8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 10, 2008

FIRSTMERIT CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	0-10161	34-1339938
(State or other jurisdiction	(Commission	( IRS Employer
of incorporation)	File Number)	Identification No.)

III Cascade Plaza, 7th Floor Akron, Ohio	44308
(Address of principal executive offices)	(Zip Code)

(330) 996-6300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

     On December 10, 2008, FirstMerit Corporation (the “Company”) adopted the FirstMerit Corporation 2008 Excess Benefit Plan (the “2008 Excess Plan”), in order to provide supplemental retirement benefits to certain executive officers that are not able to be provided under The FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan (the “Qualified Plan”) as a result of limitations imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, on December 16, 2008, the Company adopted certain amendments to the Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan (the “Director Deferred Plan”) and the Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan (the “Executive Deferred Plan”) (collectively, the “Deferred Plans”), in order to ensure that the Deferred Plans comply with Section 409A of the Code and the final Treasury Department rules promulgated thereunder. Moreover, certain amendments were made to the Deferred Plans in order to diversify the investment options available to participants in the Deferred Plans and to increase the number of shares of the Company’s common stock, without par value (the “Common Shares”) available for issuance under the Deferred Plans. The material terms of the 2008 Excess Plan and the material amendments to the Deferred Plans are discussed below, which discussion is qualified in its entirety by reference to the complete texts of the 2008 Excess Plan, the Director Deferred Plan and the Executive Deferred Plan, each of which is attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.

2008 Excess Plan

• Eligible Participants. The 2008 Excess Plan is an unfunded arrangement designed for a select group of management and highly compensated employees, as determined by the Compensation Committee in its sole discretion. Eligible employees become participants under the 2008 Excess Plan in the first plan year (a “Plan Year”) during which the eligible employee is a participant in the Qualified Plan and the eligible employee’s benefits under the Qualified Plan are affected by the limitations set forth in Section 401(a)(17) of the Code.

• Company Contributions. Pursuant to the 2008 Excess Plan, the Company will maintain an account for each participant. With respect to each Plan Year, the Company will make a deemed contribution to each participant’s account in an amount equal to the excess, if any, of: (a) the maximum matching contribution which could have been credited to an account for the participant’s benefit for the Plan Year under the Qualified Plan if the limitations under Section 401(a)(17) of the Code were not applied; minus (b) the actual matching contributions which was credited to an account for the participant’s benefit for such Plan Year under the Qualified Plan (such amount, a “Supplemental Matching Contribution”). In addition, the Company reserves the right to issue discretionary contributions to the account of one or more participants as may be determined by the Company’s Board of Directors (such amount, a “Discretionary Contribution”).

• Vesting. A participant will be vested in all Supplemental Matching Contributions and all Discretionary Contributions in the same percentage as the participant is vested in matching contribution under the Qualified Plan. A participant will become 100% vested upon the earliest to occur of: (1) a determination that the participant is Disabled prior to the participant’s Separation from Service; (2) the participant’s Separation from Service due to his or her death; or (3) the participant’s Separation from Service by the Company without Cause or by the participant for Good Reason, in each case, within two years following a Change in Control (as such terms are

	defined in the 2008 Excess Plan). Any amounts credited to a participant’s account that are not vested at the time of a participant’s Separation from Service will be forfeited.
•	Distributions. Except as otherwise provided, a participant in the 2008 Excess Plan will receive a distribution in cash equal to the value of the vested portion of their account within 90 days following their Separation from Service with the Company. Under the 2008 Excess Plan, each participant may elect to receive their vested distributions either in a single lump sum payment or in ten equal annual installments.
•	Separation from Service for Cause. Notwithstanding anything in the 2008 Excess Plan to the contrary, if a participant incurs a Separation from Service by the Company for Cause, all amounts credited to the participant’s account (whether or not vested) will be forfeited as of the date of such Separation from Service.
•	Non-Competition and Clawback. Under the terms of the 2008 Excess Plan, participants agree not to compete with the Company for a period of three years following their Separation from Service with the Company. In addition, each participant agrees that in the event of a violation of such non-competition provision, such participant may be required to repay the Company an amount equal to all distributions received by the participant and to forfeit any amounts credited to their account.
•	Section 409A Compliance. It is the intention of the Company that the 2008 Excess Plan comply with Section 409A of the Code and that the 2008 Excess Plan will be interpreted, administered and operated accordingly.

Material Amendments to the Deferred Plans

• Deferral Investment Options. The Deferred Plans have been expanded to provide participants with the option to invest deferred funds in a variety of investments vehicles, including certain investment fund indices available to participants in the Qualified Plan.

• Increased Shares. The Deferred Plans have been modified to increase the number of Common Shares available for issuance under both the Director Deferred Plan and Executive Deferred Plan to 750,000 shares.

• Section 409A Compliance. Numerous other provisions of the Deferred Plans have been adopted or modified in order to meet the compliance criteria of Section 409A of the Code.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number	Description
10.1	FirstMerit Corporation 2008 Excess Benefit Plan
10.2	Amended and Restated FirstMerit Corporation Director Deferred Compensation Plan
10.3	Amended and Restated FirstMerit Corporation Executive Deferred Compensation Plan

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FirstMerit Corporation
By:	/s/ Terrence E. Bichsel
	Terrence E. Bichsel
	Executive Vice President and Chief Financial Officer

 
Date: December 16, 2008

EX-10.1

Exhibit 10.1

FIRSTMERIT CORPORATION
2008 EXCESS BENEFIT PLAN

     Effective as of January 1, 2008 (the “Effective Date”), the Company adopts this Plan for the benefit of a select group of management or highly compensated employees. The primary purpose of the Plan is to provide supplemental retirement benefits to certain employees that are not able to be provided under the Qualified Plan as a result of limitations imposed by Section 401(a)(17) of the Code. The Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of ERISA.

Article 1 — Definitions

     When used in this Plan, the following words, terms and phrases have the meanings given to them in this Article unless another meaning is expressly provided elsewhere in this document. When applying these definitions and any other word, term or phrase used in this Plan, the form of any word, term or phrase will include any and all of its other forms.

1.01 “Account” means the bookkeeping account established for each Participant as provided in Section 5.01 hereof.

1.02 “Affiliate” means any person that, along with the Company, would be considered a single employer under Sections 414(b) and 414(c) of the Code.

1.03 “Aggregated Plan” means any arrangement that, along with this Plan, would be treated as a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2).

1.04 “Board” means the Board of Directors of the Company.

1.05 “Cause” means “cause” as defined in any written agreement between the Participant and the Company or any Affiliate or, if there is no written agreement or such term is not defined therein, “Cause” means one or more of the following acts of the Participant:

     (a) Any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion by the Participant of the assets or business opportunities of the Company or any of its Affiliates;

     (b) Conviction of the Participant of (or plea by the Participant 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 Participant of the written policies or procedures of the Company or any Affiliate, as the case may be;

     (c) Disclosure, other than through mere inadvertence, to unauthorized persons of any Confidential Information (as defined in Section 1.11);

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     (d) Intentional breach of any contract with or violation of any legal obligation owed to the Company or any of its Affiliates;

     (e) The Participant’s (i) 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), (ii) willful engagement in gross misconduct materially and demonstrably injurious to the Company or any of its Affiliates or (iii) breach of any term of this Plan; or

     (f) Any intentional cooperation with any party attempting to effect a Change in Control unless (i) the Board has approved or ratified that action before the Change in Control or (ii) that cooperation is required by law.

Notwithstanding the foregoing, “Cause” will not arise solely because the Participant is absent from active employment during periods of paid time off, consistent with the applicable paid time off policy of the Company or any Affiliate, as the case may be, 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 Participant and approved by the Company or an Affiliate, as the case may be.

1.06 “Change in Control” means “change in control” as defined in any written agreement between the Participant and the Company or any Affiliate or, if there is no such written agreement or such term is not defined therein, then “change in control” as defined in the FirstMerit Corporation Amended and Restated 2006 Equity Plan, as amended from time to time.

1.07 “Code” means the Internal Revenue Code of 1986, as amended.

1.08 “Committee” means the Compensation Committee of the Board.

1.09 “Company” means FirstMerit Corporation, an Ohio corporation.

1.10 “Company Contributions” means any Discretionary Contributions and/or any Supplemental Matching Contributions.

1.11 “Confidential Information” means any and all information (other than information in the public domain) related to the Company’s or any Affiliate’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.

1.12 “Disabled” means:

     (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

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     (b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer; or

     (c) the Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

1.13 “Discretionary Contribution” means a contribution made by the Company or an Affiliate that is credited to a Participant’s Account in accordance with Sections 3.02 and 3.03 of this Plan.

1.14 “Distribution Election Form” means the form prescribed by the Committee that each Eligible Employee or Participant, as the case may be, may complete to designate the form of distribution of his or her Account.

1.15 “Eligible Employee” means any person employed by the Company or an Affiliate who is a member of a select group of management or a highly compensated employee (both within the meaning of Title I of ERISA), as determined by the Committee in its sole and absolute discretion.

1.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.17 “Good Reason” means “good reason” as defined in any written Change in Control Termination Agreement or Displacement Agreement between the Participant and the Company or any Affiliate or, if there is no such written agreement or such term is not defined therein, “Good Reason” means any of the following to which the Participant has not specifically consented in writing:

     (a) at any time on or after a Change in Control, any breach of this Plan by or on behalf of the Company or any Affiliate;

     (b) at any time on or after a Change in Control, a reduction in the Participant’s title, duties, responsibilities or status, as compared to either (i) the Participant’s title, duties, responsibilities or status immediately before the Change in Control or (ii) any enhanced or increased title, duties, responsibilities or status assigned to the Participant on or after the Change in Control;

     (c) at any time on or after a Change in Control, the permanent assignment to the Participant of duties that are inconsistent with (i) the Participant’s office immediately before the Change in Control or (ii) any more senior office to which the Participant is promoted on or after the Change in Control;

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     (d) during any calendar year ending on or after a Change in Control (or any fractional calendar year ending on or after a Change in Control), a fifteen percent (15%) or larger reduction (other than a reduction that is attributable to any Separation from Service due to death, after reaching age sixty-five (65) (but only if the Participant 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 Separation from Service by the Participant other than for Good Reason or for any period of temporary absence protected by law or initiated by the Participant and approved by the entity with which the Participant has a direct employment relationship (the “Employer”)) in the aggregate value of the highest of the Participant’s total compensation for the calendar year ending before the date of Separation from Service (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Participant controls, and fringe benefits but excluding compensation attributable to the exercise or liquidation of stock options) or, if higher, the Participant’s total compensation for the last calendar year ending before the Change in Control (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Participant controls, and fringe benefits);

     (e) at any time on or after a Change in Control, a requirement that the Participant relocate to a principal office or worksite (or accept indefinite assignment) to a location more than fifty (50) miles distant from (i) the principal office or worksite to which the Participant was assigned immediately before the Change in Control or (ii) any location to which the Participant agreed, in writing, to be assigned after a Change in Control;

     (f) at any time on or after a Change in Control, the imposition on the Participant of business travel obligations substantially greater than the Participant’s business travel obligations during the twelve (12) consecutive-calendar-month period ending immediately before the Change in Control but determined without regard to any special business travel obligations associated with activities relating to the Change in Control;

     (g) at any time on or after a Change in Control, the Employer’s (i) 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 Participant is participating (or was eligible to participate) immediately before the Change in Control, (ii) modification of any of the plans or programs just described that adversely affects the potential value of the Participant’s benefits under those plans (other than value associated solely with the performance of investments the Participant controls) or (iii) failure to provide the Participant, after a Change in Control, with the same number of paid vacation days to which the Participant is or becomes entitled at or anytime after the Change in Control 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 Affiliate terminates or modifies any such program on or after a Change in Control 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 Change in Control or (z) the Company or any Affiliate replaces a plan or program with a successor plan or program of equal or equivalent value to the Participant;

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     (h) for the duration of any period of any absence from active employment that begins or continues at any time on or after a Change in Control, failure to provide or continue for the Participant any benefits (including disability benefits) available to employees who are absent from active employment (including because of Disability) under programs maintained by the Company or any Affiliate on the date the absence (including Disability) begins;

     (i) on or after a Change in Control, the Participant is unable to perform normally assigned duties because of a physical or mental condition and, before the Participant’s Disability is established for purposes of this Plan, the Participant incurs a Separation from Service by the Company or any Affiliate before the end of the Disability determination period;

     (j) on or after a Change in Control, the Company or any Affiliate unsuccessfully attempts to cause the Participant to incur a Separation from Service for Cause;

     (k) on or after a Change in Control, the Company attempts to amend or terminate this Plan without regard to the procedures described in Section 12.07; or

     (l) failure at any time to obtain an assumption of the Company’s or any Affiliate’s obligations under this Plan by any successor to any of them, regardless of whether such entity becomes a successor to the Company or any Affiliate as a result of a merger, consolidation, sale of assets or any other form of reorganization.

