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1.	To elect five directors, each to serve for a term of three years to expire at the Annual Meeting of Shareholders to be held in 2022.

2.	To consider and vote upon a non-binding advisory resolution to approve the compensation of Park’s named executive officers.

3.	To consider and vote upon a proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm of Park for the fiscal year ending December 31, 2019.

4.	To transact any other business which may properly come before the 2019 Annual Meeting.

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•	by paper proxy card;

•	by submitting voting instructions via the web site identified on your proxy card;

•	by submitting voting instructions via the web site identified in the e-mail sent to you if you registered for electronic delivery of proxy materials for the Annual Meeting;

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•	by submitting voting instructions by telephone via the telephone number identified on your proxy card; or

•	in person at the Annual Meeting.

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•	“FOR” the election as Park directors of the nominees identified below under the heading “ELECTION OF DIRECTORS (Proposal 1)”;

•	“FOR” the non-binding advisory resolution to approve the compensation of Park’s named executive officers as disclosed in this proxy statement; and

•	“FOR” the ratification of the appointment of Crowe LLP as Park’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

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•	Election of Directors (Proposal 1)

•	Approval of the Non-Binding Advisory Resolution to Approve the Compensation of Park’s Named Executive Officers (Proposal 2)

•	Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3)

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the relevant facts and circumstances of the relationships, whether direct or indirect and whether employment, commercial, industrial, banking, consulting, legal, accounting, charitable, familial or otherwise, between Park and/or any of our subsidiaries (including their divisions) and (i) each current director of Park (and the immediate family members of each current director) or (ii) the Former Director (and the immediate family members of the Former Director), in each case since January 1, 2016;

•	the compensation and other payments (including payments made in the ordinary course of providing business services) that (i) each current director of Park (and the immediate family members of each current director) or (ii) the Former Director (and the immediate family members of the Former Director):

•	has, directly or indirectly, received from or made to Park and/or any of our subsidiaries (including their divisions) since January 1, 2016; and

•	presently expects to receive, directly or indirectly, from or make to Park and/or any of our subsidiaries (including their divisions);

•	the relationship, if any, between (i) each current director of Park (and the immediate family members of each current director) or (ii) the Former Director (and the immediate family members of the Former Director) and each independent registered public accounting firm which has served as the outside auditor for Park and/or any of our subsidiaries (including their divisions) since January 1, 2016;

•	whether (i) any current director of Park (or any of the immediate family members of any current director) or (ii) the Former Director (or any immediate family member of the Former Director)

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•	whether (i) any current director of Park or (ii) the Former Director participated in the preparation of the financial statements of Park or any of our current subsidiaries at any time since January 1, 2016.

•	compensation received and expected to be received in the individual’s capacity as a director of Park and a director of Park National Bank (or a member of the board of directors of one of the divisions of Park National Bank);

•	non-preferential payments made or received in the ordinary course of providing business services (in the nature of payments of interest or proceeds relating to banking services or loans by one or more of Park National Bank and the divisions of Park National Bank);

•	ownership of common shares of Park;

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in the case of James R. DeRoberts, Stephen J. Kambeitz, Robert E. O’Neill, Rick R. Taylor, and Leon Zazworsky, ownership of 7% Subordinated Notes due April 20, 2022 issued by Park to them, to their immediate family members or to entities related to them or to their immediate family members and held by them or their immediate family members or entities related to them or to their immediate family members, which 7% Subordinated Notes due April 20, 2022 were repaid in full on April 24, 2017;

•	in the case of James R. DeRoberts, compensation received by the insurance agency (as to which he is a partner) for insurance and risk management consulting services provided to Park and our subsidiaries in an amount not exceeding $100,000 in each of Park’s past three fiscal years, and the fact that such insurance agency continues to provide such insurance and risk management consulting services;

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in the case of Alicia J. Hupp, the fact that she serves as a member of the Board of Directors of Wittenberg University and (i) the Park National Corporation Foundation has made donations to Wittenberg University totaling less than $25,000 in each of Park’s past three fiscal years and (ii) the Security National Bank Division has made nominal payments in support of Wittenberg University events from time to time, in each case with Ms. Hupp receiving no direct or indirect benefit in any capacity from the donations and payments made by the Park National Corporation Foundation and the Security National Bank Division;

•	in the case of Alicia J. Hupp, the fact that she serves as a member of the Board of Directors of the Greater Springfield Chamber of Commerce to which the Security National Bank Division

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•	in the case of Timothy S. McLain, compensation received by Mr. McLain’s brother (James L. McLain, II) in the capacity of James L. McLain, II as a member of the advisory board of directors of the Fairfield National Bank Division;

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in the case of Timothy S. McLain, the fact that the firm of Timothy S. McLain and James L. McLain, II has provided miscellaneous tax services to fiduciary customers of Park National Bank and the divisions of Park National Bank in a total amount not exceeding $50,000 in each of Park’s past three fiscal years, and continues to do so and that such services are not provided directly or indirectly to or for the benefit of Park, Park National Bank or any division of Park National Bank;

