FirstMerit (FMER) 10-K/A 2002 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 2)

[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

COMMISSION FILE NUMBER 0-10161

FIRSTMERIT CORPORATION

(Exact name of registrant as specified in its charter)

OHIO
(State or other jurisdiction of
incorporation or organization) 34-1339938
(I.R.S. employer identification no.)

III Cascade Plaza, Akron, Ohio
(Address of principal executive offices) 44308
(Zip code) (330) 996-6300
(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, NO PAR VALUE

PREFERRED SHARE PURCHASE RIGHTS

and

6 1/2% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B

(Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2002, the last business day of the registrant’s most recently completed second fiscal quarter: $2,309,958,873.

     Indicate the number of shares outstanding of registrant’s common stock as of March 31, 2003: 84,891,000 shares of common stock, without par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of FirstMerit Corporation, dated March 6, 2003, are incorporated by reference in Part III.

PLAN FINANCIAL STATEMENTS

     The undersigned registrant hereby amends the following item of its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2002 for the purpose of furnishing the financial statements of the FirstMerit Corporation and Subsidiaries Employees’ Salary Savings Retirement Plan.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FirstMerit Corporation and
Affiliates Employees’ Salary
Savings Retirement Plan
Financial Statements And Supplemental
Schedules
December 31, 2002 and 2001

FirstMerit Corporation and
Affiliates Employees’ Salary
Savings Retirement Plan

Financial Statements And Supplemental
Schedules
December 31, 2002 and 2001

PricewaterhouseCoopers LLP

One North Wacker

Chicago IL 60606

Telephone (312) 298-2000

Report of Independent Accountants

To the Board of Directors

of FirstMerit Corporation

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan (the “Plan”) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 2002 and reportable transactions for the year ended December 31, 2002 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

April 28, 2003

-1-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Contents
December 31, 2002 and 2001

		Pages
Report of Independent Accountants			1
Financial Statements:
	Statements of Net Assets Available for Plan Benefits at December 31, 2002 and 2001		2
	Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2002 and 2001		3
	Notes to Financial Statements		4-9
Supplemental Schedules:
	Schedule of Assets Held at end of year		10
	Schedule of Reportable Transactions for the year ended December 31, 2002		11

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001

		2002			2001
Assets:
	Investments, at fair value	$	33,626,716		$	38,533,206
	FirstMerit Corporation Common Stock, at fair value		48,686,417			58,722,776
	Total investments		82,313,133			97,255,982
	Receivables:
	Contributions receivable from participants		242,524			222,192
	Contributions receivable from employer		135,625			82,395
	Loans to participants		910,271			910,771
	Total receivables		1,288,420			1,215,358
	Other:
	(Book overdraft) cash		(7,939	)		(5,517	)
	Net assets available for plan benefits	$	83,593,614		$	98,465,823

The accompanying notes are an integral part of these financial statements.

-2-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 2002 and 2001

				2002			2001
Additions:
	Contributions:
		Participants’ contributions		$	6,433,340		$	5,680,026
		Employer’s contributions			2,980,908			2,498,502
					9,414,248			8,178,528
	Investment income:
		Interest			57,352			57,221
		Dividends			2,648,037			2,493,423
		Net depreciation of investments			(20,522,376	)		(6,383,781	)
					(17,816,987	)		(3,833,137	)
	Assets received from new participants				138,661			74,830
			Total additions		(8,264,078	)		4,420,221
Deductions:
	Benefits paid to participants				6,608,131			7,794,118
			Total deductions		6,608,131			7,794,118
			Net decrease		(14,872,209	)		(3,373,897	)
Net assets available for plan benefits at beginning of period					98,465,823			101,839,720
Net assets available for plan benefits at end of period				$	83,593,614		$	98,465,823

The accompanying notes are an integral part of these financial statements.

