FIRSTMERIT CORP, DEF 14A, 1997-02-25

FIRSTMERIT CORP
DEF 14A, 1997-02-25
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

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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)

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

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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[LOGO]
FIRSTMERIT

III Cascade Plaza
Akron, Ohio 44308

February 26, 1997

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Wednesday, April 9, 1997 at 10:00 A.M. at the John S. Knight
Convention Center, 77 E. Mill Street, 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 five Class III Directors whose terms will expire at the Annual
Meeting in 2000. All of the nominees are currently serving as directors. You
will also be asked to consider and approve a proposal to adopt the FirstMerit
Corporation 1997 Stock Plan. This proposal 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,

/s/ John R. Cochran

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 9, 1997

The Annual Meeting of Shareholders of FirstMerit Corporation, an Ohio
corporation ("FirstMerit"), will be held at the John S. Knight Convention
Center, 77 E. Mill Street, Akron, Ohio, on Wednesday, April 9, 1997, at 10:00
A.M. (local time), for the following purposes:

1. To elect five Class III Directors;

2. To approve the FirstMerit Corporation 1997 Stock Plan; and

3. 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 10,
1997, 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 26, 1997

THE 1996 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 9, 1997, 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 10, 1997, 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 32,085,000
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, Akron, Ohio 44308, telephone number (330) 996-6300. This Proxy
Statement, together with the related Proxy Card and FirstMerit's 1996 Annual
Report to Shareholders, is being mailed to the shareholders of FirstMerit on or
about February 26, 1997.

Under Ohio law, FirstMerit's Amended and Restated Articles of Incorporation
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 will be elected directors. A majority of the outstanding shares of
Common Stock constitutes a quorum. 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 counted
for voting purposes.

The second proposal must be approved by the affirmative vote of the holders
of a majority of the shares of Common Stock, present in person or represented by
proxy at the Annual Meeting, assuming a quorum is present. An abstention from
voting any share with respect to this proposal will have the practical effect of
a vote against the proposal. A broker non-vote with respect to any share will
not affect the approval of the proposal since the share is not counted for
voting purposes.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

NOMINEES

Five Class III 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,

1
<PAGE> 5

pursuant to Article 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, all of whom presently are directors of
FirstMerit. 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
meetings, 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 III DIRECTORS
(TERM EXPIRING IN 2000)(a)

Robert M. Carter 46 Attorney, Carter & Associates, 200(d)
attorneys, Cleveland, Ohio; formerly 3,000(f)
independent practitioner; Director,
Ohio Edison Company, Akron, Ohio, a
publicly held electric utility company

Terry L. Haines 50 President, Chief Executive Officer and 1,712(e)
Director, A. Schulman, Inc., Akron, 2,400(f)
Ohio, a publicly held manufacturer and
wholesaler of plastic materials

Robert G. Merzweiler 43 President and Chief Executive Officer, 1,500(d)
Landmark Plastic Corporation, Akron, 3,000(f)
Ohio, a manufacturer of plastic products
</TABLE>

2
<PAGE> 6

CLASS I DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1998)(A)
John R. Cochran 54 President and Chief Executive Officer of 102,028(d)
FirstMerit, formerly President and Chief 13,710(e)
Executive Officer, Norwest Bank, Omaha, 95,000(f)
Nebraska
Philip A. Lloyd, II 50 Attorney, Brouse & McDowell, Akron, 10,673(d)
Ohio,
a legal professional association 144,676(e)(g)
3,000(f)
Gilbert H. Neal 64 Formerly President and Chief Executive 2,248(d)
Officer, General Tire Inc., Akron, Ohio, 3,000(f)
a
manufacturer of tires
Roger T. Read 55 Formerly Chairman, Chief Executive 40,012(e)
Officer
and President, Harwick Chemical 2,400(f)
Corporation, Akron, Ohio, a manufacturer
and
wholesaler of chemicals and allied
products
Del Spitzer 69 President, Spitzer Management, Inc., 2,124(d)
Elyria,
Ohio, a management firm for several 1,690(e)
enterprises including Spitzer Auto 3,000(f)
Stores, a
group of retail automobile dealerships

CLASS II DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1999)(A)
Karen S. Belden 55 Co-owner of Easterday's Gift Shop and 5,427(d)
Florist, Canton, Ohio; and Realtor, The 84,800(e)(g)
Prudential-DeHoff Realtors, Canton, 600(f)
Ohio;
formerly Director of The CIVISTA
Corporation, a publicly held savings and
loan
holding company
R. Cary Blair 57 Chairman, President and Chief Executive 1,945(e)
Officer of Westfield Companies, 600(f)
Westfield Center, Ohio, a group of
insurance
companies; Director, The Davey Tree
Expert
Company, Kent, Ohio, a publicly held
horticultural company
Robert W. Briggs 55 President, Buckingham, Doolittle & 585(d)
Burroughs, Akron, Ohio, a legal 53,801(e)
professional association 600(f)
</TABLE>

3
<PAGE> 7

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
PRINCIPAL OCCUPATION FOR PAST FIVE YEARS OWNED
NAME AGE AND OTHER INFORMATION NUMBER-PERCENT(b)(c)
- - ---------------------------- ---------------------------------------- --------------------
<S> <C> <C> <C>
Elizabeth A. Dalton 68 Formerly member of Board of Education of 2,291(d)
the Akron City School District 738(e)
3,000(f)
Clifford J. Isroff 60 Chairman and Secretary, I Corp., Akron, 4,600(d)
Ohio, a manufacturing holding company 3,000(f)
Stephen E. Myers 53 President, Chief Executive Officer and 6,398(d)
Director of Myers Industries, Inc., 1,200(f)
Akron,
Ohio, a publicly held manufacturer and
distributor of rubber, plastic and
formed metal
products; Director, Reko International
Group,
Inc., a publicly held manufacturer of
plastic
injection molds
</TABLE>

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

(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; Mr. Cochran, 1995; and Mrs. Belden and
Messrs. Blair and Briggs, 1996.
(b) Number of shares beneficially owned is reported as of January 31, 1997. None
of the directors beneficially owns one percent (1%) or more of the
outstanding shares of FirstMerit Common Stock.
(c) All directors and executive officers as a group (27 persons) beneficially
owned 957,269 shares of Common Stock as of January 31, 1997. This represents
approximately 2.98% 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 1992 Stock Option Program ("1992 Stock Plan") or 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, 78,947; Mr. Briggs, 53,801; Mrs. Dalton,
738; and Mr. Lloyd, 130,210.