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in the case of Robert E. O’Neill, the fact that he serves as a member of the Governing Board of The Licking County Foundation and Park National Bank and the Park National Corporation Foundation have made donations in an aggregate amount totaling less than $80,000 in each of Park’s past three fiscal years, with Mr. O’Neill receiving no direct or indirect benefit in any capacity from the donations made by Park National Bank and the Park National Corporation Foundation;

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in the case of Robert E. O’Neill, the fact that he serves on the Board of Trustees of the Newark Campus Development Fund and the Park National Corporation Foundation has made donations in an amount totaling less than $150,000 in each of Park’s past three fiscal years, with Mr. O’Neill receiving no direct or indirect benefit in any capacity from the donations made by the Park National Corporation Foundation;

•	in the case of Julia A. Sloat, the fact that she serves as Senior Vice President – Treasury & Risk of American Electric Power, Inc., an electric public utility holding company that, through one or more of its affiliates, provides utility services to Park and Park’s subsidiaries;

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in the case of Julia A. Sloat, the fact that she served on the Board of Directors of Columbus 2020 from June 2016 to December 2018 and on the Board of Directors of the Ohio Chamber of Commerce from May 2016 to April 2018, and Park National Bank made nominal payments totaling less than $15,000 in each of Park’s past three fiscal years in respect of membership in and participation in events sponsored by these organizations, in each case with Ms. Sloat receiving no direct or indirect benefit in any capacity from the payments made by Park National Bank; and

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in the case of each of Timothy S. McLain, Robert E. O’Neill, Mark R. Ramser, Julia A. Sloat, Rick R. Taylor and Leon Zazworsky, the fact that he or she serves or served on the Board of Trustees/Directors of, or on a committee of, a non-profit organization to which Park National Bank or the Park National Corporation Foundation made nominal donations not exceeding $50,000 in each of Park’s past three fiscal years, with the applicable current Park director or the Former Director receiving no direct or indirect benefit in any capacity from the donations made.

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•	whether the candidate has exhibited behavior indicating a commitment to the highest ethical standards;

•	whether the candidate has special skills, expertise and background that would complement the attributes of the incumbent Park directors, taking into consideration the diverse communities and geographies in which Park and our subsidiaries operate;

•	whether the candidate has achieved prominence in his or her business, governmental or professional activities, and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that members of the Park Board of Directors are called upon to make;

•	whether the candidate possesses a willingness to challenge management while working constructively as a part of a team in an environment of collegiality and trust; and

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•	whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a director. Directors are to advise the Chairman of the Board and the Chair of the Nominating Committee in advance of accepting an invitation to serve on another public company board.

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•	the name and address of each proposed nominee;

•	the principal occupation of each proposed nominee;

•	the total number of Park common shares that will be voted for each proposed nominee;

•	the name and residence address of the nominating shareholder; and

•	the number of Park common shares beneficially owned by the nominating shareholder.

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•	The Chief Executive Officer’s day-to-day management and operation of Park and execution of Park’s strategy provides the Chief Executive Officer with a comprehensive understanding of Park’s performance and strategic priorities, which is crucial for participating in discussions with the Board of Directors and executing strategy.

•	The Chief Executive Officer, working closely with the Chairman of the Board, supplemented by the Lead Director position, promotes strategy development and execution and facilitates the flow of information between management and the Board of Directors, which are essential to effective corporate governance.

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Taken together, the Lead Director position, and the Chief Executive Officer and the Chairman of the Board positions foster clear accountability, effective decision-making and alignment on corporate strategy. The Chairman of the Board and the Lead Director confer on the calendar and agendas for the meetings of the Board of Directors and the Lead Director chairs the executive session of each Board meeting, reporting the results of those executive sessions to the Chairman of the Board. The Lead Director also has the authority to call meetings of the independent directors.

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Leon Zazworsky, in his capacity as the Lead Director, serves as liaison between the Chief Executive Officer, the Chairman of the Board and the independent directors. As discussed in his biographical information, Mr. Zazworsky has decades of experience not only with the Park organization, but also as the owner/operator of several successful private businesses. Park’s management and Board of Directors believe he has executed and will continue to execute his Lead Director duties with the same care and concern he has brought to the Board of Directors of Park National Bank (Park’s lead subsidiary) since 1991 and to the Park Board of Directors since 2003.

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•	overseeing the accounting and financial reporting processes of Park and our subsidiaries;

•	overseeing the audits of the consolidated financial statements of Park and reviewing the annual and interim consolidated financial statements of Park (and related disclosures) with Park’s independent registered public accounting firm and Park’s management;

•	appointing, compensating and overseeing the work and the independence of the independent registered public accounting firm engaged by Park for the purpose of preparing or issuing an audit report or performing related work for Park or any of our subsidiaries;

•	reviewing and evaluating the experience and qualifications of the lead partner and other senior members of the audit team of Park’s independent registered public accounting firm and ensuring that all partner rotations, as required by applicable laws and regulations, are executed;

•	discussing with Park’s independent registered public accounting firm the matters required to be communicated to the Audit Committee under applicable auditing standards;

