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                                                                   EXHIBIT 10.32

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is effective as of the 31st
day of December, 2004 by and between FirstMerit Corporation, its subsidiaries
and affiliates ("FirstMerit") and David Lucht ("Lucht"), (the "Agreement").

      WITNESSETH:

      A.    WHEREAS, the Parties previously entered into a certain employment
            agreement dated May 16, 2003, as amended (the "Initial Agreement"),
            pursuant to which Lucht was employed by FirstMerit as Executive Vice
            President and Chief Credit Officer;

      B.    WHEREAS, the Initial Agreement incorporated certain terms of an
            Amended and Restated Change in Control Termination Agreement and an
            Amended and Restated Displacement Agreement entered into between the
            Parties.

      C.    WHEREAS, FirstMerit has adopted revised forms of the Change in
            Control Termination Agreement and the Displacement Agreement for its
            executive officers (the "Change Agreements"); and

      D.    WHEREAS, the Parties desire to modify the Initial Agreement to
            accurately reflect the revised form of Change Agreements; and

      E.    WHEREAS, FirstMerit and Lucht desire to enter into this Agreement to
            amend and restate the Initial Agreement in its entirety and to
            provide for the continuation of Lucht's services to FirstMerit for a
            term certain.

      IN CONSIDERATION of the foregoing, the mutual covenants contained herein
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

      1.    Employment Duties

      During the term of this Agreement, Lucht shall serve as Executive Vice
President and Chief Credit Officer, and shall have duties and responsibilities
as may be assigned commensurate with Lucht's executive position (the "Assigned
Duties"). The Chairman and Chief Executive Officer shall, from time to time and
subject to modification at any time and at his sole discretion, hereafter assign
such responsibilities and duties as he may deem appropriate; provided, however
that such responsibilities and duties are generally consistent with Lucht's
Assigned Duties and his position with FirstMerit. Lucht shall faithfully,
diligently, competently, and to the best of his

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ability, carry out those responsibilities and duties as assigned from time to
time by the Chairman and Chief Executive Officer of FirstMerit.

      2.    Term of Agreement

      The term of this Agreement shall continue until December 31, 2005, unless
such term is earlier terminated as herein provided (the "Agreement Period").
Lucht and FirstMerit agree that on January 1, 2006, Lucht shall become an
at-will employee of FirstMerit. Lucht shall receive the compensation and
benefits set forth in Paragraph 3 (the "Compensation") and 4 (the "Benefits")
below for the Agreement Period; provided, however, that in the event of a
Qualifying Termination under Paragraph 5, Lucht shall receive Compensation and
Benefits set forth in Paragraph 6 for the Agreement Period. Any Compensation and
Benefits to which Lucht is entitled under this Agreement are in addition to any
compensation and benefits to which he may be entitled, if any, under the Change
in Control Agreement or Displacement Agreement between Lucht and FirstMerit. The
terms of this Agreement shall override any inconsistent provisions in the Change
in Control Agreement and Displacement Agreement.

      3.    Compensation

      During the term of this Agreement, FirstMerit shall pay Lucht for his
services the sum of Nine Thousand Three Hundred Seventy-five Dollars
($9,375.00), paid semimonthly, subject to any salary increases that may occur
from time to time and at the sole discretion of FirstMerit (the "Base Salary").
The semimonthly amount to be paid hereunder shall be paid in accordance with
FirstMerit's policies and shall be paid net of amounts withheld for federal,
state or local income taxes, FICA, and such other applicable amounts as may be
required to be paid during the term of this Agreement.

      4.    Employee Benefits

      During the term of this Agreement, Lucht shall be eligible to participate
in the following employee benefits from FirstMerit as applicable:

            (a)   Lucht shall be eligible to participate in such retirement,
      medical, and other employee benefit plans as may be maintained by
      FirstMerit during the term of this Agreement.

            (b)   Lucht shall be eligible to participant in the Executive Life
      Insurance Program that FirstMerit may maintain during the term of this
      Agreement. Lucht shall be personally obligated to pay any and all taxes
      associated with this life insurance benefit.