Notwithstanding the foregoing, if, within thirty (30) days after the date the Participant gives the Company written notice of a Separation from Service for Good Reason, the Company or its Affiliates, as the case may be, corrects to reasonable satisfaction of the Participant the condition specified in such notice as the basis for the Separation from Service, such notice shall be deemed to have been withdrawn and will be of no effect.

1.18 “Investment Fund” means each deemed investment vehicle which serves as a means to measure value, increases or decreases with respect to a Participant’s Account.

1.19 “Participant” means an Eligible Employee who becomes a participant as described in Article 2.

1.20 “Plan” means the FirstMerit Corporation 2008 Excess Benefit Plan, as amended from time to time.

1.21 “Plan Year” means each calendar year during which the Plan is in effect.

1.22 “Qualified Plan” means The FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan, as amended from time to time.

1.23 “Retirement” means the date a Participant Separates from Service and would qualify for retirement eligibility under the Pension Plan for Employees of FirstMerit Corporation & Affiliates if the Participant were eligible to participate in such plan.

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1.24 “Separation from Service” means a “separation from service” with the Company and its Affiliates within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h).

1.25 “Specified Employee” means a Participant who is a “specified employee” as defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(i) and as determined under the Company’s policy for determining specified employees.

1.26 “Supplemental Matching Contribution” means the excess, if any, of (a) the maximum matching contribution which could have been credited to an account for the Participant’s benefit for the Plan Year under the Qualified Plan if the limitations under Section 401(a)(17) of the Code were not applied, minus (b) the actual matching contribution which was credited to an account for the Participant’s benefit for such Plan Year under the Qualified Plan.

1.27 “Trust Fund” means the trust established under the Trust Agreement, if any.

1.28 “Trust Agreement” means an agreement, if any, between the Company and a trustee under which the assets intended to pay benefits under the Plan may be held, administered and managed, which shall be substantially in the form provided under Revenue Procedure 92-64.

1.29 “Valuation Date” means the last day of each calendar month or any other more frequent date or dates fixed by the Committee from time to time for the valuation and adjustments of Accounts.

Article 2 — Participation

2.01 Commencement of Participation. Each Eligible Employee shall become a Participant in the first Plan Year during which the Eligible Employee is a participant in the Qualified Plan and the Eligible Employee’s benefits under the Qualified Plan are affected by the limitations under Section 401(a)(17) of the Code.

2.02 Loss of Eligible Employee Status. Except as provided in Section 3.03, a Participant who is no longer an Eligible Employee or who no longer meets the requirements set forth in Section 2.01 of this Plan shall not be eligible to receive Company Contributions. Amounts credited to the Account of a Participant who is no longer an Eligible Employee shall continue to be held pursuant to the terms of the Plan and shall be distributed as provided in Article 6.

Article 3 — Company Contributions

3.01 Supplemental Matching Contributions. With respect to each Plan Year, the Company will make a deemed contribution to each Participant’s Account in an amount equal to the Supplemental Matching Contribution for such Plan Year.

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3.02 Discretionary Contributions. The Company and its Affiliates reserve the right to make Discretionary Contributions to the Account of one or more Participants in such amount and in such manner as may be determined by the Board.

3.03 Crediting of Company Contributions. Company Contributions for a Plan Year shall be credited to a Participant’s Account only if the Participant has not Separated from Service prior to the end of the Plan Year, unless such Separation from Service is due to the Participant’s death, Disability or Retirement or as otherwise determined by the Committee in its sole discretion. A Company Contribution shall be credited to a Participant’s Account as soon as administratively practicable following the earlier of (a) the end of the applicable Plan Year or (b) to the extent applicable, the Participant’s Separation from Service.

Article 4 — Vesting

4.01 Vesting of Company Contributions — In General.

     (a) Vesting of Supplemental Matching Contributions. Subject to Section 4.02 and provided that the Participant has not Separated from Service, a Participant shall be vested in the Participant’s Supplemental Matching Contributions in the same percentage that the Participant is vested in matching contributions under the Qualified Plan.

     (b) Vesting of Discretionary Contributions. Subject to Section 4.02, each Participant shall have a vested right to the portion of his or her Account attributable to any Discretionary Contribution and any deemed earnings and losses on the investment of such Discretionary Contribution in accordance with the vesting schedule determined by the Board at the time the Discretionary Contribution is made.

4.02 Accelerated Vesting Events. A Participant shall become one hundred percent (100%) vested in the Participant’s Account upon the earliest to occur of: (a) a determination that the Participant is Disabled prior to the Participant’s Separation from Service; (b) the Participant’s Separation from Service due to his or her death or (c) the Participant’s Separation from Service by the Company or any of its Affiliates without Cause or by the Participant for Good Reason, in each case, within two (2) years following a Change in Control.

4.03 Amounts Not Vested. Subject to the foregoing, any amounts credited to a Participant’s Account that are not vested at the time of the Participant’s Separation from Service shall be forfeited.

Article 5 — Accounts

5.01 Accounts. The Company shall establish and maintain an Account for each Participant. The Company shall (a) credit all Company Contributions for any Plan Year to the Participant’s Account, (b) as of each Valuation Date, adjust the Account to reflect any deemed earnings or losses on the foregoing, investment experience and, in the Company’s sole discretion, any other appropriate adjustments and (c) reduce the Account by any distributions made from such Account.

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5.02 Investments.

     (a) A Participant may direct that the Participant’s Account be valued as if it is invested in one or more Investment Funds as selected by the Committee from time to time and in accordance with procedures established by the Committee from time to time. The Committee may, from time to time, approve changes to the Investment Funds for purposes of this Plan.

     (b) A Participant may change the Participant’s selection of Investment Funds as permitted by the Committee with respect to the Participant’s Account by filing a new election in accordance with procedures established by the Committee from time to time.

     (c) Notwithstanding a Participant’s ability to designate the Investment Funds in which the Participant’s Account shall be deemed to be invested, neither the Company nor any Affiliate shall have any obligation to invest any funds in accordance with the Participant’s election. Participants’ Accounts shall merely be bookkeeping entries on the books of the Company and its Affiliates, as applicable, and no Participant shall obtain any property right or interest in any Investment Fund or any other particular assets of the Company or any of its Affiliates.

Article 6 — Distributions and Distribution Elections

6.01 In General.

     (a) Except as otherwise provided in this Article 6, a Participant will receive or begin to receive a distribution in cash equal to the value of the vested portion of the Participant’s Account within ninety (90) days (determined in the sole discretion of the Company) following the Participant’s Separation from Service.

     (b) A Participant may elect in accordance with Section 6.01(c) to receive the distribution described in Section 6.01(a) in a lump sum or in up to ten (10) substantially equal annual installments. If a Participant elects to receive substantially equal annual installments, the amount of each installment shall be determined by multiplying the vested portion of the Participant’s Account by a fraction, the denominator of which in the first year of payment equals the number of years (not to exceed ten (10)) over which the Participant has elected benefits to be paid, and the numerator of which is one (1). The amount of the installments for each succeeding year shall be determined by multiplying the Participant’s Account as of the applicable anniversary of the distribution by a fraction, the denominator of which equals the number of remaining years over which benefits are to be paid, and the numerator of which is one (1). Each annual installment following the first installment shall be paid on the anniversary of the distribution of such first installment. If a Participant does not make a valid election under this Section 6.01(b) and Section 6.01(c), the vested portion of the Participant’s Account shall be distributed in a lump sum within ninety (90) days (determined in the sole discretion of the Company) following the Participant’s Separation from Service.

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     (c) An election under this Section 6.01 must be made on a Distribution Election Form and must meet the following requirements:

     (i) The Distribution Election Form must be submitted to the Company by December 31 of the Plan Year preceding the Plan Year during which the Participant will perform services relating to the Participant’s first Company Contribution under this Plan. Notwithstanding the foregoing, for any Plan Year in which a Participant is first eligible to participate in this Plan, the Distribution Election Form may be submitted to the Company within thirty (30) days after the date on which the Participant first becomes eligible to participate in this Plan, with respect to any Company Contribution to be credited for services performed after such election is made. For these purposes, a Participant shall be first eligible to participate in this Plan only if the Participant is not eligible to participate in any Aggregated Plan.

     (ii) The election shall be subject to the terms and conditions specified in this Plan and in such Distribution Election Form and, except as provided in Section 6.04, is irrevocable once it is made.

6.02 Effect of Death or Disability. Notwithstanding anything in this Plan to the contrary, if the Participant dies or becomes Disabled, all amounts credited to the Participant’s Account shall be distributed in cash to the Participant or the Participant’s beneficiary (in accordance with Article 9), as applicable, in a lump sum within ninety (90) days following the Participant’s death or Disability, as applicable. Such lump sum distribution shall be made regardless of whether or not the distribution of any of the Participant’s Account has been made or begun.

6.03 Separation from Service for Cause. Notwithstanding anything in this Plan to the contrary, if a Participant incurs a Separation from Service by the Company for Cause, all amounts credited to the Participant’s Account (whether or not vested) shall be forfeited as of the date of such Separation from Service.

6.04 Changes to Distribution Elections. A Participant shall be permitted to elect to change the form of distribution of the Participant’s Account if such change meets the following requirements:

     (a) On or before December 31, 2008, the Participant may elect to change the form of distribution (based on the alternatives described in Section 6.01(b)) by filing a new Distribution Election Form with the Company on or before December 31, 2008; provided, however, that (i) such election may not apply to any amount otherwise payable in 2008 and (ii) such election may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008. After December 31, 2008, this subsequent distribution election may be changed or revoked only as provided in Section 6.04(b).

     (b) After December 31, 2008, the Participant may elect to change the form of distribution (based on the alternatives described in Section 6.01(b)) by filing a new Distribution Election Form with the Company; provided, however, that: (i) such change may not take effect until at least twelve (12) months after the date on which such election is made; (ii) the payment

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with respect to which such change is made must be deferred (other than a distribution upon death or Disability) for a period of not less than five (5) years from the date such payment would otherwise have been paid (or, in the case of installment payments treated as a single payment, from the date the first amount was scheduled to be paid); and (iii) any change affecting a distribution to be made at a specified time or pursuant to a fixed schedule must be made not less than twelve (12) months before the date the amount was scheduled to be paid (or, in the case of installment payments treated as a single payment, before the date the first amount was scheduled to be paid). Such election may not be changed after the last permissible date for making such election as described in this Section 6.04(b).

Once a Participant’s Account begins distribution, no changes to the distribution of such Account shall be permitted. For purposes of this Section 6.04, if the right to any payments would constitute the right to a “series of installment payments” within the meaning of Section 409A of the Code, then such payments shall be treated as a single payment within the meaning of Section 409A of the Code.

6.05 Limited Cash-Out. Notwithstanding anything in this Plan to the contrary, the Company, in its sole discretion, may require a lump sum distribution of a Participant’s Account under the Plan if: (a) the distribution results in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all Aggregated Plans; and (b) the aggregate distribution under the arrangements is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code.

6.06 Distributions to Specified Employees. Notwithstanding anything in this Plan to the contrary, if a Participant is a Specified Employee at the time of the Participant’s Separation from Service, then no distribution to such Participant in connection with such Separation from Service shall be made (or commence) until the first day of the seventh (7th) month following the date of the Participant’s Separation from Service or, if earlier, the date of the Participant’s death. The first distribution that can be made under this Section 6.06 shall include the cumulative amount of any amounts that could not be distributed during such postponement period.

Article 7 — Post-Separation from Service Obligations

7.01 Clawback. If a Participant competes against the Company within three (3) years following the Participant’s Separation from Service, the Company may, in the sole discretion of the Committee, (a) require that the Participant pay to the Company an amount equal to all distributions that the Participant has received pursuant to the Plan and (b) forfeit the Participant’s rights to any remaining amounts credited to the Participant’s Account.

7.02 Non-Competition. For purposes of this Article 7:

     (a) A Participant will be deemed to be competing with the Company if the Participant engages or becomes interested in or connected with any business or venture that is competitive with the business of the Company or any of its Affiliates.

10

     (b) A business or venture will be considered competitive with the business of the Company or any of its Affiliates:

     (i) If it is conducted in whole or in part within a radius of one hundred (100) miles of the office to which the Participant is assigned on the date of the Participant’s Separation from Service; and

     (ii) If it involves the conduct of any business or the furnishing of any financial or banking services that a national banking association, bank holding company, state bank, savings and loan association or other regulated financial institution is permitted by law to conduct or furnish on the date of the Participant’s Separation from Service.