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 Community Development Corporation, FirstMerit Credit Life
Insurance Company, First National Bank of Ohio, The Old Phoenix National Bank of
Medina, Peoples Bank, N.A. and Peoples National Bank, are the wholly owned
operating subsidiaries of FirstMerit (the "Subsidiaries").

4
<PAGE> 8

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of FirstMerit has several committees and has
appointed members to such committees since the 1996 Annual Meeting of
Shareholders.

The Audit and Review Committee consisted of Robert G. Merzweiler, Chairman,
Karen S. Belden, Robert W. Briggs and Roger T. Read. It met five times during
1996 to examine and review internal and external reports of operations of
FirstMerit and the Subsidiaries for presentation to the full Board of Directors.

The Loan Committee consisted of Robert M. Carter, Chairman, John C.
Blickle, Elizabeth A. Dalton and Del Spitzer. It met four times during 1996 to
monitor the lending activities of the Subsidiaries to help assure such
activities were conducted in a manner 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 (among other plans)
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 for Employees of FirstMerit Corporation and Subsidiaries ("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 1996. Its members consisted of
Philip A. Lloyd, II, Chairman, R. Cary Blair, Terry L. Haines, Clifford J.
Isroff 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, John C. Blickle, John R. Cochran, Philip A. Lloyd,
II, Roger T. Read, Justin T. Rogers, Jr. and Del Spitzer. It met eight times
during 1996.

There were eight regularly scheduled and special meetings of the Board of
Directors in 1996. All of the directors attended more 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 Nasdaq, 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 1996 all
reports were duly and timely filed by the Section 16 Filers.

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<PAGE> 9

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 table shows the compensation of the individuals
serving in the capacity of Chief Executive Officer, 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, December 31, 1996 (collectively the "Named
Executive Officers"), and for the fiscal years ended December 31, 1995 and 1994:

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(7) SATION(8)
- - --------------------- ----- -------- -------- ------- ---------- --------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
John R. Cochran(1) 1996 430,000 -0-(4) 32,652 -0- 100,000 218,790
President and Chief 1995 333,333 140,000(4) -0- 12,500 75,000 103,792
Executive Officer 1994 -- -- -- -- -- --

Robert P. Brecht 1996 180,250 34,000 -0- -0- 30,000 70,863
Executive Vice 1995 158,030 19,157 -0- -0- 2,490 39,101
President 1994 133,030 37,885 -0- -0- 3,050 24,569

Jack R. Gravo(9) 1996 195,920 46,384 -0- -0- 37,500 59,460
Executive Vice 1995 167,083 5,000 -0- -0- 2,950 22,919
President 1994 -- -- -- -- -- --

John R. Macso 1996 263,013 44,975 42,123 -0- 52,500 93,093
Executive Vice 1995 222,901 42,876 33,560 -0- 5,100 37,715
President 1994 183,008 43,860 -0- -0- 4,050 15,142

W. Daniel Waldron 1996 190,389 40,803 -0- -0- 22,500 63,981
Executive Vice 1995 185,520 5,469 -0- -0- 3,220 39,415
President 1994 171,057 49,231 -0- -0- 3,760 19,107
</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 1996, 1995 and 1994, 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. No cash bonus was paid Mr. Cochran in
1996 since he was paid a bonus in December 1995 as part of his original
compensation package.

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

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<PAGE> 10

(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, 1996, the fair market value
of such shares equaled $443,750, based upon a closing market value of $35.50
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 1996.

(7) Stock Options granted in 1996 to each Named Executive Officer, other than
Mr. Cochran, consisted of two separate grants: a "multi-year" grant,
representing a grant equal to approximately three times each Named Executive
Officer's annual grant, and a "performance-vested" grant, equal to one-half
the size of each Named Executive Officer's multi-year grant. The multi-year
grants vest in 33 1/3% increments on the anniversary of the option grant in
1997, 1998, and 1999. The performance-vested grants vest in January 1999,
but only if FirstMerit reaches a specified level of cumulative earnings per
share ("EPS") (otherwise they will vest in August, 2005). In 1996, Mr.
Cochran received only a performance-vested grant and an annual grant. The
breakdown between the multi-year grant, the performance-vested grant, and
annual grants is shown in the table "Options/SAR Grants in Last Fiscal
Year."

(8) "All Other Compensation" for 1996 includes the following: (i) contributions
to FirstMerit's 401(k) Plan to match the 1996 pre-tax elective deferral
contributions made by each to the 401(k) Plan: Mr. Cochran, $4,750, Mr.
Brecht, $7,125, Mr. Gravo, $6,107, Mr. Macso, $7,125, and Mr. Waldron,
$7,125; (ii) amounts accrued under FirstMerit's 1992 Stock Plan as "Dividend
Units" (an accrued right to a cash payment) granted: Mr. Cochran, $182,498,
Mr. Brecht, $46,777, Mr. Gravo, $40,445, Mr. Macso, $67,299, and Mr.
Waldron, $40,238; (iii) amounts paid or accrued by FirstMerit for life and
accidental death insurance under FirstMerit's Insurance Program: Mr.
Cochran, $31,542, Mr. Brecht, $16,961, Mr. Gravo, $12,908, Mr. Macso,
$18,669, and Mr. Waldron, $16,618; and (iv) amounts paid or accrued by
FirstMerit for fees as a director and committee member of FirstMerit: Mr.
Cochran, $-0-, Mr. Brecht, $-0-, Mr. Gravo, $-0-, Mr. Macso, $-0-, and Mr.
Waldron, $-0-.

