets
(including certain off-balance sheet items, such as stand-by letters of credit)
was 8.0% at December 31, 1996, as disclosed in Note 14 (page 20) of the
Corporations's 1996 Annual Report (See Exhibit 13). At least half of the total
required regulatory capital is to be comprised of common stockholders' equity,
including retained earnings, non-cumulative perpetual preferred stock, a
limited amount of cumulative perpetual preferred stock, and minority interests
in equity accounts of consolidated subsidiaries less goodwill and certain other
intangible assets ("Tier 1 capital"). The remainder ("Tier 2 capital") may
consist of, among other things, mandatory convertible debt securities, a
limited amount of subordinated debt, other preferred stock and a limited amount
of allowance for loan and lease losses. The Federal Reserve Board has also
imposed a minimum leverage ratio (Tier 1 capital to total assets) of 4% for
bank holding companies and state member banks that meet certain specified
conditions, including no operational, financial or supervisory deficiencies,
and including those having the highest regulatory (CAMEL) rating. The minimum
leverage ratio is 1.0-2.0% higher for other holding companies and state member
banks based on their particular circumstances and risk profiles and those
experiencing or anticipating significant

growth. National banks are subject to similar capital requirements adopted by
the comptroller and state non-member banks are subject to similar capital
requirements adopted by the FDIC and the Ohio Division of Financial
Institutions.

The Corporation and its subsidiaries currently satisfy all regulatory capital
requirements. Failure to meet the capital guidelines could subject a banking
institution to a variety of enforcement remedies available to federal
regulatory authorities, including dividend restrictions and the termination of
deposit insurance by the FDIC. Under an outstanding proposal of the Comptroller
and the FDIC, the subsidiaries may be required to have additional capital if
their interest rate risk exposure exceeds acceptable levels provided for in the
regulation when adopted. In addition, the federal banking regulators have
established regulations governing prompt corrective action to resolve capital
deficient banks. Under these regulations, banks which become undercapitalized
become subject to mandatory regulatory scrutiny and limitations, which increase
as capital continues to decrease. Such banks are also required to file capital
plans with their primary federal regulator, and their holding companies must
guarantee the capital shortfall up to 5% of the assets of the capital deficient
bank at the time it becomes undercapitalized.

DIVIDEND REGULATION

The ability of the Corporation to obtain funds for the payment of dividends and
for other cash requirements is largely dependent on the amount of dividends
which may be declared by its subsidiary banks. However, the Federal Reserve
Board expects the Corporation to serve as a source of strength to the
subsidiaries, which may require it to retain capital for further investment in
the subsidiaries, rather than for dividends for shareholders of the
Corporation. Generally, First-Knox and Farmers must have the approval of their
respective regulatory authorities if a dividend in any year would cause the
total dividends for that year to exceed the sum of the current year's net
profits and the retained net profits for the preceding two years, less required
transfers to surplus. A national bank may not pay a dividend in an amount
greater than its net profits then on hand, after deducting its losses and bad
debts. In addition, if the surplus fund of the national bank is less than or
equal to its common capital, no dividends may be declared unless there has been
carried to the surplus fund not less than one-tenth part of the national bank's
net profits of the preceding half-year in the case of quarterly or semiannual
dividends, or not less than one-tenth part of its net profits of the preceding
two consecutive half-year periods in the case of an annual dividend. The Banks
may not pay dividends to the Corporation if, after such payment, they would
fail to meet the required minimum levels under the risk-based capital
guidelines and the minimum leverage ratio requirements. Payment of dividends by
the Banks may be restricted at any time at the discretion of the regulatory
authorities, if they deem such dividends to constitute an unsafe and/or unsound
banking practice or if necessary to maintain adequate capital for the Banks.
See Exhibit 13, 1996 Annual Report page 1, Comparative Stock Data and page 20,
Note 14 and Item 5., which are herein incorporated by reference.

DEPOSIT INSURANCE ASSESSMENTS AND RECENT LEGISLATION

The FDIC is authorized to establish separate annual assessment rates for
deposit insurance for members of the Bank Insurance Fund ("BIF") and the
Savings Association Insurance Fund ("SAIF"). First-Knox and Farmers are members
of the BIF. The FDIC may increase assessment rates for either fund if necessary
to restore the fund's ratio of reserves to insured deposits to its target level
within a reasonable period of time and may decrease such rates if such target
rates if such target level has been met. The FDIC has established a risk-based
assessment system for both BIF and SAIF members. Under this system, assessments
vary based on the risk the institution poses to its deposit insurance fund. The
risk level is determined based on the institution's capital level and the
FDIC's level of supervisory concern about the institution.

