Common use of EMPLOYEE PLANS, EMPLOYEES Clause in Contracts

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp or the CoBancorp Subsidiaries, whether or not described in Section 3(3) of ERISA ("CoBancorp Employee Plans"), are identified in the CoBancorp Disclosure Letter. CoBancorp has previously delivered or made available to FirstMerit copies of all CoBancorp Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorp, all of the CoBancorp Subsidiaries and all of the CoBancorp Employee Plans currently comply, and have at all relevant times complied, in all material respects with ERISA, the Code, and any other applicable laws. With respect to each CoBancorp Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): (a) except as set forth in the CoBancorp Disclosure Letter each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as set forth in the CoBancorp Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. With respect to any qualified benefit plan which purports to be an employees stock ownership plan (as defined in Section 4975(e)(7) of the Code) (an "ESOP Qualified Benefit Plan"), such ESOP Qualified Benefit Plan satisfies the requirements of Section 4975(e)(7) of the Code and is in material compliance with the applicable qualification requirements

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp Security First or the CoBancorp Security First Subsidiaries, whether or not described in Section 3(3) of ERISA ("CoBancorp Security First Employee Plans"), are identified in the CoBancorp Security First Disclosure Letter. CoBancorp Security First has previously delivered or made available to FirstMerit copies of all CoBancorp Security First Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp Security First Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorpSecurity First, all of the CoBancorp Security First Subsidiaries and all of the CoBancorp Security First Employee Plans currently comply, and have at all relevant times complied, in all material respects with ERISA, the Code, and any other applicable laws. With respect to each CoBancorp Security First Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): (a) except as set forth in the CoBancorp Security First Disclosure Letter each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as set forth in the CoBancorp Security First Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. With Except as set forth in the Security First Disclosure Letter, no Security First Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service (other than (i) temporary coverage mandated by applicable law, (ii) death benefits or retirement benefits under any qualified benefit plan which purports to be an employees stock ownership plan ("employee pension plan," as that term is defined in Section 4975(e)(73(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the Codebooks of Security First or any Security First Subsidiary, or (iv) benefits the full cost of which are borne by the current or former employee (an or his or her beneficiary)). Except as set forth in the Security First Disclosure Letter, all employees of Security First and the Security First Subsidiaries are "ESOP Qualified Benefit Plan")at will" and there are no employment, such ESOP Qualified Benefit Plan satisfies the requirements of Section 4975(e)(7) of the Code and is in material compliance with the applicable qualification requirementsconsulting or like agreements, written or oral, expressed or implied.

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp Signal or the CoBancorp Signal Subsidiaries, whether or not described in Section 3(3) of ERISA ("CoBancorp Signal Employee Plans"), are identified in the CoBancorp Signal Disclosure Letter. CoBancorp Signal has previously delivered or made available to FirstMerit copies of all CoBancorp Signal Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorp, all of the CoBancorp Subsidiaries and all of the CoBancorp Employee Plans currently comply, and have at all relevant times complied, in all material respects with ERISA, the Code, and any other applicable laws. With respect to each CoBancorp Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): . (a) except as set forth in the CoBancorp Signal Disclosure Letter each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as set forth in the CoBancorp Signal Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. With respect to any qualified benefit plan which purports to be an employees stock ownership plan (as defined in Section 4975(e)(7) of the Code) (an "ESOP Qualified Benefit Plan"), such ESOP Qualified Benefit Plan satisfies the requirements of Section 4975(e)(7) of the Code and is in material compliance with the applicable qualification requirements

