exv10w23






Exhibit 10.23




FIRSTMERIT CORPORATION

2009 TIER I DISPLACEMENT AGREEMENT




     This FirstMerit Corporation 2009 Tier I Displacement Agreement (“Agreement”) is
effective [insert date] (“Effective Date”), by and between FirstMerit Corporation, an Ohio
corporation (the “Company”), and [insert executive name], the executive employee who has
executed this Agreement (“Employee”).



RECITALS:





	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 (“Board”) has determined that the interests of
the Company’s shareholders will be best served by ensuring that key corporate officers will
adhere to the policies of the Board and senior management with respect to any merger,
acquisition or like transaction that does not result or involve a Change in Control of the
Company.
	 
	C.	 	The Board has also determined that it is in the best interests of the shareholders to promote
stability among key officers and employees, particularly during the period leading up to and
after a merger, acquisition or like transaction.
	 
	D.	 	Employee and the Company may enter into a Change in Control Termination Agreement which
protects Employee in the circumstances of a termination of employment following a Change in
Control of the Company. If an event (or a series of events) creates an entitlement under both
the Change in Control Termination Agreement and this Agreement, the Employee will not be
entitled to be paid benefits under both this Agreement and the Change in Control Termination
Agreement but will be entitled to a benefit under this Agreement or under the Change in
Control Termination Agreement, whichever produces the largest after-tax benefit to the
Employee.





          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. In exchange for the compensation and benefits described in this
Agreement, the Employee agrees to discharge the obligations described in paragraph 9 and,
consistent with his or her duties to shareholders and other legal obligations, Employee shall
support the position of the Board and the Company’s senior management and shall take any
action reasonably requested by the Board and the Company’s senior management with respect to
any merger, acquisition or like transaction not involving a Change in Control of the Company.
The Employee agrees (on his/her own behalf and in behalf of his/her heirs, assigns and
beneficiaries) that the compensation and benefits described in this Agreement are adequate
consideration for the obligations assumed in this Agreement.




 









 












	2.	 	Displacement and Change in Control.






	 	(a)	 	The term “Displacement” shall mean a merger, acquisition or like
transaction where no Change in Control of the Company has occurred.
	 
	 	(b)	 	The term “Change in Control” shall mean the occurrence of the earliest to
occur of any one of the following events on or after the Effective Date and while in the
employ of the Company or any Subsidiary (as defined below) before a Change in Control
or, after a Change in Control, the Change Entity or any Related Entity (each as defined
below), and shall occur on the date that:






	 	(i)	 	The individuals who, on April 19, 2000, constituted the Board (the
“Incumbent Directors”) are replaced during any 12-month period by
directors whose appointment or election was not endorsed by a majority of the
members of the Incumbent Board before the date of appointment or election;
	 
	 	(ii)	 	Any “person” (as such term is defined in Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”)) or more than one
person acting as a “group” (as such term is defined in Section 409A of the Code)
acquires ownership of stock of the Company that, together with stock held by such
person or group, constitutes more than 50% of the total fair market value or
total voting power of the stock of the Company;
	 
	 	(iii)	 	Any “person” (as such term is defined in Section 409A of the Code)
or more than one person acting as a “group” (as such term is defined in Section
409A of the Code) acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or persons) ownership of
stock of the Company possessing 30% or more of the total voting power of the
stock of the Company; provided, however, that the event described in this
paragraph (iii) shall not be deemed to be a Change in Control for purposes of
this paragraph (iii) by virtue of any of the following acquisitions:






	 	(u)	 	by the Company or any entity related to the Company
through common ownership as determined under Sections 414 or 1563 of the
Code (a “Subsidiary”);
	 
	 	(v)	 	by or through any employee benefit plan sponsored or
maintained by the Company or any Subsidiary and described (or intended to
be described) in Section 401(a) of the Code;
	 
	 	(w)	 	directly through an equity compensation plan
maintained by the Company or any Subsidiary, including a program described
in Section 423 of the Code;
	 
	 	(x)	 	by any underwriter temporarily holding securities
pursuant to an offering of such securities;
	 
	 	(y)	 	by any entity or “person” (including a “group” as
contemplated by Sections 13(d)(3) and 14(d)(2) of the Securities Exchange
Act of 1934 (“Exchange Act”))




 









 






	 	 	 	with respect to which that acquirer has filed SEC Schedule 13G indicating
that the securities were not acquired and are not held for the purpose of
or with the effect of changing or influencing, directly or indirectly,
the Company’s management or policies (regardless of whether such
acquisition of securities is considered to constitute the acquisition of
control under the Bank Holding Company Act of 1956 pursuant to Regulation
Y promulgated thereunder), unless and until that entity or person files
SEC Schedule 13D, at which point this exception will not apply to
outstanding securities eligible to vote for the election of the Board
(“Company Voting Securities”), including those previously subject
to an SEC Schedule 13G filing; or
	 
	 	 
	 	(z)	 	pursuant to a Non-Control Transaction (as defined in
subparagraph (iv)).






	 	(iv)	 	The date of 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 with respect to such transaction or the issuance of securities in
connection with the transaction (a “Business Combination”) that results
in an event described in subparagraphs (i), (ii) or (iii) or (vi), unless
immediately following such Business Combination:






	 	(y)	 	more than 50% of the total voting power of (I) the
corporation resulting from such Business Combination (the “Surviving
Entity”), or (II) 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 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;
and
	 
	 	(z)	 	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
(iv)(A) and (iv)(B) shall be deemed to be a “Non-Control Transaction”);






	 	(v)	 	The date that the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company resulting in any of the events
described in subparagraphs (i), (ii) or (iii) or (vi); or




 









 






	 	(vi)	 	The date that any one person (as defined in Section 409A of the
Code) or more than one person acting as a group (as defined in Section 409A of
the Code), acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more than 40% of
the total gross fair market value of all assets of the Company immediately before
such acquisition or acquisitions; provided, however, that for purposes of
determining whether a Change in Control has occurred pursuant to this
subparagraph (vi), any transfer described in Treasury Regulation
§1.409A-3(i)(5)(vii)(B) shall be disregarded.