            (c)   Lucht shall be granted stock options and restricted stock of
      FirstMerit in accordance with the Non-qualified Stock Option Agreements
      each dated________ and the Restricted Stock Award Agreement dated May 16,
      2002. Any unexercised and outstanding stock options and restricted stock
      will vest and will be exercisable in accordance with the terms of the
      award agreement. Lucht shall be eligible

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      to participate in additional stock option quotes as may be authorized from
      time-to-time by FirstMerit Board of Directors.

            (d)   Lucht shall be eligible to participate in the Executive
      Supplemental Retirement Plan ("SERP"). Such SERP benefits are defined in
      the plan documents as may be amended from time to time at the discretion
      of the FirstMerit Board of Directors.

            (e)   Lucht shall be eligible to participate in the FirstMerit
      Executive Incentive Plan at performance levels established from time to
      time by the FirstMerit Board of Directors.

      5.    Termination

            (a)   FirstMerit may terminate the employment of Lucht under the
      Agreement for Just Cause. Notwithstanding anything to the contrary
      contained herein, it shall be considered Just Cause to terminate the
      Lucht's employment upon the happening of any of the following:

                  1.    The retirement, disability or death of Lucht;

                  2.    Felonious criminal activity whether or not affecting the
                        Employer;

                  3.    Disclosure to unauthorized persons of Employer
                        information which is considered by FirstMerit to be
                        Confidential Information under Paragraph 7;

                  4.    Breach of any contract with, or violation of any legal
                        obligation to, the FirstMerit or dishonesty; or

                  5.    Gross negligence or insubordination in the performance
                        of duties of the position held by the Employee.

            In the event of termination by FirstMerit for Just Cause, the
      Agreement Period shall end and Lucht shall not be entitled to receive
      Compensation or Benefits beyond the date of termination.

            (b)   Lucht may terminate his employment relationship with
      FirstMerit without reason by resignation, provided that he provide thirty
      (30) days advance written notice ("Resignation").

            (c)   Lucht may terminate his employment relationship with
      FirstMerit for Good Reason in accordance with the following provisions.
      Notwithstanding anything herein to the contrary, it shall be considered
      Good Reason to terminate employment upon the happening of any of the
      following:

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                  1.    Involuntary reduction in Lucht's Base Salary, unless
                        such reduction occurs simultaneously with a company-wide
                        reduction in officers' salaries.

                  2.    Involuntary discontinuance or reduction in Lucht's
                        incentive compensation award opportunities, unless a
                        company-wide reduction of all officers' incentive award
                        opportunities occurs simultaneously with such
                        discontinuance or reduction.

                  3.    Involuntary relocation to another office located more
                        than 50 miles from Lucht's office location.

                  4.    Significant reduction in Lucht's responsibilities and
                        status within FirstMerit's organization or change in
                        Lucht's title or office held without prior written
                        consent of Lucht.

                  5.    Involuntary discontinuance of Lucht's participation in
                        any employee benefit plans maintained by FirstMerit
                        unless such plans are discontinued by reason of law or
                        loss of tax deductibility to FirstMerit with respect to
                        contributions to such plans, or are discontinued as a
                        matter of company policy applied equally to all
                        participants.

                  6.    Involuntary reduction of Lucht's paid vacation to less
                        than 24 working days per calendar year.

                  7.    Failure to obtain an assumption of FirstMerit's
                        obligations under this Agreement by any successor to
                        FirstMerit.

            (d)   Any termination by FirstMerit for Just Cause or by Lucht for
      Good Reason shall be communicated to the other party by written notice
      which identifies the specific termination provision in this Agreement
      relied upon, sets forth the facts and circumstances claimed to form the
      basis for the termination under the provisions so identified, and
      specifies a date of termination.

