FIRSTMERIT CORP, DEF 14A, 1996-02-28

FIRSTMERIT CORP
DEF 14A, 1996-02-28
NATIONAL COMMERCIAL BANKS

Previous: SEI LIQUID ASSET TRUST, NSAR-A, 1996-02-28

Next: LEXINGTON SHORT INTERMEDIATE GOVERNMENT SECURITIES FUND INC, NSAR-B, 1996-02-28

<PAGE> 1

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FIRSTMERIT CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

FIRSTMERIT CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 2

February 28, 1996

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Wednesday, April 10, 1996 at 10:00 A.M. at the Ramada Plaza Hotel, V
Cascade Plaza, Akron, Ohio 44308. We believe this new location for the meeting
in downtown Akron will be convenient for all of our shareholders.

The election of directors will take place at the Annual Meeting. This year
we will elect six Class II Directors whose terms will expire at the 1999 Annual
Meeting. Three of the nominees are being nominated for the first time and will
be new directors. You will also be asked to consider and approve two proposals
for approval of plans which will allow the officers and directors of FirstMerit
to defer current compensation. Each of these is described in detail in the
Proxy.

Enclosed with this letter is a Notice of Annual Meeting together with a
Proxy Statement which contains information with respect to the nominees for
director, as well as the other directors who will continue in office.

It is important that your shares be voted, and we hope that you will be
able to attend the Annual Meeting. We urge you to execute and return the
enclosed form of proxy as soon as possible, whether or not you expect to attend
the Annual Meeting in person.

Sincerely,

John R. Cochran
President and Chief Executive
Officer
<PAGE> 3

FIRSTMERIT CORPORATION
III Cascade Plaza
Akron, Ohio 44308

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, APRIL 10, 1996

The Annual Meeting of Shareholders of FirstMerit Corporation, an Ohio
corporation ("FirstMerit"), will be held at the Ramada Plaza Hotel, V Cascade
Plaza, Akron, Ohio, on Wednesday, April 10, 1996, at 10:00 A.M. (local time),
for the following purposes:

1. To elect six Class II Directors;

2. To approve the FirstMerit Corporation Executive Deferred Compensation
Plan;

3. To approve the FirstMerit Corporation Director Deferred Compensation
Plan; and

4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed the close of business on February 9, 1996,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. All shareholders are cordially invited to
attend the meeting in person. Whether or not you expect to attend the meeting in
person, please fill in, date, sign and return the enclosed Proxy Card.

By Order of the Board of Directors,

/s/ Terry E. Patton

Terry E. Patton
Secretary
Akron, Ohio
February 28, 1996

THE 1995 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS NOTICE
<PAGE> 4

FIRSTMERIT(R) CORPORATION
-------------------------

PROXY STATEMENT

------------------------

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of FirstMerit Corporation, an Ohio corporation
("FirstMerit" or "Company") of the accompanying proxy to be voted at the Annual
Meeting of Shareholders to be held on Wednesday, April 10, 1996, at 10:00 A.M.
(local time), and at any adjournment thereof. Shares represented by duly
executed proxies in the accompanying form received by the Board of Directors
prior to the meeting will be voted at the meeting. A shareholder who signs and
returns a proxy in the accompanying form may revoke it prior to or at the
meeting by giving notice to the Secretary. FirstMerit(R) is a registered
trademark of the Company.

The close of business on February 9, 1996, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting. On that date FirstMerit had outstanding approximately 33,627,185
shares of common stock, no par value per share ("Common Stock"), each of which
is entitled to one vote. For information concerning principal shareholders, see
the section titled "Principal Shareholders" below.

The mailing address of the principal executive offices of FirstMerit is III
Cascade Plaza, 7th Floor, Akron, Ohio 44308, telephone number (216) 384-8000.
This Proxy Statement, together with the related Proxy Card and FirstMerit's 1995
Annual Report to Shareholders, is being mailed to the shareholders of FirstMerit
on or about February 28, 1996.

Under Ohio law and FirstMerit's Amended and Restated Articles of
Incorporation, as amended and its Code of Regulations ("Regulations"), if a
quorum is present at the meeting, the nominees for election as directors who
receive the greatest number of votes cast for the election of directors at the
meeting by the shares present in person or by proxy and entitled to vote will be
elected directors. An abstention from voting any share with respect to the
election of any nominee for director will have the practical effect of a vote
against that nominee. A broker non-vote with respect to any share will not
affect the election of directors, since the share is not considered present for
voting purposes.

The second and third proposals must each be approved by the affirmative
vote of the holders of FirstMerit's Common Stock, voting as a class, by a
majority. An abstention from voting any share with respect to these proposals
will have the practical effect of a vote against the proposals. A broker
non-vote will also have the effect of a vote against the proposals, since the
adoption of these proposals is determined on the basis of outstanding shares,
rather than shares present at the meeting in person or by proxy.

ELECTION OF DIRECTORS

NOMINEES

Six Class II directors are being nominated and are to be elected at this
Annual Meeting of Shareholders. In 1995 the shareholders fixed the total number
of directors at 18. There currently exist two vacancies on the Board of
Directors, one in each of Classes I and III. As a matter of corporate policy,
the Board believes it is important to maintain vacancies on the Board. This
would allow a majority of the Board, pursuant to Article

1
<PAGE> 5

III, Section 3 of the Regulations, to appoint an individual to the Board. Such a
need could occur, as examples, as part of the terms of a future acquisition, or
in the event the Board finds a highly qualified candidate for the Board and
believes it is important to appoint such person prior to the next Annual
Shareholder meeting. Any such person appointed would serve the remaining term of
such position, which could exceed one year.

Set forth below for each nominee for election as a director and for each
director whose term will continue after the Annual Meeting of Shareholders is a
brief statement, including the age, principal occupation and business experience
during the past five years, and the number of shares of Common Stock
beneficially owned by such director. The Board of Directors has nominated the
persons listed below as nominees, three of whom presently are directors of
FirstMerit and three of whom will be newly elected directors. If any nominee
should become unavailable for any reason, it is intended that votes will be cast
for a substitute nominee designated by the Board of Directors. The Board of
Directors has no reason to believe that the nominees named will be unable to
serve if elected. The nominees receiving the greatest number of votes cast by
shareholders by proxy or in person at the meeting, a quorum being present, will
be elected. A majority of the outstanding shares of Common Stock constitute a
quorum. Proxies cannot be voted for a greater number of nominees than the number
named in the Proxy Statement.

NOMINEES FOR ELECTION AS CLASS II DIRECTORS
(TERM EXPIRING IN 1999)(A)

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
PRINCIPAL OCCUPATION FOR PAST FIVE YEARS OWNED
NAME AGE AND OTHER INFORMATION NUMBER-PERCENT(B)(C)
- - ---------------------------- ---------------------------------------- --------------------
<S> <C> <C> <C>
Karen S. Belden 54 Co-owner of Easterday's Gift Shop and 5,427(d)
Florist, Canton, Ohio; and Realtor, The 87,297(e)(g)
Prudential-DeHoff Realtors, Canton,
Ohio; formerly Director of The CIVISTA
Corporation, a publicly-held savings and
loan holding company
R. Cary Blair 56 President and Chief Executive Officer of 1,727(e)
Westfield Companies, Westfield Center,
Ohio, a group of insurance companies;
Director, The Davey Tree Expert Company,
Kent, Ohio, a publicly-held
horticultural company
Robert W. Briggs 54 President, Buckingham, Doolittle & 53,801(e)(g)
Burroughs, Akron, Ohio, a legal
professional association
Elizabeth A. Dalton 67 Formerly member of Board of Education of 1,964(d)
the Akron City School District 738(e)(g)
2,400(f)
Clifford J. Isroff 59 Chairman and Secretary, I Corp., Akron, 4,600(d)
Ohio, a manufacturing holding company 2,400(f)
</TABLE>

2
<PAGE> 6

CLASS III DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1997)(A)
John C. Blickle 45 President of Heidman, Inc., dba 3,188(d)
McDonald's Restaurants, Akron, Ohio, 1,106(e)
quick service restaurants 2,400(f)
Robert M. Carter 45 Attorney, Carter & Associates, 200(d)
attorneys, Cleveland, Ohio; formerly 2,400(f)
independent practitioner; Director, Ohio
Edison Company, Akron, Ohio, a
publicly-held electric utility company
Terry L. Haines 49 President, Chief Executive Officer and 880(e)
Director, A. Schulman, Inc., Akron, 1,800(f)
Ohio, a publicly-held manufacturer and
wholesaler of plastic materials
Robert G. Merzweiler 42 President and Chief Executive Officer, 1,500(d)
Landmark Plastic Corporation, Akron, 2,400(f)
Ohio, a manufacturer of plastic products
Justin T. Rogers, Jr. 66 Formerly Chairman, Chief Executive 4,206(d)
Officer and Director, Ohio Edison 1,800(f)
Company, Akron, Ohio, a publicly-held
electric utility company

CLASS I DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1998)(A)
John R. Cochran 53 President and Chief Executive Officer of 90,071(d)
FirstMerit, formerly President and Chief 23,710(e)
Executive Officer, Norwest Bank, Omaha, 75,000(f)
Nebraska
Philip A. Lloyd, II 49 Attorney, Brouse & McDowell, Akron, 10,562(d)
Ohio, a legal professional association 138,670(e)(g)
2,400(f)
Gilbert H. Neal 63 Formerly President and Chief Executive 2,248(d)
Officer, General Tire Inc., Akron, Ohio, 2,400(f)
a manufacturer of tires
</TABLE>

3
<PAGE> 7

<TABLE>
<S> <C> <C> <C>
Roger T. Read 54 Formerly Chairman, Chief Executive 32,012(e)
Officer and President, Harwick Chemical 1,800(f)
Corporation, Akron, Ohio, a manufacturer
and wholesaler of chemicals and allied
products
Del Spitzer 68 President, Spitzer Management, Inc., 2,124(d)
Elyria, Ohio, a management firm for 1,690(e)
several enterprises including Spitzer 2,400(f)
Auto Stores, a group of retail
automobile dealerships

- - ---------------
<FN>
(a) The directors have served since the year following their name: Messrs.
Isroff, Rogers and Mrs. Dalton, 1981; Mr. Lloyd, 1988; Messrs. Neal and
Spitzer, 1989; Messrs. Blickle and Myers, 1990; Messrs. Carter, Merzweiler
and Haines, 1991; Mr. Read, 1992; and Mr. Cochran, 1995.

(b) Number of shares beneficially owned are reported as of January 31, 1996.
None of the Directors beneficially own one percent (1%) or more of the
outstanding shares of FirstMerit Common Stock.

(c) All directors and executive officers as a group (29 persons) beneficially
owned 1,319,567 shares of Common Stock as of January 31, 1996. This
represents approximately 3.92% of the outstanding shares of Common Stock as
of that date.

(d) Sole voting and/or investment power.

(e) Shared voting and/or investment power.

(f) Shares with respect to which the nominee or director has the right to
acquire beneficial ownership by exercising options granted under
FirstMerit's 1982 Incentive Stock Option Plan ("1982 Stock Plan"), 1992
Stock Option Program ("1992 Stock Plan") or the 1992 Directors Stock Option
Program ("Director Stock Plan").

(g) Includes reported beneficial ownership of the following numbers of shares
owned by family members or trusts, as to which the director disclaims any
beneficial ownership: Mrs. Belden, 81,443; Mr. Briggs, 53, 801; Mrs. Dalton,
738; and Mr. Lloyd, 124,204.

</TABLE>

There are (and during the past five years there have been) no legal
proceedings material to an evaluation of the ability of any director or
executive officer of FirstMerit to act in such capacity or concerning his
integrity.

For purposes of this Proxy Statement, Citizens National Bank, EST National
Bank, FirstMerit Bank, FSB, FirstMerit Community Development Corporation,
FirstMerit Credit Life Insurance Company, FirstMerit Trust Company, N.A., First
National Bank of Ohio, Old Phoenix National Bank of Medina, Peoples Bank, N.A.
and Peoples National Bank, are the wholly-owned operating subsidiaries of
FirstMerit (the "Subsidiaries").

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of FirstMerit has several committees and has
appointed members to such committees since the 1995 Annual Meeting of
Shareholders.

The Audit and Review Committee consisted of John C. Blickle, Chairman,
Richard A. Chenoweth, Robert G. Merzweiler and Roger T. Read. It met five times
during 1995 to examine and review internal and external reports of operations of
FirstMerit and the Subsidiaries for presentation to the full Board of Directors.

4
<PAGE> 8

The Loan Committee consisted of Robert M. Carter, Chairman, Elizabeth A.
Dalton and Del Spitzer. It met four times during 1995 to monitor the lending
activities of the Subsidiaries to help assure such activities are conducted
consistent with FirstMerit's loan policy.

The Compensation Committee was appointed to establish policies for and
levels of reasonable compensation for directors, officers and employees of
FirstMerit and its Subsidiaries, and to administer FirstMerit's stock option
plans, the FirstMerit Corporation Senior Officer Incentive Compensation Program
(the "Compensation Program") and the Executive Committee Life Insurance Program
("Insurance Plan"). In addition, the Committee is involved in administering the
Employee Stock Purchase Plan ("ESPP"), the pension plan, the Executive
Supplemental Retirement Plan ("SERP") and the FirstMerit Corporation and
Subsidiaries Employees' Salary Savings Retirement Plan ("401(k) Plan"). The
committee met seven times during 1995. Its members consisted of Philip A. Lloyd,
II, Chairman, Terry L. Haines and Justin T. Rogers, Jr.

The Executive Committee evaluates and responds to management's
recommendations concerning planning, management, acquisitions, nominations for
directors and committee membership. The Executive Committee is authorized to act
for the Board of Directors when the Board is not in session, except in certain
limited circumstances. The members of the Executive Committee consisted of
Clifford J. Isroff, Chairman, Richard A. Chenoweth, John R. Cochran, Howard L.
Flood, Philip A. Lloyd, II, Roger T. Read, Justin T. Rogers, Jr. and Del
Spitzer. It met 13 times during 1995.

