Contract

by FirstMerit Corporation
April 27th, 1995
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                                                                  EXHIBIT 10(ii)

                          FIRST NATIONAL BANK OF OHIO
                                   Bank Notes


                             DISTRIBUTION AGREEMENT


                                                                  April 27, 1995


SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048

MCDONALD & COMPANY SECURITIES, INC.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio  44114-2603

A.G. EDWARDS & SONS, INC.
One North Jefferson Avenue
St. Louis, Missouri  63103


Ladies and Gentlemen:

               First National Bank of Ohio, a national banking association
organized under the laws of the United States (the "Bank"), confirms its
agreement with Salomon Brothers Inc, McDonald & Company Securities, Inc. and
A.G. Edwards & Sons, Inc. with respect to the issue and sale by the Bank from
time to time of its unsecured debt obligations not insured by the Federal
Deposit Insurance Corporation (the "FDIC"), called bank notes with maturities
from 30 days to not more than one year from date of issue ("Short-Term Bank
Notes") and with maturities from more than one year from date of issue
("Medium-Term Bank Notes", and together with the Short-Term Bank Notes, the 
"Notes").  The Notes will be issued pursuant to an Issuing and Paying Agency 
Agreement, dated as of April 27, 1995 (the "Paying Agency Agreement"), between
the Bank and Chemical Bank, as issuing and paying agent (the "Paying Agent"). 
As of the date hereof, the Bank has authorized the issuance and sale of up to 
an aggregate initial offering price of $1,000,000,000 of Notes.  It is 
understood, however, that the Bank may from time to time authorize the issuance
of additional Notes and that such additional Notes may be sold by or through
the Agents (as defined below) pursuant to the terms of this Agreement, all as
though the issuance of such Notes were authorized as of the date hereof.





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               Unless otherwise specifically provided for and set forth in the
applicable Pricing Supplement (as defined below), the Notes will (i) be issued
in minimum denominations of $250,000 and in denominations exceeding such amount
by integral multiples of $1,000, (ii) be issued in fully registered form and
(iii) have the interest rates, maturities and, if applicable, other terms set
forth in the applicable Pricing Supplement.  The Notes will be issued, and the
terms thereof established, in accordance with the Paying Agency Agreement.  For
the purposes of this Agreement, the term "Agent" shall refer to any of you
acting solely in the capacity as agent for the Bank pursuant to Section 2(a)
and not as principal (collectively, the "Agents), the term "Purchaser" shall
refer to one of you acting solely as principal pursuant to Section 2(b) and not
as agent, and the term "you" shall refer to you collectively whether at any
time any of you are acting in both such capacities or in either such capacity.
In acting under this Agreement, in whatever capacity, each of you is acting
individually and not jointly.

               SECTION 1.  REPRESENTATIONS AND WARRANTIES.  The Bank and the
Parent (as defined below) each represents and warrants to each Agent as of the
date hereof, as of the date of each acceptance by the Bank of an offer for the
purchase of Notes (whether through such Agent as agent or to such Agent as
principal), as of the date of each delivery of Notes (whether through such
Agent as agent or to such Agent as principal) (the date of each such delivery
to an Agent as principal, a "Settlement Date"), and as of the times referred to
in Section 6(b) hereof (each of the times referenced above, a "Representation
Date"), as follows:

               I.  The Bank has prepared an offering circular dated April 27,
         1995 (as hereafter amended or supplemented, including material
         incorporated therein by reference, the "Offering Circular") to be used
         by the Agents in connection with the Agents' solicitation of
         purchasers of or offering of the Notes.  The Offering Circular, as of
         the date hereof, does not and, as of the applicable Representation
         Date, will not contain an untrue statement of a material fact or omit
         to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that the foregoing representations
         shall not apply to statements in or omissions from the Offering
         Circular made in reliance upon and in conformity with information
         furnished to the Bank in writing by the Agents expressly for use
         therein.

               II.  The documents incorporated by reference in the Offering
         Circular, at the time they were or hereafter are filed with the
         applicable Federal regulatory authorities, including, without
         limitation, the FDIC on behalf of the Comptroller of the Currency,
         complied or when so filed will comply, as the case may be, in all
         material respects with the requirements of the Securities Exchange Act
         of 1934, as amended (the "1934 Act") and the rules and regulations
         promulgated thereunder or the rules and regulations otherwise
         applicable thereto including, without limitation, the Federal
         Financial Institutions Examination Council, as the case may be, and,
         when read together with the other information in the Offering
         Circular, did not and will not contain an untrue statement of a
         material fact or omit to state





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         a material fact required to be stated therein or necessary in order to 
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

               III.  The consolidated financial statements of FirstMerit
         Corporation (as defined below) and its subsidiaries incorporated by
         reference in the Offering Circular present fairly the consolidated
         financial position of FirstMerit Corporation and its subsidiaries as
         of the dates indicated and the consolidated results of their
         operations for the periods specified; and, except as stated therein,
         said financial statements have been prepared in conformity with
         generally accepted accounting principles in the United States applied
         on a consistent basis; the Call Reports and other financial
         information of the Bank included or incorporated by reference in the
         Offering Circular present fairly the financial position of the Bank as
         of the dates indicated and the results of its operations for the
         periods specified therein, and except as stated therein, have been
         prepared in conformity with regulatory instructions issued by the
         Federal Financial Institution Examination Council applied on a
         consistent basis.

               IV.  The Bank is a national banking association duly organized
         and validly existing as a banking institution under the laws of the
         United States, with power and authority (corporate and other) to own
         its properties and conduct its business as described in the Offering
         Circular and to execute, deliver and perform its obligations under the
         Notes, the Paying Agency Agreement, the Calculation Agency Agreement,
         dated as of April 27, 1995 (the "Calculation Agency Agreement") by and
         between the Bank and Chemical Bank, as calculation agent, this 
         Agreement and any Terms Agreement. FirstMerit Corporation, an Ohio 
         corporation (the "Parent"), has been duly incorporated and is validly  
         existing as a corporation in good standing under the laws of the State
         of Ohio.  The Parent is duly registered under the Bank Holding Company
         Act of 1956, as amended (the "Bank Holding Company Act"), and is
         required to file periodic reports with the Securities and Exchange
         Commission (the "SEC"), pursuant to the 1934 Act.  The Parent owns all
         the issued and outstanding common stock of the Bank.

               V.  Since the respective dates as of which information is given
         in the Offering Circular, there has not been any material adverse
         change, or any development involving a prospective material adverse
         change in the condition, financial or otherwise, or the earnings,
         business affairs or business prospects of the Bank and its
         subsidiaries or the Parent and its subsidiaries, as the case may be,
         considered as one enterprise, whether or not arising in the ordinary
         course of business, other than as set forth therein, and there have
         been no transactions entered into by the Parent or the Bank or any of
         their subsidiaries which materially affect the business or operations
         of the Bank or the Parent, other than as set forth therein.