	 	 	 	The foregoing definition of Change in Control shall be construed consistent with the
definition of “change in control event” in Section 409A of the Code.
	 
	 	 	 	Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed
to occur solely because any person or group acquires beneficial ownership of more than
30% 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 within the 12-month period after such acquisition by
the Company such person or persons becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person or persons by more than one percent, a
Change in Control of the Company shall then occur.






	 	 	For purposes of this Agreement, the entity resulting from a Displacement (including, if
appropriate, the Company) or succeeding to the Company’s interest in connection with a
Displacement is referred to as the “Displacement Entity.”
	 
	 	 	If more than one event that constitutes a Displacement occurs during a Protection Period, the
Employee shall be entitled to the amount that equals the largest after-tax amount generated
by any of the Displacements.
	 
	 	 	If one or more events generate a payment under both this Agreement and the Change in Control
Termination Agreement, the Employee will be entitled only to the benefit described in this
Agreement or in the Change in Control Termination Agreement, whichever provides the highest
after-tax value to the Employee, but will not be entitled to amounts under both agreements.
	 
	 	 	Notwithstanding any other provision of this Agreement, the Employee will not be entitled to
any amount under this Agreement if he/she acted in concert with any person or group (as
defined above) to effect a Displacement, other than at the specific direction of the Board
and in his/her capacity as an employee of the Company or any Subsidiary.
	 
	3.	 	Company’s Right to Terminate. The entity with which the Employee has a direct
employment relationship (“Employer”) may terminate the Employee’s employment at any
time during the term of this Agreement, subject to the terms of this Agreement and the
obligation to provide the amounts stated herein if due. For purposes of this Agreement, any
reference to the Employee’s “termination” or




 









 






	 	 	“termination of employment” (or any form thereof) shall mean the Employee’s “separation from
service”, within the meaning of Section 409A of the Code, from the Employer and all entities
that, along with the Employer would be treated as a single employer under Sections 414(b) and
(c) of the Code.
	 
	 	 
	4.	 	Termination in Connection With a Displacement. In the event of a termination of
employment from the Company or any Subsidiary after a Displacement, the Displacement Entity or
any Related Entity (including an involuntary termination while the employee is absent from
active employment pending determination of Disability under the procedures described in
paragraph 4(a)) within the period beginning on the date of the Displacement, even if that
period begins before the Effective Date, and ending on the last day of the number of calendar
months specified in Item 10 on Exhibit A beginning coincident with or immediately after a
Displacement (the “Protection Period”), the Employee shall be entitled to the benefits
provided in paragraph 6 unless such termination is because of the Employee’s death or
determination of Disability (as described in paragraph 4(a)), for Cause, or by the Employee
other than for Good Reason (as defined below).






	 	(a)	 	Disability. The term “Disability” shall mean termination because
of Total and Permanent Disability as defined in the Long-Term Disability Plan in effect
at any time during the Protection Period in which the Employee is or was participating
when the condition began (or, if the Employee is or was not participating in a Long-Term
Disability Plan when the condition begins, as defined under any long-term disability
program in effect at any time during the Protection Period). If the Employee is deemed
Disabled, his date of termination will be the end of any period prescribed under the
long-term disability plan for determining eligibility for long term disability benefits
and any termination occurring before that date will not be a termination for Disability.
Also, any adjustment to the Employee’s compensation, job duties or other circumstances
of employment during the period his Disability is being established will not constitute
a basis for “Good Reason” under paragraph 4(c).
	 
	 	(b)	 	Cause. The term “Cause” shall mean one or more of the following
acts of the Employee:






	 	(i)	 	any act of fraud, intentional misrepresentation, embezzlement,
misappropriation or conversion by the Employee of the assets or business
opportunities of the Company or any Subsidiary before a Displacement or, after a
Displacement, the Displacement Entity or any entity related through common
ownership (as determined under Sections 414 and 1563 of the Code) to the
Displacement Entity (“Related Entity”);
	 
	 	(ii)	 	conviction of the Employee of (or plea by the Employee of guilty
to) a felony (or a misdemeanor that originally was charged as a felony but was
reduced to a misdemeanor as part of a plea bargain) or intentional and repeated
violations by the Employee of the Employer’s written policies or procedures;
	 
	 	(iii)	 	disclosure, other than through mere inadvertence, to unauthorized
persons of any Confidential Information (as defined below);




 









 






	 	(iv)	 	intentional breach of any contract with or violation of any legal
obligation owed to the Company or any Subsidiary before a Displacement or, after
a Displacement, the Displacement Entity or any Related Entity;
	 
	 	(v)	 	dishonesty relating to the duties owed by the Employee to the
Company or any Subsidiary before a Displacement or, after a Displacement, the
Displacement Entity or any Related Entity;
	 
	 	(vi)	 	the Employee’s (x) willful and continued refusal to substantially
perform assigned duties (other than any refusal resulting from sickness or
illness or while suffering from an incapacity due to physical or mental illness,
including a condition that does or may result in a Disability, or attributable to
an event that constitutes Good Reason, as defined in paragraph (c)), (y) willful
engagement in gross misconduct materially and demonstrably injurious to the
Company or any Subsidiary before a Displacement or, after a Displacement, the
Displacement Entity or any Related Entity or (z) breach of any term of this
Agreement; or
	 
	 	(vii)	 	any intentional cooperation with any party attempting to effect a
Displacement unless (y) the Board has approved or ratified that action before the
Displacement or (z) that cooperation is required by law.






	 	 	 	However, Cause will not arise solely because the Employee is absent from active
employment during periods of vacation, consistent with the Employer’s applicable
vacation policy, sickness or illness or while suffering from an incapacity due to
physical or mental illness, including a condition that does or may result in a
Disability or other period of absence initiated by the Employee and approved by the
Employer.
	 
	 	 	 	The term “Confidential Information” shall mean any and all information (other
than information in the public domain) related to the Company’s, any Subsidiary’s, the
Displacement Entity’s or any Related Entity’s business, including all processes,
inventions, trade secrets, computer programs, technical data, drawings or designs,
information concerning pricing and pricing policies, marketing techniques, plans and
forecasts, new product information, information concerning methods and manner of
operations and information relating to the identity and location of all past, present
and prospective customers and suppliers.
	 