-3-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

1.	Description of the Plan
	The following brief description of the FirstMerit Corporation and Affiliates (“FirstMerit”)(the “Company”) Employees’ Salary Savings Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

A.	General
	The Board of Directors of FirstMerit Corporation established this defined contribution plan as of October 1, 1985. The Plan covers all employees of FirstMerit who have six months of service and have attained the age of twenty-one. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
B.	Contributions
	The Plan permits each participant to contribute from one percent to fifteen percent of compensation. Such contributions are known as voluntary pretax employee contributions. A participant’s voluntary pretax contributions and earnings are immediately vested and non-forfeitable.
	FirstMerit contributes as a matching contribution an amount equal to 50 percent of the participant’s voluntary pretax contribution. FirstMerit will not make a matching contribution with respect to any portion of a participant voluntary pretax contribution that exceeds six percent of the participant’s basic compensation. These employer matching contributions and earnings are immediately vested and non-forfeitable.
	The Plan also includes a supplemental matching account whereby FirstMerit makes additional matching contributions equal to 50% of the participant’s voluntary pretax employee contributions which do not exceed three percent of the participant’s basic compensation. Participants become vested in the Supplemental Matching Program upon achieving five years of service or upon attaining normal retirement age. Effective January 1, 2002 the Plan was amended whereby participants immediately vest in the Supplemental Matching Program.
C.	Investments
	During 2002, the Company discontinued use of the FirstMerit Equity Fund, for which the Company acted as investment advisor. As of August 15, 2002, the FirstMerit Equity Fund was merged with the Federated Capital Appreciation Fund, which became a new plan investment option. Two additional funds, the Fidelity Advisor Equity Income Fund and the T. Rowe Price Small-Cap Stock Fund, were also added as investment options in 2002. The following is a summary of investment options (Investment Funds) available to participants at December 31, 2002:
	Federated Government Obligations Fund: The fund seeks to provide conservative investors with a high quality portfolio, current income and relative safety. The fund invests in U.S. Treasuries, government agency securities and repurchase agreements backed by government securities.
	Federated Short/Intermediate Government Fund: The fund seeks to provide investors with current income by investing in U.S. Treasury and government agency securities.

-4-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

	Federated Capital Preservation Fund: The fund seeks to offer investors stable principal with high current income by investing in Guaranteed Investment Contracts issued by major U.S. and Canadian life insurance companies and other stable value products.
	Federated Capital Appreciation Fund: The fund is an established equity fund that seeks value and growth of capital and income over the long-term by investing predominantly in medium to large capitalization common stocks.
	Fidelity Advisor Series IV Ltd. Term Bond Fund:The fund invests in investment-grade bonds from different sectors of the market to give investors greater return potential through exposure to corporate and mortgage-backed securities.
	Fidelity Advisor Equity Portfolio Growth Fund:The fund invests in attractively priced stocks of companies that demonstrate the potential for above-average earnings and revenue growth, a strategy that may translate into strong returns for investors.
	Fidelity Advisor Equity Portfolio Income Fund: The fund is a value-oriented fund investing predominantly in large-capitalization common stocks.
	Fidelity Balanced Fund: The fund seeks income consistent with preservation of capital by investing in a broadly diversified portfolio of high-yielding securities, including common and preferred stocks, and bonds. It usually invests at least 25% of assets in fixed-income senior securities rated BBB or higher.
	Fidelity Blue Chip Growth Fund:The fund seeks growth of capital over the long-term by investing primarily in a diversified portfolio of common stocks of well-known and established companies.
	Fidelity Overseas Fund:The fund seeks long-term growth of capital by investing in equities issued by companies, whose principal business activities are outside of the United States. The fund invests at least 65% of assets in at least three different countries outside of North America.
T.	Rowe Price Small-Cap Stock Fund: The fund seeks long-term growth of capital through investment in stock of small companies that are potentially undervalued or have growth prospects.
	Vanguard 500 Portfolio:The fund seeks investment results that correspond with the price and yield performance of the S&P 500 Index. The fund employs a passive management strategy designed to track the performance of the S&P 500 Index, which is dominated by the stock of large U.S. companies.
	FirstMerit Corporation Common Stock:The Plan provides for participants to invest directly in Common Shares of the Company. Each participant electing to purchase Common Shares of the Company through the Plan is permitted to vote such Common Shares in the same manner as any other shareholder and is furnished proxy materials to such effect. Dividends paid by FirstMerit are reinvested in the Plan.
D.	Participants’ Accounts
	FirstMerit Bank, N.A. (a subsidiary of FirstMerit), as the trustee for the Plan, maintains separate accounts for each participant.