               VI.  Each of this Agreement and any Terms Agreement (as defined
         below) has been duly authorized, executed and delivered by the Bank.





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               VII.  Each of the Paying Agency Agreement and the Calculation
         Agency Agreement, dated as of April 27, 1995 (the "Calculation Agency
         Agreement"), by and between the Bank and Chemical Bank, as calculation
         agent, has been duly authorized, executed and delivered by the Bank
         and is a valid and binding agreement of the Bank enforceable in
         accordance with its terms, except as limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws relating to or
         affecting creditors' rights generally or the rights of creditors or of
         the FDIC as insurer, regulator, conservator or receiver of banks the
         accounts of which are insured by the FDIC in particular or by general
         equity principles (regardless of whether such enforceability is
         considered in a proceeding in equity or at law).

               VIII.  The Notes have been duly and validly authorized by the 
         Bank for issuance, offer and sale pursuant to this Agreement and, when
         executed, authenticated and delivered pursuant to the provisions of
         the Paying Agency Agreement, this Agreement and any applicable Terms
         Agreement, against payment of consideration therefor, will constitute
         legally valid and binding obligations of the Bank enforceable in
         accordance with their terms, except as limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws relating to or
         affecting creditors' rights generally or the rights of creditors, or
         of the FDIC as insurer, regulator, conservator or receiver of banks
         the accounts of which are insured by the FDIC in particular, or by
         general equity principles (regardless of whether such enforceability
         is considered in a proceeding in equity or at law); and the summary
         descriptions of the Notes and the Paying Agency Agreement contained in
         the Offering Circular are fair and accurate summaries of such
         documents.

               IX.  The Notes are exempt from registration under the Securities
         Act of 1933, as amended (the "1933 Act"), pursuant to Section 3(a)(2)
         thereof, and neither registration of the Notes under the 1933 Act nor
         qualification of an indenture under the Trust Indenture Act of 1939,
         as amended (the "Trust Indenture Act") will be required in connection
         with the offer, sale, issuance or delivery of the Notes.

               X.  The Bank is not an "investment company" or a company
         "controlled" by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended (the "Investment Company
         Act").

               XI.  The Bank is eligible to use the abbreviated registration
         system of the Office of the Comptroller of the Currency (the "OCC")
         provided for under Section 16.6 of the OCC's Securities Offering
         Disclosure Rules (12 CFR Section 16.6) (the "OCC Offering Rules") for
         the Notes; the requirements of subparagraphs (a)(1), (a)(2), (a)(3)
         and (a)(4) of Section 16.6 have been satisfied; all filings required
         to be made by the Bank on or prior to the applicable Representation
         Date pursuant to Section 16.6(a)(6) in connection with the issuance
         and sale of the Notes in accordance with the terms of this Agreement
         have been made; and any and all filings required to be made by the
         Bank subsequent to the applicable





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         Representation Date will be made when and as required under such
         Section 16.6(a)(6).

               XII.  No consent, approval or authorization of or filing with any
         governmental body or agency is required for the execution, delivery
         and performance by the Bank of this Agreement, any Terms Agreement,
         the Paying Agency Agreement, the Calculation Agency Agreement or the 
         Notes, except such as have been made or obtained or as may be required
         by the securities or Blue Sky laws of the various states in connection
         with the offer and sale of the Notes.

               XIII.  Neither the Parent nor the Bank is in violation of its
         charter or by-laws or in default in the performance or observance of
         any material obligation, agreement, covenant or condition contained in
         any contract, indenture, mortgage, loan agreement, note, lease or      
         other instrument to which it is a party or by which it or any of them
         may be bound, or to which any of their property or assets is subject;
         the execution, delivery and performance of this Agreement, any Terms
         Agreement, the Paying Agency Agreement, the Calculation Agency
         Agreement and the Notes and the consummation of the transactions
         contemplated herein and therein have been duly authorized by all
         necessary corporate action and will not conflict with, or constitute a
         breach of or default under, or result in the creation or imposition of
         any lien, charge or encumbrance upon any property or assets of the
         Parent or the Bank or any of their subsidiaries pursuant to, any
         material contract, indenture, mortgage, loan agreement, note, lease or
         other instrument to which the Parent or the Bank or any of their
         subsidiaries is a party or by which it or any of them may be bound, or
         to which any of the property or assets of the Parent or the Bank or
         any such subsidiary is subject, nor will such action result in any
         violation of the provisions of the charter or by-laws of the Parent or
         the Bank or any applicable law, administrative regulation or
         administrative or court order or decree of any court or governmental
         agency or body having jurisdiction over the Parent or the Bank.10

               XIV.  Except as set forth in the Offering Circular, there is no
         action, suit or proceeding before or by any court or governmental
         agency or body, domestic or foreign, now pending, or, to the knowledge
         of the Parent or the Bank, threatened, against the Parent or the Bank
         or any of their subsidiaries that could reasonably be expected to
         result in any material adverse change in the condition, financial or
         otherwise, or in the earnings, business affairs or business prospects
         of either the Parent or the Bank and its respective subsidiaries each
         considered as one enterprise, or which could reasonably be expected to
         materially and adversely affect the properties or assets thereof or
         which could reasonably be expected to materially and adversely affect
         the consummation of this Agreement or any Terms Agreement; all pending
         legal or governmental proceedings to which the Parent or the Bank or
         any of their subsidiaries is a party or of which any of their
         respective properties or assets is the subject that are not described
         in the Offering Circular, including ordinary routine litigation
         incidental to its business, are, considered in the aggregate, not
         material.





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               XV.  The Notes are unsecured and unconditional general
         obligations of the Bank and rank pari passu with all other general
         unsecured and unsubordinated obligations of the Bank, subject to the
         provisions of amended section 11(d)(11) of the Federal Deposit
         Insurance Act, 12 U.S.C. Section  1821(d)(11), as enacted by section
         3001 of title III of the Omnibus Budget Reconciliation Act of 1993
         (August 10, 1993).

               XVI.  All pending legal or governmental proceedings to which the
         Parent or the Bank or any of their subsidiaries is a party or of which
         any of their respective property or assets is the subject that are not
         described in the Offering Circular, including ordinary routine
         litigation incidental to their respective businesses, are considered
         in the aggregate, not material.