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•	determining hiring policies for employees or former employees of Park’s independent registered public accounting firm;

•	appointing and determining the compensation for the Chief Auditor (the Head of the Internal Audit Department), reviewing and approving the Internal Audit Department budget, determining the compensation for all of the staff auditors, reviewing and approving the Internal Audit Procedures Manual and overseeing the work of the Internal Audit Department;

•	performing an annual independent performance evaluation of Park’s Chief Auditor;

•	instituting procedures for the receipt, retention and treatment of complaints received by Park regarding accounting, internal accounting controls or auditing matters, which procedures are outlined in Park’s Code of Business Conduct and Ethics;

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reviewing and overseeing procedures designed to identify “related person” transactions that are material to Park’s consolidated financial statements or otherwise require disclosure under any applicable laws, rules and regulations and, when appropriate, approving any such “related person” transactions, including those involving Park and/or any of our subsidiaries in which a director or executive officer of Park, or any member of his or her immediate family, has a direct or indirect interest;

•	preparing the report of the Audit Committee to be integrated into Park’s annual proxy statement as well as reviewing any other information related to the duties and responsibilities of the Audit Committee required to be disclosed under applicable laws, rules and regulations;

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discussing with Park’s management Park’s processes regarding compliance with applicable laws, rules and regulations and with Park’s Code of Business Conduct and Ethics, with the Audit Committee having the authority to investigate and take any action it deems appropriate with respect to any alleged violation of Park’s Code of Business Conduct and Ethics by any of the officers or directors of Park or our subsidiaries;

•	reviewing all significant regulatory examination findings requiring corrective action or relating to Park’s consolidated financial statements, internal controls or accounting policies;

•	assisting the Board of Directors in the oversight of:

•	the integrity of Park’s consolidated financial statements and the effectiveness of Park’s internal control over financial reporting;

•	the performance of Park’s independent registered public accounting firm and Park’s Internal Audit Department;

•	the independent registered public accounting firm’s qualifications and independence; and

•	the legal and regulatory compliance and ethics programs established by Park’s management and the full Board of Directors, including the Code of Business Conduct and Ethics.

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•	periodically reviewing with Park’s management and approving the general compensation policy for the executive officers of Park and those other employees of Park and our subsidiaries whom the full Board of Directors directs or required by any applicable laws, rules or regulations;

•	evaluating the performance of Park’s executive officers in light of goals and objectives approved by the Compensation Committee and determining those executive officers’ compensation based on that evaluation;

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administering Park’s incentive compensation plans, equity-based plans (in particular, the Park National Corporation 2013 Long-Term Incentive Plan or the “2013 LTIP” and the Park National Corporation 2017 Long-Term Incentive Plan for Employees or the “2017 Employees LTIP”) and any other plans requiring Compensation Committee administration and approving awards as required to comply with applicable laws, rules and regulations;

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•	reviewing the relationship between achievement of incentive compensation goals and any accounting adjustments recommended by Park’s management and meeting with representatives of the Audit Committee, as appropriate, in making any related determinations;

•	overseeing the preparation of the compensation discussion and analysis (and related disclosures) and recommending to the full Board of Directors the inclusion of such compensation discussion and analysis in the annual proxy statement of Park in accordance with applicable NYSE American Rules and applicable SEC rules;

•	approving the Compensation Committee Report to be included in the annual proxy statement of Park in accordance with applicable SEC rules;

•	recommending to the full Board of Directors the compensation for directors;

•	reviewing and making recommendations to the full Board of Directors with respect to incentive compensation plans and equity-based plans in accordance with applicable laws, rules and regulations;

•	reviewing and approving any compensation-related matters to be considered by the shareholders at the annual meeting of shareholders and recommending any actions to be taken by the full Board of Directors with respect to those proposals;

•	reviewing and making recommendations to the full Board of Directors regarding the frequency with which Park should submit to Park’s shareholders an advisory vote on the compensation of Park’s named executive officers, taking into account any prior shareholder advisory vote on such frequency;

•	reviewing the results of any shareholder advisory vote on the compensation of Park’s named executive officers and evaluating the executive compensation policies and practices of Park and our subsidiaries in light of such advisory vote;

•	annually reviewing the risks that arise from the compensation policies and practices of Park and our subsidiaries and determining whether such risks are reasonably likely to have a material adverse effect on Park;

•	reviewing the regulatory compliance of compensation programs, including overseeing Park’s policies on structuring compensation programs to preserve tax deductibility, and as and when required, establishing performance goals and certifying that performance goals have been attained;

•	reviewing and assessing the independence of the Compensation Committee’s compensation consultants, legal counsel and other advisers, in accordance with applicable NYSE American Rules and applicable SEC rules; and

•	reviewing and evaluating any conflict of interest raised by the work performed by any compensation consultant for the Compensation Committee or Park and/or our subsidiaries and recommending any actions to be taken by Park and/or our subsidiaries.