(9) Mr. Gravo became employed by a Subsidiary of FirstMerit in February, 1995.

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<PAGE> 11

STOCK OPTIONS

The following table contains information concerning the grant of stock
options and/or dividend units during fiscal 1996 under FirstMerit's 1992 Stock
Plan to the Named Executive Officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE 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>
John R. Cochran.... 40,000(3) 7.02% $29.50 2/16/06 $ 742,096 $1,880,616
60,000(4) 10.53 29.50 2/16/06 1,113,143 1,250,436
------- -----
100,000 17.55
Robert P. Brecht... 20,000(5) 3.51 29.50 2/16/06 371,048 416,812
10,000(4) 1.75 29.50 2/16/06 185,524 208,406
------- -----
30,000 5.26
Jack R. Gravo...... 20,000(5) 3.51 29.50 2/16/06 371,048 416,812
10,000(4) 1.75 29.50 2/16/06 185,524 208,406
5,000(5) .88 29.25 7/19/06 91,976 103,320
2,500(4) .44 29.25 7/19/06 45,988 51,660
------- -----
37,500 6.58
John R. Macso...... 35,000(5) 6.14 29.50 2/16/06 649,334 729,421
17,500(4) 3.07 29.50 2/16/06 324,667 364,711
------- -----
52,500 9.21
W. Daniel Waldron.. 15,000(5) 2.63 29.50 2/16/06 278,286 312,609
7,500(4) 1.32 29.50 2/16/06 139,143 156,305
------- -----
22,500 3.95
Total All 569,990
Employees........
</TABLE>

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

(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 Compensation Committee. 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).
If granted by the Committee, a one-time reload option of NQSOs may be
granted equal to the number of whole shares used by the participant to
exercise an option. Shares of stock acquired upon the exercise of the reload
option are restricted from sale for two years. In the event of a "Change of
Control," unless the Committee otherwise determines, any unvested Stock
Options will immediately vest. "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.

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<PAGE> 12

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 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.

(3) NQSOs which vest one year after grant.

(4) NQSOs which vest at the earlier of January, 1999 if FirstMerit has a
specified cumulative earnings per share, or August 16, 2005.

(5) NQSOs which vest 33 1/3% on the anniversary date of the grant in 1997, 1998
and 1999.

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 IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FISCAL YEAR-END YEAR- END
------------------ -------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- - -------------------------- --------------- -------- ------------------ -------------------
<S> <C> <C> <C> <C>
John R. Cochran -0- $ -0- 35,000/140,000 $412,500/$1,080,000
Robert P. Brecht 4,148 50,572 10,782/30,000 136,255/180,000
Jack R. Gravo -0- -0- 2,950/37,500 33,925/226,875
John R. Macso 17,010 157,065 -0- /52,500 -0- /315,000
W. Daniel Waldron 9,000 115,515 18,280/22,500 275,956/135,000
</TABLE>

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

(1) Based upon the closing price reported in the Nasdaq National Market System
("Nasdaq") for the Common Stock of FirstMerit on December 31, 1996. This
computation does not include the value of any Dividend Units which might be
paid during such time.

9
<PAGE> 13

BENEFICIAL OWNERSHIP AND STOCK OWNERSHIP GUIDELINES

The following table sets forth certain information regarding the Named
Executive Officers' beneficial ownership of the Common Stock of the Company as
of January 31, 1997.

<TABLE>
<CAPTION>
TITLE OF NUMBER OF PERCENT OF
CLASS NAME OF OFFICER SHARES(1) CLASS(2)
- - ------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Common Stock John R. Cochran 197,028 --
Common Stock Robert P. Brecht 24,624 --
Common Stock Jack R. Gravo 70,028 --
Common Stock John R. Macso 26,384 --
Common Stock W. Daniel Waldron 66,378 --
</TABLE>

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

(1) The amounts shown represent the total shares owned outright by such
individuals together with shares which are issuable upon the exercise of
currently exercisable stock options. These individuals have the right to
acquire the shares indicated after their names, upon the exercise of such
stock options: Mr. Cochran, 95,000; Mr. Brecht, 17,448; Mr. Gravo, 9,616;
Mr. Macso, 11,666; and Mr. Waldron, 23,280.

(2) None of the listed officers owns more than one percent of the applicable
class.

In February 1996, the Board adopted stock ownership guidelines for its
officers and directors. The guidelines state that within five years after
adoption, officers of FirstMerit should own Common Stock equal to at least the
following levels of their base salary: Chief Executive Officer, five times;
Executive Vice President, three times; and Senior Vice President, two times.

PENSION PLANS

Under the Pension Plan for Employees of FirstMerit Corporation of Ohio and
Subsidiaries (the "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 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 1996) 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 base 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 Pension Plan are actuarially determined and cannot be
appropriately allocated to individual participants. As of December 31, 1996, the
following had the number of years of credited service indicated: Mr. Cochran had
two years, Mr. Brecht, 11 years, Mr. Gravo, 21 years, Mr. Macso, 31 years, and
Mr. Waldron, 36.1 years.

10
<PAGE> 14

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, 1996 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 $40,475 $53,967 $67,458 $80,950 $94,442 $104,567
200,000 54,725 72,967 91,208 109,450 127,692 141,192
250,000 68,975 91,967 114,958 137,950 160,942 177,817
300,000 83,225 110,967 138,708 166,450 194,192 214,442
350,000 97,475 129,967 162,458 194,950 227,442 251,067
400,000 111,725 148,967 186,208 223,450 260,692 287,692
450,000 125,975 167,967 209,958 251,950 293,942 324,317
500,000 140,225 186,967 233,708 280,450 327,192 360,942
550,000 154,475 205,967 257,458 308,950 360,442 397,567
600,000 168,725 224,967 281,208 337,450 393,692 434,192
650,000 182,975 243,967 304,958 365,950 426,942 470,817
</TABLE>

The foregoing figures are provided without regard to limitations on annual
pension benefits that may be paid from a tax-qualified pension plan and trust
under the Internal Revenue Code ("Code").

