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                                                                   Exhibit 10.35


                   Amended and Restated Displacement Agreement

      THIS AGREEMENT ("Agreement") is effective the   st day of          , 2002,
by and between FirstMerit Corporation, an Ohio corporation (the "Company") and
NAME the executive employee who has executed this Agreement ("Employee").

                                R E C I T A L S:

      A. The Employee serves as an executive and is considered a key corporate
officer of the Company or one of its affiliates.

      B. The Board of Directors of the Company has determined that the interests
of the Company's shareholders will be best served by assuring that its key
corporate officers will adhere to the policies of the Board of Directors and
senior management with respect to any merger, acquisition or like transaction,
which transaction does not result or involve a change in control of the Company.

      C. The Board of Directors has also determined that it is in the best
interest of the shareholders to promote stability among key officers and
employees.

      D. Employee and the Company may also enter into an Amended and Restated
Change in Control Termination Agreement which protects Employee in the event of
a termination of employment following a change in control of the Company. It is
the intent of the Company and the Employee that if the Employee has also entered
into a form of termination agreement providing benefits to the employee in the
event of a change in control, that Employee will not be entitled to be paid
benefits under both this Agreement and any change of control or termination
agreement.

      IN CONSIDERATION OF THE FOREGOING, the mutual covenants hereinafter
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and Employee agree as follows:

      1. Duties of Employee. Employee shall support the position of the Board of
Directors and shall take any action reasonably requested by the Board of
Directors with respect to any merger, acquisition or like transaction, not
involving a change in control of the Company.

      2. Displacement and Change in Control.

            (a) The term "Displacement" shall mean the termination of the
Employee's employment with the Company as a consequence of a merger, acquisition
or like transaction, either before or after the closing of the merger,
acquisition or like transaction, and where no Change in Control of the Company
has occurred.

            (b) The term "Change in Control" shall mean the occurrence of any
one of the following events:



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            (1) individuals who, on April 19, 2000, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director subsequent to April 19,
2000 whose election or nomination for election was approved by a vote of at
least 2/3rds of the Incumbent Directors then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual elected or nominated as a director of the Company initially as a
result of an actual or threatened election contest with respect to directors or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be an Incumbent
Director;

            (2) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities eligible to vote for the election
of the Board (the "Company Voting Securities"); provided, however, that the
event described in this paragraph (2) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions:

                  (i) by the Company or any Subsidiary,

                  (ii) by any employee benefit plan sponsored or maintained by
            the Company or any Subsidiary,

                  (iii) by any underwriter temporarily holding securities
            pursuant to an offering of such securities,

                  (iv) pursuant to a Non-Control Transaction (as defined in
            paragraph (3)), or

                  (v) a transaction (other than one described in (3) below) in
            which Company Voting Securities are acquired from the Company, if a
            majority of the Incumbent Directors then on the Board approve a
            resolution providing expressly that the acquisition pursuant to this
            clause (v) does not constitute a Change in Control under this
            paragraph (2);

            (3) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or any
of its Subsidiaries that requires the approval of the Company's shareholders,
whether for such transaction or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following such Business Combination:

                  (i) more than 50% of the total voting power of (x) the
            corporation resulting from such Business Combination (the "Surviving
            Entity"), or (y) if applicable, the ultimate parent corporation that
            directly or indirectly has beneficial ownership of 100% of the
            voting securities eligible to elect directors ("Total Voting Power")
            of the Surviving Entity (the "Parent Entity"), is represented by
            Company Voting Securities that were outstanding immediately prior to
            such Business Combination (or, if applicable, shares into which such
            Company Voting


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            Securities were converted pursuant to such Business Combination),
            and such voting power among the holders thereof is in substantially
            the same proportion as the voting power of such Company Voting
            Securities among the holders thereof immediately prior to the
            Business Combination,

                  (ii) no person (other than any employee benefit plan (or
            related trusts) sponsored or maintained by the Surviving Entity or
            the Parent Entity), is or becomes the beneficial owner, directly or
            indirectly, of 25% or more of the Total Voting Power of the
            outstanding voting securities eligible to elect directors of the
            Parent Entity (or, if there is no Parent Entity, the Surviving
            Entity), and

                  (iii) at least a majority of the members of the board of
            directors of the Parent Entity (or, if there is no Parent Entity,
            the Surviving Entity) following the consummation of the Business
            Combination were Incumbent Directors at the time of the Board's
            approval of the execution of the initial agreement providing for
            such Business Combination (any Business Combination which satisfies
            all of the criteria specified in (i), (ii) and (iii) above shall be
            deemed to be a "Non-Control Transaction"); or

            (4) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company.

      Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 25% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person by more than one percent, a Change
in Control of the Company shall then occur.

      3. Company's Right to Terminate. The Company may terminate the Employee's
employment at any time during the term of this Agreement, subject to the terms
of this Agreement and providing the benefits stated herein if vested.

      4. Displacement. In the event of termination of employment due to a
Displacement and prior to the expiration of the term of this Agreement, the
Employee shall be entitled to the benefits provided in paragraph 6 unless such
termination is (a) because of the Employee's death, Retirement or Disability,
(b) by the Company for Cause, or (c) by the Employee other than for Good Reason.

            (a) Disability or Retirement. Termination of employment by the
Company based on "Disability" shall mean termination because of Total and
Permanent Disability as defined in the Long-Term Disability Plan of the Company,
in effect from time to time, in which the Employee is participating. Termination
of employment based on "Retirement" shall mean termination of employment by the
Employee in accordance with the retirement policy (including early retirement
policy) which is in effect from time to time and is generally applicable to the
Company's salaried employees.



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            (b) Cause. The term "Cause" shall mean termination upon one or more
of the following acts of the Employee:

                  (i)   Felonious criminal activity whether or not affecting the
                        Company;

                  (ii)  Disclosure to unauthorized persons of Company
                        information which is believed by the Board of Directors
                        of the Company to be confidential;

                  (iii) Breach of any contract with, or violation of any legal
                        obligation to, the Company or dishonesty; or

                  (iv)  Negligence or insubordination in the performance of
                        duties of the position held by the Employee.

            (c) Good Reason. The term "Good Reason" shall mean voluntary
termination of employment by the Employee based on any of the following:

                  (i)   Involuntary reduction in the Employee's base salary, as
                        in effect immediately prior to a Displacement unless
                        such reduction occurs simultaneously with a Company-wide
                        reduction in officers' salaries;

                  (ii)  Involuntary discontinuance or reduction in the
                        Employee's incentive compensation award opportunities
                        under plans applicable to the Employee and in existence
                        at the time of a Displacement, unless a Company-wide
                        reduction of all officers' incentive award opportunities
                        occurs simultaneously with such discontinuance or
                        reduction;

                  (iii) Involuntary relocation to another office located more
                        than 50 miles from the Employee's office location at the
                        time the Displacement occurs;

                  (iv)  Significant reduction in the Employee's responsibilities
                        and status within the Company's organization or change
                        in the Employee's title or office without prior written
                        consent of the Employee;

                  (v)   Involuntary discontinuance of the Employee's
                        participation in any employee benefit plans maintained
                        by the Company unless such plans are discontinued by
                        reason of law or loss of tax deductibility to the
                        Company with respect to contributions to such plans, or
                        are discontinued as a matter of the Company's policy
                        applied equally to all participants in such plans;

                  (vi)  Involuntary reduction of the Employee's paid vacation to
                        less than 20 working days per calendar year;



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                  (vii) Failure to obtain an assumption of the Company's
                        obligations under this Agreement by any successor to the
                        Company, regardless of whether such entity becomes a
                        successor to the Company as a result of a merger,
                        consolidation, sale of the assets of the Company, or
                        other form of reorganization; or

                 (viii) Termination of employment which is not effected
                        pursuant to a Notice of Termination satisfying the
                        requirements of paragraph 5 herein.

      5. Notice of Displacement. Any purported termination of the Employee's
employment by the Company or by the Employee shall be communicated by written
Notice of Displacement. For purposes of this Agreement, a "Notice of
Displacement" shall mean a notice from the Company or by the Employee (as
appropriate) which shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provisions so indicated, and shall specify the date upon
which the Displacement occurred ("Date of Displacement").

      6. Compensation and Benefits Upon Displacement.

            (a) If, after a Displacement has occurred and prior to the
expiration of the term of this Agreement, the Employee's employment by the
Company has been terminated (1) by the Company other than for Cause, Disability,
Retirement, or death, or (2) by the Employee for Good Reason, then the Employee
shall be entitled to the compensation and benefits provided in subparagraph (c)
below.

            (b) If either of the conditions in subparagraph (a) above are
satisfied, the Employee shall be eligible to receive the compensation and
benefits described in subparagraph (c) below. The compensation described in
subparagraphs (c)(1), (c)(2) and (c)(3) shall be paid by the Company to the
Employee in a lump sum on or before the 14th day following the Notice of
Displacement.

      For purposes of this Agreement, the term "Month" shall mean a period of 30
days.

