FIRSTMERIT CORP /OH/
EXHIBIT 10.2  AMEND 1992 DIRECTORS STOCK OPTION
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<TYPE>EX-10.2
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<FILENAME>l86159dex10-2.txt
<DESCRIPTION>EXHIBIT 10.2  AMEND 1992 DIRECTORS STOCK OPTION
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                                                                    EXHIBIT 10.2

                             FIRSTMERIT CORPORATION



                       1992 DIRECTORS STOCK OPTION PROGRAM
                      Amended and Restated October 21, 2000




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                       1992 DIRECTORS STOCK OPTION PROGRAM
                      Amended and Restated October 21, 2000

                                TABLE OF CONTENTS
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I.       INTRODUCTION ........................................................................................... 1
         A.       Purpose of the Program ........................................................................ 1
         B.       Definitions ................................................................................... 1

II.      PROGRAM ADMINISTRATION ................................................................................. 3
         A.       Administration ................................................................................ 3
         B.       Participation ................................................................................. 4
         C.       Maximum Number of Shares Available ............................................................ 4
         D.       Adjustments ................................................................................... 4
         E.       Registration Conditions ....................................................................... 4

III.     STOCK OPTIONS .......................................................................................... 5
         A.       Price ......................................................................................... 5
         B.       Period ........................................................................................ 5
         C.       Time of Exercise .............................................................................. 5
         D.       Exercise Procedures ........................................................................... 5
         E.       Payment ....................................................................................... 5
         F.       Termination of Service ........................................................................ 5

IV.      DIVIDEND UNITS ......................................................................................... 6
         A.       Awards of Dividend Units ...................................................................... 6
         B.       Valuation ..................................................................................... 6
         C.       Payment ....................................................................................... 6
         D.       Termination of Service ........................................................................ 6
         E.       Acceleration of Payments ...................................................................... 7

V.       GENERAL PROVISIONS ..................................................................................... 7
         A.       Amendment and Termination of Program .......................................................... 7
         B.       Government and Other Regulations .............................................................. 7
         C.       Other Compensation Plans and Programs ......................................................... 7
         D.       Miscellaneous Provisions ...................................................................... 7
         E.       Effective Dates ............................................................................... 9
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                                 I. INTRODUCTION

A.       PURPOSE OF THE PROGRAM

         FirstMerit Corporation (the "Company") has established the Program to
further its long-term financial success by offering stock, and stock-based
compensation to non-employee directors of the Company whereby they can share in
achieving and sustaining such success.

B.       DEFINITIONS

         When used in the Program, the following terms shall have the meanings
set forth below:

         "Award(s)" shall mean Non-Qualified Stock Options and Dividend Units
granted under the Program.

         "Company" shall mean FirstMerit Corporation, an Ohio corporation and
any successor in a reorganization or similar transaction.

         "Board" shall mean the Board of Directors of the Company.

         "Change in Control" shall mean the occurrence of any one of the
following events:

                  (i) 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 two thirds (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 director of the Company initially as a result of an actual or
threatened election contest with respect to 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;

                  (ii) 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 (ii) shall not be deemed to
be a Change in Control by virtue of any of the following acquisitions:

                           (a)  by the Company or any Subsidiary,



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

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

                           (d)  pursuant to a Non-Control Transaction (as
                  defined in paragraph (iii)),  or

                           (e) a transaction (other than one described in (iii)
                  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 (e) does not constitute a
                  Change in Control under this paragraph (ii);

                  (iii) 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
stockholders, whether for such transaction or the issuance of securities in the
transaction (a "Business Combination"), unless immediately following such
Business Combination:

                           (a) 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,

                           (b) 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

                           (c) 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 (a), (b) and (c) above shall be deemed to be a
                  "Non-Control Transaction"); or
                  (iv) the stockholders of the Company approve a plan of
complete liquidation or



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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.

       "Code" shall mean the Internal Revenue Code of 1986, as amended.

       "Common Stock" shall mean the common stock of the Company, no par value
per share, and may be either stock previously authorized but unissued, or stock
reacquired by the Company.

       "Fair Market Value" shall mean with respect to a given day, the closing
sales price of a share of Common Stock, as reported by such responsible
reporting service as the Committee may select, or if there were no transactions
in the Common Stock on such day, then the last preceding day on which
transactions took place. The foregoing notwithstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem more
appropriate for Program purposes or as is required by applicable laws or
regulations.

       "Non-Qualified Stock Option" or "NQSO" shall mean a right to purchase the
Company's Common Stock which is not intended to comply with the terms and
conditions for a tax-qualified stock option, as set forth in Section 422 of the
Code, or such other sections of the Code as may be in effect from time to time.

       "Participant" shall mean a non-employee Director of the Company.

       "Program" shall mean the Company's 1992 Directors Stock Option Program.

       "Termination of Service" shall mean a cessation of the Director's
relationship with the Company for any reason.