-5-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

	Participants can contribute to one investment or a combination thereof with the minimum investment in any option of 5%. Employer matching contributions are invested solely in FirstMerit Corporation common stock purchased on the open market by the trustee.
E.	Payment of Benefits
	Distributions to participants are made by one or more of the following methods: (1) a single lump-sum payment, in cash; or (2) payments in equal or nearly equal monthly, quarterly, semi-annual, or annual installments over any period not exceeding 10 years or the participant’s life expectancy at the date such payments commence, if less. Benefit distributions are recorded when paid to participants.
F.	Loans
	The loan feature allows participants to borrow against amounts accumulated in the Plan on their behalf. The plan document sets forth guidelines as to certain limitations, and permissible interest rates and repayment terms.
G.	Administrative Expenses
	All expenses associated with administering the Plan, including the trustee’s fees and brokerage commissions on purchases of and transfers between Investment Funds, are paid by FirstMerit.

2. Summary of Significant Accounting Policies

A.	Basis of Presentation
	The accompanying financial statements have been prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America.
B.	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Actual results could differ from those estimates.
C.	Investments
	Investments in securities are stated at fair value. The fair value of marketable securities is based on quotations obtained from national securities exchanges.
	The fair value of the investments in the mutual funds is based upon the number of units held by the Plan at December 31, 2002 and 2001, respectively, and the current value of each unit is based upon quotations obtained from national securities exchanges on which the funds are traded as of the last trading day of the reporting period.
	Securities transactions are recognized on the trade date (the date the order to buy or sell is executed).
	The Plan presents in the Statements of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on these investments.

-6-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

D.	Risk and Uncertainties
	The Plan generates a significant portion of its revenues from investments in domestic and international mutual funds, bonds and FirstMerit Corporation common stock. As a result, the Plan’s revenues and net assets available for plan benefits are dependent on the performance and volatility of the both the U.S. and global financial markets and economic conditions.
E.	Fair Value Disclosure of Financial Instruments
	Management has determined that the carrying amount of financial instruments, as reported on the Statements of Net Assets Available for Plan Benefits, approximates fair value.

3.	Investments
	The Plan’s investments are maintained in Investment Funds and common shares of the Company, as described in Note 1. The following presents the market value of investments that represent 5 percent or more of the Plan’s Net Assets Available for Plan Benefits at December 31, 2002 and 2001:

	2002		2001
Mutual funds:
Fidelity Advisor Equity Portfolio Growth Fund	$	6,827,562	$	9,763,432
Fidelity Blue Chip Growth Fund		7,998,187		10,630,086
Federated Capital Preservation Fund		4,431,551		4,270,992
FirstMerit Equity Fund		—		5,588,522
FirstMerit Corporation Common Stock		48,686,417		58,722,776

As stated in Note 2, the Plan presents, in the Statement of Changes in Net Assets Available for Plan Benefits, net appreciation (depreciation) of investments, which consist of realized gains or losses and change in unrealized appreciation (depreciation). Total realized gains (losses) for 2002 and 2001 were $(43,367) and $1,250,150, respectively, and the change in unrealized appreciation (depreciation) was $(20,479,009) and $(7,633,931) for 2002 and 2001, respectively.

-7-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

Specifically, the change in the unrealized appreciation (depreciation) in the Plan’s investments, which includes investments bought, sold, and held during the period as follows:

		2002			2001
Mutual funds		$	(7,176,951	)	$	(6,503,033	)
FirstMerit Corporation Common Stock			(13,302,058	)		(1,130,898	)
	Total	$	(20,479,009	)	$	(7,633,931	)