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•	reviews and approves Park’s risk management framework;

•	receives and reviews reports from Park’s Chief Risk Officer regarding Park’s risk assessment and risk profile;

•	reviews and approves items related to Park’s Loan Review function, in particular with respect to the commercial loan portfolio;

•	reviews and approves Park’s activity relative to new initiatives;

•	provides oversight with respect to Park’s model risk management and third-party risk management activities;

•	reviews Park’s overall compliance risk profile;

•	reviews regulatory findings directed to the attention of the Board of Directors, assesses the adequacy of management’s response to material regulatory findings and monitors compliance with management’s response; and

•	performs an annual independent performance evaluation of Park’s Chief Risk Officer.

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•	David L. Trautman, Chief Executive Officer (the “CEO”)/President

•	C. Daniel DeLawder, Chairman of the Board (the “Chairman”)

•	Brady T. Burt, Chief Financial Officer, Secretary and Treasurer (the “CFO”)

•	Net income increased by 31% (from $84.2 million for 2017 to $110.4 for 2018).

•	Return on average assets (“ROAA”) increased to 1.45% for 2018 from 1.09% for 2017.

•	Return on average common equity (“ROAE”) increased to 14.08% for 2018 versus 11.15% for 2017.

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Return on average tangible common equity (“ROATE”) increased to 16.05% for 2018 from 12.33% for 2017. ROATE is calculated by dividing net income for the applicable year by average tangible equity (which excludes the impact of average goodwill and other intangibles on average shareholders’ equity) during such year. Average goodwill and other intangibles were $96.4 million for 2018 and $72.3 million for 2017.

•	Park maintained strong capital and sustained a consistent level of dividends paid for the last eleven years, while many financial services holding companies curtailed or eliminated dividends during at least a portion of that period. In fact, Park increased the amount of dividends declared in 2018 by 8% from those declared in 2017.

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Lower is better. Efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income. Additional information about the calculation of this measure can be found in “Table 40 – Consolidated Five-Year Selected Financial Data” and the accompanying disclosure in the section of Park’s 2018 Annual Report captioned “MANAGEMENT’S DISCUSSION AND ANALYSIS” and incorporated by reference into ITEM 6. SELECTED FINANCIAL DATA of Park’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2018.

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100% performance-based long-term incentives: Park’s executive officers are granted 100% of their long-term incentive compensation as equity-based compensation in the form of PBRSUs which are earned based on the cumulative ROAA for a three-fiscal-year performance period as compared to the cumulative ROAA results for the $3 billion to $10 billion Industry Index for that same period. In addition, in order to earn any of the PBRSUs, Park’s consolidated net income for each fiscal year within the performance period must be equal to or greater than 110% of all cash dividends declared and paid during each applicable fiscal year. Additionally, PBRSUs have a more challenging payout curve than market practice as they require median relative performance for target payouts and 80th percentile performance to receive a maximum payout.

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Significant vesting periods: PBRSUs earned based upon the financial results for the three‑fiscal‑year performance period, are subject to additional vesting requirements. One‑half of the PBRSUs earned will vest on the date the Compensation Committee certifies the results for the applicable performance period, with the remaining 50% of the earned PBRSUs vesting on the first anniversary of the certification date.

•	Additional holding requirements: Common shares received upon settlement of earned and vested PBRSUs cannot be sold, transferred, assigned or otherwise similarly disposed of for five years after the date they are delivered.

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Limited executive benefits: NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into supplemental executive retirement benefits agreements (“SERP Agreements”) with the NEOs which are intended to provide total retirement benefits (in terms of income replacement) that are comparable to those available to other employees in the Park organization with similar years of service.

•	No employment agreements: Park does not offer employment contracts, specific change-in-control agreements or termination benefits to the NEOs, in contrast to practices which are fairly common among other financial services holding companies of Park’s asset size. The impact of

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•	Strong shareholder support: At the 2018 Annual Meeting, Park’s shareholders approved Park’s executive compensation program through the annual “say on pay” vote, with approximately 97.6% of the total votes cast (excluding abstentions) voting “FOR” approval.

•	Base salary, which rewards an NEO’s skills, competencies, experience and individual performance. Base salaries are set based on the NEO’s duties and responsibilities, market pay levels and individual performance.

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Annual incentive compensation for Messrs. Trautman, Burt and DeLawder, which is discretionary in nature. While discretionary, actual incentive compensation awards take into consideration both Park’s ROAA and Park’s ROAE, in each case relative to other financial services holding companies in the $3 billion to $10 billion Industry Index and in the Midwest Regional Compensation Peer Group as well as subjective evaluations by the Compensation Committee and the Executive Committee of the Park Board of Directors. Net income for Park for the twelve-month period ended September 30, 2018 was $107.0 million (representing ROAA of 1.40% or performance at the 77th percentile of the $3 billion to $10 billion Industry Index and ROAE of 13.89% or performance at the 81st percentile of the $3 billion to $10 billion Industry Index) compared to $81.4 million (representing ROAA of 1.06% or performance at the 57th percentile of the $3 billion to $10 billion Peer Group and ROAE of 10.9% or performance at the 66th percentile of the $3 billion to $10 billion Industry Index) for the twelve-month period ended September 30, 2017. Cash incentive awards earned for performance for the twelve-month period ended September 30, 2018 were 47%, 53% and 46% of the respective 2018 base salaries for each of Messrs. Trautman, Burt and DeLawder, respectively. This represented increases of 43%, 25% and 25% in the level of incentive compensation for the twelve-month period ended September 30, 2018 for each of Messrs. Trautman, Burt and DeLawder as compared to the level of incentive compensation for the twelve-month period ended September 30, 2017. The Compensation Committee of the Park Board of Directors felt that since net income for the twelve-month period ended September 30, 2018 increased compared to the net income for the twelve-month period ended September 30, 2017, incentive compensation for the NEOs should increase as well.

