Exhibit 10.16
FIRSTMERIT CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
FirstMerit Corporation (fka First Bancorporation of Ohio) (the
"Company"), adopted the First Bancorporation of Ohio Executive Supplemental
Retirement Plan (the "Plan"), effective as of February 13, 1987, in order to
provide supplemental retirement benefits for certain management employees who
become Members of the Plan.
The Company amended and restated the Plan in 1991 and has since adopted
a number of amendments to the Plan.
Section 9.07 of the Plan permits the Company to amend the Plan at any
time and from time to time.
The Company desires to amend and restate the Plan as hereinafter
provided to change the name of the Plan, to incorporate the amendments to the
Plan adopted since its last restatement and to revise the death benefit
provisions of the Plan.
ARTICLE I
TITLE AND EFFECTIVE DATE
------------------------
SECTION 1.01 This Plan shall be known as the FirstMerit Corporation
Executive Supplemental Retirement Plan (hereinafter referred to as the "Plan").
SECTION 1.02 The original effective date (the "Original Effective
Date") of the Plan is February 13, 1987. The Effective Date of the Plan, as
amended and restated herein, shall be the date the Plan, as amended and restated
herein, is approved by the Board of Directors.
ARTICLE II
DEFINITIONS
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As used herein, the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the context:
SECTION 2.01 The terms "Actuarial Equivalent" or "Actuarially
Determined" shall mean a benefit of equivalent value when computed on the basis
of the assumptions as to interest and mortality set forth in the Qualified Plan.
SECTION 2.02 The term "Attained Age" shall mean the age of a Member as
of his or her
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last birthday.
SECTION 2.03 The term "Average Monthly Earnings" shall mean an amount
determined by dividing by twenty four (24) the sum of the Member's base salary
for the two (2) calendar years during the Member's employment with the Employer
in which the Member's base salary is the highest, regardless of whether such
years are consecutive. If the Member has been employed by the Employer for less
than two (2) full calendar years, "Average Monthly Earnings" shall mean an
amount determined by dividing the number of full months that the Member has been
employed by the Employer into whichever of the following sums is applicable: (1)
the sum of the Member's rate of monthly base salary for each full month that the
Member has been employed by the Employer, or (2) if the Member is paid on a
bi-weekly basis, the sum of the Member's bi-weekly base salary for each of the
completed bi-weekly pay periods included in the period of the Member's
employment by the Employer.
SECTION 2.04 The term "Beneficiary" shall mean any person, persons,
trust, or the estate of a Member who or which is designated by the Member to
receive any Death Benefits payable under this Plan.
SECTION 2.05 The term "Board of Directors" shall mean the Board of
Directors of FirstMerit Corporation.
SECTION 2.06 The term "Committee" shall mean the Compensation Committee
of the Board of Directors.
SECTION 2.07 The term "Death Benefit" shall mean any benefit paid to a
Beneficiary upon the death of a Member as provided under the terms of this Plan.
SECTION 2.08 The term "Disability" or "Disabled" shall mean eligibility
for disability benefits under the terms of the Employer's Long-Term Disability
plan in effect at the time the Member becomes disabled.
SECTION 2.09 The term "Early Retirement Date" shall mean the date of a
Member's retirement during the period commencing on the first day of the month
coincident with or immediately following the member's fifty-fifth (55) birthday
and ending on the Member's Normal Retirement Date.
SECTION 2.10 The term "Effective Date" shall mean the date that this
Plan, as amended and restated herein, is approved by the Board of Directors.
SECTION 2.11 The term "Employer" shall mean FirstMerit Corporation, its
successors, any subsidiary or affiliated organizations authorized by the Board
of Directors of FirstMerit Corporation or the Committee to participate in this
Plan with respect to their Members, and any organization into which or with
which the Employer may merge or consolidate or to which all or substantially all
of its assets may be transferred.
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SECTION 2.12 The term "Member" shall mean an employee of the Employer
who is part of a select group of management and has become a Member as provided
in Article III hereof.