FirstMerit has adopted the Supplemental Pension Plan for its employees,
including executive officers. Under this Plan, persons entitled to receive
benefits under the 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, R. Cary Blair, Terry L. Haines, Clifford J. Isroff and Justin T.
Rogers, Jr. In serving on the Compensation Committee, Mr. Lloyd participated in
the determination of the compensation to be received by the executive officers
of FirstMerit. With regard to stock-based compensation and compensation subject
to the Section 16 rules, effective

11
<PAGE> 15

November 1, 1996 and thereafter, Mr. Lloyd has recused himself from the
determination of such compensation.

Philip A. Lloyd, II, is also a director of FirstMerit and served 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 1996, Brouse & McDowell was paid $230,212 for legal services rendered to
FirstMerit and $1,008,698 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 Officer and the other Named Executive Officers.

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, as amended May 15, 1996. 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 an amount
payable in one lump sum. This amount 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 an amount equal to the average annual incentive
compensation paid to Mr. Cochran over the two years preceding the Change of
Control, multiplied by three. Such amount will not be paid, 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. In addition, Mr.
Cochran is to receive benefits during the three-year period after termination
which 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."

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. All of the
other Named Executive Officers ("Officers") have agreements which have a Change
of Control provision. The Officers' termination agreements are identical to that
provided to Mr. Cochran and

12
<PAGE> 16

discussed above, except that the applicable amount and period for benefits is
two years, and the outplacement amount is $25,000.

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, composed entirely of the
following directors: Philip A. Lloyd, II, Chairman, R. Cary Blair, Terry L.
Haines, Clifford J. Isroff and Justin T. Rogers, Jr. None of these directors is
an employee of FirstMerit.

ESTABLISHMENT OF EXECUTIVE COMPENSATION PROGRAM AND PROCEDURES

The Compensation Committee has utilized the services of Sibson & Company
("Sibson"), a nationally recognized independent compensation consulting company,
to 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 was requested to review
the executive compensation program being utilized and compare it to similar
programs of 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 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 have been utilized by the Committee and Board of
Directors.

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 approval by the members of the Board of Directors who
are not employees of FirstMerit ("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 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 directors.

As an overall evaluation tool 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 published financial industry 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

13
<PAGE> 17

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 THE NAMED EXECUTIVE OFFICERS COMPENSATION

For 1996, the executive compensation program for the Named 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
outside of FirstMerit.

Significant weight is also given to the views of the Chief Executive
Officer of FirstMerit regarding how the Named Executive Officer has succeeded in
his or her annual performance goals. These goals are established by the Chief
Executive Officer for each Executive Officer, including personal and bank 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 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 approval by the non-employee directors.

INCENTIVE COMPENSATION. Incentive compensation includes two programs: the
award of cash bonuses through the Compensation Program 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 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 target is established by the
Committee. The performance target 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 are to be achieved during the year so that an
incentive bonus can be awarded. ROA and EPS are each weighted equally in
the determination of any incentive bonus. 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
Compensation Program. An incentive bonus award for a Named Executive
Officer depends upon two basic factors: (i) the position held by the Named
Executive Officer which establishes a maximum bonus available based upon a
percentage of the officer's base salary, and (ii) the extent to which the
performance target indicates that ROA and EPS exceeded the threshold
levels.

14
<PAGE> 18

All incentive bonus awards are currently paid in cash. The bonuses
paid in 1996 were based upon FirstMerit's 1995 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. 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.

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 performance.
In 1996, the Committee determined to award two separate types of NQSOs
stock options. The first was a "performance" stock option, which vests in
January, 1999, but only if a target cumulative EPS is achieved, otherwise
the option vests August 16, 2005. The second is a "multi-year" stock option
representing a grant equal to approximately three times each Named
Executive Officer's annual grant, as determined by the Committee, which
vests in 33 1/3% increments on the anniversary of the option grant in 1997,
1998, and 1999. The Chief Executive Officer did not receive a multi-year
grant in 1996. The Committee does not intend to make additional
performance-vested grants in 1997 or 1998, nor to make additional stock
option grants of any kind, except to newly-hired or promoted executives, to
any Named Executive Officer who received a performance-vested or multi-year
grant in 1996.

The option grants made in 1996 for all participants in the 1992 Stock
Plan were for 569,990 shares of FirstMerit Common Stock, of which 242,500
shares, or 42.5% of all options granted were awarded the Named Executive
Officers.

Stock Ownership Guidelines. In February 1996, the Board adopted stock
ownership guidelines for its officers and directors. The guidelines state
that within five years after adoption, officers of FirstMerit should own
Common Stock equal to at least the following levels of their base salary:
Chief Executive Officer, five times; Executive Vice President, three times;
and Senior Vice President, two times.

DETERMINATION OF THE CHIEF EXECUTIVE OFFICER'S COMPENSATION

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, an $80.2 billion dollar bank holding company located in
Minneapolis, Minnesota. Mr. Cochran's compensation for 1995 was the subject of
negotiation and was approved by the Board after a national compensation
consulting firm provided the Board with a detailed analysis and its opinion that
the compensation package was fair and in the best interests of FirstMerit. 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."

