<PAGE> 1
The Registrant requests that this Registration Statement
become effective immediately upon filing in accordance with Rule 462
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1995
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRSTMERIT CORPORATION
(F/K/A FIRST BANCORPORATION OF OHIO)
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
OHIO 34-133938
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO 44308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1985 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
AND
1993 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
(FULL TITLE OF THE PLAN)
TERRY E. PATTON, SECRETARY AND GENERAL COUNSEL
FIRSTMERIT CORPORATION, III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO 44308
(216) 384-8000
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Kevin C. O'Neil, Esq., Brouse & McDowell
500 First National Tower, Akron, Ohio 44308 (216) 535-5711
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering registration
Registered Registered Share 1 Price 1 fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 355,311 shares $22.25 $7,905,670 $2,727
- ---------------------------------------------------------------------------------------------------------------
<FN>
1 Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933 on the basis of the average of the high and low prices reported in the consolidated
reporting system for the Common Stock of FirstMerit Corporation on January 25, 1995.
</TABLE>
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I on Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by FirstMerit Corporation (f/k/a, First
Bancorporation of Ohio) ("Company") with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934 ("Exchange Act") are
herein incorporated by reference:
(1) Annual Report on Form 10-K for its fiscal year ended December 31, 1993;
(2) Notice of 1994 Annual Meeting of its Shareholders and Proxy Statement
dated February 22, 1994;
(3) Current Report on Form 8-K dated August 16, 1994 and Current Report on
Form 8-K dated December 19, 1994;
(4) Quarterly Reports on Form 10-Q for the periods ended March 31, 1994,
June 30, 1994 and September 30, 1994;
(5) Form 10-C dated December 19, 1994; and
(6) Form S-4 filed September 16, 1994 and Form S-4/A filed October 26,
1994.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of the Company's Common Stock
described herein has been passed upon for the Company by Brouse & McDowell, 500
First National Tower, Akron, Ohio 44308-1471, (216) 535-5711. Philip A. Lloyd,
II, a partner of Brouse & McDowell, is a Director of the Company and
beneficially owns 149,232 shares of the Company's Common Stock.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article Sixth of the Restated Articles of Incorporation of the
Company, directors, officers, employees or agents of the Company, or persons
serving at its request as directors, trustees, officers, employees or agents of
any other entity or enterprise, are entitled to indemnification for all
liabilities and expenses reasonably incurred in connection with any claim,
action, suit or proceeding, civil, criminal, administrative or investigative,
to which any person shall be made a party by reason of his being or having been
a director, officer, employee or agent of the Company, or his acting or having
acted as a director, officer, employee or agent of any other entity or
enterprise upon the Company's request; provided, however, that such person
acted in good faith and in a manner he reasonably believed to be in the best
interests of the Company or not opposed to the best interest of the Company or
such other entity or enterprise and, with respect to a criminal proceeding,
where such person had no reasonable cause to believe his conduct was unlawful.
Indemnification does not extend to any actions or proceedings in which a person
is adjudged liable for negligence or misconduct in the performance of his
duties to the Company or such other entity, except for amounts which a court,
upon application and despite an adjudication of liability, may deem proper in
view of all of the circumstances of the case.
Article Sixth further provides that the termination of any claim, action,
suit or proceeding, civil or criminal, by settlement, judgment, conviction or
plea of nolo contendere shall not create a presumption that the person failed
to meet any standard of conduct set forth in Article Sixth. Any person who has
been wholly successful in the opinion of counsel shall be entitled to
indemnification as a matter of right. Except as provided in the preceding
sentence, indemnification shall be made by the Company if: (1) a quorum of
disinterested members, or members who have been wholly successful with respect
to such claim, action, suit or proceeding of the Board of Directors of the
Company determine that such person has met the standards of conduct set forth
in Article Sixth, (2) independent legal counsel set forth an opinion that such
person has met the standards of conduct set forth in Article Sixth, (3)
indemnification is approved by the affirmative vote of the majority of
shareholders of the Company entitled to vote on such proposal, or (4)
indemnification is approved by the court where any such suit, action or
proceeding is brought. The Company may advance, prior to final disposition,
expenses incurred with respect to any claim, action, suit or proceeding upon
receipt of an undertaking by or on behalf of the recipient to pay such amount
unless it is ultimately determined that he is entitled to indemnification.
These rights of indemnification inure to the benefit of the heirs of any person
entitled thereto.
The rights provided in Article Sixth are in addition to any rights provided
by contract or as a matter of law. Ohio Revised Code Section 1701.13(E)
includes indemnification provisions similar to Article Sixth. Section
1701.13(E) further authorizes a corporation to purchase and maintain insurance
on behalf of any director, trustee, officer, employee or agent for any
liability asserted against him or arising out of his status as such. The
Company presently maintains insurance for the benefit of persons entitled to
indemnification by it.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
See "Index to Exhibits."