There were eight regularly scheduled and special meetings of the Board of
Directors in 1995. Messrs. Richard G. Gilbert and Terry L. Haines attended fewer
than 75 percent of the aggregate of the total number of meetings of the Board of
Directors and the total number of meetings of committees on which each served.

Section 16(a) of the Securities Exchange Act of 1934 requires FirstMerit's
directors, officers and persons who own more than ten percent of its Common
Stock ("Section 16 Filers") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc., and to furnish FirstMerit with copies
of all such forms they file. FirstMerit understands from the information
provided to it by the Section 16 Filers that for 1995 all reports were filed by
the Section 16 filers, except for three filings, each of which was filed a few
days after the required date and reported a single transaction: John R. Cochran,
one Form 4; Bruce M. Kephart, one Form 3; and W. Daniel Waldron, one Form 3 for
a trust for which he serves as Trustee.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information concerning the
compensation paid or accrued by FirstMerit and its Subsidiaries, to or on behalf
of its executive officers. The compensation of the individuals serving in the
capacity of Chief Executive Officer are listed in the following table, as well
as each of the four other most highly compensated executive officers of
FirstMerit, determined as of the end of the last fiscal year,

5
<PAGE> 9

December 31, 1995 (the "Named Executive Officers"), and for the fiscal years
ended December 31, 1994 and 1993:

SUMMARY COMPENSATION

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------------------ COMPENSATION AWARDS
OTHER --------------------------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
NAME AND COMPEN- STOCK UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY(2) BONUS(3) SATION(5) AWARDS(6) OPTIONS/SARS SATION(7)
- - --------------------- ----- -------- -------- ------- ---------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Howard L. Flood 1995 $399,418 $ 77,207 $-0- -0- 12,880 $111,843
Chairman of the 1994 386,033 149,206 -0- -0- 15,290 64,283
Board 1993 365,700 121,095 -0- -0- 14,420 127,032
John R. Cochran(1) 1995 333,333 140,000(4) -0- 12,500 75,000 103,792
President and Chief 1994 -- -- -- -- -- --
Executive Officer 1993 -- -- -- -- -- --
John R. Macso 1995 222,901 42,876 33,560 -0- 5,100 37,715
Executive Vice 1994 183,008 43,860 -0- -0- 4,050 15,142
President 1993 172,000 48,800 -0- -0- 4,080 45,601
Scott A. Lyons 1995 221,274 25,175 -0- -0- 3,990 43,609
Executive Vice 1994 201,400 40,000 -0- -0- 4,230 24,758
President 1993 190,000 43,227 -0- -0- 4,320 44,031
W. Daniel Waldron 1995 185,520 5,469 -0- -0- 3,220 39,415
Executive Vice 1994 171,057 49,231 -0- -0- 3,760 19,107
President 1993 150,870 47,493 -0- -0- 3,760 14,559
Phillip E. Becker 1995 166,950 46,375 -0- -0- 3,600 38,056
Executive Vice 1994 153,458 30,240 -0- -0- 3,040 29,705
President 1993 130,000 31,123 -0- -0- 2,980 20,522
</TABLE>

- - ---------------

(1) Mr. Cochran became employed by FirstMerit effective March 1, 1995.

(2) Includes the deferred portion of salary under the 401(k) Plan.

(3) For 1995, 1994 and 1993, the Bonus includes the amounts paid pursuant to the
Compensation Program. The amounts included represent the incentive Bonus
earned for the prior year, but which cannot be determined and paid until the
first quarter of the following year.

(4) The bonus paid Mr. Cochran in 1995 was negotiated at the time of his
acceptance of employment with FirstMerit and was not computed or paid
pursuant to the Compensation Program.

(5) Perquisites provided to each of Named Executive Officers, other than Mr.
Macso, did not exceed the disclosure thresholds established under Securities
and Exchange Commission (the "SEC") regulations and are not included in this
total. The total indicated for Mr. Macso relates to expenses paid on his
behalf or reimbursed to him for relocation expenses.

(6) None of the Named Executive Officers, other than Mr. Cochran, has any
restricted stock holdings. Mr. Cochran received on March 1, 1995, 12,500
shares of restricted Common Stock pursuant to the FirstMerit Corporation
Restricted Stock Plan-1995. As of December 31, 1995, the fair market value
of such shares equaled $375,000, based upon a closing market value of $30
per share. The restrictions on these shares lapse equally over a three year
period beginning in March, 2001, but may vest at an earlier time due to
death, disability, a Change of Control, Termination without Cause or
Termination for Good Reason. The dividends on such shares are currently paid
to Mr. Cochran. No long-term incentive plan payouts were made in 1995.

6
<PAGE> 10

(7) "All Other Compensation" for 1995 includes the following: (i) contributions
to FirstMerit's 401(k) Plan to match the 1995 pre-tax elective deferral
contributions made by each to the 401(k) Plan: Mr. Flood, $9,240, Mr.
Cochran, $9,000, Mr. Macso, $9,240, Mr. Lyons, $9,240, Mr. Waldron, $9,240,
and Mr. Becker, $9,240; (ii) amounts accrued under FirstMerit's 1992 Stock
Plan as "Dividend Units" (an accrued right to a cash payment) granted: Mr.
Flood, $55,073; Mr. Cochran, $57,750, Mr. Macso, $15,700, Mr. Lyons,
$15,567, Mr. Waldron, $13,557, and Mr. Becker, $13,829; (iii) amounts paid
or accrued by FirstMerit for life and accidental death insurance under
FirstMerit's Insurance Program: Mr. Flood, $47,530, Mr. Cochran, $37,042,
Mr. Macso, $18,669, Mr. Lyons, $12,908, Mr. Waldron, $16,618, and Mr.
Becker, $14,987; and (vi) amounts paid or accrued by FirstMerit for fees as
a director and committee member of FirstMerit and First National: Mr. Flood,
$-0-, Mr. Cochran, $-0-, Mr. Macso, $-0-, Mr. Lyons, $-0-, Mr. Waldron,
$-0-, and Mr. Becker, $-0-.

STOCK OPTIONS

The following table contains information concerning the grant of stock
options and/or dividend units during fiscal 1995 under FirstMerit's 1992 Stock
Plan to the Named Executive Officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
PERCENTAGE VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION ---------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- - --------------------- ------------ ------------ ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Howard L. Flood 12,880 7.6% $24.00 4/12/05 $194,404 $ 492,658
John R. Cochran 15,000 8.9% 24.00 4/12/05 226,402 573,747
60,000 35.5% 23.50 3/01/05 886,741 2,247,177
John R. Macso 1,500 .9% 26.25 8/17/05 24,736 62,754
3,600 2.1% 24.00 4/12/05 54,336 137,699
Scott A. Lyons 3,990 2.4% 24.00 4/12/05 60,223 152,617
W. Daniel Waldron 3,220 1.9% 24.00 4/12/05 48,601 123,164
Phillip E. Becker 3,600 2.1% 24.00 4/12/05 54,336 137,699

- - ---------------
<FN>
(1) The 1992 Stock Plan generally provides for granting of incentive stock
options ("ISOs") and non-qualified stock options ("NQSOs") (collectively
"Stock Options"). The option price per share of ISOs must be equal to the
fair market value of a share of Common Stock on the date granted; the option
price of NQSOs may be set by the Committee. The exercise period of ISOs may
not be more than ten years from grant, while the period of NQSOs may be set
by the Committee. No Stock Option may be exercised until six months after
the date of grant. The purchase price of any Stock Option must be paid upon
exercise in (i) immediately available funds, (ii) shares of Common Stock, or
(iii) a combination of (i) and (ii). In the event a participant's employment
is terminated due to death, disability or retirement, ISOs awarded will
remain exercisable for the maximum period allowable under the Internal
Revenue Code of 1986, as amended ("Code"), and NQSOs remain exercisable for
the remainder of the option term or five years, whichever is less. If a
participant's employment is terminated for any other reason, all Stock
Options granted will be canceled immediately; provided, however, that if
FirstMerit terminates a participant for reasons other than misconduct or
misfeasance, the participant has 30 days to exercise any Stock Options;

</TABLE>

7
<PAGE> 11

and provided further, that if termination is attributable to a "change in
control," any Stock Options previously granted will continue for their term.
"Change of Control" is basically defined as a change in 30% or more of the
beneficial ownership of FirstMerit or a change of a majority of the Board of
Directors within a two year period.

The 1992 Stock Plan also provides that a Dividend Unit be awarded to
participants with respect to each share of Common Stock for which a Stock
Option is granted, for a period of up to five years. The amount payable with
respect to each Dividend Unit is equal to the aggregate dividends actually
paid on one share of Common Stock, to the extent the participant held the
Dividend Unit on the record date of each such dividend. In the event of
termination of a participant's employment, Dividend Units awarded remain
outstanding for the duration of the Stock Option to which they are attached,
but Dividend Units will terminate upon the termination, cancellation or
expiration of their related Stock Options. The 1992 Stock Plan provides that
in the event of a Change of Control, FirstMerit will promptly thereafter pay
to each participant an amount equal to the aggregate amount accrued on the
Dividend Units held by the participant on the date of the Change of Control.

(2) This computation does not include the value of any Dividend Units which
might be paid during such time.

OPTION EXERCISES AND HOLDINGS

The following table contains information concerning the exercise of Stock
Options and/or Dividend Units under FirstMerit's 1982 Stock Plan and its 1992
Stock Plan, and information on unexercised Stock Options held as of the end of
the fiscal year, by the Named Executive Officers:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SAR OPTIONS AT
AT FISCAL YEAR-END YEAR-END
------------------ ------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE(1) UNEXERCISABLE(2)
- - --------------------------- --------------- -------- ------------------ ------------------
<S> <C> <C> <C> <C>
Howard L. Flood 3,200 $29,472 57,150 $427,885
John R. Cochran -0- -0- 15,000/60,000 90,000/390,000
John R. Macso -0- -0- 17,010 120,724
Scott A. Lyons 1,000 13,180 18,740 160,634
W. Daniel Waldron 1,000 15,040 27,280 296,555
Phillip E. Becker 1,000 13,220 17,440 154,513

- - ---------------
<FN>
(1) All options, other than 60,000 options held by Mr. Cochran, are currently
exercisable.

(2) Based upon the closing price reported in the Nasdaq National Market System
("Nasdaq") for the Common Stock of FirstMerit on December 31, 1995. This
computation does not include the value of any Dividend Units which might be
paid during such time.

</TABLE>

8
<PAGE> 12

PENSION PLANS

Under the Pension Plan for Employees of FirstMerit Corporation of Ohio and
Subsidiaries (the "FirstMerit Pension Plan"), a tax-qualified defined benefit
pension plan, pension benefits may be paid to executive officers in the future.
Executive officers participate in the FirstMerit Pension Plan on the same basis
as other employees.

Pension benefits at normal retirement age 65 are based on the average base
salary (exclusive of bonuses and overtime, if either exists, and not exceeding
$150,000 in 1995) of each participant for the highest four consecutive years
during the last ten years of employment. The benefits payable equal the sum of
1.35 percent of such average base salary multiplied by the number of years of
credited service, up to 40 years, plus .55 percent of such average base salary
in excess of "covered compensation," multiplied by the number of years of
credited service not exceeding 35 years. "Covered compensation" for this purpose
means the average (without indexing) of the Social Security taxable wage bases
in effect for each calendar year during the 35-year period ending with the last
day of the calendar year in which the participant attains (or will attain)
Social Security retirement age.

Contributions to the FirstMerit Pension Plan are actuarially determined and
cannot be appropriately allocated to individual participants. As of December 31,
1995, Mr. Flood had 32.7 years of service credit, Mr. Cochran had 0 years of
service credit, Mr. Macso had 30.0 years of service credit, Mr. Lyons had 4.6
years of service credit, Mr. Waldron had 35.1 years of service credit and Mr.
Becker had 15.1 years of service credit.

The following table sets forth estimated annual retirement benefits
(assuming the payments are made on a straight life-annuity basis) at age 65
payable to persons in the specified remuneration and years of service
classification under the FirstMerit Pension Plan.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT ON
AVERAGE BASE DECEMBER 31, 1995 WITH YEARS OF SERVICE INDICATED
SALARY USED FOR -------------------------------------------------------------------------
PLAN BENEFITS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- - --------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000 $40,612 $54,149 $67,686 $81,223 $94,760 $104,885
200,000 54,862 73,149 91,436 109,723 128,010 141,510
250,000 69,112 92,149 115,186 138,223 161,260 178,135
300,000 83,362 111,149 138,936 166,723 194,510 214,760
350,000 97,612 130,149 162,686 195,223 227,760 251,385
400,000 111,862 149,149 186,436 223,723 261,010 288,010
450,000 126,112 168,149 210,186 252,223 294,260 324,635
500,000 140,362 187,149 233,936 280,723 327,510 361,260
550,000 154,612 206,149 257,686 309,223 360,760 397,885
600,000 168,862 225,149 281,436 337,723 394,010 434,510
650,000 183,112 244,149 305,186 366,223 427,260 471,135
</TABLE>

The foregoing figures are provided without regard to limitations on annual
pension benefits which can be paid from a tax-qualified pension plan and trust
under the Code.

9
<PAGE> 13

FirstMerit has adopted the Supplemental Pension Plan for its employees,
including executive officers. Under this Plan, persons entitled to receive
benefits under the FirstMerit Pension Plan are eligible to receive the excess
amounts they would have been entitled to under the Pension Plan but for
limitations on maximum benefits imposed by the Code on tax-qualified pension
plans.

