-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S98mz5/BE9uqujxj/DRV1gZcVU9np+4AUybp0ej7b7H2kFSYikxSuIYE1xY/J2cB +mZrt4knJosdxCFPIMEFtA== 0000950152-07-006346.txt : 20070803 0000950152-07-006346.hdr.sgml : 20070803 20070803100758 ACCESSION NUMBER: 0000950152-07-006346 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTMERIT CORP /OH/ CENTRAL INDEX KEY: 0000354869 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341339938 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10161 FILM NUMBER: 071022508 BUSINESS ADDRESS: STREET 1: 111 CASCADE PLAZA STREET 2: 7TH FLOOR CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 3309966300 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP / DATE OF NAME CHANGE: 19980116 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANCORPORATION OF OHIO /OH/ DATE OF NAME CHANGE: 19941219 10-Q 1 l27259ae10vq.htm FIRSTMERIT CORPORATION 10-Q FirstMerit Corporation 10-Q
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2007
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
COMMISSION FILE NUMBER 0-10161
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
     
OHIO
(State or other jurisdiction of
incorporation or organization)
  34-1339938
(IRS Employer Identification
Number)
III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO
44308-1103
(Address of principal executive offices)
(330) 996-6300
(Telephone Number)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ  NO o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ  Accelerated filer o  Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO þ
     As of July 31, 2007, 80,463,729 shares, without par value, were outstanding.
 
 

 


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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES
EX-3.1
EX-3.2
EX-31.1
EX-31.2
EX-32.1


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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                         
(In thousands)
(Unaudited, except December 31, 2006, which is derived from the
  June 30,     December 31,     June 30,  
audited financial statements)   2007     2006     2006  
 
                       
ASSETS
                       
Cash and due from banks
  $ 210,722     $ 200,204     $ 228,690  
Investment securities (at fair value) and federal funds sold
    2,442,906       2,407,888       2,461,086  
Loans held for sale
    50,456       95,272       49,207  
Loans:
                       
Commercial loans
    3,898,943       3,694,121       3,659,687  
Mortgage loans
    586,612       608,008       618,560  
Installment loans
    1,641,790       1,619,747       1,561,757  
Home equity loans
    712,021       731,473       763,585  
Credit card loans
    141,162       147,553       136,966  
Leases
    71,862       77,971       64,214  
 
                 
Total loans
    7,052,390       6,878,873       6,804,769  
Less allowance for loan losses
    (94,432 )     (91,342 )     (87,727 )
 
                 
Net loans
    6,957,958       6,787,531       6,717,042  
Premises and equipment, net
    118,294       122,954       119,233  
Goodwill
    139,245       139,245       139,245  
Intangible assets
    2,422       2,865       3,311  
Accrued interest receivable and other assets
    507,096       496,613       536,959  
 
                 
Total assets
  $ 10,429,099     $ 10,252,572     $ 10,254,773  
 
                 
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Deposits:
                       
Demand-non-interest bearing
  $ 1,424,892     $ 1,455,097     $ 1,466,628  
Demand-interest bearing
    755,931       799,571       842,354  
Savings and money market accounts
    2,262,828       2,267,686       2,261,557  
Certificates and other time deposits
    3,030,815       2,976,567       2,831,700  
 
                 
Total deposits
    7,474,466       7,498,921       7,402,239  
 
                 
Securities sold under agreements to repurchase
    1,302,175       1,261,821       1,156,346  
Wholesale borrowings
    578,659       464,227       658,720  
Accrued taxes, expenses, and other liabilities
    211,534       181,492       166,770  
 
                 
Total liabilities
    9,566,834       9,406,461       9,384,075  
 
                 
Commitments and contingencies Shareholders’ equity:
                       
Preferred stock, without par value:
                       
authorized and unissued 7,000,000 shares
                 
Preferred stock, Series A, without par value:
                       
designated 800,000 shares; none outstanding
                 
Convertible preferred stock, Series B, without par value:
                       
designated 220,000 shares; none outstanding
                 
Common stock, without par value:
authorized 300,000,000 shares; issued 92,026,350 at June 30, 2007, December 31, 2006 and June 30, 2006
    127,937       127,937       127,937  
Capital surplus
    100,700       106,916       105,397  
Accumulated other comprehensive loss
    (82,073 )     (79,508 )     (62,013 )
Retained earnings
    1,012,699       998,079       1,007,346  
Treasury stock, at cost, 11,548,911, 11,925,803 and 11,968,035 shares at June 30, 2007, December 31, 2006 and June 30, 2006, respectively
    (296,998 )     (307,313 )     (307,969 )
 
                 
Total shareholders’ equity
    862,265       846,111       870,698  
 
                 
Total liabilities and shareholders’ equity
  $ 10,429,099     $ 10,252,572     $ 10,254,773  
 
                 
The accompanying notes are an integral part of the consolidated financial statements.

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FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                 
(Unaudited)   Quarters ended     Six months ended  
(In thousands except per share data)   June 30,     June 30,  
    2007     2006     2007     2006  
Interest income:
                               
Interest and fees on loans, including held for sale
  $ 132,076     $ 123,450     $ 262,165     $ 241,190  
Interest and dividends on investment securities and federal funds sold
    27,383       24,820       54,229       50,152  
 
                       
Total interest income
    159,459       148,270       316,394       291,342  
 
                       
Interest expense:
                               
Interest on deposits:
                               
Demand-interest bearing
    1,876       2,583       3,795       4,945  
Savings and money market accounts
    13,992       12,079       27,998       22,827  
Certificates and other time deposits
    36,725       29,326       72,805       55,427  
Interest on securities sold under agreements to repurchase
    18,005       12,957       34,790       24,880  
Interest on wholesale borrowings
    4,636       5,595       10,775       11,560  
 
                       
Total interest expense
    75,234       62,540       150,163       119,639  
 
                       
Net interest income
    84,225       85,730       166,231       171,703  
Provision for loan losses
    9,967       13,159       14,177       19,265  
 
                       
Net interest income after provision for loan losses
    74,258       72,571       152,054       152,438  
 
                       
Other income:
                               
Trust department income
    6,096       5,744       11,692       11,138  
Service charges on deposits
    17,055       18,010       33,304       34,076  
Credit card fees
    11,712       11,478       22,811       22,149  
ATM and other service fees
    3,189       3,273       6,260       6,381  
Bank owned life insurance income
    3,290       5,310       6,458       8,296  
Investment services and insurance
    2,660       2,581       5,113       5,178  
Investment securities gains, net
    1       4       1       20  
Loan sales and servicing income
    1,911       2,833       7,349       4,278  
Other operating income
    3,016       2,845       4,818       5,959  
 