EMPLOYEE PLANS, EMPLOYEES. All (a) Section 2.19(a) of the Disclosure Schedule contains a true and complete list of all employee benefit plans, including, but not limited to, pension, profit sharing, incentive, bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock equity purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargainingmedical and hospitalization, group insurance, vacation, salary continuation, sick pay, welfare, fringe benefit and other employee benefit, incentive and welfare benefit plans, policiescontracts, contracts programs, policies and arrangements and all trust agreements related theretoarrangements, whether written or EXECUTION COPY oral, which the Company maintains or has maintained, or under which the Company has or had any obligations with respect to any employee, now in effect and relating to or at any present or former directors, officers or employees of CoBancorp or time during the CoBancorp Subsidiaries, whether or not described in Section 3(3) of ERISA five year period ending on the Closing Date (the "CoBancorp Employee Plans"), are identified . (b) The Company has no unfunded liabilities in connection with any of the CoBancorp Disclosure Letter. CoBancorp has previously delivered or made available to FirstMerit copies of all CoBancorp Employee Plans, in each case as in effect on all contributions, premium payments and other payments due from the date of this Agreement. All of CoBancorp Employee Company to or under such Plans have been paid in a timely manner, and all additional contributions, premium payments and other payments due on or before the Closing Date shall have been paid by that date. (c) Except as set forth in Section 2.19(c) of the Disclosure Schedule, with respect to each of the Plans: (i) each Plan has been established, maintained, operated funded and administered in substantial compliance all material respects in accordance with their termsits governing documents, and CoBancorpall applicable provisions of ERISA, the Code, other applicable law, and all regulations thereunder; (ii) all material disclosures to employees and all filings and other reports relating to each such Plan and required (under ERISA, the Code, other applicable law, including federal and state securities laws, and all regulations thereunder) to have been made or filed on or before the Closing Date have been or will be duly and timely made or filed by that date; (iii) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceeding, audit, inquiry or investigation pending or, to the Knowledge of the CoBancorp Subsidiaries Company, threatened with respect to any such Plan, its related assets or trusts, or any fiduciary, administrator or sponsor of such Plan; (iv) Seller has delivered to Purchaser true and complete copies of the following: the current Plan document (including a written description of all oral Plans), any amendments thereto, and the related summary plan description, if any; each trust or custodial agreement and each deposit administration, group annuity, insurance or other funding agreement associated with each such Plan; for the last three Plan years, the financial information or reports (including any FASB required reports, if applicable), valuation reports, and/or actuarial reports relating to each such Plan; all Internal Revenue Service and other governmental agency rulings relating thereto, and all of applications for such rulings; and all filing and reports (including the CoBancorp Employee Plans currently complyAnnual Report Form 5500 series, if applicable) filed with any governmental agency at any time during the three year period ending on the Closing Date, along with all schedules and have reports filed therewith; (v) neither any such Plan nor any other person or entity has engaged in a "prohibited transaction" (as defined in ERISA Section 406 or Code Section 4975) with respect to such Plan, for which no individual or class exemption exists; (vi) each Plan which is a "group health plan" (as defined in Code Section 5000(b)(1)) has complied and will comply at all relevant times complied, up to the Closing Date in all material respects with the applicable requirements of ERISA Sections 601 and 602, Code Section EXECUTION COPY 162(k) (through December 31, 1988) and Code Section 4980B (commencing on January 1, 1989); and (vii) no such Plan is an "employee welfare benefit plan" (as defined in ERISA Section 3(1)) that provides benefits to or on behalf of any person following retirement or other termination of employment (except to the extent required by Code Section 4980B or Part 6 of subtitle B of Title I of ERISA, the Code, and any other applicable laws. ). (d) With respect to each CoBancorp Employee Plan which is a an "employee pension plan benefit plan" (as defined in ERISA Section 3(2)): (i) of ERISA): no event has occurred and no condition exists relating to any such Plan that would subject the Company or Purchaser to any tax under Code Sections 4972 or 4979, or to any liability under ERISA Section 502; (aii) except as set forth in to the CoBancorp Disclosure Letter each pension plan as amended (and extent applicable, no such Plan has experienced any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as set forth in the CoBancorp Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency deficiency" (as defined in Code Section 302 of ERISA and Section 412 of the Code412), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, at any time; (ciii) no reportable event described in Section 4043 such Plan is subject to Title IV of ERISA has occurred, ERISA; and (div) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan Plan is a "multi-employer multiemployer plan" within the meaning of Section 3(37) of ERISA. With respect to any qualified benefit plan which purports to be an employees stock ownership plan (as defined in ERISA Section 4975(e)(73(37)). (e) with respect to each Plan which is a "multiemployer plan" (as defined in ERISA Section 3(37)), to the Knowledge of the Company, the foregoing representations would also be true with respect to such multiemployer plan; and Seller has delivered to Purchaser data which accurately discloses its total contribution base units for each of the last eight consecutive Plan years. (f) Section 2.19(f) of the CodeDisclosure Schedule lists, for each present Employee of the Company whose annual rate of compensation exceeds $50,000, the name of such Employee and the current salary level and title of such Employee, and the date of Employment and any bonus or incentive compensation paid during 2005 or 2004 to each such Employee. (g) (an "ESOP Qualified Benefit Plan"), such ESOP Qualified Benefit Plan satisfies the requirements of Except as disclosed in Section 4975(e)(72.19(g) of the Code and is Disclosure Schedule, no Plan provides for any severance pay, accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits, forgiveness or modification of loans, or vesting conditioned in material compliance with whole or in part upon a change in control of the applicable qualification requirementsCompany.