As the Chief Executive Officer, Mr. Cochran's base salary for 1996 was
determined by the Committee through an assessment of several areas, including
the execution of the restructuring program, the annual financial results of
FirstMerit and his overall performance as a leader of the Company. In
determining compensation, the execution of the restructuring program and the
annual financial results (which focused on net operating income) were given a
75% weight by the Committee, whereas overall performance as a leader

15
<PAGE> 19

was given a 25% weight 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 information from Sibson to determine if there were any
overall trends in the financial services industry regarding compensation of
chief executive officers that which would suggest any adjustments to the amounts
to be paid to Mr. Cochran.

During 1996, Mr. Cochran participated in the 1992 Stock Plan, but did not
participate in the Compensation Program. No cash bonus was awarded in 1996 since
Mr. Cochran was paid a bonus in December, 1995 as part of his original
negotiated compensation package. The determination of the stock option grants to
Mr. Cochran were awarded by the Committee on the same basis as the other Named
Executive Officers, except that he did not receive a multi-year stock option
grant. Accordingly, the Committee may consider a stock option grant to Mr.
Cochran in 1977 and 1978.

Based on these factors, the Committee established Mr. Cochran's annual base
salary for 1996 at $440,000, which was a 10% increase from his 1995 base salary.
Mr. Cochran was also granted options to purchase 100,000 shares of FirstMerit
Common Stock at a per share price of $29.50 100% of the fair market value on the
date of grant). All of the options granted were NQSOs. Of the options for
100,000 shares, 40,000 vested within one year of the grant. The remaining 60,000
were performance options which vest at the earlier of January, 1999, but only if
a specified EPS is realized, otherwise they vest on August 16, 2005. The grant
was made in accordance with the guidelines of the Committee referenced above and
equated to 17.54% of all options granted in 1996 to participants in the 1992
Stock Plan.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Committee has reviewed the qualifying compensation regulations issued
by the Internal Revenue Service under Code 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. Under the FirstMerit Corporation Executive
Deferred Compensation Plan ("Executive Deferred Plan"), which was approved by
the shareholders in April, 1996, amounts deferred by executives will not be
subject to Section 162(m). The Executive Deferred Plan permits executive
officers of FirstMerit to elect to defer their base salary and incentive
compensation in "stock units" (which are not actual shares of FirstMerit Common
Stock but are tied to the performance thereof.)

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

<TABLE>
<S> <C>
Philip A. Lloyd, II, Chairman R. Cary Blair
Terry L. Haines Clifford J. Isroff
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, 1991 and ended
December 31, 1996.(1)

<TABLE>
<CAPTION>
Measurement Period Nasdaq Banks
(Fiscal Year Covered) FMER Nasdaq (2) S&P 500
<S> <C> <C> <C> <C>
1991 100.00 100.00 100.00 100.00
1992 129.40 116.38 145.55 107.61
1993 149.75 133.59 165.99 118.43
1994 148.38 130.59 165.38 119.99
1995 187.14 184.67 246.32 165.03
1996 229.41 227.16 325.60 202.90

<FN>
- - ---------------

(1) Assumes that the value of the investment in FirstMerit Common Stock and each
index was $100 on December 31, 1990 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
effective in April 1996:

<TABLE>
<CAPTION>
ANNUAL FEE PER FEE PER
BASE RETAINER FEE BOARD MEETING COMMITTEE MEETING
- - ----------------- ------------- -----------------
<S> <C> <C>
$12,000 $ 700 $ 700
</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 Director Deferred Compensation Plan ("Director Deferred
Plan"), which was approved by the shareholders in April, 1996, permits directors
of FirstMerit who are not employees to elect to defer their fees in either
"stock units" (which are not actual shares of FirstMerit Common Stock but are
tied to the performance thereof), or have them credited by FirstMerit to a
deferred benefit account which is credited with interest at a rate of Moody's
plus two. Eight of FirstMerit's directors participated in the Director Deferred
Plan during 1996.

On April 8, 1992, the shareholders approved the 1992 Directors Stock Plan.
The Directors Stock Plan generally provides for granting of NQSOs 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, NQSOs 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.

In February 1996, the Board adopted stock ownership guidelines for its
officers and directors. The guidelines state that within five years after
adoption, directors of FirstMerit should own Common Stock equal to five times
their base retainer.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1996, 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 1996. 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.

The law firm of Buckingham, Doolittle & Burroughs received fees for the
performance of legal services for FirstMerit and a subsidiary in 1996. Robert W.
Briggs, a Class II Director of FirstMerit, is a shareholder of the law firm. The
amount of Mr. Briggs' interest in such fees cannot practicably be determined.

18
<PAGE> 22

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

PROPOSAL NO. 2

APPROVAL OF THE COMPANY'S 1997 STOCK PLAN

The Board of Directors has adopted, subject to shareholder approval, the
FirstMerit Corporation 1997 Stock Plan (the "1997 Stock Plan"). The Board of
Directors believes that approval of the 1997 Stock Plan will advance the
interests of the Company by providing eligible participants the opportunity to
receive a broad variety of equity-based stock awards.

The Company currently has only 23,040 shares available for grant under the
1992 Stock Plan and 54,400 under the 1992 Director Stock Plan. Both of these
Plans were approved by the shareholders in 1992. Upon the approval of the 1997
Stock Plan by the shareholders, the remaining shares under the 1992 Stock Plan
will be available for grant but the 1992 Director Stock Plan will be suspended
and no further grants will be made thereunder.

A total of 1,100,000 shares of Common Stock have been reserved for issuance
under the 1997 Stock Plan. The number of shares reserved is the amount estimated
to meet the Company's requirements for the next five years.

The following types of awards can be made under the 1997 Stock Plan:
discretionary employee stock options, automatic Director stock options, dividend
units and restricted stock. The maximum number of shares reserved is 1,000,000
for employee stock options and for restricted stock, and 100,000 for Director
stock options. The maximum number of shares of this amount which can be used for
restricted stock grants is 250,000. Restricted stock grants can only be made to
employees. The maximum annual grant which could be made to any one individual is
one and one-half percent of the total outstanding shares of Common Stock of the
Company at the time of grant. No Award may be granted under the 1997 Stock Plan
after ten years from the date of the Plan, but Awards previously granted may
extend beyond such date.

