FIRSTMERIT CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.12

FIRSTMERIT CORPORATION
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     The Company originally adopted the Plan (formerly known as the FirstMerit Corporation Executive Supplemental Retirement Plan), effective as of February 13, 1987. The Company amended and restated the Plan, effective as of August 28, 1995, in order to provide supplemental retirement benefits for certain management employees who become Members of the Plan. The Plan was amended and restated again, effective as of January 1, 2001, in order to incorporate the amendments to the Plan adopted since its last restatement and to revise certain of the benefits provided under the Plan. Effective December 31, 2007, no further employees were permitted to become participants in the Plan.

     The Company is amending and restating the Plan as hereinafter provided to, among other things, incorporate the amendments to the Plan adopted since its last restatement and to incorporate changes required by Code Section 409A and the Treasury Regulations promulgated thereunder.

ARTICLE I
TITLE AND EFFECTIVE DATE

      Section 1.01 This Plan shall be known as the FirstMerit Corporation Amended and Restated Supplemental Executive Retirement Plan.

      Section 1.02 The “Effective Date” of the Plan, as amended and restated herein, shall be January 1, 2008.

ARTICLE II
DEFINITIONS

     As used herein, the following words and phrases shall have the meanings specified below unless a different meaning is clearly required by the context:

      Section 2.01 “Actuarial Equivalent” or “Actuarially Determined” shall mean a benefit of equivalent value when computed on the basis of the assumptions as to interest and mortality set forth in the Qualified Plan. Notwithstanding the foregoing, for purposes of making computations under this Section with regard to the CEO, the assumed rate of interest shall be the rate of interest determined on the relevant date in accordance with the terms of the Qualified Plan as of May 15, 2006, that were applicable for purposes of determining an actuarially equivalent lump sum for distributions made after December 31, 1997.

      Section 2.02 “Affiliate” shall mean any entity with whom the Company would be considered a single employer under Code Sections 414(b) and 414(c).

      Section 2.03 “Attained Age” shall mean the age of a Member as of his or her last birthday. Notwithstanding the foregoing, for purposes of Section 4.02, the Attained Age of the CEO shall be increased by (a) three (3) years, unless the CEO’s employment is terminated for

Cause (as such term is defined in the CEO Employment Agreement), plus (b) such additional years, if any, provided in accordance with the terms of the CEO Change Agreement.

      Section 2.04 “Average Monthly Earnings” shall mean an amount determined by dividing by thirty-six (36) the sum of the Member’s Total Compensation for the three (3) calendar years during the last five (5) calendar years of the Member’s employment with the Employer in which the Member’s Total Compensation was the highest, regardless of whether such calendar years were consecutive. If the Member was employed by the Employer for less than three (3) full calendar years, “Average Monthly Earnings” shall mean an amount determined by dividing the number of full months that the Member was employed by the Employer into the Member’s Total Compensation for the period during which the Member was employed by the Employer.

      Section 2.05 “Beneficiary” shall mean any person who is or persons who are designated by the Member to receive any Death Benefits payable under this Plan.

      Section 2.06 “Benefit Commencement Date” shall mean the earliest date on which a Member will receive or begin to receive Monthly Retirement Income pursuant to Section 4.04 or Article VI.

      Section 2.07 “Board of Directors” shall mean the Board of Directors of the Company.

      Section 2.08 “CEO” shall mean the Chief Executive Officer of the Company as of January 17, 2008.

      Section 2.09 “CEO Change Agreement” shall mean the Change in Control Termination Agreement or the Displacement Agreement by and between the Company and the CEO that is in effect as of January 17, 2008, as may be amended from time to time.

      Section 2.10 “CEO Employment Agreement” shall mean the Employment Agreement by and between the Company and the CEO that is in effect as of January 17, 2008.

      Section 2.11 “Code” shall mean the Internal Revenue Code of 1986, as amended.

      Section 2.12 “Committee” shall mean the Compensation Committee of the Board of Directors.

      Section 2.13 “Company” shall mean FirstMerit Corporation, an Ohio corporation.

      Section 2.14 “Death Benefit” shall mean any benefit paid to a Beneficiary upon the death of a Member as provided under the terms of this Plan.

      Section 2.15 “Disability” or “Disabled” shall mean (a) with respect to Pre-2005 Monthly Retirement Income, eligibility for disability benefits under the terms of the Employer’s Long-Term Disability plan in effect from time to time; and (b) with respect to Post-2004 Monthly Retirement Income, the Member is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than

twelve (12) months; (ii) by reason of any medically determinable physical or mental impairment that 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 Member’s employer; or (iii) determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

      Section 2.16 Reserved.

