FIRSTMERIT CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL TERMINATION AGREEMENT

Exhibit 10.23

FIRSTMERIT CORPORATION
AMENDED AND RESTATED
CHANGE IN CONTROL TERMINATION AGREEMENT
(TIER I)

     THIS AGREEMENT (“Agreement”) originally was effective the [insert date] (“Effective Date”), by and between FirstMerit Corporation, an Ohio corporation (the “Company”), and [insert executive name] , the executive employee who has executed this Agreement (“Employee”). Effective as of this ___ day of January, 2009, the parties hereby amend and restate the Agreement (as previously amended and restated from time to time) as set forth herein.

RECITALS:

     A. The Employee serves as an executive and is considered a key corporate officer of the Company or one of its affiliates.

     B. The Board of Directors of the Company (“Board”) has determined that the interests of the Company’s shareholders will be best served by ensuring that key corporate officers will adhere to the policies of the Board and senior management with respect to any event by which another entity would acquire effective control of the Company.

     C. The Board has also determined that it is in the best interests of the shareholders to promote stability among key officers and employees, particularly during the period leading up to and after another entity acquires effective control of the Company.

     D. Employee and the Company may have previously entered into a Change in Control Termination Agreement, which agreement is being replaced in its entirety by this Agreement, and have also entered into a Displacement Agreement which protects Employee in the circumstance of a displacement of the Employee which occurred due to a merger or acquisition described in the Displacement Agreement. If an event (or series of events) creates an entitlement under both the Displacement Agreement and this Agreement, the Employee will not be entitled to be paid benefits under both this Agreement and the Displacement Agreement but will be entitled to a benefit under this Agreement or under the Displacement Agreement, whichever produces the largest after-tax benefit to the Employee.

     IN CONSIDERATION OF THE FOREGOING, the mutual covenants hereinafter contained and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Employee agree as follows:

     1.  Duties of Employee . In exchange for the compensation and benefits described in this Agreement, the Employee agrees to discharge the obligations described in paragraph 9 and, consistent with his or her duties to shareholders and other legal obligations, Employee shall support the position of the Board and the Company’s senior management and shall take any action reasonably requested by the Board and the Company’s senior management with respect to any event that may or will constitute a Change in Control. The Employee agrees (on his/her own behalf and in behalf of his/her heirs, assigns and beneficiaries) that the compensation and

benefits described in this Agreement are adequate consideration for the obligations assumed in this Agreement.

     2.  Change in Control . The term “Change in Control” shall mean the occurrence of the earliest to occur of any one of the following events on or after the Effective Date and while in the employ of the Company or any Subsidiary (as defined below) before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity (each as defined below), and shall occur on the date that:

          (a) The individuals who, on April 19, 2000, constituted the Board (the “Incumbent Directors”) are replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of the members of the Incumbent Board before the date of appointment or election;

          (b) Any “person” (as such term is defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) or more than one person acting as a “group” (as such term is defined in Section 409A of the Code) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

          (c) Any “person” (as such term is defined in Section 409A of the Code) or more than one person acting as a “group” (as such term is defined in Section 409A of the Code) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; provided, however, that the event described in this paragraph (c) shall not be deemed to be a Change in Control for purposes of this paragraph (c) by virtue of any of the following acquisitions:

          (i) by the Company or any Subsidiary ( i.e. , any entity related to the Company through common ownership as determined under Sections 414 or 1563 of the Code);

          (ii) by or through any employee benefit plan sponsored or maintained by the Company or any Subsidiary and described (or intended to be described) in Section 401(a) of the Code;

          (iii) directly through an equity compensation plan maintained by the Company or any Subsidiary, including a program described in Section 423 of the Code;

          (iv) by any underwriter temporarily holding securities pursuant to an offering of such securities;

          (v) by any entity or “person” (including a “group” as contemplated by Sections 13(d)(3) and 14(d)(2) of the Exchange Act) with respect to which that acquirer has filed SEC Schedule 13G indicating that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, the Company’s management or policies (regardless of whether such acquisition of securities is considered to constitute the acquisition of control under the

Bank Holding Company Act of 1956 pursuant to Regulation Y promulgated thereunder), unless and until that entity or person files SEC Schedule 13D, at which point this exception will not apply to outstanding securities eligible to vote for the election of the Board (“Company Voting Securities”), including those previously subject to an SEC Schedule 13G filing; or

          (vi) pursuant to a Non-Control Transaction (as defined in paragraph (d)).