               XVII.  Any certificate signed by any officer of the Bank or the
         Parent and delivered to the Agents or to counsel for the Agents in
         connection with an offering of Notes contemplated by this Agreement
         shall be deemed a representation and warranty by the Bank or the
         Parent, as the case may be, to the Agents as to the matters covered
         thereby as of the date of such certificate and at each Representation
         Date subsequent thereto.

               SECTION 2.  APPOINTMENT OF AGENTS; SOLICITATION BY THE AGENTS OF
OFFERS TO PURCHASE; SALES OF NOTES TO A PURCHASER.  (a) Subject to the terms
and conditions set forth herein, the Bank hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the
Notes from the Bank.  On the basis of the representations and warranties herein
set forth, and subject to the terms and conditions herein set forth, each Agent
agrees, as an agent of the Bank, to use its reasonable efforts to solicit
offers to purchase the Notes upon the terms and conditions set forth in the
Offering Circular.  Each Agent shall make reasonable efforts to assist the Bank
in obtaining performance by each purchaser whose offer to purchase Notes has
been solicited by such Agent and accepted by the Bank, but such Agent shall
not, except as otherwise provided in this Agreement, have any liability to the
Bank in the event any such purchase is not consummated for any reason.  Except
as provided in Section 2(b) hereof, under no circumstances shall any Agent be
obligated to purchase any Notes for its own account.  It is understood and
agreed, however, that any Agent may purchase Notes as principal pursuant to
Section 2(b) hereof.

               So long as this Agreement shall remain in effect with respect to
any Agent, the Bank shall not, without the consent of such Agent, solicit or
accept offers to purchase, or sell, Notes or any other debt securities with a
maturity at the time of original issuance of 9 months or more except pursuant
to this Agreement and any Terms Agreement.  The Bank, however, reserves the
right to sell, and accept offers to purchase, Notes directly on its own behalf
to investors (other than broker-dealers, except to the extent set forth in the
next succeeding sentence).  The Bank may from time to time offer Notes for sale
otherwise than through an Agent; provided, however, that so long as this
Agreement shall be in effect the Bank shall not solicit or accept offers to
purchase Notes through any agent other than an Agent without amending this
Agreement to appoint such agent an additional





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Agent hereunder on the same terms and conditions as provided herein for the
Agents and without giving the Agents prior notice of such appointment; except,
that if from time to time the Bank is approached by a prospective agent
offering to solicit a specific purchase of Notes, the Bank may engage such
agent with respect to such specific purchase, only if, (i) the Bank shall not
have solicited such offer, (ii) such agent is engaged on terms substantially
similar (including the same commission schedule as set forth herein) to the
applicable terms of this Agreement (without being required to become a party
hereto) and (iii) the Bank shall have notified the Agents prior to the
acceptance of such an offer.
        
               The Bank reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agents commencing at any
time for any period of time or permanently.  Upon receipt of instructions from
the Bank, the Agents shall forthwith suspend solicitation of offers to purchase
Notes from the Bank until such time as the Bank has advised them that such
solicitation may be resumed.

               The Bank shall have the sole right to accept offers to purchase
the Notes and may reject any such offer in whole or in part.  Each Agent shall
have the right, in its sole discretion, to reject any offer to purchase Notes,
as a whole or in part, that it considers to be unacceptable and any such
rejection shall not be deemed a breach of its agreement herein contained.

               The Bank agrees to pay each Agent a commission, with respect to
each sale of each Note by the Bank as a result of a solicitation made by such
Agent, in an amount equal to that percentage specified in Schedule I hereto of
the aggregate principal amount of each such Note sold by the Bank.

               Subject to the provisions of this Section, offers to purchase
Notes may be solicited by an Agent for the Bank at such time and in such
amounts as such Agent deems advisable.

               If the Bank shall default in its obligations to deliver Notes to
a purchaser whose offer it has accepted, the Bank and the Parent shall
indemnify and hold each of you harmless against any loss, claim or damage
arising from or as a result of such default by the Bank.

               (b)  Subject to the terms and conditions stated herein, whenever
the Bank and any of you determine that the Bank may sell Notes directly to any
of you as principal, each such sale of Notes shall be made in accordance with
the terms of this Agreement and a supplemental agreement relating to such sale.
Each such supplemental agreement (which may be either a written agreement or an
oral agreement, with written confirmation prepared by the Agent and either
telecopied or mailed to the Bank) is herein referred to as a "Terms Agreement."
Each Terms Agreement shall describe the relevant Notes, specifying the
aggregate principal amount, the price, the maturity, the interest rate or
interest rate basis, if any, the record, interest payment and settlement dates,
the location of closing, the method of payment and any required opinions of
counsel or certificates from the Bank, the Parent and their officers as
described in Sections 5(a), (c) and (d)





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hereof.  Any such Terms Agreement may also specify the period of time referred
to in Section 4(g) hereof.  Any written Terms Agreement may be in the form
attached as Exhibit A hereto.  The Purchaser's commitment to purchase Notes
shall be deemed to have been made on the basis of the representations and
warranties of the Bank and the Parent herein set forth and shall be subject to
the terms and conditions herein set forth.
        
               Delivery of the certificates for Notes sold to the Purchaser in
accordance with a Terms Agreement shall be made not later than the Closing Date
agreed to in such Terms Agreement, against payment of funds to the Bank in the
net amount due to the Bank for such Notes by the method and in the form
established by the Purchaser unless otherwise agreed to between the Bank and
the Purchaser in such Terms Agreement.

               Unless otherwise agreed to between the Bank and the Purchaser in
a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time or, if set forth in the applicable Terms Agreement, at a
fixed public offering price.  In connection with any resale of Notes, a
Purchaser may use a selling or dealer group and may reallow to any broker or
dealer any portion of the discount or commission payable pursuant thereto.

               SECTION 3.  OFFERING AND SALE OF NOTES.  Each Agent and the Bank
agree to perform the respective duties and obligations specifically provided to
be performed by them herein and in the Offering Circular as in effect on the
date hereof, unless otherwise agreed to in writing by the Bank and each Agent.

               Administrative procedures with respect to the Notes shall be 
agreed upon from time to time by the Agents, the Bank and the Paying Agent (the
"Procedures").  The Agents and the Bank agree to perform, and the Bank agrees 
to cause the Paying Agent to agree to perform, their respective duties and 
obligations specifically provided to be performed by them in the Procedures.

               SECTION 4.  AGREEMENTS.  The Bank agrees with each Agent as
follows:

               (a) The Bank shall give each Agent notice of its intention to
prepare any additional offering circular supplement with respect to the sale of
Notes or any amendment or supplement to the Offering Circular.

               (b)  The Bank shall deliver to each Agent as many copies of the
Offering Circular (as amended or supplemented, including documents incorporated
by reference therein) as each Agent shall reasonably request in connection with
sales or solicitations of offers to purchase the Notes.





