FIRSTMERIT CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN

Exhibit 10.11

FIRSTMERIT CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of December 15, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

FIRSTMERIT CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED AS OF DECEMBER 15, 2008

     This Plan is hereby amended and restated as of December 15, 2008 in order to comply with the requirements of Code Section 409A, to increase the number of shares of Common Stock available for issuance under the Plan and to combine into a single plan the FirstMerit Corporation Director Deferred Compensation Cash Plan and the FirstMerit Corporation Director Deferred Compensation Stock Plan, both of which were effective as of January 1, 2001.

ARTICLE 1—PURPOSES

     The purposes of the Plan are (i) to provide Directors with flexibility with respect to the form and timing of the payment of Compensation, (ii) to more closely align the interests of Directors with the interests of the Corporation’s shareholders, and (iii) to assist the Corporation and its Affiliates in attracting and retaining qualified individuals to serve as Directors.

ARTICLE II—DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below:

     “Accounts” means a Participant’s Cash Accounts, Stock Accounts and Asset Accounts.

     “Affiliates” means affiliated or subsidiary entities of the Corporation as defined in Code Sections 414(b) and (c). An Affiliate may elect to participate in the Plan and the Board may approve such election in its sole discretion.

2.3 Aggregated Plan

     “Aggregated Plan” means any agreement, method, program or other arrangement that, along with the Plan, would be treated as a single nonqualified deferred compensation plan under Code Section 409A.

2.4 Asset Account

     “Asset Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.4.

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2.5 Beneficiary

     “Beneficiary” means the person, persons, or entity (including without limitation any trustee) last designated by the Participant to receive benefits specified hereunder in the event of the Participant’s death.

2.6 Board

     “Board” means the Board of Directors of the Corporation.

2.7 Business Day

     “Business Day” means a day, except for a Saturday, Sunday, a legal holiday or a day when the primary stock exchange on which the Common Stock is traded is not open.

2.8 Cash Account

     “Cash Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.2.

2.9 Closing Price

     “Closing Price” means the closing price of the Common Stock as reported on the National Association of Securities Dealers Automated Quotation System.

2.10 Code

     “Code” means the Internal Revenue Code of 1986, as amended, and including any rules or regulations promulgated thereunder.

2.11 Committee

     “Committee” means the Compensation Committee of the Board.

2.12 Common Stock

     “Common Stock” means the common shares, no par value, of the Corporation.

2.13 Compensation

     “Compensation” means all fees payable to a Director for services to the Corporation and/or an Affiliate as a director, including retainer fees for service on, and fees for attendance at meetings of, the Board and any committees thereof, as established by the Board from time to time, but excluding reimbursements for expenses.

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2.14 Corporation

     “Corporation” means FirstMerit Corporation, an Ohio corporation, and any successor to the business thereto.

2.15 Deferral Election

     “Deferral Election” means an irrevocable annual election to defer Compensation and the corresponding distribution elections, made by a Participant pursuant to Articles III, IV and V and for which a Participation Agreement has been submitted by the Participant to the Committee.

2.16 Director

     “Director” means any individual serving on the Board or on the board of directors of an Affiliate, who is not an employee of the Corporation or an Affiliate, or any individual serving as a Community Board Advisor (or like designation).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Investment Fund” means an investment fund in which Accounts may be deemed to be invested. An Investment Fund may be any open-ended fund, closed-end fund, a fund which is deemed to be invested in a particular stock or other investment except Common Stock, or a fund which credits a fixed or variable interest rate determined by the Committee.

2.19 Participant

     “Participant” means a Director who has made a Deferral Election, or a former Director who has an Account.

2.20 Participation Agreement

     “Participation Agreement” means the agreement, whether written or provided through electronic means, to make a Deferral Election, which, except as provided in Section 3.3, must be submitted by a Director to the Committee or its delegates prior to the Plan Year to which the Deferral Election applies.

2.21 Plan

     “Plan” means the FirstMerit Corporation Director Deferred Compensation Plan, as amended from time to time.

     “Plan Year” means the calendar year.

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     “Reamortization Date” means the date on which benefit payments are recalculated to account for changes in investment performance or interest rates. This date shall be the last Business Day of October, effective on January 1 of the next Plan Year.

2.24 Separation from Service

     “Separation from Service” means the Participant’s “separation from service” (as defined in Code Section 409A) with the Corporation and all Affiliates.

2.25 Stated Interest Rate

     “Stated Interest Rate” means, with respect to any calendar month, two (2) percentage points over the average of the composite yield on Moody’s Average Corporate Bond Yield for the month of October immediately preceding the Plan Year as determined from Moody’s Bond Record published by Moody’s Investors Services, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by the Corporation. The Committee shall establish the Stated Interest Rate effective as of January 1 of each Plan Year, which, once established, shall be used for all interest determinations during such Plan Year.

2.26 Stock Account

     “Stock Account” means the sub-account(s) maintained by the Committee in the name of a Participant pursuant to Section 4.3.

2.27 Stock Credit

     “Stock Credit” means a credit to a Participant’s Stock Account, calculated pursuant to Section 4.3(b) of this Plan.

2.28 Valuation Date

     “Valuation Date” means the last Business Day of the month in which the Participant has a Separation from Service or dies.