                       
Total other income
    48,930       52,078       97,806       97,475  
 
                       
Other expenses:
                               
Salaries, wages, pension and employee benefits
    43,538       46,721       86,038       89,752  
Net occupancy expense
    6,521       6,120       13,207       12,669  
Equipment expense
    2,851       2,914       5,935       5,872  
Stationery, supplies and postage
    2,252       2,403       4,585       4,856  
Bankcard, loan processing and other costs
    7,607       7,417       15,077       13,244  
Professional services
    4,525       3,738       9,354       6,501  
Amortization of intangibles
    222       222       445       445  
Other operating expense
    13,859       15,683       28,260       33,778  
 
                       
Total other expenses
    81,375       85,218       162,901       167,117  
 
                       
Income before federal income tax expense
    41,813       39,431       86,959       82,796  
Federal income tax expense
    11,928       11,770       25,653       25,171  
 
                       
Net income
  $ 29,885     $ 27,661     $ 61,306     $ 57,625  
 
                       
 
Other comprehensive income (loss), net of taxes
                               
Unrealized securities’ holding gain (loss), net of taxes
  $ (13,051 )   $ (8,652 )   $ (4,938 )   $ (18,400 )
Unrealized hedging gain (loss), net of taxes
    561       37       628       (750 )
Minimum pension liability adjustment, net of taxes
    1,746             1,746        
Less: reclassification adjustment for securities’ gains losses realized in net income, net of taxes
    1       3       1       13  
 
                       
Total other comprehensive income (loss), net of taxes
    (10,745 )     (8,618 )     (2,565 )     (19,163 )
 
                       
Comprehensive income
  $ 19,140     $ 19,043     $ 58,741     $ 38,462  
 
                       
Net income applicable to common shares
  $ 29,885     $ 27,661     $ 61,306     $ 57,625  
 
                       
Net income used in diluted EPS calculation
  $ 29,889     $ 27,666     $ 61,314     $ 57,635  
 
                       
Weighted average number of common shares outstanding — basic
    80,426       79,983       80,270       80,177  
 
                       
Weighted average number of common shares outstanding — diluted
    80,570       80,203       80,433       80,420  
 
                       
Basic earnings per share
  $ 0.37     $ 0.35     $ 0.76     $ 0.72  
 
                       
Diluted earnings per share
  $ 0.37     $ 0.35     $ 0.76     $ 0.72  
 
                       
Dividend per share
  $ 0.29     $ 0.28     $ 0.58     $ 0.56  
 
                       
The accompanying notes are an integral part of the consolidated financial statements.

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FIRSTMERIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    Six months ended June 30,  
(Unaudited)   2007     2006  
(In thousands)
               
 
               
Operating Activities
               
Net income
  $ 61,306     $ 57,625  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    14,177       19,265  
Provision for depreciation and amortization
    7,668       7,251  
Amortization of investment securities premiums, net
    265       1,464  
Accretion of income for lease financing
    (2,213 )     (1,941 )
Gains on sales and calls of investment securities, net
    (1 )     (20 )
Decrease in interest receivable
    664       1,912  
Increase in interest payable
    2,661       7,620  
Increase in prepaid assets
    (5,676 )     (4,337 )
Increase in bank owned life insurance
    (5,294 )     (4,278 )
Originations of loans held for sale
    (120,360 )     (167,936 )
Proceeds from sales of loans, primarily mortgage loans sold in the secondary mortgage markets
    114,297       161,653  
(Gains) losses on sales of loans, net
    231       (358 )
Amortization of intangible assets
    445       445  
Other changes
    12,264       (1,885 )
 
           
NET CASH PROVIDED BY OPERATING ACTIVITIES
    80,434       76,480  
Investing Activities
               
Dispositions of investment securities:
               
Available-for-sale — sales
    2        
Available-for-sale — maturities
    350,431       255,007  
Purchases of available-for-sale investment securities
    (349,586 )     (174,370 )
Net increase in federal funds sold
    (16,000 )     (25,000 )
Net increase in loans and leases, excluding sales
    (138,137 )     (170,541 )
Purchases of premises and equipment
    (3,322 )     (8,017 )
Sales of premises and equipment
    314       1,953  
 
           
NET CASH USED IN INVESTING ACTIVITIES
    (156,298 )     (120,968 )
Financing Activities
               
Net decrease in demand accounts
    (73,845 )     (44,997 )
Net decrease in savings and money market accounts
    (4,858 )     (42,620 )
Net increase in certificates and other time deposits
    54,248       256,206  
Net increase (decrease) in securities sold under agreements to repurchase
    40,354       (269,691 )
Net increase in wholesale borrowings
    114,432       257,616  
Cash dividends — common
    (46,686 )     (44,766 )
Purchase of treasury shares
    (231 )     (65,430 )
Proceeds from exercise of stock options, conversion of debentures or conversion of preferred stock
    2,968       907  
 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES
    86,382       47,225  
 
           
Increase in cash and cash equivalents
    10,518       2,737  
Cash and cash equivalents at beginning of period
    200,204       225,953  
 
           
Cash and cash equivalents at end of period
  $ 210,722     $ 228,690  
 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
Cash paid during the period for:
               
Interest, net of amounts capitalized
  $ 83,955     $ 69,702  
 
           
Federal income taxes
  $ 17,703     $ 25,150  
 
           
The accompanying notes are an integral part of the consolidated financial statements.

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FirstMerit Corporation and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2007 (Unaudited) (Dollars in thousands except per share data)
1. Company Organization and Financial Presentation — FirstMerit Corporation (“Corporation”) is a bank holding company whose principal asset is the common stock of its wholly-owned subsidiary, FirstMerit Bank, N. A. The Corporation’s other subsidiaries include Citizens Savings Corporation of Stark County, FirstMerit Capital Trust I, FirstMerit Community Development Corporation, FMT, Inc., SF Development Corp and Realty Facility Holdings XV, L.L.C.
     The consolidated balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date. The accompanying unaudited interim financial statements reflect all adjustments (consisting only of normally recurring accruals) that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the rules of the Securities and Exchange Commission (“SEC”). The consolidated financial statements of the Corporation as of June 30, 2007 and 2006 are not necessarily indicative of the results that may be achieved for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2006.
     Certain previously reported amounts have been reclassified to conform to the current reporting presentation.
2. Recent Accounting Pronouncements —During February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Standards (“SFAS”) No. 156 “Accounting for Servicing of Financial Assets,” which amends SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value. Should a company not elect to use the fair value method for subsequent measurement, the company would continue to use the amortization method previously required by SFAS No. 140, under which the servicing asset or servicing liability is amortized and periodically evaluated for impairment. SFAS No. 156 permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. Management has not elected to use the fair value method for subsequent measurement.
     During February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” which amends SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 155”). This statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It also clarifies which interest-only strips and