SECTION 2.13 The term "Monthly Disability Income" shall mean a monthly
income due a Disabled Member as provided in Article VI hereof.
SECTION 2.14 The term "Monthly Retirement Income" shall mean a monthly
income due a Retired Member which shall commence as of his Retirement Date and
continue for the period provided herein.
SECTION 2.15 The term "Normal Retirement Date" shall mean the first day
of the month coinciding with or immediately following the Member's sixty-fifty
(65) birthday.
SECTION 2.16 The term "Plan" shall mean the FirstMerit Corporation
Executive Supplemental Retirement Plan.
SECTION 2.17 The term "Previous Employer Plan" shall mean any
retirement, pension or profit sharing plan or similar fund or program of any
previous employer of a Member in which a Member participated, including without
limitation, any defined contribution plan, simplified employer plan or, if a
Member's previous employer was unincorporated or the Member was previously
self-employed, or considered to be self-employed, any Keogh plan which was
established by the Member or in which the Member was a participant. The term
"Previous Employer Plan" shall not include a 401(k), savings or thrift plan
maintained by a Member's previous employer.
SECTION 2.18 The term "Primary Social Security Benefit" shall mean the
estimated Primary Insurance Amount (payable monthly) available to a Member at
age sixty-five (65) under the Social Security Act in effect at the Member's
Retirement Date.
SECTION 2.19 The term "Qualified Plan" shall mean the Pension Plan for
Employees of FirstMerit Corporation and Subsidiaries.
SECTION 2.20 The term "Retired Member" shall mean any Member of the
Plan who has qualified for retirement and has retired, and who is eligible to
receive a Monthly Retirement Income by direction of the Committee.
SECTION 2.21 The term "Retirement Date" shall mean the first day of the
month coinciding with or immediately following the month the Member terminates
employment due to retirement.
SECTION 2.22 The term "Unfunded Supplemental Benefit Plan" shall mean
the "excess benefit plan" known as the FirstMerit Corporation Unfunded
Supplemental Benefit Plan (Effective as of January 1, 1984) and any amendments
or successor plans thereto.
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SECTION 2.23 For purposes of Section 4.01, a Member's "Years of
Service" under this Plan shall be determined in the same manner as a Member's
"Credited Years of Service" are determined under the Qualified Plan and,
therefore, a Member's Years of Service under this Plan shall equal his Credited
Years of Service under the Qualified Plan; provided, however, that the Committee
may, in its sole discretion, credit a Member with more Years of Service under
this Plan for purposes of Section 4.01 than the Member's Credited Years of
Service under the Qualified Plan. For purposes of Section 4.05, a "Year of
Service" shall mean a period of twelve (12) consecutive months commencing on the
date that an employee of the Employer first becomes a Member of this Plan, or on
any anniversary of such date, during which the Member completes at least One
Thousand (1,000) Hours of Service (as defined in the Qualified Plan); provided,
however, that the Committee, in its sole discretion, may credit a Member with
Years of Service for purposes of Section 4.05 with respect any period prior to
the date that the Member first became a Member of this Plan, regardless of
whether the Member was an employee of the Employer during all or a portion of
such prior period.
ARTICLE III
MEMBERSHIP IN THE PLAN
----------------------
SECTION 3.01 Eligibility for membership in this Plan shall be
determined by the Board of Directors in its sole discretion, on an individual
basis. An employee of the Employer who is a Member of this Plan as of the
Effective Date shall continue to participate as a Member of this Plan after the
Effective Date.
ARTICLE IV
MONTHLY RETIREMENT INCOME
-------------------------
SECTION 4.01 Subject to the provisions of Article X, a Member who
retires on or after his Normal Retirement Date shall be entitled to receive a
Monthly Retirement Income under this Plan. The amount of a Member's Monthly
Retirement Income shall be equal to fifty percent (50%) of his Average Monthly
Earnings, determined as of his Retirement Date, plus one and one-half percent
(1.5%) of his Average Monthly Earnings, determined as of his Retirement Date,
for each Year of Service with the Employer, up to ten (10) Years of Service,
excluding, however, Years of Service after his Normal Retirement Date.