3
<PAGE> 4
ITEM 9. UNDERTAKINGS
UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
registration statement is on Form S-3, S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
UNDERTAKING AS TO LIABILITY UNDER SECURITIES ACT OF 1933
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
UNDERTAKING WITH REGARD TO INDEMNIFICATION
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of the
registrant in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
[Signature Page Is Next]
[95250(v.1)]
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, State of Ohio, on February 1, 1995
FIRSTMERIT CORPORATION
By: /s/ Terry E. Patton
---------------------------------
Terry E. Patton, Senior Vice
President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Howard L. Flood February 1, 1995
- ------------------------------------------
Howard L. Flood Director, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Gary J. Elek February 1, 1995
- ------------------------------------------
Gary J. Elek Senior Vice President and
Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
John C. Blickle* February 1, 1995
- ------------------------------------------
John C. Blickle Director
Robert M. Carter* February 1, 1995
- ------------------------------------------
Robert M. Carter Director
February _, 1995
- ------------------------------------------
Richard A. Chenoweth Director
Elizabeth A. Dalton* February 1, 1995
- ------------------------------------------
Elizabeth A. Dalton Director
February _, 1995
- ------------------------------------------
Terry L. Haines Director
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
Richard L. Hardgrove* February 1, 1995
- ------------------------------------------
Richard L. Hardgrove Director
Clifford J. Isroff* February 1, 1995
- ------------------------------------------
Clifford J. Isroff Director
Philip A. Lloyd, II* February 1, 1995
- ------------------------------------------
Philip A. Lloyd, II Director
Robert G. Merzweiler* February 1, 1995
- ------------------------------------------
Robert G. Merzweiler Director
Stephen E. Myers* February 1, 1995
- ------------------------------------------
Stephen E. Myers Director
Gilbert H. Neal* February 1, 1995
- ------------------------------------------
Gilbert H. Neal Director
Roger T. Read* February 1, 1995
- ------------------------------------------
Roger T. Read Director
Justin T. Rogers, Jr.* February 1, 1995
- ------------------------------------------
Justin T. Rogers, Jr. Director
Del Spitzer* February 1, 1995
- ------------------------------------------
Del Spitzer Director
</TABLE>
Power of Attorney
*Terry E. Patton, pursuant to the Power of Attorney executed by each of the
directors, officers and committee members listed and indicated as signing
above, and filed with the Securities and Exchange Commission as an Exhibit to
this registration statement, by signing his name hereto does hereby sign and
execute this registration statement on behalf of each of the directors,
officers and committee members listed and indicated as signing above in the
capacity or capacities in which the name of each appears.
Dated: February 1, 1995 By: /s/ Terry E. Patton
----------------------------
Terry E. Patton
6
<PAGE> 7
INDEX OF EXHIBITS
5 Opinion of Brouse & McDowell, counsel for FirstMerit
Corporation regarding legality of the securities to be
registered
10(a) 1985 FirstMerit Corporation Stock Plan (CV)
10(b) 1993 FirstMerit Corporation Stock Plan (CV)
23(a) Consent of Coopers & Lybrand
23(b) Consent of Brouse & McDowell, counsel for FirstMerit
Corporation (contained in the opinion of Brouse & McDowell
filed herewith as Exhibit 5)
24 Power of Attorney
<PAGE> 1
BROUSE & EXHIBIT 5
MCDOWELL
================
A LEGAL PROFESSIONAL ASSOCIATION
500 First National Tower Akron, Ohio 44308-1471 Akron: 216/535-5711
Cleveland: 216/659-4620 Fax: 216/253-8601/8602
February 1, 1994
FirstMerit Corporation
III Cascade Plaza, 7th Floor
Akron, Ohio 44308
Gentlemen:
Reference is made to your Registration Statement on Form S-8 filed with the
Securities and Exchange Commission ("Commission") with respect to the 1985
FirstMerit Corporation Stock Plan (CV) and the 1993 FirstMerit Corporation
Stock Plan (CV) (the "Plans") and 355,311 shares of FirstMerit Corporation's
(the "Company") common stock, no par value ("Shares") to be offered pursuant to
the Registration Statement and terms and conditions of the Plans. We have
acted as legal counsel for you in connection with such Registration Statement
and we have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that:
1. The Company is a duly organized and existing corporation in good
standing under the laws of the State of Ohio.
2. The Shares that may be issued or transferred and sold pursuant to
the Registration Statement are duly authorized, and will be, when issued or
transferred and sold in accordance with the Registration Statement, the
prospectus and the Plans, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect the
registration of the Shares.
Very truly yours,
BROUSE & McDOWELL
/s/ Brouse & McDowell
[95-111]
[95285]
<PAGE> 1
EXHIBIT 10(A)
1985 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
<PAGE> 2
1985 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
AS AMENDED AND RESTATED EFFECTIVE JANUARY 31, 1995
- --------------------------------------------------------------------------------
1. PURPOSE. The purpose of the 1985 FirstMerit Corporation Stock Plan
(CV) (the "Plan") is to advance the interests of FirstMerit Corporation, its
affiliates and subsidiaries (hereinafter referred to collectively as the
"Corporation") and its shareholders by providing a means whereby key employees
of the Corporation may be given an opportunity to purchase stock and to share
in the increase in the Corporation's market value by the exercise of options
and stock appreciation rights granted under the Plan. The Corporation's
purpose in granting options is to retain present personnel upon whose judgment,
initiative and efforts the successful conduct of the business of the
Corporation largely depends, and to attract new personnel. This purpose will
be achieved through the granting under the Plan of (a) incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), (b) non-qualified stock options (all options other than
incentive stock options), and (c) tandem stock appreciation rights. Incentive
and non-qualified stock options shall hereinafter be referred to as "Options"
and stock appreciation rights shall be referred to as "Rights."
2. ADMINISTRATION. The plan shall be administered by the Compensation
Committee, (the "Committee"), which shall be comprised of directors of the
Corporation who shall be appointed by and serve at the pleasure of the Board of
Directors (the "Board") of the Corporation. Members of the Committee shall be
"disinterested persons" within the meaning of such term in the rules
promulgated from time to time under Section 16 of the Securities Exchange Act
of 1934, as amended. The Committee shall have full and final authority with
respect to the Plan to (i) interpret all provisions of the Plan consistent with
law; (ii) designate the key employees to receive grants of Options; (iii)
determine the number and type of Options to be granted to each key employee;
(iv) specify the number of shares subject to each Option and whether the
Options will have tandem Rights, and if so, to what extent; (v) prescribe the
form and terms of instruments evidencing any Options and Rights granted under
this Plan; (vi) make special awards when appropriate; (vii) adopt, amend and
rescind general and special rules and regulations for the Plan's
administration; and (viii) make all other determinations necessary or advisable
for the administration of this Plan.
