FIRSTMERIT CORPORATION 2008 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.14

FIRSTMERIT CORPORATION
2008 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Effective as of January 1, 2008 (the “Effective Date”), the Company adopts this Plan for the benefit of a select group of management or highly compensated employees. The Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of ERISA.

ARTICLE 1 — DEFINITIONS

     When used in this Plan, the following words, terms and phrases have the meanings given to them in this Article unless another meaning is expressly provided elsewhere in this document. When applying these definitions and any other word, term or phrase used in this Plan, the form of any word, term or phrase will include any and all of its other forms.

1.01 “ Account ” means the bookkeeping account established for each Participant as provided in Section 5.01 hereof.

1.02 “ Affiliate ” means any person that, along with the Company, would be considered a single employer under Sections 414(b) and 414(c) of the Code.

1.03 “ Aggregated Plan” means any arrangement that, along with this Plan, would be treated as a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2).

1.04 “ Board ” means the Board of Directors of the Company.

1.05 “ Cause ” means “cause” as defined in any written agreement between the Participant and the Company or any Affiliate or, if there is no written agreement or such term is not defined therein, “Cause” means one or more of the following acts of the Participant:

     (a) Any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion by the Participant of the assets or business opportunities of the Company or any of its Affiliates;

     (b) Conviction of the Participant of (or plea by the Participant of guilty to) a felony (or a misdemeanor that originally was charged as a felony but was reduced to a misdemeanor as part of a plea bargain) or intentional and repeated violations by the Participant of the written policies or procedures of the Company or any Affiliate, as the case may be;

     (c) Disclosure, other than through mere inadvertence, to unauthorized persons of any Confidential Information (as defined in Section 1.12);

     (d) Intentional breach of any contract with or violation of any legal obligation owed to the Company or any of its Affiliates;

     (e) The Participant’s (i) willful and continued refusal to substantially perform assigned duties (other than any refusal resulting from sickness or illness or while suffering from an incapacity due to physical or mental illness, including a condition that does or may result in a Disability), (ii) willful engagement in gross misconduct materially and demonstrably injurious to the Company or any of its Affiliates or (iii) breach of any term of this Plan; or

     (f) Any intentional cooperation with any party attempting to effect a Change in Control unless (i) the Board has approved or ratified that action before the Change in Control or (ii) that cooperation is required by law.

Notwithstanding the foregoing, “Cause” will not arise solely because the Participant is absent from active employment during periods of paid time off, consistent with the applicable paid time off policy of the Company or any Affiliate, as the case may be, sickness or illness or while suffering from an incapacity due to physical or mental illness, including a condition that does or may result in a Disability or other period of absence initiated by the Participant and approved by the Company or an Affiliate, as the case may be.

1.06 “ Change in Control ” means “change in control” as defined in any written agreement between the Participant and the Company or any Affiliate or, if there is no such written agreement or such term is not defined therein, then “change in control” as defined in the FirstMerit Corporation Amended and Restated 2006 Equity Plan, as amended from time to time.

1.07 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.08 “ Committee ” means the Compensation Committee of the Board.

1.09 “ Company ” means FirstMerit Corporation, an Ohio corporation.

1.10 “ Company Contribution ” means a deemed contribution made by the Company that is credited to a Participant’s Account in accordance with the terms of Article 3 hereof.

1.11 “ Compensation ” means a Participant’s base pay, overtime, commissions and other pay related to job performance prior to reduction for amounts deferred pursuant to Sections 401(k), 125 and 132(f) of the Code, but excluding irregular payments and other compensation not directly related to job performance as determined by the Committee.

1.12 “ Confidential Information ” means any and all information (other than information in the public domain) related to the Company’s or any Affiliate’s business, including all processes, inventions, trade secrets, computer programs, technical data, drawings or designs, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product information, information concerning methods and manner of operations and information relating to the identity and location of all past, present and prospective customers and suppliers.

1.13 “ Disabled ” means:

     (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

     (b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer; or

     (c) the Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

1.14 “ Distribution Election Form ” means the form prescribed by the Committee that each Eligible Employee or Participant, as the case may be, may complete to designate the form of distribution of his or her Account.

1.15 “ Eligible Employee ” means any person employed by the Company or an Affiliate who (a) is a member of a select group of management or a highly compensated employee (both within the meaning of Title I of ERISA), (b) is employed in an Executive Tier Position, and (c) is not then participating in the Prior SERP. The determination of whether any person is an Eligible Employee shall be made by the Committee in its sole and absolute discretion.

