FIRSTMERIT CORP /OH/
EX-10.34 AMENDED AND RESTATED CHANGE IN CONTROL
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>7
<FILENAME>l98279aexv10w34.txt
<DESCRIPTION>EX-10.34 AMENDED AND RESTATED CHANGE IN CONTROL
<TEXT>
<PAGE>
                                                                   Exhibit 10.34


          Amended and Restated Change in Control Termination Agreement


      THIS AGREEMENT ("Agreement") is effective the __ day of _________, 2002,
by and between FirstMerit Corporation, an Ohio corporation (the "Company") and
NAME the executive employee who has executed this Agreement ("Employee").

                                R E C I T A L S:

      A. The Employee serves as an executive and is considered a key corporate
officer of the Company or one of its affiliates.

      B. The Board of Directors of the Company has determined that the interests
of the Company's shareholders will be best served by assuring that its key
corporate officers will adhere to the policies of the Board of Directors and
senior management with respect to any event by which another entity would
acquire effective control of the Company.

      C. The Board of Directors has also determined that it is in the best
interest of the shareholders to promote stability among key officers and
employees.

      D. Employee and the Company may have previously entered into a Termination
Agreement which agreement is being replaced in its entirety by this Agreement,
and may also enter into a Displacement Agreement which protects Employee in the
circumstance of a displacement of the Employee which occurred due to a merger or
acquisition, and that Employee will not be entitled to be paid benefits under
both this Agreement and the Displacement Agreement.

      IN CONSIDERATION OF THE FOREGOING, the mutual covenants hereinafter
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and Employee agree as follows:

      1. Duties of Employee. Employee shall support the position of the Board of
Directors and senior management and shall take any action reasonably requested
by the Board of Directors with respect to any event by which another entity
would acquire effective control of the Company.

      2. Change in Control. The term "Change in Control" shall mean the
occurrence of any one of the following events:

            (a) individuals who, on April 19, 2000, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director subsequent to April 19,
2000 whose election or nomination for election was approved by a vote of at
least 2/3rds of the Incumbent Directors then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual elected or nominated as a director of the Company initially as a
result of an actual or threatened election contest with respect to


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directors or any other actual or threatened solicitation of proxies or consents
by or on behalf of any person other than the Board shall be deemed to be an
Incumbent Director;

            (b) any "person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities eligible to vote for the election
of the Board (the "Company Voting Securities"); provided, however, that the
event described in this paragraph (b) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions:

                  (i) by the Company or any Subsidiary,

                  (ii) by any employee benefit plan sponsored or maintained by
            the Company or any Subsidiary,

                  (iii) by any underwriter temporarily holding securities
            pursuant to an offering of such securities,

                  (iv) pursuant to a Non-Control Transaction (as defined in
            paragraph (c)), or

                  (v) a transaction (other than one described in (c) below) in
            which Company Voting Securities are acquired from the Company, if a
            majority of the Incumbent Directors then on the Board approve a
            resolution providing expressly that the acquisition pursuant to this
            clause (v) does not constitute a Change in Control under this
            paragraph (b);

            (c) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company or any
of its Subsidiaries that requires the approval of the Company's shareholders,
whether for such transaction or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following such Business Combination:

                  (i) more than 50% of the total voting power of (x) the
            corporation resulting from such Business Combination (the "Surviving
            Entity"), or (y) if applicable, the ultimate parent corporation that
            directly or indirectly has beneficial ownership of 100% of the
            voting securities eligible to elect directors ("Total Voting Power")
            of the Surviving Entity (the "Parent Entity"), is represented by
            Company Voting Securities that were outstanding immediately prior to
            such Business Combination (or, if applicable, shares into which such
            Company Voting Securities were converted pursuant to such Business
            Combination), and such voting power among the holders thereof is in
            substantially the same proportion as the voting power of such
            Company Voting Securities among the holders thereof immediately
            prior to the Business Combination,


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                  (ii) no person (other than any employee benefit plan (or
            related trusts) sponsored or maintained by the Surviving Entity or
            the Parent Entity), is or becomes the beneficial owner, directly or
            indirectly, of 25% or more of the Total Voting Power of the
            outstanding voting securities eligible to elect directors of the
            Parent Entity (or, if there is no Parent Entity, the Surviving
            Entity), and

                  (iii) at least a majority of the members of the board of
            directors of the Parent Entity (or, if there is no Parent Entity,
            the Surviving Entity) following the consummation of the Business
            Combination were Incumbent Directors at the time of the Board's
            approval of the execution of the initial agreement providing for
            such Business Combination (any Business Combination which satisfies
            all of the criteria specified in (i), (ii) and (iii) above shall be
            deemed to be a "Non-Control Transaction"); or

            (d) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company.

            Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to occur solely because any person acquires beneficial
ownership of more than 25% of the Company Voting Securities as a result of the
acquisition of Company Voting Securities by the Company which reduces the number
of Company Voting Securities outstanding; provided, that if after such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person by more
than one percent, a Change in Control of the Company shall then occur.

            3. Company's Right to Terminate. The Company may terminate the
Employee's employment at any time during the term of this Agreement, subject to
the terms of this Agreement and providing the benefits stated herein if vested.

            4. Termination Following Change in Control. In the event of
termination of employment subsequent to a Change in Control and prior to the
expiration of the term of this Agreement, the Employee shall be entitled to the
benefits provided in paragraph 6 unless such termination is (a) because of the
Employee's death, Retirement or Disability, (b) by the Company for Cause, or (c)
by the Employee other than for Good Reason.

                  (a) Disability or Retirement. Termination of employment by the
            Company based on "Disability" shall mean termination because of
            Total and Permanent Disability as defined in the Long-Term
            Disability Plan of the Company, in effect from time to time, in
            which the Employee is participating. Termination of employment based
            on "Retirement" shall mean termination of employment by the Employee
            in accordance with the retirement policy (including early retirement
            policy) which is in effect from time to time and is generally
            applicable to the Company's salaried employees.

                  (b) Cause. The term "Cause" shall mean termination upon one or
            more of the following acts of the Employee:



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                        (i)   Felonious criminal activity whether or not
                              affecting the Company;

                        (ii)  Disclosure to unauthorized persons of Company
                              information which is believed by the Board of
                              Directors of the Company to be confidential;

                        (iii) Breach of any contract with, or violation of any
                              legal obligation to, the Company or dishonesty; or

                        (iv)  Gross negligence or insubordination in the
                              performance of duties of the position held by the
                              Employee.

                  (c) Good Reason. The term "Good Reason" shall mean voluntary
            termination of employment by the Employee based on any of the
            following:

                        (i)   Involuntary reduction in the Employee's base
                              salary, as in effect immediately prior to a Change
                              in Control unless such reduction occurs
                              simultaneously with a Company-wide reduction in
                              officers' salaries;

                        (ii)  Involuntary discontinuance or reduction in the
                              Employee's incentive compensation award
                              opportunities under plans applicable to the
                              Employee and in existence at the time of a Change
                              in Control, unless a Company-wide reduction of all
                              officers' incentive award opportunities occurs
                              simultaneously with such discontinuance or
                              reduction;

                        (iii) Involuntary relocation to another office located
                              more than 50 miles from the Employee's office
                              location at the time the Change in Control occurs;

                        (iv)  Significant reduction in the Employee's
                              responsibilities and status within the Company's
                              organization or change in the Employee's title or
                              office without prior written consent of the
                              Employee;

                        (v)   Involuntary discontinuance of the Employee's
                              participation in any employee benefit plans
                              maintained by the Company unless such plans are
                              discontinued by reason of law or loss of tax
                              deductibility to the Company with respect to
                              contributions to such plans, or are discontinued
                              as a matter of the Company's policy applied
                              equally to all participants in such plans;

                        (vi)  Involuntary reduction of the Employee's paid
                              vacation to less than 20 working days per calendar
                              year;

                        (vii) Failure to obtain an assumption of the Company's
                              obligations under this Agreement by any successor
                              to the Company, regardless of whether such entity
                              becomes a successor to the Company as a


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                              result of a merger, consolidation, sale of the
                              assets of the Company, or other form of
                              reorganization; or

                       (viii) Termination of employment which is not effected
                              pursuant to a Notice of Termination satisfying the
                              requirements of paragraph 5 herein.

            5. Notice of Termination. Any purported termination of the
Employee's employment by the Company or by the Employee shall be communicated by
written Notice of Termination to the other party. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon, shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Employee's employment under the provisions so
indicated and shall specify a "Date of Termination."

            6. Compensation and Benefits Upon Termination.

            (a) If, after a Change in Control has occurred and prior to the
expiration of the term of this Agreement, the Employee's employment by the
Company shall be terminated: (1) by the Company other than for Cause,
Disability, Retirement, or death or (2) by the Employee for Good Reason, then
the Employee shall be entitled to the compensation and benefits provided in
subparagraph (c) below.

            (b) If either of the conditions in subparagraph (a) above are
satisfied, the Employee shall be eligible to receive the compensation and
benefits described in subparagraph (c) below. The compensation described in
subparagraphs (c)(1), (c)(2) and (c)(3) shall be paid by the Company to the
Employee in a lump sum on or before the fifth day following the Date of
Termination.

            For purposes of this Agreement, the term "Month" shall mean a period
of 30 days.

