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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, dated this 23rd day of October, 1998, by and
between FIRSTMERIT CORPORATION, an Ohio corporation (the "Employer") and CHARLES
F. VALENTINE, an individual (the "Employee").
R E C I T A L S:
A. The Employer maintains the FirstMerit Corporation Executive
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 member
in the Plan may, by written agreement, amend the provisions of the Plan as to
only such member.
C. The Employer desires that the Employee participate in the Plan,
subject, however, 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. PARTICIPATION IN THE PLAN. The Employee shall become a Member of the
Plan effective as of October 23, 1998.
2. EARLY RETIREMENT. Employer and Employee agree that, in the case of
the Employee, the following Section 4.02 shall be substituted for, and shall
apply in lieu of, the Section 4.02 set forth in the Plan:
"SECTION 4.02 Subject to the provisions of Article X, if the Member
elects Early Retirement after the third anniversary of the date of this
Membership Agreement, he 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 for every
year that the Member's Attained Age on his Retirement Date is less than
65 as set forth in the following table; PROVIDED, however, that the
Member's Monthly Retirement Income determined under this Section 4.02,
without regard to the reductions set forth in subparagraphs (a), (b),
(c), (d) or (e) below, shall not be less than the Actuarial Equivalent
of a lump sum benefit payable on the Member's Retirement Date in the
amount of One Million Four Hundred Twenty Six Thousand Seven Hundred
Sixty-nine Dollars ($1,426,769.00).
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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)
60 85%
61 88%
62 91%
63 94%
64 97%
The 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. If the Member retires prior to age
62 he 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
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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."
3. DEFERRED VESTED BENEFIT. Employer and Employee agree that Section
4.05 of the Plan shall not apply to the Employee.
4. DEATH BENEFIT. Employer and Employee agree that the third sentence
of Section 5.02 is revised to read as follows:
"If the Member's death occurs prior to his attainment of age 60, the
death benefit provided under this Section 5.02 shall be determined
under Section 4.02 as if the Member had attained age 60 on the date of
his death."
5. EFFECT ON PLAN. Except a expressly modified by this Membership
Agreement, all of the provisions of the Plan shall apply to the Employee.
IN WITNESS WHEREOF, the Employer and Employee have duly executed this
Membership Agreement the day and year above first written.
FirstMerit Corporation
By: /s/ John R. Cochran
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John R. Cochran, Chairman and
Chief Executive Officer
EMPLOYER
/S/ Charles F. Valentine
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Charles F. Valentine
EMPLOYEE
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