Notwithstanding the preceding sentence, a Member's Monthly Retirement Income
shall not exceed sixty five percent (65%) of the Member's Average Monthly
Earnings, determined as of his Retirement Date. The Member's Monthly Retirement
Income shall be reduced by the following amounts:
(a) One hundred percent (100%) of his monthly Primary Social Security
Benefit payable at his Retirement Date under the Social Security law in effect
at that time.
(b) One hundred percent (100%) of his monthly income payable under the
Qualified
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Plan, calculated in the form of a straight life annuity commencing on the
Member's Retirement Date.
(c) One hundred percent (100%) of his monthly income, if any, payable
under the Unfunded Supplemental Benefit Plan, calculated in the form of a
straight life annuity commencing on the Member's Retirement Date.
(d) One hundred percent (100%) of his monthly income, if any, payable
under any other supplemental retirement plan, program, agreement, trust or
annuity provided to the Member by the Employer, calculated in the form of a
straight life annuity commencing on the Member's Retirement Date.
(e) One hundred percent (100%) of the benefits received by the Member
under any Previous Employer Plan. Amounts payable to the Member pursuant to a
Previous Employer Plan, including without limitation, lump sum distributions,
shall be Actuarially Determined as a straight life annuity payable in equal
monthly installments, regardless of the actual form of payment received by the
Member. In the event that the Member has received a lump sum distribution of all
or part of his benefit under a Previous Employer Plan prior to his retirement
under this Plan, the amount of offset shall be Actuarially Determined by
assuming that such lump sum distribution accumulated interest until the date of
the Member's retirement under this Plan and by determining the amount of a
straight life annuity payable to the Member from such adjusted lump sum
distribution amount.
SECTION 4.02 Subject to the provisions of Article X, a Member who has
attained age 55 and who elects Early Retirement shall receive a Monthly
Retirement Income determined as provided in Section 4.01, without regard to
subparagraphs (a), (b), (c), (d) or (e) thereof, reduced by three percent (3%)
for every year that the Member's Attained Age on his Retirement Date is less
than 65 as set forth in the following table.
(The balance of this page is intentionally left blank.)
RETIREMENT INCOME
AS A PERCENT OF
MONTHLY RETIREMENT
INCOME CALCULATED
UNDER SECTION 4.01
WITHOUT REGARD TO
ATTAINED AGE AT SUBPARAGRAPHS (a),
EARLY RETIREMENT (b), (c), (d) OR (e)
55 70%
56 73%
57 76%
58 79%
59 82%
60 85%
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61 88%
62 91%
63 94%
64 97%
A Member's Monthly Retirement Income calculated under this Section 4.02
shall be further reduced by the following amounts:
(a) One hundred percent (100%) of his Primary Social Security Benefit
payable at his Retirement Date under the Social Security law in effect at that
time. A Member who retires prior to age 62 shall have his benefits reduced by
his Primary Social Security payable at age 62, but such reduction shall not
occur until the Member attains age 62.
(b) One hundred percent (100%) of his monthly income payable under the
Qualified Plan, calculated in the form of a straight life annuity commencing on
the Member's Retirement Date.
(c) One hundred percent (100%) of his monthly income, if any, payable
under the Unfunded Supplemental Benefit Plan, calculated in the form of a
straight life annuity commencing on the Member's Retirement Date.
(d) One hundred percent (100%) of his monthly income, if any, payable
under any other supplemental retirement plan, program, agreement, trust, or
annuity provided to the Member by the Employer, calculated in the form of a
straight life annuity commencing on the Member's Retirement Date.
(e) One hundred percent (100%) of the benefits received by the Member
under any Previous Employer Plan. Amounts payable to the Member pursuant to a
Previous Employer Plan, including without limitation, lump sum distributions,
shall be Actuarially Determined as a straight life annuity payable in equal
monthly installments, regardless of the actual form of payment received by the
Member. If the Member has received a lump sum distribution of all or part of his
benefit under a Previous Employer Plan prior to his retirement under this Plan,
the amount of offset shall be Actuarially Determined by assuming that such lump
sum distribution accumulated interest until the date of the Member's retirement
under this Plan and by determining the amount of a straight life annuity payable
to the Member from such adjusted lump sum distribution amount.
