FIRSTMERIT CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.10

FIRSTMERIT CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated as of December 15, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

FIRSTMERIT CORPORATION

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

     This Plan became effective as of January 1, 1996, and was amended and restated in November 1996 and July 1997 and as of October 21, 2000 and January 1, 2001. The Plan is hereby amended and restated as of December 15, 2008 in order to comply with the requirements of Code Section 409A and to increase the number of shares of Common Stock available for issuance under the Plan.

ARTICLE 1—PURPOSES

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

ARTICLE II—DEFINITIONS

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

2.1 Account

     “Account” means the bookkeeping accounts maintained on behalf of each Participant by the Corporation or a participating Affiliate. For purposes of this Plan, references to a Participant’s Account shall include the Participant’s Stock Account(s) and Asset Account(s).

2.2 Affiliates

     “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) established pursuant to Section 4.3 of the Plan.

PAGE 1 — EXECUTIVE DEFERRED COMPENSATION PLAN

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 Base Compensation

     “Base Compensation” means the base salary of a Participant for services as an employee of the Corporation or an Affiliate, as indicated by the records of the Corporation or such Affiliate, as the case may be.

2.7 Board

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

2.8 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.

2.9 Change in Control

     “Change in Control” means the occurrence of any one of the following events:

     (a) Individuals who, on April 19, 2000, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to April 19, 2000 whose election or nomination for election was approved by a vote of at least two thirds (2/3rds) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no director of the Corporation initially as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

     (b) Any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions:

     (i) By the Corporation or any Affiliate;

     (ii) By any employee benefit plan sponsored or maintained by the Corporation or any Affiliate;

PAGE 2 — EXECUTIVE DEFERRED COMPENSATION PLAN

     (iii) By any underwriter temporarily holding securities pursuant to an offering of such securities;

     (iv) Pursuant to a Non-Control Transaction (as defined in paragraph (c)); or

     (v) A transaction (other than one described in (c) below) in which Company Voting Securities are acquired from the Corporation, if a majority of the Incumbent Directors then on the Board approve a resolution providing expressly that the acquisition pursuant to this clause (v) does not constitute a Change in Control under this paragraph (b);

     (c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation or any of its Affiliates that requires the approval of the Corporation’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:

     (i) More than fifty percent (50%) of the total voting power of (A) the corporation resulting from such Business Combination (the “Surviving Entity”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors (“Total Voting Power”) of the Surviving Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination;

     (ii) No person (other than any employee benefit plan (or related trusts) sponsored or maintained by the Surviving Entity or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the Total Voting Power of the outstanding voting securities eligible to elect directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity); and

     (iii) At least a majority of the members of the board of directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Control Transaction”); or

     (d) The shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation.

     Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of more than twenty-five percent (25%) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Corporation which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Corporation such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially

PAGE 3 — EXECUTIVE DEFERRED COMPENSATION PLAN

owned by such person by more than one percent (1%), a Change in Control of the Corporation shall then occur.

2.10 Closing Price

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

2.11 Code

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

2.12 Committee

     “Committee” means the Compensation Committee of the Board.

2.13 Common Stock

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

2.14 Compensation

     “Compensation” means Base Compensation and Incentive Compensation earned by and payable to a Participant for services to the Corporation or an Affiliate.

2.15 Corporation

     “Corporation” means FirstMerit Corporation, and any successor corporation.

2.16 Deferral Election

     “Deferral Election” means an irrevocable annual election to defer Compensation and the corresponding distribution elections, made by an Eligible Employee and for which a Participation Agreement has been submitted to the Committee.

2.17 Deferred Compensation

     “Deferred Compensation” means Compensation earned in a Plan Year for services performed as an employee and deferred pursuant to a Deferral Election.

2.18 Eligible Employee

     “Eligible Employee” means an Eligible Employee as defined in Section 3.1.

2.19 ERISA

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

PAGE 4 — EXECUTIVE DEFERRED COMPENSATION PLAN

2.20 Exchange Act

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

2.21 Incentive Compensation

     “Incentive Compensation” means the annual cash incentive award, if any, payable to a Participant under the Corporation’s or an Affiliate’s annual incentive plan.

2.22 Investment Fund

     “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.

2.23 Participant

     “Participant” means an Eligible Employee who has made a Deferral Election under the Plan or a former Eligible Employee who has an Account.

2.24 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 an Eligible Employee to the Committee or its delegates prior to the Plan Year in which Compensation is earned.

2.25 Plan

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

2.26 Plan Year

     “Plan Year” means the calendar year.