As of January 1, 1997, 33 employees were eligible to participate in the
1992 Stock Plan and all of the non-employee directors were participants in the
1992 Director Stock Plan. Such individuals will also be eligible to participate
in the 1997 Stock Plan if it is approved. It is not currently possible to
determine the benefits or amounts which may be received by the future
participants of the 1997 Stock Plan, other than the directors who will receive
options to purchase 1,200 shares of Common Stock annually.

SUMMARY OF THE 1997 STOCK PLAN

The following summary description of the 1997 Stock Plan is qualified in
its entirety by reference to the full text of the 1997 Stock Plan. Copies of the
plan document may be obtained by a shareholder upon written request to the
Secretary of FirstMerit.

EMPLOYEE STOCK PROGRAM. Awards to participants in the employee stock
portion of the 1997 Stock Plan may be either incentive stock options ("ISOs") or
non-qualified stock options ("NQSOs"). The option price per share for ISOs must
be at least equal to the fair market value of a share of Common Stock on the
date the option is granted; the option price per share for NQSOs, however, may
be set by the Compensation Committee of the Board of Directors ("Compensation
Committee" or "Committee").

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<PAGE> 23

The exercise period for ISOs cannot be more than ten years from the date of
grant, while the exercise period for NQSOs may be set by the Committee. Stock
options are not transferable, except by will or the laws of descent and
distribution, and they may not be subjected to any lien or liability. If granted
at the time of an Award, a one-time reload option may also be granted for NQSOs
equal to the number of whole shares used by the participant to exercise the
option. FirstMerit may also require a participant to pay or otherwise satisfy
applicable withholding for income and employment taxes. The Committee may
prescribe additional rules governing the exercise of Stock Options and may
accelerate their exercisability, subject to certain restrictions imposed under
the Code.

In the event a participant's employment is terminated due to death,
disability or retirement, ISOs awarded to the participant will remain
exercisable for the maximum period allowable under the Code, and NQSOs will
remain exercisable for the remainder of the option term or five years, whichever
is less. If a participant's employment is terminated for any reason other than
death, disability or retirement, all stock options granted under the 1997 Stock
Plan will be canceled immediately; provided, however, that if FirstMerit
terminates a participant for reasons other than misconduct or misfeasance, the
participant may be granted 30 days to exercise any Stock Options; and provided
further, that if termination is attributable to a "Change of Control" (as
defined in the 1997 Stock Plan), any Stock Options previously granted will
continue for their term, or may immediately vest, as determined by the
Committee. An Award may be rescinded following a participant's termination of
employment upon a finding that the participant has directly or indirectly
competed with FirstMerit or has engaged in any activity otherwise adverse to or
not in the best interest of FirstMerit.

DIRECTORS STOCK PROGRAM. Each non-employee director will be awarded
annually, on the day after the Annual Meeting of Shareholders, NQSOs to purchase
1,200 shares of Common Stock. The option price per share is equal to 100 percent
of the fair market value of a share of Common Stock on the date the option is
granted. NQSOs may not be exercised until six months after the date of grant,
then will remain exercisable until ten years from the date of grant. NQSOs are
not transferable, except by will or the laws of descent or distribution, and
they may not be subjected to any lien or liability. If a director is removed for
cause, all NQSOs previously granted will be canceled immediately. If a director
is removed for any reason other than for cause, NQSOs previously granted will
remain exercisable for the remainder of their term or five years, whichever is
less.

DIVIDEND UNITS. The 1997 Stock Plan provides that a dividend unit may be
awarded to participants with respect to each share of Common Stock for which an
option is granted. The amount payable with respect to a 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.
Dividend units may be awarded for terms of ten years, but accrue dividends for a
maximum of five years first following their award. Dividend units are not
transferable, except by will or the laws of descent and distribution, and they
may not be subjected to any lien or liability.

FirstMerit will pay a participant the amount due with respect to dividend
units only upon the exercise of the stock options to which the dividend units
are attached. Dividend units expire upon expiration of the related stock
options. The 1997 Stock Plan provides that in the event of a Change of Control,
FirstMerit may promptly pay to each participant an amount equal to the aggregate
amount accrued on the dividend units held by the participant; or as long as a
participant holds a dividend unit during its term and dividends are accrued
thereon, FirstMerit (or its successor) will continue to make payments with
respect to the dividend units.

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<PAGE> 24

RESTRICTED STOCK PROGRAM. Shares may be awarded under the Restricted Stock
Program for such consideration, if any, as may be deemed appropriate, including
(i) cash or cash equivalents, (ii) promissory notes payable to FirstMerit's
order (which may be subject to cancellation in whole or in part at the
discretion of the Committee) or (iii) services rendered to FirstMerit or its
Subsidiaries. Shares issued under the Restricted Stock Program may be fully
vested upon issuance or may vest over a period of time. The vesting schedule
applicable to each issuance, including (i) the service period to be completed by
the participant or the performance objectives to be achieved by FirstMerit, (ii)
the number of installments in which the shares are to vest, (iii) the interval
to lapse between each installment, and (iv) the effect death, disability or any
other event designated by the Committee is to have on the vesting schedule.

A participant in the Restricted Stock Program will have full shareholder
rights with respect to the issued shares, including the right to vote such
shares and receive all cash dividends paid on such shares, whether or not such
shares are vested. Any new, additional or different securities, however, to
which the participant may become entitled with respect to the issued shares by
reason of (i) any stock dividend, stock split, reclassification,
recapitalization or other similar transaction affecting such shares, or (ii) a
Corporate Transaction (as such term is defined in the section entitled
"Corporate Transaction/Change in Control" below) will be subject to the same
vesting schedule and escrow requirements applicable to those issued shares.
Unvested shares held under the Restricted Stock Program may not be sold,
transferred or assigned, except for certain permitted transfers to the
participant's spouse or issue or transfers effected upon the participant's
death.