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               (c)  Except as otherwise provided in subsection (d) of this
Section 4, if any event shall occur or condition exist as a result of which it
is necessary, in the reasonable opinion of counsel for the Agents or counsel
for the Bank, to amend or supplement the Offering Circular in order that the
Offering Circular not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances at the time it is delivered to a
purchaser, immediate notice shall be given, and confirmed in writing, to each
Agent to cease the solicitation of offers to purchase Notes in its capacity as
agent and to cease sales of any Notes each Agent may have purchased from the
Bank and then own as principal, and the Bank shall promptly prepare such
amendment or supplement as may be necessary to correct such untrue statement or
omission.  Each Agent shall thereafter resume solicitation of offers to
purchase Notes at such time as the Bank shall have furnished to each Agent an
amended or supplemented Offering Circular in form reasonably satisfactory to
the Agents and their counsel.

               (d)  The Bank shall not be required to comply with the
provisions of subsection (c) of this Section 4 during any period commencing
with the time (i) each Agent  suspends solicitation of purchases of the Notes
in its capacity as agent pursuant to a request from the Bank and (ii) no Agent
(A) holds any Notes purchased from the Bank as principal for resale or (B) has
arranged for the purchase from the Bank of any Notes on a subsequent Settlement
Date, and ending with the time the Bank shall determine to resume the sale or
the solicitation of purchases of the Notes.

               (e)  The Bank shall furnish to the Agents, upon the request of
any Agent, any publicly available reports or communications (financial or
otherwise) furnished to or filed by either the Bank or the Parent with any
United States or state supervisory or regulatory authority as promptly as
practicable after such reports become publicly available.

               (f)  The Bank shall prepare, with respect to any Notes to be
sold through or to the Agents pursuant to this Agreement, a Pricing Supplement
with respect to such Notes in a form previously agreed to by the Agents and the
Bank.

               (g)  Unless otherwise agreed pursuant to the terms of a Terms
Agreement, between the date of any Terms Agreement and the Settlement Date with
respect to such Terms Agreement, the Bank shall not, without the prior consent
of the Agent who is party to such Terms Agreement, offer or sell or enter into
any agreement to sell in the United States to or through securities dealers,
any deposits or debt securities of the Bank (other than the Notes that are to
be sold pursuant to such Terms Agreement and deposits or debt securities (other
than Notes) sold in the ordinary course of business (i) directly by the Bank
and not through a securities dealer or (ii) through a securities broker or
dealer affiliated with the Bank).





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               (h)  The Bank shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including the fees
and disbursements of the relevant accountants, the preparation and delivery of
the Offering Circular and all amendments and supplements thereto, the
preparation of this Agreement and any Terms Agreement and all other documents
relating to the transactions contemplated hereby, the preparation, issuance and
delivery of the Notes, including any fees and expenses incurred by the Bank and
related to the use of book-entry notes, the reasonable fees and disbursements
of the Bank's and the Parent's counsel, of the Paying Agent and its counsel and
of any calculation agents or exchange rate agents, any reasonable advertising
and other out-of-pocket expenses of the Agents incurred by the Agents in
connection with the transactions contemplated hereby, the qualification of the
Notes under state securities laws in any jurisdiction where qualification or
other action is required and the filing fees and the reasonable fees and
expenses of counsel for the Agents in connection therewith (as may be agreed by
the Bank and the Agents from time to time hereafter) and in connection with the
preparation of any Blue Sky Survey and any Legal Investment Survey, the cost of
preparing and providing any CUSIP or other identification numbers for the
Notes, the fees of any agency that rates the Notes and the fees and reasonable
expenses of counsel for the Agents in connection with this Agreement.  In
addition, the Bank shall pay the reasonable fees and disbursements of counsel
to the Agents incurred in connection with the establishment of the Note
program, and from time to time hereafter (as may be agreed by the Bank and the
Agents) in connection with the transactions contemplated hereby.

               (i)  Each acceptance by the Bank of an offer to purchase Notes,
and each delivery of Notes to the Agents by the Bank pursuant to a Terms
Agreement or otherwise, shall be deemed to be an affirmation that the
representations and warranties of the Bank and the Parent contained in this
Agreement and in any certificate theretofore delivered to the Agents pursuant
hereto are true and correct in all material respects at the time of such
acceptance or sale, as the case may be, and an undertaking that such
representations and warranties will be true and correct in all material
respects at the time of delivery to the Purchaser or its agent, or to the
Agents, of the Note or Notes made as of each such time (and it is understood
that such representations and warranties shall relate to the Offering Circular
as amended and supplemented to each such time).

               (j)  Each time the Offering Circular is amended or supplemented
in any material respect or (if required pursuant to the terms of a Terms
Agreement) the Bank sells Notes to an Agent pursuant to a Terms Agreement, the
Bank and the Parent shall furnish or cause to be furnished forthwith to the
Agents a certificate dated the date of such amendment or supplement to the
effect that the statements contained in the certificate furnished by it
pursuant to Sections 5(c) and (d) hereof, respectively, which were last
furnished to the Agents are true and correct in all material respects at the
time of such amendment, supplement or sale, as the case may be, as though made
at such time (except that such statements shall be deemed to relate to the
Offering Circular as amended and supplemented to such time) or, in lieu of such
certificates, certificates of the same form as the certificates referred to in
said Sections 5(c) and (d), modified as necessary to relate





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to the Offering Circular as amended and supplemented to the time of delivery of
such certificates.

               (k)  Each time the Offering Circular is amended or supplemented
with respect to the Notes (other than by an amendment or supplement (i)
providing solely for a change in the interest rates offered on the Notes or a
change in the principal amount of the Notes remaining to be sold or similar
changes or (ii) solely setting forth or incorporating by reference financial
statements or other information as of and for a fiscal period (unless, in the
judgment of the Agents, such financial statements or other information are of
such a nature that an opinion of counsel should be furnished)) or the Bank
sells Notes to an Agent pursuant to a Terms Agreement (if required pursuant to
the terms of a Terms Agreement), the Bank shall furnish or cause to be
furnished forthwith to the Agents and the Agents' counsel a letter from (x)
counsel last furnishing the opinion referred to in Section 5(a) hereof to the
effect that the Agents may rely on such last opinion to the same extent as
though it was dated the date of such letter authorizing reliance (except that
statements in such last opinion shall be deemed to relate to the Offering
Circular as amended and supplemented to the time of delivery of such letter
authorizing reliance) and (y) the independent certified public accountants who
have provided a report incorporated by reference or included in the Offering
Circular consenting to such incorporation by reference or inclusion in the
Offering Circular as amended and supplemented to the time of delivery of such
letter.