3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING OPTIONS.
Participation in the Plan shall be determined by the Committee and shall be
limited to key employees. In making any determination as to the employees to
whom Options shall be granted and as to the number of shares to be subject
thereto, the Committee shall take into account, in each case, the level and
responsibility of the employee's position, the level of the employee's
performance, the employee's level of compensation, the assessed potential of
the employee and such other factors as the Committee shall deem relevant to the
accomplishment of the purposes of the Plan.
The aggregate fair market value (determined as of the time the incentive
stock option is granted) of the stock with respect to which such incentive
stock option is exercisable for the first time by such employee during any
calendar year (under this Plan and all other stock option plans of the
Corporation) shall not exceed $100,000. To the extent that an option does not
qualify as an incentive stock option by reason of the foregoing fair market
value limitation, it shall be treated
<PAGE> 3
as a non-qualified stock option and shall be governed by the pertinent terms
and conditions of this Plan.
Options not intended to qualify as incentive stock options (i.e.,
non-qualified stock options) under Section 422 of the Code may be granted to
any Plan participant without regard to the Section 422 limitation.
Directors of the Corporation who are not also key employees are not
eligible to participate in the Plan.
4. STOCK SUBJECT TO PLAN. Subject to adjustments as provided in Section
7(a) hereof, the stock to be offered under this Plan shall be authorized but
unissued common shares or Treasury stock of the Corporation. The aggregate
number of shares to be issued under this Plan shall not exceed 317,921 shares.
This number may be adjusted to reflect any change in the capitalization of the
Corporation resulting from a stock dividend or a stock split or other
adjustment contemplated by Section 7(a) of the Plan and occurring after the
adoption of this Plan. The Corporation will maintain records showing the
cumulative total of all shares subject to Options outstanding under this Plan.
If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised, the unpurchased shares subject thereto
shall again be available for the purposes of this Plan. If a Right related to
an Option is exercised in whole or in part for cash, all or a portion of the
related Option, as the case may be, shall be surrendered. The shares subject
thereto shall be available for future issuance under this Plan. If a Right is
exercised in whole or in part for stock, the number of shares received by the
participant shall be deducted from the number of shares available for future
issuance under this Plan.
5. OPTIONS.
(a) ALLOTMENT OF SHARES. The Committee may in its sole discretion and
subject to the provisions of the Plan, grant to participants, at such times as
it deems appropriate following adoption of the Plan by the Board, Options to
purchase shares. Options granted under this Plan may be: (i) Options which are
intended to qualify as incentive stock options under Section 422 of the Code;
or (ii) Options which are not intended to qualify under Section 422 of the
Code.
Options may be allowed to participants in such amounts, subject to the
limitations specified in this Section, as the Committee, in its sole
discretion, may from time to time determine.
(b) OPTION PRICE. The price per share at which each Option granted
under the Plan may be exercised shall not, as to any particular Option, be less
than one hundred percent (100%) of the fair market value of the stock at the
time such Option is granted. In the case of a participant who is granted an
incentive stock option and who owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation (as determined under Section 424(d) of the Code) at the time the
Option is granted, the Option price shall not be less than one hundred ten
percent (110%) of the fair market value of the stock at the time the Option is
granted.
2
<PAGE> 4
If the Corporation's stock is traded other than on a national
securities exchange at the time of the granting of an Option, then the price
per share shall be not less than the average between the bid and asked price on
the date the Option is granted or, if there is no bid and asked price on said
date, then on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the Committee shall
make a good faith determination of the price per share. If the Corporation's
stock is listed on a national securities exchange at the time of granting an
Option, then the price per share shall be no less than the average of the
highest and lowest selling price on such exchange on the date such Option is
granted or, if there were no sales on said date, then on the next prior
business day on which there were sales. The date on which the Committee
approves the granting of an Option shall be deemed the date on which the Option
is granted.
(c) OPTION PERIOD. An Option granted under the Plan shall terminate,
and the right of the participant (or his estate, personal representative, or
beneficiary) to purchase shares upon exercise of the Option shall expire, on
the date determined by the Committee at the time the Option is granted. No
Option, however, may have a life of more than ten years after the date on which
it is granted. In the case of a participant who owns stock representing more
than ten percent (10%) of the total combined voting power of all classes of the
Corporation's stock, no incentive stock option may have a life of more than
five years after the date on which it is granted. Options granted in tandem
with Rights shall automatically terminate if and to the extent the tandem
Rights are exercised.
(d) EXERCISE OF OPTIONS.
(1) BY A PARTICIPANT DURING CONTINUOUS EMPLOYMENT. Unless
otherwise determined by the Committee, an Option will be exercisable
immediately after the date the Option was granted.
During the lifetime of a participant to whom an Option is granted,
the Option may be exercised only by the participant, his attorney-in-fact, or
his guardian as hereinafter provided.
A participant who has been continuously employed by the
Corporation (or a predecessor in interest) since the date of Option grant is
eligible to exercise all Options granted up to the date specified by the
Committee for the termination of such Options. The Committee will decide in
each case to what extent leaves of absence for government or military service,
illness, temporary disability, or other reasons shall not for this purpose be
deemed interruptions of continuous employment.