FirstMerit has adopted the SERP which provides certain pension benefits to
its executive officers who are participants under the Plan. The SERP provides
total executive retirement income based upon a formula of 50% of the final
two-year average of the executive's earnings plus 1.5% of the final two-year
average earnings for each year of service up to ten years. The maximum
retirement income provided under the Plan is 65%. This retirement income
"target" is then reduced by the benefits provided by other retirement and
supplemental plans, social security, and the benefits from previous employers
retirement plans to produce a net benefit under the SERP. In addition, benefits
are further reduced by three percent for each year where the retirement age is
less than 65 years. The Plan benefit is payable for 15 years.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee members consisted of Philip A. Lloyd, II,
Chairman, Terry L. Haines and Justin T. Rogers, Jr. In serving on the
Compensation Committee, Mr. Lloyd participates in the determination of the
compensation to be received by the executive officers of FirstMerit. Philip A.
Lloyd, II, is also a director of FirstMerit and serves on the Executive
Committee. Mr. Lloyd is a shareholder of the law firm of Brouse & McDowell which
performs legal services for FirstMerit and its Subsidiaries. During 1995, Brouse
& McDowell was paid $541,815 for legal services rendered to FirstMerit and
$883,908 for legal services rendered to the Subsidiaries. The amount of Mr.
Lloyd's interest in such fees cannot be practically determined.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

This section discusses the employment contracts and termination agreements
for the Chief Executive Officers and the Named Executive Officers.

CHIEF EXECUTIVE OFFICERS

Effective March 1, 1995, Mr. John R. Cochran was appointed the President
and Chief Executive Officer of FirstMerit and Mr. Flood, who had been the
President and Chief Executive Officer, was named Chairman of the Board.

HOWARD L. FLOOD. Effective May 1, 1995, FirstMerit entered into an
employment agreement with Howard L. Flood. The agreement establishes Mr. Flood's
base salary at $400,000 and provides for certain additional benefits, including
those generally provided to all employees. The agreement terminates December 31,
1996, unless terminated at an earlier time due to Mr. Flood's death, retirement
or failure to comply with terms of agreement (if not corrected after written
notice). If Mr. Flood should die prior to December 31, 1996, the remaining
payments under the agreement are payable to his spouse. The agreement also
contains a covenant not to compete for three years after termination of the
agreement.

FirstMerit entered into a termination agreement with Howard L. Flood in
1991. The agreement provides that if there is a Change of Control of FirstMerit,
and Mr. Flood subsequently is terminated during the term of the agreement, he
will be entitled to continued compensation and benefits for a period of three
years following termination. Such benefits will not be available, however, if
the termination is (i) due to death, retirement or disability, (ii) by
FirstMerit for "Cause," or (iii) by Mr. Flood other than for "Good Reason."
"Cause" includes felonious criminal activity, disclosure of confidential
information, breach of contract, dishonesty,

10
<PAGE> 14

gross negligence or insubordination. "Good Reason" includes reduction of salary
or incentive compensation or relocation if a Change of Control occurs, reduction
in responsibilities, involuntary discontinuance of benefit plans or reduction of
vacation time.

The amount of continued compensation will be equal to the greater of Mr.
Flood's base salary at the time of termination or immediately prior to the
Change of Control, plus annual payments equal to the average annual incentive
compensation paid to Mr. Flood over the two years preceding the Change of
Control. The benefits received by Mr. Flood during the three-year period after
termination must include medical, disability and life insurance benefits
identical to those in effect just before the Change of Control. Mr. Flood also
will be entitled to immediate vesting of all stock options and similar rights in
which he participates. FirstMerit must also pay for one year (up to $35,000) of
reasonable outplacement expenses incurred by Mr. Flood in seeking comparable
employment through a placement firm. Notwithstanding any of the foregoing, the
termination compensation and benefits to Mr. Flood will not exceed that which is
permitted under the Code without being considered "parachute payments" and
thereby being subject to excise taxes. The agreement terminates December 31,
1996.

JOHN R. COCHRAN. Effective March 1, 1995, FirstMerit entered into an
employment agreement with John R. Cochran. The agreement provides that Mr.
Cochran will serve as the President and Chief Executive Officer, established his
initial annual base salary at $400,000, as well as providing for the terms of
payment of salary and benefits in the event of his death or disability, or in
the event of termination. During 1995, it provided for the payment of a bonus of
$140,000, and thereafter for his participation in the Compensation Program. Mr.
Cochran was also provided rights to stock options and the grant of restricted
stock, as well as certain additional benefits provided executive officers
(including those provided to all employees generally), as detailed in the
"Summary Compensation" and "Option/SAR Grants in Last Fiscal Year" tables above.
The agreement contains a covenant not to compete for one year if Mr. Cochran
terminates his employment other than for Good Cause, or if he is terminated for
Cause. This one-year period begins at the later to occur of the termination of
the agreement or the last payment due thereunder. The Board of Directors also
agreed to nominate Mr. Cochran to the Board of Directors. The agreement
terminates February 28, 1999, unless terminated at an earlier time.

FirstMerit also entered into a termination agreement with Mr. Cochran
effective March 1, 1995. The agreement provides that if there is a Change of
Control of FirstMerit, and Mr. Cochran subsequently is terminated during the
term of the agreement, he will be entitled to continued compensation and
benefits for a period of three years following termination. Such benefits will
not be available, however, if the termination is (i) due to death, retirement or
disability, (ii) by FirstMerit for Cause, or (iii) by Mr. Cochran other than for
Good Reason.

The amount of continued compensation will be equal to the greater of Mr.
Cochran's base salary at the time of termination or immediately prior to the
Change of Control, plus annual payments equal to the average annual incentive
compensation paid to Mr. Cochran over the two years preceding the Change of
Control. The benefits received by Mr. Cochran during the three-year period after
termination must include medical, disability and life insurance benefits
identical to those in effect just before the Change of Control. Mr. Cochran also
will be entitled to immediate vesting of all stock options and similar rights in
which he participates. FirstMerit must also pay for one year (up to $35,000) of
reasonable outplacement expenses incurred by Mr. Cochran in seeking comparable
employment through a placement firm. Notwithstanding any of the foregoing, the
termination compensation and benefits to Mr. Cochran will not exceed that which
is permitted under the Code without being considered "parachute payments."

11
<PAGE> 15

NAMED EXECUTIVE OFFICERS. To promote stability among the executive
officers, the Board of Directors of FirstMerit authorized FirstMerit to enter
into agreements with certain key officers regarding their termination due to a
Change of Control. Of the Named Executive Officers, John R. Macso, Scott A.
Lyons, W. Daniel Waldron and Phillip E. Becker have agreements which have a
Change of Control provision.

Messrs. Macso, Waldron and Becker ("Officers") have agreements which
provide that these Officers will be entitled to continued compensation and
benefits for a period of eighteen months, subject to certain limitations, if any
such officer is terminated after a Change of Control of FirstMerit and during
the term of the agreement. Such benefits will not be available, however, if
termination is (i) due to death, retirement or disability, (ii) by FirstMerit
for Cause, or (iii) by either officer other than for a Good Reason. The amount
of continued compensation will equal the higher of their base salary which was
in effect at termination or immediately before the Change of Control.

Incentive compensation in an amount equal to the average of the incentive
compensation paid to each of the Officers in each of the two years before the
Change of Control will be paid on the first anniversary of termination, and a
sum equal to one-half of the amounts will be paid to the Officers on the last
day of the eighteenth month following termination. Additional benefits provided
to the Officers during the eighteen-month period following termination, will
include medical and life insurance benefits identical to those in effect for the
Officers just before the Change of Control. The Officers will each be entitled
to immediate vesting of all stock options and similar rights, and will have 90
days to exercise such options or rights. FirstMerit will pay for one year (up to
$25,000) in reasonable outplacement expenses incurred by each of the Officers in
seeking comparable employment through a placement firm. All of the continued
compensation and benefits described above will discontinue, however, if an
Officer obtains comparable employment with another employer, reaches age 65 or
is deceased. Another limitation on the continued compensation and benefits is
that they may not exceed that which is permitted under the Code without being
considered "parachute payments."

Mr. Lyons' agreement provides that if prior to attaining age 55, and within
twenty-four months of a Change of Control, he is involuntarily terminated
without cause or he voluntarily terminates his employment for Good Reason,
subject to certain limitations, he is entitled to receive twenty-four monthly
payments in an amount equal to his average monthly earnings. In addition, he
will continue to receive the same employee benefits over the twenty-four-month
period. If Mr. Lyons obtains comparable employment during the 24-month period,
the payments and benefits cease.

FIRSTMERIT COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

PHILOSOPHY AND COMPOSITION OF COMMITTEE

FirstMerit's executive compensation program is designed to enable
FirstMerit to attract, motivate and retain top quality executive officers by
providing a fully competitive and comprehensive compensation package. It
provides for competitive base salaries that reflect individual performance as
well as annual variable incentive awards payable in cash for the achievement of
financial performance goals established by the Compensation Committee and
approved by the non-employee members of the Board of Directors. In addition,
long-term, stock-based incentive awards are granted to strengthen the mutuality
of interest between the executive officers and FirstMerit's shareholders and to
motivate and reward the achievement of important long-term performance
objectives of FirstMerit.

FirstMerit's executive compensation program is administered by the
Compensation Committee of the Board of Directors and is composed entirely of the
following non-employee directors: Philip A. Lloyd, II, Chairman, Terry L. Haines
and Justin T. Rogers, Jr.

12
<PAGE> 16

ESTABLISHMENT OF EXECUTIVE COMPENSATION PROGRAM AND PROCEDURES

In 1990 and 1993, the Compensation Committee retained the services of
Sibson & Company, Inc., a nationally recognized independent compensation
consulting company, to conduct a full review and to make recommendations
regarding the effectiveness of FirstMerit's executive compensation program. As
part of that review and for purposes of recommending a program to FirstMerit,
Sibson & Company was requested to review the executive compensation program then
being utilized and compare it to public corporations that shared one or more
common traits with FirstMerit (such as market capitalization, asset size and
geographic location), which the Committee and Sibson & Company felt might be
FirstMerit's most direct competitors for executive talent, and also to assist
FirstMerit in establishing and weighting specific assessment areas for the chief
executive officer. The recommendations of Sibson & Company following its review
were adopted in substantial part by the Committee and Board of Directors in 1993
for implementation in 1994 and thereafter.

The Compensation Committee is responsible for the establishment of the base
salary, as well as the award level for the annual incentive compensation
program, both subject to Board approval by the non-employee directors. The
Committee is also responsible for the award level and administration of the
stock option programs for executive officers, as well as recommendations
regarding other executive benefits and plans, also subject to Board approval by
the non-employee directors. In reviewing the individual performance of the Named
Executive Officers whose compensation is detailed in this Proxy Statement, the
Committee takes into account the views of the Chief Executive Officer of
FirstMerit. In reviewing the Chief Executive Officer's performance, the
Committee reports on that evaluation directly to the non-employee members of the
Executive Committee and then to the non-employee members of the Board of
Directors.

As an overall evaluation tool used in determining levels of compensation
for the FirstMerit executive officers, as well as for the Chief Executive
Officer, the Committee reviews the compensation policies of other public
companies, as well as using published financial industry salary surveys, such as
the "Top Executive Study by Ben S. Cole Financial, Inc." and the "Cole Survey"
published by the Wyatt Company (the "salary surveys"). Although the Committee
has not defined or established a specific comparison group of bank holding
companies for determination of compensation, those listed in the salary surveys
which share one or more common traits with FirstMerit, such as market
capitalization, asset size, geographic location, similar lines of business and
financial returns on assets and equity, are given more weight. The companies
listed in the various salary surveys may or may not be included in the Nasdaq
Banks Index (an index included in FirstMerit's "Performance Graph" below), and
as such, the Committee is unable to make any comparisons between the two.

COMPONENTS OF NAMED EXECUTIVE OFFICER AND CHIEF EXECUTIVE OFFICER COMPENSATION

For 1995, the executive compensation program for the Named Executive
Officers, as well as for the Chief Executive Officers, consisted of four primary
components: (i) a base salary; (ii) incentive compensation; (iii) executive
benefits, such as insurance and retirement benefits; and (iv) benefits which are
generally available to all employees. These components are discussed in detail
below.

BASE SALARY. The Named Executive Officers' base salaries are reviewed
annually. They are primarily determined by evaluating the individual officers'
level of responsibilities for their position, comparing their position to
similar positions within FirstMerit and by comparing salaries detailed in the
salary surveys for executives with similar experience and responsibilities.

Significant weight is also given to the views of the Chief Executive
Officer of FirstMerit regarding how the executive officer has succeeded in his
or her annual performance goals. These goals are established by the

13
<PAGE> 17

Chief Executive Officer for each executive officer, including personal and
departmental goals. The nature of these goals differs depending upon each
officer's job responsibilities. Goals are both qualitative in nature, such as
the development and retention of key personnel, quality of products and services
and management effectiveness; and quantitative in nature, such as sales and
revenue goals and cost containment.

The Named Executive Officer's base salary is then established by the
Committee based upon the items listed above, as well as being based upon the
Company's overall performance during the preceding year. The Committee does not
place a specific weight value on any of the above listed factors. The base
salary as established is subject to Board approval by the non-employee
directors.

INCENTIVE COMPENSATION. Incentive compensation includes two programs. The
award of cash bonuses through an incentive compensation bonus plan entitled the
"Senior Officer Incentive Compensation Plan" and through the award of stock
options under the 1992 Stock Plan. The participants and awards under
FirstMerit's incentive plans are determined by the Committee, subject to
approval by the non-employee members of the Board of Directors.

Cash Incentive Compensation. FirstMerit's policy for cash incentive
compensation is to reward the achievement of financial objectives established in
advance by the Compensation Committee. Prior to the beginning of each year a
performance matrix is established by the Committee.