               (l)  The Bank shall qualify the Notes for offer and sale under
the securities or Blue Sky laws of such jurisdictions as any Agent reasonably
requests and shall maintain such qualifications for so long as reasonably
required in connection with the offer and sale of the Notes, provided, however,
that the Bank shall not be required to file a general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

               SECTION 5.  CONDITIONS TO THE OBLIGATIONS OF THE AGENTS.  The
obligations of each Agent to solicit offers to purchase the Notes as agents of
the Bank, the obligation of any purchaser of Notes sold through an Agent as
agent, and the obligation of any Purchaser to purchase Notes pursuant to any
Terms Agreement or otherwise, shall be subject at all times to the accuracy of
the representations and warranties on the part of the Bank and the Parent
herein and to the accuracy of the statements of the Bank's and the Parent's
officers made in any certificate furnished pursuant to the provisions hereof,
to the performance and observance in all material respects by the Bank and the
Parent of all covenants and agreements herein contained and to the following
additional conditions precedent:

               (a)  The Bank shall have furnished to the Agents the opinion of
Brouse & McDowell, counsel for the Bank and the Parent, dated the date hereof,
in form and substance reasonably satisfactory to such Agents, to the effect
that:





                                       11
   12
                 (i)  The Bank is a national banking association duly organized
               and validly existing as a banking institution under the laws of
               the United States, with requisite power and authority (corporate
               and regulatory) to own its properties and conduct its business
               as presently conducted, and to execute, deliver and perform its
               obligations under the Notes, the Paying Agency Agreement, the
               Calculation Agency Agreement, this Agreement and any Terms
               Agreement.  The Parent has been duly incorporated and is validly
               existing as a corporation in good standing under the laws of the
               State of Ohio.  The Parent is duly registered under the Bank
               Holding Company Act, and is required to file periodic reports
               with the SEC pursuant to the 1934 Act.

                 (ii)  This Agreement has been duly authorized, executed and
               delivered by the Bank.

                 (iii) The Paying Agency Agreement has been (a) duly
               authorized, executed and delivered by the Bank and (b) 
               constitutes a legally valid and binding obligation of the Bank
               enforceable against the Bank in accordance with its terms,
               except as limited by bankruptcy, insolvency, reorganization,
               moratorium or similar laws relating to or affecting creditors'
               rights generally or the rights of creditors or of the FDIC as
               insurer, regulator, conservator or receiver of banks the
               accounts of which are insured by the FDIC in particular or by
               general equity principles (regardless of whether such
               enforceability is considered in a proceeding in equity or at
               law).

                 (iv)  The Calculation Agency Agreement has been (a) duly 
               authorized, executed and delivered by the Bank and (b) 
               constitutes a legally valid and binding obligation of the Bank 
               enforceable against the Bank in accordance with its terms, 
               except as limited by bankruptcy, insolvency, reorganization, 
               moratorium or similar laws relating to or affecting creditors' 
               rights generally or the rights of creditors or of the FDIC as 
               insurer, regulator, conservator or receiver of banks the 
               accounts of which are insured by the FDIC in particular or by 
               general equity principles (regardless of whether such 
               enforceability is considered in a proceeding in equity or at 
               law).

                 (v)   The Notes have been duly and validly authorized by the
               Bank for issuance, offer and sale pursuant to this Agreement
               and, when duly completed as contemplated by the Procedures, and
               executed, authenticated and delivered pursuant to the provisions 
               of the Paying Agency Agreement, this Agreement and any 
               applicable Terms Agreement, against payment of the consideration 
               therefor, will constitute legally valid and binding obligations 
               of the Bank enforceable against the Bank in accordance with 
               their respective terms, except as limited by bankruptcy, 
               insolvency, reorganization, moratorium or similar laws relating 
               to or affecting creditors' rights generally or the rights of 
               creditors, or of the FDIC as insurer, regulator, conservator or 
               receiver of banks the accounts of which are insured by the FDIC 
               in particular, or by general equity principles (regardless of 
               whether such enforceability is considered in a proceeding in 
               equity or at law); and the summary descriptions of the Notes and 
               the Paying Agency Agreement contained in the Offering Circular 
               are fair and accurate summaries of such documents.

                 (vi)  The Notes are exempt from registration under the 1933 Act
               pursuant to Section 3(a)(2) thereof, and neither registration of
               the Notes under the 1933 Act nor qualification of an indenture
               under the Trust





                                       12
   13
               Indenture Act will be required in connection with the offer,     
               sale, issuance or delivery of the Notes in accordance with the
               terms of this Agreement.

                 (vii)  To the best of such counsel's knowledge, the Bank is not
               an "investment company" or a company "controlled" by an
               "investment company", within the meaning of the Investment
               Company Act.

                 (viii)  The Bank is eligible to use the abbreviated
               registration system of the OCC provided for under Section 16.6
               of the OCC Offering Rules for the Notes; the requirements of
               subparagraphs (a)(1), (a)(2), (a)(3) and (a)(4) of Section 16.6
               have been satisfied; and all filings required to be made by the
               Bank on or prior to the date hereof pursuant to Section
               16.6(a)(6) in connection with the issuance and sale of the Notes
               in accordance with the terms of this Agreement have been made.

                 (ix)  No consent, approval or authorization of or filing with
               any governmental body or agency is required for the execution, 
               delivery and performance by the Bank of this Agreement, any 
               Terms Agreement, the Paying Agency Agreement, the Calculation 
               Agency Agreement or the Notes, except such as have been made or
               obtained or as may be required by the securities or Blue Sky 
               laws of the various states in connection with the offer and sale
               of the Notes. 

                 (x)  The Notes are unsecured and unconditional general
               obligations of the Bank and rank PARI PASSU with all other
               general unsecured and unsubordinated obligations of the Bank,
               subject to the provisions of amended section 11(d)(11) of the
               Federal Deposit Insurance Act, 12 U.S.C. Section  1821(d)(11),
               as enacted by section 3001 of title III of the Omnibus Budget
               Reconciliation Act of 1993 (August 10, 1993).

