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Exhibit 10.30
AMENDED AND RESTATED
MEMBERSHIP AGREEMENT
WITH RESPECT TO THE
FIRSTMERIT CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
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AMENDED AND RESTATED MEMBERSHIP AGREEMENT, effective as of the 1st day
of January, 2001, by and between FirstMerit Corporation, an Ohio corporation
(the "Employer"), and John R. Cochran, an individual, (the "Member").
R E C I T A L S:
A. The Employer maintains the FirstMerit Corporation Supplemental
Retirement Plan (the "Plan"), a copy of which is attached hereto as Exhibit A
and is incorporated herein by reference, and the Member became a participant in
the Plan effective as of March 1, 1995.
B. Section 9.07 of the Plan provides that the Employer and any Member
in the Plan may, by written agreement, amend the provisions of the Plan as to
only such Member.
C. The Employer and the Member entered into an Amended and Restated
Membership Agreement, effective December 1, 1998, (the "Old Membership
Agreement") concerning the participation of the Member in the Plan.
D. The Employer and Member desire to amend and restate the Old
Membership Agreement in order to reflect certain changes to the Plan.
IN CONSIDERATION OF THE FOREGOING, and for good and valuable
consideration, receipt of which is hereby acknowledged, the Employer and Member
agree as follows:
1. DEFINITIONS
Capitalized terms used in this Membership Agreement shall have the same
meanings as those ascribed to them in the Plan unless expressly provided
otherwise herein.
2. TERMINATION OF OLD MEMBERSHIP AGREEMENT.
The parties hereto acknowledge and agree that, effective as of January
1, 2001 (the "Effective Date"), the Old Membership Agreement is hereby
terminated and each and every provision thereof shall be rendered void and of no
further force or effect whatsoever.
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3. PARTICIPATION IN THE PLAN
The Member became a participant in the Plan effective as of March 1,
1995 and shall continue to participate in the Plan on and after the Effective
Date subject to the terms and conditions of the Plan as modified by this Amended
and Restated Membership Agreement.
4. FORM OF DISTRIBUTION OF BENEFITS UNDER THE PLAN
Notwithstanding any of the provisions of the Old Membership Agreement
or any prior membership agreement to contrary, the Member may, subject to the
provisions of Section 4.04 the Plan, elect to receive any Monthly Retirement
Income payable to him under the terms of the Plan in the form of a lump sum
distribution.
5. CHANGE OF CONTROL
Notwithstanding anything to the contrary contained in the Plan, if the
Member's employment with the Employer terminates following a Change in Control
(as defined in the Employment Agreement, dated as of January 1, 2001, between
the Employer and the Member (the "Employment Agreement")) and if, as a result of
such termination of employment, the Member is entitled to receive the Change in
Control Benefits described in Section 11.2 of the Employment Agreement, then,
for purposes of calculating the Member's Monthly Retirement Income under any
provision of the Plan:
(a) the Member shall be deemed to have attained age 65 on the
effective date of the termination of his employment with the
Employer regardless of his actual Attained Age as of such
date;
(b) the Member shall be deemed to have earned ten (10) Years of
Service on the effective date of the termination of his
employment with the Employer regardless of his actual Years of
Service under the Plan as of such date; and
(c) the Member's Average Monthly Earnings shall be determined by
dividing 12 into the total of (i) the annual base salary
applicable to the Member as of the effective date of the
termination of his employment and (ii) the incentive
compensation payment the Member would receive if payment was
made at the "target" percentage for the Member under the
Company's Annual Incentive Compensation Plan in the year in
which occurs the effective date of the Member's termination of
employment.
6. TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON
If the Employer terminates the Member's employment without Cause (as
defined in the Employment Agreement) pursuant to Section 9.1(B) of the
Employment Agreement or if the Member terminates his employment for Good Reason
(as defined in the Employment Agreement) pursuant to Section 9.2 of the
Employment Agreement and the Termination Date (as defined in the
Employment Agreement) is prior to the expiration of the Term (as defined in the
Employment
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Agreement) the Member will be credited with two (2) additional Years of Service
under the Plan as of the Termination Date.
7. Except as expressly modified by this Amended and Restated Membership
Agreement, all of the provisions of the Plan shall apply to the Member.
IN WITNESS WHEREOF, the Employer and the Member have duly executed this
Amended and Restated Membership Agreement as of the day and year above first
written.
FIRSTMERIT CORPORATION
By: /s/ Christopher Maurer
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Christopher Maurer
EMPLOYER
/s/ John R. Cochran
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John R. Cochran
MEMBER
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