     (c) A Participant will be deemed to be directly or indirectly engaged, interested or connected with a business or venture if the Participant is a stockholder, partner, proprietor, officer, director, consultant, agent or employee of such business or venture or an investor who, directly or indirectly, has advanced on loan, contributed to capital or expended for the purchase of stock an amount or amounts constituting five percent (5%) or more of the capital or assets of such business or venture.

Article 8 — Tax Withholding

     The Company or any Affiliate, as applicable, will withhold from other amounts owed to a Participant or require the Participant to remit to the Company or the Affiliate, as applicable, an amount sufficient to satisfy federal, state and local tax withholding requirements with respect to any Plan benefit or the vesting, payment or cancellation of any Plan benefit.

Article 9 — Beneficiaries

9.01 Beneficiaries. Each Participant may from time to time designate one or more persons (who may be any one or more members of such person’s family or other persons, administrators, trusts, foundations or other entities) as his or her beneficiary under the Plan. Such designation shall be made in a form prescribed by the Committee. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending the Participant’s previous designation in a form prescribed by the Committee. If the beneficiary does not survive the Participant (or is otherwise unavailable to receive payment) or if no beneficiary is validly designated, then the amounts payable under this Plan shall be paid to the Participant’s surviving spouse or, if there is no surviving spouse, the Participant’s estate. If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated in the applicable form. If a beneficiary who is receiving benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

9.02 Lost Participant and/or Beneficiary. All Participants and beneficiaries shall have the obligation to keep the Committee informed of their current address until such time as all benefits

11

due have been paid. Under no circumstances shall any amount under this Plan escheat to any governmental authority.

Article 10 — Prohibition Against Funding

     If any investment is acquired in connection with the liabilities assumed under this Plan, it is expressly understood and agreed that the Participants and beneficiaries shall not have any right with respect to, or claim against, such assets nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Company or any of its Affiliates and the Participants, their beneficiaries or any other person. Any such assets shall be and remain a part of the general, unpledged, unrestricted assets of the Company or its Affiliates, subject to the claims of their general creditors. Neither the Company nor its Affiliates are required to segregate any assets into a fund established exclusively to pay benefits under this Plan. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of ERISA. Each Participant and his or her beneficiaries shall be required to look to the provisions of this Plan and to the Company or its Affiliates for enforcement of any and all benefits due under this Plan, and to the extent any such person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company and its Affiliates. The Company or any of its Affiliates shall be designated the owner and beneficiary of any investment acquired in connection with their obligations under this Plan.

Article 11 — Claims Procedure

     (a) Any Participant or beneficiary or estate of a Participant (the “claimant”) who believes that he, she, or it is entitled to an unpaid Plan benefit or that wishes to resolve a dispute or disagreement which arises under, or in any way relates to, the interpretation or construction of the Plan may file a claim with the Committee.

     (b) If the claim is wholly or partially denied, the Committee will, within a reasonable period of time, and within ninety (90) days of the receipt of such claim, or if the claim is a claim on account of Disability, within forty-five (45) days of the receipt of such claim, provide the claimant with written notice of the denial setting forth in a manner calculated to be understood by the claimant:

(i)	The specific reason or reasons for which the claim was denied;
(ii)	Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;
(iii)	A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary;
(iv)	An explanation of the Plan’s claims review procedure and the time limits applicable to such procedure and a statement of the claimant’s right to

12

	bring a civil action under Section 502(a) of ERISA following an adverse determination upon review; and
(v)	In the case of an adverse determination of a claim on account of Disability, the information to the claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1)(v).

If special circumstances require the extension of the forty-five (45) day or ninety (90) day period described above, the claimant will be notified before the end of the initial period of the circumstances requiring the extension and the date by which the Committee expects to reach a decision. Any extension for deciding a claim will not be for more than an additional ninety (90) day period, or if the claim is on account of Disability, for not more than two additional thirty (30) day periods.

     (c) If a claim has been wholly or partially denied, the affected claimant, or such claimant’s authorized representative, may:

(i)	Request that the Committee reconsider its initial denial by filing a written appeal within sixty (60) days after receiving written notice that all or part of the initial claim was denied (one hundred eighty (180) days in the case of a denial of a claim on account of Disability);
(ii)	Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and
(iii)	Submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision.

An appeal of an initial denial of benefits and all supporting material must be made in writing within the time periods described above and directed to the Committee. The Committee is solely responsible for reviewing all benefit claims and appeals and taking all appropriate steps to implement its decision.

The Committee’s decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision will also include a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

The Committee’s decision on review will be made not later than sixty (60) days (forty-five (45) days in the case of a claim on account of Disability) after his or her receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but not later than one hundred and twenty (120)

13

days (ninety (90) days in the case of a claim on account of Disability) after receipt of the request for review. This notice to the claimant will indicate the special circumstances requiring the extension and the date by which the review official expects to render a decision and will be provided to the claimant prior to the expiration of the initial forty-five (45) day or sixty (60) day period.

Notwithstanding the foregoing, in the case of a claim on account of Disability: (x) the review of the denied claim shall be conducted by a review official who is neither the individual who made the benefit determination nor a subordinate of such person; and (y) no deference shall be given to the initial benefit determination. For issues involving medical judgment, the review official must consult with an independent health care professional who may not be the health care professional who decided the initial claim.

To the extent permitted by law, the decision of the claims official (if no review is properly requested) or the decision of the review official on review, as the case may be, will be final and binding on all parties. No legal action for benefits under the Plan will be brought unless and until the claimant has exhausted such claimant’s remedies under this Article 11.

Article 12 — General Provisions

12.01 Administration.

     (a) The Committee is expressly empowered to deposit amounts into the Trust Fund; to interpret the Plan, and to determine all questions arising in the administration, interpretation and application of the Plan; to employ actuaries, accountants, counsel and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Company or any of its Affiliates it deems necessary to determine whether the Company or any Affiliate would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties under the Plan.

     (b) The Committee shall not be liable for any actions by it hereunder, unless due to its own [gross] negligence, willful misconduct or lack of good faith.

     (c) The Committee shall be indemnified and saved harmless by the Company from and against all liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as administrator in good faith in the administration of the Plan and, if applicable, the Trust Fund, including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense upon the request of the Committee.

     (d) In exercising its authority under this Plan, the Committee may allocate all or any part of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked at any time.

12.02 No Assignment. Benefits or payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or

14

garnishment by creditors of the Participant or the Participant’s beneficiary, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish the same shall not be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of this Plan, except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the terms of this Plan attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish any benefit or payment under this Plan, in whole or in part, or if any attempt is made to subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of this Plan, then such attempt shall be invalid and such benefit or payment, in the discretion of the Committee, shall cease and terminate with respect to such Participant or beneficiary, or any other such person.

12.03 No Employment Rights. Participation in this Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Company or any of its Affiliates, or give a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted.

12.04 Other Benefits. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.

12.05 Satisfaction of Participant Debt. The Company may, in accordance with Section 409A of the Code and Treasury Regulation Section 1.409A-3(j)(4)(xiii), accelerate the time or schedule of a payment, or a payment may be made under the Plan, as satisfaction of a debt of a Participant to the Company or any Affiliate, where such debt is incurred in the ordinary course of the service relationship between the Company or an Affiliate and the Participant, the entire amount of reduction in any of the Company’s taxable years does not exceed five thousand dollars ($5,000) and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant. Notwithstanding the foregoing, the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied by payments made under this Section 12.05. By participating in the Plan, the Participant agrees to any deduction or payments under this Section 12.05.

12.06 Expenses. All expenses incurred in the administration of the Plan, whether incurred by the Company, an Affiliate or the Plan, shall be paid by the Company and its Affiliates.

12.07 Amendment, Modification, Suspension or Termination. The Company may, at any time, in its sole discretion, amend, modify, suspend or terminate the Plan in whole or in part, except that no such amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Account. Except as otherwise provided in this Section 12.07, in the event that this Plan is terminated, the distribution of the amounts credited to a Participant’s Account shall not be accelerated but shall be paid at

15

such time and in such manner as determined under the terms of the Plan immediately prior to termination as if the Plan had not been terminated. Notwithstanding anything in the Plan to the contrary, the Company, in its sole discretion, may distribute a Participant’s Account in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix).

12.08 Construction. All questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by the Committee, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.

12.09 Governing Law. This Plan shall be governed by, construed and administered under the laws of Ohio, other than its laws respecting choice of law. Except as set forth in Article 11, any action or claim arising out of this Plan must be brought in the United States District Court for the Northern District of Ohio.

12.10 Severability. If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of this Plan and this Plan shall be construed and enforced as if such provision had not been included herein. If the inclusion of any employee (or employees) as a Participant under this Plan would cause the Plan to fail to comply with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA or Section 409A of the Code, then the Plan shall be severed with respect to such employee or employees, who shall be considered to be participating in a separate arrangement.

12.11 Headings. The Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.

12.12 Section 409A Compliance. It is intended that this Plan comply with Section 409A of the Code and the Treasury Regulations promulgated thereunder and, to the maximum extent permitted by law, this Plan shall be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Company, its Affiliates, the Board or the Committee shall have liability to any Participant for a failure to comply with the requirements of Section 409A of the Code.

12.13 Payments Upon Income Inclusion Under Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, the Company may accelerate the time or schedule of a payment to a Participant at any time the Plan fails to meet the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder.

16

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer as of this 10th day of December, 2008.

FIRSTMERIT CORPORATION
By:	/s/ Christopher J. Maurer
Title:	Executive Vice President

17

EX-10.2

Exhibit 10.2

FIRSTMERIT CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of December 15, 2008

TABLE OF CONTENTS

	PAGE
ARTICLE 1—PURPOSES		1
ARTICLE II—DEFINITIONS		1
2.1 Accounts		1
2.2 Affiliates		1
2.3 Aggregated Plan		1
2.4 Asset Account		1
2.5 Beneficiary		2
2.6 Board		2
2.7 Business Day		2
2.8 Cash Account		2
2.9 Closing Price		2
2.10 Code		2
2.11 Committee		2
2.12 Common Stock		2
2.13 Compensation		2
2.14 Corporation		3
2.15 Deferral Election		3
2.16 Director		3
2.17 Exchange Act		3
2.18 Investment Fund		3
2.19 Participant		3
2.20 Participation Agreement		3
2.21 Plan		3
2.22 Plan Year		3
2.23 Reamortization Date		4
2.24 Separation from Service		4
2.25 Stated Interest Rate		4
2.26 Stock Account		4
2.27 Stock Credit		4
2.28 Valuation Date		4
ARTICLE III—PARTICIPATION IN THE PLAN		4
3.1 Eligibility		4
3.2 Participation		4
3.3 Initial Year of Eligibility		5
3.4 Deferral Elections		5
ARTICLE IV—ACCOUNTS		5
4.1 Crediting Accounts		5
4.2 Cash Account		5
4.3 Stock Account		5

(i)       

TABLE OF CONTENTS

	PAGE
4.4 Asset Account		6
4.5 Transfers Among Investment Funds and Between Accounts		6
ARTICLE V—DISTRIBUTIONS		8
5.1 Distributions upon Separation from Service (Other Than Death)		8
5.2 Distributions from Cash Accounts and Asset Accounts		8
5.3 Distributions from Stock Accounts		8
5.4 Small Accounts		9
5.5 In-Service Distributions		9
5.6 Accelerated Distribution		10
5.7 Distribution upon Death		11
ARTICLE VI—BENEFICIARY DESIGNATION		11
6.1 Beneficiary Designation		11
6.2 Amendments		11
6.3 No Beneficiary Designation or Death of Beneficiary		11
6.4 Effect of Payment		12
ARTICLE VII—THE COMMITTEE		12
7.1 Authority		12
7.2 Elections, Notices		12
7.3 Agents		12
7.4 Binding Effect of Decisions		12
7.5 Indemnity of Committee		12
ARTICLE VIII—SHARES AVAILABLE		12
8.1 Number		12
8.2 Adjustments		13
ARTICLE IX—MISCELLANEOUS		13
9.1 Unfunded Plan		13
9.2 Non-alienation of Benefits		13
9.3 Invalidity		14
9.4 Governing Law		14
9.5 Amendment, Modification and Termination of the Plan		14
9.6 Successors and Heirs		14
9.7 Status as Shareholders		14
9.8 Rights		14
9.9 Use of Terms		14
9.10 Statement of Accounts		15
9.11 Compliance with Laws		15
9.12 Plan Construction		15

(ii)      

TABLE OF CONTENTS

	PAGE
9.13 Headings Not Part of Plan		15
9.14 Extension of Plan to Affiliates		15
ARTICLE X—CODE SECTION 409A		15
10.1 Compliance with Code Section 409A		15
10.2 Payments Upon Income Inclusion Under Code Section 409A		16

(iii)     

FIRSTMERIT CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED AS OF DECEMBER 15, 2008

     This Plan is hereby amended and restated as of December 15, 2008 in order to comply with the requirements of Code Section 409A, to increase the number of shares of Common Stock available for issuance under the Plan and to combine into a single plan the FirstMerit Corporation Director Deferred Compensation Cash Plan and the FirstMerit Corporation Director Deferred Compensation Stock Plan, both of which were effective as of January 1, 2001.