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp GLB or the CoBancorp SubsidiariesGreat Lakes Bank, regardless of whether or not described in Section 3(3) of ERISA the Employee Retirement Income Security Act ("CoBancorp ERISA") ("GLB Employee Plans"), are identified in the CoBancorp GLB Disclosure Letter. CoBancorp GLB has previously delivered or made available to FirstMerit Maple Leaf copies of all CoBancorp GLB Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp GLB Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorpGLB, all of the CoBancorp Subsidiaries Great Lakes Bank and all of the CoBancorp GLB Employee Plans currently comply, comply and have at all relevant times complied, complied in all material respects with ERISA, the Internal Revenue Code of 1986 (the "Code"), and any other applicable laws. With respect to each CoBancorp GLB Employee Plan which that is a pension plan (as defined in Section 3(2) of ERISA): (a) except as may be set forth in the CoBancorp GLB Disclosure Letter Letter, each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as may be set forth in the CoBancorp GLB Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) except as may be set forth in the GLB Disclosure Letter, no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. With Except as may be set forth in the GLB Disclosure Letter, no GLB Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service (other than (i) temporary coverage mandated by applicable law, (ii) death benefits or retirement benefits under any qualified benefit plan which purports to be an employees stock ownership plan ("employee pension plan," as that term is defined in Section 4975(e)(73(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the Codebooks of GLB or Great Lakes Bank, or (iv) benefits the full cost of which are borne by the current or former employee (an or his or her beneficiary)). Except as may be set forth in the GLB Disclosure Letter, all employees of GLB or Great Lakes Bank are "ESOP Qualified Benefit Plan")at will" and there are no employment, such ESOP Qualified Benefit Plan satisfies consulting, severance or like agreements, written or oral, expressed or implied. GLB has previously delivered to Maple Leaf copies of all written employment, consulting, severance or similar contracts between GLB or Great Lakes Bank, on one hand, and any officer, employee or consultant of GLB or Great Lakes Bank, on the requirements of Section 4975(e)(7) other. The GLB Disclosure Letter contains a summary of the Code terms of any and is all such contracts that are not in material compliance with the applicable qualification requirementswriting.

EMPLOYEE PLANS, EMPLOYEES. All employee bonus, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, employee stock ownership, stock appreciation rights, savings, consulting, severance, collective bargaining, group insurance, fringe benefit and other employee benefit, incentive and welfare plans, policies, contracts and arrangements and all trust agreements related thereto, now in effect and relating to any present or former directors, officers or employees of CoBancorp Maple Leaf or the CoBancorp SubsidiariesGeauga Savings Bank, regardless of whether or not described in Section 3(3) of ERISA ("CoBancorp Maple Leaf Employee Plans"), are identified in the CoBancorp Maple Leaf Disclosure Letter. CoBancorp Maple Leaf has previously delivered or made available to FirstMerit GLB copies of all CoBancorp Maple Leaf Employee Plans, in each case as in effect on the date of this Agreement. All of CoBancorp Maple Leaf Employee Plans have been maintained, operated and administered in substantial compliance with their terms, and CoBancorpMaple Leaf, all of the CoBancorp Subsidiaries Geauga Savings Bank and all of the CoBancorp Maple Leaf Employee Plans currently comply, comply and have at all relevant times complied, complied in all material respects with ERISA, the Code, and any other applicable laws. With respect to each CoBancorp Maple Leaf Employee Plan which that is a pension plan (as defined in Section 3(2) of ERISA): (a) except as may be set forth in the CoBancorp Maple Leaf Disclosure Letter Letter, each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either has been determined by the IRS to be so qualified or is the subject of a pending application for such determination that was timely filed, (b) except as may be set forth in the CoBancorp Maple Leaf Disclosure Letter, would be fully funded (calculated using the interest rate and other actuarial assumptions mandated by the Pension Benefit Guaranty Corporation ("PBGC")) if terminated at the Effective Time and there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) no reportable event described in Section 4043 of ERISA has occurred, (d) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042 of ERISA entitling the PBGC to institute any such proceedings, and (e) no pension plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA. With respect to any qualified benefit plan which purports to be an employees employee stock ownership plan (as defined in Section 4975(e)(7) of the Code) (an "ESOP Qualified Benefit Plan"), such ESOP Qualified Benefit Plan satisfies the requirements of Section 4975(e)(7) of the Code and is in material compliance with the applicable qualification requirementsrequirements of Section 409 of the Code. Any capital stock of Maple Leaf acquired by an ESOP Qualified Benefit Plan meets the definition of "employer securities" set forth in Sections 409(l) and 4975 of the Code. Except as may be set forth in the Maple Leaf Disclosure Letter, no Maple Leaf Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service (other than (i) temporary coverage mandated by applicable law, (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of Maple Leaf or Geauga Savings Bank, or (iv) benefits the full cost of which are borne by the current or former employee (or his or her beneficiary)). Except as may be set forth in the Maple Leaf Disclosure Letter, all employees of Maple Leaf or Geauga Savings Bank are "at will" and there are no employment, consulting, severance or like agreements, written or oral, expressed or implied. Maple Leaf has previously delivered to GLB copies of all written employment, consulting, severance or similar contracts between Maple Leaf or Geauga Savings Bank, on one hand, and any officer, employee or consultant of Maple Leaf or Geauga Savings Bank, on the other. The Maple Leaf Disclosure Letter contains a summary of the terms of any and all such contracts that are not in writing.