2.27 Retirement

     “Retirement” means:

     (a) With respect to Deferred Compensation prior to January 1, 2005 and deemed earnings, gains and losses credited thereon, retirement at or after age sixty-five (65) or, with the consent of the Committee, termination prior to age sixty-five (65) but at or after age fifty-five (55); and

PAGE 5 — EXECUTIVE DEFERRED COMPENSATION PLAN

     (b) With respect to Deferred Compensation after December 31, 2004 and deemed earnings, gains and losses credited thereon after such date, “Retirement” means Separation from Service on or after attaining age fifty-five (55).

2.28 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.

2.29 Stock Account

     “Stock Account” means the sub-account(s) established pursuant to Section 4.2 of the Plan.

2.30 Stock Credit

     “Stock Credit” means a credit to a Participant’s Stock Account, calculated pursuant to Section 4.2(b) of this Plan.

2.31 Valuation Date

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

ARTICLE III—PARTICIPATION

3.1 Eligibility

     The Committee shall, from time to time, designate one or more key employees of the Corporation and participating Affiliates as eligible to participate in the Plan (an “Eligible Employee”).

3.2 Participation

     An Eligible Employee may elect to participate in the Plan each year by making a Deferral Election prior to January 1 of the Plan Year in which Deferred Compensation is earned for services performed during such Plan Year, except as set forth in Section 3.3 herein. Such election shall be irrevocable as of December 31 prior to the Plan Year to which the Deferral Election applies.

3.3 Initial Year of Eligibility

     In the case of the first Plan Year in which a key employee is designated as an Eligible Employee, if such employee becomes eligible after January 1 but prior to July 1, such Eligible Employee may elect to participate in the Plan as of the next following July 1 by making a Deferral Election with respect to Base Compensation no later than thirty (30) days after the date on which the employee is designated as an Eligible Employee. Such Deferral Election shall be applicable only with respect to Base Compensation for services performed after the later of July 1 or the date such election is made, and shall become irrevocable thirty (30) days after the date on which the employee is designated as an Eligible Employee. Notwithstanding the foregoing, this Section 3.3 shall not apply if, at the time the employee is designated as an Eligible Employee, the employee also is eligible to participate in any Aggregated Plan.

PAGE 6 — EXECUTIVE DEFERRED COMPENSATION PLAN

3.4 Deferral Elections

     (a) Incentive Compensation. An Eligible Employee may elect, as provided in Section 3.2, to defer receipt of any Incentive Compensation in increments of one percent (1%). Absent such a timely election, an Eligible Employee shall be deemed to have elected not to defer receipt of any such Incentive Compensation.

     (b) Base Compensation. An Eligible Employee may elect, as provided in Sections 3.2 and 3.3 herein, to defer receipt of all or any portion of such Eligible Employee’s Base Compensation in increments of one percent (1%) up to a maximum of ninety percent (90%) of Base Compensation.

ARTICLE IV—ACCOUNTS

4.1 Accounts

     The Corporation and each Affiliate that has elected to participate in this Plan and has been approved to participate by the Board shall establish on its books a separate Account for each Eligible Employee who makes a Deferral Election, and shall credit to the Account of each Participant such Deferred Compensation. The credit shall be entered on the Corporation’s or Affiliate’s books of account at the time that the Compensation, absent the Deferral Election, otherwise would be paid to the Participant.

4.2 Stock Accounts

     (a) Establishing a Stock Account. A Participant may elect to establish an annual Stock Account which shall be maintained solely for recordkeeping purposes. With respect to each Plan Year commencing on and after January 1, 2009, each Participant shall elect prior to the applicable Plan Year to allocate all or a portion of his Deferred Compensation to the Stock Account for such Plan Year; the balance shall be allocated to the Asset Account for such Plan Year. A Participant shall be one hundred percent (100%) vested in his Stock Account at all times.

     (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 Deferred Compensation at the Closing Price of a share of Common Stock 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 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 of a share of Common Stock 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 as of the record date of such dividend. In the case of dividends paid in shares of Common Stock, the Participant’s Account 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

PAGE 7 — EXECUTIVE DEFERRED COMPENSATION PLAN

shares of Common Stock (including fractions of a share) which is equal to the number of Stock Credits attributable to the Participant’s Account as of the record date of such dividend.

4.3 Asset Accounts

     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 by making 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.

4.4 Investment Funds

     (a) 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.

     (b) 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) Stock Account. No amount credited to any Stock 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.

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

ARTICLE V—DISTRIBUTIONS

     All distributions under this Plan from Stock Accounts shall be made in shares of Common Stock and all distributions from Asset Accounts shall be made in cash, in each ca