(2) BY A FORMER EMPLOYEE. Participants who terminate employment
with the Corporation for reasons other than retirement, permanent and total
disability or death, must exercise all Options previously awarded within ninety
(90) days after such termination (but no later than the end of the fixed term
of the Option). Failure to exercise all Options within such time period will
result in their forfeiture.
(3) IN CASE OF RETIREMENT. If a participant who was granted an
Option retires, the Option must be exercised as follows: (i) incentive stock
options may be exercised within ninety (90) days of such termination (but no
later than the termination date assigned to the
3
<PAGE> 5
incentive stock options by the Committee) and (ii) non-qualified stock options
must be exercised before the date assigned by the Committee for their
termination. If the participant should become permanently and totally disabled
or die within the aforementioned ninety (90) day period following termination,
the incentive stock option provisions contained in Section 5(d), Paragraphs 4
and 5 hereof, shall apply. The Options may be exercised only for the number of
shares for which they could have been exercised at the time the participant
retired.
(4) IN CASE OF PERMANENT AND TOTAL DISABILITY. If a participant
who was granted an Option terminates employment with the Corporation because of
permanent and total disability, the Option must be exercised as follows: (i)
incentive stock options must be exercised within one year of such termination
(but no later than the termination date assigned to the incentive stock options
by the Committee) and (ii) non-qualified stock options must be exercised before
the date assigned by the Committee for their termination. The Option may be
exercised only for the number of shares for which it could have been exercised
at the time the participant terminated employment with the Corporation.
(5) IN CASE OF DEATH. If a participant who was granted an Option
dies, the Option (both incentive and non-qualified stock options) must be
exercised no later than the end of the fixed term of the Option by his estate,
or by a person who acquired the right to exercise the Option by bequest or
inheritance. The Option may be exercised only for the number of shares for
which it could have been exercised at the time the participant died.
(6) SEQUENTIAL EXERCISE REQUIREMENT. Notwithstanding anything to
the contrary herein contained, if a participant was granted an incentive stock
option hereunder prior to December 31, 1986 and at the time of grant such
participant had one or more outstanding incentive stock options to purchase
stock in the Corporation or in a corporation which (at the time of granting
such option) was a parent or subsidiary or a predecessor of any such
corporations, then all such incentive stock options granted prior to December
31, 1986 must be exercised in the sequential order in which they were granted.
No such sequential exercise requirement shall apply to any
non-qualified stock option granted hereunder nor to any incentive stock option
granted after December 31, 1986.
(7) TERMINATION OF OPTIONS. An Option granted under this Plan
shall be considered terminated in whole or in part, to the extent that, in
accordance with the provisions of this Plan, it can no longer be exercised for
shares originally subject to the Option.
(e) METHOD OF EXERCISE. Each Option granted under this Plan shall be
deemed exercised when the holder shall indicate the decision to do so in
writing delivered to the Corporation, and, shall at the same time tender to the
Corporation payment in full in cash for the shares for which the Option is
exercised and shall comply with such other reasonable requirements, including
requirements relating to withholding of taxes, as the Committee may establish
pursuant to Section 7(c) of the Plan.
4
<PAGE> 6
This provision shall not preclude exercise of or payment for an Option
by any other proper legal method specifically approved by the Committee. No
person, estate or other entity shall have any of the rights of a shareholder
with reference to shares subject to an Option until a certificate for the
shares has been delivered.
An Option granted under this Plan may be exercised for any lesser
number of shares than the full amount for which it could be exercised. Such a
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan for the remaining shares subject
to the Option.
6. RIGHTS.
(a) GRANT. The Committee may grant Rights concurrently with the grant
of an Option or, in the case of an Option which is not an incentive stock
option, with respect to an outstanding Option.
(b) LIMITATIONS ON EXERCISE. Rights shall be exercisable at such time
or times and to the extent, but only to the extent, that the Option to which
they relate shall be exercisable. Rights shall automatically terminate if and
to the extent the connected Option terminates or is exercised.
Rights shall be subject to any other terms and conditions not
inconsistent with the Plan as may from time to time be approved by the
Committee.
(c) EXERCISE. Rights entitle the holder of an Option in connection
with which such Rights are granted, upon exercise of the Rights, to surrender
the Option, or any applicable portion thereof, to the extent unexercised, and
to receive cash, common stock or combinations of the foregoing, as determined
by the Committee. The participant shall receive payment in an amount equal to
the excess of the fair market value of the shares of common stock subject to
such Option (or portion thereof) surrendered over the Option price of such
shares.
(d) METHOD OF EXERCISE. Each Right granted under this Plan shall be
exercised by the holder indicating the decision to do so in writing delivered
to the Corporation and complying with such other reasonable requirements as the
Committee may establish, pursuant to Section 7(c) of the Plan.
This provision shall not preclude exercise of a Right by any other
proper legal method specifically approved by the Committee. Any exercise of
Rights by a participant involving a cash settlement may be made only in a
manner consistent with the requirements for the exemption provided by Rule
16b-3 under the Securities Exchange Act of 1934.
No person, estate or other entity shall have any of the rights of a
shareholder with references to shares subject to a Right until a certificate
for the shares has been delivered.
A Right granted under this Plan may be exercised for any lesser number of
shares than the full amount for which it could be exercised. Such a partial
exercise of a Right shall not affect the right to exercise the Right from time
to time in accordance with this Plan for the remaining shares subject to the
Right.
5
<PAGE> 7
(e) TERMINATION OF OPTION. To the extent that Rights shall be
exercised, the Option in connection with which the Rights have been granted
shall be deemed to have terminated for a reason other than the exercise thereof
for the purpose of the maximum limitation in the aggregate number of shares
that may be delivered under this Plan and only the number of shares delivered
on exercise of the Rights shall be charged against the maximum number of shares
which may be delivered under this Plan, as set forth in Section 4 of the Plan.