                 (xi)  To the best of such counsel's knowledge, neither the
               Parent nor the Bank is in violation of its charter or by-laws;
               the execution, delivery and performance of this Agreement, any
               Terms Agreement, the Paying Agency Agreement, the Calculation
               Agency Agreement and the Notes and the consummation of the
               transactions contemplated herein and therein have been duly
               authorized by all necessary corporate action and, to the best of
               such counsel's knowledge, will not conflict with, or constitute
               a breach of, or default under, or result in the creation or
               imposition of any lien, charge or encumbrance upon any property
               or assets of the Parent or the Bank or any of their subsidiaries
               pursuant to, any material contract, indenture, mortgage, loan
               agreement, note, lease or other instrument which is known to us
               to which the Parent or the Bank or any of their subsidiaries is
               a party or by which it or any of them may be bound, or to which
               any of the property or assets of the Parent or the Bank or any
               such subsidiary is subject; such action will not result in any
               violation of the provisions of the charter or by-laws of the
               Parent or the Bank or, to the best of such





                                       13
   14
               counsel's knowledge, any applicable law, administrative  
               regulation or administrative or court order or decree of any
               court or governmental body having jurisdiction over the Parent
               or the Bank.

                 (xii)  To the best of such counsel's knowledge, except as set
               forth in the Offering Circular, there is no action, suit or
               proceeding before or by any court or governmental agency or
               body, domestic or foreign, now pending, or threatened, against
               the Parent or the Bank or any of their subsidiaries that could
               reasonably be expected to result in any material adverse change
               in the condition, financial or otherwise, of the Parent or the
               Bank and its subsidiaries considered as one enterprise, or that
               could reasonably be expected to materially and adversely affect
               the properties or assets thereof or that could reasonably be
               expected to materially and adversely affect the consummation of
               this Agreement or any Terms Agreement.

                 (xiii)  Nothing has come to such counsel's attention that would
               lead such counsel to believe that the Offering Circular (other
               than the financial statements and other financial and
               statistical data included or incorporated by reference therein,
               as to which such counsel does not express any opinion) contains
               any untrue statement of a material fact or omits to state a
               material fact necessary in order to make the statements therein,
               in the light of the circumstances under which they were made,
               not misleading.

               Such opinion or opinions shall be limited to the laws of the
State of Ohio and the federal law of the United States of America.  Such
counsel may also state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers
of the Parent and the Bank and certificates of public officials.

               (b)  Each Agent shall have received from Brown & Wood, counsel
for the Agents, such opinion or opinions, dated the date hereof, with respect
to the issuance and sale of the Notes, the Distribution Agreement, the Paying
Agency Agreement, the Calculation Agency Agreement, and other related matters
as the Agents may reasonably require, and the Bank shall have furnished to such
counsel such documents as they reasonably request for the purpose of enabling
them to pass upon such matters.  In rendering their opinion, such counsel may
rely on the opinion of Brouse & McDowell referred to above as to any matters
governed by the laws of the State of Ohio covered therein.

               (c)  At the date hereof and on each Settlement Date, the Agents
shall have received a certificate of the Chairman of the Board or President or
a Vice Chairman, and the chief financial or chief accounting officer or
controller, of the Bank, to the effect that the signers of such certificate
have carefully examined the Offering Circular and the





                                       14
   15
documents relating to the transactions contemplated thereby, including this
Agreement, and that:

                 (1)  Since December 31, 1994, there has been no material
               adverse change in the condition, financial or otherwise, of the
               Bank and its subsidiaries considered as one enterprise, or in
               the earnings, business affairs or business prospects of the Bank
               and its subsidiaries considered as one enterprise, whether or
               not arising in the ordinary course of business, other than as
               set forth in the Offering Circular, dated April 27, 1995, as
               amended or supplemented to the date hereof;

                 (2)  The representations and warranties of the Bank contained
               in Section 1 of this Agreement are true and correct with the
               same force and effect as though expressly made at and as of the
               date of such certificate; and

                 (3)  The Bank has performed or complied with all agreements
               and satisfied all conditions set forth or referred to in Section
               5 of this Agreement on its part to be performed or satisfied at
               or prior to the date of such certificate.

               (d)  At the date hereof and on each Settlement Date, the Agents
shall have received a certificate from the Chairman of the Board or President
or a Vice Chairman, and the chief financial or chief accounting officer or
controller, of the Parent stating that, as of the date hereof and on such
Settlement Date, the representation and warranties of the Parent contained in
Section 1 of this Agreement are true and correct with the same force and effect
as though expressly made at and as of the date of such certificate and there
has been no material adverse change in the condition (financial or other),
earnings, business or properties of the Parent or the Bank, whether or not
arising from transactions in the ordinary course of business, since the date of
the Offering Circular.

               (e)  The Agents shall have received a letter, satisfactory to
counsel to the Agents, from the independent certified public accountants who
have provided a report incorporated by reference or included in the Offering
Circular, consenting to such incorporation by reference or inclusion.

               (f)  Coopers & Lybrand shall have furnished to the Agents a
letter or letters, dated such date, in form and substance satisfactory to the
Agents.

               (g)  The Notes shall be rated "investment grade" by at least two
"nationally recognized statistical rating organizations" (as defined for
purposes of Rule 43(g) of the 1933 Act).

               (h)  The Bank and the Parent shall have furnished to the Agents
such further information, certificates and documents as the Agents may
reasonably request.





                                       15
   16
               If any condition in this Section 5 shall not have been met when
and as required to be met, this Agreement (or, at the option of the applicable
Agent, any applicable Terms Agreement) may be terminated by the Agents by
notice to the Bank at any time at or prior to the Closing Date, and any such
termination shall be without liability of any party to any other party, except
that the provisions of Section 4(h) hereof, the indemnity and contribution
agreement set forth in Section 8 hereof, and the provisions of Section 10
hereof shall remain in full force and effect.

               SECTION 6.  CONDITIONS TO THE OBLIGATIONS OF A PURCHASER.  The
obligations of a Purchaser to purchase any Notes shall be subject to the
accuracy of the representations and warranties on the part of the Bank and the
Parent herein as of the date of the related Terms Agreement and as of the
Closing Date for such Notes, to the performance by the Bank and the Parent of
all its covenants and agreements herein contained and to the following
conditions precedent:

               (a)  To the extent set forth in a Terms Agreement, the Purchaser
shall have received, appropriately updated, in form and substance reasonably
satisfactory to it and its counsel (i) the opinion of Brouse & McDowell,
counsel for the Bank and the Parent, dated as of the Closing Date, to the
effect set forth in Section 5(a), (ii) a certificate of the Bank, dated as of
the Closing Date, to the effect set forth in Section 5(c) (except that
references to the Offering Circular shall be to the Offering Circular as
supplemented as of the date of such Terms Agreement), (iv) a certificate of the
Parent, appropriately updated to the effect set forth in Section 5(d) (except
that references to the Offering Circular shall be to the Offering Circular as
supplemented as of the date of such Terms Agreement) and (v) letters
appropriately updated to the effect set forth in Sections 5(e) and (f).

               (b)  Prior to the Closing Date, the Bank and the Parent shall
have furnished to the Purchaser such further information, certificates and
documents as the Purchaser may reasonably request.

