(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Not applicable
(e)	The Compensation Committee of the Board of Directors (the “Compensation Committee”) of Park National Corporation (Park) met on December 5, 2016 to determine the 2017 base salary (the 2017 Base Salary) for each of Parks executive officers, the incentive compensation for the twelve-month period ended September 30, 2016 (the “2016 Incentive Compensation”) to be paid to each of Parks executive officers and equity-based awards to be granted to Park’s executive officers effective on January 1, 2017. Both base salary and incentive compensation are based on Parks performance relative to its peer bank holding companies, measured in each case by the return on average equity for the twelve-month period ended September 30, 2016. The 2017 Base Salary is effective January 1, 2017 and the 2016 Incentive Compensation is expected to be paid in February 2017.
	The following schedule shows the 2017 Base Salary and the 2016 Incentive Compensation for each of Park’s executive officers:

Name	2016 Base Salary	2017 Base Salary	2016 Incentive Compensation
C. Daniel DeLawder	$575,000	$575,000	$265,000
David L. Trautman	$785,000	$785,000	$370,000
Brady T. Burt	$350,000	$350,000	$165,000

The following schedule shows the minimum/target number of PBRSUs
which may be earned (the Target Award) and the maximum number of
PBRSUs which may be earned (the Maximum Award) in respect of the
2017 PBRSU Award granted to each of the executive officers of
Park:

The number of PBRSUs earned and settled or, in the alternative,
forfeited will be based upon Parks performance, measured by Parks
cumulative return on average assets (ROA) for the three-year
performance period beginning January 1, 2017 and ending December
31, 2019 (the Performance Period), as compared to the cumulative
ROA results for the Performance Period for a peer group comprised
of bank holding companies with between $3 billion and $10 billion
in total consolidated assets (the Peer Group). However, no PBRSUs
will be earned by any executive officer if Parks consolidated net
income for each fiscal year during the Performance Period has not
equaled or exceeded an amount equal to 110% of all cash dividends
declared and paid by Park during such fiscal year.

Parks performance at the 50^th
percentile and the 80^th>percentile
of the Peer Groups performance will result in the executive
officers earning PBRSUs representing the Target Award and the
Maximum Award, respectively (interpolated on a straight line
basis for performance at percentiles between these specified
percentiles).

Any PBRSUs earned based on Parks performance relative to the Peer
Group will also be subject to a service-based vesting
requirement. One-half of the PBRSUs earned in respect of the
Performance Period will vest and be settled in Park common shares
(on a one-for-one basis) on the date the Compensation Committee
determines and certifies the number of PBRSUs earned in respect
of the Performance Period (the Certification Date) if the
executive officer is still employed by Park or one of Park’s
subsidiaries on the Certification Date. On the first anniversary
of the Certification Date, the other half of the PBRSUs earned in
respect of the Performance Period will vest and be settled in
Park common shares (on a one-for-one basis) if the executive
officer is still employed by Park or one of Park’s subsidiaries
on the first anniversary of the Certification Date. Subject to
the terms of the award agreement evidencing each PBRSU award,
none of the Park common shares received by an executive officer
upon settlement of earned and vested PBRSUs may be sold,
transferred, assigned or otherwise similarly disposed of by the
executive officer for a period of five years after the date of
settlement.

Each award agreement evidencing a PBRSU award also addresses
the effect of termination of employment of an executive officer
and the effect of a defined Change in Control for purposes of
the Park 2013 LTIP.

10.1	Form of Performance – Based Restricted Stock Unit Award Agreement to be used to evidence awards of performance-based restricted stock units under the Park National Corporation 2013 Long-Term Incentive Plan after December 5, 2016.