0000950152-09-001562 Sample Contracts

FIRSTMERIT CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL TERMINATION AGREEMENT (TIER I)
Change in Control Termination Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Ohio

THIS AGREEMENT (“Agreement”) originally was effective the [insert date] (“Effective Date”), by and between FirstMerit Corporation, an Ohio corporation (the “Company”), and [insert executive name], the executive employee who has executed this Agreement (“Employee”). Effective as of this ___ day of January, 2009, the parties hereby amend and restate the Agreement (as previously amended and restated from time to time) as set forth herein.

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FIRSTMERIT CORPORATION AMENDED AND RESTATED DISPLACEMENT AGREEMENT (GREIG)
Displacement Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Ohio

THIS AGREEMENT (“Agreement”) originally was effective May 18, 2006 (“Effective Date”), by and between FirstMerit Corporation, an Ohio corporation (the “Company”), and Paul G. Greig, the executive employee who has executed this Agreement (“Employee”). Effective as of this 8th day of January, 2009, the parties hereby amend and restate the Agreement (as previously amended and restated from time to time) as set forth herein.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN FIRSTMERIT CORPORATION AND PAUL GREIG
Employment Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Ohio

This Agreement will remain in effect from the Effective Date until May 31, 2009 (“Initial Term”), unless it terminates at an earlier date as provided in this Agreement or unless, before June 1, 2008, either Party delivers to the other a written “Notice of Intent Not To Renew” specifying the date this Agreement will terminate. If a Notice of Intent Not To Renew is delivered before June 1, 2008, this Agreement will expire at the end of the Initial Term. However, if a Notice of Intent Not To Renew is not delivered before June 1, 2008, this Agreement will continue for additional one year periods (“Additional One-Year Terms”) unless either party delivers to the other a written Notice of Intent Not To Renew at least twelve (12) months before the beginning of the then Additional One-Year Term. For purposes of this Agreement, the Initial Term and any Additional One-Year Terms will be referred to collectively as the “Term.” Section 5.07 will apply to any termination of this Agreement through a

CREDIT AGREEMENT Dated as of July 20, 2007 between FIRSTMERIT CORPORATION as Borrower and SunTrust Bank, as Lender
Credit Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Georgia

CREDIT AGREEMENT dated as of July 20, 2007, between FIRSTMERIT CORPORATION, an Ohio corporation (the “Borrower”), and SunTrust Bank (the “Lender”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Georgia

THIS FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “First Amendment”) dated as of December 1, 2008 by and among FIRSTMERIT CORPORATION, an Ohio corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation (the “Lender”). All terms used in this First Amendment and not otherwise defined shall have the mean ascribed them in the Credit Agreement as defined below.

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