4.	Federal Income Taxes
	The Plan and Trust qualify under Section 401 of the Internal Revenue Code and the Trust is exempt from federal income taxes under Section 501(a).
	The Plan obtained its latest determination letter on May 9, 2001, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
5.	Plan Termination
	Although they have not expressed any intent to do so, the Plan may be terminated by unanimous action of the FirstMerit Corporation Board of Directors. In the event the Plan is terminated, FirstMerit will direct the trustee to distribute the assets of the trust fund, after payment of any expenses properly chargeable against the trust fund, to participants in proportion to the value of their total account balances as of the date of termination, in cash or in kind and in such a manner as FirstMerit shall determine.
6.	Forfeitures
	At December 31, 2001, forfeited nonvested accounts totalled $189,741. This amount was used to reduce 2002 Company contributions to the Plan. There were no forfeited nonvested accounts in 2002 due to the Plan amendment as described in Note 1. Company contributions were reduced by forfeited nonvested accounts in 2001 in the amount of $700,000.
7.	Transactions with Party-In-Interest
	Transactions involving participant notes, common shares of FirstMerit Corporation and the funds administered by FirstMerit Corporation, trustee of the Plan, are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. At December 31, 2002 and 2001, the Plan held units of participation in the FirstMerit Equity Fund (formerly called the NewPoint Equity Fund), a mutual fund in which the Trust and Financial Services Division of FirstMerit Bank, N.A. is the advisor to

-8-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Notes to Financial Statements
December 31, 2002 and 2001

the fund. The FirstMerit Equity Fund merged into the Federated Capital Appreciation Fund in August 2002, as described in Note 1. As of December 31, 2001, the fund had a total cost of $6,682,310 and a total market value of $5,588,522. During fiscal periods 2002 and 2001, transactions with the fund included aggregate purchases of $576,975 and $1,327,540 and aggregate sales totalling $824,710 and $704,158, respectively.

-9-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Schedule of Assets Held at End of Year

			Cost			Current Value
Mutual Funds:
		Federated Government Obligations Fund	$	48,687		$	48,687
		Federated Short/Intermediate Government Fund		2,686,958			2,765,070
		Federated Capital Preservation Fund		4,431,551			4,431,551
		Fidelity Advisor Series IV Ltd. Term Bond Fund		2,855,772			3,025,428
		Federated Capital Appreciation Fund		6,261,131			3,800,022
		Fidelity Advisor Equity Portfolio Growth Fund		9,936,340			6,827,562
		Fidelity Advisor Equity Portfolio Income		339,777			298,168
		Fidelity Balanced Fund		699,463			635,146
		Fidelity Blue Chip Growth Fund		10,502,624			7,998,187
		Fidelity Overseas Fund		2,735,609			1,842,868
		T Rowe Price Small Cap Stock Fund		481,414			431,394
		Vanguard 500 Portfolio		1,988,561			1,522,633
				42,967,887			33,626,716
*	FirstMerit Corporation Common Stock			40,679,464			48,686,417
	Cash (Book overdraft)			(7,939	)		(7,939	)
*	Loans to participants - various interest rates, 5 year maximum unless mortgage 20 year maximum			—			910,271
			$	83,639,412		$	83,215,465

*Party-in-interest

-10-

FirstMerit Corporation and Affiliates
Employees’ Salary Savings Retirement Plan

Schedule of Reportable Transactions
For the Year Ended December 31, 2002

	Number		Number of		Purchase		Selling		Cost of		Gain/Loss
	of Shares		Transactions		Price		Price		Asset		on Sale
Category II: Series of transactions with same broker exceeds 5% of value
FirstMerit Corporation Common Stock Issue: 337915102		237,118		26		6,034,670				6,034,670	—
FirstMerit Corporation Common Stock Issue: 337915102		54,460		13				1,500,548		1,476,090	24,458
Category III: Series of transactions in same security exceeds 5% of value
FirstMerit Corporation Common Stock Issue: 337915102		237,118		26		6,034,670				6,034,670	—
FirstMerit Corporation Common Stock Issue: 337915102		123,661		235				3,187,058		3,349,807	(162,749	)
Federated Government Obligations Fund Issue: 60934N104		5,711,114		248		5,711,114				5,711,114	—
Federated Government Obligations Fund Issue: 601934N104		5,757,967		89				5,757,967		5,757,967	—

There were no reportable transactions for Categories I or IV during the year.