Because BIF became fully funded, BIF assessments for healthy commercial banks
were reduced to, in effect, $2,000 per year during 1996. Federal legislation,
which became effective September 30, 1996, provides, among other things, for
the costs of prior thrift

5
6

failures to be shared by both the SAIF and the BIF. As a result of such cost
sharing, BIF assessments for healthy banks during 1997 will be $.013 per $100
in deposits.

MONETARY POLICY AND ECONOMIC CONDITIONS

The commercial banking business is affected not only by general economic
conditions, but also by the policies of various governmental regulatory
authorities and, in particular, the Federal Reserve Board. It regulates money
and credit conditions and interest rates in order to influence general economic
conditions primarily through open market operations in U.S. Government
securities, varying the discount rate on member bank borrowings and setting
reserve requirements against bank deposits. These policies and regulations
significantly affect the overall growth and distribution of bank loans,
investments and deposits, and the interest rates charged on loans, as well as
interest rates paid on deposits and accounts.

The monetary policies of the Federal Reserve Board are expected to continue
their substantial influence on the operating results of commercial banks.
Coupled with the changing conditions in the economy and the money market, the
impacts on the performance of the Corporation and the Banks are difficult to
predict.

STATISTICAL DISCLOSURES

The following section contains financial disclosures as required under Industry
Guide 3, "Statistical Disclosure by Bank Holding Companies." The information
provided should be read in conjunction with the narrative analysis presented in
the Financial Review and Consolidated Financial Statements of the Corporation
and its subsidiaries contained in the 1996 Annual Report.

I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest
Rates and Interest Differential

The average balance sheet information and the related analysis of net interest
income for the years ended December 31, 1996, 1995 and 1994, as required is
included in Table II "Average Balances and Analysis of Net Interest Income" on
page 27 of the Corporation's 1996 Annual Report (See Exhibit 13) which is
herein incorporated by reference.

The analysis of the changes in interest income and expense from 1995 to 1996
and from 1994 to 1995 is included in Table III "Rate and Volume Analysis of
Changes in Interest Income and Interest Expense" on page 28 of the
Corporation's 1996 Annual Report (See Exhibit 13) which is herein incorporated
by reference.

II. Investment Portfolio

A schedule of the carrying value of securities available for sale and related
information on fair values, maturities and average yields is included in Table
IV "Securities Available for Sale" on page 29 of the Corporation's 1996 Annual
Report (See Exhibit 13) which is herein incorporated by reference.

Excluding obligations of the U.S. Treasury and other agencies and corporations
of the U.S. government, there were no investment or mortgage-backed securities
of any one issuer which exceeded 10% of consolidated shareholders' equity at
December 31, 1996.

6
7

VI. Return on Equity and Assets

The return on assets, return on equity, dividend payout ratio and equity to
assets ratio, for the years ended December 31, 1996, 1995 and 1994, as
required, are included in Table I "Financial Ratios For Five Years" on page 25
of the Corporation's 1996 Annual Report (See Exhibit 13) which is herein
incorporated by reference.

VII. Short Term Borrowings

The information in item VII is not required to be given because the average
balance for any category of short-term borrowings for 1995, 1994 and 1993 did
not exceed 30% of stockholders' equity at the end of those respective years.

Item III, Loan Portfolio; Item IV, Summary of Loan Loss Experience; and Item V,
Deposits, are incorporated by reference to Appendix D of the Park National
Corporation and First-Knox Banc Corp. Joint Proxy Statement/Prospectus dated
March 20, 1997 (exhibit 99).

ITEM 2. PROPERTIES

First-Knox owns and occupies its headquarters in Mount Vernon, Ohio. Farmers
owns and occupies its headquarters in Loudonville, Ohio. First-Knox owns a
free-standing operations center in Mount Vernon, Ohio. All branch office
locations for both Banks are owned with the exception of the Millersburg branch
of First-Knox where a portion is leased. The Corporation considers its
properties to be satisfactory for current operations. See information under the
heading "First-Knox National Bank Offices" and "Farmers and Savings Bank
Offices" on page 34 of the Corporation's 1996 Annual Report (Exhibit 13), which
is incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS

The Corporation's subsidiaries had various claims and lawsuits pending at
December 31, 1996, arising out of the ordinary course of their business. It is
the opinion of management that such litigation will not materially affect the
Corporation's financial position or earnings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

See: 1996 Annual Report, page 1 - Comparative Stock Data, and page 20 - Note
14, which are incorporated herein by reference (See Exhibit 13).