            (e)   Termination of Lucht's employment (i) by FirstMerit for any
      reason other than Just Cause, or (ii) by Lucht for Good Reason, shall
      constitute a "Qualifying Termination" under this Agreement.

      6.    Compensation and Benefits Upon Events of Termination

            (a)   Upon termination of this Agreement by FirstMerit for Just
      Cause, or by Lucht's Resignation (or any other termination by Lucht
      without Good Reason), the obligations of each of the parties hereunder
      shall expire as of the date of such termination, including, without
      limitation, the obligations of FirstMerit to pay any

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      Compensation or Benefits to Lucht provided, however, that the obligations
      contained in Paragraph 7 shall survive the termination of this Agreement.

            (b)   Upon any Qualifying Termination of this Agreement during the
      Agreement period, the Agreement Period shall continue until December 31,
      2005, and FirstMerit shall continue to pay Lucht Compensation and Benefits
      on the terms set forth below until December 31, 2005.

                  1.    Compensation. FirstMerit shall continue to pay Lucht his
                        Base Salary at the rate in effect at the time of his
                        termination of employment.

                  2.    Retirement, Medical and Life Insurance Benefits. Lucht
                        shall continue to be covered and accrue service and
                        benefits under the plans described in Paragraph 4(a) and
                        (b), as such may be modified, enhanced or supplemented
                        from time to time, until the end of the Agreement
                        Period. For this purpose, Lucht shall be deemed to be in
                        full-time service with FirstMerit, and Lucht's Base
                        Salary shall be deemed to be at the rate in effect at
                        the time of his termination of employment.

                  3.    Stock Programs. To the extent not previously granted,
                        FirstMerit shall grant Lucht the stock options and
                        shares of restricted stock contained in any such plan or
                        agreement no later than the date of termination.
                        FirstMerit shall fully vest all stock options, grants of
                        restricted stock, stock appreciation rights or similar
                        arrangements granted to Lucht as of the termination
                        date. Notwithstanding any provision of the plan or any
                        grant agreement to the contrary, Lucht shall be given
                        the longer of 90 days after the date of termination, or
                        the remaining period provided in the grant agreement, to
                        realize or exercise all such rights or options.

                  4.    Incentive Programs. FirstMerit shall continue to pay
                        Lucht awards under the incentive programs, in an amount
                        equal to the incentive compensation payment Lucht would
                        receive if payout was made at the "target" percentage
                        under the programs, based upon Lucht's Base Salary as
                        determined under Paragraph 6(a), until the end of the
                        Agreement Period.

                  5.    SERP. Lucht shall continue to be covered and accrue
                        service and benefits under the SERP until the end of the
                        Agreement Period. For this purpose, Lucht's average
                        monthly earnings shall be deemed to be his Base Salary
                        as determined under Paragraph 6(a) divided by 12 plus
                        the incentive compensation payment Lucht would receive
                        if payout was made at "target" percentage for Lucht

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                        under the Executive Incentive Bonus Plan in the year of
                        the termination divided by 12. These provisions shall
                        supercede any less generous contrary provisions of the
                        SERP and any membership agreement executed between Lucht
                        and FirstMerit.

      7.    Trade Secrets and Confidential Information

      Lucht acknowledges that, as Chief Credit Officer of FirstMerit
Corporation, he 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").
Lucht agrees that the Confidential Information is and will be of special and
unique value to FirstMerit. Lucht further acknowledges and covenants that, at
all times, the Confidential Information is the sole property of FirstMerit and
will constitute trade secrets and confidential information of FirstMerit, and
that his knowledge of the Confidential Information will enable him to compete
with FirstMerit in a manner likely to cause FirstMerit irreparable harm upon the
use or disclosure of such matters. Therefore, Lucht hereby irrevocably covenants
that he shall not, at any time after the date of this Agreement, use or disclose
to any third party, directly or indirectly, any of the Confidential Information,
except as permitted by this Agreement. Excluded from the definition of
Confidential Information is (a) information which is publicly available, other
than as a result of actions by Lucht in breach of this Agreement; and (b)
information which is disclosed by FirstMerit to third parties on a
non-confidential basis.