Notwithstanding the foregoing, effective on and after January 30, 1995,
for purposes of calculating a Qualifying Member's Monthly Retirement Income
under the provisions of this Section 4.02, three (3) years shall be added to the
Qualifying Member's Attained Age as of May 1, 1995. For purposes of this
paragraph, a Member shall be a "Qualifying Member" if he satisfies all of the
following:
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(v) He is not, as of his Early Retirement Date, and was not
prior to February 1, 1995, an employee of The CIVISTA Corporation, Citizens
Savings Bank of Canton, Citizens Investment Corporation, Citizens Savings
Corporation, or The CASNET Group, Inc.; and
(w) As of May 1, 1995, he has, or will have, attained age
fifty-five (55) (determined without regard to the adjustment to his age provided
under this paragraph) and earned at least fifteen (15) Participating Years of
Service (calculated in accordance with the provisions of the Qualified Plan);
and
(x) He has elected to retire under this Section 4.02,
effective as of May 1, 1995, and to receive his Monthly Retirement Income under
this Plan commencing as of such date; and
(y) His election to retire pursuant to the provisions of this
Amendment is received by the Committee in writing, on forms provided by the
Committee, on or after January 30, 1995 and on or before March 15, 1995; and
(z) His termination of employment with the Employer occurs on
and after April 1, 1995 and on or before April 28, 1995.
SECTION 4.03 If a Member remains in the employ of the Employer
subsequent to his Normal Retirement Date, no Monthly Retirement Income shall be
paid until his actual Retirement Date. At that time he shall be entitled to
receive a Monthly Retirement Income calculated as though he had retired on his
Normal Retirement Date.
SECTION 4.04 A Member's Monthly Retirement Income, calculated under
either Section 4.01 or 4.02, shall be paid monthly commencing on the Member's
Retirement Date and continuing on the same day of each of the one hundred and
seventy-nine (179) months immediately following the month in which such
Retirement Date occurs. Alternatively, the Member may elect to have his Monthly
Retirement Income paid as the Actuarial Equivalent of any form of payment
permitted under the Qualified Plan. Notwithstanding the preceding sentence, an
election made by a Member under the Qualified Plan with respect to the form of
payment of his benefits under the Qualified Plan shall not be effective with
respect to the form of payment of his Monthly Retirement Income under this Plan
unless such election is expressly approved in writing by the Committee. If the
Committee shall not approve such election in writing, then the form of payment
of the Member's Monthly Retirement Income under this Plan shall be selected by
the Committee in its sole discretion.
SECTION 4.05 Subject to the provisions of Article X, upon termination
of a Member's employment with the Employer for any reason prior to his
attainment of age 55, the Member shall be entitled to receive a deferred vested
Monthly Retirement Income, which shall be paid in
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accordance with Section 4.04 commencing on the Member's Normal Retirement Date,
or if the Member so elects, upon his Early Retirement Date. The amount of the
Monthly Retirement Income payable pursuant to this Section 4.05 shall be equal
to the Member's Monthly Retirement Income calculated under Section 4.01 (or
under Section 4.02 if the Member elects to begin receiving his deferred vested
Monthly Retirement Income upon his Early Retirement Date). Such Monthly
Retirement Income shall be calculated using the Member's Average Monthly
Earnings determined as of the date of his termination of employment and, after
reduction pursuant to Sections 4.01(a), (b), (c), (d), and (e), as applicable,
or pursuant to Sections 4.02(b), (c), (d), and (e), as applicable, if the Member
elects to begin receiving his deferred vested Monthly Retirement Income upon his
Early Retirement Date, shall be further reduced by ten percent (10%) for each
Year of Service that such Member's Years of Service, earned as of the date of
his termination of employment, are less than ten (10).