ITEM 6. SELECTED FINANCIAL DATA

See: 1996 Annual Report, page 25 Table I, "Financial Ratios for Five Years,"
and page 32 Table VI, "Ten Years of Progress Statement Summary," which are
incorporated herein by reference (See Exhibit 13).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

See: 1996 Annual Report, pages 25 through 32, "Financial Review," which are
incorporated herein by reference (See Exhibit 13).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements included in the Corporation's 1996 Annual
Report to Shareholders for the fiscal year ended December 31, 1996 (pages
7-23), and the report of Crowe, Chizek and Company LLP (page 24) contained
therein are incorporated herein by reference. See Item 14, index to financial
statements and schedules. The supplementary financial information specified by
item 302 of Regulation S-K is included in Note 18 (page 23) of the Annual
Report.

ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Information regarding directors and executive officers also serving as
directors is set forth in the Park National Corporation and First-Knox Banc
Corp. Joint Proxy Statement/Prospectus dated March 20, 1997, (pages 66-68),
which is included as Exhibit 99 hereto and incorporated herein by reference. No
facts exist which would require disclosure under Item 405 for Regulation S-K
except for Mr. Parrish, who was late in filing one (1) Form to report ten (10)
transactions. The Form subsequently was filed and the Corporation believes all
officers, directors, and greater than ten percent shareholders are current
regarding their Section 16(a) filings.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to executive
officers who do not serve as directors:

Position

First-Knox First-Knox
Name Age Banc Corp. National Bank
---- --- ---------- -------------

Gordon Yance 49 Vice Pres. Vice President and
& Treasurer Chief Financial
Officer

Ian Watson 46 Vice Pres. Vice President of
& Secretary Operations, Deposits
and Investments

Both Mr. Yance and Mr. Watson have held these positions for more than five
years.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding compensation of directors and executive officers
including change of control arrangements is set forth in the Park National
Corporation and First-Knox Banc Corp. Joint Proxy Statement/Prospectus dated
March 20, 1997, (pages 68-69), which is included as Exhibit 99 hereto and
incorporated herein by reference.

EXECUTIVE COMPENSATION

The following table sets forth, for the three (3) fiscal years ended December
31, 1996, cash and non-cash compensation paid by the Bank to Carlos E. Watkins,
President and CEO of the Corporation and the Bank and the only executive
officer of the Corporation to earn salary and bonuses in excess of $100,000.

SUMMARY COMPENSATION TABLE

- -------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation
Compensation
- -------------------------------------------------------------------------------------------------
Awards
Name and All Other
Principal Position Year Salary Bonus(1) Option/SARs(#) Compensation
- -------------------------------------------------------------------------------------------------

Carlos E. Watkins, 1996 $163,598 $42,000 4,800 $2,850 (2)
President and CEO 1995 156,465 39,000 2,772 (2)
of the Corporation 1994 149,264 7,500 8,167(3) 2,772 (2)
and Bank

(1) All bonuses reported were earned by Mr. Watkins pursuant to the incentive
compensation plan of the Corporation and its affiliate banks (the
"Incentive Compensation Plan"). Bonus amounts are determined and paid in
the year following the year in which they are earned. Such bonus amounts
are reported in the Summary Compensation Table in the year in which they
were earned.

(2) Includes contributions of $2,850, $2,772 and $2,772 to the Company's
Savings Retirement Plan (the "Savings Retirement Plan") made on behalf of
Mr. Watkins to match pre-tax elective deferral contributions in 1996, 1995
and 1994, respectively.

(3) The award was originally granted in regard to 3,704 Common Shares. That
number subsequently was adjusted to reflect a distribution in the nature
of a five percent (5%) stock dividend paid to all shareholders of the
Corporation in October, 1994, a one hundred percent (100%) stock dividend
paid to all shareholders of the Corporation in September, 1995 and a five
percent (5%) stock dividend paid to all shareholders of the corporation in
September, 1996.

GRANT OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

During 1996 4,000 stock options and 800 stock appreciation rights were granted
to Mr. Watkins.