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principal-only strips are not subject to the requirements of SFAS No. 133 and establishes a requirement to evaluate interests in securitized financial assets to identify interests that contain an embedded derivative requiring bifurcation. SFAS 155 was effective for all financial instruments acquired or issued after January 1, 2007. The adoption of SFAS 155 did not have a material impact on the Corporation’s consolidated financial condition or results of operations.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS 159”) which permits companies to elect to measure certain eligible items at fair value. Subsequent unrealized gains and losses on those items will be reported in earnings. Upfront costs and fees related to those items will be reported in earnings as incurred and not deferred.
     SFAS 159 is effective for fiscal years beginning after November 15, 2007. If a company elects to apply the provision of SFAS 159 to eligible items existing at that date, the effect of the remeasurement to fair value will be reported as a cumulative effect adjustment to the opening balance of retained earnings. Retrospective application will not be permitted. The Corporation is currently assessing whether it will elect to use the fair value option for any of its eligible items.
     On July 13, 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes (“FIN 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a material impact on the Corporation’s consolidated financial condition or results of operations.
     During September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). This standard establishes a standard definition for fair value, establishes a framework under generally accepted accounting principles for measuring fair value and expands disclosure requirements for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Corporation is currently assessing the impact of adopting SFAS 157.

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3. Investment Securities — All investment securities of the Corporation are classified as available-for-sale. The available-for-sale classification provides the Corporation with more flexibility to respond, through the portfolio, to changes in market interest rates, or to increases in loan demand or deposit withdrawals.
     The components of investment securities are as follows:
                                 
    June 30, 2007  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
                               
Available for sale:
                               
U.S. Government agency obligations
  $ 688,323     $ 1     $ (12,970 )   $ 675,354  
Obligations of state and political subdivisions
    257,462       582       (4,237 )     253,807  
Mortgage-backed securities
    1,303,488       539       (40,312 )     1,263,715  
Other securities
    232,382       3,437       (1,789 )     234,030  
 
                       
 
  $ 2,481,655     $ 4,559     $ (59,308 )   $ 2,426,906  
 
                       
                 
    Book Value     Fair Value  
 
               
Due in one year or less
  $ 260,413     $ 258,678  
Due after one year through five years
    1,518,903       1,474,200  
Due after five years through ten years
    426,532       419,522  
Due after ten years
    275,807       274,506  
 
           
 
  $ 2,481,655     $ 2,426,906  
 
           
                                 
    December 31, 2006  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
                               
Available for sale:
                               
U.S. Government agency obligations
  $ 846,517     $ 72     $ (14,670 )   $ 831,919  
Obligations of state and political subdivisions
    195,054       1,872       (128 )     196,798  
Mortgage-backed securities
    1,164,205       625       (36,778 )     1,128,052  
Other securities
    249,261       3,282       (1,424 )     251,119  
 
                       
 
  $ 2,455,037     $ 5,851     $ (53,000 )   $ 2,407,888  
 
                       
                 
    Amortized Cost     Fair Value  
 
               
Due in one year or less
  $ 376,918     $ 373,502  
Due after one year through five years
    1,580,074       1,534,847  
Due after five years through ten years
    274,173       271,978  
Due after ten years
    223,872       227,561  
 
           
 
  $ 2,455,037     $ 2,407,888  
 
           

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    June 30, 2006  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
                               
Available for sale:
                               
U.S. Government agency obligations
  $ 959,392     $     $ (26,827 )   $ 932,565  
Obligations of state and political subdivisions
    103,376       780       (514 )     103,642  
Mortgage-backed securities
    1,213,682       153       (61,615 )     1,152,220  
Other securities
    247,375       2,752       (2,468 )     247,659  
 
                       
 
  $ 2,523,825     $ 3,685     $ (91,424 )   $ 2,436,086  
 
                       
                 
    Book Value     Fair Value  
 
               
Due in one year or less
  $ 352,238     $ 347,932  
Due after one year through five years
    1,967,860       1,885,006  
Due after five years through ten years
    73,518       71,832  
Due after ten years
    130,209       131,316  
 
           
 
  $ 2,523,825     $ 2,436,086  
 
           
     Expected maturities will differ from contractual maturities based on the issuers’ rights to call or prepay obligations with or without call or prepayment penalties. Securities with remaining maturities over five years consist of mortgage and asset backed securities.
     The carrying amount of investment securities pledged to secure trust and public deposits and for purposes required or permitted by law amounted to approximately $1.9 billion at June 30, 2007, $1.8 billion at December 31, 2006 and $1.8 billion at June 30, 2006.
     At June 30, 2007, December 31, 2006 and June 30, 2006, the Corporation’s investment in Federal Reserve Bank (“FRB”) common stock was $8.7 million, $8.7 million and $8.6 million, respectively. At June 30, 2007, December 31, 2006 and June 30, 2006, the Corporation’s investment in Federal Home Loan Bank (“FHLB”) stock amounted to $114.5 million, $114.5 million and $111.2 million, respectively and is included in other securities in the preceding table. FRB and FHLB stock are classified as a restricted investment, carried at cost, and their value is determined by the ultimate recoverability of par value.
     The following tables show the unrealized losses that have not been recognized as other-than-temporary in accordance with FASB Staff Position (“FSP”) No. FAS 115-1. Management believes that due to the credit-worthiness of the issuers and the fact that the Corporation has the intent and the ability to hold the securities for the period necessary to recover the cost of the securities, the decline in the fair values is temporary in nature.