The performance matrix delineates incrementally increasing amounts of two
measures, return on assets ("ROA") and the percentage of the increase of
earnings per share ("EPS") for FirstMerit. Certain threshold levels of these two
measures must be achieved during the year before any incentive bonus can be
awarded. ROA and EPS are each weighted equally in the determination of any
incentive bonus. A minimum threshold performance in both measures must be
reached before any incentive bonus can be granted. The Committee has the right,
however, to also take into consideration the individual performance of the Named
Executive Officer in making an award to him or her under the plan.

An incentive bonus award for a Named Executive Officer depends upon two
basic factors: (i) the position held by the executive officer which establishes
a maximum bonus available based upon a percentage of the officer's base salary
(i.e., CEO, 40% of base salary; other Named Executive Officers, 25-30%), and
(ii) the extent to which the performance matrix indicates that ROA and EPS
exceeded the threshold levels. If the minimum threshold levels are not met,
incentive bonus awards are not awarded. In 1994, both minimum threshold levels
were exceeded. All incentive bonus awards are currently paid in cash. The
bonuses paid in 1995 were based upon FirstMerit's 1994 performance.

Stock Options. FirstMerit's philosophy for granting stock options is based
on the principles of encouraging key employees to remain with the Company by
providing them with a long-term interest in the Company's overall performance
and providing an incentive to those executive officers to manage with a view
toward maximizing long-term shareholder value. These stock option grants provide
an incentive for the creation of shareholder value since the full benefit of the
grant to each Named Executive Officer can only be realized with an appreciation
in the price of FirstMerit's Common Stock.

These option grants provide the right to purchase shares of FirstMerit's
Common Stock at the fair market value on the date of the grant. Stock options
are granted pursuant to the 1992 Stock Plan using guidelines which include
corporate performance, individual responsibilities and performances, although
option grants historically have equaled a percentage of each Named Executive
Officer's base salary, the percentage being the same for all Named Executive
Officers.

14
<PAGE> 18

The option grants made in 1995 for all participants in the 1992 Stock Plan
were for 169,050 shares of FirstMerit Common Stock, of which 103,790 shares were
awarded the Named Executive Officers or 61.4% of all options granted. Pursuant
to historical practice, option grants equaled a percentage of each Named
Executive Officer's base salary, which in 1995 approximately fell within a
25-40% range, depending upon the position held by the executive officer.

DETERMINATION OF THE CHIEF EXECUTIVE OFFICERS COMPENSATION

HOWARD L. FLOOD. Up until March 1, 1995, Howard L. Flood had been the
President and Chief Executive Officer of FirstMerit, a position he held since
1985. Mr. Flood is currently the Chairman of the Board.

As the Chief Executive Officer, Mr. Flood's base salary in 1995 was
determined by the Committee through an assessment of two primary areas, the
annual financial results of FirstMerit, and his overall performance as a leader
of the Company. In determining compensation, the annual financial results, which
focus on ROA and EPS, were given a 75% weight by the Committee, whereas overall
performance as a leader was given a 25% weight in performance by the Committee.
Overall performance was further broken down into seven sub-areas, three of which
were each given a 20% weight, while the other four were each given a 10% weight.
In addition to these factors, the Committee also reviewed the salary surveys to
determine if there are any overall trends in the financial services industry
regarding compensation of chief executive officers which would require any
adjustments to the amounts to be paid to Mr. Flood.

During 1995, Mr. Flood also participated in the two incentive compensation
programs. The determination of the cash bonus awards and stock option grants to
Mr. Flood are awarded by the Committee on the same basis as the other Named
Executive Officers.

Based on these factors, the Committee established Mr. Flood's base salary
for 1995 at $399,418, which was a 3.5% increase from his 1994 base salary. Mr.
Flood was also granted an option to purchase 12,880 shares of FirstMerit Common
Stock at a per share price of $24 (which was 100% of the fair market value of
the stock on the date of the grant). The grant was made in accordance with the
guidelines of the Committee referenced above and equated to 7.6% of all options
granted in 1995 to participants in the 1992 Stock Plan.

JOHN R. COCHRAN. On March 1, 1995, FirstMerit named John R. Cochran as its
President and Chief Executive Officer. Prior to this Mr. Cochran was the
President and Chief Executive Officer of Norwest Bank, Omaha, Nebraska, a
principal subsidiary of Norwest Corporation, a $71.4 billion dollar bank holding
company located in Minneapolis, Minnesota. The Executive Committee and Board
determined that it was necessary to find a successor for Mr. Flood. As such, the
Board appointed a temporary ad-hoc search committee composed of the following
members: Clifford J. Isroff, Philip A. Lloyd, II and Justin T. Rogers, Jr.
("Search Committee"). The Search Committee evaluated candidates within the
FirstMerit organization as well as retaining the services of a nationally
recognized executive search firm. The Search Committee spent a significant
amount of time and effort in the search process to find candidates whom they
felt could continue the efforts of Mr. Flood, whom had a significant amount of
experience as an executive officer in a successful Midwest financial institution
and whom they believed also possessed proven leadership skills to help ensure
that the measures needed to make FirstMerit successful, would be accomplished.
The Search Committee's unanimous decision on Mr. Cochran reflects its
determination that he has all of these attributes.

15
<PAGE> 19

After conducting in-depth interviews with Mr. Cochran, and after
consultation with a national compensation consulting firm, the Search Committee
entered into negotiations with Mr. Cochran and his professional advisor
regarding the terms of his proposed compensation. After protracted negotiations,
and after Mr. Cochran's meeting with the Board of Directors, the Search
Committee reported to the Board of Directors on the terms of the compensation
package to be offered. The national compensation consulting firm provided the
Board a detailed analysis and their opinion that the compensation package was
fair and in the best interests of FirstMerit. The compensation package was
approved by the Board and accepted by Mr. Cochran.

The compensation package entered into with Mr. Cochran is detailed in this
Proxy under the tables and descriptive paragraphs of this section entitled
"Executive Compensation and Other Information."

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Committee has reviewed the qualifying compensation regulations issued
by the Internal Revenue Service under Section 162(m) which provide that no
deduction is allowed for applicable employee remuneration paid by a publicly
held corporation to a covered employee to the extent that the remuneration paid
to the employee exceeds $1.0 million for the applicable taxable year, unless
certain conditions are met. Currently, remuneration is not expected to exceed
the $1.0 million base and therefore, compensation should not be affected by the
qualifying compensation regulations. If the FirstMerit Corporation Executive
Deferred Compensation Plan is approved by the shareholders under Proposal No. 2,
amounts deferred by the executives will not be subject to Section 162(m).

The foregoing report has been respectively furnished by the members of the
Compensation Committee, being:

<TABLE>
<S> <C>
Philip A. Lloyd, II, Chairman Terry L. Haines
Justin T. Rogers, Jr.
</TABLE>

16
<PAGE> 20

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on FirstMerit's Common Stock against the
cumulative return of the Nasdaq Banks Index, the Nasdaq Index and the S&P 500
Index for the period of five fiscal years commencing January 1, 1990 and ended
December 31, 1995.(1)

<TABLE>
<CAPTION>
Measurement Period Nasdaq Banks
(Fiscal Year Covered) FMER Nasdaq (2) S&P 500
<S> <C> <C> <C> <C>
1990 $100.00 $100.00 $100.00 $100.00
1991 $165.27 $160.56 $164.09 $130.40
1992 $213.87 $186.87 $238.85 $140.32
1993 $247.49 $214.51 $272.39 $154.44
1994 $245.24 $209.69 $271.41 $156.47
1995 $309.29 $296.30 $404.35 $215.20

- - ---------------
<FN>
(1) Assumes that the value of the investment in FirstMerit Common Stock and each
index was $100 on December 31, 1989 and that all dividends were reinvested.

(2) This is a CRSP Index and includes all companies on Nasdaq within the SIC
codes of 602 and 671. To the extent Nasdaq makes available the identity of
the companies which comprise this index, the Company, in a prompt manner,
will make such information available to any person requesting such.

</TABLE>

DIRECTOR COMPENSATION

The following table describes the standard arrangements pursuant to which
non-employee directors of FirstMerit were compensated for their services in
1995:

<TABLE>
<CAPTION>
ANNUAL FEE PER FEE PER
RETAINER FEE BOARD MEETING COMMITTEE MEETING
- - ------------ ------------- -----------------
<S> <C> <C>
$ 10,000 $ 600 $ 400
</TABLE>

The non-employee directors who serve as the chairmen of the various Board
committees receive additional cash compensation as follows: Audit, Compensation
and Loan Committees, $625; and the

17
<PAGE> 21

Executive Committee, $775. FirstMerit may pay fees to directors who are former
officers of FirstMerit or the Subsidiaries but not to directors who are
incumbent officers of FirstMerit or the Subsidiaries.

The FirstMerit Corporation Directors' Deferred Fee Plan ("Director Fee
Plan") permits directors of FirstMerit who are not employees to defer their
fees, which are then credited by FirstMerit to a deferred benefit account on
behalf of the participating director. When a participating director terminates
service for any reason other than death, FirstMerit pays the deferred fees
together with a designated rate of interest to the director. A participating
director may withdraw from the Director Fee Plan and receive the Plan benefits
during service as a director, provided the election is made under the terms of
the Plan. A participant also is entitled to a death benefit in the event of
death during service. If a director dies after termination of service, the
director's beneficiary will receive the unpaid balance of the Director Fee Plan
account. Nine of FirstMerit's directors elected to participate in the Director
Fee Plan during 1995.

The Director Fee Plan will be replaced by the FirstMerit Corporation
Director Deferred Compensation Plan, assuming the shareholders approve the new
Plan.

On April 8, 1992, the shareholders approved the 1992 Directors Stock Plan.
The Directors Stock Plan generally provides for granting of non-qualified stock
options to directors who are not full-time employees of FirstMerit. Under the
Directors Stock Plan, up to 100,000 shares of FirstMerit Common Stock may be
issued, subject to adjustment in the event of certain corporate transactions as
described below.

Each participant in the Directors Stock Plan is awarded annually, on the
day after the Annual Meeting of Shareholders, non-qualified stock options to
purchase 600 shares of Common Stock. The option price per share is 100 percent
of the fair market value of a share of Common Stock on the date the option is
granted. The Directors Stock Plan also provides that a Dividend Unit will be
awarded to participants with respect to each share of Common Stock for which a
NQSO is granted. The amount payable with respect to each Dividend Unit is equal
to the aggregate dividends actually paid on one share of Common Stock, to the
extent the participant held the Dividend Unit on the record date for payment of
each such dividend. Dividend Units will be awarded for terms of ten years, but
they will accrue dividends for only the five years following their award. The
Directors Stock Plan provides that in the event of a Change of Control,
FirstMerit will promptly pay to each Participant an amount equal to the
aggregate amount accrued on the Dividend Units held by the participant on the
date of the Change of Control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1995, certain directors and executive officers of FirstMerit, and
their associates, were customers of and had banking transactions with the
Subsidiaries of FirstMerit in the ordinary course of business. FirstMerit
expects that these relationships and transactions will continue in the future.
All loans and commitments to loans included in such transactions, including
equipment leasing transactions, were made and will be made in the future on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons not
employed by FirstMerit. The existing transactions do not involve more than the
normal risk of collectability or present other unfavorable features.

The law firm of Brouse & McDowell performed legal services for FirstMerit
and the Subsidiaries in 1995. Philip A. Lloyd, II, a Class I Director of
FirstMerit, is a shareholder of the law firm. The amounts of such fees for legal
services are indicated under "Compensation Committee Interlocks and Insider
Participation," above. The amount of Mr. Lloyd's interest in such fees cannot
practicably be determined.

18
<PAGE> 22

The law firm of Buckingham, Doolittle & Burroughs received fees for the
performance of legal services for FirstMerit and a Subsidiary in 1995. Robert W.
Briggs, a nominee for a Class II Director position of FirstMerit, is a
shareholder of the law firm. The amount of Mr. Briggs' interest in such fees
cannot practicably be determined.

The law firm of Carter & Associates received fees for the performance of
legal services for a Subsidiary of FirstMerit in 1995. Robert M. Carter, a Class
III Director of FirstMerit, is a shareholder of the law firm. The amount of Mr.
Carter's interest in such fees cannot practicably be determined.

FirstMerit and the Subsidiaries also employ other law firms to perform
legal services.

PROPOSAL NO. 2 TO APPROVE THE
FIRSTMERIT CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

On November 16, 1995, subject to approval by the shareholders, the Board of
Directors adopted the FirstMerit Corporation Executive Deferred Compensation
Plan (the "Executive Deferral Plan"). This Plan provides eligible executive
officers of FirstMerit with additional options for the receipt or deferral of
the incentive payment payable under the Compensation Program. As well as being
able to accept the incentive payment in cash, the executive can either defer all
or part of this payment into a stock equivalent account of FirstMerit Common
Stock, or directly acquire shares of Common Stock. In addition, under this Plan
the executive can defer all or part of his base salary into a stock equivalent
account of FirstMerit Common Stock. This Plan does not increase the incentive or
base salary paid to any executive officer, but merely provides him with the
options discussed herein.

The purpose of this Plan is to encourage executive officers to increase
their ownership in FirstMerit Common Stock so that their interests, and the
interests of FirstMerit shareholders, will be more closely aligned. This purpose
will be accomplished by encouraging these executive officers to defer part of
their incentive payment and/or base salary into a stock equivalent account, or
take all or part of their incentive payment under the Compensation Program in
FirstMerit Common Stock. At this time an executive officer does not have the
ability to either defer or purchase stock directly as provided for in the Plan.

The following is a summary of the principal features of the Executive
Deferral Plan, a copy of which is available by contacting the Secretary of the
Company in writing at the address listed on the cover of this Proxy Statement.

