EX-10.1






Exhibit 10.1




UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220




May 27, 2009




Ladies and Gentlemen:




     Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated
as of the date set forth on Schedule A hereto, between the United States Department of the Treasury
(the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms
used but not defined herein shall have the meanings assigned to them in the Repurchase Letter
Agreement.



     As documented by the Repurchase Letter Agreement, the Company has completed the repurchase
from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities
Purchase Agreement. Following such time, the Company delivered a Warrant Repurchase Notice dated
as of the date set forth on Schedule A hereto to the Investor. In connection with the
consummation, on the date hereof, of the repurchase of the Warrant by the Company from the
Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities
Purchase Agreement:




     (a) The Company hereby acknowledges receipt from the Investor of the Warrant; and




     (b) The Investor hereby acknowledges receipt from the Company of a wire transfer to
the account of the Investor set forth on Schedule A hereto in immediately available funds
of the aggregate purchase price set forth on Schedule A hereto, representing payment in
full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase
Agreement.



     This letter agreement will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in accordance with the
laws of the State of New York applicable to contracts made and to be performed entirely within such
State.



     This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been
delivered.



 









 





     In witness whereof, the parties have duly executed this letter agreement as of the date first
written above.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF THE TREASURY

 	 
	 	By:  	/s/ Duane Morse
 	 
	 	 	Name:  	Duane Morse 	 
	 	 	Title:  	Chief Risk and Compliance Officer 	 
	 
	 	

COMPANY:



FIRSTMERIT CORPORATION

 	 
	 	By:  	/s/ Terrence E. Bichsel
 	 
	 	 	Name:  	Terrence E. Bichsel 	 
	 	 	Title: Executive Vice President, Chief

Financial Officer and Treasurer 	 
	 




 









 








SCHEDULE A




General Information:



Name of the Company: FirstMerit Corporation



Corporate or other organizational form of the

Company: Corporation



Jurisdiction of organization of the Company: Ohio




Information related to the Preferred Share Repurchase



Date of Repurchase Letter Agreement: April 22, 2009




Terms of the Warrant Repurchase



Date of Warrant Repurchase Notice: May 6, 2009



Aggregate purchase price for the Warrant: $5,025,000