ARTICLE III—PARTICIPATION IN THE PLAN

3.1 Eligibility

     All Directors of the Company and a participating Affiliate shall be eligible to participate in the Plan.

3.2 Participation

     A Director may elect to participate in the Plan each Plan Year by filing with the Committee a Deferral Election in a Participation Agreement prior to January 1 of the Plan Year in which Compensation is earned for services performed during such Plan Year, except as set forth in Section 3.3 herein. Such

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Deferral Election shall be irrevocable as of the December 31 immediately preceding the Plan Year for which the election is made and shall remain in effect for one (1) Plan Year only.

3.3 Initial Year of Eligibility

     An individual who becomes a Director between January 1 and June 30 shall be eligible to participate in the Plan on the July 1 immediately following the date he becomes a Director. Such Director may elect to participate in the Plan by filing with the Committee a Deferral Election in a Participation Agreement no later than thirty (30) days after the date on which the individual becomes a Director. Such Deferral Election shall be applicable only with respect to Compensation for services performed after the later of July 1 or the date such election is made, and shall be irrevocable thirty (30) days after the date on which the individual becomes a Director. Notwithstanding the foregoing, this Section 3.3 shall not apply if, at the time the individual becomes a Director, the individual also is eligible to participate in any Aggregated Plan.

3.4 Deferral Elections

     Except as provided in Section 3.3, a Director may make a Deferral Election with respect to Compensation earned for services performed during the immediately succeeding Plan Year by filing a Participation Agreement with the Committee pursuant to Section 3.2. The amount to be deferred shall be stated as a whole percentage up to one hundred percent (100%) of Compensation.

ARTICLE IV—ACCOUNTS

4.1 Crediting Accounts

     A Director’s deferred Compensation shall be credited to such Director’s Account(s) as of the date such amount, absent the Deferral Election, would otherwise have been paid to such Director.

4.2 Cash Account

     (a) Establishing a Cash Account. A Participant may elect to establish an annual Cash Account which shall be maintained solely for recordkeeping purposes pursuant to a Deferral Election. A Participant shall be one hundred percent (100%) vested in his Cash Account at all times.

     (b) Earnings. As of the last day of each calendar month, the Participant’s Cash Account(s) shall be credited with earnings equal to the product of the average daily balance of the Cash Account(s) during such month (determined after adjustment for any deferred Compensation credited thereto and any amount distributed therefrom) and an interest rate equal to the Stated Interest Rate.

4.3 Stock Account

     (a) Establishing a Stock Account. A Participant may elect to establish an annual Stock Account which shall be maintained solely for recordkeeping purposes pursuant to a Deferral Election. A Participant shall be one hundred percent (100%) vested in his Stock Account(s) at all times.

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     (b) Stock Credits. Each Participant’s Stock Account shall be credited with Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased with the amount of such Compensation the Participant elected to allocate to the Stock Account at the Closing Price on the day as of which such Stock Account is so credited.

     (c) Dividends. As of the date any cash dividend is paid to holders of shares of Common Stock, a Participant’s Stock Account(s) shall be credited with additional Stock Credits equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the Closing Price on such date with the amount that would have been paid as dividends on that number of shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Stock Account(s) as of the record date of such dividend. In the case of dividends paid in shares of Common Stock, the Participant’s Stock Account(s) shall be credited with additional Stock Credits equal to the number of dividend shares that would have been received with respect to that number of shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Stock Account(s) as of the record date of such dividend.

4.4 Asset Account

     (a) Establishing an Asset Account. With respect to each Plan Year commencing on or after January 1, 2009, a Participant may elect to establish an annual Asset Account, which shall be maintained solely for recordkeeping purposes, pursuant to a Deferral Election allocation to one (1) or more Investment Funds. A Participant shall be one hundred percent (100%) vested in his Asset Account at all times.

     (b) Selection of Investment Funds. The Committee shall have sole discretion in the selection, number and types of Investment Funds for this Plan and may change or eliminate Investment Funds from time to time in its sole discretion.

     (c) Investment Fund Performance. The deemed earnings, gains and losses of each Investment Fund shall be determined by the Committee, in its reasonable discretion, based on the performance of the Investment Funds themselves. The balance of a Participant’s Asset Accounts shall be credited or debited on a daily basis based on the performance of each Investment Fund in which a Participant’s Asset Accounts are deemed to be invested, such performance and the crediting of such performance being determined by the Committee in its sole discretion.

4.5 Transfers Among Investment Funds and Between Accounts

     (a) No Transfers. No amount credited to any Stock Account or Cash Account may be transferred and credited to any Investment Fund, and no amount credited to an Investment Fund may be transferred and credited to any Stock Account or Cash Account.

     (b) Investment Funds. Any amount credited to an Investment Fund may be transferred and credited to any other Investment Fund at the direction of the Participant. Any such direction from a Participant will become effective as of the first day of the next month following the Participant’s request for a change.

     (c) Committee Procedures. The Committee may establish such rules and procedures as it determines to be appropriate for the crediting of deferrals and transfers to Investment Funds, for

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transfers among Investment Funds and for crediting deemed earnings, gains and losses of an Investment Fund.

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