      8.    Further Payments

      The Compensation and Benefits provided under this Agreement are not
contingent on a change in ownership or control of FirstMerit. However, in the
event that any compensation or benefits paid or distributed from FirstMerit to
Lucht pursuant to this Agreement, the Change in Control Termination Agreement,
the Displacement Agreement, or otherwise from FirstMerit to Lucht, either alone
or with other compensation and benefits received by Lucht (the "Covered
Payments") are or become subject to the tax imposed by Internal Revenue Code
Section 4999 or any similar tax (the "Excise Tax"), FirstMerit shall pay to
Lucht an additional amount (the "Excise Tax Reimbursement") such that the net
amount retained by Lucht with respect to such Covered Payments, after deduction
of any Excise Taxes on the Covered Payments and any Federal, state and local
income or employment tax and Excise Tax on the Excise Tax Reimbursement, but
before deduction for any Federal, state and local income or employment tax
withholding on such Covered Payments, shall be equal to the amount of the
Covered Payments.

      9.    Assignment

      This Agreement shall be binding upon the parties hereto, their respective
heirs, personal representatives, executors, administrators and successors;
provided, however, that no assignment or transfer of this Agreement by Lucht
including assignment or transfer by operation of law,

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shall be valid without the prior written consent of FirstMerit. FirstMerit may
freely assign this Agreement without Lucht's consent.

      10.   Governing Law

      This Agreement shall be construed under and governed by the internal laws
of the State of Ohio and properly venued in Summit County, Ohio. In the event
that any provision of this Agreement shall be held to be void or unenforceable
by a court of competent jurisdiction, this Agreement shall not be rendered null
and void thereby but shall be construed and enforced as if such void or
unenforceable provision was not originally a part of this Agreement.

      11.   Legal Fees

      From and after any Change in Control, FirstMerit shall pay all legal fees
and expenses incurred by Lucht in enforcing any right or benefit provided by
this Agreement.

      12.   Entire Agreement

      This Agreement, the Change in Control Termination Agreement, the
Displacement Agreement, and the Indemnification Agreement, set forth the entire
agreement of the parties herein with regard to the employment of Lucht and any
oral or written statements, representations, agreements or understandings made
or entered into prior to or contemporaneously with the execution of this such
agreements, are hereby rescinded, revoked and rendered null and void by the
parties. In the event of inconsistencies, the terms of this Agreement shall
supercede and control over any conflicting language in the Change in Control
Termination Agreement or the Displacement Agreement. Moreover, the terms of the
Change in Control Termination Agreement and the Displacement Agreement (the
"Supplemental Agreements") are hereby specifically modified to provide that:

            (a)   Paragraph 7 containing the "Overall Limitation on Benefits" in
      each of the Supplemental Agreements shall be deleted.

            (b) Paragraph 10(a) regarding the term of the Amended and Restated
      Change in Control Termination Agreement shall be modified to read:

                        "(a)  Except as provided in paragraph 6, the Employee's
                        employment with the Company or any Subsidiary, before a
                        Change in Control, or, after a Change in Control, the
                        Change Entity or any Related Entity, terminates before
                        the beginning of the Protection Period because 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."

            (c)   Paragraph 6(c) regarding payment of compensation and benefits
      under each of the Supplemental Agreements shall be modified by the
      addition at the end thereof of a new paragraph to read as follows:

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                        "The compensation and benefits payable under this
                        subparagraph (c) shall be in addition to any
                        compensation and benefits otherwise payable to the
                        Employee under any employment or other agreement(s)
                        between the Company and the Employee."

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the 28th day of February, 2005, to be effective the date above first
written.

                                          FIRSTMERIT CORPORATION

                                          By: /s/ Christopher J. Maurer
                                              ----------------------------------
                                          Its: Executive Vice President

                                          /s/ David G. Lucht
                                          --------------------------------------
                                          David G. Lucht

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