exv10w22






Exhibit 10.22




FIRSTMERIT CORPORATION

AMENDED AND RESTATED

DISPLACEMENT AGREEMENT

(TIER I)




     THIS AGREEMENT (“Agreement”) originally was 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”). Effective as of this ___ day
of ____________, 20___, the parties hereby amend and restate the Agreement as set forth herein.



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 have previously entered into a Displacement Agreement, which
agreement is being replaced in its entirety by this Agreement and may also 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.



     E. The parties desire to amend the Agreement for the purpose of complying with Section 409A of
the Internal Revenue Code of 1986, as amended (“Code”) and to make other changes, all as set forth
herein.



     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:



          (a) 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;




          (b) 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 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;




          (c) 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 (c) shall not
be deemed to be a Change in Control for purposes of this paragraph (c) by virtue of any of the
following acquisitions:





          (i) by the Company or any Subsidiary (i.e., any entity related to the Company through
common ownership as determined under Sections 414 or 1563 of the Code);




          (ii) 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;




          (iii) directly through an equity compensation plan maintained by the Company or any
Subsidiary, including a program described in Section 423 of the Code;




          (iv) by any underwriter temporarily holding securities pursuant to an offering of such
securities;



 









 






          (v) by any entity or “person” (including a “group” as contemplated by Sections 13(d)(3)
and 14(d)(2) of the 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




          (vi) pursuant to a Non-Control Transaction (as defined in paragraph (d)).



          (d) 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 (a), (b) or (c) or (f), unless immediately following
such Business Combination:





          (i) more than 50% of the total voting power of (A) the corporation resulting from such
Business Combination (the “Surviving Entity”), or (B) 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




          (ii) 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 (d)(i) and
(d)(ii) shall be deemed to be a “Non-Control Transaction”);



          (e) 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 (a), (b) or
(c) or (f); or




          (f) 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
(f), 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.”



     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 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 Protection Period (i.e., 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 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.




          (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 percent (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.




          (vi) 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 longer of 90 days after
the Date of Termination, or 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 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 Amended
and Restated Supplemental Executive Retirement Plan, originally effective on February 13,
1987 and amended and restated effective of as November 20, 2008, and as maybe amended from
time to time,



 









 







and/or any other nonqualified plan of deferred compensation in effect during the
Protection Period (the “SERP”):




          (x) for purposes of calculating the Employee’s Monthly Retirement Income (as
defined in the SERP) under Sections 4.01 and 4.02 (or successor section) of the SERP
and for purposes of determining the Employee’s vested Monthly Retirement Income under
Section 4.05 (or successor section) of the SERP, the Employee’s Years of Service (as
defined in the SERP) shall be increased by 24 months;




          (y) 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 24 months; and




          (z) the Employee’s Average Monthly Earnings for purposes of the SERP shall be
deemed to be equal to the total of the highest monthly base salary earned by the
Employee during the 24 months immediately preceding the Displacement 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 divided by 12.




     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)(x), (y) and
(z) 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.




     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) This Agreement is intended to replace and supersede the existing Displacement Agreement
between the Company and the Employee, which prior agreement shall become invalid as of the date of
signing this Agreement. 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) if 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)	 	 





 









 





Amended and Restated

Displacement Agreement

(Tier I)




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)