      Section 2.17 “Effective Date” shall have the meaning set forth in Section 1.02.

      Section 2.18 “Employer” shall mean (a) the Company and (b) any Affiliate that is authorized by the Board of Directors or the Committee to participate in this Plan. For purposes of this Plan, “Employer” shall include any organization into which or with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred, and the successors and assigns of any of the foregoing; provided that such entity meets the requirements set forth in the preceding sentence.

      Section 2.19 “401(k) Plan” shall mean the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan, as amended from time to time.

      Section 2.20 “Member” shall mean an employee of the Employer who is part of a select group of management and has become a Member as provided in Article III hereof.

      Section 2.21 “Monthly Retirement Income” shall mean the monthly income, calculated under either Section 4.01 or 4.02, as applicable, which is payable to a Member pursuant to the terms of this Plan.

      Section 2.22 “Normal Retirement Date” shall mean the first day of the month coinciding with or immediately following the Member’s sixty-fifth (65th) birthday.

      Section 2.23 “Plan” shall mean the FirstMerit Corporation Amended and Restated Supplemental Executive Retirement Plan, as amended from time to time.

      Section 2.24 “Plan Administrator” shall mean the person or entity designated as such in accordance with Section 7.01.

      Section 2.25 “Post-2004 Monthly Retirement Income” shall mean the portion of a Member’s Monthly Retirement Income which is not Pre-2005 Monthly Retirement Income.

      Section 2.26 “Pre-2005 Monthly Retirement Income” shall mean the portion, if any, of a Member’s Monthly Retirement Income that was earned and vested under the Plan (within the meaning of Code Section 409A) as of December 31, 2004 and any earnings (whether actual or notional) attributable to such portion of the Member’s Monthly Retirement Income (within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder) and any earnings (whether actual or notional) thereon.

      Section 2.27 “Previous Employer Plan” shall mean any qualified retirement, pension or profit sharing plan or similar fund or program of any previous employer of a Member in which a Member participated, including without limitation, any defined contribution plan, simplified employer plan or, if a Member’s previous employer was unincorporated or the Member was previously self-employed, or considered to be self-employed, any Keogh plan which was established by the Member or in which the Member was a participant. The term “Previous Employer Plan” shall not include the amounts credited to a Member under a 401(k), savings or thrift plan maintained by a Member’s previous employer that are attributable to the Member’s salary deferral or post-tax contributions and any investment earnings thereon.

      Section 2.28 “Primary Social Security Benefit” shall mean the estimated Primary Insurance Amount (payable monthly) available to a Member at age sixty-five (65) under the Social Security Act, as amended and as in effect at the Member’s Benefit Commencement Date.

      Section 2.29 “Projected Account Balance” shall mean the Member’s account balance, if any, under a Previous Employer Plan as of the date of his termination of employment with his previous employer plus interest thereon through and including the Member’s Benefit Commencement Date at a compound rate of interest equal to the rate of interest used in the Qualified Plan for purposes of determining actuarial equivalence. Notwithstanding the foregoing, the Projected Account Balance of the CEO shall be computed using the rate of interest determined on the relevant date in accordance with the terms of the Qualified Plan as of May 15, 2006, that was applicable for purposes of determining an actuarially equivalent lump sum for distributions made after December 31, 1997.

      Section 2.30 “Qualified Plan” shall mean the Pension Plan for Employees of FirstMerit Corporation and Affiliates, as amended from time to time.

      Section 2.31 “Retirement Date” shall mean the first day of the month coinciding with or immediately following the month the Member terminates employment with the Employer on or after reaching age fifty-five (55).

      Section 2.32 “Separation From Service” shall mean a “separation from service” from the Employer within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h). With respect to any Post-2004 Monthly Retirement Income, wherever used in this Plan, any form of the words “retire” or “terminate” in connection with a Member’s employment shall mean a Separation From Service.

      Section 2.33 “Specified Employee” shall mean a “specified employee” as defined in Code Section 409A and Treasury Regulation Section 1.409A-1(i) and as determined under the Company’s policy for determining specified employees.

      Section 2.34 “Total Compensation” shall mean the total of the Member’s “Compensation,” as defined and determined under the Qualified Plan, plus the incentive compensation received by the Member under the Employer’s Executive Incentive Compensation Plan during a calendar year. “Total Compensation” specifically excludes compensation received by a Member as a result of the exercise of a non-qualified stock option, the sale of stock acquired under an incentive stock option or the vesting of an award of dividend units or restricted stock.

      Section 2.35 “Unfunded Supplemental Benefit Plan” shall mean the “excess benefit plan” known as the FirstMerit Corporation Unfunded Supplemental Benefit Plan (effective as of January 1, 1984), as amended from time to time.