STOCK OPTION AND STOCK APPRECIATION RIGHTS AND EXERCISES AND HOLDINGS

The following table sets forth certain information concerning the value at
December 31, 1996 of unexercised options and SARs held by Mr. Watkins. Mr.
Watkins did not exercise any options or SARs during 1996.

AGGREGATE OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

Number of FY-End Value at $28.25
Shares Underlying Value of Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
At FY-End (#) at FY-End ($)
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exerciseable Unexerciseable Exerciseable Unexerciseable
- ---------------------------------------------------------------------------------------------------------------

Carlos E.
Watkins -0- -0- 29,329 17,831 $521,756 $181,124

EMPLOYEES RETIREMENT PLAN

The following table shows the estimated annual benefits payable under the
First-Knox National Bank Employees Retirement Plan (the "Pension Plan) upon
retirement for specified periods of service and levels of remuneration. The
calculations assume that the person elects the annuity basis providing the
maximum monthly payments without benefits to a surviving spouse.

PENSION PLAN TABLE

Remuneration Years of Service
- ------------------------------------------------------------------------------------------------------
15 20 25 30 35 or More
-- -- -- -- ----------

$225,000 $ 45,535 $ 60,234 $ 63,682 $ 67,131 $ 70,579
200,000 45,535 60,234 63,682 67,131 70,579
175,000 45,535 60,234 63,682 67,131 70,579
150,000 45,535 60,234 63,682 67,131 70,579
125,000 37,768 49,877 52,611 55,345 58,079
100,000 30,000 39,520 41,539 43,559 45,579

The Pension Plan provides for defined benefits upon retirement based on years
of service, attaining the age of 65 and salary level. The Pension Plan also
provides early retirement benefits and surviving spouses' benefits after
satisfying certain requirements. No reduction in benefits is made as a result
of Social Security benefits received.

The monthly retirement benefits is equal to 30% of average monthly compensation
reduced proportionately, if the employee has less than 20 years of service at
normal retirement, plus 20% of average monthly compensation greater than the
Social Security covered compensation level. The monthly retirement benefit is
reduced proportionately if the employee has less than 35 years of service at
normal retirement. Certain limitations are imposed on the maximum benefits
payable as a 5 year certain of life annuity. Average monthly compensation is
defined as the average of the highest five consecutive years of compensation
out of the last ten years worked. Mr. Watkins has nine (9) years of service
credited to him under the Pension Plan. He will be eligible to retire and
receive benefits under the Pension Plan when he attains age 65. Compensation
utilized for pension formula purposes includes only the salary and annual bonus
reported in the Salary and Bonus columns of the Summary Compensation Table.

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11

The Bank has purchased a life insurance policy on the life of Mr. Watkins.
Under such policy, and a related agreement, Mr. Watkins or his beneficiary will
receive an annual payment of $25,000 for ten years beginning the month
following Mr. Watkin's 65th birthday if he is employed by the Bank at such
time. If Mr. Watkins dies prior to age 65 or he is no longer an employee of
the Bank on his 65th birthday, the Bank is entitled to the proceeds of the
policy. The insurance policy is maintained as a supplemental retirement benefit
to Mr. Watkins. The total cash surrender value of the policy is an asset of the
Corporation to which Mr. Watkins has no rights or interest.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See: The Park National Corporation and First-Knox Banc Corp Joint Proxy
Statement/Prospectus dated March 20, 1997 (pages 31 - 33), which is
included as Exhibit 99 hereto and incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See: The Corporation's 1996 Annual Report (Exhibit 13) page 21, Note 15, which
is incorporated herein by reference and the Park National Corporation and
First-Knox Banc Corp Joint Proxy Statement/Prospectus dated March 20, 1997
(page 69), which is included as Exhibit 99 hereto and incorporated herein
by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

First-Knox Banc Corp.
Index to Financial Statements and Schedules
For the Three Years Ended December 31, 1996

------------
(a) The following financial statements are incorporated herein by reference
from the Annual Report to Shareholders filed as Exhibit 13 to this filing:

Annual Report
First-Knox Banc Corp. and Subsidiaries: Reference
- -------------------------------------------------------------------------------

Report of Independent Auditors Page 24
Consolidated balance sheets - December 31, 1996 & 1995 Page 7
Consolidated statements of income for the years
ended December 31, 1996, 1995, and 1994. Page 8
Consolidated statements of changes in
shareholders' equity for the
years ended December 31, 1996, 1995 and 1994. Page 9
Consolidated statements of cash flows for the
years ended December 31, 1996, 1995 and 1994. Page 10
Notes to the consolidated financial statements Pages 11-23

First-Knox Banc Corp:

Holding company only financial statements Page 22

Schedules have been omitted since they are either not required or not
applicable, or since the required information is shown in the financial
statements or related notes.