               If any of the conditions in this Section 6 shall not have been
met in all material respects when and as provided in this Agreement and the
applicable Terms Agreement, such Terms Agreement and all obligations of the
Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the relevant Closing Date by the
Purchaser.  Notice of such cancellation shall be given to the Bank in writing
or by telephone or telegraph confirmed in writing.

               SECTION 7.  RIGHT OF PERSON WHO AGREED TO PURCHASE TO REFUSE TO
PURCHASE.  (a)  The Bank agrees that any person who has agreed to purchase and
pay for any Note pursuant to a solicitation by any Agent shall have the right
to refuse to purchase such Note, if at the Closing Date therefor, any condition
set forth in Section 5 or 6, as applicable, shall not be satisfied.





                                       16
   17

               (b)  The Bank agrees that any person who has agreed to purchase
and pay for any Note pursuant to a solicitation by any Agent shall have the
right to refuse to purchase such Note, if subsequent to the agreement to
purchase such Note, any change, condition or development specified in any of
Sections 9(b)(i) through (v) shall have occurred the effect of which is, in the
judgment of such Agent, so material and adverse as to make it impractical or
inadvisable to proceed with the sale and delivery of such Note (it being
understood that under no circumstances shall any such Agent have any duty or
obligation to the Bank or to any such person to exercise the judgment permitted
to be exercised under this Section 7(b) and Section 9(b)).

               SECTION 8.  INDEMNIFICATION AND CONTRIBUTION.   (a)  The Bank
and the Parent, jointly and severally, agree to indemnify and hold harmless
each Agent, the directors, officers, employees and agents of each Agent and
each person who controls each Agent within the meaning of either the 1933 Act
or the 1934 Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
1933 Act, the 1934 Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained
in the Offering Circular or in any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (ii) any breach or alleged breach by the Bank or
Parent of any agreement or representation made pursuant to this Agreement, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that neither the Bank nor the Parent shall be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Bank by any Agent specifically for inclusion
therein.  This indemnity agreement shall be in addition to any liability that
the Bank and the Parent may otherwise have.

               (b)  Each Agent severally agrees to indemnify and hold harmless
the Bank and the Parent, each of their respective directors and each person who
controls the Bank or the Parent within the meaning of either the 1933 Act or
the 1934 Act, to the same extent as the foregoing indemnity in clause (a)(i) of
this Section 8 from the Bank and Parent to each Agent, but only with reference
to written information relating to such Agent furnished to the Bank by such
Agent specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement shall be in addition to any liability that
any Agent may otherwise have.  The Bank and the Parent acknowledge that the
statements set forth in the last paragraph of the cover page and under the
heading "Plan of Distribution" of the Offering Circular constitute the only
information furnished in writing by any of you for inclusion in the documents
referred to in the foregoing indemnity.





                                       17
   18
               (c)  Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
shall not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) shall not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above.  The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party.  Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.  An indemnifying party shall not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

               (d)  In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable or insufficient to hold harmless an
indemnified party for any reason, the Bank, the Parent and the Agents agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Bank, the Parent and one
or more of the Agents may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Bank and the Parent on the one
hand and by the Agents on the other from the offering of the Notes from which
such Losses arise; PROVIDED, HOWEVER, that in no case shall any Agent be
responsible for any





                                       18
   19
amount in excess of the commissions received by such Agent in connection with
the sale of Notes from which such Losses arise (or, in the case of Notes sold
pursuant to a Terms Agreement, the aggregate commissions that would have been
received by such Agent if such commissions had been payable). If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Bank, the Parent and such Agent shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Bank and the Parent on the one hand and of the Agents on the other
in connection with the statements or omission that resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the
Bank and the Parent shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses) of the Notes from which such Losses
arise, and benefits received by the Agents shall be deemed to be equal to the
total commissions received by the Agents in connection with the sale of Notes
from which such Losses arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by the
Agents if such commissions had been payable). Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the Bank, the Parent or the Agents.  The
Bank, the Parent and the Agents agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  For purposes of this Section 8,
each person who controls an Agent within the meaning of the 1933 Act or the
1934 Act and each director, officer, employee and agent of an Agent shall have
the same rights to contribution as such Agent, and each person who controls
the Bank or the Parent within the meaning of either the 1933 Act or the 1934
Act and each director of the Bank or the Parent shall have the same rights to
contribution as the Bank and the Parent, subject in each case to the applicable
terms and conditions of this paragraph (d).

               SECTION 9.  TERMINATION.  (a)  This Agreement (excluding any
Terms Agreement) may be terminated for any reason, at any time by either the
Bank or an Agent as to itself upon the giving of written notice of such
termination to the other party.  This Agreement shall so terminate at the close
of business on the first business day following the receipt of such notice by
the party to whom such notice is given.

               (b)  Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the Bank prior to
delivery of any payment for any Note to be purchased thereunder, if prior to
such time (i) there shall have occurred, subsequent to the agreement to
purchase such Note, any change, or any development involving a prospective
change, in or affecting the business or properties of the Bank or the Parent
and its subsidiaries the effect of which is, in the judgment of the Purchaser,
so material and adverse as to make it impractical or inadvisable to proceed
with the offering or delivery of such Note, (ii) there shall have been,
subsequent to the agreement to purchase such Note, any decrease in the rating
of any of the Bank's or the





                                       19
   20
Parent's debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933 Act) or
any notice given of any intended or potential decrease in any   such rating or
of a possible change in any such rating that does not indicate the direction of
the possible change, (iii) trading in the Parent's Common Stock, no par value
per share, shall have been suspended by the SEC or the Nasdaq National Market
or trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market shall have been suspended or limited or minimum prices shall
have been established on such Exchange or Market, (iv) a banking moratorium
shall have been declared by either Federal or New York or Ohio State
authorities or (v) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the Purchaser, impracticable or inadvisable to
proceed with the offering or delivery of such Notes as contemplated by the
Offering Circular (exclusive of any supplement thereto).

               SECTION 10.  SURVIVAL OF CERTAIN PROVISIONS.  All
representations, warranties and agreements contained in this Agreement or any
Terms Agreement, or contained in certificates of officers of the Bank and the
Parent pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person of the Agents, or by or on behalf of the Bank, and shall
survive each delivery of and payment for any of the Notes.