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    At June 30, 2007  
    Less than 12 months     12 months or longer     Total  
            Unrealized             Unrealized             Unrealized  
Description of Securities   Fair Value     Losses     Fair Value     Losses     Fair Value     Losses  
 
                                               
U.S. Government agency obligations
  $ 116,007     $ (1,544 )   $ 547,974     $ (11,426 )   $ 663,981     $ (12,970 )
Obligations of states and political subdivisions
    184,245       (4,176 )     1,693       (61 )     185,938       (4,237 )
Mortgage-backed securities
    271,790       (4,523 )     905,440       (35,789 )     1,177,230       (40,312 )
Other securities
    18,127       (353 )     48,405       (1,436 )     66,532       (1,789 )
 
                                   
Total temporarily impaired securities
  $ 590,169     $ (10,596 )   $ 1,503,512     $ (48,712 )   $ 2,093,681     $ (59,308 )
 
                                   
                                                 
    At December 31, 2006  
    Less than 12 months     12 months or longer     Total  
            Unrealized             Unrealized             Unrealized  
Description of Securities   Fair Value     Losses     Fair Value     Losses     Fair Value     Losses  
 
                                               
U.S. Government agency obligations
  $ 69,934     $ (66 )   $ 711,861     $ (14,603 )   $ 781,795     $ (14,669 )
Obligations of states and political subdivisions
    30,926       (96 )     1,722       (32 )     32,648       (128 )
Mortgage-backed securities
    43,585       (12 )     1,015,354       (36,767 )     1,058,939       (36,779 )
Other securities
    9,790       (9 )     59,918       (1,415 )     69,708       (1,424 )
 
                                   
Total temporarily impaired securities
  $ 154,235     $ (183 )   $ 1,788,855     $ (52,817 )   $ 1,943,090     $ (53,000 )
 
                                   
                                                 
    At June 30, 2006  
    Less than 12 months     12 months or longer     Total  
            Unrealized             Unrealized             Unrealized  
Description of Securities   Fair Value     Losses     Fair Value     Losses     Fair Value     Losses  
 
                                               
U.S. Government agency obligations
  $ 141,141     $ (738 )   $ 761,424     $ (26,089 )   $ 902,565     $ (26,827 )
Obligations of states and political subdivisions
    30,268       (426 )     2,261       (88 )     32,529       (514 )
Mortgage-backed securities
    96,579       (2,495 )     1,024,252       (59,120 )     1,120,831       (61,615 )
Other securities
    40,210       (1,718 )     38,809       (750 )     79,019       (2,468 )
 
                                   
Total temporarily impaired securities
  $ 308,198     $ (5,377 )   $ 1,826,746     $ (86,047 )   $ 2,134,944     $ (91,424 )
 
                                   
4. Allowance for loan losses (“ALL”) — The Corporation’s Credit Policy Division manages credit risk by establishing common credit policies for its subsidiary bank, participating in approval of its loans, conducting reviews of loan portfolios, providing centralized consumer underwriting, collections and loan operation services, and overseeing loan workouts. The Corporation’s objective is to minimize losses from its commercial lending activities and to maintain consumer losses at acceptable levels that are stable and consistent with growth and profitability objectives.
     The activity within the ALL for the three months ended June 30, 2007 and 2006 and the full year ended December 31, 2006 is shown in the following table:

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                    Six     Six        
    Quarter     Quarter     months     months        
    ended     ended     ended     ended     Year Ended  
    June 30,     June 30,     June 30,     June 30,     December 31,  
    2007     2006     2007     2006     2006  
Allowance for loan losses-beginning of period
  $ 92,045     $ 87,589     $ 91,342     $ 90,661     $ 90,661  
Loans charged off:
                                       
Commercial
    1,212       10,086       1,660       16,152       32,628  
Mortgage
    1,568       325       2,558       698       1,670  
Installment
    4,321       4,524       9,067       10,554       20,682  
Home equity
    1,478       1,146       2,298       1,766       3,847  
Credit cards
    2,025       1,951       4,424       3,725       8,294  
Leases
    5       6       26       57       3,607  
 
                             
Total charge-offs
    10,609       18,038       20,033       32,952       70,728  
 
                             
Recoveries:
                                       
Commercial
    11       945       2,889       2,382       3,734  
Mortgage
          30       8       86       142  
Installment
    2,092       2,965       4,206       6,111       10,340  
Home equity
    307       307       564       685       1,293  
Credit cards
    474       585       948       1,034       2,123  
Manufactured housing
    96       84       170       185       451  
Leases
    49       101       161       270       303  
 
                             
Total recoveries
    3,029       5,017       8,946       10,753       18,386  
 
                             
 
Net charge-offs
    7,580       13,021       11,087       22,199       52,342  
Allowance related to loans held for sale
                            (23,089 )
Provision for loan losses
    9,967       13,159       14,177       19,265       76,112  
 
                             
Allowance for loan losses-end of period
  $ 94,432     $ 87,727     $ 94,432     $ 87,727     $ 91,342  
 
                             
     Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses) in the 2006 Form 10-K, more fully describe the components of the allowance for loan loss model.

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5. Goodwill and Intangible Assets — The following table summarizes goodwill and intangible assets:
                                                                                 
    At June 30, 2007     At December 31, 2006     At June 30, 2006  
    Gross     Accumulated     Net     Gross     Accumulated     Net     Gross     Accumulated     Net  
    Amount     Amortization     Amount     Amount     Amortization     Amount     Amount     Amortization     Amount  
 
                                                                       
Amortizable intangible assets:
                                                                       
 
                                                                       
Deposit base intangible assets
  $ 10,137       7,715     $ 2,422     $ 10,137       7,272     $ 2,865     $ 10,137       6,826     $ 3,311  
 
                                                     
 
                                                                       
Unamortizable intangible assets:
                                                                       
 
                                                                       
Goodwill
  $ 139,245             $ 139,245     $ 139,245             $ 139,245     $ 139,245             $ 139,245  
 
                                                           
     Amortization expense for intangible assets was $0.22 million for both quarters ended June 30, 2007 and 2006. The following table shows the estimated future amortization expense for deposit base intangible assets based on existing asset balances at June 30, 2007:
For the years ended:
         
December 31, 2007
  $ 889  
December 31, 2008
    573  
December 31, 2009
    347  
December 31, 2010
    347  
December 31, 2011 and beyond
    266  
 
     
 
  $ 2,422  
 
     
     During the fourth quarter of 2006, the Corporation conducted its annual impairment testing as required by SFAS No. 142 “Goodwill and Other Intangible Assets,” and concluded that goodwill was not impaired.