            (c) The compensation and benefits payable to an Employee pursuant to
this paragraph 6 shall be as follows:

                  (1) Base Salary to Date of Termination. The Company shall pay
            to the Employee his/her full base salary through the Date of
            Termination at the rate in effect at the time Notice of Termination
            is given or immediately preceding a Change in Control, whichever is
            higher.

                  (2) Base Salary. The Company shall pay to the Employee an
            amount equal to (i) the Employee's annual base salary (at the rate
            in effect at the time Notice of Termination is given or immediately
            preceding a Change in Control, whichever is higher) multiplied by
            (ii) the lesser of the number indicated in Item 6(c)(2)A on Exhibit
            A, which Exhibit is attached hereto and incorporated by reference
            herein, or a fraction the numerator of which is the number of months
            from and including the month in which the Date of Termination occurs
            to and including the month in which the Employee would attain the
            age of 65 and the denominator of which is Item 6(c)(2)B on Exhibit
            A.



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                  (3) Incentive Compensation. The Company shall pay to the
            Employee an incentive award in an amount equal to (i) the incentive
            compensation payment the Employee would receive if payout was made
            at the "target" percentage for the Employee under the Company's
            Executive Incentive Plan in the year of Employee's Date of
            Termination multiplied by (ii) the lesser of the number indicated in
            Item 6(c)(3)A on Exhibit A, or a fraction the numerator of which is
            the number of months from and including the month in which the Date
            of Termination occurs to and including the month in which the
            Employee would attain the age of 65 and denominator of which is the
            number indicated in Item 6(c)(3)B on Exhibit A.

                  (4) Stock Plans. The Employee shall be entitled to immediate
            vesting of all stock options and other stock, phantom stock, stock
            appreciation rights or similar arrangements in which he
            participates. Notwithstanding any plan provisions to the effect that
            rights under any such plan terminate upon termination of employment,
            the Employee shall be given the longer of 90 days after the Date of
            Termination, or the remaining period provided in the grant, to
            realize or exercise all rights or options provided under such plans.

                  (5) Medical Benefits and Life Insurance. The Company shall
            maintain in full force and effect for the Employee's continued
            benefit until the earlier of the anniversary listed in Item 6(c)(5)A
            on Exhibit A of the Date of Termination or the calendar month in
            which the Employee reaches the age of 67, all medical insurance
            (including health care, dental and prescription drug insurance),
            life insurance, and accidental death and dismemberment insurance
            (including conversion rights), with coverage and limits identical to
            those in effect with respect to the Employee immediately prior to
            the Change in Control. If the Employee is a participant in the
            Company's Executive Committee Life Insurance Program, the Company
            shall pay the premium for the Employee on such insurance for a
            period ending the earlier of the period listed in Item 6(c)(5)B on
            Exhibit A after the Date of Termination or the calendar month in
            which the Employee reaches the age of 67, plus an additional amount
            to the Employee equal to the Employee's projected federal, state,
            county and municipal income taxes on the premiums so paid, which
            projected taxes shall be calculated at the highest marginal tax
            rates. For the sole purpose of determining the Employee's
            eligibility to participate in the Company's medical, life, and
            accidental death and dismemberment insurance plans, the Employee
            shall be considered to be on a paid leave of absence as long as
            he/she is receiving benefits under this Agreement.

            In lieu of the benefits provided to Employee under this subparagraph
            6(c)(5) for medical insurance, within six months after the Date of
            Termination, the Employee may irrevocably elect in writing to
            receive a lump sum cash payment. The payment will equal the
            Company's current cost to provide the medical insurance benefits
            over the remaining period (without a present value reduction). The
            amount payable under this paragraph shall be paid by the Company to
            the Employee on or before the 14th day following the receipt by the
            Company of the writing from the Employee.



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            (6) Executive Supplemental Retirement Plan. The following shall
            apply for purposes of calculating the Employee's benefits under the
            FirstMerit Corporation Executive Supplemental Retirement Plan (the
            "SERP"):

                        (i) for purposes of calculating the Employee's Monthly
                  Retirement Income (as defined in the SERP) under Sections 4.01
                  and 4.02 of the SERP and for purposes of determining the
                  Employee's vested Monthly Retirement Income under Section 4.05
                  of the SERP, the Employee's Years of Service (as defined in
                  the SERP) shall be increased by the Employee's Protection
                  Period (as hereinafter defined);

                        (ii) for purposes of calculating the Employee's Monthly
                  Retirement Income under Section 4.02 of the SERP, the
                  Employee's Attained Age (as defined in the SERP) shall be
                  increased by the Employee's Protection Period (as hereinafter
                  defined); and

                        (iii) the Employee's Average Monthly Earnings for
                  purposes of the SERP shall be deemed to be equal to the total
                  of (A) the highest, monthly base salary earned by the Employee
                  during the 24 months immediately preceding the Change in
                  Control and (B) the incentive compensation payment the
                  Employee would receive if payout was made at the "target"
                  percentage for the Employee under the Company's Executive
                  Incentive Plan in the year of Employee's Date of Termination
                  divided by 12.