            (c) The compensation and benefits payable to an Employee pursuant to
this paragraph 6 shall be as follows:

                  (1) Base Salary to Date of Displacement. The Company shall pay
                  to the Employee his/her full base salary through the Date of
                  Displacement at the rate in effect at the time Notice of
                  Displacement is given or immediately preceding a Displacement,
                  whichever is higher.

                  (2) Base Salary. The Company shall pay to the Employee an
                  amount equal to (i) the Employee's annual base salary (at the
                  rate in effect at the time Notice of Displacement is given or
                  immediately preceding a Displacement, whichever is higher)
                  multiplied by (ii) the lesser of the number indicated in Item
                  6(c)(2)A on Exhibit A (which Exhibit is attached hereto and
                  incorporated by reference herein), or a fraction the numerator
                  of which is the number of


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                  months from and including the month in which the Date of
                  Displacement occurs to and including the month in which the
                  Employee would attain the age of 65, and the denominator of
                  which is Item 6(c)(2)B on Exhibit A.

                  (3) Incentive Compensation. The Company shall pay to the
                  Employee incentive award in an amount equal to (i) the
                  incentive compensation payment the Employee would receive if
                  payout was made at the "target" percentage for the Employee
                  under the Company's Executive Incentive Plan in the year of
                  Employee's Date of Displacement multiplied by (ii) the lesser
                  of the number indicated in Item 6(c)(3)A on Exhibit A, or a
                  fraction the numerator of which is the number of months from
                  and including the month in which the Date of Displacement
                  occurs to and including the month in which the Employee would
                  attain the age of 65 and denominator of which is the number
                  indicated in Item 6(c)(3)B on Exhibit A.

                  (4) Stock Plans. The Employee shall be entitled to immediate
                  vesting of all stock options and other stock, phantom stock,
                  stock appreciation rights or similar arrangements in which he
                  participates. Notwithstanding any plan provisions to the
                  effect that rights under any such plan terminate upon
                  termination of employment, the Employee shall be given the
                  longer of 90 days after the Date of Displacement, or the
                  remaining period provided in the grant, to realize or exercise
                  all rights or options provided under such plans.

                  (5) Medical Benefits and Life Insurance. The Company shall
                  maintain in full force and effect for the Employee's continued
                  benefit until the earlier of the anniversary listed in Item
                  6(c)(5)A on Exhibit A of the Date of Termination or the
                  calendar month in which the Employee reaches the age of 67,
                  all medical insurance (including health care, dental and
                  prescription drug insurance), life insurance, and accidental
                  death and dismemberment insurance (including conversion
                  rights), with coverage and limits identical to those in effect
                  with respect to the Employee immediately prior to the Change
                  in Control. If the Employee is a participant in the Company's
                  Executive Committee Life Insurance Program, the Company shall
                  pay the premium for the Employee on such insurance for a
                  period ending the earlier of the period listed in Item
                  6(c)(5)B on Exhibit A after the Date of Termination or the
                  calendar month in which the Employee reaches the age of 67,
                  plus an additional amount to the Employee equal to the
                  Employee's projected federal, state, county and municipal
                  income taxes on the premiums so paid, which projected taxes
                  shall be calculated at the highest marginal tax rates. For the
                  sole purpose of determining the Employee's eligibility to
                  participate in the Company's medical, life, and accidental
                  death and dismemberment insurance plans, the Employee shall be
                  considered to be on a paid leave of absence as long as he/she
                  is receiving benefits under this Agreement.

                  In lieu of the benefits provided to Employee under this
                  subparagraph 6(c)(5) for medical insurance, within six months
                  after the Date of Termination, the Employee may irrevocably
                  elect in writing to receive a lump sum cash payment. The
                  payment will equal the Company's current cost to provide the
                  medical insurance benefits over the remaining period (without
                  a present value


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                  reduction). The amount payable under this paragraph shall be
                  paid by the Company to the Employee on or before the 14th day
                  following the receipt by the Company of the writing from the
                  Employee.