	 	(c)	 	Good Reason. The term “Good Reason” shall mean any of the following to
which the Employee has not consented in writing:






	 	(i)	 	at any time during the Protection Period, any breach of this
Agreement (including breach of the commitments undertaken under paragraph 9(d) of
any nature whatsoever) by or on behalf of the Company or any Subsidiary before a
Displacement or, after a Displacement, the Displacement Entity or any Related
Entity;
	 
	 	(ii)	 	at any time during the Protection Period, a reduction in the
Employee’s title, duties, responsibilities or status, as compared to either (y)
the Employee’s title, duties,




 









 






	 	 	 	responsibilities or status immediately before the beginning of the Protection
Period or (z) any enhanced or increased title, duties, responsibilities or
status assigned to the Employee during the Protection Period;
	 
	 	 
	 	(iii)	 	at any time during the Protection Period, the permanent assignment
to the Employee of duties that are inconsistent with (y) the Employee’s office
immediately before the beginning of the Protection Period or (z) any more senior
office to which the Employee is promoted during the Protection Period;
	 
	 	(iv)	 	during any calendar year ending during the Protection Period (or
any fractional calendar year ending within the Protection Period), a 15% (or
larger) reduction (other than a reduction that is attributable to any termination
for death, after reaching age 65 (but only if the Employee is then entitled to an
immediate, unreduced benefit under a deferred compensation plan described in
Section 401(a) of the Code), Disability or Cause, voluntary termination by the
Employee other than for Good Reason or for any period of temporary absence
protected by law or initiated by the Employee and approved by the Employer) in
the aggregate value of the highest of the Employee’s total compensation for the
calendar year ending before the Date of Termination (including base salary, cash
bonus potential, the value of employee benefits, other than value associated
solely with the performance of investments the Employee controls, and fringe
benefits but excluding compensation attributable to the exercise or liquidation
of stock options) or, if higher, the Employee’s total compensation for the last
calendar year ending before the beginning of the Protection Period (including
base salary, cash bonus potential, the value of employee benefits, other than
value associated solely with the performance of investments the Employee
controls, and fringe benefits) but, in both cases, determined without regard to
any amounts, paid or payable, under paragraphs 6, 7, 8 and 11;
	 
	 	(v)	 	at any time during the Protection Period, a requirement that the
Employee relocate to a principal office or worksite (or accept indefinite
assignment) to a location more than 50 miles distant from (y) the principal
office or worksite to which the Employee was assigned immediately before the
beginning of the Protection Period or (z) any location to which the Employee
agreed, in writing, to be assigned after a Displacement;
	 
	 	(vi)	 	at any time during the Protection Period, the imposition on the
Employee of business travel obligations substantially greater than the Employee’s
business travel obligations during the 12-consecutive-calendar-month period
ending immediately before the beginning of the Protection Period but determined
without regard to any special business travel obligations associated with
activities relating to the Displacement;
	 
	 	(vii)	 	at any time during the Protection Period, the Employer’s (u)
failure to continue in effect any material fringe benefit or compensation plan,
retirement or deferred compensation plan, life insurance plan, health and
accident plan, sick pay plan or disability plan in which the Employee is
participating (or was eligible to participate) immediately before the beginning
of the Protection Period, (v) modification of any of the plans or programs




 









 






	 	 	 	just described that adversely affects the potential value of the Employee’s
benefits under those plans (other than value associated solely with the
performance of investments the Employee controls) or (w) failure to provide the
Employee, after a Displacement, with the same number of paid vacation days to
which the Employee is or becomes entitled at or anytime during the Protection
Period under the terms of the Employer’s vacation policy or program. However,
Good Reason will not arise under this subsection solely because (x) the Company
or any Subsidiary before a Displacement or, after a Displacement, the
Displacement Entity or any Related Entity terminates or modifies any such
program during the Protection Period solely to comply with applicable law but
only to the extent required to meet applicable legal standards, (y) a plan or
benefit program expires under self-executing terms contained in that plan or
benefit program before the Displacement or (z) the Company or any Subsidiary
before a Displacement or, after a Displacement, the Displacement Entity or any
Related Entity replaces a plan or program with a successor plan or program of
equal or equivalent value to the Employee;
	 
	 	 
	 	(viii)	 	for the duration of any period of any absence from active employment that
begins or continues at any time during the Protection Period, failure to provide
or continue for the Employee any benefits (including disability benefits)
available to employees who are absent from active employment (including because
of disability) under programs maintained by the Company, the Displacement Entity
or any Related Entity on the date the absence (including disability) begins;
	 
	 	(ix)	 	during the Protection Period, the Employee is unable to perform
normally assigned duties because of a physical or mental condition and before
his/her Disability is established under paragraph 4(a), the Company or any
Subsidiary before a Displacement or, after a Displacement, the Displacement
Entity or any Related Entity terminates the Employee before the end of the
Disability determination period described in paragraph 4(a);
	 
	 	(x)	 	during the Protection Period, the Company or any Subsidiary before
a Displacement or, after a Displacement, the Displacement Entity or any Related
Entity unsuccessfully attempts to terminate the Employee for Cause, in which case
the Effective Period will not end earlier than 60 days after the conclusion of
the Employer’s unsuccessful attempt to terminate the Employee for Cause;
	 
	 	(xi)	 	during the Protection Period, the Employer attempts to amend or
terminate this Agreement without regard to the procedures described in paragraphs
10 or 13;
	 
	 	(xii)	 	failure at any time to obtain an assumption of the Company’s or
any Subsidiary’s, before a Displacement, or, after a Displacement, the
Displacement Entity’s or any Related Entity’s obligations under this Agreement by
any successor to any of them, regardless of whether such entity becomes a
successor to the Company or any Subsidiary, before a Displacement, or, after a
Displacement, the Displacement Entity or any Related Entity as a result of a
merger, consolidation, sale of assets or any other form of reorganization; or




 









 






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






	5.	 	Notice of Termination. Any purported termination of the Employee’s employment shall
be communicated by a written Notice of Termination to the other party delivered no later than
60 days after the Employee, in the case of Good Reason, or, in other cases, the Change Entity
and any Related Entity, knows or with reasonable diligence should have known of the event
constituting Good Reason, Cause or Disability. For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which shall indicate the specific termination
provisions 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 a “Date of Termination”, which shall be
the date of the Employee’s termination of employment.






