EX-10.41



 





Exhibit 10.41




AMENDMENT TO EMPLOYMENT AGREEMENT




     This Amendment (the “Amendment”) to the Employment Agreement dated November 1, 2004 (the
“Agreement”) is made as of this 1st day of November, 2005 between Terri L. Cable
(“Cable”) and FirstMerit Corporation (“Corporation”), its subsidiaries and affiliates
(“FirstMerit”).



RECITALS




     A. Cable and FirstMerit entered into the Agreement, pursuant to which Cable was employed by
FirstMerit a Executive Vice President Wealth Services.



     B. Cable and FirstMerit now desire to amend the Agreement to modify the term of the agreement
and accurately reflect her duties as President and Chief Executive Officer, Columbus Region.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



     1. Employment Duties. The paragraph contained in Section 1 of the Agreement shall be
deleted in its entirely and replaced by the following paragraph:



          During the term of this Agreement, Cable shall serve as Executive Vice President of the
Corporation and President and Chief Executive Officer, Columbus Region of FirstMerit Bank N.A., and
shall have responsibility to structure, grow and enhance FirstMerit’s business operations in the
Columbus Region and/or such other or additional responsibilities as otherwise may be assigned
commensurate with Cable’s executive position (the “Assigned Duties”). The Senior Executive Vice
President of the Corporation shall, from time to time and subject to modification at any time and
at his sole discretion, hereafter assign such responsibilities and duties to Cable as he may deem
appropriate; provided, however that such responsibilities and duties are generally consistent with
Cable’s Assigned Duties and her position with FirstMerit. Cable shall faithfully, diligently,
competently and to the best of her ability, carry out those responsibilities and duties as
described herein as assigned from time to time by the Senior Executive Vice President of the
Corporation.




     2. Term of Agreement. The first two sentences contained in Section 2 of the Agreement
shall be deleted in their entirety and replaced by the following two sentences:



          The term of this Agreement shall continue until December 31, 2008, unless such term is earlier
terminated as herein provided (the “Agreement Period”). Cable and FirstMerit agree that on January
1, 2009, Cable shall become an at-will employee of FirstMerit.




 









 





     3. Compensation and Benefits Upon Events of Termination. The first sentence contained
in Section 6(b) of the Agreement shall be deleted in its entirety and replaced by the following
sentence:



     Upon any Qualifying Termination of this Agreement during the Agreement period, the Agreement
Period shall continue until December 31, 2008, and FirstMerit shall continue to pay Cable
Compensation and Benefits on the terms set forth below until December 31, 2008.



     4 Trade Secrets and Confidential Information. The first sentence contained in Section
7 of the Agreement shall be deleted in its entirety and replaced by the following sentence:



     Cable acknowledges that, as Executive Vice President of the Corporation and President and
Chief Executive Officer, Columbus Region, for FirstMerit Bank N.A., she has had extensive access to
and has acquired various confidential information relating to the Business, including, but not
limited to, financial and business records, customer lists and records, business plans, corporate
strategies, information disclosed or discussed during any exit conference, employee information,
wage information, and related information and other confidential information (collectively, the
“Confidential Information”).



     5. Amendment. Except as otherwise amended hereby, all terms of the Agreement shall
remain in full force and effect.



	 	 	 	 	 	 	 
	 	 	Terri L. Cable	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Terri L. Cable	 	 
	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FirstMerit Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher J. Maurer
	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Executive Vice President	 	 
	 

	 	 	 	 	 	 





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