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6. Earnings per share — The reconciliation between basic and diluted earnings per share (“EPS”) is calculated using the treasury stock method and presented as follows:
                                 
                    Six     Six  
    Quarter ended     Quarter ended     months ended     months ended  
    June 30,     June 30,     June 30,     June 30,  
    2007     2006     2007     2006  
BASIC EPS:
                               
Net income applicable to common shares
  $ 29,885     $ 27,661     $ 61,306     $ 57,625  
 
                       
 
                               
Average common shares outstanding
    80,426       79,983       80,270       80,177  
 
                       
 
                               
Net income per share — basic
  $ 0.37     $ 0.35     $ 0.76     $ 0.72  
 
                       
 
                               
DILUTED EPS:
                               
 
                               
Net income available to common shares
  $ 29,885     $ 27,661     $ 61,306     $ 57,625  
Add: interest expense on convertible bonds
    4       5       8       10  
 
                       
 
  $ 29,889     $ 27,666     $ 61,314     $ 57,635  
 
                       
Avg common shares outstanding
    80,426       79,983       80,270       80,177  
Add: Equivalents from stock options and restricted stock
    99       170       118       193  
Add: Equivalents-convertible bonds
    44       50       45       50  
 
                       
Average common shares and equivalents outstanding
    80,569       80,203       80,433       80,420  
 
                       
 
                               
Net income per common share — diluted
  $ 0.37     $ 0.35     $ 0.76     $ 0.72  
 
                       
     For the quarters ended June 30, 2007 and 2006, options to purchase 6.5 million and 6.7 million shares, respectively, were outstanding, but not included in the computation of diluted earnings per share because they were antidilutive.
     On January 20, 2006 the Corporation entered into an accelerated share repurchase arrangement with Goldman, Sachs & Co. to repurchase 2.5 million common shares. The initial price paid per common share was $25.97. The repurchased common shares were subject to a volume weighted average share price during the repurchase period that ended on March 29, 2006. The 103,728 shares received by the Corporation as a purchase price adjustment at settlement, as well as the repurchased common shares, were reflected in treasury stock on the consolidated balance sheet to be used solely to satisfy the obligations of the Corporation under its various employee stock option, thrift savings, purchase programs or other corporate purposes.

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7. Segment Information — Management monitors the Corporation’s results by an internal performance measurement system, which provides lines of business results and key performance measures. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the businesses. The development and application of these methodologies is a dynamic process. Accordingly, these measurement tools and assumptions may be revised periodically to reflect methodological, product, and/or management organizational changes. Further, these tools measure financial results that support the strategic objectives and internal organizational structure of the Corporation. Consequently, the information presented is not necessarily comparable with similar information for other financial institutions.
     A description of each business, selected financial performance, and the methodologies used to measure financial performance are presented below.
  Commercial — The commercial line of business provides a full range of lending, depository, and related financial services to middle-market corporate, industrial, financial, small business, government and leasing clients. Commercial also includes the personal business of commercial loan clients as well as the “micro business” lines. Products and services offered include commercial loans such as term loans, revolving credit arrangements, inventory and accounts receivable financing, commercial mortgages, real estate construction lending and letters of credit.
 
  Retail — The retail line of business includes consumer lending and deposit gathering and residential mortgage loan origination and servicing. Retail offers a variety of retail financial products and services including direct and indirect installment loans, debit and credit cards, home equity loans and lines of credit, residential mortgage loans, deposit products, fixed and variable annuities and ATM network services. Deposit products include checking, savings, money market accounts and certificates of deposit.
 
  Wealth — The wealth line of business offers a broad array of asset management, private banking, financial planning, estate settlement and administration, credit and deposit products and services. Trust and investment services include personal trust and planning, investment management, estate settlement and administration services. Retirement plan services focus on investment management and fiduciary activities. Brokerage and insurance delivers retail mutual funds, other securities, variable and fixed annuities, personal disability and life insurance products and brokerage services. Private banking provides credit, deposit and asset management solutions for affluent clients.
 
  Other — The other line of business includes activities that are not directly attributable to one of the three principal lines of business. Included in the Other category are the parent company, eliminations companies, community development operations, the treasury group, which includes the securities portfolio, wholesale funding and asset liability management activities, and the economic impact of certain assets, capital and support function not specifically identifiable with the three primary lines of business.
     The accounting policies of the lines of businesses are the same as those of the Corporation described in Note 1 (Summary of Significant Accounting Policies) to the 2006 Form 10-K. Funds transfer pricing is used in the determination of net interest income by assigning a cost for funds used or credit for funds provided to assets and liabilities within each business unit.

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Assets and liabilities are match-funded based on their maturity, prepayment and/or repricing characteristics. As a result the three primary lines of business are generally insulated from changes in interest rates. Changes in net interest income due to changes in rates are reported in Other by the treasury group. Capital has been allocated on an economic risk basis. Loans and lines of credit have been allocated capital based upon their respective credit risk. Asset management holdings in the Wealth segment have been allocated capital based upon their respective market risk related to assets under management. Normal business operating risk has been allocated to each line of business by the level of noninterest expense. Mismatch between asset and liability cash flow as well as interest rate risk for MSR and the origination business franchise value have been allocated capital based upon their respective asset/liability management risk. The provision for loan losses is allocated based upon the actual net charge-offs of each respective line of business, adjusted for loan growth and changes in risk profile. Noninterest income and expenses directly attributable to a line of business are assigned to that line of business. Expenses for centrally provided services are allocated to the business line by various activity based cost formulas.
     Prior to 2007, the Corporation managed its operations through the major line of business “Supercommunity Banking.” To improve revenue growth and profitability as well as enhance our relationships with customers, Management has moved to a line of business model during the first quarter of 2007. Accordingly, prior period information has been reclassified to reflect this change.
     The Corporation’s business is conducted solely in the United States of America. The following tables present a summary of financial results as of and for the quarter and six-month periods ended June 30, 2007 and 2006 and the full year ended December 31, 2006:
                                                                                 
                                                                    FirstMerit
    Commercial   Retail   Wealth   Other   Consolidated
June 30, 2007   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD
OPERATIONS:
                                                                               
Net interest income
  $ 38,093     $ 74,693     $ 48,348     $ 96,243     $ 4,462     $ 8,935     $ (6,678 )   $ (13,640 )   $ 84,225     $ 166,231  
Provision for loan losses
    339       5,195       7,213       9,037       1,103       1,751       1,312       (1,806 )     9,967       14,177  
Other income
    9,027       22,382       26,728       51,401       9,021       17,507       4,154       6,516       48,930       97,806  
Other expenses
    19,860       40,783       46,143       95,210       9,068       18,065       6,304       8,843       81,375       162,901  
Net income
    18,427       34,141       14,090       28,153       2,152       4,306       (4,784 )     (5,294 )     29,885       61,306  
AVERAGES :
                                                                               