ARTICLE V
DEATH BENEFITS
--------------
SECTION 5.01 Subject to the provisions of Article X, in the event of
the death of a Retired Member, the Member's Beneficiary shall be entitled to
receive the balance of the Monthly Retirement Income payments that would have
been paid to the Member had he lived.
SECTION 5.02 Subject to the provisions of Article X, in the event of
the death of a Member or a Disabled Member prior to his Retirement Date, the
Member's Beneficiary shall be entitled to receive a Death Benefit equal to one
hundred percent (100%) of a Monthly Retirement Income calculated as if the
Member's Retirement Date occurred on the day before his death. Such Monthly
Retirement Income shall be calculated under Section 4.01, if the Member's death
occurs on or after his Normal Retirement Date, and under Section 4.02, if the
Member's death occurs prior to his Normal Retirement Date. If the Member's death
occurs prior to his attainment of age 55, the death benefit provided under this
Section 5.02 shall be determined under Section 4.02 as if the Member had
attained age 55 on the date of his death. Such death benefit shall be paid in
accordance with the provisions of Section 4.04, except that it shall commence on
the first day of the second month following the month in which the Member's
death occurs.
ARTICLE VI
DISABILITY
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SECTION 6.01 Subject to the provisions of Article X, if a Member is
determined to be Disabled prior to his Normal Retirement Date, upon attaining
age 65, the Disabled Member shall be entitled to receive a Monthly Retirement
Income calculated pursuant to Section 4.01 with Years of Service during the
Disability also counted as Years of Service with the Employer. Such Monthly
Retirement Income shall be paid to the Disabled Member in accordance with the
provisions of Section 4.04.
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ARTICLE VII
PLAN ADMINISTRATION
-------------------
SECTION 7.01 The Committee shall administer the Plan and keep records
of individual Member benefits.
SECTION 7.02 The Committee shall have the authority to interpret the
Plan, to adopt and review rules relating to the Plan and to make any other
determinations required for the administration of the Plan.
SECTION 7.03 Subject to the terms of the Plan, the Committee shall have
exclusive jurisdiction (i) to determine the form and method of any benefit
payments, (ii) to establish the timing of benefit distributions, and (iii) to
settle claims according to the provisions in Article VIII.
ARTICLE VIII
NAMED FIDUCIARY AND CLAIMS PROCEDURE
------------------------------------
SECTION 8.01 (a) The Named Fiduciary of the plan and for purposes of
the claims procedure under this Plan is the Chief Human Resources Officer of
FirstMerit Corporation.
(b) The Board of Directors shall have the right to change the Named
Fiduciary at any time and from time to time. The Employer shall give the Members
written notice of any change of the Named Fiduciary or any change in the address
of the Named Fiduciary.
SECTION 8.02 Benefits shall be paid in accordance with the provisions
of this Plan. The Member, or his Beneficiary or contingent Beneficiary
(hereinafter collectively referred to as the "Claimant") shall make a written
request for the benefits provided under this Plan. Such written claim shall be
mailed or delivered to the Named Fiduciary by registered mail.
SECTION 8.03 If the claim is denied, either wholly or partially, notice
of the decision shall be sent by registered mail to the Claimant within a
reasonable time period. Such time period shall not exceed ninety (90) days after
the receipt of the claim by the Named Fiduciary.
ARTICLE IX
MISCELLANEOUS
-------------
SECTION 9.01 Nothing contained in this Plan shall be deemed to give any
Member or employee the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Member or employee at
any time, regardless of the effect which such discharge shall have upon him as a
Member of the Plan.
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SECTION 9.02 The rights of the Member, the Beneficiary of the Member,
or any other person claiming through the Member under this Plan, shall be solely
those of an unsecured general creditor of the Employer. Benefits provided under
this Plan shall not be separately funded by the Employer but shall be paid out
of the operating funds of the Employer as such benefits become due.
SECTION 9.03 The Plan does not involve a reduction in salary for the
Member or the foregoing of an increase in future salary by the Member.
SECTION 9.04 A Retired Member shall not be considered an employee for
any purpose under the law.