ARTICLE 1—PURPOSES

     The purposes of the Plan are (i) to provide Directors with flexibility with respect to the form and timing of the payment of Compensation, (ii) to more closely align the interests of Directors with the interests of the Corporation’s shareholders, and (iii) to assist the Corporation and its Affiliates in attracting and retaining qualified individuals to serve as Directors.

ARTICLE II—DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below:

2.1 Accounts

     “Accounts” means a Participant’s Cash Accounts, Stock Accounts and Asset Accounts.

2.2 Affiliates

     “Affiliates” means affiliated or subsidiary entities of the Corporation as defined in Code Sections 414(b) and (c). An Affiliate may elect to participate in the Plan and the Board may approve such election in its sole discretion.

2.3 Aggregated Plan

     “Aggregated Plan” means any agreement, method, program or other arrangement that, along with the Plan, would be treated as a single nonqualified deferred compensation plan under Code Section 409A.

2.4 Asset Account

     “Asset Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.4.

PAGE 1 - DIRECTOR DEFERRED COMPENSATION PLAN

2.5 Beneficiary

     “Beneficiary” means the person, persons, or entity (including without limitation any trustee) last designated by the Participant to receive benefits specified hereunder in the event of the Participant’s death.

2.6 Board

     “Board” means the Board of Directors of the Corporation.

2.7 Business Day

     “Business Day” means a day, except for a Saturday, Sunday, a legal holiday or a day when the primary stock exchange on which the Common Stock is traded is not open.

2.8 Cash Account

     “Cash Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.2.

2.9 Closing Price

     “Closing Price” means the closing price of the Common Stock as reported on the National Association of Securities Dealers Automated Quotation System.

2.10 Code

     “Code” means the Internal Revenue Code of 1986, as amended, and including any rules or regulations promulgated thereunder.

2.11 Committee

     “Committee” means the Compensation Committee of the Board.

2.12 Common Stock

     “Common Stock” means the common shares, no par value, of the Corporation.

2.13 Compensation

     “Compensation” means all fees payable to a Director for services to the Corporation and/or an Affiliate as a director, including retainer fees for service on, and fees for attendance at meetings of, the Board and any committees thereof, as established by the Board from time to time, but excluding reimbursements for expenses.

PAGE 2 - DIRECTOR DEFERRED COMPENSATION PLAN

2.14 Corporation

     “Corporation” means FirstMerit Corporation, an Ohio corporation, and any successor to the business thereto.

2.15 Deferral Election

     “Deferral Election” means an irrevocable annual election to defer Compensation and the corresponding distribution elections, made by a Participant pursuant to Articles III, IV and V and for which a Participation Agreement has been submitted by the Participant to the Committee.

2.16 Director

     “Director” means any individual serving on the Board or on the board of directors of an Affiliate, who is not an employee of the Corporation or an Affiliate, or any individual serving as a Community Board Advisor (or like designation).

2.17 Exchange Act

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.18 Investment Fund

     “Investment Fund” means an investment fund in which Accounts may be deemed to be invested. An Investment Fund may be any open-ended fund, closed-end fund, a fund which is deemed to be invested in a particular stock or other investment except Common Stock, or a fund which credits a fixed or variable interest rate determined by the Committee.

2.19 Participant

     “Participant” means a Director who has made a Deferral Election, or a former Director who has an Account.

2.20 Participation Agreement

     “Participation Agreement” means the agreement, whether written or provided through electronic means, to make a Deferral Election, which, except as provided in Section 3.3, must be submitted by a Director to the Committee or its delegates prior to the Plan Year to which the Deferral Election applies.

2.21 Plan

     “Plan” means the FirstMerit Corporation Director Deferred Compensation Plan, as amended from time to time.

2.22 Plan Year

     “Plan Year” means the calendar year.

PAGE 3 - DIRECTOR DEFERRED COMPENSATION PLAN

2.23 Reamortization Date

     “Reamortization Date” means the date on which benefit payments are recalculated to account for changes in investment performance or interest rates. This date shall be the last Business Day of October, effective on January 1 of the next Plan Year.

2.24 Separation from Service

     “Separation from Service” means the Participant’s “separation from service” (as defined in Code Section 409A) with the Corporation and all Affiliates.

2.25 Stated Interest Rate

     “Stated Interest Rate” means, with respect to any calendar month, two (2) percentage points over the average of the composite yield on Moody’s Average Corporate Bond Yield for the month of October immediately preceding the Plan Year as determined from Moody’s Bond Record published by Moody’s Investors Services, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Corporation. The Committee shall establish the Stated Interest Rate effective as of January 1 of each Plan Year, which, once established, shall be used for all interest determinations during such Plan Year.

2.26 Stock Account

     “Stock Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.3.

2.27 Stock Credit

     “Stock Credit” means a credit to a Participant’s Stock Account, calculated pursuant to Section 4.3(b) of this Plan.

2.28 Valuation Date

     “Valuation Date” means the last Business Day of the month in which the Participant has a Separation from Service or dies.

ARTICLE III—PARTICIPATION IN THE PLAN

3.1 Eligibility

     All Directors of the Company and a participating Affiliate shall be eligible to participate in the Plan.

3.2 Participation

     A Director may elect to participate in the Plan each Plan Year by filing with the Committee a Deferral Election in a Participation Agreement prior to January 1 of the Plan Year in which Compensation is earned for services performed during such Plan Year, except as set forth in Section 3.3 herein. Such

PAGE 4 - DIRECTOR DEFERRED COMPENSATION PLAN

Deferral Election shall be irrevocable as of the December 31 immediately preceding the Plan Year for which the election is made and shall remain in effect for one (1) Plan Year only.

3.3 Initial Year of Eligibility

     An individual who becomes a Director between January 1 and June 30 shall be eligible to participate in the Plan on the July 1 immediately following the date he becomes a Director. Such Director may elect to participate in the Plan by filing with the Committee a Deferral Election in a Participation Agreement no later than thirty (30) days after the date on which the individual becomes a Director. Such Deferral Election shall be applicable only with respect to Compensation for services performed after the later of July 1 or the date such election is made, and shall be irrevocable thirty (30) days after the date on which the individual becomes a Director. Notwithstanding the foregoing, this Section 3.3 shall not apply if, at the time the individual becomes a Director, the individual also is eligible to participate in any Aggregated Plan.

3.4 Deferral Elections

     Except as provided in Section 3.3, a Director may make a Deferral Election with respect to Compensation earned for services performed during the immediately succeeding Plan Year by filing a Participation Agreement with the Committee pursuant to Section 3.2. The amount to be deferred shall be stated as a whole percentage up to one hundred percent (100%) of Compensation.

ARTICLE IV—ACCOUNTS

4.1 Crediting Accounts

     A Director’s deferred Compensation shall be credited to such Director’s Account(s) as of the date such amount, absent the Deferral Election, would otherwise have been paid to such Director.

4.2 Cash Account

     (a) Establishing a Cash Account. A Participant may elect to establish an annual Cash Account which shall be maintained solely for recordkeeping purposes pursuant to a Deferral Election. A Participant shall be one hundred percent (100%) vested in his Cash Account at all times.

     (b) Earnings. As of the last day of each calendar month, the Participant’s Cash Account(s) shall be credited with earnings equal to the product of the average daily balance of the Cash Account(s) during such month (determined after adjustment for any deferred Compensation credited thereto and any amount distributed therefrom) and an interest rate equal to the Stated Interest Rate.

4.3 Stock Account

     (a) Establishing a Stock Account. A Participant may elect to establish an annual Stock Account which shall be maintained solely for recordkeeping purposes pursuant to a Deferral Election. A Participant shall be one hundred percent (100%) vested in his Stock Account(s) at all times.

PAGE 5 - DIRECTOR DEFERRED COMPENSATION PLAN

     (b) Stock Credits. Each Participant’s Stock Account shall be credited with Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased with the amount of such Compensation the Participant elected to allocate to the Stock Account at the Closing Price on the day as of which such Stock Account is so credited.

     (c) Dividends. As of the date any cash dividend is paid to holders of shares of Common Stock, a Participant’s Stock Account(s) shall be credited with additional Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the Closing Price on such date with the amount that would have been paid as dividends on that number of shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Stock Account(s) as of the record date of such dividend. In the case of dividends paid in shares of Common Stock, the Participant’s Stock Account(s) shall be credited with additional Stock Credits equal to the number of dividend shares that would have been received with respect to that number of shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Stock Account(s) as of the record date of such dividend.

4.4 Asset Account

     (a) Establishing an Asset Account. With respect to each Plan Year commencing on or after January 1, 2009, a Participant may elect to establish an annual Asset Account, which shall be maintained solely for recordkeeping purposes, pursuant to a Deferral Election allocation to one (1) or more Investment Funds. A Participant shall be one hundred percent (100%) vested in his Asset Account at all times.

     (b) Selection of Investment Funds. The Committee shall have sole discretion in the selection, number and types of Investment Funds for this Plan and may change or eliminate Investment Funds from time to time in its sole discretion.

     (c) Investment Fund Performance. The deemed earnings, gains and losses of each Investment Fund shall be determined by the Committee, in its reasonable discretion, based on the performance of the Investment Funds themselves. The balance of a Participant’s Asset Accounts shall be credited or debited on a daily basis based on the performance of each Investment Fund in which a Participant’s Asset Accounts are deemed to be invested, such performance and the crediting of such performance being determined by the Committee in its sole discretion.

4.5 Transfers Among Investment Funds and Between Accounts

     (a) No Transfers. No amount credited to any Stock Account or Cash Account may be transferred and credited to any Investment Fund, and no amount credited to an Investment Fund may be transferred and credited to any Stock Account or Cash Account.

     (b) Investment Funds. Any amount credited to an Investment Fund may be transferred and credited to any other Investment Fund at the direction of the Participant. Any such direction from a Participant will become effective as of the first day of the next month following the Participant’s request for a change.

     (c) Committee Procedures. The Committee may establish such rules and procedures as it determines to be appropriate for the crediting of deferrals and transfers to Investment Funds, for

PAGE 6 - DIRECTOR DEFERRED COMPENSATION PLAN

     transfers among Investment Funds and for crediting deemed earnings, gains and losses of an Investment Fund.

PAGE 7 - DIRECTOR DEFERRED COMPENSATION PLAN

ARTICLE V—DISTRIBUTIONS

5.1 Distributions upon Separation from Service (Other Than Death)

     Upon the Participant’s Separation from Service except due to death, distribution of the Participant’s Account(s) shall be made or commence in accordance with such Participant’s applicable Deferral Elections no later than thirty (30) days following the Valuation Date; provided, however, that if the Participant elected a later month for distribution of his Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon in accordance with the terms of the Plan as of October 3, 2004, distribution of such amounts shall be distributed on the date specified in accordance with the terms of the Plan as of October 3, 2004. Distributions from the Cash Accounts and Asset Accounts shall be made in cash, and distributions from the Stock Accounts shall be made in Common Stock, in an amount equal to the balance of each such Account as further described in this Article V.

5.2 Distributions from Cash Accounts and Asset Accounts

     (a) Manner of Payment

     (i) A Participant may elect in the Participation Agreement relating to a Cash Account or Asset Account to receive such Account in monthly installments not to exceed one hundred twenty (120) separate installments or in a single, lump sum distribution. The Committee shall distribute such Account in accordance with such election or, if no such election is made, in a single, lump sum distribution.

     (ii) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon, the Participant may change a previously made election or make a new election which shall become effective one (1) year after the date such election is submitted to the Committee.

     (b) Installment Payments. The amount of a monthly installment from a Cash Account or Asset Account shall be equal to the product of the current balance in such Account on the Valuation Date and/or Reamortization Date and a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments elected, minus the number of installments previously paid.

5.3 Distributions from Stock Accounts

     (a) Manner of Payment

     (i) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon, a Participant may elect to receive a Stock Account in monthly installments not to exceed one hundred twenty (120) separate installments or in a single, lump sum distribution. The Committee shall distribute such Account in accordance with the Participant’s election, or if no such election is made, in a single, lump sum distribution. If the Participant’s Stock Account includes a fractional Stock Credit, the number of Stock Credits in such Stock Account shall be increased to the next highest whole number. The Participant shall receive one (1) share of Common Stock with respect to each Stock Credit allocated to such Participant’s Stock Account.