Assets
  $ 3,744,584     $ 3,724,129     $ 3,002,953     $ 3,009,817     $ 344,442     $ 344,117     $ 3,227,475     $ 3,223,214     $ 10,319,454     $ 10,301,277  
Loans
    3,775,949       3,733,418       2,847,434       2,853,051       343,417       343,242       35,950       31,388       7,002,750       6,961,099  
Earnings assets
    3,802,735       3,781,655       2,896,433       2,902,278       343,414       343,373       2,443,237       2,434,620       9,485,819       9,461,926  
Deposits
    1,912,058       1,893,484       4,813,926       4,785,559       442,597       437,574       346,624       382,061       7,515,205       7,498,678  
Economic Capital
    246,948       248,180       191,141       193,463       48,307       47,822       385,158       373,716       871,554       863,181  
                                         
                                    FirstMerit
Full Year   Commercial   Retail   Wealth   Other   Consolidated
December 31, 2006   YTD   YTD   YTD   YTD   YTD
 
                                       
OPERATIONS:
                                       
Net interest income
  $ 148,502     $ 202,292     $ 18,192     $ (28,613 )   $ 340,373  
Provision for loan losses
    50,545       19,265       2,142       4,160       76,112  
Other income
    37,350       109,383       33,502       14,913       195,148  
Other expenses
    76,246       196,204       35,915       19,722       328,087  
Net income
    38,389       62,534       8,864       (14,841 )     94,946  
AVERAGES:
                                       
Assets
  $ 3,543,088     $ 3,019,254     $ 337,528     $ 3,230,145     $ 10,130,015  
Loans
    3,565,105       2,859,247       335,169       38,817       6,798,338  
Earnings assets
    3,597,040       2,910,712       335,180       2,418,360       9,261,292  
Deposits
    2,022,510       4,702,580       389,937       269,119       7,384,146  
Economic Capital
    250,011       216,268       47,838       375,812       889,929  

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                                                                    FirstMerit
    Commercial   Retail   Wealth   Other   Consolidated
June 30, 2006   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD   2nd Qtr   YTD
 
                                                                               
OPERATIONS:
                                                                               
Net interest income
  $ 36,872     $ 72,941     $ 51,080     $ 101,644     $ 4,571     $ 8,956     $ (6,793 )   $ (11,838 )   $ 85,730     $ 171,703  
Provision for loan losses
    9,523       15,156       1,841       3,284       760       621       1,035       204       13,159       19,265  
Other income
    10,375       18,937       28,144       53,341       8,604       16,834       4,955       8,363       52,078       97,475  
Other expenses
    20,391       40,054       52,384       103,076       9,225       18,158       3,218       5,829       85,218       167,117  
Net income
    11,266       23,834       16,249       31,606       2,074       4,557       (1,928 )     (2,372 )     27,661       57,625  
AVERAGE:
                                                                               
Assets
  $ 3,516,198     $ 3,481,952     $ 2,994,491     $ 2,999,044     $ 329,646     $ 333,147     $ 3,211,288     $ 3,262,977     $ 10,051,623     $ 10,077,120  
Loans
    3,537,962       3,504,411       2,834,882       2,839,980       328,966       329,310       28,721       40,521       6,730,531       6,714,222  
Earnings assets
    3,570,283       3,536,845       2,889,577       2,893,778       328,966       329,326       2,385,182       2,449,797       9,174,008       9,209,746  
Deposits
    2,082,448       2,076,687       4,739,758       4,719,529       386,297       372,377       217,526       201,364       7,426,029       7,369,957  
Economic Capital
    249,933       245,704       218,405       215,692       48,429       48,527       353,467       369,675       870,234       879,598  
8. Accounting for Derivatives — The Corporation follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 149, in accounting for its derivative activities.
     At June 30, 2007 the Corporation had various interest rate swaps in place that were accounted for as fair value hedges under SFAS No. 133 since their purpose is to “swap” fixed interest rate liabilities and assets to a variable interest rate basis. Substantially all of the interest rate swaps are associated with the Corporation’s fixed-rate commercial loan swap program that was initiated during the first quarter of 2003 and the remaining interest rate swaps convert the fixed interest rate of commercial real estate construction loans and the fixed interest rate of manditorily redeemable preferred securities to a variable interest rate basis. All of the interest rate swaps associated with the fixed-rate commercial loan swap program qualify for the “shortcut method of accounting” as prescribed in SFAS No. 133. The shortcut method of accounting requires that the hedge and the hedged item meet certain qualifying criteria. If the swap qualifies for the shortcut method of accounting, no hedge ineffectiveness can be assumed, and the need to test for ongoing effectiveness is eliminated. For hedges that qualify for the shortcut method of accounting, the fair value of the swap and the fair value of the hedged item are recorded on the balance sheets. The remaining hedges do not meet all the criteria necessary to be considered for the shortcut method of accounting. Therefore, the long-haul method of accounting is utilized. The long-haul method of accounting requires periodic testing of hedge effectiveness with the portion of the hedge deemed to be ineffective reported in other operating expense.
     During the first quarter of 2007, the Corporation entered into forward swap agreements which, in effect, fixed the borrowing costs of certain variable rate liabilities in the future. These transactions do not qualify for the short-cut method of accounting under SFAS No. 133, as previously discussed. The Corporation classifies these transactions as cash flow hedges, with any hedge ineffectiveness being reported in other operating expense. It is anticipated that the hedges will prove to be effective. A correlation analysis performed at quarter-end verified that the hedges were effective.
     Additionally, in the normal course of business, the Corporation sells originated mortgage loans into the secondary mortgage loan markets. The Corporation maintains a risk management program to protect and manage interest-rate risk and pricing associated with its mortgage commitment pipeline. The Corporation’s mortgage commitment pipeline included interest-rate lock commitments (“IRLCs”) that have been extended to borrowers who have applied for loan

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funding and met certain defined credit and underwriting standards. During the term of the IRLCs, the Corporation is exposed to interest-rate risk, in that the value of the IRLCs may change significantly before the loans close. To mitigate this interest-rate risk, the Corporation enters into various derivatives by selling loans forward to investors using forward commitments. In accordance with SFAS No. 133, the Corporation classifies and accounts for IRLCs as nondesignated derivatives that are recorded at fair value with changes in value recorded to current earnings. The forward sale commitments used to manage the risk on the IRLCs are also classified and accounted for as nondesignated derivatives and, therefore, recorded at fair value with changes recorded to current earnings. During 2003, the Corporation implemented a SFAS No. 133 hedging program for its mortgage loan warehouse to gain protection for the changes in fair value of the mortgage loan warehouse and the forward commitments. As such, both the mortgage loan warehouse and the forward commitments are accounted for utilizing the long-haul method of accounting and any hedge ineffectiveness is reported in other operating expense.
9. Benefit Plans — The Corporation sponsors several qualified and nonqualified pension and other postretirement benefit plans for certain of its employees. The net periodic benefit cost is based on estimated values provided by outside actuaries. The components of net periodic benefit cost are as follows:
                                 
