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
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.
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”).
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).
FIRSTMERIT CORPORATION, Company, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 4, 2013 TO SUBORDINATED NOTES INDENTURE Dated as of February 4, 2013 4.350% SUBORDINATED NOTES DUE 2023Indenture • February 4th, 2013 • Firstmerit Corp /Oh/ • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 4, 2013 (this “Supplemental Indenture”), between FirstMerit Corporation, an Ohio corporation having an address at III Cascade Plaza, 7th Floor, Akron, Ohio 44308-1103 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Supplemental Indenture), and Wells Fargo Bank, National Association, a national banking association having an address at 230 W. Monroe Street, Suite 2900, Chicago, Illinois 60606 (hereinafter called the “Trustee”).