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     (ii) With respect to Deferral Elections attributable to Compensation earned for services performed after December 31, 2004 and deemed earnings credited thereon after that date, a Participant may elect to receive a Stock Account in annual installments not to exceed ten (10) separate installments or in a single, lump sum distribution. The Committee shall distribute such Account in accordance with the Participant’s election, or if no such election is made, in a single, lump sum distribution. If the Participant’s Stock Account includes a fractional Stock Credit, the number of Stock Credits shall be increased to the next highest whole number. The Participant shall receive one (1) share of Common Stock with respect to each Stock Credit allocated to such Participant’s Stock Account.

     (iii) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon, the Participant may change a previously made election or make a new election which shall become effective one (1) year after the date such election is submitted to the Committee.

     (b) Installment Payments. The amount of each installment from a Stock Account shall be equal to the product of the current number of Stock Credits in such Stock Account on the Valuation Date and/or Reamortization Date and a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments elected, minus the number of installments previously paid.

5.4 Small Accounts

     (a) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon, and notwithstanding any other provision of this Plan, if the Participant’s Account balance is five thousand dollars ($5,000) or less on the Valuation Date, such Account balance shall be paid in a single, lump sum distribution.

     (b) Solely with respect to Deferral Elections attributable to Compensation earned for services performed after December 31, 2004 and deemed earnings credited thereon after that date, and notwithstanding any other provision of the Plan, if the aggregate combined value of the Participant’s Account(s) and amounts under any Aggregated Plan is not greater than the Code Section 402(g)(1)(B) limit on elective deferrals on the Valuation Date, such Account balance shall be paid in a single, lump sum distribution in cash and/or Common Stock, as applicable.

     (c) Any payment under Section 5.4(b) must result in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all Aggregated Plans.

5.5 In-Service Distributions

     (a) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereto, a Participant may elect to withdraw all or a portion of his Accounts in substantially equal annual installments of the Accounts amortized over a period of up to five (5) years or, if approved by the Committee in its sole discretion, in a single, lump sum distribution. If a Participant elects to withdraw all of such Accounts, the amount to be distributed in installment payments shall be determined in the same manner as that set forth in Section 5.2(b) and 5.3(b), as of January 1 of each year in which

PAGE 9 - DIRECTOR DEFERRED COMPENSATION PLAN

an installment is to be received, based on the remaining Account balances, as adjusted for gains and losses, and the remaining number of installment payments. Adjustments for investment gains and losses shall continue on the undistributed Account balances. Any such election must be in writing and delivered to the Committee not less than one (1) year in advance of the payment date.

     (b) Solely with respect to Deferral Elections attributable to Compensation earned for services performed after December 31, 2004 and earnings credited thereon after that date, a Participant may make an election in a Participation Agreement to receive amounts deferred in the applicable Plan Year on a specified date that is no sooner than a date in the third (3^rd) Plan Year following the Plan Year to which the Deferral Election applies. Such distribution shall be made in a lump sum within thirty (30) days after the specified date.

     (c) The Participant may subsequently elect to change the date of the in-service distribution under Section 5.5(b) subject to the following restrictions:

     (i) The new election shall be effective twelve (12) months following the date the Participant files such election with the Committee;

     (ii) The new election is made at least twelve (12) months prior to the date an amount is due to be paid pursuant to a prior election; and

     (iii) The new specified date of distribution is not less than five (5) years later than the date the amount would otherwise have been paid to the Participant.

     (d) Notwithstanding anything herein to the contrary, if the Participant has a Separation from Service or dies prior to the specified payment date, such election shall be null and void and the Participant’s Accounts shall be distributed pursuant to Section 5.1, 5.2, 5.3, 5.4 and/or 5.7.

5.6 Accelerated Distribution

     (a) Solely with respect to Deferral Elections attributable to Compensation earned for services performed prior to January 1, 2005 and deemed earnings credited thereon, a Participant may elect to receive, upon written request to the Committee, a single, lump sum distribution of more than ten thousand dollars ($10,000), or if less, the entire balance held in such Accounts, from the Participant’s Accounts as of the end of the calendar month prior to the month in which the Committee receives the written request. The amount requested by the Participant under this Section 5.6 shall be paid in a single, lump sum distribution within thirty (30) days following the receipt of the notice by the Committee from the Participant. The Participant shall permanently forfeit ten percent (10%) of the amount requested. The Corporation shall have no obligation to the Participant or his Beneficiary with respect to such forfeited amount.

     (b) If a Participant receives a distribution pursuant to this Section 5.6, such Participant shall not be eligible to participate in the Plan in the Plan Year immediately following the Plan Year in which the accelerated distribution is requested. In addition, a Participant who receives an accelerated distribution shall not receive another accelerated distribution for a period of at least one (1) year from the date of distribution.

PAGE 10 - DIRECTOR DEFERRED COMPENSATION PLAN

5.7 Distribution upon Death

     Upon the death of a Participant, the Beneficiary shall be entitled to receive an amount equal to the Participant’s Account balance, plus earnings, gains, losses and dividends on such Accounts until all benefits have been paid. Payments shall commence within thirty (30) days of the Participant’s date of death.

     Each Participant may elect, on a Participation Agreement, to have death benefits covered by such Participation Agreement paid in any manner described in Sections 5.2 and 5.3. If the Participant dies after installment payments have commenced, the Committee shall pay the Participant’s Beneficiary any remaining installment payments that would have been paid had the Participant survived.

ARTICLE VI—BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

     Each Participant shall have the right, at any time, to designate one (1) or more persons as the primary or contingent Beneficiary(ies) to whom benefits under this Plan shall be paid in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan. Unless stated otherwise in writing in the form provided by the Committee, payments hereunder shall be paid in equal shares to surviving Beneficiaries if more than one (1) Beneficiary has been chosen. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime. If a Participant’s Compensation is community property, any Beneficiary designation shall be valid or effective only as permitted under applicable law.

6.2 Amendments

     Any Beneficiary designation may be changed by a Participant without the consent of any Beneficiary by the filing of a new Beneficiary designation with the Committee.

6.3 No Beneficiary Designation or Death of Beneficiary

     In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

     (a) The surviving spouse; and

     (b) The Participant’s estate.

     In the event of the death of a Beneficiary after payments commence but prior to the Beneficiary receiving all benefit payments hereunder, the remaining balance shall be paid in a lump sum to the estate of the Beneficiary.

PAGE 11 - DIRECTOR DEFERRED COMPENSATION PLAN

6.4 Effect of Payment

     Payment to the Beneficiary (or to the Beneficiary’s estate) shall completely discharge the Corporation’s obligations under this Plan.

ARTICLE VII—THE COMMITTEE

7.1 Authority

     The Committee shall have full power and authority to administer the Plan, including the power to (i) promulgate forms to be used with respect to the Plan, (ii) promulgate rules of Plan administration, (iii) settle any disputes as to rights or benefits arising from the Plan, (iv) interpret the terms of the Plan and (v) make such decisions or take such action as the Committee, in its sole discretion, deems necessary or advisable to aid in the proper administration of the Plan.

7.2 Elections, Notices

     All elections and notices required to be provided to the Committee under the Plan must be on such form or forms prescribed by, and contain such information as is required by, the Committee.

7.3 Agents

     The Committee may appoint an individual or individuals to be the Committee’s agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Corporation.

7.4 Binding Effect of Decisions

     The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan.

7.5 Indemnity of Committee

     The Corporation has entered into Indemnification Agreements with each of the members of the Committee protecting them against such claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except as otherwise indicated in such Indemnification Agreement.

ARTICLE VIII—SHARES AVAILABLE

8.1 Number

     Seven hundred fifty thousand (750,000) shares of Common Stock are available for issuance under the Plan in accordance with the provisions hereof and such other provisions as the Committee may from time to time deem necessary. This authorization may be increased from time to time by approval of the Board and by the shareholders of the Corporation if, in the opinion of counsel for the Corporation, such

PAGE 12 - DIRECTOR DEFERRED COMPENSATION PLAN

shareholder approval is required. Stock Credits allocated to a Participant’s Accounts shall be applied to reduce the maximum number of shares of Common Stock remaining available under the Plan. Shares of Common Stock issuable under the Plan may be taken either from authorized but unissued or treasury shares, as determined by the Corporation.

8.2 Adjustments

     (a) If at any time the number of outstanding shares of Common Stock shall be increased as the result of any stock dividend, stock split, subdivision or reclassification of shares, the number of shares of Common Stock available under Section 8.1 and the number of Stock Credits with which each Participant’s Account is credited shall be increased in the same proportion as the outstanding number of shares of Common Stock is increased. If the number of outstanding shares of Common Stock shall at any time be decreased as the result of any combination, reverse stock split or reclassification of shares, the number of shares of Common Stock available under Section 8.1 and the number of Stock Credits with which each Participant’s Account is credited shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased.

     (b) In the event the Corporation shall at any time be consolidated with or merged into any other corporation and holders of shares of Common Stock receive shares of the capital stock of the resulting or surviving corporation, there shall be credited to each Participant’s Stock Account, in place of the Stock Credits then credited thereto, new Stock Credits in an amount equal to the product of the number of shares of capital stock exchanged for one (1) share of Common Stock upon such consolidation or merger and the number of Stock Credits with which the Participant’s Account then is credited, and the number of shares of Common Stock available under Section 8.1 shall be similarly adjusted. If in such a consolidation or merger, holders of shares of Common Stock shall receive any consideration other than shares of the capital stock of the resulting or surviving corporation or its parent corporation, the Committee, in its sole discretion, shall determine the appropriate change in Participants’ Accounts.

ARTICLE IX—MISCELLANEOUS

9.1 Unfunded Plan

     No promise hereunder shall be secured by any specific assets of the Corporation or any Affiliate, nor shall any assets of the Corporation or its Affiliates be designated as attributable or allocated to the satisfaction of such promises. Participants shall have no rights under the Plan other than as unsecured general creditors of the Corporation and its Affiliates.

9.2 Non-alienation of Benefits

     No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit, prior to receipt thereof pursuant to the provisions of the Plan, shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

PAGE 13 - DIRECTOR DEFERRED COMPENSATION PLAN

9.3 Invalidity

     If any term or provision contained herein is to any extent invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.

9.4 Governing Law

     This Plan shall be governed by the laws of the State of Ohio, without regard to the conflict of law provisions thereof.

9.5 Amendment, Modification and Termination of the Plan

     The Board at any time may terminate and in any respect amend or modify the Plan; provided, however, that no such termination, amendment or modification shall adversely affect the rights of any Participant or Beneficiary, including his rights with respect to Cash and Stock Account balances credited prior to such termination, amendment or modification, without his consent. Notwithstanding the foregoing, the provisions of this Plan that determine the amount, price or timing of benefits related to Stock Credits shall not be amended more than once every six (6) months (other that as may be necessary to conform to any applicable changes in the Code), unless such amendment would be consistent with the provisions of Rule 16b-3 (or any successor provisions) promulgated under the Exchange Act. Following termination of the Plan, the Committee may distribute Participants’ Account balances attributable to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon if such distribution is permissible under, and would not result in any Participant being subject to tax penalties pursuant to, Code Section 409A.

9.6 Successors and Heirs

     The Plan and any properly executed elections hereunder shall be binding upon the Corporation, its Affiliates and Participants, and upon any assignee or successor in interest to the Corporation or any Affiliate and upon the heirs, legal representatives and Beneficiaries of any Participant.

9.7 Status as Shareholders

     Stock Credits are not, and do not constitute, shares of Common Stock, and no right as a holder of shares of Common Stock shall devolve upon a Participant unless and until such shares are issued to the Participant or Beneficiary.

9.8 Rights

     Participation in this Plan shall not give any Director the right to continue to serve as a member of the Board or the board of directors of any Affiliate or any rights or interests other than as herein provided.

9.9 Use of Terms

     The masculine includes the feminine and the plural includes the singular, unless the context clearly indicates otherwise.

PAGE 14 - DIRECTOR DEFERRED COMPENSATION PLAN

9.10 Statement of Accounts

     Each Participant in the Plan during the immediately preceding Plan Year shall receive a statement of his Accounts under the Plan as of December 31 of such preceding Plan Year. Such statement shall be in a form and contain such information as is deemed appropriate by the Committee.

9.11 Compliance with Laws

     This Plan and the payment and deferral of Compensation under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal reporting, registration, insider trading and other securities laws) and to such approvals by any listing agency or any regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring the securities shall, if requested by the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure compliance with all applicable legal requirements.

9.12 Plan Construction

     Anything in this Plan to the contrary notwithstanding, it is the intent of the Corporation that all transactions under the Plan satisfy the applicable requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act so that a Director who is or becomes a member of a committee administering stock compensation plans of the Corporation will be “disinterested” as defined in Rule 16b-3 for purposes of administering such plans, will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act, and will not be subjected to avoidable liability thereunder. To the extent any provision of the Plan, action by the Committee or election by a Director fails to so comply, it shall be deemed null and void to the extent permitted by law.