If a deferral election has been made, the deferred incentive payment or
base salary will be credited as units in a FirstMerit Common Stock account. The
number of units of FirstMerit Common Stock to be credited will initially be
based upon the Closing Price of FirstMerit Common Stock on the day the payment
would otherwise have been made. The value of the units will fluctuate based upon
the fair market value of FirstMerit Common Stock. At the time any dividend is
paid on the FirstMerit Common Stock, whether in cash or stock, the stock account
will be credited accordingly in additional units of FirstMerit Common Stock.

The Executive Deferral Plan provides for distribution at various times,
subject to a participant's election. A participant can elect either installment
payments or a lump sum payout, which can be in either cash or stock, or a
combination of both.

The Plan will be administered by the Compensation Committee of the Board of
Directors. The Committee will supervise the administration of the Plan and may
from time to time adopt procedures

19
<PAGE> 23

governing the Plan and will have the authority to give interpretative rulings
with respect to the terms and operations of the Plan.

The receipt by the executive of incentive payments, base salary or
FirstMerit Common Stock is generally included by him as taxable ordinary income
in an amount equal to the amount of cash received and the fair market value of
any FirstMerit Common Stock received. An executive officer will not be taxed on
the incentive payment or base salary deferred, until the FirstMerit Common Stock
is distributed to the participant.

Assuming the approval by the shareholders, the Executive Fee Plan will
become effective on July 1, 1996, and will remain in effect until terminated by
action of the Board of Directors. Certain nonmaterial amendments may be made by
the Board without shareholder approval. Otherwise, such amendments would be
subject to shareholder approval. A total of 300,000 shares of FirstMerit Common
Stock have been reserved for issuance under the Plan.

As of December 15, 1995, 10 executive officers out of a total of 21 had
determined to participate in the Plan.

Approval of the FirstMerit Corporation Executive Stock and Deferred
Compensation Plan requires the approval of the holders of a majority of the
outstanding shares of FirstMerit Common Stock, in person or by proxy, at the
Annual Meeting.

FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE EXECUTIVE FEE PLAN.

PROPOSAL NO. 3 TO APPROVE THE
FIRSTMERIT CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN

On November 16, 1995, subject to approval by the shareholders, the Board of
Directors adopted the FirstMerit Corporation Director Deferred Compensation Plan
(the "Director Deferral Plan"). This Plan will allow a non-employee director to
either (i) defer the current receipt of the fees paid to him by FirstMerit into
either a stock equivalent account of FirstMerit Common Stock, or into a cash
account; or (ii) currently accept the fees paid in either FirstMerit Common
Stock or in cash. This Plan does not increase the fees paid to a director, but
merely provides him with the options discussed herein.

The purpose of this Plan is to encourage non-employee directors to increase
their ownership in FirstMerit Common Stock so that their interests, and the
interests of FirstMerit shareholders, will be more closely aligned. This purpose
will be accomplished by encouraging these directors to take their fees in
FirstMerit Common Stock, either currently or in a deferred manner. At this time
a director may only defer his fees into a cash account under the Director
Deferral Plan.

The following is a summary of the principal features of the Director
Deferral Plan, a copy of which is available by contacting the Secretary of the
Company in writing at the address listed on the cover of this Proxy Statement.

Unless a deferral election has been made, retainer and other fees earned by
the non-employee director will be distributed to the director in either cash or
FirstMerit Common Stock, depending upon the director's election. The number of
shares of FirstMerit Common Stock to be distributed will be based upon the
Closing Price of FirstMerit Common Stock on the Nasdaq on the day the payment
would otherwise have been made.

20
<PAGE> 24

If a deferral election has been made, the deferred fees will either be
credited as (i) units in a FirstMerit Common Stock account, or (ii) in a cash
account. The number of units of FirstMerit Common Stock to be credited will
initially be based upon the Closing Price of FirstMerit Common Stock on the day
the payment would otherwise have been made. The value of the units will
fluctuate based upon the fair market value of FirstMerit Common Stock. At the
time any dividend is paid on the FirstMerit Common Stock, whether in cash or
stock, the stock account will be credited accordingly in additional units of
FirstMerit Common Stock. The fees deferred into the cash account will earn
interest at a rate equal to two percentage points over the average of the
composite yield on Moody's Average Corporate Bond Yield for the month preceding
the Plan year (or such other rate as established by the Committee administering
the Plan).

The Director Deferral Plan provides for distribution at various times,
subject to a participant's election. A participant in either the stock account
or cash account can elect either installment payments or lump sum payouts, which
can be in either cash or stock, or a combination of both.

The Plan will be administered by the Compensation Committee of the Board of
Directors. The Committee will supervise the administration of the Plan and may
from time to time adopt procedures governing the Plan and will have the
authority to give interpretative rulings with respect to the terms and
operations of the Plan.

Fees or FirstMerit Common Stock currently received by a director are
generally included by him as taxable ordinary income in an amount equal to the
amount of cash received and the fair market value of any FirstMerit Common Stock
received. A director will generally not be taxed on the fees deferred until the
cash or FirstMerit Common Stock is distributed to him.

Assuming the approval by the shareholders, the Director Deferral Plan will
become effective on July 1, 1996, and will remain in effect until terminated by
action of the Board of Directors. A non-employee director who had participated
in the Director Fee Plan, may make a one-time, irrevocable election to convert
all or a portion of the balance of his deferred fees into units of FirstMerit
Common Stock under the Director Deferral Plan. The Plan would replace the
current Director Fee Plan. Certain nonmaterial amendments may be made by the
Board without shareholder approval. Otherwise, such amendments would be subject
to shareholder approval. A total of 100,000 shares of FirstMerit Common Stock
has been reserved for issuance under the Plan.

In 1995, nine directors participated in the Director Fee Plan. As of
December 15, 1995, 10 directors had determined to participate in the Director
Deferral Plan.

In addition to the Director Fee Plan, FirstMerit has in place the Directors
Stock Plan, which provides for the annual award to nonemployee directors of
non-qualified stock options to acquire 600 shares of FirstMerit Common Stock.
The award is made to each director annually on the day after the Annual
Shareholders Meeting. This Plan will continue in effect. FirstMerit also
maintains directors and officers' liability insurance covering all directors and
officers and has entered into indemnification agreements with certain executive
officers and with all directors.

Approval of the FirstMerit Corporation Director Deferred Compensation Plan
requires the approval of the holders of a majority of the outstanding shares of
FirstMerit Common Stock, in person or by proxy, at the Annual Meeting.

FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE DIRECTOR DEFERRAL PLAN.

21
<PAGE> 25

PRINCIPAL SHAREHOLDERS

The following table describes the beneficial ownership of Common Stock of
each person who was known by FirstMerit to be the beneficial owner of more than
five percent of the total shares issued and outstanding on or about February 14,
1996. Under rules and regulations promulgated by the Commission, a person is
deemed to be the "beneficial owner" of all the shares with respect to which he
has or shares voting power or investment power, regardless of whether he is
entitled to receive any economic benefit from his interest in the shares. As
used herein, the term "voting power" means the power to vote or to direct the
voting of shares and "investment power" means the power to dispose of or to
direct the disposition of shares.

These parties have certified to the Commission that the shares were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
FirstMerit.

<TABLE>
<CAPTION>
SHARES AND
NATURE OF
NAME AND ADDRESS BENEFICIAL % OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(2)
- - -------------------------------------------- ------------------- -----------
<S> <C> <C>
Cincinnati Financial Corporation 2,805,614 8.35%
P.O. Box 145496
Cincinnati, Ohio 45250
</TABLE>

AUDITORS

FirstMerit has selected Coopers & Lybrand as its auditors for 1996. Coopers
& Lybrand has served as auditors for FirstMerit since 1992. A representative of
the auditors will be present at the meeting and will be available to answer
questions. The representative will have the opportunity to make a statement at
the meeting.

SHAREHOLDER PROPOSALS AND BOARD NOMINATIONS

Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of FirstMerit for its next Annual Meeting of
Shareholders to be held in 1997 may be made only by a qualified shareholder and
must be received by FirstMerit no later than October 27, 1996.

The Executive Committee will consider nominees for directors of FirstMerit
recommended by shareholders who submit the person's name and qualifications, in
writing, to the Executive Committee. Under Article II, Section 2, of
FirstMerit's Regulations, shareholders entitled to vote for the election of
directors who intend to nominate a director for election must deliver written
notice to the Secretary of FirstMerit no later than (i) with respect to the
election to be held at an annual meeting of shareholders, 90-days in advance of
such meeting, and (ii) with respect to the election to be held at a special
meeting of shareholders, the close of business on the seventh day following the
date on which notice of such meeting is first given to shareholders. The notice
from the shareholder must set forth certain information concerning the
shareholder and each nominee, including names and addresses, a representation
that the shareholder is entitled to vote and intends to appear in person or by
proxy at the meeting, a description of arrangements or understandings between
the shareholder and each nominee, such other information required to be included
in a proxy statement, and the consent of each nominee to serve as a director of
FirstMerit if so elected.

22
<PAGE> 26

GENERAL

The accompanying proxy is solicited by and on behalf of the Board of
Directors of FirstMerit, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by FirstMerit.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors, officers and employees of
FirstMerit. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of stock held of record by such persons, and FirstMerit
will reimburse them for reasonable out-of-pocket expenses incurred by them in
connection therewith. FirstMerit has engaged Georgeson & Company, Inc. to aid in
the solicitation of proxies in order to assure a sufficient return of votes on
the proposals to be presented at the meeting. It is expected that Georgeson will
primarily solicit institutional investors and owners not of record who are
non-objecting beneficial owners of FirstMerit Common Stock. The costs of such
services are estimated at $2,000, plus reasonable distribution and mailing
costs.

Management of FirstMerit has no information that other matters will be
brought before the meeting. If, however, other matters are properly presented,
the accompanying proxy will be voted in accordance with the best judgment of the
proxy holders with respect to such matters.

/s/ Terry E. Patton

Terry E. Patton,
Secretary

Akron, Ohio
February 28, 1996

23
<PAGE> 27

APPENDIX A

FIRSTMERIT CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE> 28

FIRSTMERIT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSES AND DEFINITIONS

1.1 PURPOSES. The purposes of the Plan are (i) to provide executives with
flexibility with respect to the form and timing of Compensation, (ii) to more
closely align the interests of executives with the interests of the
Corporation's shareholders and (iii) to assist the Corporation and its
Subsidiaries in attracting and retaining qualified executives.

1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:

(a) "BASE COMPENSATION" means the base salary of an Eligible Employee
for services as an employee of the Corporation or a Subsidiary, as
indicated by the records of the Corporation or such Subsidiary, as the case
may be.

(b) "BOARD" means the Board of Directors of the Corporation.

(d) "CHANGE OF CONTROL" means Change of Control as defined in Section
4.3.

(e) "CLOSING PRICE" means the closing price of the Common Stock as
reported on the National Association of Securities Dealers Automated
Quotation System ("Nasdaq").

(f) "COMMITTEE" means the Compensation Committee of the Board.

(g) "COMMON STOCK" means the common stock, no par value, of the
Corporation.

(h) "COMPENSATION" means Base Compensation and Incentive Compensation.

(i) "CORPORATION" means FirstMerit Corporation, and any successor
corporation.

(j) "DEFERRED COMPENSATION" means Base Compensation deferred pursuant
to Section 2.4 and/or Incentive Compensation deferred pursuant to Section
2.3.

(k) "ELIGIBLE EMPLOYEE" means an Eligible Employee as defined in
Section 2.1.

(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(m) "INCENTIVE COMPENSATION" means the annual incentive award, if any,
payable to an Eligible Employee under the Corporation's or a Subsidiary's
annual incentive plan.

(n) "KEY EMPLOYEE" means an employee of the Corporation or a
Subsidiary designated by the Chief Executive Officer of the Corporation as
a key employee for purposes of the Plan.

(o) "PARTICIPANT" means an Eligible Employee, who has elected to defer
all or any portion of his Compensation under the Plan or to receive all or
a portion of his Incentive Compensation in shares of Common Stock under the
Plan.

(p) "PLAN" means the FirstMerit Corporation Executive Deferred
Compensation Plan.
<PAGE> 29

(q) "PLAN YEAR" means the calendar year.

(r) "RETIREMENT" means retirement at or after age 65 or, with the
consent of the Committee, prior to age 65 but at or after age 55.

(s) "STOCK ACCOUNT" means the account maintained by the Committee in
the name of a Participant pursuant to Section 2.5.

(t) "STOCK CREDIT" means a credit to a Participant's Stock Account,
calculated pursuant to Section 2.5.

(u) "SUBSIDIARY" means a subsidiary of the Corporation to which the
Plan has been extended by the Board.

ARTICLE 2

PARTICIPATION IN THE PLAN

2.1 ELIGIBILITY. The Committee shall from time to time designate one or
more Key Employees as eligible to participate in the Plan (an "Eligible
Employee").

2.2 INCENTIVE COMPENSATION IN COMMON STOCK.

(a) To the extent that an Eligible Employee has not timely elected,
pursuant to Section 2.3, to defer receipt of any Incentive Compensation
payable to him with respect to a Plan Year, such Eligible Employee may
irrevocably elect, in increments of one percent (1%), to receive such
Incentive Compensation in whole shares of Common Stock (and cash for any
fractions of a share). Such election must be made in writing and delivered
to the Committee prior to July l of the Plan Year with respect to which
such Incentive Compensation may be payable or, if earlier, not later than
six months in advance of the date as of which such Incentive Compensation
will be paid, unless the Committee establishes a different time (which may
be earlier or later than the time provided herein) as of which such
election must be made. Absent such a timely election, an Eligible Employee
shall be deemed to have elected to receive such Incentive Compensation
entirely in cash.

(b) The number of shares of Common Stock payable to a Participant
pursuant to an election under Section 2.2(a) shall be equal to the number
of shares of Common Stock that could have been purchased with the amount of
Incentive Compensation that would otherwise have been paid to the
Participant in cash at the Closing Price of shares of Common Stock on the
day such Incentive Compensation would otherwise have been so paid.