          (d) The date of the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether with respect to such transaction or the issuance of securities in connection with the transaction (a “Business Combination”) that results in an event described in subparagraphs (a), (b) or (c) or (f), unless immediately following such Business Combination:

          (i) more than 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 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; and

          (ii) 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 (d)(i) and (d)(ii) shall be deemed to be a “Non-Control Transaction”);

          (e) The date that the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company resulting in any of the events described in subparagraphs (a), (b) or (c) or (f); or

          (f) The date that any one person (as defined in Section 409A of the Code) or more than one person acting as a group (as defined in Section 409A of the Code), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all assets of the Company immediately before such acquisition or acquisitions; provided, however, that for purposes of

determining whether a Change in Control has occurred pursuant to this subparagraph (f), any transfer described in Treasury Regulation §1.409A-3(i)(5)(vii)(B) shall be disregarded.

     The foregoing definition of Change in Control shall be construed consistent with the definition of “change in control event” in Section 409A of the Code.

     Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person or group acquires beneficial ownership of more than 30% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if within the 12-month period after such acquisition by the Company such person or persons becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person or persons by more than one percent, a Change in Control of the Company shall then occur.

     For purposes of this Agreement, the entity resulting from a Change in Control (including, if appropriate, the Company) or succeeding to the Company’s interest in connection with a Change in Control is referred to as the “Change Entity.”

     If more than one event that constitutes a Change in Control occurs during a Protection Period, the Employee shall be entitled to the amount that equals the largest after-tax amount generated by any of the Changes in Control.

     If one or more events generate a payment under both this Agreement and the Displacement Agreement, the Employee will be entitled only to the benefit described in this Agreement or in the Displacement Agreement, whichever provides the highest after-tax value to the Employee, but will not be entitled to amounts under both agreements.

     Notwithstanding any other provision of this Agreement, the Employee will not be entitled to any amount under this Agreement if he/she acted in concert with any person or group (as defined above) to effect a Change in Control, other than at the specific direction of the Board and in his/her capacity as an employee of the Company or any Subsidiary.

      2A. Benefits Upon Certain Changes in Control .

          (a) On the occurrence of any Change in Control during Employee’s employment with the Company or any Subsidiary, the Employee shall be entitled to (and each of the Change Entity and all Related Entities shall be jointly liable for) the benefits provided in subparagraphs (b) and (c) below; provided that such benefits shall not apply if such Employee’s employment with the Company or any Subsidiary is subsequently terminated for Cause (as used for purposes of this Agreement). For the avoidance of doubt, nothing in this paragraph 2A shall operate to accelerate the payment or settlement of any amount or benefit in a manner that would violate Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

          (b) Except as provided in subparagraph (a) above, upon a Change in Control during Employee’s employment with the Company or any Subsidiary (i) the Employee’s outstanding stock options, restricted stock and other stock, phantom stock, stock appreciation rights or similar arrangements in which he participates, whether issued before, in connection

with or after the Change in Control will be fully vested and exercisable and settled as described in the applicable plan or plans and (ii) notwithstanding any provisions to the effect that rights terminate upon termination of employment, the Employee (or his beneficiary) shall be given the remaining period provided in the grant (determined without regard to any termination of employment by the Employee following the Change in Control), to realize or exercise all rights or options provided under such plans with respect to any stock option, and other stock, phantom stock, stock appreciation rights or similar grants.

          (c) Except as provided in subparagraph (a) above, upon a Change in Control during Employee’s employment with the Company or any Subsidiary, the following shall apply for purposes of calculating the Employee’s benefits, if applicable, under the FirstMerit Corporation Amended and Restated Supplemental Executive Retirement Plan, originally effective on February 13, 1987 and amended and restated effective of as November 20, 2008, and as maybe amended from time to time, and/or any other nonqualified plan of deferred compensation in effect during the Protection Period (the “SERP”):