	6.	 	Compensation and Benefits Upon Termination.






	 	(a)	 	If a Displacement has occurred and during the Protection Period the Employee’s
employment is terminated (i) by the Employer other than for Cause, Disability or death,
or (ii) by the Employee for Good Reason, the Employee shall be entitled to (and each of
the Displacement Entity and all Related Entities shall be jointly liable for) the
compensation and benefits provided in subparagraph (c) below.
	 
	 	(b)	 	The compensation described in subparagraphs (c)(i), (c)(ii) and (c)(iii) shall be
paid by the Displacement Entity or the Employer (or jointly by them) to the Employee in
a single lump sum cash payment on or before the fifth business day following the
effective Date of Termination. The compensation and benefits described in subparagraphs
(c)(iv), (c)(v), (c)(vi) and (c)(vii) will be paid as provided in those subparagraphs.
	 
	 	(c)	 	The compensation and benefits payable to an Employee pursuant to this paragraph 6
shall be as follows:






	 	(i)	 	Base Salary to Date of Termination. The Employee’s full
base salary through the Date of Termination.
	 
	 	(ii)	 	Base Salary. An amount equal to the Employee’s annual base
salary (at the highest annualized rate in effect at any time during the
Protection Period) multiplied by the number indicated in Item 6(c)(ii) on Exhibit
A, which Exhibit is attached hereto and incorporated by reference herein.
	 
	 	(iii)	 	Incentive Compensation. An amount equal to (y) the value
of 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 (and/or any analogous plan adopted after the date of this
Agreement) for the year of the Employee’s Date of Termination (or any higher
percentage based on objective criteria specified in the Executive Incentive
Compensation Plan for the year in which the Date of Termination occurs and/or any
analogous plan adopted after the date of this Agreement that the




 









 






	 	 	 	Employee has achieved before the Date of Termination) or, if higher, the value
of the incentive compensation payment the Employee received under the Company’s
Executive Incentive Plan (and/or any analogous plan adopted after the date of
this Agreement) at any time during the Protection Period multiplied by (z) the
number indicated in Item 6(c)(iii) on Exhibit A.
	 
	 	 
	 	(iv)	 	Stock Plans. The Employee’s outstanding stock options and
other stock, phantom stock, stock appreciation rights or similar arrangements in
which he/she participates, whether issued before, in connection with or after the
Displacement will be fully vested and exercisable and settled in accordance with
the terms of the applicable plan or plans. Notwithstanding any provisions to the
effect that rights terminate upon termination of employment, the Employee (or
his/her beneficiary) shall be given the remaining period provided in the grant
(determined without regard to the Employee’s termination), to realize or exercise
all rights or options provided under such plans with respect to any stock option,
and other stock, phantom stock, stock appreciation rights or similar grants.
	 
	 	(v)	 	Medical Benefits and Life Insurance. The Employer or the
Displacement Entity shall maintain in full force and effect for the Employee’s
(and for his/her family if family coverage is then in effect) continued benefit
until the earlier of the number of months listed in Item 6(c)(v) on Exhibit A
after the Date of Termination, or the end of the calendar month in which the
Employee reaches the age of 67, all medical insurance (including health care,
dental, vision and prescription drug insurance), life insurance, and accidental
death and dismemberment insurance including conversion rights (collectively
“Welfare Benefits”), with coverage and limits, separately for each
Welfare Benefit and in the aggregate, identical to those in effect with respect
to the Employee (including family coverage if family coverage is then in effect),
immediately before the Date of Termination or, if higher (both separately and in
the aggregate) at any time during the Protection Period. If the Employer or the
Displacement Entity is unable to provide some or all of the Welfare Benefits
through its insured program for the duration of the period described in the first
sentence of this paragraph, the Employer or the Displacement Entity will
distribute to the Employee a lump sum cash amount equal to the highest aggregate
premium amount paid during the Protection Period with respect to the Welfare
Benefit it is unable to provide through its insured programs multiplied by the
number of whole and fractional premium periods for which it is unable to provide
this coverage through its insured program, plus an additional amount equal to the
Premium Tax Obligation (as defined below). If the Employee is a participant in
the Company’s Executive Committee Life Insurance Program (and/or any analogous
plan adopted after the date of this Agreement) on the Date of Termination, the
Displacement Entity and/or the Employer shall pay the premium for the Employee on
such insurance for a period ending the earlier of the number of months listed in
Item 6(c)(v) 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 Premium Tax Obligation. For the sole purpose of
determining the Employee’s eligibility to participate in the Company’s




 









 






	 	 	 	Welfare Benefit programs, the Employee shall be considered to be on a paid
leave of absence as long as he/she is receiving benefits under this Agreement.






	 	 	 	The term “Premium Tax Obligation” shall mean an additional cash amount
equal to all applicable federal, state and local, income, wage, employment and
excise taxes (including those imposable under Code § 4999) so that, after
payment of all taxes due on the cash payments described in this subparagraph
(c)(v) (i.e., the cash equivalent of the premiums needed to provide the Welfare
Benefits the Displacement Entity and/or the Company are unable to provide
through their insured programs), the Employee will retain cash equal to the
highest aggregate premium amount paid during the Protection Period with respect
to the Welfare Benefit it is unable to provide through its insured programs
multiplied by the number of whole and fractional premium periods for which it
is unable to provide this coverage through its insured program.
	 
	 	 	 	Notwithstanding the foregoing, (A) any amounts or benefits that will be paid or
provided under this subparagraph with respect to health or dental coverage
after completion of the time period described in Treasury Regulation
§1.409A-1(b)(9)(v)(B) and (B) any other amounts or benefits that will be paid
or provided under this subparagraph shall be subject to the following
requirements: (1) the amount of expenses eligible for reimbursement or benefits
provided during any taxable year of the Employee may not affect the expenses
eligible for reimbursement or benefits to be provided in any other taxable year
of the Employee; (2) any reimbursement of an eligible expense shall be made on
or before the last day of the taxable year of the Employee following the
taxable year of the Employee in which the expense was incurred; and (3) the
right to such reimbursement or benefit may not be subject to liquidation or
exchange for another benefit.