(c) An Eligible Employee may, pursuant to Section 2.2(a), file a new
election or revoke a prior election each Plan Year. Unless and until such a
new election or revocation of a prior election is timely made, the election
or deemed election in effect with respect to the immediately preceding Plan
Year shall continue to be effective and irrevocable with respect to the
then current Plan Year.

2.3 DEFERRED INCENTIVE COMPENSATION.

(a) An Eligible Employee may irrevocably elect, in increments of
twenty-five percent (25%), to defer receipt of any Incentive Compensation
otherwise payable to him with respect to any Plan Year. Such election must
be made in writing and delivered to the Committee prior to September 15 of
the Plan Year with respect to which such Incentive Compensation may be
payable or, if earlier, not later than six

2
<PAGE> 30

months in advance of the date as of which such Incentive Compensation will
otherwise be paid, unless the Committee establishes a different time (which
may be earlier or later than the time provided herein) as of which such
election must be made. Absent such a timely election, an Eligible Employee
shall be deemed to have elected not to defer receipt of any such Incentive
Compensation.

(b) An Eligible Employee may, pursuant to Section 2.3(a), file a new
election or revoke a prior election each Plan Year. Unless and until such a
new election or revocation of a prior election is timely made, the election
or deemed election in effect with respect to the immediately preceding Plan
Year shall continue to be effective and irrevocable with respect to the
then current Plan Year.

2.4 DEFERRED BASE COMPENSATION.

(a) (i) An Eligible Employee may irrevocably elect, in increments of
one percent (1%), to defer receipt of Base Compensation otherwise
payable to him. Such election must be made in writing and
delivered to the Committee prior to July l of any Plan Year and
shall be effective with respect to Base Compensation otherwise
payable to the Participant during the twelve-month period
commencing on January l of the immediately succeeding Plan Year,
unless the Committee establishes a different time (which may be
earlier or later than the time provided herein) as of, or with
respect to, which such election must be made and/or shall be
effective.

(ii) In the first Plan Year in which a Key Employee becomes an
Eligible Employee, such Eligible Employee may irrevocably elect,
in increments of one percent (1%), to defer receipt of
Base Compensation otherwise payable to him. Such election must be
made in writing and delivered to the Committee within thirty (30)
days of the date as of which such Key Employee became an Eligible
Employee and shall be effective with respect to Base Compensation
otherwise payable to him during the period commencing six months
after the date on which such election was made and delivered to
the Committee and ending on the immediately following December
3l, unless the Committee establishes a different time (which may
be earlier or later than the time provided herein) as of, or with
respect to, which such election shall be effective.

(b) A Participant may, pursuant to Section 2.3(a), file a new election
or revoke a prior election each Plan Year applicable to Base Compensation
otherwise payable to him during the twelve-month period commencing on
January l of the immediately succeeding Plan Year. Unless and until such a
new election or revocation of a prior election is timely made, the
election, if any, then in effect shall continue to be effective and
irrevocable.

2.5 STOCK ACCOUNTS.

(a) A Stock Account shall be maintained by the Committee in the name
of each Participant. A Participant shall be one hundred percent (100%)
vested in his Accounts at all times.

(b) The Stock Account of a Participant shall be credited, as of the
day Deferred Compensation otherwise would have been paid to such
Participant, with Stock Credits equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased with
the amount of such Deferred Compensation at the Closing Price of shares of
Common Stock on the day as of which such Stock Account is so credited and
shall be reduced as of the day that any amount is distributed therefrom by
the number of Stock Credits attributable to such distribution.

3
<PAGE> 31

(c) As of the date any dividend is paid to holders of shares of Common
Stock, a Participant's Stock Account shall be credited with additional
Stock Credits equal to the number of shares of Common Stock (including
fractions of a share) that could have been purchased, at the Closing Price
of shares of Common Stock on such date, with the amount that would have
been paid as dividends on that number of shares of Common Stock (including
fractions of a share) which is equal to the number of Stock Credits
attributable to the Participant's Stock Account as of the record date of
such dividend. In the case of dividends paid in property, the amount of the
dividend shall be deemed to be the fair market value of the property at the
time of the payment thereof, as determined in good faith by the Committee.

2.6 DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT.

(a) Distribution of a Participant's Stock Account shall be made or
commence in accordance with this Section 2.6 as of the first Business Day
of the month following the month in which such Participant's employment as
an employee of the Corporation or any Subsidiary terminates.

(b) A Participant may elect, in the event his employment as an
employee of the Corporation or any Subsidiary terminates due to Retirement,
to receive his Stock Account in monthly cash installments not to exceed one
hundred twenty (120) separate installments or in a single sum. Such single
sum may be paid either in cash or in whole shares of Common Stock (and cash
for any fractions of a share) or in combination of both, in increments of
twenty-five percent (25%). The Committee shall distribute such Stock
Account in accordance with such election or, if no such election is made,
in a single cash sum.

(i) In the event of an election to receive all or a portion of his
Stock Account in shares of Common Stock, the Participant shall, to
the extent of such election, receive one such share with respect to
each Stock Credit allocated to his Stock Account (and cash for any
fractions of a share). In the event of an election or deemed
election to receive all or a portion of his Stock Account in cash,
the Participant shall, to the extent of such election or deemed
election, receive an amount in cash equal to the product of the
number of Stock Credits allocated to his Stock Account and the
Closing Price of shares of Common Stock on the last Business Day of
the month immediately preceding the month in which such distribution
is to be made.

(ii) The amount of a monthly cash installment with respect to such
Participant's Stock Account shall be equal to the product of the
number of Stock Credits attributable to such installment and the
Closing Price of shares of Common Stock on the last Business Day of
the month immediately preceding the month in which such installment
is to be paid. The number of Stock Credits attributable to an
installment shall be equal to the product of the current number of
Stock Credits allocated to such Stock Account and a fraction, the
numerator of which is one and the denominator of which is the total
number of installments elected minus the number of installments
previously paid. All monthly cash installments shall be paid as of
the first Business Day of the month.

(iii) An election pursuant to this Section 2.6(b) must be in writing
and delivered to the Committee at the time an Eligible Employee
becomes a Participant. A Participant may at any time not less than
one year prior to the date as of which the distribution of such
Participant's Stock Account pursuant to this Section 2.6(b) is made
or commences change such election pursuant to an election in writing
delivered to the Committee, which election shall be irrevocable
during such one-year period.

4
<PAGE> 32

(c) In the event a Participant's employment as an employee of the
Corporation and any Subsidiary terminates other than due to Retirement or
death, the Participant shall receive a single cash sum equal to the product
of the number of Stock Credits allocated to his Stock Account and the
Closing Price of shares of Common Stock on the last Business Day of the
month immediately preceding the month in which such distribution is to be
made.

2.7 IN-SERVICE DISTRIBUTIONS.

(a) A Participant may, as of the first Business Day of the month,
receive payment of all or part of his Stock Account prior to the
termination of his employment as an employee of the Corporation and any
Subsidiary. Any such election must be in writing and delivered to the
Committee not less than one year in advance of the effective date thereof,
which election shall be irrevocable during such one-year period; provided,
however, that such election shall not be effective with respect to Stock
Credits attributable to Deferred Compensation that otherwise would have
been paid to such Participant within the three-year period immediately
preceding the effective date of such election and any additional Stock
Credits credited with respect to such Stock Credits pursuant to Section
2.5(c); provided, further, that if the Participant's employment as an
employee of the Corporation and any Subsidiary terminates prior to the
effective date of such election, such election shall be deemed
automatically revoked. Such in-service distributions shall be made on the
same basis as distributions upon termination pursuant to Section 2.6(c).

(b) Any amounts withdrawn pursuant to Section 2.7(a) shall be subject
to a 6% penalty. In addition, such Participant may not elect to make
additional deferrals under the plan for the Plan Year commencing after the
Plan Year in which such withdrawal is made.

2.8 DISTRIBUTION UPON DEATH. Notwithstanding any other provision of this
Plan, upon the death of a Participant, whether before or after Retirement or
other termination of employment as an employee of the Corporation and any
Subsidiary, the Committee shall pay all of such Participant's Stock Account in a
single cash sum to such person or persons or the survivors thereof, including
corporations, unincorporated associations or trusts, as the Participant may have
designated. All such designations shall be made in writing and delivered to the
Committee. A Participant may from time to time revoke or change any such
designation by written notice to the Committee. If there is no person or persons
designated or if such persons shall have all predeceased the Participant or
otherwise ceased to exist, such distributions shall be made to the executor or
administrator of the Participant's estate. Any distribution under this Section
2.8 shall be made as soon as practicable following the end of the month in which
the Committee is notified of the Participant's death or is satisfied as to the
identity of the appropriate payee, whichever is later. The amount of such single
cash sum payable under this Section 2.8 shall be equal to the product of the
number of Stock Credits then allocated to such Stock Account and the Closing
Price of shares of Common Stock on the last Business Day of the month
immediately preceding the month of such Participant's death.

2.9 WITHHOLDING TAXES. Any withholding of taxes or other amounts required
by federal, state, or local law shall be withheld from Compensation other than
Deferred Compensation. If necessary, the Corporation may reduce the amount of
Deferred Compensation and/or shares of Common Stock payable pursuant to Section
2.2(a) by an amount equal to any required withholding. In addition, the
Corporation may defer making payments under the Plan until satisfactory
arrangements have been made for the payment of any federal, state or local taxes
required to be withheld with respect to such payment or delivery. Each
Participant shall be entitled to irrevocably elect, at least six months prior to
the date shares of Common Stock would

5
<PAGE> 33

otherwise be delivered hereunder, to have the Corporation withhold shares of
Common Stock having an aggregate value equal to the amount required to be
withheld. The value of fractional shares remaining after payment of the
withholding taxes shall be paid to the Participant in cash. Shares so withheld
shall be valued at the Closing Price on the Business Day immediately preceding
the date such shares would otherwise be transferred hereunder.

ARTICLE 3

THE COMMITTEE

3.1 AUTHORITY. The Committee shall have full power and authority to
administer the Plan, including the power to (i) promulgate forms to be used with
respect to the Plan, (ii) promulgate rules of Plan administration, (iii) settle
any disputes as to rights or benefits arising from the Plan, (iv) interpret the
terms of the Plan and (v) make such decisions or take such action as the
Committee, in its sole discretion, deems necessary or advisable to aid in the
proper administration of the Plan.

3.2 ELECTIONS, NOTICES. All elections and notices required to be provided
to the Committee under the Plan must be on such forms, contain such information,
and be made or given at such times as the Committee may require.

3.3 AGENTS. The Committee may appoint an individual to be the Committee's
agent with respect to the day-to-day administration of the Plan. In addition,
the Committee may, from time to time, employ other agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult
with counsel who may be counsel to the Company.

3.4 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and binding upon all persons
having any interest in the Plan.

3.5 INDEMNITY OF COMMITTEE. The Company has entered into Indemnification
Agreements with each of the members of the Committee protecting them against
such claims, losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Plan, except as otherwise indicated in such
Agreement.

3.6 CLAIMS PROCEDURE. Any person claiming an amount under the Plan,
requesting an interpretation or ruling under the Plan, or requesting information
under the Plan shall present the request in writing to the Committee, which
shall respond in writing within ninety (90) days following receipt of the
request. If the claim or request is denied, the written notice of denial shall
state (i) the reasons for denial, (ii) the reference to the pertinent Plan
provisions or legal doctrine upon which the denial is based; (iii) a description
of any additional material or information required and an explanation of why it
is necessary; and (iv) an explanation of the Plan's claim review procedure. Any
person whose claim or request is denied may make a second request for review by
notice given in writing to the Committee. The claim or request shall be reviewed
further by the Committee, and the Committee may, but shall not be required to,
grant the claimant a hearing. A decision on such second request shall normally
be made within sixty (60) days after the date of the second request. If an
extension of time is required for a hearing or other special circumstances, the
claimant shall be notified and

6
<PAGE> 34

the time limit shall be one hundred twenty (120) days from the date of the
second request. The decision shall be in writing and shall be final and bind all
parties concerned.

ARTICLE 4

SHARES AVAILABLE

4.1 NUMBER. Three Hundred Thousand (300,000) shares of Common Stock are
available for issuance under the Plan in accordance with the provisions hereof
and such other provisions as the Committee may from time to time deem necessary.
This authorization may be increased from time to time by approval of the Board
and by the shareholders of the Corporation if, in the opinion of counsel for the
Corporation, such shareholder approval is required. Stock Credits to
Participant's Stock Accounts shall be applied to reduce the maximum number of
shares of Common Stock remaining available under the Plan. Shares of Common
Stock issuable under the Plan may be taken either from authorized but unissued
or treasury shares, as determined by the Corporation.

4.2 ADJUSTMENTS. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, stock split,
subdivision or reclassification of shares, the number of shares of Common Stock
available under Section 4.1 and the number of Stock Credits with which each
Participant's Stock Account is credited shall be increased in the same
proportion as the outstanding number of shares of Common Stock is increased. If
the number of outstanding shares of Common Stock shall at any time be decreased
as the result of any combination, reverse stock split or reclassification of
shares, the number of shares of Common Stock available under Section 4.1 and the
number of Stock Credits with which each Participant's Stock Account is credited
shall be decreased in the same proportion as the outstanding number of shares of
Common Stock is decreased. In the event the Corporation shall at any time be
consolidated with or merged into any other corporation and holders of shares of
Common Stock receive shares of the capital stock of the resulting or surviving
corporation, there shall be credited to each Participant's Stock Account, in
place of the Stock Credits then credited thereto, new Stock Credits in an amount
equal to the product of the number of shares of capital stock exchanged for one
share of Common Stock upon such consolidation or merger and the number of Stock
Credits with which the Participant's Account then is credited, and the number of
shares of Common Stock available under Section 4.1 shall be similarly adjusted.
If in such a consolidation or merger, holders of shares of Common Stock shall
receive any consideration other than shares of the capital stock of the
resulting or surviving corporation or its parent corporation, the Committee, in
its sole discretion, shall determine the appropriate change in Participants'
Accounts.

