Park National (PRK)

Base Salary

The base salaries for the 2004 fiscal year reported in this proxy statement for Messrs. DeLawder, Trautman and Kozak were approved by the Compensation Committee on February 16, 2004. The actual base salary received by each of Park’s executive officers was based upon a subjective evaluation of the individual’s responsibilities and contributions and Park’s 2003 financial results. While these factors have a general influence on the determination of the amount of base salary to be paid to each executive officer, no specific weighting is given to any of these factors and the relevance of each factor varies from individual to individual. The Compensation Committee subjectively evaluated the individual responsibilities and contributions of each executive officer when determining salary levels for the 2004 fiscal year but believed that primary reliance should be placed on the incentive compensation plan for compensation adjustments from year to year.

On January 18, 2005, upon recommendation of the Compensation Committee, the Board of Directors approved the base salaries for each of Messrs. DeLawder, Trautman and Kozak for the fiscal year ending December 31, 2005 (the “2005 fiscal year”). The Compensation Committee also recommended that the cash compensation paid to these three executive officers during the 2005 fiscal year be split at 50% base salary and 50% incentive compensation. Messrs. DeLawder, Trautman and Kozak historically have received the majority of their total cash compensation in incentive compensation (59.3%, 59.3% and 56.8%, respectively in 2004). The Compensation Committee reviewed independently generated peer group information of similarly sized bank holding companies developed by SNL Securities which revealed that people holding these positions typically receive a majority of their cash compensation in base salary. To be more consistent with peers, and at management’s suggestion, 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 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. Accordingly, the base salaries for the 2005 fiscal year will be $464,240 for Mr. DeLawder, $307,108 for Mr. Trautman and $200,500 for Mr. Kozak.

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