-11-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the 30th day of April, 2003.

FirstMerit Corporation
By:	/s/ JOHN R. COCHRAN John R. Cochran, Chairman and Chief Executive Officer

FIRSTMERIT CORPORATION

CERTIFICATIONS

I, John R. Cochran, certify that:

1.	I have reviewed this annual report on Form 10-K/A of FirstMerit Corporation.
2.	Based upon my knowledge, the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c)  presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.  The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: 

JOHN R. COCHRAN,

Chairman and

Chief Executive Officer

Date: April 30, 2003

I, Terrence E. Bichsel, certify that:

1.	I have reviewed this annual report on Form 10-K/A of FirstMerit Corporation.
2.	Based upon my knowledge, the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c)  presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.  The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: 

TERRENCE E. BICHSEL,

Executive Vice President and

Chief Financial Officer

Date: April 30, 2003

Exhibit Index

Exhibit
Number
	3.1	Amended and Restated Articles of Incorporation of FirstMerit Corporation, as amended (incorporated by reference from Exhibit 3.1 to the Form 10-K/A filed by the Registrant on April 29, 1999)
	3.2	Amended and Restated Code of Regulations of FirstMerit Corporation (incorporated by reference from Exhibit 3(b) to the Form 10-K filed by the registrant on April 9, 1998)
	4.1	Shareholders Rights Agreement dated October 21, 1993, between FirstMerit Corporation and FirstMerit Bank, N.A., as amended and restated May 20, 1998 (incorporated by reference from Exhibit 4 to the Form 8-A/A filed by the registrant on June 22, 1998)
	4.2	Instrument of Assumption of Indenture between FirstMerit Corporation and NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit Corporation’s 6 1/4% Convertible Subordinated Debentures, due May 1, 2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed by the registrant on November 13, 1998)
	4.3	Supplemental Indenture, dated as of February 12, 1999, between FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee relating to the obligations of the FirstMerit Capital Trust I, fka Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to the Form 10-K filed by the Registrant on March 22, 1999)
	4.4	Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee, National Association, as trustee and Signal Corp (incorporated by reference from Exhibit 4.1 to the Form S-4, No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
	4.5	Amended and Restated Declaration of Trust of FirstMerit Capital Trust I, fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
	4.6	Form Capital Security Certificate (incorporated by reference from Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
	4.7	Series B Capital Securities Guarantee Agreement (incorporated by reference from Exhibit 4.7 to the Form No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
	4.8	Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series B (incorporated by reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
	10.1	Amended and Restated 1992 Stock Option Program of FirstMerit Corporation (incorporated by reference from Exhibit 10.1 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.2	Amended and Restated 1992 Directors Stock Option Program (incorporated by reference from Exhibit 10.2 to the Form 10-K filed by the registrant on March 9, 2001) *
	10.3	Amended and Restated 1995 Restricted Stock Plan (incorporated by reference from Exhibit 10.3 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.4	Amended and Restated 1997 Stock Option Program (incorporated by reference from Exhibit 10.4 to the Form 10-K filed by the registrant on March 9, 2001) *
	10.5	Amended and Restated 1999 Stock Option Program (incorporated by reference from Exhibit 10.5 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.6	2002 Stock Option Program*
	10.7	Amended and Restated 1987 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.6 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.8	Amended and Restated 1996 Stock Option and Incentive Plan (SF) (incorporated by reference from Exhibit 10.7 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.9	Amended and Restated 1994 Stock Option and Incentive Plan (SF) ((incorporated by reference from Exhibit 10.8 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.10	Amended and Restated 1989 Stock Incentive Plan (SB) (incorporated by reference from Exhibit 10.9 to the Form 10-K filed by the registrant on March 9, 2001) *

