AMENDMENT TO THE FIRSTMERIT CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, FirstMerit Corporation, an Ohio corporation (the “Corporation”), adopted the FirstMerit Corporation Amended and Restated Supplemental Executive Retirement Plan (the “Plan”), originally effective as of February 13, 1987, and amended and restated effective as of August 28, 1995, January 1, 2001 and January 1, 2008, and amended effective as of January 8, 2009; and

WHEREAS, Section 9.07 of the Plan provides that the Corporation may amend the Plan from time to time, provided that such amendment does not reduce the benefits or rights of any Member (as defined in the Plan) or his Beneficiary (as defined in the Plan) accrued prior to the date of such amendment; and

WHEREAS, the Corporation desires to make the amendments to the Plan set forth herein (the “Amendment”); and

WHEREAS, subject to the provisions of Article X of the Plan (as modified by this Amendment), the purpose and intent of the Amendment are to freeze the benefit payable under the Plan to the CEO at the level of the benefit accrued by the CEO under the Plan as of November 30, 2013, such that neither later increases nor decreases in the CEO’s compensation nor any other change in circumstances shall cause any increase or decrease in the amount payable to the CEO under the Plan, provided that nothing contained in this Amendment shall change the timing of the payment to the CEO of his benefit in a single lump sum amount under the Plan; and

WHEREAS, this Amendment shall be administered and interpreted consistently with the intent and purpose expressed in the preceding paragraph;

NOW, THEREFORE, the Corporation hereby amends the Plan by:

1.    Adding a new subparagraph (g) at the end of Section 4.02 to read as follows:

“(g) Notwithstanding any other provision of the Plan, but subject to the provisions of Article X of the Plan (as modified by the Amendment to the Plan dated December 20, 2013), the amount payable to the CEO on his Benefit Commencement Date shall be determined as follows:

(i) The Monthly Retirement Income of the CEO shall be determined pursuant to the preceding provisions of Section 4.02 as if the CEO had terminated employment on November 30, 2013.

(ii) The Actuarial Equivalent lump sum value of the Monthly Retirement Income determined pursuant to the preceding paragraph (i) shall be calculated based on the actuarial factors that would be applied in the case of the CEO if his Retirement Date was in 2013.

(iii) The amount determined pursuant to the preceding paragraph (ii), which equals $20,486,888, shall be credited to a cash balance pension account to be maintained under the Plan for the CEO.

(iv) The cash balance pension account described in the preceding paragraph (iii) shall be maintained, without crediting any interest on the amount credited to such cash balance account, until such time as payment of the benefit of the CEO (which shall be treated for purposes of the other provisions of the Plan as Post-2004 Monthly Retirement Income) is required by the other terms of the Plan, at which

time the amount credited to such cash balance pension account shall be paid to the CEO, or, if applicable, his Beneficiary, pursuant to the other terms of the Plan, and such payment shall be in satisfaction of all amounts owed to the CEO (or his Beneficiary) under the Plan.”

2.    Amending Section 10.01 of the Plan to read in its entirety as follows:

“Section 10.01 (a) In the case of Members other than the CEO, the Committee may forfeit the Pre-2005 Monthly Retirement Income and/or the Post-2004 Monthly Retirement Income, or suspend the payment of the Pre-2005 Monthly Retirement income, payable to any such Member, or Beneficiary of any such Member, if the Committee determines, in its sole discretion, that such Member committed one or more of the following acts while employed by the Employer:

(b) The Committee may forfeit or suspend the benefit of the CEO under the Plan if the CEO commits one or more of the following acts while employed by the Employer and the Committee gives the CEO written notice of its intention to do so (such notice to be effective on the date it is given and such date being called the “Forfeiture/Suspension Date”):

normal business practice and not inconsistent with the CEO’s responsibilities under any employment agreement between the CEO and the Company, provided that a failure shall be considered willful only if the CEO fails to cure to the best of the CEO’s ability any such failure to materially comply with such written direction of the Board of Directors within thirty (30) days after delivery to the CEO of a notice from the Board of Directors specifying any such failure; and further provided that any such failure shall not be deemed willful or intentional if based on the CEO’s good faith belief, as expressed by written notice to the Board of Directors given within thirty (30) days after such failure, that the implementation of such direction of the Board of Directors would be unlawful or unethical and such notice is accompanied by the opinion of nationally recognized corporate counsel that such implementation would be unlawful or unethical, (B) willful engagement in gross misconduct materially and demonstrably injurious to the Group, the Company or any Group Member or (C) material breach of any employment agreement between the CEO and the Company, provided that such breach is not cured within thirty (30) days after delivery to the CEO of a notice from the Board of Directors requesting cure; or

However, the CEO will not be considered to have committed any of the acts set forth above solely because the CEO is absent from active employment during periods of paid-time-off, consistent with the Company’s applicable paid-time-off policy, sickness or illness or while suffering from an incapacity due to physical or mental illness, including a condition that does or may result in a Disability or other period of absence initiated by the CEO and approved by the Company.

The CEO’s benefit under the Plan may not be forfeited or suspended unless:

through (vi) above and that the CEO’s benefit under the Plan shall be forfeited or suspended.

IN WITNESS WHEREOF, this Amendment is adopted this 20th day of December, 2013.

FIRSTMERIT CORPORATION

By: /s/ Christopher J. Maurer_______________

Print Name: Christopher J. Maurer__________    

Title: Executive Vice President_____________