9.13 Headings Not Part of Plan

     Headings and subheadings in the Plan are inserted for reference only and are not to be considered in the construction of the Plan.

9.14 Extension of Plan to Affiliates.

     By action of its Board, the Corporation may terminate an Affiliate’s eligibility to participate in the Plan; provided, however, that such termination shall not be effective until the last day of the calendar year in which such action was taken. Upon termination of an Affiliate’s eligibility, the Affiliate shall remain obligated to pay such deferred compensation in accordance with the provisions of the Plan in effect immediately prior to the date of such termination.

ARTICLE X—CODE SECTION 409A

10.1 Compliance with Code Section 409A

     Notwithstanding anything herein to the contrary, all provisions in this document shall be interpreted, to the extent possible, to be in compliance with Code Section 409A. However, in the event any provision of this Plan is determined to not be in compliance with Code Section 409A and any

PAGE 15 - DIRECTOR DEFERRED COMPENSATION PLAN

guidance promulgated thereunder, such provision shall be null and void to the extent of such noncompliance. Nothing in this Plan shall be construed as an entitlement to or guarantee of any particular tax treatment for any Participant, and none of the Corporation, any of its Affiliates, the Board or the Committee shall have any liability with respect to any failure to comply with the requirements of Code Section 409A.

10.2 Payments Upon Income Inclusion Under Code Section 409A

     Notwithstanding anything to the contrary contained herein, the Corporation may accelerate the time or schedule of a distribution to a Participant at any time the Plan fails to meet the requirements of Code Section 409A. Such distribution may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

	FIRSTMERIT CORPORATION
By:	/s/ Christopher J. Maurer
Its:	Executive Vice President
Dated:	12/16/2008

PAGE 16 - DIRECTOR DEFERRED COMPENSATION PLAN

EX-10.3

Exhibit 10.3

FIRSTMERIT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated as of December 15, 2008

TABLE OF CONTENTS

	PAGE
ARTICLE 1—PURPOSES		1
ARTICLE II—DEFINITIONS		1
2.1 Account		1
2.2 Affiliates		1
2.3 Aggregated Plan		1
2.4 Asset Account		1
2.5 Beneficiary		2
2.6 Base Compensation		2
2.7 Board		2
2.8 Business Day		2
2.9 Change in Control		2
2.10 Closing Price		4
2.11 Code		4
2.12 Committee		4
2.13 Common Stock		4
2.14 Compensation		4
2.15 Corporation		4
2.16 Deferral Election		4
2.17 Deferred Compensation		4
2.18 Eligible Employee		4
2.19 ERISA		4
2.20 Exchange Act		5
2.21 Incentive Compensation		5
2.22 Investment Fund		5
2.23 Participant		5
2.24 Participation Agreement		5
2.25 Plan		5
2.26 Plan Year		5
2.27 Retirement		5
2.28 Separation from Service		6
2.29 Stock Account		6
2.30 Stock Credit		6
2.31 Valuation Date		6
ARTICLE III—PARTICIPATION		6
3.1 Eligibility		6
3.2 Participation		6
3.3 Initial Year of Eligibility		6
3.4 Deferral Elections		7
ARTICLE IV—ACCOUNTS		7
4.1 Accounts		7

(i)       

TABLE OF CONTENTS

	PAGE
4.2 Stock Accounts		7
4.3 Asset Accounts		8
4.4 Investment Funds		8
4.5 Transfers Among Investment Funds and Between Accounts		8
ARTICLE V—DISTRIBUTIONS		8
5.1 Distributions upon Retirement		9
5.2 Distributions upon Separation from Service (Other than Death) Prior to Retirement		10
5.3 Small Accounts		10
5.4 Time of Payment		10
5.5 In-Service Distributions		10
5.6 Accelerated Distribution		11
5.7 Distribution upon Death		12
5.8 Change in Control		12
5.9 Withholding Taxes		12
5.10 Disability		12
ARTICLE VI—BENEFICIARY DESIGNATIONS		13
6.1 Beneficiary Designation		13
6.2 Amendments		13
6.3 No Beneficiary Designation or Death of Beneficiary		13
6.4 Effect of Payment		13
ARTICLE VII—THE COMMITTEE		13
7.1 Authority		13
7.2 Elections, Notices		14
7.3 Agents		14
7.4 Binding Effect of Decisions		14
7.5 Indemnity of Committee		14
ARTICLE VIII—CLAIMS PROCEDURES		14
8.1 Claim		14
8.2 Denial of Claim		14
8.3 Review of Claim		15
8.4 Final Decision		15
ARTICLE IX—SHARES AVAILABLE		16
9.1 Number		16
9.2 Adjustments		16
ARTICLE X—MISCELLANEOUS		16
10.1 Unfunded Plan		16

(ii)      

TABLE OF CONTENTS

	PAGE
10.2 Non-alienation of Benefits		17
10.3 Invalidity		17
10.4 Governing Law		17
10.5 Amendment, Modification and Termination of the Plan		17
10.6 Successors and Heirs		18
10.7 Status as Shareholders		18
10.8 Rights		18
10.9 Use of Terms		18
10.10 Statement of Accounts		18
10.11 Compliance with Laws		18
10.12 Plan Construction		18
10.13 Headings Not Part of Plan		19
10.14 Extension of Plan to Affiliates.		19
ARTICLE XI—CODE SECTION 409A		19
11.1 Compliance with Code Section 409A		19
11.2 Payments Upon Income Inclusion Under Code Section 409A		19

(iii)      

FIRSTMERIT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED AS OF DECEMBER 15, 2008

     This Plan became effective as of January 1, 1996, and was amended and restated in November 1996 and July 1997 and as of October 21, 2000 and January 1, 2001. The Plan is hereby amended and restated as of December 15, 2008 in order to comply with the requirements of Code Section 409A and to increase the number of shares of Common Stock available for issuance under the Plan.

ARTICLE 1—PURPOSES

     The purposes of the Plan are (i) to provide executives with flexibility with respect to the form and timing of the payment of Compensation, (ii) to more closely align the interests of executives with the interests of the Corporation’s shareholders and (iii) to assist the Corporation and its Affiliates in attracting and retaining qualified executives.

ARTICLE II—DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below:

2.1 Account

     “Account” means the bookkeeping accounts maintained on behalf of each Participant by the Corporation or a participating Affiliate. For purposes of this Plan, references to a Participant’s Account shall include the Participant’s Stock Account(s) and Asset Account(s).

2.2 Affiliates

     “Affiliates” means affiliated or subsidiary entities of the Corporation as defined in Code Sections 414(b) and (c). An Affiliate may elect to participate in the Plan and the Board may approve such election in its sole discretion.

2.3 Aggregated Plan

     “Aggregated Plan” means any agreement, method, program or other arrangement that, along with the Plan, would be treated as a single nonqualified deferred compensation plan under Code Section 409A.

2.4 Asset Account

     “Asset Account” means the sub-account(s) established pursuant to Section 4.3 of the Plan.

PAGE 1 - EXECUTIVE DEFERRED COMPENSATION PLAN

2.5 Beneficiary

     “Beneficiary” means the person, persons or entity (including without limitation any trustee) last designated by the Participant to receive benefits specified hereunder in the event of the Participant’s death.

2.6 Base Compensation

     “Base Compensation” means the base salary of a Participant for services as an employee of the Corporation or an Affiliate, as indicated by the records of the Corporation or such Affiliate, as the case may be.

2.7 Board

     “Board” means the Board of Directors of the Corporation.

2.8 Business Day

     “Business Day” means a day, except for a Saturday, Sunday, a legal holiday or a day when the primary stock exchange on which the Common Stock is traded is not open.

2.9 Change in Control

     “Change in Control” means the occurrence of any one of the following events:

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

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

     (i) By the Corporation or any Affiliate;

     (ii) By any employee benefit plan sponsored or maintained by the Corporation or any Affiliate;

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     (iii) By any underwriter temporarily holding securities pursuant to an offering of such securities;

     (iv) Pursuant to a Non-Control Transaction (as defined in paragraph (c)); or

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

     (c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation or any of its Affiliates that requires the approval of the Corporation’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:

     (i) More than fifty percent (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 one hundred percent (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;

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

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

     (d) The shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation.

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

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owned by such person by more than one percent (1%), a Change in Control of the Corporation shall then occur.

2.10 Closing Price

     “Closing Price” means the closing price of the Common Stock as reported on the National Association of Securities Dealers Automated Quotation System.

2.11 Code

     “Code” means the Internal Revenue Code of 1986, as amended, and including any rules or regulations promulgated thereunder.

2.12 Committee

     “Committee” means the Compensation Committee of the Board.

2.13 Common Stock

     “Common Stock” means the common shares, no par value, of the Corporation.

2.14 Compensation

     “Compensation” means Base Compensation and Incentive Compensation earned by and payable to a Participant for services to the Corporation or an Affiliate.

2.15 Corporation

     “Corporation” means FirstMerit Corporation, and any successor corporation.

2.16 Deferral Election

     “Deferral Election” means an irrevocable annual election to defer Compensation and the corresponding distribution elections, made by an Eligible Employee and for which a Participation Agreement has been submitted to the Committee.

2.17 Deferred Compensation

     “Deferred Compensation” means Compensation earned in a Plan Year for services performed as an employee and deferred pursuant to a Deferral Election.

2.18 Eligible Employee

     “Eligible Employee” means an Eligible Employee as defined in Section 3.1.

2.19 ERISA

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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2.20 Exchange Act

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.21 Incentive Compensation

     “Incentive Compensation” means the annual cash incentive award, if any, payable to a Participant under the Corporation’s or an Affiliate’s annual incentive plan.

2.22 Investment Fund

     “Investment Fund” means an investment fund in which Accounts may be deemed to be invested. An Investment Fund may be any open-ended fund, closed-end fund, a fund which is deemed to be invested in a particular stock or other investment except Common Stock, or a fund which credits a fixed or variable interest rate determined by the Committee.

2.23 Participant

     “Participant” means an Eligible Employee who has made a Deferral Election under the Plan or a former Eligible Employee who has an Account.

2.24 Participation Agreement

     “Participation Agreement” means the agreement, whether written or provided through electronic means, to make a Deferral Election, which, except as provided in Section 3.3, must be submitted by an Eligible Employee to the Committee or its delegates prior to the Plan Year in which Compensation is earned.

2.25 Plan

     “Plan” means the FirstMerit Corporation Executive Deferred Compensation Plan, as amended from time to time.

2.26 Plan Year

     “Plan Year” means the calendar year.

2.27 Retirement

     “Retirement” means:

     (a) With respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, retirement at or after age sixty-five (65) or, with the consent of the Committee, termination prior to age sixty-five (65) but at or after age fifty-five (55); and

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     (b) With respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after such date, “Retirement” means Separation from Service on or after attaining age fifty-five (55).

2.28 Separation from Service

     “Separation from Service” means the Participant’s “separation from service” (as defined in Code Section 409A) with the Corporation and all Affiliates.

2.29 Stock Account

     “Stock Account” means the sub-account(s) established pursuant to Section 4.2 of the Plan.

2.30 Stock Credit

     “Stock Credit” means a credit to a Participant’s Stock Account, calculated pursuant to Section 4.2(b) of this Plan.

2.31 Valuation Date

     “Valuation Date” means the last day of the month in which the Participant has a Separation from Service or dies.

ARTICLE III—PARTICIPATION

3.1 Eligibility

     The Committee shall, from time to time, designate one or more key employees of the Corporation and participating Affiliates as eligible to participate in the Plan (an “Eligible Employee”).

3.2 Participation

     An Eligible Employee may elect to participate in the Plan each year by making a Deferral Election prior to January 1 of the Plan Year in which Deferred Compensation is earned for services performed during such Plan Year, except as set forth in Section 3.3 herein. Such election shall be irrevocable as of December 31 prior to the Plan Year to which the Deferral Election applies.

3.3 Initial Year of Eligibility

     In the case of the first Plan Year in which a key employee is designated as an Eligible Employee, if such employee becomes eligible after January 1 but prior to July 1, such Eligible Employee may elect to participate in the Plan as of the next following July 1 by making a Deferral Election with respect to Base Compensation no later than thirty (30) days after the date on which the employee is designated as an Eligible Employee. Such Deferral Election shall be applicable only with respect to Base Compensation for services performed after the later of July 1 or the date such election is made, and shall become irrevocable thirty (30) days after the date on which the employee is designated as an Eligible Employee. Notwithstanding the foregoing, this Section 3.3 shall not apply if, at the time the employee is designated as an Eligible Employee, the employee also is eligible to participate in any Aggregated Plan.