1.16 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

1.17 “ Executive Tier Position ” may include any of the following, as designated by the Committee in its sole discretion: (a) Chief Executive Officer; (b) Chief Financial Officer; (c) Chief Technology Officer; (d) Chief Operating Officer; (e) Chief Legal Officer; (f) Chief Human Resources Officer; (g) Chief Credit Officer; (h) Wealth Management Line of Business Leader; (i) Retail Line of Business Leader; (j) Commercial Line of Business Leader; or (k) any other position or person that is designated by the Committee in its sole discretion.

1.18 “ Good Reason ” means “good reason” as defined in any written Change in Control Termination Agreement or Displacement Agreement between the Participant and the Company or any Affiliate or, if there is no such written agreement or such term is not defined therein, “Good Reason” means any of the following to which the Participant has not specifically consented in writing:

     (a) at any time on or after a Change in Control, any breach of this Plan by or on behalf of the Company or any Affiliate;

     (b) at any time on or after a Change in Control, a reduction in the Participant’s title, duties, responsibilities or status, as compared to either (i) the Participant’s title, duties, responsibilities or status immediately before the Change in Control or (ii) any enhanced or

increased title, duties, responsibilities or status assigned to the Participant on or after the Change in Control;

     (c) at any time on or after a Change in Control, the permanent assignment to the Participant of duties that are inconsistent with (i) the Participant’s office immediately before the Change in Control or (ii) any more senior office to which the Participant is promoted on or after the Change in Control;

     (d) during any calendar year ending on or after a Change in Control (or any fractional calendar year ending on or after a Change in Control), a fifteen percent (15%) or larger reduction (other than a reduction that is attributable to any Separation from Service due to death, after reaching age sixty-five (65) (but only if the Participant is then entitled to an immediate, unreduced benefit under a deferred compensation plan described in Section 401(a) of the Code), Disability or Cause, voluntary Separation from Service by the Participant other than for Good Reason or for any period of temporary absence protected by law or initiated by the Participant and approved by the entity with which the Participant has a direct employment relationship (the “Employer”)) in the aggregate value of the highest of the Participant’s total compensation for the calendar year ending before the date of Separation from Service (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Participant controls, and fringe benefits but excluding compensation attributable to the exercise or liquidation of stock options) or, if higher, the Participant’s total compensation for the last calendar year ending before the Change in Control (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Participant controls, and fringe benefits);

     (e) at any time on or after a Change in Control, a requirement that the Participant relocate to a principal office or worksite (or accept indefinite assignment) to a location more than fifty (50) miles distant from (i) the principal office or worksite to which the Participant was assigned immediately before the Change in Control or (ii) any location to which the Participant agreed, in writing, to be assigned after a Change in Control;

     (f) at any time on or after a Change in Control, the imposition on the Participant of business travel obligations substantially greater than the Participant’s business travel obligations during the twelve (12) consecutive-calendar-month period ending immediately before the Change in Control but determined without regard to any special business travel obligations associated with activities relating to the Change in Control;

     (g) at any time on or after a Change in Control, the Employer’s (i) failure to continue in effect any material fringe benefit or compensation plan, retirement or deferred compensation plan, life insurance plan, health and accident plan, sick pay plan or disability plan in which the Participant is participating (or was eligible to participate) immediately before the Change in Control, (ii) modification of any of the plans or programs just described that adversely affects the potential value of the Participant’s benefits under those plans (other than value associated solely with the performance of investments the Participant controls) or (iii) failure to provide the Participant, after a Change in Control, with the same number of paid vacation days to which the

Participant is or becomes entitled at or anytime after the Change in Control under the terms of the Employer’s vacation policy or program. However, Good Reason will not arise under this subsection solely because (x) the Company or any Affiliate terminates or modifies any such program on or after a Change in Control solely to comply with applicable law but only to the extent required to meet applicable legal standards, (y) a plan or benefit program expires under self-executing terms contained in that plan or benefit program before the Change in Control or (z) the Company or any Affiliate replaces a plan or program with a successor plan or program of equal or equivalent value to the Participant;

     (h) for the duration of any period of any absence from active employment that begins or continues at any time on or after a Change in Control, failure to provide or continue for the Participant any benefits (including disability benefits) available to employees who are absent from active employment (including because of Disability) under programs maintained by the Company or any Affiliate on the date the absence (including Disability) begins;

     (i) on or after a Change in Control, the Participant is unable to perform normally assigned duties because of a physical or mental condition and, before the Participant’s Disability is established for purposes of this Plan, the Participant incurs a Separation from Service by the Company or any Affiliate before the end of the Disability determination period;

     (j) on or after a Change in Control, the Company or any Affiliate unsuccessfully attempts to cause the Participant to incur a Separation from Service for Cause;

     (k) on or after a Change in Control, the Company attempts to amend or terminate this Plan without regard to the procedures described in Section 12.07; or

     (l) failure at any time to obtain an assumption of the Company’s or any Affiliate’s obligations under this Plan by any successor to any of them, regardless of whether such entity becomes a successor to the Company or any Affiliate as a result of a merger, consolidation, sale of assets or any other form of reorganization.