	 	(vi)	 	Supplemental Executive Retirement Plan. The following shall
apply for purposes of calculating the Employee’s benefits, if applicable, under
the FirstMerit Corporation 2008 Supplemental Executive Retirement Plan effective
as of January 1, 2008, and as maybe amended from time to time (“SERP”):






	 	(y)	 	the vested portion of the Employee’s Account (as
defined in Section 5.01 of the SERP) shall be increased by the amount of
contributions described in Section 3.01 of the SERP that the Employee
would have received had the Employee remained a Participant (as defined in
the SERP) for an additional 2 Plan Years (as defined in the SERP); and
	 
	 	(z)	 	the Employee’s “Compensation” for purposes of the
SERP shall be deemed to be equal to the total of the highest monthly base
salary and bonus compensation earned by the Employee for any 12 month
period during the 24 month period immediately preceding the Change in
Control and the value of 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 (and/or any
analogous plan adopted after the date of this Agreement) in the




 









 






	 	 	 	year of Employee’s Date of Termination (or any higher percentage based on
objective criteria specified in the Incentive Compensation Plan for the
year in which the Date of Termination occurs and/or any analogous plan
adopted after the date of this Agreement) that the Employee has achieved
before the Effective Date of Termination in the year of Employee’s Date
of Termination.






	 	 	 	The terms of this subparagraph (vi) shall apply only if Employee is a
participant in the SERP, and 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 (vi) (y) and (z) above, is
assumed to commence on the earliest date upon which the Employee is eligible to
retire and receive a benefit under the SERP.
	 
	 	 	 	If the SERP is terminated and the Employee cites that termination as a basis
for Good Reason termination, the benefits due under this subparagraph will be
calculated as if the SERP had not been terminated. (vii) Outplacement
Fees. For a period not to exceed one year after the Date of Termination,
the Displacement Entity, the Employer or any Related Entity will pay directly
to the provider 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)(vii) on Exhibit A.






	 	(d)	 	Notwithstanding anything in this Agreement to the contrary, if the Employee is a
“specified employee” (within the meaning of Section 409A of the Code and as determined
under the relevant entity’s policy for determining specified employees), on the
Employee’s date of termination and the Employee is entitled to a payment and/or a
benefit under this Agreement that is required to be delayed pursuant to Section
409A(a)(2)(B)(i) of the Code, then such payment or benefit, as the case may be, shall
not be paid or provided (or begin to be paid or provided) until the first business day
of the seventh month following the date of the Employee’s termination of employment (or,
if earlier, the date of the Employee’s death). The first payment that can be made to
the Employee following such postponement period shall include the cumulative amount of
any payments or benefits that could not be paid or provided during such postponement
period due to the application of Section 409A(a)(2)(B)(i) of the Code.






	7.	 	Overall Limitation on Benefits. Notwithstanding any provision in this Agreement to
the contrary (other than paragraphs 6(c)(v), 8 and 11 which will apply under the circumstances
described in those paragraphs and below), if, as of the date of the Displacement, the
Displacement Entity (after consulting with an independent accounting or compensation
consulting company) ascertains that the compensation and benefits provided to the Employee
pursuant to or under this Agreement (other than the Welfare Benefit Replacement Cost defined
below and the amounts described in paragraphs 8 and 11), either alone or when combined with
other compensation and benefits received by the Employee, would constitute “parachute
payments” within the meaning of Section 280G of the Code, or the regulations adopted
thereunder, then the compensation and benefits payable pursuant to or under this Agreement
(other than the Welfare Benefit Replacement Cost and the amounts described in paragraphs 8 and
11)




 









 






	 	 	shall be reduced to the extent necessary so that no portion thereof shall be subject to the
excise tax imposed by Section 4999 of the Code (“Excise Taxes”). 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 constitute a parachute payment
and, if requested, such determination shall be made by an independent accounting or
compensation consulting company (other than the entity described in the first sentence of
this subparagraph) selected by the Displacement Entity and approved by the party requesting
such determination, the fees of which will be borne solely by the Displacement Entity. Any
reduction required under this paragraph 7 shall be made consistent with the requirements of
Section 409A of the Code.






	 	 	If the Internal Revenue Service subsequently and finally decides that the amount of the
reduction applied under this paragraph 7 is not sufficient to avoid the Excise Taxes on
compensation and benefits (other than the Welfare Benefit Replacement Cost and those amounts
described in paragraphs 8 and 11), the Employee will immediately remit an additional amount
to the Displacement Entity equal to the difference between the amount paid (other than the
Welfare Benefit Replacement Cost and those amounts described in paragraphs 8 and 11) and the
amount the Internal Revenue Service is necessary to avoid the Excise Taxes. Also, the
Employee agrees to promptly notify the Displacement Entity of an assessment or inquiry from
the Internal Revenue Service relating to payments under this Agreement that would, if made
final, result in imposition of an Excise Tax and also agrees to cooperate with the
Displacement Entity in resisting any Excise Tax assessment. However, the Displacement Entity
will have complete control over resolution of any claim by the Internal Revenue Service that
might generate an Excise Tax (although it will have no dispositive power over any other tax
matter that may be subject to the same audit) and the Company will bear all costs associated
with that effort.
	 
	 	 	For purposes of this paragraph 7, “Welfare Benefit Replacement Cost” equals the sum
of the amount required to enable the Employee to purchase the Welfare Benefits the
Displacement Entity and the Company are unable to provide through their insured programs
throughout the period described in paragraph 6(c)(v) plus the Premium Tax Obligation. When
applying the rules described in this paragraph 7, the Welfare Benefit Replacement Cost and
those amounts described in paragraphs 8 and 11 will be disregarded entirely and the
calculation of any Excise Tax liability (and, if appropriate, reduction of compensation and
benefits to avoid any Excise Tax liability) will be performed without reference to the
Welfare Benefit Replacement Cost and the amounts described in paragraphs 8 and 11.