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3.4 Deferral Elections

     (a) Incentive Compensation. An Eligible Employee may elect, as provided in Section 3.2, to defer receipt of any Incentive Compensation in increments of one percent (1%). Absent such a timely election, an Eligible Employee shall be deemed to have elected not to defer receipt of any such Incentive Compensation.

     (b) Base Compensation. An Eligible Employee may elect, as provided in Sections 3.2 and 3.3 herein, to defer receipt of all or any portion of such Eligible Employee’s Base Compensation in increments of one percent (1%) up to a maximum of ninety percent (90%) of Base Compensation.

ARTICLE IV—ACCOUNTS

4.1 Accounts

     The Corporation and each Affiliate that has elected to participate in this Plan and has been approved to participate by the Board shall establish on its books a separate Account for each Eligible Employee who makes a Deferral Election, and shall credit to the Account of each Participant such Deferred Compensation. The credit shall be entered on the Corporation’s or Affiliate’s books of account at the time that the Compensation, absent the Deferral Election, otherwise would be paid to the Participant.

4.2 Stock Accounts

     (a) Establishing a Stock Account. A Participant may elect to establish an annual Stock Account which shall be maintained solely for recordkeeping purposes. With respect to each Plan Year commencing on and after January 1, 2009, each Participant shall elect prior to the applicable Plan Year to allocate all or a portion of his Deferred Compensation to the Stock Account for such Plan Year; the balance shall be allocated to the Asset Account for such Plan Year. A Participant shall be one hundred percent (100%) vested in his Stock Account at all times.

     (b) Stock Credits. Each Participant’s Stock Account shall be credited with Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased with the amount of such Deferred Compensation at the Closing Price of a share of Common Stock on the day as of which such Stock Account is so credited.

     (c) Dividends. As of the date any cash dividend is paid to holders of shares of Common Stock, a Participant’s Stock Account shall be credited with additional Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased, at the Closing Price of a share of Common Stock on such date, with the amount that would have been paid as dividends on that number of shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Stock Account as of the record date of such dividend. In the case of dividends paid in shares of Common Stock, the Participant’s Account shall be credited with additional Stock Credits equal to the number of dividend shares that would have been received with respect to that number of

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shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Account as of the record date of such dividend.

4.3 Asset Accounts

     With respect to each Plan Year commencing on or after January 1, 2009, a Participant may elect to establish an annual Asset Account which shall be maintained solely for recordkeeping purposes by making a Deferral Election allocation to one (1) or more Investment Funds. A Participant shall be one hundred percent (100%) vested in his Asset Account at all times.

4.4 Investment Funds

     (a) Selection of Investment Funds. The Committee shall have sole discretion in the selection, number and types of Investment Funds for this Plan and may change or eliminate Investment Funds from time to time in its sole discretion.

     (b) Investment Fund Performance. The deemed earnings, gains and losses of each Investment Fund shall be determined by the Committee, in its reasonable discretion, based on the performance of the Investment Funds themselves. The balance of a Participant’s Asset Accounts shall be credited or debited on a daily basis based on the performance of each Investment Fund in which a Participant’s Asset Accounts are deemed to be invested, such performance and the crediting of such performance being determined by the Committee in its sole discretion.

4.5 Transfers Among Investment Funds and Between Accounts

     (a) Stock Account. No amount credited to any Stock Account may be transferred and credited to any Investment Fund, and no amount credited to an Investment Fund may be transferred and credited to any Stock Account.

     (b) Investment Funds. Any amount credited to an Investment Fund may be transferred and credited to any other Investment Fund at the direction of the Participant. Any such direction from a Participant will become effective as of the first day of the next month following the Participant’s request for a change.

     (c) Committee Procedures. The Committee may establish such rules and procedures as it determines to be appropriate for the crediting of deferrals and transfers to Investment Funds, for transfers among Investment Funds and for crediting deemed earnings, gains and losses of an Investment Fund.

ARTICLE V—DISTRIBUTIONS

     All distributions under this Plan from Stock Accounts shall be made in shares of Common Stock and all distributions from Asset Accounts shall be made in cash, in each case, in accordance with the following provisions.

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5.1 Distributions upon Retirement

     (a) Pre-2005 Deferred Compensation. Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, a Participant who has a Separation from Service due to Retirement, may elect to receive his Stock Account in monthly installments not to exceed one hundred twenty (120) separate installments or in a single, lump sum distribution. Such installments or such single, lump sum distribution shall be paid in whole shares of Common Stock. If the Participant’s Stock Account includes a fractional Stock Credit, the number of Stock Credits in the Participant’s Stock Account shall be increased to the next highest whole number. If no election is made by the Participant, the Committee shall distribute the Participant’s Stock Account, after any adjustment for any fractional Stock Credit as provided above, in a single, lump sum distribution.

     (b) Post-2004 Deferred Compensation. Solely with respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after that date, a Participant shall make a Deferral Election to receive benefits under this Plan as follows:

     (i) With respect to Deferred Compensation in the 2005 Plan Year, a Participant may elect in the applicable Participation Agreement to receive benefits in a single, lump sum distribution or in substantially equal monthly installments not to exceed one hundred twenty (120). In the absence of an election for such Plan Year, the applicable Account shall be paid in a single, lump sum distribution.

     (ii) With respect to Deferred Compensation after the 2005 Plan Year that is allocated to a Stock Account, a Participant may elect in the applicable Participation Agreement to receive benefits in a single, lump sum distribution or in up to ten (10) substantially equal annual installments. In the absence of an election for any Plan Year, the applicable Stock Account shall be distributed in a single, lump sum distribution.

     (iii) With respect to Asset Account balances, a Participant may elect in the applicable Participation Agreement to receive benefits in a single, lump sum distribution or in substantially equal monthly installments not to exceed one hundred twenty (120). In the absence of an election for any Plan Year, the applicable Asset Account shall be paid in a single, lump sum distribution.

     (c) Stock Account Installment Payments. The number of Stock Credits attributable to an installment payment from a Stock Account shall be determined by calculating the product of the current number of Stock Credits allocated to such Stock Account of a Participant, increased to the next highest whole number, and a fraction, the numerator of which is one (1) and the denominator of which is the total number of installments elected minus the number of installments previously paid, and then rounding such product to the next lowest whole number of Stock Credits. The final installment shall be equal to the balance of the undistributed Stock Credits in the Participant’s Stock Account.

     (d) Changing Form of Payment. Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, a Participant may at any time not less than one year prior to the date as of which the distribution of such Participant’s Account is made or commences, change such election pursuant to an election in writing delivered to the Committee, which election shall be irrevocable during such one-year period.

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5.2 Distributions upon Separation from Service (Other than Death) Prior to Retirement

     In the event a Participant has a Separation from Service prior to Retirement or death, such Participant shall receive a single, lump sum distribution of the Stock Credits allocated to such Participant’s Stock Accounts and a single, lump sum distribution of all amounts credited to his Asset Accounts. If the number of Stock Credits to be distributed includes a fractional share, the number of Stock Credits to be distributed shall be increased to the next highest whole number.

5.3 Small Accounts

     (a) Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon and notwithstanding any other provision of this Plan, if the value of the Participant’s Stock Accounts is five thousand dollars ($5,000) or less on the Valuation Date, or when the Stock Account balance is reduced to five thousand dollars ($5,000) as a result of payout, the benefit, or the remaining account balance, shall be paid in a single, lump sum distribution.

     (b) Solely with respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after that date, and notwithstanding any other provision of the Plan, if the aggregate combined value of the Participant’s Accounts and amounts under any Aggregated Plan is not greater than the Code Section 402(g)(1)(B) limit on elective deferrals on the Valuation Date, such Account balance shall be paid in a single lump sum.

     (c) Any payment under Section 5.3(b) must result in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all Aggregated Plans.

5.4 Time of Payment

     (a) Pre-2005 Deferred Compensation. Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses thereon distributions shall be made or commence within thirty (30) days after the earlier of the Valuation Date or the date specified by the Participant pursuant to Section 5.5(a).

     (b) Post-2004 Deferred Compensation. Solely with respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after that date and notwithstanding anything herein to the contrary, payments to a Participant under Section 5.1, 5.2, and 5.3 herein shall be made or commence on the first Business Day of the seventh (7^th) month following the Valuation Date or, if earlier, within thirty (30) days after the date specified by the Participant pursuant to Section 5.5(b). Deemed earnings, gains, losses and dividends shall continue to be credited to all Accounts until the date the distribution is to be made.

5.5 In-Service Distributions

     (a) Pre-2005 Deferred Compensation. Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, a Participant may elect to withdraw all or a portion of his Stock Accounts in substantially equal annual installments amortized over a period of up to five (5) years or, if approved by the Committee in its sole discretion, in a single, lump sum distribution. If a Participant elects to withdraw all of

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such Stock Accounts, the amount to be distributed in installment payments shall be determined in the same manner as that set forth in Section 5.1(c) as of January 1 of each year in which an installment is to be received, based on the remaining Stock Account balances as adjusted for gains or losses and the remaining number of installment payments. Any such election must be in writing and delivered to the Committee not less than one (1) year in advance of the payment date; provided, however, that if the Participant has a Separation from Service or dies prior to the payment date, such election shall be deemed automatically revoked.

     (b) Post-2004 Deferred Compensation. Solely with respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after that date, a Participant may elect in a Participation Agreement to receive a distribution of such Participant’s annual Account, including amounts allocated to both the Stock Account and Asset Account, on a specified date that is not less than three (3) years following the Plan Year to which such Participation Agreement pertains. A Participant may change the specified date of distribution to a date that is not less than five (5) years later than the current specified date; provided that (i) such election is made in writing and delivered to the Committee not less than twelve (12) months in advance of the current specified date of distribution and (ii) such election may not take effect until at least twelve (12) months after the date on which it is made. Notwithstanding the foregoing, if the Participant has a Separation from Service or dies prior to the specified date of distribution, all such in-service distribution elections shall be deemed null and void and the Participant’s Accounts shall be distributed in accordance with either Section 5.1, 5.2, 5.3 or 5.7.

5.6 Accelerated Distribution

     Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, a Participant may elect to receive, upon written request to the Committee, a single, lump sum distribution of more than ten thousand dollars ($10,000), or if less, the entire balance held in his pre-2005 Stock Accounts, from the Participant’s pre-2005 Stock Accounts as of the end of the calendar month prior to the month in which the Committee receives the written request. The amount requested by the Participant under this Section shall be paid in a single, lump sum distribution within thirty (30) days following the receipt of the notice by the Committee from the Participant. The Participant shall permanently forfeit ten percent (10%) of the amount requested and the Participant shall not be eligible to participate in the Plan in the next Plan Year or to receive another accelerated distribution under this Section 5.6 for a period of one (1) year from the date of distribution. The Corporation shall have no obligation to the Participant or his Beneficiary with respect to such forfeited amount.

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5.7 Distribution upon Death

     Notwithstanding any other provision of this Plan, upon the death of a Participant, the Beneficiary shall be entitled to receive an amount equal to the Participant’s Account balance plus deemed earnings, gains, losses and dividends on such Account until all benefits have been paid. Payments shall commence within thirty (30) days after the date of Participant’s death and shall be made as of the first day of a month.

     Each Participant may make a Deferral Election in a Participation Agreement to have death benefits covered by such Participation Agreement paid in any manner described in Section 5.1 herein. If the Participant dies after installment payments have commenced, the Participant’s Beneficiary shall receive any remaining installments that would have been paid had the Participant survived, subject to Section 6.3.

5.8 Change in Control

     Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon and notwithstanding any other provision of this Plan, in the event of a Change in Control, each Participant’s pre-2005 Stock Account shall, within five (5) Business Days thereafter, be distributed in a single lump sum equal to the value of his pre-2005 Stock Account as of the last Business Day immediately preceding the Change in Control.

5.9 Withholding Taxes

     Any withholding of taxes or other amounts required by federal, state, or local law shall be withheld from Compensation other than Deferred Compensation. If necessary, the Corporation may reduce the amount of Deferred Compensation then payable by an amount equal to any required withholding. Each Participant shall be entitled to irrevocably elect, at least six months prior to the date shares of Common Stock would otherwise be delivered hereunder, to have the Corporation withhold shares of Common Stock having an aggregate value equal to the amount required to be withheld. Shares so withheld shall be valued at the Closing Price on the Business Day immediately preceding the date such shares would otherwise be transferred hereunder.

5.10 Disability

(a) Solely with respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, if a Participant suffers a disability, as defined in the Corporation’s long term disability plan, and such disability continues for a period of twenty-four (24) months, the Participant shall be considered to have terminated employment and his pre-2005 Stock Account balance will be paid out under Section 5.2.

(b) If a Participant incurs a “Section 409A disability” (as defined below), any Deferral Election then in effect under the Plan for such Participant shall be cancelled by no later than the later of (i) the end of the taxable year of the Participant or (ii) the fifteenth (15^th) day of the third (3^rd) month following the date the Participant incurs the disability. For purposes of this Section 5.10(b), “Section 409A disability” means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months.

