Common use of Supplemental Executive Retirement Plan Clause in Contracts

Supplemental Executive Retirement Plan. The Association has established for the benefit of the Executive and other employees under date of June 29, 2004, a “Trust Account” in the form customarily referred to as the “Rabbi Trust”. This Trust will be funded by the Association placing into the Trust Account for the benefit of the Executive, the sum of $812.50 each and every month during the term of this Agreement. Executive’s right to the principal and the earnings thereon shall be one-hundred percent (100%) vested in employee at all times. The Executive’s interest in this benefit shall include all contributions (and earnings) made by the Association prior to the effective date of this Agreement (that is, pursuant to the terms of any prior arrangement). Notwithstanding any other provisions of this Agreement to the contrary, following a separation from service (as such term is defined for purpose of Section 409A of the Code) for any reason, including death, the Association shall commence the payment of benefits set forth in this Section 2.5 on the 90th day following the date the separation from service occurs. The payment of all principal and accumulated income allocated to the Executive shall be paid over a fifteen (15) year period on a weekly basis. The weekly amount to be paid shall be determined by dividing the outstanding account balance as of the immediately preceding weekly pay date by the number of weeks remaining in the 15-year period. Following the occurrence of a Change in Control described in Section 5.2, all amounts due to or for the benefit of the Executive shall be paid in a lump-sum cash payment on the 90th day following the Change in Control. The substantive terms of this Section 2.5 are consistent with the comparable terms under the employment agreement between the Executive and the Association, dated July 20, 2004, as amended December 13, 2005, and as amended December 16, 2008, and no changes have been made under this Agreement with regard to the timing or form of the payment of the benefit. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then benefit distributions under this Section 2.5 that are made upon separation from service may not commence earlier than six (6) months after the date of such separation from service. Therefore, in the event this paragraph is applicable to the Executive, any distribution under this Section 2.5 which would otherwise be paid to the Executive within the first six months following the separation from service shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following the separation from service. All subsequent distributions shall be paid in the manner specified.

Supplemental Executive Retirement Plan. The Association has established following shall apply for purposes of calculating the benefit of the Executive and other employees under date of June 29Employee’s benefits, 2004if applicable, a “Trust Account” in the form customarily referred to as the “Rabbi Trust”. This Trust will be funded by the Association placing into the Trust Account for the benefit of the Executive, the sum of $812.50 each and every month during the term of this Agreement. Executive’s right to the principal and the earnings thereon shall be one-hundred percent (100%) vested in employee at all times. The Executive’s interest in this benefit shall include all contributions (and earnings) made by the Association prior to the effective date of this Agreement (that is, pursuant to the terms of any prior arrangement). Notwithstanding any other provisions of this Agreement to the contrary, following a separation from service (as such term is defined for purpose of Section 409A of the Code) for any reason, including death, the Association shall commence the payment of benefits set forth in this Section 2.5 on the 90th day following the date the separation from service occurs. The payment of all principal and accumulated income allocated to the Executive shall be paid over a fifteen (15) year period on a weekly basis. The weekly amount to be paid shall be determined by dividing the outstanding account balance as of the immediately preceding weekly pay date by the number of weeks remaining in the 15-year period. Following the occurrence of a Change in Control described in Section 5.2, all amounts due to or for the benefit of the Executive shall be paid in a lump-sum cash payment on the 90th day following the Change in Control. The substantive terms of this Section 2.5 are consistent with the comparable terms under the employment agreement between the FirstMerit Corporation Amended and Restated Supplemental Executive and the AssociationRetirement Plan, dated July 20, 2004, as amended December originally effective on February 13, 2005, 1987 and amended and restated effective of as amended December 16November 20, 2008, and no changes have been made under this Agreement with regard as maybe amended from time to time, and/or any other nonqualified plan of deferred compensation in effect during the timing or form of the payment of the benefit. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended Protection Period (the “CodeSERP”), then benefit distributions ): the Employee’s Average Monthly Earnings for purposes of the SERP shall be deemed to be equal to the total of the highest monthly base salary earned by the Employee during the 24 months immediately preceding the Displacement and the value of the incentive compensation payment the Employee would receive if payout was made at the “target” percentage for the Employee under this Section 2.5 that are made upon separation from service may not commence earlier than six the Company’s Executive Incentive Plan (6) months and/or any analogous plan adopted after the date of such separation from service. Therefore, this Agreement) in the event year of the Employee’s Date of Termination (or any higher percentage based on objective criteria specified in the Incentive Compensation Plan for the year in which the Date of Termination occurs and/or any analogous plan adopted after the date of this paragraph Agreement) that the Employee has achieved before the Date of Termination in the year of Employee’s Date of Termination divided by 12. The terms of this subparagraph (vi) shall apply only if the Employee is applicable a participant in the SERP, and shall supersede any contrary provisions of the SERP and any membership agreement executed between the Company and the Employee in connection with the Employee’s participation in the SERP, unless expressly provided otherwise in such membership agreement. The Employee’s SERP benefit, calculated using the provisions of subparagraph (vi) above, is assumed to commence on the Executiveearliest date upon which the Employee is eligible to retire under the SERP for purposes of determining the Actuarial Equivalent (as defined in the SERP) of such benefit. If the SERP is terminated and the Employee cites that termination as a basis for Good Reason termination, any distribution the benefits due under this Section 2.5 which would otherwise subparagraph will be paid to calculated as if the Executive within the first six months following the separation from service shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following the separation from service. All subsequent distributions shall be paid in the manner specifiedSERP had not been terminated.