7. OTHER PROVISIONS.
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the shares subject to the Plan or to any Option granted under the
Plan by reason of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split-up, combination, or exchange of shares, or other
change in the corporate structure of the Corporation, the aggregate number of
shares as to which Options may thereafter be granted under the Plan, the number
of shares subject to each outstanding Option, and the Option price with respect
to the shares shall be appropriately adjusted by the Committee and such
adjustments shall be final, binding and conclusive.
(b) NON-TRANSFERABILITY. No Option or Right granted to a participant
under this Plan shall be transferable other than by will or the laws of descent
and distribution.
(c) COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option
or Right shall be exercisable and no shares will be delivered under this
Plan except in compliance with all applicable Federal and state laws and
regulations including, without limitation, compliance with withholding tax
requirements and with the rules of all domestic stock exchanges on which the
Corporation's shares may be listed. Any share certificate issued to evidence
shares for which an Option is exercised may bear legends and statements the
Committee shall deem advisable to assure compliance with Federal and state laws
and regulations. No Option or Right shall be exercisable and no shares will be
delivered under this plan until the Corporation has obtained consent or
approval from regulatory bodies, Federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an Option or Right by a person or estate
acquiring the right to exercise the Option or Right by bequest or inheritance,
the Committee may require reasonable evidence as to the ownership of the Option
or Right and may require consents and releases of taxing authorities that it
may deem advisable.
(d) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any participant under this Plan any right to
continue in the employ of the Corporation, or shall in any way affect the right
and power of the Corporation to terminate the employment of any participant
under this Plan at any time with or without assigning a reason therefor, to the
same extent as the Corporation might have done if this Plan had not been
adopted.
6
<PAGE> 8
(e) AMENDMENT AND TERMINATION. The Board may at any time suspend,
amend or terminate this Plan. Except for adjustments made in accordance with
Section 7(a), neither the Board nor the Committee may, without the consent of
the holder of the Option or Right, alter or impair any Option or Right
previously granted under the Plan. No Option or Right may be granted during
any suspension of the Plan or after such termination.
In addition to Board approval of an amendment, if the amendment would: (i)
materially increase the benefits accruing to participants; (ii) increase the
number of securities issuable under this Plan (other than in accordance with
the provisions of Section 7(a)); or (iii) modify the requirements for
eligibility, then such amendment shall be approved by the holders of a majority
of the Corporation's outstanding capital stock represented and entitled to vote
at a meeting held for the purpose of approving such amendment.
(f) EFFECTIVE DATE OF THE PLAN AND AMENDMENTS. This Plan was
adopted by the board of directors of The Citizens Savings Bank of Canton
("Citizens Savings") on July 22, 1985 as the "Stock Option Plan" and became
effective on December 1, 1985; this Plan was approved by the shareholders of
Citizens Savings on January 20, 1986. The Plan was amended by the board of
directors of The CIVISTA Corporation ("CIVISTA"), successor in interest to
Citizens Savings, on and effective April 21. 1992. The Board of the
Corporation assumed the Plan as amended and restated herein effective January
31, 1995, conditioned upon the merger of CIVISTA by and into the Corporation.
(g) DURATION OF THE PLAN. Unless previously terminated by the Board,
this Plan shall terminate at the close of business on November 30, 1995, and no
Option or Right shall be granted under it thereafter, but such termination
shall not affect any Option or Right theretofore granted.
7
<PAGE> 1
EXHIBIT 10(B)
1993 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
<PAGE> 2
1993 FIRSTMERIT CORPORATION
STOCK PLAN (CV)
AS AMENDED AND RESTATED EFFECTIVE JANUARY 31, 1995
- --------------------------------------------------------------------------------
1. PURPOSE. The purpose of the 1993 FirstMerit Corporation Stock Plan
(CV) (the "Plan") is to advance the interests of FirstMerit Corporation, its
affiliates and subsidiaries (hereinafter referred to collectively as the
"Corporation") and its shareholders by providing a means whereby key employees
of the Corporation may be given an opportunity to purchase stock and to share
in the increase in the Corporation's market value by the exercise of options
and stock appreciation rights granted under the Plan. The Corporation's
purpose in granting options is to retain present personnel upon whose judgment,
initiative and efforts the successful conduct of the business of the
Corporation largely depends, and to attract new personnel. This purpose will
be achieved through the granting under the Plan of (a) incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), (b) non-qualified stock options (all options other than
incentive stock options), and (c) tandem stock appreciation rights. Incentive
and non-qualified stock options shall hereinafter be referred to as "Options"
and stock appreciation rights shall be referred to as "Rights."
2. ADMINISTRATION. The plan shall be administered by the Compensation
Committee, (the "Committee"), which shall be comprised of directors of the
Corporation who shall be appointed by and serve at the pleasure of the Board of
Directors (the "Board") of the Corporation. Members of the Committee shall be
"disinterested persons" within the meaning of such term in the rules
promulgated from time to time under Section 16 of the Securities Exchange Act
of 1934, as amended. The Committee shall have full and final authority with
respect to the Plan to (i) interpret all provisions of the Plan consistent with
law; (ii) designate the key employees to receive grants of Options; (iii)
determine the number and type of Options to be granted to each key employee;
(iv) specify the number of shares subject to each Option and whether the
Options will have tandem Rights, and if so, to what extent; (v) prescribe the
form and terms of instruments evidencing any Options and Rights granted under
this Plan; (vi) make special awards when appropriate; (vii) adopt, amend and
rescind general and special rules and regulations for the Plan's
administration; and (viii) make all other determinations necessary or advisable
for the administration of this Plan.