4.3 CHANGE OF CONTROL. Notwithstanding any other provision of this Plan,
in the event of a Change of Control of the Corporation, each Participant's Stock
Account shall, within five Business Days thereafter, be distributed in a single
cash sum equal to the product of the number of Stock Credits then allocated to
his Stock Account and the Closing Price of shares of Common Stock or the last
Business Day immediately preceding the Change of Control. For purposes of this
Section 4.3, Change of Control means:

(i) the date the stockholders of the Corporation approve a plan or
other arrangement pursuant to which the Corporation will be
dissolved or liquidated;

(ii) the date the stockholders of the Corporation approve a
definitive agreement to sell or otherwise dispose of all or
substantially all of the assets of the Corporation;

7
<PAGE> 35

(iii) the date of approval by the stockholders of the Corporation
and, if required, by the stockholders of the other constituent
corporation of a definitive agreement to merge or consolidate the
Corporation with or into such other corporation, other than, in
either case, a merger or consolidation of the Corporation in which
holders of shares of the Corporation's common stock immediately
prior to the merger or consolidation will have at least a majority
of the ownership of common stock of the surviving corporation (and,
if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the
surviving corporation, a majority of the voting power of the
surviving corporation's voting securities) immediately after the
merger or consolidation, which common stock (and, if applicable,
voting securities) is to be held in the same proportion as such
holders' ownership of common stock of the Corporation immediately
before the merger or consolidation;

(iv) the date any entity, person or group, within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act
of 1934, as amended, other than the Corporation or any of its
Subsidiaries or any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of its
subsidiaries, shall have become the beneficial owner (as determined
pursuant to Section 13(d) or 16(a) of the Exchange Act) of, or shall
have obtained voting control over, more than twenty percent (20%) of
the outstanding shares of the Common Stock; or

(v) the first day after the effective date of this Plan when
directors are elected such that a majority of the Board of Directors
shall have been members of the Board of Directors for less than two
(2) years, unless the nomination for election of each new director
who was not a director at the beginning of such two (2) year period
was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period.

ARTICLE 5

MISCELLANEOUS

5.1 UNFUNDED PLAN. No promise hereunder shall be secured by any specific
assets of the Corporation, nor shall any assets of the Corporation be designated
as attributable or allocated to the satisfaction of such promises. Participants
shall have no rights under the Plan other than as unsecured general creditors of
the Corporation.

5.2 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void. No such benefit,
prior to receipt thereof pursuant to the provisions of the Plan, shall be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the Participant.

5.3 INVALIDITY. If any term or provision contained herein is to any extent
invalid or unenforceable, such term or provision will be reformed so that it is
valid, and such invalidity or unenforceability will not affect any other
provision or part hereof.

5.4 GOVERNING LAW. This Plan shall be governed by the laws of the State of
Ohio, without regard to the conflict of law provisions thereof.

5.5 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan; provided,
however, that no such termination, amendment or

8
<PAGE> 36

modification shall adversely affect the rights of any Participant or
beneficiary, including his rights with respect to Stock Credits credited prior
to such termination, amendment or modification, without his consent.
Notwithstanding the foregoing, the provisions of this Plan that determine the
amount, price or timing of benefits related to Stock Credits shall not be
amended more than once every six months (other that as may be necessary to
conform to any applicable changes in the Internal Revenue Code of 1986, as
amended or the rules thereunder), unless such amendment would be consistent with
the provisions of Rule 16b-3 (or any successor provisions) promulgated under the
Exchange Act.

5.6 SUCCESSORS AND HEIRS. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and upon any
assignee or successor in interest to the Corporation and upon the heirs, legal
representatives and beneficiaries of any Participant.

5.7 STATUS AS SHAREHOLDERS. Stock Credits are not, and do not constitute,
shares of Common Stock, and no right as a holder of shares of Common Stock shall
devolve upon a Participant unless and until such shares are issued to the
Participant.

5.8 RIGHTS. This Plan shall not give any person the right to continue as
an employee of the Corporation or any Subsidiary or any rights or interests
other than as herein provided.

5.9 USE OF TERMS. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.

5.10 STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
immediately preceding Plan Year shall receive a statement of his Stock Account
under the Plan as of December 31 of such preceding Plan Year. Such statement
shall be in a form and contain such information as is deemed appropriate by the
Committee.

5.11 COMPLIANCE WITH LAWS. This Plan and the offer, issuance and delivery
of shares of Common Stock and/or the payment and deferral of Compensation under
this Plan are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal reporting,
registration, insider trading and other securities laws) and to such approvals
by any listing agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection
therewith. Any securities delivered under this Plan be subject to such
restrictions, and the person acquiring the securities shall, if requested by the
Corporation, provide such assurances and representations to the Corporation as
the Corporation may deem necessary or desirable to assure compliance with all
applicable legal requirements.

5.12 PLAN CONSTRUCTION. Anything in this Plan to the contrary
notwithstanding, is the intent of the Corporation that transactions under the
Plan satisfy the applicable requirements of Rule 16b-3 promulgated under Section
16 of the Exchange Act so that persons who are or become subject to Section 16
of the Exchange Act will be entitled to the benefits of such Rule 16b-3 or other
exemptive rules under Section 16 of the Exchange Act and will not be subjected
to avoidable liability thereunder. To the extent any provision of the Plan,
action by the Committee or election by a Participant or Eligible Employee fails
to so comply, it shall be deemed null and void to the extent permitted by law.

5.13 HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
inserted for reference only and are not to be considered in the construction of
the Plan.

9
<PAGE> 37

5.14 STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by
the Board and shall become effective as of January 1, 1996, subject to the
approval of this Plan by the stockholders of the Corporation.

10
<PAGE> 38

APPENDIX B

FIRSTMERIT CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN
<PAGE> 39

FIRSTMERIT CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSES AND DEFINITIONS

1.1 PURPOSES. The purposes of the Plan are (i) to provide Directors with
flexibility with respect to the form and timing of Compensation, (ii) to more
closely align the interests of Directors with the interests of the Corporation's
shareholders, and (iii) to assist the Corporation in attracting and retaining
qualified individuals to serve as Directors.

1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:

(a) "ACCOUNT" means a Cash Account, a Deferred Benefit Account or a
Stock Account.

(b) "BOARD" means the Board of Directors of the Corporation.

(d) "CASH ACCOUNT" means the account maintained by the Committee in
the name of a Participant pursuant to Section 2.5(a).

(e) "CASH CREDIT" means a credit to a Participant's Cash Account,
expressed in whole dollars and fractions thereof.

(f) "CLOSING PRICE" means the closing price of the Common Stock as
reported on the National Association of Securities Dealers Automated
Quotation System ("Nasdaq").

(g) "COMMITTEE" means the Compensation Committee of the Board.

(h) "COMMON STOCK" means the common stock, no par value, of the
Corporation.

(i) "CORPORATION" means FirstMerit Corporation.

(j) "COMPENSATION" means all fees payable to a Director for services
to the Corporation and/or a Subsidiary as a director, including retainer
fees for service on, and fees for attendance at meetings of, the Board and
any committees thereof, as established by the Board from time to time, but
excluding reimbursements for expenses.

(k) "DEFERRED BENEFIT ACCOUNT" means a deferred benefit account
established for a Participant under the Directors' Deferred Fee Plan before
July 1, 1996.

(l) "DIRECTORS' DEFERRED FEE PLAN" means the FirstMerit Corporation
Directors' Deferred Fee Plan.

(m) "DIRECTOR" means any individual serving on the Board or on the
board of directors of a Subsidiary who is not an employee of the
Corporation or any Subsidiary but does not include an honorary, advisory or
emeritus director.

(n) "PARTICIPANT" means a Director who is a participant in the Plan,
or a former Director who has an Account.
<PAGE> 40

(o) "PLAN" means the FirstMerit Corporation Director Deferred
Compensation Plan.

(p) "PLAN YEAR" means the calendar year, except that for the 1996 Plan
Year, it means the six-month period beginning July 1, 1996 and ending
December 31, 1996.

(q) "STOCK ACCOUNT" means the account maintained by the Committee in
the name of a Participant pursuant to Section 2.5(b).

(r) "STOCK CREDIT" means a credit to a Participant's Stock Account,
calculated pursuant to Section 2.5(b).

(s) "STATED INTEREST RATE" means, with respect to any calendar month,
two percentage points over the average of the composite yield on Moody's
Average Corporate Bond Yield for the month of October immediately preceding
the Plan Year as determined from Moody's Bond Record published by Moody's
Investors Services, Inc. (or any successor thereto), or, if such monthly
yield is no longer published, a substantially similar average selected by
the Corporation. The Committee shall establish the Stated Interest Rate
effective as of January 1 of each Plan Year, which, once established, shall
be used for all interest determinations during such Plan Year.

(t) "SUBSIDIARY" means a subsidiary of the Corporation.

ARTICLE 2

PARTICIPATION IN THE PLAN

2.1 ELIGIBILITY. All Directors shall participate in the Plan.

2.2 CURRENT COMPENSATION.

(a) To the extent that a Director or first time nominee for Director
has not timely elected, pursuant to Section 2.3, to defer receipt of
Compensation payable to him during a Plan Year, such Director or first time
nominee may irrevocably elect, in increments of fifty percent (50%), to
receive current Compensation either in cash or in whole shares of Common
Stock (and cash for any fractions of a share). Any such election must be
made in writing and delivered to the Committee prior to December 15, 1995
with respect to the 1996 Plan Year and thereafter prior to July 1 of any
Plan Year effective as of January 1 of the immediately succeeding Plan
Year; provided that in the case of a first time nominee for Director, such
election must be so made and delivered not later than six months in advance
of the first date in such Plan Year as of which such Compensation will be
paid. Absent such a timely election, a Director or first time nominee for
Director shall be deemed to have elected to receive such Compensation
entirely in cash.

(b) The number of shares of Common Stock payable to a Director
pursuant to an election under Section 2.2(a) shall be equal to the number
of shares of Common Stock that could have been purchased with the amount of
Compensation that would otherwise have been paid to the Director in cash at
the Closing Price of shares of Common Stock on the day such Compensation
would otherwise have been so paid. The balance of such Compensation, if
any, shall be paid to the Director in cash.

(c) A Director may, pursuant to Section 2.2(a), file a new current
Compensation election or revoke a prior current Compensation election each
Plan Year effective as of July 1 of the immediately succeeding Plan Year.
If no new election or revocation of a prior election is made prior to July
1 of any

2
<PAGE> 41

Plan Year, the election or deemed election in effect for such Plan Year
shall continue to be effective and irrevocable for the immediately
succeeding Plan Year.

2.3 DEFERRED COMPENSATION.

(a) (i) A Director may irrevocably elect to defer receipt, in
increments of twenty-five percent (25%), of Compensation payable
to him during the immediately succeeding Plan Year. Such election
must be made in writing and delivered to the Committee prior to
December 15, 1995 with respect to the 1996 Plan Year and
thereafter prior to July 1 of any Plan Year effective as of
January 1 of the immediately succeeding Plan Year.

(ii) A first time nominee for Director may irrevocably elect to
defer receipt, in increments of twenty-five percent (25%), of
Compensation payable to him on or after July 1 of the Plan Year in
which he first becomes a Director. Such election must be made in
writing and delivered to the Committee prior to the date on which
such nominee becomes a Director.

(b) A Director may, pursuant to Section 2.3(a)(i), file a new deferred
Compensation election or revoke a prior deferred Compensation election each
Plan Year applicable to the immediately succeeding Plan Year. If no new
election or revocation of a prior election is made prior to July 1 of any
Plan Year, the election, if any, in effect for such Plan Year shall
continue to be effective and irrevocable for the immediately succeeding
Plan Year. If a Director does not timely elect to defer Compensation
payable to him during a Plan Year, all such Compensation shall be paid
directly to such Director in accordance with Section 2.2.

2.4 ALLOCATION OF DEFERRED COMPENSATION. A Participant may irrevocably
elect to initially allocate all or a portion, in increments of twenty-five
(25%), of his deferred Compensation to a Cash Account, a Stock Account, or a
combination of both such Accounts. Any such allocation shall be specified in the
election made pursuant to Section 2.3; provided, however, that in the case of a
first time nominee for Director, such election must be so made and delivered not
later than six months in advance of the first date in such Plan Year as of which
such Compensation would otherwise be paid. Absent such a timely election, a
Participant shall be deemed to have elected to allocate such deferred
Compensation to his Cash Account. Deferred Compensation allocated to a Cash
Account or Stock Account shall result in Cash Credits or Stock Credits,
respectively.

2.5 ACCOUNTS.

(a) The Cash Account of a Participant shall be credited, as of the day
the deferred Compensation otherwise would have been paid to such
Participant, with Cash Credits equal to the dollar amount of such deferred
Compensation and shall be reduced, as of the day that any amount is
distributed or transferred therefrom, by Cash Credits equal to the amount
of such distribution or transfer. As of the last day of each calendar
month, the Participant's Cash Account shall be credited with additional
Cash Credits in an amount equal to the product of the average daily balance
in his Cash Account during such month (determined after adjustment for any
deferred Compensation credited thereto and any amount distributed or
transferred therefrom as of each day in such month) and an interest rate
equal to the Stated Interest Rate.

(b) The Stock Account of a Participant shall be credited, as of the
day the deferred Compensation otherwise would have been paid to such
Participant, with Stock Credits equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased with
the amount of such deferred Compensation at the Closing Price of shares of
Common Stock on the day as of which such

3
<PAGE> 42

Stock Account is so credited and shall be reduced as of the day that any
amount is distributed or transferred therefrom by the number of Stock
Credits attributable to such distribution or transfer.