            The terms of this subparagraph (6) shall supersede any contrary
provisions of the SERP and any membership agreement executed between the Company
and the Employee in connection with the Employee's participation in the SERP,
unless expressly provided otherwise in such membership agreement. The Employee's
SERP benefit, calculated using the provisions of subparagraphs 6(i), (ii) and
(iii) above, is assumed to commence on the earliest date upon which the Employee
is eligible to retire under the SERP for purposes of determining the Actuarial
Equivalent (as defined in the SERP) of such benefit. Further, for purposes of
this subparagraph (6), the Employee's Protection Period is 24 months.

            (7) Outplacement Fees. For a period not to exceed one year after the
            Date of Termination, the Company will pay the reasonable expenses
            associated with outplacement training of the Employee by a
            professional placement firm and in an amount not to exceed that
            listed as Item 6(c)(7) on Exhibit A.

            7. Overall Limitation on Benefits. Notwithstanding any provision in
this Agreement to the contrary, if the compensation and benefits provided to the
Employee pursuant to or under this Agreement, either alone or with other
compensation and benefits received by the Employee, would constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code (the
"Code"), or the regulations adopted or proposed thereunder, then the
compensation and benefits payable pursuant to or under this Agreement shall be
reduced to the extent necessary so that no portion thereof shall be subject to
the excise tax imposed by Section 4999 of the Code. The Employee or any other
party entitled to receive the compensation or benefits hereunder may request a
determination as to whether the compensation or benefit would constitute a
parachute payment and, if requested, such determination shall be made by


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independent tax counsel selected by the Company and approved by the party
requesting such determination. In the event that any reduction is required under
this paragraph 7, the Company shall consult with the Employee in determining the
order in which compensation and benefits shall be reduced.

            8. Legal Fees. The Company shall pay all legal fees and expenses
incurred by the Employee in enforcing any right or benefit provided by this
Agreement.

            9. Term of Agreement. This Agreement shall continue in effect until
the earliest to occur of the following:

                  (1) the last day of the month which is the number of months
            listed in Item 9(1) on Exhibit A, after a Change in Control occurs;
            or

                  (2) the date as of which the Employee is removed or resigns
            from his then titled position immediately before his removal or
            resignation, unless such removal or resignation occurs after a
            Change of Control and is for other than Cause, Disability,
            Retirement or death, in the case of removal, or for Good Reason, in
            the case of resignation.

            In the event that the Employee becomes entitled to the compensation
or benefits provided in paragraph 6 of this Agreement before an event of
termination occurs as provided in this paragraph 9, such compensation and
benefits shall continue for the period provided in paragraph 6 notwithstanding
the occurrence of such event of termination.

            10. Notice. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, provided that all
notices to the Company shall be directed to the attention of the President of
the Company with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

            11. Miscellaneous. No provisions of this Agreement may be modified,
waived, or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Employee and such officer as may be specifically
designated by the Board of Directors of the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar provisions or conditions at the same
or at any prior or subsequent time.

            This Agreement is intended to replace and supersede the existing
Termination Agreement between the parties which prior agreement shall become
invalid as of the date of signing of this Agreement. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement; provided, however, that this Agreement shall not
supersede or in any way limit the rights, duties of obligations you may have
under any other written agreement with the Company.



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            12. Validity. The validity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Ohio.

            13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original by all of which
together will constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date above first written.

                                    FirstMerit Corporation

                                    By:
                                        Christopher J. Maurer,
                                        Executive Vice President

                                    Employee:


                                    -----------------------------------------
                                    (Signature)


                                    -----------------------------------------
                                    (Print Name)




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                     Change in Control Termination Agreement

                                    EXHIBIT A

Name of Executive:         NAME              (print)
                   --------------------------


<TABLE>
<S>                                     <C>
Item 6(c)(2)A: Multiplied By:               2   (insert number)
                                        -------

Item 6(c)(2)B: Denominator:                12   (insert number)
                                        -------

Item 6(c)(3)A:                              2   (insert number)
                                        -------

Item 6(c)(3)B:                             12   (insert number)
                                        -------

Item 6(c)(5)A: Anniversary:               2nd   anniversary (insert number)
                                        -------

Item 6(c)(5)B: Years in Effect:            2    years (insert number)
                                        -------

Item 6(c)(7): Outplacement Fee:         $25,000
                                        -------

Item 9(1): Month:                         24    insert number)
                                        -------
</TABLE>




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</DOCUMENT>