3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING OPTIONS.
Participation in the Plan shall be determined by the Committee and shall be
limited to key employees. In making any determination as to the employees to
whom Options shall be granted and as to the number of shares to be subject
thereto, the Committee shall take into account, in each case, the level and
responsibility of the employee's position, the level of the employee's
performance, the employee's level of compensation, the assessed potential of
the employee and such other factors as the Committee shall deem relevant to the
accomplishment of the purposes of the Plan.
The aggregate fair market value (determined as of the time the incentive
stock option is granted) of the stock with respect to which such incentive
stock option is exercisable for the first time by such employee during any
calendar year (under this Plan and all other stock option plans of the
Corporation) shall not exceed $100,000 or any other maximum limitation in
effect at the time the Option is granted under Section 422 of the Code or any
successor provision. To the extent that an option does not qualify as an
incentive stock option by reason of the foregoing fair
<PAGE> 3
market value limitation, it shall be treated as a non-qualified stock option
and shall be governed by the pertinent terms and conditions of this Plan.
Options not intended to qualify as incentive stock options (i.e.,
non-qualified stock options) under Section 422 of the Code may be granted to
any Plan participant without regard to the Section 422 limitation.
Directors of the Corporation who are not also key employees are not
eligible to participate in the Plan.
4. STOCK SUBJECT TO PLAN. Subject to adjustments as provided in Section
7(a) hereof, the stock to be offered under this Plan shall be authorized but
unissued common shares or Treasury stock of the Corporation. The aggregate
number of shares to be issued under this Plan shall not exceed 37,390 shares.
This number may be adjusted to reflect any change in the capitalization of the
Corporation resulting from a stock dividend or a stock split or other
adjustment contemplated by Section 7(a) of the Plan and occurring after the
adoption of this Plan. The Corporation will maintain records showing the
cumulative total of all shares subject to Options outstanding under this Plan.
If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised, the unpurchased shares subject thereto
shall again be available for the purposes of this Plan. If a Right related to
an Option is exercised in whole or in part for cash, all or a portion of the
related Option, as the case may be, shall be surrendered. The shares subject
thereto shall be available for future issuance under this Plan. If a Right is
exercised in whole or in part for stock, the number of shares received by the
participant shall be deducted from the number of shares available for future
issuance under this Plan.
5. OPTIONS.
(a) ALLOTMENT OF SHARES. The Committee may in its sole discretion and
subject to the provisions of the Plan, grant to participants, at such times as
it deems appropriate following adoption of the Plan by the Board, Options to
purchase shares. Options granted under this Plan may be: (i) Options which are
intended to qualify as incentive stock options under Section 422 of the Code;
or (ii) Options which are not intended to qualify under Section 422 of the
Code.
Options may be allowed to participants in such amounts, subject to the
limitations specified in this Section, as the Committee, in its sole
discretion, may from time to time determine.
(b) OPTION PRICE. The price per share at which each Option granted
under the Plan may be exercised shall not, as to any particular Option, be less
than one hundred percent (100%) of the fair market value of the stock at the
time such Option is granted. In the case of a participant who is granted an
incentive stock option and who owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation (as determined under Section 424(d) of the Code) at the time the
Option is granted, the Option price shall not be less than one hundred ten
percent (110%) of the fair market value of the stock at the time the Option is
granted, unless otherwise provided under any applicable provision of the Code.
2
<PAGE> 4
If the Corporation's stock is traded other than on a national
securities exchange at the time of the granting of an Option, then the price
per share shall be not less than the average between the bid and asked price on
the date the Option is granted or, if there is no bid and asked price on said
date, then on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the Committee shall
make a good faith determination of the price per share. If the Corporation's
stock is listed on a national securities exchange at the time of granting an
Option, then the price per share shall be no less than the average of the
highest and lowest selling price on such exchange on the date such Option is
granted or, if there were no sales on said date, then on the next prior
business day on which there were sales. The date on which the Committee
approves the granting of an Option shall be deemed the date on which the Option
is granted.
(c) OPTION PERIOD. An Option granted under the Plan shall terminate,
and the right of the participant (or his estate, personal representative, or
beneficiary) to purchase shares upon exercise of the Option shall expire, on
the date determined by the Committee at the time the Option is granted. No
Option, however, may have a life of more than ten years after the date on
which it is granted. In the case of a participant who owns stock representing
more than ten percent (10%) of the total combined voting power of all classes
of the Corporation's stock, no incentive stock option may have a life of more
than five years after the date on which it is granted, unless otherwise
provided under any applicable provision of the Code. Options granted in
tandem with Rights shall automatically terminate if and to the extent the
tandem Rights are exercised.
(d) EXERCISE OF OPTIONS.
(1) BY A PARTICIPANT DURING CONTINUOUS EMPLOYMENT. Unless
otherwise determined by the Committee, an Option will be exercisable
immediately after the date the Option was granted.
During the lifetime of a participant to whom an Option is granted,
the Option may be exercised only by the participant, his attorney-in-fact, or
his guardian as hereinafter provided.
A participant who has been continuously employed by the
Corporation (or a predecessor in interest) since the date of Option grant is
eligible to exercise all Options granted up to the date specified by the
Committee for the termination of such Options. The Committee will decide in
each case to what extent leaves of absence for government or military service,
illness, temporary disability, or other reasons shall not for this purpose be
deemed interruptions of continuous employment.
(2) BY A FORMER EMPLOYEE. Participants who terminate employment
with the Corporation for reasons other than retirement, permanent and total
disability or death, must exercise all Options previously awarded within ninety
(90) days after such termination (but no later than the end of the fixed term
of the Option). Failure to exercise all Options within such time period will
result in their forfeiture.