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Long-term incentives in the form of PBRSUs which will vest based on Park’s cumulative ROAA for the three‑fiscal‑year performance period from January 1, 2018 through December 31, 2020 compared to the cumulative ROAA results of the $3 billion to $10 billion Industry Index for the same period. PBRSUs reward the NEOs for long-term financial results that are comparable to or better than those of other similarly-sized financial services holding companies, build ownership of Park common shares, strengthen alignment with shareholders’ interests and help retain key employees who are critical to Park’s long-term success.

•	On December 4, 2017, the Compensation Committee granted awards of PBRSUs under the 2017 Employees LTIP to the NEOs with an effective date of January 1, 2018. The grant date target fair value of these awards ranged from approximately 25% to 40% of the NEOs’ respective 2018

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•	Attracts, rewards and retains NEOs and other highly-qualified employees.

•	Motivates NEOs as well as other employees to achieve Park’s annual and long-term goals.

•	Rewards individual effort and performance with the primary objectives of improving ROAE as well as ROAA.

•	Considers the pay levels of the NEOs relative to executive officers serving in comparable positions at financial services holding companies in the Midwest Regional Compensation Peer Group. We review our performance relative to the Midwest Regional Compensation Peer Group as well as the broader $3 billion to $10 billion Industry Index.

•	Encourages ownership of Park common shares by the NEOs and other senior leadership to foster a culture of ownership and increase their alignment with shareholders’ interests.

•	Compensation Committee

•	NEOs

•	Other Senior Leadership

•	Outside Advisors

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•	The shareholders’ advisory vote at the 2018 Annual Meeting regarding management’s proposal for approval of the compensation of Park’s NEOs.

•	Park’s continued strong financial performance in 2017 and 2018, as shown in the section captioned “Executive Summary – Performance Highlights.”

•	Park’s performance in comparison to the financial services holding companies in each of the $3 billion to $10 billion Industry Index and the Midwest Regional Compensation Peer Group, as shown in the section captioned “Executive Summary – Performance Highlights.”

•	Pay practices at the financial services holding companies in the Midwest Regional Compensation Peer Group.

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•	Base salary levels of similarly-situated executive officers at financial services holding companies of similar asset size and the base salary increases of executive officers of those other financial services holding companies in general and the financial services holding companies in the Midwest Regional Compensation Peer Group in particular.

•	The merit increase budget for other senior leadership and employees within the Park organization.

•	The Compensation Committee’s evaluation of the performance of the CEO/President and his evaluation of the performance of the Chairman and the CFO.

•	Park’s ROAE in 2017, which continued to represent one of the highest levels among the financial services holding companies in the Midwest Regional Compensation Peer Group.

•	No change to Mr. Trautman’s 2017 base salary of $785,000, reflecting the evaluation by the Compensation Committee and the full Board of Directors of Mr. Trautman’s individual performance and the base salaries for other executive officers with similar duties at companies in the Midwest Regional Compensation Peer Group.

•	No change to Mr. DeLawder’s 2017 base salary of $575,000, reflecting the CEO/President’s evaluation of Mr. DeLawder’s individual performance and the base salaries for other executive officers with similar duties at companies in the Midwest Regional Compensation Peer Group.

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•	No change to Mr. Burt’s 2017 base salary of $350,000, reflecting Mr. Burt’s individual performance and the base salaries for other executive officers with similar duties at companies in the Midwest Regional Compensation Peer Group.

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Park’s ROAE for the twelve months ended September 30, 2018 relative to the levels of ROAE for the financial services holding companies in the Midwest Regional Compensation Peer Group and the $3 billion to $10 billion Industry Index for the same period. Park’s ROAE of 13.89% for the twelve months ended September 30, 2018 was at the 81st and the 95th percentile for the $3 billion to $10 billion Industry Index and the Midwest Regional Compensation Peer Group, respectively.

•	Park’s anticipated overall performance for the 2018 fiscal year as measured by Park’s ROAE and net income for the twelve months ended December 31, 2018. Park’s actual performance reflected $110.4 million in net income and ROAE of 14.08%.

•	Compensation levels of the NEOs relative to those of similarly-situated executive officers at the financial services holding companies in the Midwest Regional Compensation Peer Group.

•	The Board of Directors’ evaluation of the performance of the CEO/President and the evaluation by the CEO/President of the performance of the Chairman and the CFO.

