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Exhibit 10(b)
MEMBERSHIP AGREEMENT
WITH RESPECT TO THE
FIRSTMERIT CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
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MEMBERSHIP AGREEMENT, effective the 1st day of March, 1995, by and
between FirstMerit Corporation, an Ohio corporation (the "Employer"), and John
R. Cochran, an individual, (the "Employee").
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 has selected the Employee for
participation in the Plan.
B. Section 9.07 of the Plan provides that the Employer and any
participant in the Plan may, by written agreement, amend the provisions of the
Plan as to only such participant.
C. The Employer and the Employee have entered into a certain
Employment Agreement, effective March 1, 1995, (the "Employment Agreement").
D. In accordance with the terms of the Employment Agreement, the
Employer desires that the Employee participate in the Plan, subject to the
modifications set forth in this Agreement, and the Employee desires to accept
membership in the Plan subject to such modifications.
IN CONSIDERATION OF THE FOREGOING, and for good and valuable
consideration, receipt of which is hereby acknowledged, the Employer and
Employee agree as follows:
1. Definitions
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Capitalized terms used in this Membership Agreement shall have the
same meaning ascribed to them in the Plan unless expressly provided otherwise
herein.
2. Participation in the Plan
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The Employee shall become a Member in the Plan effective as of March
1, 1995.
3. Form of Distribution of Benefits Under the Plan
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Notwithstanding any of the provisions of Section 4.04 of the Plan to
contrary, the Employee may not elect to receive any Monthly Retirement Income
payable to him under the terms of the Plan in the form of a lump sum
distribution.
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4. Deferred Vested Benefit
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(a) Notwithstanding anything to the contrary contained in Section
4.05 of the Plan, if the Employee's employment with the Employer terminates
prior to his attainment of age 55 (i) due to his death or Disability, (ii) upon
Termination of Employment Without Cause during the Term or Termination of
Employment for Good Reason during the Term, or (iii) following a Change of
Control, the Employee shall, for purposes of applying the provisions of
Sections 4.02 of the 4.05 of the Plan, be deemed to have attained age 55 on the
effective date of the termination of his employment, regardless of his actual
Attained Age as of such date.
(b) If the provisions of subparagraph (a) become applicable, the
Employee shall be eligible to elect Early Retirement under the Plan and to
commence receiving his Monthly Retirement Income, calculated under the
provisions of Section 4.02 and 4.05 of the Plan (using the greater of his
Attained Age as of his Retirement Date or age 55), on or after the later of (i)
the effective date of the termination of his Employment with the Employer or
(ii) the first day of the first month following the month in which he has
received the last installment of the payments, if any, that are required to be
made to him under Section 7.5(A) of the Employment Agreement.
(c) For purposes of applying the provisions of this paragraph 4, the
terms "Disability," "Termination of Employment Without Cause," "Termination of
Employment for Good Reason," "Term," and "Change of Control" shall have the
meanings ascribed to them in the Employment Agreement.
5. Except as expressly modified by this Membership Agreement, all of
the provisions of the Plan shall apply to the Employee.
IN WITNESS WHEREOF, the Employer and the Employee have duly executed
this Agreement the day and year above first written.
FirstMerit Corporation
By: /s/ Howard L. Flood
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Its: Chairman
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EMPLOYER
/s/ John R. Cochran
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John R. Cochran
EMPLOYEE
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