	8.	 	Legal, Etc. Fees. The Displacement Entity shall pay all reasonable legal, accounting
and actuarial fees and expenses incurred by the Employee in enforcing any right or benefit
provided by this Agreement. If it is subsequently determined that payment of these fees are
parachute payments, the Displacement Entity or the Employer will fully gross-up the Employee
for the income, wage, employment and excise taxes associated with that payment so that, after
all applicable federal, state and local, income, wage, employment and excise taxes (plus any
assessed interest and penalties), the Employee will have incurred no liability (either for
these fees or the taxes just listed) with respect to the matters encompassed in this
paragraph. Any legal, accounting and actuarial fees and expenses being reimbursed must relate
to a claim brought during the lifetime of the Employee or the duration of the Employee’s
estate arising from the alleged breach of any obligation of Employer under this Agreement and
the reimbursement or




 









 






	 	 	payment is subject to the following: (a) the amount eligible for reimbursement during any
taxable year of the Employee or the Employee’s estate may not affect the amount eligible for
reimbursement in any other taxable year of the Employee or the Employee’s estate; (b) any
reimbursement must be made on or before the last day of the Employee’s of the Employee’s
estate’s taxable year following the taxable year in which the cost was incurred; and (c) the
right to reimbursement for such costs may not be subject to liquidation or exchange for
another benefit. Any gross-up payment of taxes shall be made by the end of the taxable year
following the year in which the Employee of the Employee’s estate remits the taxes being
grossed-up.
	 
	 	 
	9.	 	Obligations. By signing this Agreement, the Employee agrees to be bound by and to
comply with the following restrictions, whether or not the Employee also receives the
compensation and benefits described in paragraph 6 (except as otherwise provided in this
paragraph 9):






	 	(a)	 	For a period of twelve (12) full calendar months after the Employee’s employment
terminates for any reason described in paragraph 6(a), he will not directly or
indirectly engage in, assist or have an active interest in (whether as proprietor,
partner, investor, shareholder, officer, director or any type of principal whatsoever)
or enter the employment of or act as agent for or adviser or consultant to any person or
entity who is (or is about to become) engaged in any business that competes with the
Company or in any national banking association with deposits in excess of $5.0 billion
anywhere in the state of Ohio and in any county in Pennsylvania (or any other state) in
which FirstMerit has an office or branch on the date of termination. The Company and
the Employee expressly agree that a portion of the consideration described in paragraph
6 is allocable to the non-competition covenant described in this paragraph 9(a) and that
the amount so allocated shall reduce the amount of any “parachute payment” (within the
meaning of Section 280G of the Code) to which the Employee may be entitled under this
Agreement. Notwithstanding the foregoing, to the extent that any applicable law
prohibits allocation of all or any portion of the consideration described in this
paragraph 6 to the non-competition covenant described in this Paragraph 9(a) such that
the amount so allocated reduces the amount of any parachute payment to which the
Executive may be entitled under this Agreement, the non-competition covenant described
in this Section 9(a) shall not apply to the Employee.
	 
	 	(b)	 	If any “person” (as used in paragraph 2(b)) initiates a tender or exchange
offer, distributes proxy materials to the Company’s shareholders or takes other steps
to effect, or that may result in, a Displacement, the Employee agrees not to terminate
employment voluntarily during the pendency of that activity (other than by reason of
termination after reaching retirement age or Disability or for Good Reason) and to
continue to serve as a full-time employee until those efforts are abandoned, that
activity is terminated or until a Displacement has occurred.
	 
	 	(c)	 	Except as otherwise required by applicable law, Employee expressly agrees to keep
and maintain Confidential Information (as defined in paragraph 4(b)) confidential and
not, at any time during or subsequent to the Employee’s employment, to use any
Confidential Information for Employee’s own benefit or to divulge, disclose or
communicate any Confidential Information to any person or entity in any manner except
(i) to employees or agents of the Company, any Subsidiary, the Displacement Entity and
any Related Entity that need the Confidential




 









 






	 	 	 	Information to perform their duties on behalf of the Company, any Subsidiary, the
Displacement Entity and any Related Entity, (ii) in the performance of Employee’s
duties, (iii) as a necessary (and only to the extent necessary) part of any
undertaking by the Employee to enforce the Employee’s rights under this Agreement or
(iv) pursuant to a subpoena. Employee also agrees to notify the Company, before a
Displacement and, after a Displacement, the Displacement Entity promptly of any
circumstance Employee believes may legally compel the disclosure of Confidential
Information and to give this notice before disclosing any Confidential Information.
	 
	 	 
	 	(d)	 	The Employee agrees that during and after employment and without additional
compensation (other than reimbursement for reasonable associated expenses, which shall
be made consistent with the Employer’s normal policy relating to the reimbursement of
expenses) to cooperate with the Company, any Subsidiary, the Displacement Entity and any
Related Entity in the following areas:






	 	(i)	 	the Employee agrees (w) to be reasonably available to answer
questions for the Company’s, any Subsidiary’s, the Displacement Entity’s and any
Related Entity’s officers regarding any matter, project, initiative or effort for
which the Employee was responsible while employed by the Employer and (x) to
cooperate with the Company, any Subsidiary, the Displacement Entity and any
Related Entity during the course of all third-party proceedings arising out of
the Company’s, any Subsidiary’s, the Displacement Entity’s or any Related
Entity’s business about which the Employee has knowledge or information. For
purposes of this Agreement, (y) “proceedings” includes internal
investigations, administrative investigations or proceedings and lawsuits
(including pre-trial discovery and trial testimony) and (z) “cooperation”
includes the Employee’s being reasonably available for interviews, meetings,
depositions, hearings and/or trials without the need for subpoena or assurances
by the Company, any Subsidiary, the Displacement Entity or any Related Entity
providing any and all documents in the Employee’s possession that relate to the
proceeding and providing assistance in locating any and all relevant notes and/or
documents.
	 
