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                                                                   Exhibit 10.38

                               FIRST AMENDMENT TO
                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------



         FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT (the "First
Amendment"), effective as of the 1st day of December, 1998, between FirstMerit
Corporation, an Ohio Corporation (the "Company"), and John R. Cochran (the
"Grantee").

                                    RECITALS:

         A. The Company and the Grantee entered into a Restricted Stock Award
Agreement, dated as of March 1, 1995, (the "Award Agreement") concerning the
issuance to Grantee of a restricted stock award of the Company's common stock,
no par value ("Common Stock") pursuant to the provisions of the FirstMerit 1995
Restricted Stock Plan (the "Plan"). Capitalized terms used herein shall have the
meanings ascribed to them in the Award Agreement and the Plan unless otherwise
specifically indicated in this First Amendment.

         B. Section 15 of the Plan provides that the Committee may amend the 
terms of any Award previously granted under the Plan, regardless of whether such
amendment is prospective or retrospective.

         C. The Committee desires to amend the Award Agreement to eliminate any
limitation on the number of Award Shares that may become unrestricted as the
result of the occurrence of a Change of Control and the application of Section
280G of the Internal Revenue Code of 1986 (the "Code"),

         IN CONSIDERATION OF THE FOREGOING and good and valuable consideration,
the receipt of which is hereby acknowledged by both the Company and the Grantee,
the Company and Grantee agree that the Award Agreement is hereby amended,
effective as of December 1, 1998, as follows:

         1. The following paragraph (C) is added to Section 3 of the Award
Agreement:

         "(C) The second sentence of Section 14 of the Plan, as amended or
         modified from time to time, shall not apply to any of the Award Shares
         granted pursuant to this Award so that the number of Award Shares that
         become fully vested upon the occurrence of a Change of Control shall
         not be limited because of the application of Code Section 280G to the
         Company and the Grantee as result of such Change of Control and the
         acceleration of such vesting."

         2. Except as expressly modified by the provisions of this First
Amendment, the provisions of the Award Agreement shall remain in full force and
effect.


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         IN WITNESS WHEREOF, the Company and the Grantee have duly executed this
First Amendment this 2nd day of December, 1998.


                                                     FIRSTMERIT CORPORATION


                                                     By: /s/ Clifford J. Isroff
                                                       -------------------------
                                                     Its: Director
                                                        ------------------------
                                                          (pursuant to special 
                                                           resolution of Board 
                                                           of Directors)

                                                      /s/ John R. Cochran
                                                      --------------------------
                                                      John R. Cochran



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