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                                                                   Exhibit 10.27


                               SECOND AMENDMENT TO
                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------

         SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT (the "First
Amendment"), effective as of the 1st day of January, 2001, between FirstMerit
Corporation, an Ohio Corporation (the "Company"), and John R. Cochran (the
"Grantee").

                                R E C I T A L S:

         A. The Company and the Grantee entered into a Restricted Stock Award
Agreement, dated as of March 1, 1995, (the "Award Agreement") concerning the
issuance to Grantee of a restricted stock award of the Company's common stock,
no par value ("Common Stock") pursuant to the provisions of the FirstMerit 1995
Restricted Stock Plan (the "Plan"). Capitalized terms used herein shall have the
meanings ascribed to them in the Award Agreement and the Plan unless otherwise
specifically indicated in this First Amendment.

         B. Section 15 of the Plan provides that the Committee may amend the
terms of any Award previously granted under the Plan, regardless of whether such
amendment is prospective or retrospective.

         C. The Committee desires to amend the Award Agreement to coordinate
certain of the definitions contained in the Award Agreement with those contained
in the Grantee's Amended and Restated Employment Agreement.

         IN CONSIDERATION OF THE FOREGOING and good and valuable consideration,
the receipt of which is hereby acknowledged by both the Company and the Grantee,
the Company and Grantee agree that the Award Agreement is hereby amended,
effective as of January 1, 2001, as follows:

         1. Subsection (i) of Section 3(B) of the Award Agreement is amended and
restated to read as follows:

                  (i) the Grantee's employment with the Company is terminated
         following a Change in Control or by reason of death, Disability,
         termination of the Grantees's employment by the Company without Cause
         or termination of the Grantee's employment by the Grantee for Good
         Reason (for purposes of this subsection (i), the terms "Change in
         Control," "Disability," "Cause," and "Good Reason" shall have the same
         meanings ascribed to such terms in the Amended and Restated Employment
         Agreement, effective January 1, 2001, between the Company and the
         Grantee (the "Employment Agreement")); or

         2. Except as expressly modified by the provisions of this Second
Amendment, the provisions of the Award Agreement shall remain in full force and
effect.



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         IN WITNESS WHEREOF, the Company and the Grantee have duly executed this
First Amendment as of the day and year above first written.

                                                 FIRSTMERIT CORPORATION


                                                 By: /s/ Christopher Maurer
                                                     ---------------------------
                                                         Christopher Maurer


                                                     /s/  John R. Cochran
                                                     ---------------------------
                                                          John R. Cochran








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