               SECTION 11.  NOTICES.  All notices and other communications
hereunder shall be in writing, and shall be deemed to have been duly given if
deposited in the United States mail or with an overnight delivery service or
transmitted by any standard form of telecommunication.  Notices to the parties
to this Agreement shall be directed as follows:

               If to the Bank:

               First National Bank of Ohio
               106 South Main Street
               Akron, Ohio  44308
               Attention:  P. Gene Gottfried, Vice President
               Telephone Number:  (216) 384-8000
               Facsimile Number:  (216) 384-7133

               If to the Parent:

               FirstMerit Corporation
               III Cascade Plaza, 7th Floor
               Akron, Ohio  44308
               Attention:  Terry E. Patton, General Counsel
               Telephone Number:  (216) 384-8000
               Facsimile Number:  (216) 384-7133





                                       20
   21
               If to the Agents:

               Salomon Brothers Inc
               Seven World Trade Center
               New York, New York 10048
               Attention:  Medium-Term Note Department
               Telephone Number: (212) 783-7000
               Facsimile Number: (212) 783-2274

               McDonald & Company Securities, Inc.
               McDonald Investment Center
               800 Superior Avenue
               Cleveland, Ohio  44114-2603
               Attention:  Barbara Kaminsky
               Telephone Number:  (216) 443-2300
               Facsimile Number:  (216) 443-2947

               A.G. Edwards & Sons, Inc.
               One North Jefferson Avenue
               St. Louis, Missouri  63103
               Attention:  Douglas D. Rubenstein
               Telephone Number:  (314) 289-3098
               Facsimile Number:  (314) 289-7387

               SECTION 12.  SUCCESSORS.  This Agreement shall inure to the
benefit of and be binding upon the Agents, the Bank and the Parent and their
respective successors.  Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Section 8 hereof and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.  This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and respective successors and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Notes shall be deemed to be a successor by reason merely of
such purchase.

               SECTION 13.  APPLICABLE LAW.  This Agreement and the rights and
obligations of the parties shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in such State.





                                       21
   22

               If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Bank a counterpart hereof, whereupon
this instrument along with all counterparts shall become a binding agreement
between the Agents, the Parent and the Bank in accordance with its terms.


                                        Very truly yours,

                                        FIRST NATIONAL BANK OF OHIO

                
                                        By: /s/ Terry E. Patton
                                           ------------------------------------
                                           Title: Sr. Vice President, Secretary
                                                                              
                                                                              
                                                                              
                                        FIRSTMERIT CORPORATION                
                                                                              
                                        By: /s/ Gary J. Elek
                                           ------------------------------------
                                           Title: Sr. Vice President, Treasurer
                           





                                       22
   23
                 Each of the undersigned Agents has accepted and agreed to be
bound by the terms of this Agreement as of the date first set forth above.


                                        SALOMON BROTHERS INC


                                        By: /s/ Pamela Kendall
                                           -------------------------------------
                                        Title: Vice President



                                        MCDONALD & COMPANY SECURITIES, INC.


                                        By: /s/ Charles R. Crowley
                                           -------------------------------------
                                        Title: Senior Vice President



                                        A.G. EDWARDS & SONS, INC.


                                        By: /s/ Stephen J. Roy
                                           -------------------------------------
                                        Title: Vice President





                                       23
   24
                                   SCHEDULE 1


                 The Bank agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:

PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT --------------- ---------------- From 0 months to less than 9 months . . . . . . . . . . . . . . . . . . . . . . . Negotiated From 9 months to less than 1 year . . . . . . . . . . . . . . . . . . . . . . . . .125% From 1 year to less than 18 months . . . . . . . . . . . . . . . . . . . . . . . .150% From 18 months to less than 2 years . . . . . . . . . . . . . . . . . . . . . . . .200% From 2 years to less than 3 years . . . . . . . . . . . . . . . . . . . . . . . . .250% From 3 years to less than 4 years . . . . . . . . . . . . . . . . . . . . . . . . .350% From 4 years to less than 5 years . . . . . . . . . . . . . . . . . . . . . . . . .450% From 5 years to less than 6 years . . . . . . . . . . . . . . . . . . . . . . . . .500% From 6 years to less than 7 years . . . . . . . . . . . . . . . . . . . . . . . . .550% From 7 years to less than 10 years . . . . . . . . . . . . . . . . . . . . . . . .600% From 10 years to less than 15 years . . . . . . . . . . . . . . . . . . . . . . . .625% From 15 years to less than 20 years . . . . . . . . . . . . . . . . . . . . . . . .700% From 20 years to less than 30 years . . . . . . . . . . . . . . . . . . . . . . . .750% From 30 years to less than 40 years . . . . . . . . . . . . . . . . . . . . . . . .875% From 40 years to less than 50 years . . . . . . . . . . . . . . . . . . . . . . . .950% From 50 years to less than 100 years . . . . . . . . . . . . . . . . . . . . . . 1.000% Greater than, or equal to 100 years . . . . . . . . . . . . . . . . . . . . . . . 1.125%
25 EXHIBIT A FIRST NATIONAL BANK OF OHIO Bank Notes TERMS AGREEMENT SALOMON BROTHERS INC MCDONALD & COMPANY SECURITIES, INC. A.G. EDWARDS & SONS, INC. c/o SALOMON BROTHERS INC Seven World Trade Center New York, New York 10048 Re: Distribution Agreement dated April __, 1995 ------------------------------------------- Ladies and Gentlemen: The undersigned agrees to sell and you agree to purchase the following aggregate principal amount of Notes: $____________. The term of such Notes shall be as follows: Principal Amount: $________ Interest Rate: If Fixed Rate Note: Interest Rate: If Floating Rate Note: Interest Rate Basis: Initial Interest Rate: Initial Interest Reset Date: Spread and/or Spread Multiplier, if any: Interest Rate Reset Month(s): Interest Payment Month(s): Index Maturity: Maximum Interest Rate, if any: Minimum Interest Rate, if any: Interest Rate Reset Period: Interest Payment Period: Calculation Agent: 26 If Redeemable: Initial Redemption Date: Additional Redemption Dates: Initial Redemption Percentage: Annual Redemption Percentage Reduction: If Payable at Holder's Option: Holder's Optional Repayment Date(s): Date of Maturity: Purchase Price: ___% Settlement Date and Time: Additional Terms: Also, as indicated below, the following will be required: A. Officers' Certificates pursuant to Sections 5(c) and (d) of the Distribution Agreement: Required [ ] Not Required [ ] B. Legal Opinion pursuant to Section 5(a) of the Distribution Agreement: Required [ ] Not Required [ ] C. Stand-Off Agreement required by Section 4(g) of the Distribution Agreement: Required [ ] Not Required [ ] FIRST NATIONAL BANK OF OHIO By:_____________________________________ Name: Title: Accepted: SALOMON BROTHERS INC For itself and on behalf of the several other Agents as Purchasers. By: _____________________________ Name: Title: [107039]