SECTION 9.05 If no Beneficiary has been designated or survives a
Member, any amounts to be paid to the Member's Beneficiary shall be paid to the
Member's estate.
SECTION 9.06 Except insofar as this provision may be contrary to
applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization, or attachment of any benefits under this Plan shall be valid
or recognized by the Committee.
SECTION 9.07 The Employer reserves the right at any time and from time
to time, by action its Board of Directors to terminate, modify or amend, in
whole or in part, any or all of the provisions of the Plan, including
specifically the right to make any such amendments effective retroactively;
provided that no such action shall reduce the benefits or rights of any Member
or his Beneficiary accrued prior to the date of any such amendment, modification
or termination. In addition, the Employer may amend or modify any provision of
this Plan as to any particular Member by agreement with such Member, provided
that such agreement is in writing, is executed by both the Employer and the
Member, and is filed with the Plan records. The provisions of any amendment or
modification made by agreement between a Member and the Employer shall apply
only to the Member so agreeing and no other.
SECTION 9.08 A Member shall have the right to change his Beneficiary by
notifying the Committee of such in writing. Such change shall become effective
upon written acknowledgment of same by the Employer. Any payments made by the
Employer to a Beneficiary in good faith and under the terms of the Plan shall
fully discharge the Employer from all further obligations with respect to such
Beneficiary.
SECTION 9.09 This Plan shall be binding upon and inure to the benefit
of the Employer, its successors and assigns and each Member and his heirs,
executors, administrators, legal repre sentatives, successors and assigns,
provided however that a Member may not assign his rights hereunder without the
express written consent of the Employer.
SECTION 9.10 This Plan shall be governed by the laws of Ohio. This Plan
is solely between the Employer and the Member. The Member, his Beneficiary or
other persons claiming
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through the member shall have recourse only against the Employer for enforcement
of the Plan.
SECTION 9.11 Any words herein used in the masculine shall be read and
construed in the feminine where they would so apply. Words in the singular shall
be read and construed as though used in the plural in all cases where they would
so apply.
SECTION 9.12 The obligations of the Employer under this Plan shall be
subject to all applicable laws, rules and regulations, and such approvals by
governmental agencies as may be required or as the Employer deems advisable.
ARTICLE X
FORFEITURE OF BENEFITS
SECTION 10.01 The Committee may forfeit, or suspend the payment of,
benefits under this Plan payable to any Member, or Beneficiary of a Member, if
the Committee determines, in its sole discretion, that the Member committed one
or more of the following acts while employed by the Employer:
(a) Felonious criminal activity whether or not affecting the Employer.
(b) Disclosure to unauthorized persons of Employer information which is
believed by the board of directors of the Employer to be confidential.
(c) Dishonesty or breach of any contract with, or violation of any
legal obligation to, the Employer.
(d) Gross negligence or insubordination in the performance of duties of
the position held by the Employee.
SECTION 10.02 A Member receiving benefits from this Plan who, within
three (3) years after the date of termination of employment with the Employer,
competes against the Employer will, at the sole discretion of the Committee,
have his benefits suspended or forfeited at the time or for the period
determined by the Committee.
A Member will be deemed to be competing with the Employer if he engages
or becomes interested in or connected with any business or venture that is
competitive with the business of the Employer.
(a) A business or venture will be considered competitive with that of
the Employer:
(i) If it is conducted in whole or in part within a radius of
one hundred (100) miles of the office to which the Member is
assigned on the date of his termination of employment; and
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(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 his employment is terminated.
(b) A Member will be deemed to be directly or indirectly engaged,
interested or participating in a business or venture if he 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.
IN WITNESS WHEREOF, FirstMerit Corporation has caused this
amendment and restatement of the Plan to be duly executed and adopted this ____
day of ________________, 1995.
FirstMerit Corporation
Attest:/s/ Terry E. Patton By:/s/ John R. Cochran
--------------------------- -----------------------------------
Secretary John R. Cochran
Its: President & Chief
Executive Officer
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