                           II. PROGRAM ADMINISTRATION

  A.   ADMINISTRATION

         The Program shall be administered by the Secretary of the Company.
Subject to the express provisions of the Program, the Secretary shall have full
and exclusive authority to interpret the Program, and to make such
determinations deemed necessary or advisable in the implementation and
administration of the Program; provided, however, that subject to the express
provisions hereof or


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unless required by applicable law or regulation, no action of the Secretary
shall adversely affect the terms and conditions of any Award made to, or any
rights hereunder or under any grant letter of, any Participant, without such
Participant's consent.

B.     PARTICIPATION

       All Directors of the Company who are not also full-time employees of the
Company or a subsidiary shall be Participants in the Program and shall be
awarded options to purchase one thousand two hundred (1,200) shares each year on
the date following the annual shareholders meeting.

C.     MAXIMUM NUMBER OF SHARES AVAILABLE

       The maximum number of shares which may be granted under the Program is
two hundred thousand (200,000).

D.     ADJUSTMENTS

       In the event of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations, exchanges of shares, spin-offs,
liquidations, reclassifications or other similar changes in the capitalization
of the Company, the number of shares of Common Stock available for grant under
this Program shall be adjusted proportionately.

E.     REGISTRATION CONDITIONS

       1. Unless issued pursuant to a registration statement under the
Securities Act of 1933, as amended, no shares shall be issued to a Participant
under the Program unless the Participant represents and agrees with the Company
that such shares are being acquired for investment and not with a view to the
resale or distribution thereof, or such other documentation as may be required
by the Company, unless in the opinion of counsel to the Company such
representation, agreement or documentation is not necessary to comply with such
Act.

       2. Any restriction on the resale of shares shall be evidenced by an
appropriate legend on the stock certificate.

       3. The Company shall not be obligated to deliver any Common Stock until
it has been listed on each securities exchange on which the Common Stock may
then be listed or until there has been qualification under or compliance with
such federal or state laws, rules or regulations as the Company may deem
applicable. The Company shall use reasonable efforts to obtain such listing,
qualification and compliance.




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                               III. STOCK OPTIONS

       All stock options granted to Participants under the Program shall be
evidenced by agreements which shall be subject to applicable provisions of the
Program:

       A. PRICE: The option price per share shall be 100 percent of the Fair
Market Value of a share of Common Stock on the date of grant.

       B. PERIOD: Any option granted under the Program shall be exercisable for
a term of ten years from date of its grant.

       C. TIME OF EXERCISE: No option shall be exercisable until six months
following the date of grant.

       D. EXERCISE PROCEDURES: A stock option, or portion thereof, shall be
exercised by delivery of a written notice of exercise to the Company, and
payment of the full price of the shares being purchased.

       E. PAYMENT: The price of an exercised stock option, or portion thereof,
may be paid:

             1.   in cash or by check, bank draft or money order payable to the
                  order of the Company,

             2.   through the delivery of shares of Common Stock owned by the
             Participant, having an aggregate Fair Market Value as determined on
             the date of exercise equal to the option price, or

             3.   by a combination of both 1 and 2 above.

             The Secretary may impose such limitations and prohibitions on the
use of any shares of Common Stock to exercise a stock option as it deems
appropriate.

       F. TERMINATION OF SERVICE: In the event of Termination of Service, the
following provisions shall apply:

             1.   Discharge for Cause: All outstanding options shall be
             cancelled at termination.

             2.   Termination Other Than for Cause: Options shall be exercisable
             for a period equal to the lesser of five years or the remaining
             option term.




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                               IV. DIVIDEND UNITS

A.     AWARDS OF DIVIDEND UNITS

       1. One Dividend Unit shall be awarded to Participants in the Program with
respect to each share of Common Stock for which an option has been granted. When
a Participant receives an Award of Dividend Units, the Secretary shall cause to
be issued to such Participant a grant letter specifying the number of Dividend
Units granted and the applicable terms and conditions of the Award.

       2. An Award of a Dividend Units shall be made only in conjunction with a
stock option for Common Stock granted to the Participant under this Program.

B.     VALUATION

       1. The amount payable to a Participant in respect of each Dividend Unit
awarded to such Participant shall be equal to the aggregate dividends actually
paid on one share of Common Stock to the extent that such Participant held such
Dividend Unit on the record date established by the Board for payment of each
such dividend. A Participant shall be deemed to have held a Dividend Unit from
the date on which the Award of such Dividend Unit was made (or such later date
as may be specified in the related grant letter) to and including the date on
which the term of the Dividend Unit expires.

       2. The term of a Dividend Unit shall be the term of the stock option to
which it is attached. However, Dividend Units will accrue dividends only for the
first five years following grant.

C.     PAYMENT

       1. The amount payable to a Participant in respect of a Dividend Unit
shall be paid out by the Company to such Participant only upon the exercise of
the option to which it is attached.

       2. Upon payment to a Participant in respect of a Dividend Unit such
Dividend Unit shall be of no further force or effect.

D.     TERMINATION OF SERVICE

       In the event of Termination of Service, any Dividend Unit shall remain
outstanding for the duration of the stock option to which it is attached until
paid upon exercise, but it shall terminate upon termination, cancellation or
expiration of such stock option.