          (i) (x) for purposes of calculating the Employee’s Monthly Retirement Income (as defined in the SERP) under Sections 4.01 and 4.02 (or successor section) of the SERP and for purposes of determining the Employee’s vested Monthly Retirement Income under Section 4.05 (or successor section) of the SERP, the Employee’s Years of Service (as defined in the SERP) shall be increased by 24 months; (y) for purposes of calculating the Employee’s Monthly Retirement Income under Section 4.02 of the SERP, the Employee’s Attained Age (as defined in the SERP) shall be increased by 24 months; and (z) the Employee’s Average Monthly Earnings for purposes of the SERP shall be deemed to be equal to the higher of (A) the Employee’s Average Monthly Earnings under the SERP as then in effect and (B) the total of the highest monthly base salary earned by the Employee during the 24 months immediately preceding the Employee’s termination of employment and the value of the incentive compensation payment the Employee would receive if payout was made at the “target” percentage for the Employee under the Company’s Executive Incentive Plan (and/or any analogous plan adopted after the date of this Agreement) in the year of the Employee’s termination of employment (or any higher percentage based on objective criteria specified in the Incentive Compensation Plan for the year in which the date of termination occurs and/or any analogous plan adopted after the date of this Agreement) that the Employee has achieved before the date of termination) in the year of Employee’s termination of employment divided by 12.

          (ii) The terms of this paragraph 2A(c) shall apply only if the Employee is a participant in the SERP, and shall supersede any contrary provisions of the SERP and any membership agreement executed between the Company and the Employee in connection with the Employee’s participation in the SERP, unless expressly provided otherwise in such membership agreement. The Employee’s SERP benefit, calculated using the provisions of this paragraph 2A(c), is assumed to commence on the earliest date upon which the Employee is eligible to retire under the SERP for purposes of determining the Actuarial Equivalent (as defined in the SERP) of such benefit.

     3.  Company’s Right to Terminate . The entity with which the Employee has a direct employment relationship (“Employer”) may terminate the Employee’s employment at any time during the term of this Agreement, subject to the terms of this Agreement and the obligation to provide the amounts stated herein if due. For purposes of this Agreement, any reference to the Employee’s “termination” or “termination of employment” (or any form thereof) shall mean the Employee’s “separation from service”, within the meaning of Section 409A of the Code, from the Employer and all entities that, along with the Employer would be treated as a single employer under Sections 414(b) and (c) of the Code.

     4.  Termination in Connection With a Change in Control . In the event of termination of employment from the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity (including an involuntary termination while the employee is absent from active employment pending determination of Disability under the procedures described in paragraph 4(a)) within the “Protection Period” ( i.e. , the period beginning on the date the Board first learns of an act or event that results in a Change in Control, even if that period begins before the Effective Date, and ending on the last day of the number of calendar months specified in Item 10 on Exhibit A beginning coincident with or immediately after a Change in Control), the Employee shall be entitled to the benefits provided in paragraph 6 unless such termination is because of the Employee’s death or determination of Disability (as described in paragraph 4(a)), for Cause, or by the Employee other than for Good Reason.

          (a) Disability . The term “Disability” shall mean termination because of Total and Permanent Disability as defined in the Long-Term Disability Plan in effect at any time during the Protection Period in which the Employee is or was participating when the condition began (or, if the Employee is or was not participating in a Long-Term Disability Plan when the condition begins, as defined under any long-term disability program in effect at any time during the Protection Period). If the Employee is deemed Disabled, his date of termination will be the end of any period prescribed under the long-term disability plan for determining eligibility for long term disability benefits and any termination occurring before that date will not be a termination for Disability. Also, any adjustment to the Employee’s compensation, job duties or other circumstances of employment during the period his Disability is being established will not constitute a basis for “Good Reason” under paragraph 4(c).

          (b) Cause . The term “Cause” shall mean one or more of the following acts of the Employee:

          (i) any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion by the Employee of the assets or business opportunities of the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any entity related through common ownership (as determined under Sections 414 and 1563 of the Code) to the Change Entity (“Related Entity”);

          (ii) conviction of the Employee of (or plea by the Employee 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 Employee of the Employer’s written policies or procedures;

          (iii) disclosure, other than through mere inadvertance, to unauthorized persons of any Confidential Information (as defined below);

          (iv) intentional breach of any contract with or violation of any legal obligation owed to the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity;

          (v) dishonesty relating to the duties owed by the Employee to the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity;

          (vi) the Employee’s (x) 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, or attributable to an event that constitutes Good Reason, as defined in paragraph (c)), (y) willful engagement in gross misconduct materially and demonstrably injurious to the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity or (z) breach of any term of this Agreement; or

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

     However, Cause will not arise solely because the Employee is absent from active employment during periods of vacation, consistent with the Employer’s applicable vacation policy, 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 Employee and approved by the Employer.