(c) As of the date any dividend is paid to holders of shares of Common
Stock, the Participant's Stock Account shall be credited with additional
Stock Credits equal to the number of shares of Common Stock (including
fractions of a share) that could have been purchased, at the Closing Price
of shares of Common Stock on such date, with the amount that would have
been paid as dividends on that number of shares of Common Stock (including
fractions of a share) which is equal to the number of Stock Credits
attributable to the Participant's Stock Account as of the record date of
such dividend. In the case of dividends paid in stock, the amount of the
dividend shall be deemed to be the fair market value of the stock at the
time of the payment thereof, as determined in good faith by the Committee.

(d) No Compensation payable to a Director after June 30, 1996 may be
deferred to a Deferred Benefit Account. As of July 1, 1996, Deferred
Benefit Account balances will be converted to Cash Credits to the
Participants' Cash Accounts, or Stock Credits to Participant's Stock
Accounts, as elected by the Participant. The amount of such Cash Credits
and Stock Credits shall be determined in accordance with Sections 2.5(a),
2.5(b) and 2.5(c), respectively, as if the converted amounts constituted
deferred Compensation on the date of such conversion. Such election must be
in writing and delivered to the Committee prior to December 15, 1995 and
shall be irrevocable. Absent such a timely election, a Participant's
Deferred Benefit Account balance shall be automatically converted to Cash
Credits.

(e) A Participant shall be one hundred percent (100%) vested in his
Accounts at all times.

2.6 DISTRIBUTIONS UPON TERMINATION.

(a) Distribution of a Participant' s Accounts shall be made or
commence in accordance with such Participant's election as of the first
Business Day of the month following the month in which such Participant's
service as a Director ceases unless the Participant has elected a later
month.

(b) A Participant may elect to receive his Accounts in monthly cash
installments not to exceed one hundred twenty (120) separate installments
or in a single sum. Such single sum may be paid either in cash or in whole
shares of Common Stock (and cash for any fractions of a share) or in
combination of both, in increments of twenty-five percent (25%). The
Committee shall distribute such Accounts in accordance with such election
or, if no such election is made, in a single cash installment.

(c) (i) In the event of an election to receive all or a portion of his
Stock Account in shares of Common Stock, the Participant shall, to
the extent of such election, receive one such share with respect
to each Stock Credit (including any Stock Credits resulting from a
transfer pursuant to the second sentence in Section 2.6(c)(ii))
allocated to his Stock Account (and cash for any fractions of a
share). In the event of an election or deemed election to receive
all or a portion of his Stock Account in cash, the Participant
shall, to the extent of such election or deemed election, receive
an amount in cash equal to the product of the number of Stock
Credits allocated to his Stock Account and the Closing Price of
shares of Common Stock on the last Business Day of the month
immediately preceding the month in which such distribution is to
be made.

(ii) In the event of an election or deemed election by the
Participant to receive all or a portion of his Cash Account in cash,
the Participant shall, to the extent of such election or deemed
election, receive an amount in cash equal to the current balance in
such Cash Account. In the

4
<PAGE> 43

event of an election by the Participant to receive all or a portion
of his Cash Account in shares of Common Stock, the Participant shall
be deemed to have irrevocably elected to transfer the appropriate
such amount from his Cash Account to his Stock Account in accordance
with Section 2.8(b) effective as of the last Business Day of the
month immediately preceding the month in which such distribution is
to be made.

(d) (i) The amount of a monthly cash installment with respect to a
Participant's Cash Account shall be equal to the product of the current
balance in such Cash Account and a fraction, the numerator of which is one
and the denominator of which is the total number of installments elected
minus the number of installments previously paid.

(ii) The amount of a monthly cash installment with respect to such
Participant's Stock Account shall be equal to the product of the
number of Stock Credits attributable to such installment and the
Closing Price of shares of Common Stock on the last Business Day of
the month immediately preceding the month in which such installment
is to be paid. The number of Stock Credits attributable to an
installment shall be equal to the product of the current number of
Stock Credits attributable to such Stock Account and a fraction, the
numerator of which is one and the denominator of which is the total
number of installments elected minus the number of installments
previously paid.

(iii) All monthly cash installments shall commence and be paid as of
the first Business Day of the month.

(e) A Participant's elections referred to in this Section 2.6 must be
in writing and delivered to the Committee with such Participant's election
to defer Compensation pursuant to Section 2.3(a). A Participant may at any
time not less than one year prior to the date as of which the distribution
of such Participant's Accounts is made or commences change such elections
pursuant to an election in writing delivered to the Committee, which
election shall be irrevocable during such one-year period.

2.7 IN-SERVICE DISTRIBUTIONS.

(a) A Participant may, as of the first Business Day of the month,
receive payment of all or part of his Accounts while still a Director. Any
such election must be in writing and delivered to the Committee not less
than one year in advance of the effective date thereof, which election
shall be irrevocable during such one-year period; provided, however, that
if the Participant' s service as a Director terminates prior to the
effective date of such election, such election shall be deemed
automatically revoked. Such in-service distributions may be made on the
same basis as distributions upon termination pursuant to Section 2.6.

2.8 TRANSFERS.

(a) A Participant may elect to transfer all or a portion, in
increments of twenty-five percent (25%), of his Stock Account to his Cash
Account effective as of the first business day of any Plan Year. The amount
to be credited to such Participant's Cash Account shall be equal to the
product of the applicable percentage (as elected by the Participant) of the
number of Stock Credits then credited to his Stock Account and the Closing
Price of shares of Common Stock on the effective date of such transfer.

5
<PAGE> 44

(b) A Participant may elect to transfer all or a portion, in
increments of twenty-five percent (25%), of his Cash Account to his Stock
Account effective as of the first business day of any Plan Year. The number
of Stock Credits to be credited to such Participant's Stock Account shall
be equal to the number of shares of Common Stock (including fractions of a
share) that could have been purchased with the value of the applicable
percentage (as elected by the Participant) of the Cash Account at the
Closing Price of shares of Common Stock on the effective date of such
transfer.

(c) Any transfer under this Section 2.8 must be made pursuant to an
irrevocable election in writing delivered to the Committee prior to July 1
of the Plan Year immediately preceding the Plan Year in which such transfer
is to be effective.

2.9 DISTRIBUTION UPON DEATH.

(a) Notwithstanding any other provision of this Plan, upon the death
of a Participant the Committee shall pay all of such Participant's Cash
Account and Stock Account in a single cash sum to such person or persons or
the survivors thereof, including corporations, unincorporated associations
or trusts, as the Participant may have designated. All such designations
shall be made in writing and delivered to the Committee. A Participant may
from time to time revoke or change any such designation by written notice
to the Committee. If there is no person or persons designated or if such
persons shall have all predeceased the Participant or otherwise ceased to
exist, such distributions shall be made to the executor or administrator of
the Participant's estate. Any distribution under this Section 2.9(a) shall
be made as soon as practicable following the end of the month in which the
Committee is notified of the Participant's death or is satisfied as to the
identity of the appropriate payee, whichever is later. The amount of such
single cash sum payable under this Section 2.9(a) with respect to such
Participant's Stock Account shall be equal to the product of the number of
Stock Credits with which such Stock Account then is credited and the
Closing Price of shares of Common Stock on the last Business Day of the
month immediately preceding the month of such Participant's death.

(b) Notwithstanding any other provision of this Plan, upon the death
of a Participant, amounts attributable to his Deferred Compensation Account
shall be distributed in the manner provided in any election or elections
with respect thereto filed by the Participant.

2.10 WITHHOLDING TAXES. The Corporation may defer making payments under
the Plan until satisfactory arrangements have been made for the payment of any
federal, state or local income taxes required to be withheld with respect to
such payment or delivery. Each Director shall be entitled to irrevocably elect,
at least six months prior to the date shares of Common Stock would otherwise be
delivered hereunder, to have the Corporation withhold shares of Common Stock
having an aggregate value equal to the amount required to be withheld. The value
of fractional shares remaining after payment of the withholding taxes shall be
paid to the Director in cash. Shares so withheld shall be valued at the Closing
Price on the regular Business Day immediately preceding the date such shares
would otherwise be transferred hereunder.

ARTICLE 3

THE COMMITTEE

6
<PAGE> 45

the Plan and (v) make such decisions or take such action as the Committee, in
its sole discretion, deems necessary or advisable to aid in the proper
administration of the Plan.

3.2 ELECTIONS, NOTICES. All elections and notices required to be provided
to the Committee under the Plan must be in such form or forms prescribed by, and
contain such information as is required by, the Committee.

3.3 AGENTS. The Committee may appoint an individual or individuals to be
the Committee's agent with respect to the day-to-day administration of the Plan.
In addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

ARTICLE 4

SHARES AVAILABLE

4.1 NUMBER. One Hundred Thousand (100,000) shares of Common Stock are
available for issuance under the Plan in accordance with the provisions hereof
and such other provisions as the Committee may from time to time deem necessary.
This authorization may be increased from time to time by approval of the Board
and by the shareholders of the Corporation if, in the opinion of counsel for the
Corporation, such shareholder approval is required. Stock Credits to
participant's Stock Accounts shall be applied to reduce the maximum number of
shares of Common Stock remaining available under the Plan. Shares of Common
Stock issuable under the Plan may be taken either from authorized but unissued
or treasury shares, as determined by the Corporation.

7
<PAGE> 46

number of shares of capital stock exchanged for one share of Common Stock upon
such consolidation or merger and the number of Stock Credits with which the
Participant's Account then is credited, and the number of shares of Common Stock
available under Section 4.01 shall be similarly adjusted. If in such a
consolidation or merger, holders of shares of Common Stock shall receive any
consideration other than shares of the capital stock of the resulting or
surviving corporation or its parent corporation, the Committee, in its sole
discretion, shall determine the appropriate change in Participants' Accounts.

ARTICLE 5

MISCELLANEOUS

5.4 GOVERNING LAW. This Plan shall be governed by the laws of the State of
Ohio, without regard to the conflict of law provisions thereof.

5.5 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan; provided,
however, that no such termination, amendment or modification shall adversely
affect the rights of any Participant or beneficiary, including his rights with
respect to Cash Credits or Stock Credits credited prior to such termination,
amendment or modification, without his consent. Notwithstanding the foregoing,
the provisions of this Plan that determine the amount, price or timing of
benefits related to Stock Credits shall not be amended more than once every six
months (other that as may be necessary to conform to any applicable changes in
the Internal Revenue Code of 1986, as amended or the rules thereunder), unless
such amendment would be consistent with the provisions of Rule 16b-3 (or any
successor provisions) promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act").

8
<PAGE> 47

5.8 RIGHTS. Participation in this Plan shall not give any Director the
right to continue to serve as a member of the Board or any rights or interests
other than as herein provided.

5.9 USE OF TERMS. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.

5.10 STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
immediately preceding Plan Year shall receive a statement of his Accounts under
the Plan as of December 31 of such preceding Plan Year. Such statement shall be
in a form and contain such information as is deemed appropriate by the
Committee.

5.12 PLAN CONSTRUCTION. Anything in this Plan to the contrary
notwithstanding, is the intent of the Corporation that all transactions under
the Plan satisfy the applicable requirements of Rule 16b-3 so that a Director
who is or becomes a member of a committee administering stock compensation plans
of the Corporation will be "disinterested" as defined in Rule 16b-3 for purposes
of administering such plans, will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Exchange Act, and will not be
subjected to avoidable liability thereunder. To the extent any provision of the
Plan, action by the Committee or election by a Director fails to so comply, it
shall be deemed null and void to the extent permitted by law.

5.13 HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
inserted for reference only and are not to be considered in the construction of
the Plan.

5.14 STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by
the Board and shall become effective as of July 1, 1996, subject to the approval
of this Plan by the stockholders of the Corporation.

9
<PAGE> 48

<TABLE>
<S> <C> <C> <C> <C>
/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except

1. For the election of all Class II / / / / / /
Directors.

Nominees:
Karen S. Belden, R. Cary Blair, Robert W. Briggs
Elizabeth A. Dalton, Clifford J. Isroff
and Stephen E. Myers

Instruction: To withhold authority to vote for any individual nominee,
mark the "For All Except" bar and strike a line through the
nominee's name in the list above.

RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date
- - ---------------------------------------------------------------------------

- - ----Shareholder sign here----------------------Co-owner sign here----------

For Against Abstain
2. To approve the FirstMerit Corporation / / / / / /
Executive Deferred Compensation Plan.

For Against Abstain
3. To approve the FirstMerit Corporation / / / / / /
Director Deferred Compensation Plan.

4. Such other business as properly may come before said meeting and
any adjournment(s) thereof.

This Proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If
this Proxy is signed and no direction is made, this Proxy will
be voted FOR all proposals set forth herein.

Mark box at right if comments or address change have / /
been noted on the reverse side of this card.

</TABLE>

DETACH CARD DETACH CARD

FIRSTMERIT CORPORATION

Dear Shareholder:

Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of Shareholders, April
10, 1996.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

FirstMerit Corporation

<PAGE> 49
FIRSTMERIT CORPORATION PROXY

SOLICITED BY THE BOARD OF DIRECTORS

WILLIAM B. POE, FRANK H. HARVEY, JR. AND GERALD F. SCHROER, or any of them,
with full power of substitution, are hereby authorized to represent the
shareholder designated hereby and to vote all Common Stock of such shareholder
in FirstMerit Corporation ("Company") at the Annual Meeting of Shareholders of
the Company to be held on Wednesday, April 10, 1996, and any adjournment(s)
thereof with respect to the matters listed on the reverse side of this card.

PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

Please sign this proxy card exactly as your name or names appear hereon. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- - -------------------------------- -----------------------------------
- - -------------------------------- -----------------------------------
- - -------------------------------- -----------------------------------