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E.     ACCELERATION OF PAYMENTS

       In the event of a Change in Control, the Company shall, promptly after
such Change in Control, make payment to each Participant in an amount equal to
the aggregate amount accrued on the Dividend Units held by such Participant on
the date of such Change in Control. Notwithstanding anything to the contrary or
any grant letter, after such Change in Control and for so long as a Participant
holds any Dividend Unit and dividends are accrued thereon, the Company shall
make payment to the Participant in respect of any such Dividend Unit at the same
time as payment of dividends on Common Stock is made.

                              V. GENERAL PROVISIONS

A.     AMENDMENT AND TERMINATION OF PROGRAM

       The Board may, at any time and from time to time, suspend or terminate
the Program in whole. The Program may not be amended without shareholder
approval.

B.     GOVERNMENT AND OTHER REGULATIONS

       The obligation of the Company to issue Awards under the Program shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any government agencies as may be required.

C.     OTHER COMPENSATION PLANS AND PROGRAMS

       The Program shall not be deemed to preclude the implementation by the
Company of other compensation plans or programs which may be in effect from time
to time.

D.     MISCELLANEOUS PROVISIONS

       1. Transferability: No right or interest of any Participant in any Award
under the Program shall be (a) assignable or transferable, except as expressly
stated herein, by will or the laws of descent and distribution or a valid
beneficiary designation made in accordance with procedures established by the
Secretary, or (b) liable for, or subject to, any lien, obligation or liability.

       The Board may, in its discretion, authorize all or a portion of the
options to be granted to a Participant, and may also amend outstanding options
to provide, that they be on terms which permit transfer by such Participant to
(i) the spouse, children or grandchildren of the Participant (the "Immediate
Family Members"), (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, (iii) a partnership in which such Immediate Family
Members are the only partners, (iv) a limited liability company in which such
Immediate Family Members are the only members; provided that (x) there may be no
consideration for any such transfer, (y) the stock option agreement




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pursuant to which such options are granted must be approved by the Board, and
must expressly provide for transferability in a manner consistent with this
Section, and (z) subsequent transfers of transferred options shall be prohibited
except those in accordance with the section(s) herein dealing with transfers by
will or the laws of descent and distribution, or pursuant to qualified domestic
relations order. Following transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer, provided that for all purposes hereof, the term "Participant" shall be
deemed to refer to the "Transferee." The events of termination of any option
will continue to be applied with respect to the original Participant, following
which the options shall be exercisable by the transferee only to the extent (if
at all), and for the periods specified in the Program or option agreement. The
Participant in all such cases will remain subject to and liable for the
withholding taxes due or payable upon exercise by the Transferee.

       The Board may also, in its discretion, pursuant to the requirements and
restrictions listed above except as listed in this paragraph, authorize all or a
portion of the options to be granted to a Participant, to permit a
non-conforming transfer, such as a sale to a family member or family corporation
for estate planning purposes. Nothing herein or in any action by the Board shall
be construed as an amendment to any option other than those expressly indicated
by the action of the Board.

       The Company shall not have any obligation to provide notice to the
Transferee of the termination or acceleration of an option for any reason.

       2. Designation of Beneficiary: A Participant, in accordance with
procedures established by the Secretary, may designate a person or persons to
receive, in the event of the Participant's death, (a) any payments with respect
to which the Participant would then be entitled, and (b) the right to continue
to participate in the Program to the extent of such Participant's outstanding
Awards. Such designation shall be made upon forms supplied by and delivered to
the Company and may be revoked in writing.

       3. Withholding Taxes: The Company may require a payment from a
Participant to cover applicable withholding for income and employment taxes. The
Company reserves the right to offset such tax payment from any other funds which
may be due the Participant by the Company.

       4. Program Expenses: Any expenses of administering the Program shall be
borne by the Company.

       5. Construction of Program: The interpretation of the Program and the
application of any rules implemented hereunder shall be determined solely in
accordance with the laws of the State of Ohio.

       6. Unfunded Program: The Program shall be unfunded, and the Company shall
not be required to segregate any assets which may at any time be represented by
Awards. Any liability of the Company to any person with respect to an Award
under this Program shall be based solely upon any obligations which may be
created by this Program; no such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.




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       7. Pronouns. Singular and Plural: The masculine may be read as feminine,
the singular as plural and the plural as singular as necessary to give effect to
the Program.

E.     EFFECTIVE DATES

       The Program became effective on approval by shareholders of the Company
at the Company's Annual Shareholders Meeting in April, 1992. The Program has
been amended effective January 1, 1997 to make certain non-material changes. The
Program has been further amended effective November 1, 1997 to amend the
provisions to allow for the transferability of options and to increase the
option shares awarded annually pursuant to the 2-for-1 stock split effective in
September 1997. The Program has been further amended effective October 21, 2000
to amend the definition of Change in Control. The Program and all outstanding
Awards shall remain in effect until all outstanding awards have been exercised,
expired or cancelled.




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