     The term “Confidential Information” shall mean any and all information (other than information in the public domain) related to the Company’s, any Subsidiary’s, the Change Entity’s or any Related Entity’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.

          (c) Good Reason . The term “Good Reason” shall mean any of the following to which the Employee has not specifically consented in writing:

          (i) at any time during the Protection Period, any breach of this Agreement (including breach of the commitments undertaken under paragraph 9(d) of any nature whatsoever) by or on behalf of the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity;

          (ii) at any time during the Protection Period, a reduction in the Employee’s title, duties, responsibilities or status, as compared to either (y) the Employee’s title, duties, responsibilities or status immediately before the beginning of the Protection Period or (z) any enhanced or increased title, duties, responsibilities or status assigned to the Employee during the Protection Period;

          (iii) at any time during the Protection Period, the permanent assignment to the Employee of duties that are inconsistent with (y) the Employee’s office immediately before the beginning of the Protection Period or (z) any more senior office to which the Employee is promoted during the Protection Period;

          (iv) during any calendar year ending during the Protection Period (or any fractional calendar year ending within the Protection Period), a 15 percent (or larger) reduction (other than a reduction that is attributable to any termination for death, after reaching age 65 (but only if the Employee 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 termination by the Employee other than for Good Reason or for any period of temporary absence protected by law or initiated by the Employee and approved by the Employer) in the aggregate value of the highest of the Employee’s total compensation for the calendar year ending before the Date of Termination (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Employee controls, and fringe benefits but excluding compensation attributable to the exercise or liquidation of stock options) or, if higher, the Employee’s total compensation for the last calendar year ending before the beginning of the Protection Period (including base salary, cash bonus potential, the value of employee benefits, other than value associated solely with the performance of investments the Employee controls, and fringe benefits) but, in both cases, determined without regard to any amounts, paid or payable, under paragraphs 6, 7, 8 and 11;

          (v) at any time during the Protection Period, a requirement that the Employee relocate to a principal office or worksite (or accept indefinite assignment) to a location more than 50 miles distant from (y) the principal office or worksite to which the Employee was assigned immediately before the beginning of the Protection Period or (z) any location to which the Employee agreed, in writing, to be assigned after a Change in Control;

          (vi) at any time during the Protection Period, the imposition on the Employee of business travel obligations substantially greater than the Employee’s business travel obligations during the 12-consecutive-calendar-month period ending immediately before the beginning of the Protection Period but determined without regard to any special business travel obligations associated with activities relating to the Change in Control;

          (vii) at any time during the Protection Period, the Employer’s (u) 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 Employee is participating (or was eligible to participate)

immediately before the beginning of the Protection Period, (v) modification of any of the plans or programs just described that adversely affects the potential value of the Employee’s benefits under those plans (other than value associated solely with the performance of investments the Employee controls) or (w) failure to provide the Employee, after a Change in Control, with the same number of paid vacation days to which the Employee is or becomes entitled at or anytime during the Protection Period 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 Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity terminates or modifies any such program during the Protection Period 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 Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity replaces a plan or program with a successor plan or program of equal or equivalent value to the Employee;

          (viii) for the duration of any period of any absence from active employment that begins or continues at any time during the Protection Period, failure to provide or continue for the Employee any benefits (including disability benefits) available to employees who are absent from active employment (including because of disability) under programs maintained by the Company, the Change Entity or any Related Entity on the date the absence (including disability) begins;

          (ix) during the Protection Period, the Employee is unable to perform normally assigned duties because of a physical or mental condition and before his/her Disability is established under paragraph 4(a), the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity terminates the Employee before the end of the Disability determination period described in paragraph 4(a);

          (x) during the Protection Period, the Company or any Subsidiary before a Change in Control or, after a Change in Control, the Change Entity or any Related Entity unsuccessfully attempts to terminate the Employee for Cause, in which case the Effective Period will not end earlier than 60 days after the conclusion of the Employer’s unsuccessful attempt to terminate the Employee for Cause;

          (xi) during the Protection Period, the Employer attempts t