ADMINISTRATION OF THE 1997 STOCK PLAN

DISCRETIONARY PROGRAMS. The Employee Stock Program and the Restricted Stock
Program portions of the 1997 Stock Plan (collectively, the "Discretionary
Programs") will be administered by the Compensation Committee of the Board of
Directors. The Compensation Committee is comprised solely of persons who qualify
both as "outside directors" (within the meaning of Code Section 162(m)) and
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934), except that a person who otherwise may not so
qualify may be appointed where a recusal procedure is utilized by the Committee
for Awards under the Plan.

Subject to the terms of the 1997 Stock Plan and approval by the
non-employee Directors of the Board, the Committee has authority to interpret
the 1997 Stock Plan; determine eligibility for the grant of Awards; determine,
modify or waive the terms and conditions of any Award; and otherwise do all
things necessary to carry out the purposes of the 1997 Stock Plan. All awards
are subject to the approval of the non-employee Directors of the Board.

DIRECTORS STOCK PROGRAM. The Directors Stock Program is a self-executing
option program and is administered by the Secretary of the Company.

ELIGIBILITY AND PARTICIPATION

DISCRETIONARY PROGRAMS. In general, the Committee will recommend, and the
non-employee directors of the Board will select, the participants for the
Discretionary Programs. Participants will be among the key employees of the
FirstMerit who are in a position to make a significant contribution to the
success of FirstMerit.

DIRECTORS STOCK PROGRAM. On the day after the Annual Meeting of
Shareholders, each director is automatically awarded a NQSO to purchase 1,200
shares of Common Stock, at the then fair market value.

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<PAGE> 25

PAYMENT AND TAX WITHHOLDING

The full purchase price of any stock option must be paid upon exercise
either in (i) immediately available funds, (ii) shares of Common Stock having an
aggregate fair market value equal to the full purchase price, (iii) a
combination of (i) and (ii), or (iv) by use of a cashless exercise procedure.

CHANGES IN CAPITALIZATION; CHANGE IN CONTROL

In the event the outstanding shares of FirstMerit's Common Stock are
increased or decreased as a result of stock dividends, stock splits,
recapitalizations, reorganizations or other changes in corporate structure
effected without the receipt of consideration, or in the event FirstMerit's
Common Stock is converted into other shares or securities of FirstMerit or any
other corporation in connection with a "Corporate Transaction," then appropriate
adjustments will be made to the class and/or number of shares available for
subsequent issuance under the 1997 Stock Plan.

In the event of a Corporate Transaction or Change of Control, all unvested
options or shares which have been outstanding under the 1997 Stock Plan will
immediately vest in full, except (and to the extent) there are limitations at
the time the options or shares are issued under the 1997 Stock Plan which
preclude such accelerated vesting in whole or in part. The acceleration of the
vesting of restricted shares could have the effect of discouraging a Corporate
Transaction or Change of Control of FirstMerit and in management even though
such Corporate Transaction or Change of Control could be favored by a majority
of shareholders. "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.

VALUATION

For purposes of valuation under the 1997 Stock Plan, the fair market value
of a share of Common Stock, on any relevant date, is the reported closing
selling price per share on the Nasdaq National Market System.

AMENDMENT AND TERMINATION

The Board of Directors may at any time amend, suspend or terminate the 1997
Stock Plan, in whole or part, provided such action does not adversely affect the
rights of participants with respect to outstanding options or shares. No
modification to the 1997 Stock Plan may, without shareholder approval, increase
the number of shares issuable under the 1997 Stock Plan.

Unless sooner terminated by Board action, the 1997 Stock Plan will
terminate upon the earlier of (i) ten years after adoption, or (ii) the first
date when all the shares of FirstMerit's Common stock available for issuance
thereunder, or options therefor, have been issued.

PRICE OF COMMON STOCK

The closing price of the Common Stock on the Nasdaq National Market System
on February 3, 1997 was $37.25

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain federal income tax consequences
of the issuance and exercise of stock options and restricted stock awarded under
the 1997 Stock Plan. The summary does not address all federal tax consequences,
nor does it cover state or local tax consequences.

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<PAGE> 26

OPTIONS. In general, a participant realizes no taxable income on either the
grant or the vesting of a stock option. The exercise of a NQSO results in
ordinary income (generally subject to withholding, if the participant is an
employee) equal to the difference (the "Option Spread") between the value of the
Common Stock purchased and the option exercise price. A corresponding deduction
is available to the Company. In general, the ordinary income associated with the
exercise is measured and taken into account at the time of exercise. Any
subsequent sale of Common Stock purchased under a NQSO may result in a capital
gain or loss.

The exercise of an ISO does not produce ordinary taxable income. However,
because the Option Spread constitutes "alternative minimum taxable income"
(measured and taken into account, in general, at the time of exercise), exercise
of an ISO may result in an alternative minimum tax liability. In addition,
shares purchased under an ISO ("ISO Shares") are subject to special tax holding
rules. If a participant holds on to ISO Shares for at least two years from the
date of the ISO grant and at least one year after exercise, any gain or loss
recognized for tax purposes upon a subsequent sale of the shares will be a
long-term capital gain or loss. A disposition of ISO Shares, however, by the
participant within either of these special holding periods (a so-called
"disqualifying disposition") results in ordinary compensation income in the year
of the disposition equal, in general, to the Option Spread at the time the
option was exercised. The ordinary income realized upon a disqualifying
disposition of ISO Shares is deductible by the Company but is not subject to
withholding. Any additional gain recognized for tax purposes in a disqualifying
disposition will be taxed as short-term or long-term capital gain.

