SURVIVING CORPORATION: FIRSTMERIT CORPORATION, an Ohio corporation By: /s/ Austin J. Mulhern ------------------------------------ Its: Senior Vice President, Finance and ----------------------------------- Administration DEBENTURE TRUSTEE: FIRSTAR...Supplemental Indenture • March 22nd, 1999 • Firstmerit Corp /Oh/ • National commercial banks
EXHIBIT 10.35 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT made this ____ day of __________, ______, between FirstMerit Corporation, an Ohio corporation (the "Company") and _____________, a [director, officer, employee, agent or...Indemnification Agreement • April 30th, 2002 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
RECITALS:Employment Agreement • April 30th, 2001 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
FIRSTMERIT CORPORATION (an Ohio corporation) 4,000,000 Depositary Shares Each Representing 1/40th Interest in a Share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2013 • Firstmerit Corp /Oh/ • National commercial banks • New York
FirstMerit Corporation, an Ohio corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), RBC Capital Markets, LLC, Barclays Capital Inc., and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”), for each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, the respective number of depositary shares (“Depositary Shares”), each representing 1/40th ownership interest in a share of the Company’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value (the “Preferred Stock”), with a liquidation preference of $1,000 per share ($25 per Depositary Share), set forth in Schedule A hereto, and (ii) the grant by the Company to the Under
1 EXHIBIT 10.32 Amended and Restated Change in Control Termination Agreement THIS AGREEMENT ("Agreement") is effective the 1st day of November, 2000, by and between FirstMerit Corporation, an Ohio corporation (the "Company") and the executive employee...Termination Agreement • March 9th, 2001 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
1 EXHIBIT 10.36 CREDIT AGREEMENT DATED AS OF NOVEMBER 27, 2000Assignment Agreement • March 9th, 2001 • Firstmerit Corp /Oh/ • National commercial banks • Illinois
1 Exhibit 10.20 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT entered into effective as of the 1st day of December, 1998, by and between John R. Cochran ("Executive") and FirstMerit Corporation, an Ohio corporation ("FirstMerit"). R E...Employment Agreement • March 22nd, 1999 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
1 EXHIBIT 10.23.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT -------------------- FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment"), effective as of the 18th day of March, 1999, among FirstMerit Corporation, an Ohio Corporation...Employment Agreement • May 14th, 1999 • Firstmerit Corp /Oh/ • National commercial banks
among FIRSTMERIT CORPORATION, as Borrower,Credit Agreement • March 10th, 2000 • Firstmerit Corp /Oh/ • National commercial banks • New York
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 6th, 2003 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
Exhibit 10.19 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT entered into this 1st day of February, 1998, between and among FirstMerit Corporation, an Ohio corporation ("FirstMerit"), FirstMerit Bank, N.A., a national banking association ("FirstMerit...Employment Agreement • February 24th, 1998 • Firstmerit Bank Na • National commercial banks • Ohio
1 EXHIBIT 10(a) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") entered into this 23rd day of October, 1998, between and among FirstMerit Corporation, an Ohio corporation ("FirstMerit"), FirstMerit Bank, N.A., a national banking association...Employment Agreement • November 13th, 1998 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
FIRSTMERIT CORPORATION, an Ohio corporation, as Issuer and Wells Fargo Bank, National Association, as Trustee SENIOR INDENTURE Dated as of , 20 Senior Debt SecuritiesFirstmerit Corp /Oh/ • November 23rd, 2012 • National commercial banks • New York
SENIOR INDENTURE, dated as of , 20 (the “Indenture”), among FIRSTMERIT CORPORATION, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), having its principal office at III Cascade Plaza, 7th Floor, Akron, Ohio 44308-1103, and Wells Fargo Bank, National Association, a national banking association, having a corporate trust office at 230 W. Monroe Street, Suite 2900 Chicago, Illinois 60606, as Trustee (the “Trustee”).
WITNESSETH:Employment Agreement • April 30th, 2002 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
16,578,947 Shares FirstMerit Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2010 • Firstmerit Corp /Oh/ • National commercial banks • New York
FIRSTMERIT CORPORATION (an Ohio corporation)Underwriting Agreement • February 4th, 2013 • Firstmerit Corp /Oh/ • National commercial banks • New York
FirstMerit Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule I of $250,000,000 aggregate principal amount of the Company’s 4.350% Subordinated Notes due 2023 (the “Notes”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), RBC Capital Markets, LLC, Barclays Capital Inc., and Credit Suisse Securities (USA) LLC have agreed to act as the representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
Exhibit 10.24 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") entered into effective as of the 1st day of January, 2001, by and between John R. Cochran ("Executive") and FirstMerit Corporation, an...Employment Agreement • April 30th, 2001 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
Exhibit 4 AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT FIRSTMERIT CORPORATIONShareholder Rights Agreement • June 22nd, 1998 • Firstmerit Corp • National commercial banks • Ohio
FIRSTMERIT CORPORATION, an Ohio corporation, as Issuer and Wells Fargo Bank, National Association, as Trustee SUBORDINATED INDENTURE Dated as of February 4, 2013 Subordinated Debt SecuritiesIndenture • February 4th, 2013 • Firstmerit Corp /Oh/ • National commercial banks • New York
SUBORDINATED INDENTURE, dated as of February 4, 2013 (the “Indenture”), among FIRSTMERIT CORPORATION, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), having its principal office at III Cascade Plaza, 7th Floor, Akron, Ohio 44308-1103, and Wells Fargo Bank, National Association, a national banking association, having a corporate trust office at 230 W. Monroe Street, Suite 2900 Chicago, Illinois 60606, as Trustee (the “Trustee”).