      Section 2.36 “Vested Percentage” shall have the meaning ascribed to it in Section 4.05.

      Section 2.37 For purposes of determining a Member’s Vested Percentage, a “Year of Service” shall mean a period of twelve (12) consecutive months commencing on the date that an employee of the Employer first becomes a Member of this Plan, or on any anniversary of such date, during which the Member completes at least One Thousand (1,000) Hours of Service (as defined in the Qualified Plan); provided, however, that the Committee, in its sole discretion, may credit a Member with Years of Service for purposes of determining such Member’ s Vested Percentage with respect to any period prior to the date that the Member first became a Member of this Plan, regardless of whether the Member was an employee of the Employer during all or a portion of such prior period. Notwithstanding the foregoing, for purposes of calculating his Vested Percentage, the CEO shall be credited with (a) three (3) additional Years of Service, unless the CEO’s employment is terminated for Cause (as such term is defined in the CEO Employment Agreement), plus (b) such additional Years of Service, if any, provided under the terms of the CEO Employment Agreement and the CEO Change Agreement, as applicable.

ARTICLE III
MEMBERSHIP IN THE PLAN

      Section 3.01 Eligibility for membership in this Plan shall be determined by the Board of Directors in its sole discretion, on an individual basis; provided, however, that no employee of the Employer shall become a Member of the Plan after December 31, 2007. Any individual who is participating in the Plan immediately prior to the Effective Date shall continue to participate in the Plan after the Effective Date, subject to the terms and conditions of the Plan.

ARTICLE IV
MONTHLY RETIREMENT INCOME

      Section 4.01 Subject to the provisions of Article X, a Member whose Benefit Commencement Date coincides with or is subsequent to his Normal Retirement Date shall be entitled to receive a Monthly Retirement Income calculated under this Section 4.01. The amount of a Member’s Monthly Retirement Income under this Section 4.01 shall be equal to fifty percent (50%) of his Average Monthly Earnings reduced by the following amounts:

     (a) Fifty percent (50%) of his monthly Primary Social Security Benefit payable at his Benefit Commencement Date under the Social Security law in effect at that time;

     (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 Benefit Commencement 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 Benefit Commencement Date;

     (d) [Reserved];

     (e) One hundred percent (100%) of the straight life annuity commencing on the Member’s Benefit Commencement Date that is the Actuarial Equivalent of the aggregate Matching Contributions, if any, credited to the Member’s Matching Contribution Account, Profit Sharing Account and Retirement Investment Plan Account under the 401(k) Plan as of the Member’s Benefit Commencement Date, excluding investment earnings on such Matching Contributions; and

     (f) One hundred percent (100%) of the benefits payable to the Member under any Previous Employer Plan. Amounts payable to the Member pursuant to a Previous Employer Plan shall be Actuarially Determined as a straight life annuity payable in equal monthly installments, regardless of the actual form of benefit payable to, or received by, the Member. If the Previous Employer Plan is a defined contribution plan, the amount of the offset shall be Actuarially Determined by determining the amount of a straight life annuity payable to the Member commencing on his Benefit Commencement Date from an amount equal to the Member’s Projected Account Balance from such Previous Employer Plan; provided, however, that the amount of such straight life annuity shall be based upon the actual value of the benefit accrued by the Member under the Previous Employer Plan determined as of the Member’s Benefit Commencement Date, regardless of whether such benefit is payable from the Previous Employer Plan or a rollover IRA, if the Member is able to provide the Plan Administrator with satisfactory evidence that the actual value of his benefit from the Previous Employer Plan is less than the Projected Account Balance.

Notwithstanding the foregoing, the Monthly Retirement Income of a Member, who was a Member of this Plan immediately prior to January 1, 2001, shall be the greater of the Monthly Retirement Income calculated in accordance with this Section 4.01, as amended on January 1, 2001, or the Monthly Retirement Income calculated under Section 4.01 of the Plan as it existed immediately prior to January 1, 2001, based upon the definition of Average Monthly Earnings in effect immediately prior to January 1, 2001.

      Section 4.02 Subject to the provisions of Article X, a Member whose Benefit Commencement Date precedes his Normal Retirement Date shall receive a Monthly Retirement Income as calculated in Section 4.01, without regard to subparagraphs (a), (b), (c), (d), (e) and (f) thereof, multiplied by the Member’s Vested Percentage as of the date of his termination of employment with the Employer. The Monthly Retirement Income determined pursuant to the preceding sentence shall be further reduced by three percent (3%) for every year that the Member’s Attained Age on his Benefit Commencement Date is less than sixty-five (65) as set forth in the following table.