    Pension Benefits  
                    Six     Six  
    Quarter ended     Quarter ended     months ended     months ended  
    June 30,     June 30,     June 30,     June 30,  
    2007     2006     2007     2006  
Components of Net Periodic Pension Cost
                               
Service Cost
  $ 1,866     $ 1,771     $ 3,733     $ 3,542  
Interest Cost
    2,414       2,282       4,828       4,564  
Expected return on assets
    (2,796 )     (2,837 )     (5,592 )     (5,674 )
Amortization of unrecognized prior service costs
    41       45       81       90  
Cumulative net loss
    1,337       1,480       2,673       2,960  
 
                       
Net periodic pension cost
  $ 2,862     $ 2,741     $ 5,723     $ 5,482  
 
                       
                                 
    Postretirement Benefits  
                    Six     Six  
    Quarter ended     Quarter ended     months ended     months ended  
    June 30,     June 30,     June 30,     June 30,  
    2007     2006     2007     2006  
Components of Net Periodic Postretirement Cost
                               
Service Cost
  $ 222     $ 187     $ 444     $ 374  
Interest Cost
    434       416       868       831  
Amortization of unrecognized prior service costs
    (135 )     (135 )     (271 )     (270 )
Cumulative net loss
    102       107       204       214  
 
                       
Net periodic postretirement cost
  $ 623     $ 575     $ 1,245     $ 1,149  
 
                       

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     The Corporation is not required and does not anticipate making a contribution to the defined benefit pension plan during 2007.
     On May 18, 2006 the Corporation’s Board of Directors approved freezing the current defined benefit pension plan for non-vested employees and closed it to new entrants after December 31, 2006. Participants vested in the current pension plan as of December 31, 2006 will remain participants in the existing pension plan. A new defined contribution plan was also approved for non-vested employees and new hires as of January 1, 2007. These plan amendments qualified as a curtailment of the defined benefit pension plan, the impact of which was a $1.4 million gain that was recognized by a direct reduction of the plan’s cumulative net loss with no impact on 2006 year end earnings. During the quarter and six months ended June 30, 2007, $0.3 million and $0.7 million, respectively was expensed relating to the new defined contribution plan.
10. Contingencies — The nature of the Corporation’s business results in a certain amount of litigation. Accordingly, the Corporation and its subsidiaries are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Management, after consultation with legal counsel, is of the opinion that the ultimate liability of such pending matters will not have a material effect on the Corporation’s financial condition and results of operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential
                                                                         
    Three months ended     Year ended     Three months ended  
    June 30, 2007     December 31, 2006     June 30, 2006  
FIRSTMERIT CORPORATION   Average             Average     Average             Average     Average             Average  
AND SUBSIDIARIES   Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
     
(Dollars in thousands)                                                      
ASSETS
                                                                       
Cash and due from banks
  $ 177,524                     $ 186,029                     $ 188,915                  
Investment securities and federal funds sold:
                                                                       
U.S. Treasury securities and U.S. Government agency obligations (taxable)
    1,936,833       20,359       4.22 %     2,050,736       81,207       3.96 %     2,054,338       20,102       3.92 %
Obligations of states and political subdivisions (tax exempt)
    256,153       3,883       6.08 %     114,548       7,390       6.45 %     88,144       1,490       6.78 %
Other securities and federal funds sold
    247,029       4,477       7.27 %     250,221       15,264       6.10 %     249,726       3,823       6.14 %
 
                                                           
 
                                                                       
Total investment securities federal funds sold
    2,440,015       28,719       4.72 %     2,415,505       103,861       4.30 %     2,392,208       25,415       4.26 %
 
                                                                       
Loans held for sale
    43,054       739       6.88 %     47,449       3,153       6.65 %     51,269       512       4.01 %
Loans
    7,002,750       131,369       7.52 %     6,798,338       499,746       7.35 %     6,730,531       122,990       7.33 %
 
                                                           
Total earning assets
    9,485,819       160,827       6.80 %     9,261,292       606,760       6.55 %     9,174,008       148,917       6.51 %
Allowance for loan losses
    (92,298 )                     (88,020 )                     (86,583 )                
Other assets
    748,409                       770,714                       775,283                  
 
                                                                 
Total assets
  $ 10,319,454                     $ 10,130,015                     $ 10,051,623                  
 
                                                                 
 
                                                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                                                       
Deposits:
                                                                       
Demand — non-interest bearing
  $ 1,408,827                 $ 1,434,539                 $ 1,455,229              
Demand — interest bearing
    763,907       1,876       0.99 %     818,735       9,217       1.13 %     865,563       2,583       1.20 %
Savings and money market accounts
    2,293,567       13,992       2.45 %     2,271,654       50,083       2.20 %     2,280,657       12,079       2.12 %
Certificates and other time deposits
    3,048,904       36,725       4.83 %     2,859,218       123,877       4.33 %     2,824,580       29,326       4.16 %
 
                                                           
Total deposits
    7,515,205       52,593       2.81 %     7,384,146       183,177       2.48 %     7,426,029       43,988       2.38 %
 
                                                                       
Securities sold under agreements to repurchase
    1,458,982       18,005       4.95 %     1,283,951       56,151       4.37 %     1,212,470       12,957       4.29 %
Wholesale borrowings
    280,914       4,636       6.62 %     404,723       24,140       5.96 %     371,309       5,595       6.04 %
 
                                                           
Total interest bearing liabilities
    7,846,274       75,234       3.85 %     7,638,281       263,468       3.45 %     7,554,579       62,540       3.32 %
 
                                                                       
Other liabilities
    192,799                       167,266                       171,581                  
 
                                                                       
Shareholders’ equity
    871,554                       889,929                       870,234                  
 
                                                                 
 
                                                                       
Total liabilities and shareholders’ equity
  $ 10,319,454                     $ 10,130,015                     $ 10,051,623                  
 
                                                                 
 
                                                                       
Net yield on earning assets
  $ 9,485,819       85,593       3.62 %   $ 9,261,292       343,292       3.71 %   $ 9,174,008       86,377       3.78 %
 
                                                     
 
                                                                       
Interest rate spread
                    2.95 %                     3.10 %                     3.19 %
 
                                                                 
Note:   Interest income on tax-exempt securities and loans has been adjusted to a fully-taxable equivalent basis. Nonaccrual loans have been included in the average balances.