	 	(ii)	 	unless compelled to do so by lawfully-served subpoena or court
order, the Employee agrees not to communicate with, or give statements or
testimony to, any attorney representing an interest opposed to the Company’s, any
Subsidiary’s, the Displacement Entity’s or any Related Entity’s interest
(“Opposing Attorney”), Opposing Attorney’s representative (including
private investigators) or current or former employee relating to any matter
(including pending or threatened lawsuits or administrative investigations) about
which the Employee has knowledge or information (other than knowledge or
information that is not Confidential Information as defined in paragraph 4(b)) as
a result of employment with the Company, any Subsidiary, the Displacement Entity
or any Related Entity. The Employee also agrees to notify the Employer after
being contacted by a third party or receiving a subpoena or court order to appear
and testify with respect to any matter that may include a claim opposed to the
Company’s, any Subsidiary’s, the Displacement Entity’s or any Related Entity’s
interest. However, this subsection will not




 









 






	 	 	 	apply to any effort undertaken by the Employee to enforce the Employee’s rights
under this Agreement but only to the extent necessary for that purpose.
	 
	 	 
	 	(iii)	 	the Employee agrees not to communicate with, or give statements
to, any member of the media (including print, television or radio media) relating
to any matter (including pending or threatened lawsuits or administrative
investigations) about which the Employee has knowledge or information (other than
knowledge or information that is not Confidential Information as defined in
paragraph 4(b)) as a result of employment with the Company, before a
Displacement, or, after a Displacement, the Displacement Entity immediately after
being contacted by any member of the media with respect to any matter affected by
this section.






	 	(e)	 	The Employee, the Company, any Subsidiary, the Displacement Entity and any
Related Entity agree that none will make any disparaging remarks about the others.
However, this restriction will not preclude (i) remarks by any employee made in the
normal course of business, (ii) remarks by the Employee that are required to discharge
the Employee’s regular duties or other duties described in this Agreement, (iii) the
Company, any Subsidiary, the Displacement Entity or any Related Entity from making (or
eliciting from any person) disparaging remarks about the Employee concerning any conduct
that may lead to a termination for Cause (including initiating an inquiry or
investigation that may result in a termination for Cause), but only to the extent
reasonably necessary to investigate the Employee’s conduct and to protect the Company’s,
any Subsidiary’s, the Displacement Entity’s and any Related Entity’s interests or (iv)
any remarks made by any party that are necessary (but only to the extent necessary) to
resolve any dispute arising under this Agreement and that are made solely in the context
of proceeding undertaken pursuant to paragraph 11.
	 
	 	(f)	 	If the Employee breaches any obligation described in this Agreement:






	 	(i)	 	If that breach occurs before a Displacement, this Agreement will
terminate as of the date of the breach, even if the fact of the breach becomes
apparent at a later date and no amounts will be due under this Agreement;
	 
	 	(ii)	 	If that breach occurs after a Displacement but before the Employee
has terminated, this Agreement will terminate as of the date of the breach, even
if the fact of the breach becomes apparent at a later date, and no amounts will
be due under this Agreement; or
	 
	 	(iii)	 	If that breach occurs after a Displacement and after the Employee
terminates employment, (y) the Displacement Entity will be entitled to treat the
Employee as having terminated for Cause and (z) Employee will repay the amounts
already received in paragraph 6 plus interest calculated with reference to the
mid-term applicable federal rate [as defined in Section 1274(d) of the Code] for
January 1 of each calendar year, compounded annually until paid and will be
entitled to no further amounts under this Agreement.




 









 












	10.	 	Term of Agreement. The Term of this Agreement shall be from the Effective Date
through the last day of the calendar month which is the number of months listed in Item 10 on
Exhibit A beginning after a Displacement. Nevertheless, this Agreement will terminate on the
earliest of the following to occur:






	 	(a)	 	Except as provided in paragraph 6, the Employee’s employment with the Company or
any Subsidiary, before a Displacement, or, after a Displacement, the Displacement Entity
or any Related Entity terminates before the beginning of the Protection Period;
	 
	 	(b)	 	Before the beginning of a Protection Period, the Employee is reassigned to a more
junior position than that held on the date of this Agreement; however, if the more
junior position is in an employee classification, the majority of whose members have
displacement agreements (or analogous agreements, other than a Change in Control
Termination Agreement), this Agreement will remain in effect, although benefit levels
will automatically be adjusted to the level established under those agreements;
	 
	 	(c)	 	The Employee mutually agrees, in writing, to terminate this Agreement, whether or
not it is replaced with a similar agreement;
	 
	 	(d)	 	The Company notifies the Employee, in writing, that the Agreement is to terminate
at the end of its then current term. To be effective, however, this written notice (i)
must be given no later than 60 consecutive calendar days before the end of the then
current term but (ii) may never be effective during a Protection Period, although a
notice of termination of this Agreement given during the portion of the Protection
Period before a Displacement may be effective if a Displacement does not occur; or
	 
	 	(e)	 	All payments due under this Agreement have been fully paid.






	 	 	However this Agreement will not terminate if, before the beginning of or during a Protection
Period, the Employee is reassigned to a more senior position than that held on the date of
this Agreement. In this case, the Agreement will remain in effect, although the benefit
levels will automatically be adjusted to the level established for other employees assigned
to that classification or, if there is no other employee in that classification, to the
highest level in effect under this Agreement.
	 
	11.	 	Dispute Resolution. Any disagreement concerning the calculation of any payment due
under this Agreement that is not resolved by agreement between the parties (or by the
independent accounting or compensation consulting company described in paragraph 7 with
reference to matters described in that paragraph) or other dispute or controversy arising out
of or relating to this Agreement that is not resolved by agreement between the parties,
including the basis on which the Employee’s employment is terminated, will be resolved by
arbitration in accordance with the rules of the American Arbitration Association. The award
of the arbitrator will be final, conclusive and nonappealable and judgment upon the award
rendered by the arbitrator may be entered in any court having competent jurisdiction. The
arbitrator must be an arbitrator qualified to serve in accordance with the rules of the
American Arbitration Association and one who is approved by the Company, before a
Displacement, or, after a Displacement, the Displacement Entity and the Employee. If the
Employee and the Company, before a




 









 






	 	 	Displacement, or, after a Displacement, the Displacement Entity fail to agree on an
arbitrator, each must designate a person qualified to serve as an arbitrator in accordance
with the rules of the American Arbitration Association and these persons will select the
arbitrator from among those persons qualified to serve in accordance with the rules of the
American Arbitration Association. Any arbitration relating to this Agreement will be held in
Summit County, Ohio (or other geographical area acceptable to the parties).
	 