Supplemental Executive Retirement Plan. The Association has established for the benefit of the Executive and other employees under date of June 29, 2004, a “Trust Account” in the form customarily referred to as the “Rabbi Trust”. This Trust will be funded by the Association placing into the Trust Account for the benefit of the Executive, the sum of $812.50 each and every month during the term of this Agreement. Executive’s right to the principal and the earnings thereon shall be one-hundred percent (100%) vested in employee at all times. The Executive’s interest in this benefit shall include all contributions (and earnings) made by the Association prior to the effective date of this Agreement (that is, pursuant to the terms of any prior arrangement). Notwithstanding any other provisions of this Agreement to the contrary, following a separation from service (as such term is defined for purpose of Section 409A of the Code) for any reason, including death, the Association shall commence the payment of benefits set forth in this Section 2.5 on the 90th day following the date the separation from service occurs. The payment of all principal and accumulated income allocated to the Executive shall be paid over a fifteen (15) year period on a weekly basis. The weekly amount to be paid shall be determined by dividing the outstanding account balance as of the immediately preceding weekly pay date by the number of weeks remaining in the 15-year period. Following the occurrence of a Change in Control described in Section 5.2, all amounts due to or for the benefit of the Executive shall be paid in a lump-sum cash payment on the 90th day following the Change in Control. The substantive terms of this Section 2.5 are consistent with the comparable terms under the employment agreement between the Executive and the Association, dated September 15, 2009, and the employment agreement between the Executive and the Association, dated July 20, 2004, as amended December 13, 2005, and as amended December 16, 2008, and no changes have been made under this Agreement with regard to the timing or form of the payment of the benefit. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then benefit distributions under this Section 2.5 that are made upon separation from service may not commence earlier than six (6) months after the date of such separation from service. Therefore, in the event this paragraph is applicable to the Executive, any distribution under this Section 2.5 which would otherwise be paid to the Executive within the first six months following the separation from service shall be accumulated and paid to the Executive in a lump sum on the first business day of the seventh month following the separation from service. All subsequent distributions shall be paid in the manner specified.

Supplemental Executive Retirement Plan. The Association has established Company shall maintain for the benefit of the Executive a non-qualified supplemental executive retirement plan ("SERP") which shall provide to the Executive a minimum annual pension, commencing at the Executive's attaining age 65 and other employees under date of June 29payable as a single life annuity, 2004, a “Trust Account” in the form customarily referred equal to as the “Rabbi Trust”. This Trust will be funded by the Association placing into the Trust Account for the benefit 50% of the Executive, 's average annual compensation (including Base Salary and Incentive Bonus) for the sum three calendar years of $812.50 each the last ten years of his employment by the Company and every month during Net Properties which produce the term highest average amount (or the annualized average of such compensation for his actual period of employment if less than three calendar years). The Executive shall be 50% vested in such minimum SERP benefit as of the date of this Agreement. Executive’s right to the principal , and the earnings thereon Executive shall be one-hundred percent (100%) become additionally vested in such benefit at 6.25% per year as of the end of each calendar year (commencing December 31, 1999) that he continues to be an employee at all times. The Executive’s interest of the Company, and the Executive shall become 100% vested in this such SERP benefit shall include all contributions (and earnings) made by the Association prior to upon the effective date of this Agreement (that is, pursuant to a Change of Control as defined in Section 10 hereof. Such minimum SERP benefit shall be reduced by the terms actuarial equivalent value of any prior arrangement). Notwithstanding any other provisions of this Agreement to the contrary, following a separation from service (as such term is defined for purpose of Section 409A of the Code) for any reason, including death, the Association shall commence the payment of benefits set forth in this Section 2.5 on the 90th day following the date the separation from service occurs. The payment of all principal and accumulated income allocated pension benefit payable to the Executive shall be paid over a fifteen from any tax-qualified employee benefit plan maintained by the Company or maintained or contributed to by Net Properties (15exclusive of any such benefits, other than employer matching contributions, attributable to salary reduction contributions made by the Executive to any such tax-qualified plan) year period on a weekly basis. The weekly amount to be paid shall be determined and by dividing the outstanding account balance as 50% of the immediately preceding weekly pay date by the number of weeks remaining in the 15-year period. Following the occurrence of a Change in Control described in Section 5.2, all amounts due to or for the benefit of the Executive shall be paid in a lump-sum cash payment on the 90th day following the Change in Control. The substantive terms of this Section 2.5 are consistent with the comparable terms under the employment agreement between the Executive and the Association, dated July 20, 2004, as amended December 13, 2005, and as amended December 16, 2008, and no changes have been made under this Agreement with regard to the timing or form of the payment of the Executive's primary Social Security benefit. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then Such annual SERP benefit distributions under this Section 2.5 that are made upon separation from service may not commence earlier than six (6) months after the date of such separation from service. Therefore, in the event this paragraph is applicable to the Executive, any distribution under this Section 2.5 which would otherwise shall be paid to the Executive within the first six months following the separation from service shall be accumulated and paid to the Executive in a lump sum monthly installments commencing on the first business day of the seventh month following his 65th birthday and continuing on or about the separation first day of each month thereafter prior to the death of the Executive. At the election of the Executive filed with the Company not later than 30 days prior to his termination of employment, payment of the vested SERP benefit shall commence at any time selected by the Executive after he shall have terminated employment from service. All subsequent distributions the Company, provided that if payment begins prior to the Executive's 65th birthday, such payment shall be paid actuarially reduced (based on the 1983 GAM Mortality Table and interest at the average rate on 30 year Treasury Securities in the manner specifiedmonth prior to the first such payment) to account for the commencement of such payments prior to age 65. Payment of such SERP benefits shall continue for each month that the Executive is alive on the first day of the month, and thereafter such payments shall cease.