3
<PAGE> 5
(3) IN CASE OF RETIREMENT. If a participant who was granted an
Option retires, the Option must be exercised as follows: (i) incentive stock
options may be exercised within ninety (90) days of such termination (but no
later than the termination date assigned to the incentive stock options by the
Committee) and (ii) non-qualified stock options must be exercised before the
date assigned by the Committee for their termination. If the participant
should become permanently and totally disabled or die within the aforementioned
ninety (90) day period following termination, the incentive stock option
provisions contained in Section 5(d), Paragraphs 4 and 5 hereof, shall apply.
The Options may be exercised only for the number of shares for which they could
have been exercised at the time the participant retired.
(4) IN CASE OF PERMANENT AND TOTAL DISABILITY. If a participant
who was granted an Option terminates employment with the Corporation because of
permanent and total disability, the Option must be exercised as follows: (i)
incentive stock options must be exercised within one year of such termination
(but no later than the termination date assigned to the incentive stock options
by the Committee) and (ii) non-qualified stock options must be exercised before
the date assigned by the Committee for their termination. The Option may be
exercised only for the number of shares for which it could have been exercised
at the time the participant terminated employment with the Corporation.
(5) IN CASE OF DEATH. If a participant who was granted an Option
dies, the Option (both incentive and non-qualified stock options) must be
exercised no later than the end of the fixed term of the Option by his estate,
or by a person who acquired the right to exercise the Option by bequest or
inheritance. The Option may be exercised only for the number of shares for
which it could have been exercised at the time the participant died.
(6) TERMINATION OF OPTIONS. An Option granted under this Plan
shall be considered terminated in whole or in part, to the extent that, in
accordance with the provisions of this Plan, it can no longer be exercised for
shares originally subject to the Option.
(e) METHOD OF EXERCISE. Each Option granted under this Plan shall be
deemed exercised when the holder shall indicate the decision to do so in
writing delivered to the Corporation, and, shall at the same time tender to the
Corporation payment in full in cash for the shares for which the Option is
exercised and shall comply with such other reasonable requirements, including
requirements relating to withholding of taxes, as the Committee may establish
pursuant to Section 7(c) of the Plan.
This provision shall not preclude exercise of or payment for an Option
by any other proper legal method specifically approved by the Committee. No
person, estate or other entity shall have any of the rights of a shareholder
with reference to shares subject to an Option until the Option has been
exercised pursuant to this Plan.
An Option granted under this Plan may be exercised for any lesser
number of shares than the full amount for which it could be exercised. Such a
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan for the remaining shares subject
to the Option.
4
<PAGE> 6
6. RIGHTS.
(a) GRANT. The Committee may grant Rights concurrently with the grant
of an Option or, in the case of an Option which is not an incentive stock
option, with respect to an outstanding Option.
(b) LIMITATIONS ON EXERCISE. Rights shall be exercisable at such time
or times and to the extent, but only to the extent, that the Option to which
they relate shall be exercisable. Rights shall automatically terminate if and
to the extent the connected Option terminates or is exercised.
Rights shall be subject to any other terms and conditions not
inconsistent with the Plan as may from time to time be approved by the
Committee.
(c) EXERCISE. Rights entitle the holder of an Option in
connection with which such Rights are granted, upon exercise of the Rights, to
surrender the Option, or any applicable portion thereof, to the extent
unexercised, and to receive cash, common stock or combinations of the
foregoing, as determined by the Committee. The participant shall receive
payment in an amount equal to the excess of the fair market value of the shares
of common stock subject to such Option (or portion thereof) surrendered over
the Option price of such shares.
(d) METHOD OF EXERCISE. Each Right granted under this Plan shall be
exercised by the holder indicating the decision to do so in writing delivered
to the Corporation and complying with such other reasonable requirements as the
Committee may establish, pursuant to Section 7(c) of the Plan.
This provision shall not preclude exercise of a Right by any other
proper legal method specifically approved by the Committee. Any exercise of
Rights by a participant involving a cash settlement may be made only in a
manner consistent with the requirements for the exemption provided by Rule
16b-3 under the Securities Exchange Act of 1934.
No person, estate or other entity shall have any of the rights of a
shareholder with references to shares subject to a Right until the Option has
been exercised pursuant to this Plan.
A Right granted under this Plan may be exercised for any lesser number
of shares than the full amount for which it could be exercised. Such a partial
exercise of a Right shall not affect the right to exercise the Right from time
to time in accordance with this Plan for the remaining shares subject to the
Right.
(e) TERMINATION OF OPTION. To the extent that Rights shall be
exercised, the Option in connection with which the Rights have been granted
shall be deemed to have terminated for a reason other than the exercise thereof
for the purpose of the maximum limitation in the aggregate number of shares
that may be delivered under this Plan and only the number of shares delivered
on exercise of the Rights shall be charged against the maximum number of shares
which may be delivered under this Plan, as set forth in Section 4 of the Plan.
5
<PAGE> 7
7. OTHER PROVISIONS.
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the shares subject to the Plan or to any Option granted under the
Plan by reason of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split-up, combination, or exchange of shares, or other
change in the corporate structure of the Corporation, the aggregate number of
shares as to which Options may thereafter be granted under the Plan, the number
of shares subject to each outstanding Option, and the Option price with respect
to the shares shall be appropriately adjusted by the Committee and such
adjustments shall be final, binding and conclusive.
(b) NON-TRANSFERABILITY. No Option or Right granted to a participant
under this Plan shall be transferable other than by will or the laws of descent
and distribution.