The following table provides certain information concerning the executive
compensation plans and arrangements required to be filed as exhibits to this
report:

Exhibit
Number Description Location
- ------- ----------- --------

10(a) Summary of Incentive Compensation Incorporated herein by
Plan dated December 9, 1983. reference to Exhibit 10(a)
to the Corporation's Annual
Report on Form 10-K For the
period ending December 31,
1992 (File No. 0-13161)
("1992 Form 10-K")

10(b) Employees Retirement Plan dated Incorporated herein by
January 1, 1984 reference to Exhibit 10(a)
to the Corporation's Annual
Report on Form 10-K for the
period ending December 31,
1986 (File No. 0-13161)
("1986 Form 10-K")

10(c) Supplemental Retirement Agreement Incorporated herein by
dated August 11, 1987 Reference to Exhibit 10(c)
to the 1992 Form 10-K

10(d) Non-qualified Stock Option and Incorporated herein by
Stock Appreciation Rights Plan reference to Exhibit 23 to
the Corporation's Form 10-K
for the period ending
December 31, 1989 (File No.
0-13161) (1989 Form 10-K)

12
13

10(e) First-Knox Banc Corp. Savings Incorporated herein by
Retirement Plan reference to Exhibit 10(e)
to the Corporation's Annual
Report on Form 10-K for the
period ending December 31,
1993 (File No. 0-13161)
("1993 Form 10-K")

10(g) First-Knox Banc Corp. Stock Option Incorporated herein by
And Stock Appreciation Rights Plan reference to exhibit 10(g)
to the March 31, 1995 Form
10-Q

10(h) Amendment to the 1990 Page 55
First-Knox Banc Corp. Stock Option
And Stock Appreciation Rights Plan
dated May 14, 1996

10(i) Employment Security Agreement, Incorporated herein by
dated July 12, 1996, between the reference to exhibit 10(j)
First-Knox National Bank of Mount to Park National Corporation
Vernon, Ohio and Carlos E. Watkins Form S-4 filed January 24, 1997
(identical agreements were entered (Registration No. 333-2417).
into with Gordon E. Yance and Ian
Watson)

(b) A report on Form 8-K, dated October 28,
1996 was filed regarding the Corporation's
entering into an Agreement and Plan of
Merger with Park National Corporation
of Newark, Ohio.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

First-Knox Banc Corp.
(Registrant)

By Carlos E. Watkins March 28, 1997
- --------------------
Carlos E. Watkins, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 28, 1997, by the following persons on behalf of
the Registrant and in the capacities indicated.

- -s- Philip H. Jordan, Jr.
Chairman of the Board of
Directors, and Director

- -s- Carlos E. Watkins -s- Maureen Buchwald
President & Director Director

- -s- Robert S. Gregg -s- Noel C. Parrish
Director Director

- -s- James J. Cullers -s- Kenneth W. Stevenson
Director Director

-s- Gordon E. Yance
Vice President, Treasurer (chief
financial officer and chief
accounting officer)

EXHIBIT LIST AND INDEX

FIRST-KNOX BANC CORP. FORM 10-K

for the Year Ended December 31, 1996

Exhibit

Number Description Location
- ------ ----------- --------

2(a) Agreement and Plan of Merger, dated Incorporated by reference
October 28, 1996, between Park to Exhibit 2(a) to Park
National Corporation and First-Knox National Corporation's
Banc Corp. Registration Statement
on Form S-4 filed January
24, 1997 (File No. 333-
20417)

2(b) Amendment to Agreement and Plan of Merger, Incorporated by reference
dated October 28, 1996, between Park to Exhibit 2(b) to Park
National Corporation and First-Knox National Corporation's
Banc Corp. Registration Statement on
Form S-4 filed January 24,
1997 (File No. 333-20417)

3(a)(1) Articles of Incorporation, as amended Incorporated herein by
on March 15, 1988. reference to Exhibit 3 to
the Corporation's Annual
Report on Form 10-K for the
period ending December 31,
1988 (File No. 0-13161)
("1988 Form 10-K")

3(a)(2) Amendment to Articles of Incorpora- Incorporated herein by
tion, April 10, 1990. reference to Exhibit 3 to
the Corporation's Form 10-K
for the period ending
December 31, 1990 (File No.
0-13161) ("1990 Form 10-K")