Notwithstanding the foregoing, if, within thirty (30) days after the date the Participant gives the Company written notice of a Separation from Service for Good Reason, the Company or its Affiliates, as the case may be, corrects to reasonable satisfaction of the Participant the condition specified in such notice as the basis for the Separation from Service, such notice shall be deemed to have been withdrawn and will be of no effect.

1.19 “ Hours of Service ” means “Hours of Service” as defined in the The FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan, as amended from time to time.

1.20 “ Investment Fund ” means each deemed investment vehicle which serves as a means to measure value, increases or decreases with respect to a Participant’s Account.

1.21 “ Participant ” means an Eligible Employee who becomes a participant as provided in Article 2.

1.22 “ Plan ” means the FirstMerit Corporation 2008 Supplemental Executive Retirement Plan.

1.23 “ Plan Year ” means each calendar year during which the Plan is in effect.

1.24 “ Prior SERP ” means the FirstMerit Corporation Executive Supplemental Retirement Plan, as amended from time to time.

1.25 “ Retirement ” means the date a Participant Separates from Service and would qualify for retirement eligibility under the Pension Plan for Employees of FirstMerit Corporation & Affiliates if the Participant were eligible to participate in such plan.

1.26 “ Separation from Service ” means a “separation from service” with the Company and its Affiliates within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h).

1.27 “ Specified Employee ” means a Participant who is a “specified employee” as defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(i) and as determined under the Company’s policy for determining specified employees.

1.28 “ Trust Fund ” means the trust established under the Trust Agreement, if any.

1.29 “ Trust Agreement ” means an agreement, if any, between the Company and a trustee under which the assets intended to pay benefits under the Plan may be held, administered and managed, which shall be substantially in the form provided under Revenue Procedure 92-64.

1.30 “Valuation Date” means the last day of each calendar month or any other more frequent date or dates fixed by the Committee from time to time for the valuation and adjustments of Accounts.

ARTICLE 2 — PARTICIPATION

2.01 Commencement of Participation . Each Eligible Employee shall become a Participant on the date on which the Eligible Employee is designated a Participant by the Committee.

2.02 Loss of Eligible Employee Status . Except as provided in Section 3.02, a Participant who is no longer an Eligible Employee shall not be eligible to receive Company Contributions. Amounts credited to the Account of a Participant who is no longer an Eligible Employee shall continue to be held pursuant to the terms of the Plan and shall be distributed as provided in Article 6.

ARTICLE 3 — COMPANY CONTRIBUTIONS

3.01 Company Contributions . With respect to each Plan Year, the Company will make a deemed contribution to each Participant’s Account in an amount equal to ten percent (10%) of

the Participant’s Compensation for the portion of the Plan Year during which (a) the Participant participates in the Plan and (b) is an Eligible Employee.

3.02 Crediting of Contributions . A Participant’s Account shall be credited with a Company Contribution for a Plan Year only if the Participant has not Separated from Service prior to the end of the Plan Year, unless such Separation from Service is due to the Participant’s death, Disability or Retirement or as otherwise determined by the Committee in its sole discretion. A Company Contribution shall be credited to a Participant’s Account as soon as administratively practicable following the earlier of (a) the end of the applicable Plan Year or (b) to the extent applicable, the Participant’s Separation from Service.

ARTICLE 4 — VESTING

4.01 Vesting of Company Contributions . Except as otherwise determined by the Committee in its sole discretion, subject to Section 4.02 and provided that the Participant has not Separated from Service, a Participant shall become one hundred percent (100%) vested in the Participant’s Account after completing at least 1,000 Hours of Service in three (3) consecutive Plan Years during which the Participant was participating in the Plan.

4.02 Accelerated Vesting Events . A Participant shall become one hundred percent (100%) vested in the Participant’s Account upon the earliest to occur of: (a) a determination that the Participant is Disabled prior to the Participant’s Separation from Service; (b) the Participant’s Separation from Service due to his or her death or (c) the Participant’s Separation from Service by the Company or any of its Affiliates without Cause or by the Participant for Good Reason, in each case, within two (2) years following a Change in Control.

4.03 Amounts Not Vested . Subject to the foregoing, any amounts credited to a Participant’s Account that are not vested at the time of the Participant’s Separation from Service shall be forfeited.

ARTICLE 5 — ACCOUNTS

5.01 Accounts . The Company shall