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ARTICLE VI—BENEFICIARY DESIGNATIONS

6.1 Beneficiary Designation

     Each Participant shall have the right, at any time, to designate one (1) or more persons as the primary or contingent Beneficiary(ies) to whom benefits under this Plan shall be paid in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan. Unless stated otherwise in writing in the form provided by the Committee, payments hereunder shall be paid in equal shares to surviving Beneficiaries if more than one (1) Beneficiary has been chosen. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime. If a Participant’s Compensation is community property, any Beneficiary designation shall be valid or effective only as permitted under applicable law.

6.2 Amendments

     Any Beneficiary designation may be changed by a Participant without the consent of any Beneficiary by the filing of a new Beneficiary designation with the Committee.

6.3 No Beneficiary Designation or Death of Beneficiary

     In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

     (a) The surviving spouse; and

     (b) The Participant’s estate.

     In the event of the death of a Beneficiary after payments commence but prior to the Beneficiary receiving all benefit payments hereunder, the remaining balance shall be paid in a lump sum to the estate of the Beneficiary.

6.4 Effect of Payment

     Payment to the Beneficiary (or to the Beneficiary’s estate) shall completely discharge the Corporation’s obligations under this Plan.

ARTICLE VII—THE COMMITTEE

7.1 Authority

     The Committee shall have full power and authority to administer the Plan, including the power to (i) promulgate forms to be used with respect to the Plan, (ii) promulgate rules of Plan administration, (iii) subject to Article VIII, settle any disputes as to rights or benefits arising from the Plan, (iv) interpret the terms of the Plan and (v) make such decisions or take such action as the Committee, in its sole discretion, deems necessary or advisable to aid in the proper administration of the Plan.

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7.2 Elections, Notices

     All elections and notices required to be provided to the Committee under the Plan must be on such forms, contain such information, and be made or given at such times as the Committee may require.

7.3 Agents

     The Committee may appoint an individual or individuals to be the Committee’s agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Corporation.

7.4 Binding Effect of Decisions

     The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan.

7.5 Indemnity of Committee

     The Corporation has entered into Indemnification Agreements with each of the members of the Committee protecting them against such claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except as otherwise indicated in such Indemnification Agreement.

ARTICLE VIII—CLAIMS PROCEDURES

8.1 Claim

     In general, neither Participants nor their Beneficiaries need to present a formal claim for benefits under the Plan in order to qualify for rights or benefits under the Plan. Any person claiming an amount under the Plan, requesting an interpretation or ruling under the Plan, or requesting information under the Plan (the “claimant”) shall present the request in writing to the Committee, which shall respond in writing within ninety (90) days following receipt of the request (or forty-five (45) days if the request is on account of disability). If special circumstances require the extension of the period described in the preceding sentence, the claimant will be notified before the end of such period of the circumstances requiring the extension and the date by which the Committee expects to render a decision. Any such extension shall not be for more than an additional ninety (90) day period or, if the claim is on account of a disability, for more than two (2) additional thirty (30) day periods.

8.2 Denial of Claim

     If the claim or request is wholly or partially denied, the written notice of denial shall state:

     (a) The specific reasons for denial;

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     (b) The specific reference to the pertinent Plan provisions, rules, procedures or protocols upon which the denial is based;

     (c) A description of any additional material or information required and an explanation of why it is necessary; and

     (d) An explanation of the Plan’s claim review procedure and the time limits applicable to such procedure and a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse determination upon review. In addition, if the claim is on account of disability, the written notice of denial shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1)(v).

8.3 Review of Claim

     Any person whose claim or request is denied may request review by notice given in writing to the Committee. Such notice must be received by the Committee within sixty (60) days of receipt of the denial of the claim (or one hundred and eighty (180) days in the case of a denial on account of disability). In addition, the claimant may review pertinent documents and other material upon which the Committee relied when denying the initial claim; and submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision. The claim or request shall be reviewed further by the Committee, and the Committee may, but shall not be required to, grant the claimant a hearing.

8.4 Final Decision

     A decision on such second request shall be made within sixty (60) days after the date of the second request (forty-five days in the case of request on account of disability). If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days from the date of the second request (ninety (90) days in the case of a request on account of disability). This notice to the claimant will indicate the special circumstances requiring the extension and the date by which the review official expects to render a decision and will be provided to the claimant prior to the expiration of the initial forty-five (45) day or sixty (60) day period.

     The Committee’s decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision will also include a statement of the claimant’s right to bring an action under ERISA Section 502(a).

     Notwithstanding the foregoing, in the case of a claim on account of disability: (i) the review of the denied claim shall be conducted by a review official who is neither the individual who made the benefit determination nor a subordinate of such person; and (ii) no deference shall be given to the initial benefit determination. For issues involving medical judgment, the review official must consult with an independent health care professional who may not be the health care professional who decided the initial claim.

     To the extent permitted by law, the decision of the Committee or the decision of the review official on review, as the case may be, will be final and binding on all parties. No legal action for benefits

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under the Plan will be brought unless and until the claimant has exhausted such claimant’s remedies under this Article VIII.

ARTICLE IX—SHARES AVAILABLE

9.1 Number

     Seven hundred fifty thousand (750,000) shares of Common Stock are available for issuance under the Plan in accordance with the provisions hereof and such other provisions as the Committee may from time to time deem necessary. This authorization may be increased from time to time by approval of the Board and by the shareholders of the Corporation if, in the opinion of counsel for the Corporation, such shareholder approval is required. Stock Credits allocated to a Participant’s Account shall be applied to reduce the maximum number of shares of Common Stock remaining available under the Plan. Shares of Common Stock issuable under the Plan may be taken either from authorized but unissued or treasury shares, as determined by the Corporation.

9.2 Adjustments

     (a) If at any time the number of outstanding shares of Common Stock shall be increased as the result of any stock dividend, stock split, subdivision or reclassification of shares, the number of shares of Common Stock available under Section 9.1 and the number of Stock Credits with which each Participant’s Account is credited shall be increased in the same proportion as the outstanding number of shares of Common Stock is increased. If the number of outstanding shares of Common Stock shall at any time be decreased as the result of any combination, reverse stock split or reclassification of shares, the number of shares of Common Stock available under Section 9.1 and the number of Stock Credits with which each Participant’s Account is credited shall be decreased in the same proportion as the outstanding number of shares of Common Stock is decreased.

     (b) In the event the Corporation shall at any time be consolidated with or merged into any other corporation and holders of shares of Common Stock receive shares of the capital stock of the resulting or surviving corporation, there shall be credited to each Participant’s Stock Account, in place of the Stock Credits then credited thereto, new Stock Credits in an amount equal to the product of the number of shares of capital stock exchanged for one (1) share of Common Stock upon such consolidation or merger and the number of Stock Credits with which the Participant’s Account then is credited, and the number of shares of Common Stock available under Section 9.1 shall be similarly adjusted. If in such a consolidation or merger, holders of shares of Common Stock shall receive any consideration other than shares of the capital stock of the resulting or surviving corporation or its parent corporation, the Committee, in its sole discretion, shall determine the appropriate change in Participants’ Accounts.

ARTICLE X—MISCELLANEOUS

10.1 Unfunded Plan

     No promise hereunder shall be secured by any specific assets of the Corporation or any Affiliate, nor shall any assets of the Corporation or its Affiliates be designated as attributable or allocated to the

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satisfaction of such promises. Participants shall have no rights under the Plan other than as unsecured general creditors of the Corporation and its Affiliates. Notwithstanding the foregoing, the Corporation may, but is not obligated to, establish a grantor trust (the “Trust”) for purposes of segregating assets necessary to satisfy the Corporation’s obligations under this Plan. All amounts contributed to the Trust shall remain subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency (as defined in the Trust document) until paid to the Participant or his Beneficiaries in such manner and at such times as specified in this Plan. It is the intention of the Corporation that the Trust shall constitute an unfunded arrangement and shall not affect the status of this Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of highly compensated employees for purposes of Title I of ERISA and for tax purposes. Participants shall have no control or incidence of ownership with respect to the assets contributed to the Trust by the Corporation.

10.2 Non-alienation of Benefits

     No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit, prior to receipt thereof pursuant to the provisions of the Plan, shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

10.3 Invalidity

     If any term or provision contained herein is to any extent invalid or unenforceable, such term or provision will be reformed so that it is valid, and such invalidity or unenforceability will not affect any other provision or part hereof.

10.4 Governing Law

     This Plan shall be governed by the laws of the State of Ohio, without regard to the conflict of law provisions thereof.

10.5 Amendment, Modification and Termination of the Plan

     The Board at any time may terminate and in any respect amend or modify the Plan; provided, however, that no such termination, amendment or modification shall adversely affect the rights of any Participant or Beneficiary, including his rights with respect to Stock Credits credited prior to such termination, amendment or modification, without his consent. Notwithstanding the foregoing, the provisions of this Plan that determine the amount, price or timing of benefits related to Stock Credits shall not be amended more than once every six (6) months (other that as may be necessary to conform to any applicable changes in the Code), unless such amendment would be consistent with the provisions of Rule 16b-3 (or any successor provisions) promulgated under the Exchange Act. Following termination of the Plan, the Committee may distribute Participants’ Account balances attributable to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after that date if such distribution is permissible under and would not result in any Participant being subject to tax penalties pursuant to Code Section 409A.

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10.6 Successors and Heirs

     The Plan and any properly executed elections hereunder shall be binding upon the Corporation, its Affiliates and Participants, and upon any assignee or successor in interest to the Corporation or any Affiliate and upon the heirs, legal representatives and Beneficiaries of any Participant.

10.7 Status as Shareholders

     Stock Credits are not, and do not constitute, shares of Common Stock, and no right as a holder of shares of Common Stock shall devolve upon a Participant unless and until such shares are issued to the Participant.

10.8 Rights

     This Plan shall not give any person the right to continue as an employee of the Corporation or any Affiliate or any rights or interests other than as herein provided.

10.9 Use of Terms

     The masculine includes the feminine and the plural includes the singular, unless the context clearly indicates otherwise.

10.10 Statement of Accounts

     Each Participant in the Plan during the immediately preceding Plan Year shall receive a statement of his Account under the Plan as of December 31 of such preceding Plan Year. Such statement shall be in a form and contain such information as is deemed appropriate by the Committee.

10.11 Compliance with Laws

     This Plan and the offer, issuance and delivery of shares of Common Stock and/or the payment and deferral of Compensation under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal reporting, registration, insider trading and other securities laws) and to such approvals by any listing agency or any regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring the securities shall, if requested by the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure compliance with all applicable legal requirements.

10.12 Plan Construction

     Anything in this Plan to the contrary notwithstanding, it is the intent of the Corporation that transactions under the Plan satisfy the applicable requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act so that persons who are or become subject to Section 16 of the Exchange Act will be entitled to the benefits of such Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable liability thereunder. It is further the intent of the Corporation that the terms and operation of the Plan satisfy the requirements of Code Section 409A. To the extent any

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provision of the Plan, action by the Committee or election by a Participant or Eligible Employee fails to so comply, it shall be deemed null and void to the extent permitted by law.

10.13 Headings Not Part of Plan

     Headings and subheadings in the Plan are inserted for reference only and are not to be considered in the construction of the Plan.

10.14 Extension of Plan to Affiliates.

     By action of its Board, the Corporation may terminate an Affiliate’s eligibility to participate in the Plan; provided, however, that such termination shall not be effective until the last day of the calendar year in which such action was taken. Upon termination of an Affiliate’s eligibility, the Affiliate shall remain obligated to pay such deferred compensation in accordance with the provisions of the Plan in effect immediately prior to the date of such termination.

ARTICLE XI—CODE SECTION 409A

11.1 Compliance with Code Section 409A

     Notwithstanding anything herein to the contrary, all provisions in this document shall be interpreted, to the extent possible, to be in compliance with Code Section 409A. However, in the event any provision of this Plan is determined to not be in compliance with Code Section 409A and any guidance promulgated thereunder, such provision shall be null and void to the extent of such noncompliance. Nothing in this Plan shall be construed as an entitlement to or guarantee of any particular tax treatment for any Participant, and none of the Corporation, any of its Affiliates, the Board or the Committee shall have any liability with respect to any failure to comply with the requirements of Code Section 409A.

11.2 Payments upon Income Inclusion under Code Section 409A

     Notwithstanding anything to the contrary contained herein, the Corporation may accelerate the time or schedule of a distribution to a Participant at any time the Plan fails to meet the requirements of Code Section 409A. Such distribution may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

	FIRSTMERIT CORPORATION
By:	Christopher J. Maurer
Title:	Executive Vice President
Dated:	12/16/2008

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