(c) COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option
or Right shall be exercisable and no shares will be delivered under this Plan
except in compliance with all applicable Federal and state laws and regulations
including, without limitation, compliance with withholding tax requirements and
with the rules of all domestic stock exchanges on which the Corporation's
shares may be listed. Any share certificate issued to evidence shares for
which an Option is exercised may bear legends and statements the Committee
shall deem advisable to assure compliance with Federal and state laws and
regulations. No Option or Right shall be exercisable and no shares will be
delivered under this plan until the Corporation has obtained consent or
approval from regulatory bodies, Federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an Option or Right by a person or
estate acquiring the right to exercise the Option or Right by bequest or
inheritance, the Committee may require reasonable evidence as to the ownership
of the Option or Right and may require consents and releases of taxing
authorities that it may deem advisable.
(d) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any participant under this Plan any right to
continue in the employ of the Corporation, or shall in any way affect the right
and power of the Corporation to terminate the employment of any participant
under this Plan at any time with or without assigning a reason therefor, to the
same extent as the Corporation might have done if this Plan had not been
adopted.
(e) AMENDMENT AND TERMINATION. The Board may at any time suspend,
amend or terminate this Plan. Except for adjustments made in accordance with
Section 7(a), neither the Board nor the Committee may, without the consent of
the holder of the Option or Right, alter or impair any Option or Right
previously granted under the Plan. No Option or Right may be granted during
any suspension of the Plan or after such termination.
In addition to Board approval of an amendment, if the amendment would:
(i) materially increase the benefits accruing to participants; (ii) increase
the number of securities issuable under this Plan (other than in accordance
with the provisions of Section 7(a)); or (iii) modify the
6
<PAGE> 8
requirements for eligibility, then such amendment shall be approved by the
holders of a majority of the Corporation's outstanding capital stock
represented and entitled to vote at a meeting held for the purpose of approving
such amendment.
(f) EFFECTIVE DATE OF THE PLAN AND AMENDMENTS. This Plan was adopted
by the board of directors of The CIVISTA Corporation ("CIVISTA") on October 20,
1992 as the "1993 CIVISTA Corporation Stock Option Plan." It became effective
on December 1, 1992, subject to approval by the shareholders of CIVISTA, which
was subsequently obtained on January 20, 1993. The Board of the Corporation
assumed the Plan as amended and restated herein effective January 31, 1995,
conditioned upon the merger of CIVISTA by and into the Corporation.
(g) DURATION OF THE PLAN. Unless previously terminated by the Board,
this Plan shall terminate at the close of business on November 30, 2002, and no
Option or Right shall be granted under it thereafter, but such termination
shall not affect any Option or Right theretofore granted.
7
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 18, 1994, on our audit of the consolidated
financial statements of First Bancorporation of Ohio and Subsidiaries which
report is included in the Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand
Coppers & Lybrand
Akron, Ohio
January 30, 1995
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF BROUSE & MCDOWELL
(Contained in Exhibit 5 filed herewith)
<PAGE> 1
EXHIBIT 24
FIRSTMERIT CORPORATION
1985 FIRSTMERIT CORPORATION STOCK PLAN (CV)
AND
1993 FIRSTMERIT CORPORATION STOCK PLAN (CV)
LIMITED POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-8
The undersigned directors and officers of FirstMerit Corporation (the
"Company") hereby constitute and appoint Howard L. Flood, Terry E. Patton,
and/or Kevin C. O'Neil, and each of them, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to execute and
file under the Securities Act of 1933 a Registration Statement on Form S-8
relating to the registration of shares of the Common Stock of the Company
relating to the registration of 355,311 shares of the Company's common stock,
to be issued pursuant to the terms and conditions of the 1985 FirstMerit
Corporation Stock Plan (CV) and the 1993 FirstMerit Corporation Stock Plan
(CV), and any and all amendments and exhibits thereto, including pre- and
post-effective amendments, and any and all applications or other documents to
be filed with the Securities and Exchange Commission, National Association of
Securities Dealers and any state securities agencies pertaining to such
registration, with full power and authority to do and perform any and all acts
and things whatsoever necessary, appropriate or desirable to be done in the
premises, or in the name, place and stead of the said directors and officers,
hereby ratifying and approving the acts of said attorneys and any of them and
any such substitute.
EFFECTIVE the 19th day of January, 1995, unless otherwise indicated
below.
/s/Howard L. Flood /s/Gary J. Elek
- -------------------------------- --------------------------------
Howard L. Flood, Director, Gary J. Elek
President and Chief Executive Officer Senior Vice President and
Treasurer
/s/John C. Blickle /s/Robert M. Carter
- -------------------------------- --------------------------------
John C. Blickle, Director Robert M. Carter, Director
/s/Elizabeth A. Dalton
- -------------------------------- --------------------------------
Richard A. Chenoweth, Director Elizabeth A. Dalton, Director
(signatures continued on next page)
<PAGE> 2
(signatures continued from previous page)
/s/Richard L. Hardgrove
- -------------------------------- --------------------------------
Terry L. Haines, Director Richard L. Hardgrove, Director
/s/Clifford J. Isroff /s/Philip A. Lloyd II
- -------------------------------- --------------------------------
Clifford J. Isroff, Director Philip A. Lloyd, II, Director
/s/Robert G. Merzweiler /s/Stephen E. Myers
- -------------------------------- --------------------------------
Robert G. Merzweiler, Director Stephen E. Myers, Director
/s/Gilbert H. Neal /s/Roger T. Read
- -------------------------------- --------------------------------
Gilbert H. Neal, Director Roger T. Read, Director
/s/Justin T. Rogers, Jr. /s/Del Spitzer
- -------------------------------- --------------------------------
Justin T. Rogers, Jr., Director Del Spitzer, Director