WITNESSETH:Independent Contractor Agreement • May 14th, 1999 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
FIRSTMERIT CORPORATION 1,380,000 Shares(1) UNDERWRITING AGREEMENT September , 1998 McDONALD & COMPANY SECURITIES, INC. KEEFE, BRUYETTE & WOODS, INC.Firstmerit Corp • September 10th, 1998 • National commercial banks • Ohio
EXHIBIT 10.32 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is effective as of the 31st day of December, 2004 by and between FirstMerit Corporation, its subsidiaries and affiliates ("FirstMerit") and David...Employment Agreement • March 7th, 2005 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
RECITALS:Employment Agreement • November 15th, 1995 • Firstmerit Corp • National commercial banks • Ohio
AMENDED AND RESTATED MEMBERSHIP AGREEMENT WITH RESPECT TO THE FIRSTMERIT CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN --------------------------------------Membership Agreement • April 30th, 2001 • Firstmerit Corp /Oh/ • National commercial banks
WITNESSETH:Employment Agreement • November 13th, 2002 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
FIRSTMERIT CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL TERMINATION AGREEMENT (TIER I)Change in Control Termination Agreement • February 18th, 2009 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
THIS AGREEMENT (“Agreement”) originally was effective the [insert date] (“Effective Date”), by and between FirstMerit Corporation, an Ohio corporation (the “Company”), and [insert executive name], the executive employee who has executed this Agreement (“Employee”). Effective as of this ___ day of January, 2009, the parties hereby amend and restate the Agreement (as previously amended and restated from time to time) as set forth herein.
Exhibit 10.13 SUPPLEMENTAL PENSION AGREEMENT SUPPLEMENTAL PENSION AGREEMENT, entered into this 10th day of June, 1991, by and between FIRST BANCORPORATION OF OHIO, an Ohio corporation (the "Company") and JOHN R. MACSO, an individual (the "Employee")....Supplemental Pension Agreement • February 24th, 1998 • Firstmerit Bank Na • National commercial banks • Ohio
FirstMerit Corporation Common Stock No Par Value DISTRIBUTION AGENCY AGREEMENTTerms Agreement • March 3rd, 2010 • Firstmerit Corp /Oh/ • National commercial banks • New York
1 STOCK PURCHASE OPTION THIS STOCK PURCHASE OPTION, dated as of August 11, 1998 (the "Agreement"), is by and between Signal Corp., an Ohio corporation ("Signal"), and FirstMerit Corporation, an Ohio corporation ("FirstMerit"). WHEREAS, Signal and...Stock Purchase Option • August 18th, 1998 • Firstmerit Corp • National commercial banks • Ohio
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF MIDWEST BANK AND TRUST COMPANY, ELMWOOD PARK, ILLINOIS FEDERAL DEPOSIT INSURANCE CORPORATION and FIRSTMERIT BANK, NATIONAL ASSOCIATION...Purchase and Assumption Agreement • May 17th, 2010 • Firstmerit Corp /Oh/ • National commercial banks
THIS AGREEMENT, made and entered into as of the 14th day of May, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of MIDWEST BANK AND TRUST COMPANY, ELMWOOD PARK, ILLINOIS (the “Receiver” ), FIRSTMERIT BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in AKRON, OHIO (the “Assuming Institution” ), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation” ).
FIRSTMERIT CORPORATION AMENDED AND RESTATED DISPLACEMENT AGREEMENT (TIER I)Displacement Agreement • February 25th, 2011 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
THIS AGREEMENT (“Agreement”) originally was effective [insert date] (“Effective Date”), by and between FirstMerit Corporation, an Ohio corporation (the “Company”), and [insert executive name], the executive employee who has executed this Agreement (“Employee”). Effective as of this ___ day of ____________, 20___, the parties hereby amend and restate the Agreement as set forth herein.
b. Felonious criminal activity whether or not affecting the Employer; c. Disclosure to unauthorized persons of Employer information which is considered by FirstMerit to be confidential; d. Breach of any contract with, or violation of any legal...Solicitation and Non-Competition Agreement • November 12th, 1999 • Firstmerit Corp /Oh/ • National commercial banks
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF GEORGE WASHINGTON SAVINGS BANK, ORLAND PARK, ILLINOIS FEDERAL DEPOSIT INSURANCE CORPORATION and FIRSTMERIT BANK, N.A. DATED AS OF...Purchase and Assumption Agreement • February 22nd, 2010 • Firstmerit Corp /Oh/ • National commercial banks • New York
THIS AGREEMENT, made and entered into as of the 19th day of February, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of GEORGE WASHINGTON SAVINGS BANK, ORLAND PARK, ILLINOIS (the “Receiver”), FIRSTMERIT BANK, N.A., organized under the laws of the United States of America, and having its principal place of business in Akron, Ohio (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
SECURITIES PURCHASE AGREEMENT by and among THE UNITED STATES DEPARTMENT OF THE TREASURY, FIRSTMERIT CORPORATION and CITIZENS REPUBLIC BANCORP, INC. Dated as of February 19, 2013Securities Purchase Agreement • February 21st, 2013 • Firstmerit Corp /Oh/ • National commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of February 19, 2013, by and between the United States Department of the Treasury (the “Seller”), FirstMerit Corporation, an Ohio corporation (the “Purchaser”), and Citizens Republic Bancorp, Inc., a Michigan corporation (the “Company”).
DEPOSIT AGREEMENTDeposit Agreement • February 4th, 2013 • Firstmerit Corp /Oh/ • National commercial banks • Ohio
DEPOSIT AGREEMENT, dated as of February 4, 2013, between FirstMerit Corporation, an Ohio corporation, and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Depositary, and all holders from time to time of Depositary Shares (as hereinafter defined).