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•	the requirement that annual net income for each fiscal year within the performance period exceed at least 110% of dividends paid in the applicable fiscal year;

•	no PBRSUs will be earned for results below the 50th percentile of the $3 billion to $10 billion Industry Index as measured by ROAA;

•	the maximum number of PBRSUs will be earned for ROAA results at the 80th percentile of the $3 billion to $10 billion Industry Index; and

•	awards are subject to a five-year post-vesting holding requirement.

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The NEOs participate in the Park Defined Benefit Pension Plan (the “Park Pension Plan”) on the same terms and conditions as other employees. The Park Pension Plan provides all participants, including the NEOs, a benefit based on the same formula of years of service and compensation, subject to limitations imposed by the Internal Revenue Code on the amount of annual compensation used to determine plan benefits and on the amount of plan benefits payable annually. The Park Pension Plan is discussed under the caption “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan.”

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The NEOs and other employees are eligible to participate in the Park KSOP. Under the Park KSOP, eligible employees can defer a portion of their cash compensation (base salary and bonus/annual incentive compensation) and receive matching contributions by Park. In March 2018, Park’s matching contributions increased from the then current 25% to 50% of the cash compensation contributed by an employee, up to the annual limits imposed under the Internal Revenue Code and U.S. Treasury regulations, in order to balance the cost of the Park KSOP with a desire to encourage employees to save for retirement. While Park’s contributions are made in the form of Park common shares to help build stock ownership, participants have the ability to diversify their accounts into other investments, including mutual funds and a “bank savings account” held at Park National Bank.

•	NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into supplemental executive retirement benefits agreements (“SERP Agreements”) with the NEOs. Each of Messrs. Trautman and DeLawder is party to a SERP Agreement with Park made as of February 18, 2008. Supplemental SERP Agreements were

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Park National Bank has also entered into two forms of split-dollar agreements (“Split-Dollar Agreements”) with the NEOs. One form of Split-Dollar Agreement (the “Maximum Benefit Split-Dollar Agreements”) provides for the payment of benefits in an amount which is equal to the lesser of (i) a specified “Death Benefit” (the amount of which will be reduced if the NEO dies after he has terminated employment with Park National Bank) and (ii) 100% of the difference between the total death proceeds payable under the related life insurance policy(ies) and the cash surrender value of such life insurance policy(ies) at the time of the NEO’s death. Park National Bank will receive the balance of the death proceeds not paid to an NEO’s beneficiary(ies). The reduction in the amount payable under each Maximum Benefit Split-Dollar Agreement following the termination of an NEO’s employment reflects the fact that the life insurance policies related to the Maximum Benefit Split-Dollar Agreements also serve to fund the benefits paid under the SERP Agreements and the NEO will have received those SERP Agreement benefits after his termination of employment.

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•	Park has not historically entered into employment or specific change-in-control agreements with executive officers as part of its compensation program. However, as previously noted, there are change in control provisions in the SERP Agreements, in the Split‑Dollar Agreements entered into in 2015 and in the award agreements evidencing PBRSUs granted under the 2013 LTIP and the 2017 Employees LTIP.

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the annual incentive compensation program does not create incentives for Park’s NEOs or other employees of Park and our subsidiaries to take unnecessary and excessive risks because the amount of the payment to any individual is discretionary and based in significant part on Park’s performance in comparison to other financial services holding companies in the $3 billion to $10 billion Industry Index and the Midwest Regional Compensation Peer Group – the latter being a factor over which employees have little control;

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the types of awards granted under the 2017 Employees LTIP – i.e., PBRSUs with performance-based earning and service-based vesting requirements, together with a five-year post-vesting holding requirement, do not create incentives for recipients of the awards to take unnecessary and excessive risks because the number of PBRSUs earned is based on Park’s comparative performance and the service-based vesting and post-vesting holding requirements align the long-term interests of the recipients of PBRSU awards with those of Park’s shareholders generally;

•	the miscellaneous incentive plans do not create incentives for the NEOs or other employees of Park and its subsidiaries to take unnecessary and excessive risks because the amounts payable under these informal arrangements are not a material element of compensation; and

•	none of the other plans or arrangements create incentives for the NEOs or other employees of Park and our subsidiaries to take unnecessary and excessive risks because the amounts payable under these plans and arrangements are not contingent on Park’s financial or other performance.

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the annual incentive compensation program does not contain features that would encourage the manipulation of Park’s reported earnings to enhance the compensation of any individual employee(s) because the amount of the payment to any individual is discretionary and based in significant part on Park’s performance in comparison to other financial services holding companies in the $3 billion to $10 billion Industry Index and the Midwest Regional Compensation Peer Group – the latter being a factor over which employees have little control;

•

the types of awards granted under the 2017 Employees LTIP do not contain features that would encourage the manipulation of Park’s reported earnings to enhance the compensation of any individual employee(s) because the number of PBRSU awards earned is based on Park’s comparative performance and the service-based vesting and post-vesting holding requirements align the long-term interests of the recipients of PBRSU awards with those of Park’s shareholders generally; and

•	the miscellaneous incentive plans do not contain features that would encourage the manipulation of Park’s reported earnings to enhance the compensation of any individual employee(s) because

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•	$3,252, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2018;

•	$9,065, representing the matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2018 pre-tax elective deferral contributions;

•	$7,850, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2018; and

•	$38,289, representing the amount of cash paid to Mr. Trautman with respect to dividend equivalent rights which vested on March 31, 2018 as described more fully under the heading “Equity Awards Exercised and Vested.”