3(a)(3) Amendment to Articles of Incorpora- Incorporated herein by
tion, March 25, 1992. reference to Exhibit 3
to the Corporation's Form
10-K for the period ending
December 31, 1991 ("1991
Form 10-K")

3(a)(4) Amendment to Articles of Incorpora- Incorporated herein by
tion, March 29, 1994. reference to Exhibit 3
to the Corporation's Form
10-Q for the period ending
March 31, 1994

EXHIBIT LIST AND INDEX
FIRST-KNOX BANC CORP. FORM 10-K

For the Year Ended December 31, 1996
(Continued)

3(a)(5) Amendment to the Articles of Incorpora- Incorporated herein by
tion, March 28, 1995. reference to Exhibit 3
to the Corporation's Form
10-Q for the period ending
March 31, 1995

3(b)(1) Amendment to Code of Regulations Incorporated herein by
March 15, 1988 reference to Exhibit 3
to the 1987 Form 10-K

3(b)(2) Amendment to Code of Regulations Incorporated herein by
March 26, 1991 reference to Exhibit 3 to
the 1990 Form 10-K

3(b)(3) Amendment to Code of Regulations Incorporated herein
March 23, 1993 reference to Exhibit 3 to
the 1992 Form 10-K

4(b) First-Knox Banc Corp. Dividend Incorporated herein by
Reinvestment Plan reference to the
Corporation's Registration
Statement on Form S-3
(Registration No. 33-52590)

4(b)1 Amendment to the First-Knox Banc Incorporated herein by
Corp. Dividend Reinvestment Plan reference to exhibit 4(b)1
to the March 31, 1995 Form
10-Q

10(a) Summary of Incentive Compensation Incorporated herein by
Plan dated December 9, 1983. reference to Exhibit 10(a)
to the 1992 Form 10-K

10(b) Employees Retirement Plan dated Incorporated herein by
January 1, 1984. reference to Exhibit 10(a)
to the 1986 Form 10-K

10(c) Supplemental Retirement Agreement Incorporated herein by
dated August 11, 1987 reference to Exhibit
10(c) to the 1992 Form 10-K

16
17

EXHIBIT LIST AND INDEX
FIRST-KNOX BANC CORP. FORM 10-K
For the Year Ended December 31, 1996
(Continued)

10(d) Non-qualified Stock Option and Incorporated herein by
Stock Appreciation Rights Plan. reference to Exhibit 23
to the 1989 Form 10-K

10(e) First-Knox Banc Corp. Savings Incorporated herein by
Retirement Plan reference to Exhibit
10(e) to the 1993 Form 10-K

10(f) Project Services Agreement between Incorporated herein by
First-Knox National Bank and reference to Exhibit
Sverdrup Building Corporation 10(f)to the 1993 Form 10-K

10(g) First-Knox Banc Corp. Stock Option Incorporated herein by
And Stock Appreciation Rights Plan reference to exhibit 10(g)
to the March 31, 1995 Form
10-Q

10(h) Amendment to the 1990 Page 55
First-Knox Banc Corp. Stock Option
And Stock Appreciation Rights Plan
dated May 14, 1996

10(i) Employment Security Agreement, Incorporated herein by
dated July 12, 1996, between the reference to
First-Knox National Bank of Mount exhibit 10(j) to
Vernon, Ohio and Park National
(identical agreements were entered Corporation's Registration
into with Gordon E. Yance and Ian Statement on Form S-4 filed
January 24, 1997
(Registration No. 333-20417).

17
18

EXHIBIT LIST AND INDEX FIRST-KNOX BANC
CORP. FORM 10-K For the Year Ended December 31, 1996
(Continued)

11 Statement regarding computation Page 31 - Note 1 to
of per share earnings. consolidated financial
statements

13 First-Knox Banc Corp. Annual Report Page 19
to Shareholders for the Year Ended
December 31, 1996.

21 Subsidiaries of First-Knox Banc Corp. Page 56

23 Consent of Independent Accountants Page 57

27 Financial Data Schedule Page 58

99 Park National Corporation and First- Incorporated herein by
Knox Banc Corp. Joint Proxy reference to the Proxy
Statement/Prospectus dated March 20, 1997 Statement of First-Knox
which is included on pages
1-97 of the Park National
Corporation Registration
Statement on Form S-4
filed on March 20, 1997
(File No. 333-20417)