                  (6) Executive Supplemental Retirement Plan. The following
                  shall apply for purposes of calculating the Employee's
                  benefits under the FirstMerit Corporation Executive
                  Supplemental Retirement Plan (the "SERP"):

                        (i) for purposes of calculating the Employee's Monthly
                        Retirement Income (as defined in the SERP) under
                        Sections 4.01 and 4.02 of the SERP and for purposes of
                        determining the Employee's vested Monthly Retirement
                        Income under Section 4.05 of the SERP, the Employee's
                        Years of Service (as defined in the SERP) shall be
                        increased by the Employee's Protection Period (as
                        hereinafter defined);

                        (ii) for purposes of calculating the Employee's Monthly
                        Retirement Income under Section 4.02 of the SERP, the
                        Employee's Attained Age (as defined in the SERP) shall
                        be increased by the Employee's Protection Period (as
                        hereinafter defined); and

                        (iii) the Employee's Average Monthly Earnings for
                        purposes of the SERP shall be deemed to be equal to the
                        total of (A) the highest, monthly base salary earned by
                        the Employee during the 24 months immediately preceding
                        the Change in Control and (B) the incentive compensation
                        payment the Employee would receive if payout was made at
                        the "target" percentage for the Employee under the
                        Company's Executive Incentive Plan in the year of
                        Employee's Date of Termination divided by 12.

            The terms of this subparagraph (6) shall supersede any contrary
provisions of the SERP and any membership agreement executed between the Company
and the Employee in connection with the Employee's participation in the SERP,
unless expressly provided otherwise in such membership agreement. The Employee's
SERP benefit, calculated using the provisions of subparagraphs 6(i), (ii) and
(iii) above, is assumed to commence on the earliest date upon which the Employee
is eligible to retire under the SERP for purposes of determining the Actuarial
Equivalent (as defined in the SERP) of such benefit. Further, for purposes of
this subparagraph (6), the Employee's Protection Period is 24 months.

                  (7) Outplacement Fees. For a period not to exceed one year
      after the Date of Displacement, the Company will pay the reasonable
      expenses associated with outplacement training of the Employee by a
      professional placement firm and in an amount not to exceed that listed as
      Item 6(c)(7) on Exhibit A.

            7. Overall Limitation on Benefits. Notwithstanding any provision in
this Agreement to the contrary, if the compensation and benefits provided to the
Employee pursuant to or under this Agreement, either alone or with other
compensation and benefits received by the Employee, would constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code (the
"Code"), or the regulations adopted or proposed thereunder, then the
compensation and benefits payable pursuant to or under this Agreement shall be
reduced to the


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extent necessary so that no portion thereof shall be subject to the excise tax
imposed by Section 4999 of the Code. The Employee or any other party entitled to
receive the compensation or benefits hereunder may request a determination as to
whether the compensation or benefit would a parachute payment and, if requested,
such determination shall be made by independent tax ounsel selected by the
Company and approved by the party requesting such determination. In the event
that any reduction is required under this paragraph 7, the Company shall consult
with the Employee in determining the order in which compensation and benefits
shall be reduced.

            8. Legal Fees. The Company shall pay all legal fees and expenses
incurred by the Employee in enforcing any right or benefit provided by this
Agreement.

            9. Term of Agreement. This Agreement shall continue in effect until
the Employee (i) is removed for Cause, (ii) is no longer an employee due to
Disability, Retirement or death, or (iii) resigns not for Good Reason.

            10. Notice. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, provided that all
notices to the Company shall be directed to the attention of the President of
the Company with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

            11. Miscellaneous. No provisions of this Agreement may be modified,
waived, or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Employee and such officer as may be specifically
designated by the Board of Directors of the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar provisions or conditions at the same
or at any prior or subsequent time.

      This Agreement is in addition to any termination agreement providing
benefits to the employee in the event of a change in control. The Employee will
not however be entitled to the be paid benefits under both this Agreement and a
change of control termination agreement if both should be triggered. The
Employee would be entitled to choose between the two agreements by providing
written notice to the Company within a reasonable time period. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

            12. Validity. The validity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Ohio.

            13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original by all of which
together will constitute one and the same instrument.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
above first written.

                                    FirstMerit Corporation

                                    By:
                                        Christopher J. Maurer,
                                        Executive Vice President

                                    Employee:


                                    ----------------------------------------
                                    (Signature)


                                    ----------------------------------------
                                    (Print Name)



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                                    EXHIBIT A

Name of Executive:            NAME                (print)
                  --------------------------------


<TABLE>
<S>                                     <C>
Item 6(c)(2)A: Multiplied By:               2   (insert number)
                                        -------

Item 6(c)(2)B: Denominator:                12   (insert number)
                                        -------

Item 6(c)(3)A:                              2   (insert number)
                                        -------

Item 6(c)(3)B:                             12   (insert number)
                                        -------

Item 6(c)(5)A: Anniversary:               2nd   anniversary (insert number)
                                        -------

Item 6(c)(5)B: Years in Effect:            2    years (insert number)
                                        -------

Item 6(c)(7):Outplacement Fee:          $25,000
                                        -------
</TABLE>




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