•	$2,857, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2017;

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$3,917, representing the final matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2017 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2017” included in Park’s Proxy Statement for the 2018 Annual Meeting, $583 was forfeited in 2017 in conjunction with the partial refund of Mr. Trautman’s 2017 pre-tax elective deferral contributions);

•	$7,246, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2017; and

•	$16,769, representing the amount of cash paid to Mr. Trautman with respect to dividend equivalent rights which vested on March 31, 2017.

•	$2,652, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2016;

•

$3,749, representing the final matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2016 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2016” included in Park’s Proxy Statement for the 2017 Annual Meeting, $751 was forfeited in 2017 in conjunction with the partial refund of Mr. Trautman’s 2016 pre-tax elective deferral contributions); and

•	$6,297, representing the amount of the premium deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2016.

•	$601, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2018;

•	$7,231, representing the matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2018 pre-tax elective deferral contributions;

•	$2,047, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2018; and

•	$16,404, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 31, 2018 as described more fully under the heading “Equity Awards Exercised and Vested.”

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•	$511, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2017;

•

$3,917, representing the final matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2017 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2017” included in Park’s Proxy Statement for the 2018 Annual Meeting, $583 was forfeited in 2017 in conjunction with the partial refund of Mr. Burt’s 2017 pre‑tax elective deferral contributions);

•	$1,859, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2017; and

•	$6,288, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 31, 2017.

•	$491, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2016;

•

$3,749, representing the final matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2016 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2016” included in Park’s Proxy Statement for the 2017 Annual Meeting, $751 was forfeited in 2017 in conjunction with the partial refund of Mr. Burt’s 2016 pre-tax elective deferral contributions); and

•	$1,624, representing the amount of the premium deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2016.

•	$8,553, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2018;

•	$9,250, representing the matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2018 pre-tax elective deferral contributions;

•	$12,899, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2018; and

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•	$38,289, representing the amount of cash paid to Mr. DeLawder with respect to dividend equivalent rights which vested on March 31, 2018 as described more fully under the heading “Equity Awards Exercised and Vested.”

•	$7,358, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2017;

•

$3,917, representing the final matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2017 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2017” included in Park’s Proxy Statement for the 2018 Annual Meeting, $583 was forfeited in conjunction with the partial refund of Mr. DeLawder’s 2017 pre-tax elective deferral contributions);

•	$12,130, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2017; and

•	$16,769, representing the amount of cash paid to Mr. DeLawder with respect to dividend equivalent rights which vested on March 31, 2017.

•	$6,660, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during 2016;

•

$3,749, representing the final matching contribution to the Park KSOP on Mr. DeLawder’s behalf to match his 2016 pre-tax elective deferral contributions (of the $4,500 matching contribution which had been reported in the “Summary Compensation Table for 2016” included in Park’s Proxy Statement for the 2017 Annual Meeting, $751 was forfeited in 2017 in conjunction with the partial refund of Mr. DeLawder’s 2016 pre-tax elective deferral contributions); and

•	$11,076, representing the amount of the premium deemed to have been paid on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during 2016.

•	the annual total compensation of the CEO, as reported in the Summary Compensation Table for 2018, which was $1,807,467;

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•	the annual total compensation of the median employee of all employees of Park and its subsidiaries (other than the CEO), which was $46,263; and

•	the ratio of (i) the annual total compensation of the CEO to (ii) the annual total compensation of the median employee, which was 39.07 to 1.

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•	29% of the average monthly compensation of the employee reduced for expected years of service at normal retirement less than 25; or

•	29% of the average monthly compensation plus 16% of the average monthly compensation in excess of one-twelfth of covered compensation reduced for expected years of service at normal retirement less than 35.

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•	a benefit to be paid during the employee’s lifetime with one-half of the benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit to be paid during the employee’s lifetime with three-fourths of the benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit to be paid during the employee’s lifetime with the same benefit to be continued to be paid to the employee’s spouse for his or her lifetime after the employee’s death;

•	a benefit payable in equal installments during the employee’s lifetime;

•	a benefit to be paid for 120 months certain and thereafter for life; or

•	an unlimited lump-sum settlement for retirees and a lump-sum settlement under $15,000 (applicable since October 1, 2013) for vested employees who have not yet attained retirement age.

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•	the consummation (execution in the case of the Trautman 2008 SERP Agreement) of an agreement for the sale of all, or a material portion, of the assets of Park National Bank (Park in the case of the Trautman 2008 SERP Agreement);

•	the consummation of a merger or recapitalization of Park National Bank (Park in the case of the Trautman 2008 SERP Agreement), or any merger or recapitalization, whereby Park National Bank (Park in the case of the Trautman 2008 SERP Agreement) is not the surviving entity; or

•	the acquisition, directly or indirectly, of the beneficial ownership of 25% or more of the outstanding voting securities of Park National Bank or Park by any person or group.