Exhibit
Number
	10.11	Amended and Restated Stock Option and Incentive Plan (SG) (incorporated by reference from Exhibit 10.10 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.12	Non-Employee Director Stock Option Plan (SG) (incorporated by reference from Exhibit 4.3 to the Form S-8/A (No. 333-63797) filed by the registrant on February 12, 1999)*
	10.13	Amended and Restated 1997 Omnibus Incentive Plan (SG) (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.14	Amended and Restated 1993 Stock Option Plan (FSB) (incorporated by reference from Exhibit 10.13 to the Form 10-K filed by the registrant on March 9, 2001)*
	10.15	Amended and Restated Executive Deferred Compensation Plan (incorporated by reference from Exhibit 10.14 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.16	Amended and Restated Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.15 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.17	Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.18	Form of Amended and Restated Membership Agreement with respect to the Executive Supplemental Retirement Plan (incorporated by reference from Exhibit 10.39 to the Form 10-K filed by the Registrant on March 22, 1999)*
	10.19	Unfunded Supplemental Benefit Plan*
	10.20	First Amendment to the Unfunded Supplemental Benefit Plan (incorporated by reference from Exhibit 10.19 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.21	Executive Insurance Program Summary (incorporated by reference from Exhibit 10.20 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.22	Long Term Disability Plan (incorporated by reference from Exhibit 10.21 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.23	SERP Agreement dated October 23, 1998 for Charles F. Valentine (incorporated by reference from Exhibit 10(b) to the Form 10-Q filed by the registrant on November 13, 1998)*
	10.24	Amended and Restated Employment Agreement of John R. Cochran (incorporated by reference from Exhibit 10.24 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.25	Restricted Stock Award Agreement of John R. Cochran dated March 1, 1995 (incorporated by reference from Exhibit 10.24 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.26	First Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.38 to the Form 10-K filed by the Registrant on March 22, 1999)*
	10.27	Second Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.27 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.28	Restricted Stock Award Agreement of John R. Cochran dated April 9, 1997*
	10.29	First Amendment to Restricted Stock Award Agreement for John R. Cochran (incorporated by reference from Exhibit 10.29 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.30	Amended and Restated SERP Agreement for John R. Cochran (incorporated by reference from Exhibit 10.30 to the Form 10-K/A filed by the registrant on April 30, 2001)*
	10.31	Employment Agreement of Sid A. Bostic dated April 17, 2002 (incorporated by reference from Exhibit 10.30 to the Form 10-K/A filed by the registrant on April 30, 2002)*
	10.32	Restricted Stock Award Agreement of Sid A. Bostic dated February 1, 1998*
	10.33	First Amendment to Restricted Stock Award Agreement of Sid A. Bostic (incorporated by reference from Exhibit 10.25.1 to the Form 10-Q filed by the registrant on May 14, 1999)*
	10.34	Form of FirstMerit Corporation Amended and Restated Change in Control Termination Agreement*
	10.35	Form of FirstMerit Corporation Amended and Restated Displacement Agreement*
	10.36	Form of Director and Officer Indemnification Agreement and Undertaking (incorporated by reference from Exhibit 10.35 to the Form 10-K/A filed by the registrant on April 30, 2002)

Exhibit
Number
	10.37	Credit Agreement among FirstMerit Corporation, Bank One, N.A., and Lenders, dated November 27, 2000 (incorporated by reference from Exhibit 10.36 to the Form 10-K filed by the registrant on March 9, 2001)
	10.39	Distribution Agreement, by and among FirstMerit Bank, N.A. and the Agents, dated July 15, 1999 (incorporated by reference from Exhibit 10.41 to the Form 10-K filed by the Registrant on March 10, 2000)
	10.40	Employment Agreement of David G. Lucht dated May 16, 2002 (incorporated by reference from Exhibit 10.35 to the Form 10-Q filed by the registrant on August 13, 2002)*
	10.41	Restricted Stock Award Agreement of David G. Lucht dated May 16, 2002 (incorporated by reference from Exhibit 10.36 to the Form 10-Q filed by the registrant on August 13, 2002)*
	21	Subsidiaries of FirstMerit Corporation
	23	Consent of PricewaterhouseCoopers, LLP
	24	Power of Attorney
	99.1	Certification of John R. Cochran, Chairman and Chief Executive Officer of FirstMerit Corporation, as required by 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
	99.2	Certification of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation, as required by 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

* Indicates management contract or compensatory plan or arrangement