An ISO that is exercised by the participant more than three months
following termination of employment (one year, if termination occurred by reason
of total and permanent disability) is treated for tax purposes as a NQSO. ISOs
granted to a participant under the 1997 Stock Plan (together with ISOs granted
to the participant after 1986 under any other plans of the Company) are also
treated as NQSOs to the extent that, in the aggregate, they first become
exercisable in any calendar year for shares of Common Stock having a fair market
value (determined at time of grant) in excess of $100,000.

Under the so-called "golden parachute" provisions of the Code, certain
awards vested or paid in connection with a Change of Control of the Company may
also be non-deductible to the Company and may be subject to an additional 20%
federal excise tax. Non-deductible "parachute payments" will in general reduce
the $1.0 million limit on deductible compensation under Code Section 162(m), to
the extent such limit is applicable to remuneration paid under the 1997 Stock
Plan or otherwise.

No taxable income is recognized by a participant upon the grant of a NQSO.
The participant will in general recognize ordinary income, in the year in which
the option is exercised, equal to the excess of the fair market value of the
purchased shares on the exercise date over the option price paid for such
shares, and the participant will be required to satisfy the tax withholding
requirements applicable to such income.

FirstMerit will be entitled to a business expense deduction equal to the
amount of ordinary income recognized by the participant with respect to the
exercised NQSO. The deduction will in general be allowed for the taxable year of
FirstMerit in which ordinary income is recognized by the participant in
connection with the acquisition of the option shares.

DIVIDEND UNITS. The grant of a dividend unit generally will not result in
taxable income to the participant or a deduction for FirstMerit, but the payment
of cash with respect thereto generally will result in ordinary taxable income to
the participant and a deduction for FirstMerit. Income taxes will be withheld
from payments on dividend units.

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<PAGE> 27

RESTRICTED STOCK. To the extent the participant is issued vested shares,
the individual must report as ordinary income in the year of issuance an amount
equal to the excess of (i) the fair market value of those vested shares on the
date of issue over (ii) the aggregate purchase price paid for such shares. To
the extent the issued shares are unvested, the participant will not recognize
any taxable income at the time of issuance but will have to report as ordinary
income, for the taxable year in which the participant's interest in the issued
shares becomes vested, an amount equal to the excess of (i) the fair market
value of the shares on the date they become vested over (ii) the aggregate
purchase price paid for such. Such participant, however, may elect under Code
Section 83(b) to include as ordinary income in the taxable year of issuance an
amount equal to the excess of (i) the fair market value of the unvested shares
on the date of issue over (ii) the aggregate purchase price paid for such
shares. If the Code Section 83(b) election is made, the participant will not
recognize any additional income as and when such participant's interest in the
shares subsequently vests.

FirstMerit will be entitled to a business expense deduction equal to the
amount of ordinary income recognized by the participant in connection with the
acquisition of the shares and any note forgiveness. The deduction will be
allowed for the taxable year of FirstMerit in which the ordinary income is
recognized by the participant.

DEDUCTIBILITY OF PERFORMANCE AWARDS. If the 1997 Stock Plan is approved by
the shareholders, certain payments to executive officers under the 1997 Stock
Plan will be eligible for treatment as "performance based" compensation under
Code Section 162(m) of the Internal Revenue Code. The 1997 Stock Plan is
intended to comply with Section 162(m) by allowing Awards granted under the 1997
Stock Plan to qualify as performance-based compensation.

FirstMerit anticipates that any compensation deemed paid by it in
connection with disqualifying dispositions of ISOs or exercises of NQSOs granted
with an exercise price equal to the fair market value of the option shares at
the time of grant will qualify as performance-based compensation for purposes of
Code Section 162(m) and will not have to be taken into account for purposes of
the $1.0 million limitation per covered individual on the deductibility of the
compensation paid to certain executive officers of FirstMerit. Accordingly, all
compensation deemed paid with respect to those options will remain deductible by
FirstMerit without limitation under Code Section 162(m).

VOTE REQUIRED FOR APPROVAL

The affirmative vote of the holders of a majority of the outstanding shares
of FirstMerit Common Stock present in person or represented by proxy at the
Annual Meeting, a quorum being present, is required for the approval of the 1997
Stock Plan. A majority of the outstanding shares of Common Stock constitutes a
quorum.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE APPROVAL OF THE OF THE 1997 STOCK PLAN.

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<PAGE> 28

PRINCIPAL SHAREHOLDERS

The following table describes the beneficial ownership of Common Stock of
each entity 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,
1997. 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 BENEFICIAL OWNER OWNERSHIP % OF CLASS
- - -------------------------------------------- ------------------- -----------
<S> <C> <C>
Cincinnati Financial Corporation 2,943,900 9.17%
P.O. Box 145496
Cincinnati, Ohio 45250
First National Bank of Ohio 1,762,832 5.49%
Trust Division
121 S. Main Street
Akron, Ohio 44308
</TABLE>

AUDITORS

FirstMerit has selected Coopers & Lybrand as its auditors for 1997. 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 1998 may be made only by a qualified shareholder and
must be received by FirstMerit no later than October 27, 1997.

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.

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<PAGE> 29

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 26, 1997

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<PAGE> 30

FIRSTMERIT CORPORATION PROXY

SOLICITED BY THE BOARD OF DIRECTORS

WILLIAM B. POE, FRANK H. HARVEY, JR. AND JAMES L. HILTON, 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 (the "Company") at the Annual Meeting of Shareholders of the Company
to be held on Wednesday, April 9, 1997, 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?

__________________________________ ____________________________________

<PAGE> 31

|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE

With- For All
For hold Except

1. For the election of five |_| |_| |_|
Class III Directors.

Nominees:

JOHN C. BLICKLE, ROBERT M. CARTER,
TERRY L. HAINES, ROBERT G. MERZWEILER
AND JUSTIN T. ROGERS, JR.

Instruction: To withhold authority to vote for any individual
nominee, mark the "For All Except" box 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 1997 Stock Program.

3. 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.

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 9, 1997.

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

Sincerely,

FirstMerit Corporation