1
EXHIBIT 10(d)
MEMBERSHIP AGREEMENT
WITH RESPECT TO THE
FIRSTMERIT CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
--------------------------------------
Membership Agreement, dated this 23rd day of October, 1998, by and
between FIRSTMERIT CORPORATION, an Ohio corporation (the "Employer") and XXXXXX
X. XXXXXXX, an individual (the "Employee").
R E C I T A L S:
A. The Employer maintains the FirstMerit Corporation Executive
Supplemental Retirement Plan (the "Plan"), a copy of which is attached hereto as
Exhibit A and is incorporated herein by reference, and has selected the Employee
for participation in the Plan.
B. Section 9.07 of the Plan provides that the Employer and any member
in the Plan may, by written agreement, amend the provisions of the Plan as to
only such member.
C. The Employer desires that the Employee participate in the Plan,
subject, however, to the modifications set forth in this Agreement and the
Employee desires to accept membership in the Plan subject to such modifications.
IN CONSIDERATION OF THE FOREGOING, and for good and valuable
consideration, receipt of which is hereby acknowledged, the Employer and
Employee agree as follows:
1. PARTICIPATION IN THE PLAN. The Employee shall become a Member of the
Plan effective as of October 23, 1998.
2. EARLY RETIREMENT. Employer and Employee agree that, in the case of
the Employee, the following Section 4.02 shall be substituted for, and shall
apply in lieu of, the Section 4.02 set forth in the Plan:
"SECTION 4.02 Subject to the provisions of Article X, if
the Member elects Early Retirement on or after the date that he has
attained age 60, he shall receive a Monthly Retirement Income
determined as provided in Section 4.01, without regard to subparagraphs
(a), (b), (c), (d) or (e) thereof, reduced by three percent for every
year that the Member's Attained Age on his Retirement Date is less than
65 as set forth in the following table; PROVIDED, however, that if the
Member elects Early Retirement on or after the date that he has
attained age 62, the Member's Monthly Retirement Income determined
under this Section 4.02, without regard to the reductions set forth in
subparagraphs (a), (b), (c), (d) or (e) below, shall not be less than
the Actuarial Equivalent of a lump sum benefit payable on the Member's
Retirement Date in the amount of One Million Five Hundred Sixty One
Thousand Eight Hundred Four Dollars ($1,561,804).
2
RETIREMENT INCOME
AS A PERCENT OF
MONTHLY RETIREMENT
INCOME CALCULATED
UNDER SECTION 4.01
WITHOUT REGARD TO
ATTAINED AGE AT SUBPARAGRAPHS (a),
EARLY RETIREMENT (b), (c), (d) OR (e)
60 85%
61 88%
62 91%
63 94%
64 97%
The Member's Monthly Retirement Income calculated under this
Section 4.02 shall be further reduced by the following amounts:
(a) One hundred percent (100%) of his Primary Social Security
Benefit payable at his Retirement Date under the Social Security law in
effect at that time. If the Member retires prior to age 62 he shall
have his benefits reduced by his Primary Social Security payable at age
62, but such reduction shall not occur until the Member attains age 62.
(b) One hundred percent (100%) of his monthly income payable
under the Qualified Plan, calculated in the form of a straight life
annuity commencing on the Member's Retirement Date.
(c) One hundred percent (100%) of his monthly income, if any,
payable under the Unfunded Supplemental Benefit Plan, calculated in the
form of a straight life annuity commencing on the Member's Retirement
Date.
(d) One hundred percent (100%) of his monthly income, if any,
payable under any other supplemental retirement plan, program,
agreement, trust, or annuity provided to the Member by the Employer,
calculated in the form of a straight life annuity commencing on the
Member's Retirement Date.
(e) One hundred percent (100%) of the benefits received by the
Member under any Previous Employer Plan. Amounts payable to the Member
pursuant to a Previous Employer Plan, including without limitation,
lump sum distributions, shall be Actuarially Determined as a straight
life annuity payable in equal monthly installments, regardless of the
actual form of payment received by the Member. If the Member has
received a lump sum distribution of all or part of his benefit under a
Previous Employer Plan prior to his retirement under this Plan, the
amount of offset
2
3
shall be Actuarially Determined by assuming that such lump sum
distribution accumulated interest until the date of the Member's
retirement under this Plan and by determining the amount of a straight
life annuity payable to the Member from such adjusted lump sum
distribution amount."
3. DEFERRED VESTED BENEFIT. Employer and Employee agree that Section
4.05 of the Plan shall not apply to the Employee.
4. DEATH BENEFIT. Employer and Employee agree that the third sentence
of Section 5.02 is revised to read as follows:
"If the Member's death occurs prior to his attainment of age 60, the
death benefit provided under this Section 5.02 shall be determined
under Section 4.02 as if the Member had attained age 60 of the date of
his death."
5. EFFECT ON PLAN. Except a expressly modified by this Membership
Agreement, all of the provisions of the Plan shall apply to the Employee.
IN WITNESS WHEREOF, the Employer and Employee have duly executed this
Membership Agreement the day and year above first written.
FirstMerit Corporation
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
EMPLOYER
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
EMPLOYEE
3