	 	 
	 	 	The Company, before a Displacement, or, after a Displacement, the Displacement Entity or any
Related Entity will bear all reasonable costs associated with any dispute arising under this
Agreement, including reasonable accounting and legal fees incurred by the Employee in
connection with the arbitration proceedings just described. If it is subsequently determined
that payment of these costs are parachute payments, the Company, before a Displacement, or,
after a Displacement, the Displacement Entity will fully gross-up the Employee for the
income, wage, employment and excise taxes associated with that payment so that, after all
applicable federal, state and local, income, wage, employment and excise taxes (plus any
assessed interest and penalties), the Employee will have incurred no liability (either for
these fees or the taxes just listed) with respect to the matters encompassed in this
paragraph 11. The treatment of payments or reimbursements and gross-ups pursuant to this
paragraph are described in paragraph 8.
	 
	 	 	If otherwise due, payments not being contested under the procedures described in this
paragraph will not be deferred during the pendency of procedures described in this paragraph.
	 
	 	 	If the arbitrator decides, at the conclusion of the arbitration proceedings described in this
paragraph, that the Company, before a Displacement, or, after a Displacement, the
Displacement Entity has understated the amount due under this Agreement, the Company, before
a Displacement, or, after a Displacement, the Displacement Entity will, subject to
application of paragraph 7 to the aggregate of the amount initially paid under paragraph 6
and the additional award, pay the additional amount, if any, to the Employee within 30 days
after the date of the award along with interest calculated at the interest rate prescribed by
the arbitrator. However, if, after application of paragraph 7 to the arbitrator’s award, the
net amount due to the Employee would not increase, no amounts will be paid under this
subsection, regardless of the arbitrator’s award.
	 
	12.	 	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 or any Subsidiary, before a Displacement,
or, after a Displacement, the Displacement Entity, the Employer or any Related Entity shall be
directed to the attention of the President of the Company with a copy to the Secretary of the
Company, before a Displacement or, after a Displacement, to the President of the Displacement
Entity with a copy to the Secretary of the Displacement Entity (or, in the case of the
President, directed to the notice of the Chairman of the Board of the Company, before a
Displacement, or, after a Displacement, to the Chairman of the board of directors of the
Displacement Entity with a copy to the Secretary of the Displacement Entity), 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. If the last
address given by the Employee is not current, the Employer will use reasonable means to locate
the Employee.




 









 






	13.	 	Miscellaneous.






	 	(a)	 	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 or the board of
directors of the Displacement Entity. 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.
	 
	 	(b)	 	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; provided, however, that this Agreement shall not
supersede or in any way limit the rights, duties or obligations the Employee may have
under any other written agreement with the Company or any Subsidiary, the Displacement
Entity, the Employer or any Related Entity that are not inconsistent with the terms of
this Agreement.
	 
	 	(c)	 	Except as expressly provided in this Agreement, the Employee’s right to receive
the payments described in this Agreement will not decrease the amount of, or otherwise
adversely affect, any other benefits payable to the Employee under any other plan,
agreement or arrangement.
	 
	 	(d)	 	The Employee is not required to mitigate the amount of any payment described in
this Agreement by seeking other employment or otherwise, nor will the amount of any
payment or benefit provided for in this Agreement be reduced by any compensation or
benefits the Employee earns, or is entitled to receive, in any capacity after
termination or by reason of the Employee’s receipt of or right to receive any retirement
or other benefits attributable to employment.
	 
	 	(e)	 	Except as expressly provided elsewhere in this Agreement, the amount of any
payment made under this Agreement will be reduced by amounts the Employer is required to
withhold in payment (or in anticipation of payment) of any income, wage or employment
taxes imposed on the payment.
	 
	 	(f)	 	The right of an Employee or any other person to receive any amount under this
Agreement may not be assigned, transferred, pledged or encumbered except by will or by
applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or
encumber any amount that is or may be receivable under this Agreement will be null and
void and of no legal effect. However, this paragraph will not preclude payment under
paragraph 13(g) of any benefit to which a deceased Employee is entitled.
	 
	 	(g)	 	Subject to the preceding subparagraph (f), this Agreement inures to the benefit
of and may be enforced by the Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
	 
	 	(h)	 	If:




 









 












	 	(i)	 	the Employee’s employment relationship shifts between the Company
and any Subsidiary before a Displacement or after a Displacement, between the
Displacement Entity and any Related Entity and there has been no intervening
termination, this Agreement will remain in full force and effect and for all
purposes of this Agreement, the Employee’s new employer will be substituted for
the Employee’s prior employer.
	 
	 	(ii)	 	the Employee’s employer is no longer a Subsidiary, whether or not
as part of a transaction that constitutes a Displacement, this Agreement will
remain in full force and effect. However, the Employee will not be entitled to
any amount under this Agreement on account of a Displacement that solely affects
the Company after that transfer and is not part of the same transaction through
which the employer stopped being a Subsidiary.






	14.	 	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 (other than the laws of conflict
of laws) of the State of Ohio.
	 
	15.	 	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.
	 
	16.	 	Section 409A of the Code. This Agreement is intended to comply with the requirements
of Section 409A of the Code, and, to the maximum extent permitted by law, shall be
interpreted, construed and administered consistent with this intent. None of the Company, the
Employer, any Related Entity, the Change Entity, the Board or any other person shall have
liability in the event this Agreement fails to comply with the requirements of Section 409A of
the Code. Nothing in this Agreement shall be construed as the guarantee of any particular tax
treatment to the Employee.





         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)	 	 






 









 





FirstMerit Corporation

2009 Displacement Agreement



(Tier I/2008 SERP)




Exhibit A




	 	 	 

	Name of Executive:

	 	(print)
	 
	 	 
	Item 6(c)(ii): Multiplied By:

	 	(insert number)
	 
	 	 
	Item 6(c)(iii): Multiplied By:

	 	(insert number)
	 
	 	 
	Item 6(c)(v):

	 	(insert number of months)
	 
	 	 
	Item 6(c)(vii): Outplacement Fee:

	 	$[insert]
	 
	 	 
	Item 10

	 	(insert number of months)