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•

If an NEO dies or terminates employment with Park and our subsidiaries due to disability at any time during the applicable three-fiscal-year performance period, a prorated portion of the PBRSUs will vest on the last day of the applicable performance period based on the number of PBRSUs that would have been earned based on the actual level of performance achieved during the applicable performance period and the quotient of the number of full calendar months elapsed between the grant date and the date of death or termination of employment due to disability, as appropriate, divided by the number of months in the applicable performance period.

•	If an NEO dies or terminates employment with Park and our subsidiaries due to disability after the applicable performance period has ended but before the service-based vesting requirements have been satisfied, the outstanding unvested PBRSUs will immediately vest.

•	If an NEO retires (i.e., has a “normal retirement” or an “early retirement” for purposes of the Park Pension Plan), at any time during the applicable three-fiscal-year performance period:

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•	all outstanding unvested PBRSUs granted prior to December 5, 2016, will be forfeited unless the Compensation Committee, in its sole discretion, determines that all or a portion of the PBRSUs should vest; and

•

all outstanding unvested PBRSUs granted on or after December 5, 2016, will vest on a pro-rated basis on the last day of the performance period based on the number of PBRSUs that would have been earned based on the actual level of performance achieved during the applicable performance period and the quotient of the number of full calendar months elapsed between the grant date and the date of termination of employment due to retirement divided by the number of months in the performance period.

•	If an NEO retires after the applicable performance period has ended but before the service-based vesting requirements have been satisfied:

•	all outstanding unvested PBRSUs granted prior to December 5, 2016, will be forfeited unless the Compensation Committee, in its discretion, determines that all or a portion of the PBRSUs should vest; and

•	all outstanding unvested PBRSUs granted on or after December 5, 2016, will immediately vest.

•	If an NEO’s employment with Park and our subsidiaries terminates for any other reason, including for “cause” (as defined in the 2013 LTIP and the 2017 Employees LTIP), all unvested PBRSUs will be immediately forfeited.

•	In the event of a “change in control” (as defined in the 2013 LTIP and the 2017 Employees LTIP),

•

Each NEO will immediately vest in all unvested PBRSUs granted prior to December 5, 2016, as though the cumulative ROAA of Park as compared to the cumulative ROAA results of the $3 billion to $10 billion Peer Group had been achieved at the 50th percentile of the Peer Group and the other performance‑based criteria for vesting as well as the service‑based vesting requirements had been satisfied as of the date of the change in control; and

•

Each NEO will immediately vest in all unvested PBRSUs granted on or after December 5, 2016 as though the cumulative ROAA of Park as compared to the cumulative ROAA results of the $3 billion to $10 billion Industry Index had been achieved at the level of achievement (i.e., the percentile of the $3 billion to $10 billion Industry Index) which would have been achieved if the performance period had begun as of the first date of the performance period applicable to such PBRSUs and ended on December 31 of the fiscal year most recently completed before the change in control as long as the other performance-based criteria for vesting had been satisfied as of the date of the change in control. The service-based vesting requirement will be deemed satisfied as of the date of the change in control.

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•	after the NEO’s termination of employment with Park National Bank and its affiliates, the NEO has not been employed by another financial services firm unless the NEO has terminated employment within 12 months after a change in control; and

•	the NEO’s termination of employment from Park National Bank has not been for cause as determined by the Board of Directors of Park National Bank.

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•	the balance of the NEO’s account under the Park KSOP;

•	unused vacation pay; and

•	to the extent not previously paid, amounts accrued and vested under the Park Pension Plan which will be paid in accordance with the terms of the Park Pension Plan, as discussed in more detail in the section captioned “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan.”

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•	reviewed the work performed by Park’s Internal Audit Department;

•

monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and other applicable regulatory requirements, reviewed a report from management and Park’s Internal Audit Department regarding the design, operation and effectiveness of internal control over financial reporting, and reviewed an audit report from Crowe LLP regarding Park’s internal control over financial reporting;

•	reviewed the audit plan and scope of the audit with Crowe LLP and discussed with Crowe LLP the matters required to be discussed in accordance with the standards of the PCAOB, including Auditing Standard No. 1301 (Communications with Audit Committee);

•	reviewed and discussed with management and Crowe LLP the consolidated financial statements of Park for the 2018 fiscal year;

•	reviewed management’s representations that those consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and fairly present the consolidated results of operations and financial position of Park and Park’s subsidiaries;

•	received the written disclosures and the letter from Crowe LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Crowe LLP’s communications with the Audit Committee concerning independence, and discussed with Crowe LLP that firm’s independence;

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•	reviewed all audit and non-audit services performed for Park and Park’s subsidiaries by Crowe LLP and considered whether the provision of non-audit services was compatible with maintaining that firm’s independence from Park and Park’s subsidiaries; and

•	discussed with management and Park’s Internal Audit Department Park’s systems to monitor and manage business risk, and Park’s legal and ethical compliance programs.

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