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AVERAGE CONSOLIDATED BALANCE SHEETS (Unaudited)
Fully-tax Equivalent Interest Rates and Interest Differential
                                                                         
    Six months ended     Year ended     Six months ended  
    June 30, 2007     December 31, 2006     June 30, 2006  
FIRSTMERIT CORPORATION   Average             Average     Average             Average     Average             Average  
AND SUBSIDIARIES   Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
     
(Dollars in thousands)                                                      
 
                                                                       
ASSETS
                                                                       
Cash and due from banks
  $ 178,539                     $ 186,029                     $ 191,465                  
Investment securities and federal funds sold:
                                                                       
U.S. Treasury securities and U.S. Government agency obligations (taxable)
    1,946,216       40,583       4.21 %     2,050,736       81,207       3.96 %     2,107,527       40,951       3.92 %
Obligations of states and political subdivisions (tax exempt)
    239,361       7,267       6.12 %     114,548       7,390       6.45 %     89,376       3,018       6.81 %
Other securities and federal funds sold
    249,229       8,896       7.20 %     250,221       15,264       6.10 %     248,913       7,350       5.95 %
 
                                                           
 
                                                                       
Total investment securities and federal funds sold
    2,434,806       56,746       4.70 %     2,415,505       103,861       4.30 %     2,445,816       51,319       4.23 %
 
                                                                       
Loans held for sale
    66,021       1,501       4.58 %     47,449       3,153       6.65 %     49,708       1,597       6.48 %
Loans
    6,961,099       260,727       7.55 %     6,798,338       499,746       7.35 %     6,714,222       239,663       7.20 %
 
                                                           
Total earning assets
    9,461,926       318,974       6.80 %     9,261,292       606,760       6.55 %     9,209,746       292,579       6.41 %
 
                                                                       
Allowance for loan losses
    (91,780 )                     (88,020 )                     (88,396 )                
Other assets
    752,592                       770,714                       764,305                  
 
                                                                 
 
                                                                       
Total assets
  $ 10,301,277                     $ 10,130,015                     $ 10,077,120                  
 
                                                                 
 
                                                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                                                       
Deposits:
                                                                       
Demand — non-interest bearing
  $ 1,399,194                 $ 1,434,539                 $ 1,458,807              
Demand — interest bearing
    760,312       3,795       1.01 %     818,735       9,217       1.13 %     856,934       4,945       1.16 %
Savings and money market accounts
    2,289,083       27,998       2.47 %     2,271,654       50,083       2.20 %     2,286,727       22,827       2.01 %
Certificates and other time deposits
    3,050,089       72,805       4.81 %     2,859,218       123,877       4.33 %     2,767,489       55,427       4.04 %
 
                                                           
Total deposits
    7,498,678       104,598       2.81 %     7,384,146       183,177       2.48 %     7,369,957       83,199       2.28 %
 
                                                                       
Securities sold under agreements to repurchase
    1,406,264       34,790       4.99 %     1,283,951       56,151       4.37 %     1,253,596       24,880       4.00 %
Wholesale borrowings
    340,122       10,775       6.39 %     404,723       24,140       5.96 %     402,111       11,560       5.80 %
 
                                                           
Total interest bearing liabilities
    7,845,870       150,163       3.86 %     7,638,281       263,468       3.45 %     7,566,857       119,639       3.19 %
 
                                                                       
Other liabilities
    193,032                       167,266                       171,858                  
 
                                                                       
Shareholders’ equity
    863,181                       889,929                       879,598                  
 
                                                                 
Total liabilities and shareholders’ equity
  $ 10,301,277                     $ 10,130,015                     $ 10,077,120                  
 
                                                                 
 
                                                                       
Net yield on earning assets
  $ 9,461,926       168,811       3.60 %   $ 9,261,292       343,292       3.71 %   $ 9,209,746       172,940       3.79 %
 
                                                     
 
                                                                       
Interest rate spread
                    2.94 %                     3.10 %                     3.22 %
 
                                                                 
Note:   Interest income on tax-exempt securities and loans has been adjusted to a fully-taxable equivalent basis. Nonaccrual loans have been included in the average balances.

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SUMMARY
     FirstMerit Corporation reported second quarter 2007 net income of $29.9 million, or $0.37 per diluted share. This compares with $27.7 million, or $0.35 per diluted share, for the prior-year quarter. Returns on average common equity (“ROE”) and average assets (“ROA”) for the second quarter 2007 were 13.75% and 1.16%, respectively, compared with 12.75% and 1.10% for the prior-year quarter.
     For the first six months of 2007, the Company reported net income of $61.3 million, or $0.76 per diluted share, compared with $57.6 million, or $0.72 per diluted share. ROE and ROA were 14.32% and 1.20%, respectively, compared with 13.21% and 1.15% for the prior-year period.
     Net interest margin was 3.62% for the second quarter of 2007 compared with 3.58% for the first quarter of 2007 and 3.78% for the second quarter of 2006. The Company’s expanding net interest margin during the second quarter of 2007, compared with the first quarter of 2007, reflects increasing investment portfolio securities’ yields and declining funding costs. The decrease in net interest margin compared with the second quarter of 2006 reflected the shift in consumer preference for higher-costing term deposit products as well as increased deposit costs due to a higher interest rate environment.
     Net interest income on a fully tax-equivalent (“FTE”) basis was $85.6 million in the second quarter of 2007 compared with $83.2 million in the first quarter of 2007 and $86.4 million in the second quarter of 2006. The increase in FTE net interest income compared with the first quarter of 2007 reflected net interest margin expansion and modest average earning asset growth of $48.4 million, or 0.51%. The decrease in FTE net interest income compared with the second quarter of 2006 resulted from net interest margin contraction, partly offset by an increase in average earning assets of $311.8 million, or 3.40%.
     Average loans for the second quarter of 2007 increased $84.1 million, or 1.22%, compared with the first quarter of 2007. Average commercial loans grew $96.3 million, or 2.57%, during the period offsetting a $5.8 million, or 0.19%, decrease in the average consumer portfolio of loans and a $6.5 million, or 8.29%, decrease in average leases. Compared with the second quarter of 2006, average loans increased $272.2 million, or 4.04%, led by a $242.3 million, or 6.73%, increase in average commercial loans. Average investments for the second quarter of 2007 increased $10.5 million, or 0.43%, compared with the first quarter of 2007. Compared with the second quarter of 2006, average investments increased $47.8 million, or 2.00%. Average investments represent 23.64% of average assets for the second quarter of 2007, compared with 23.64% and 23.80% for the first quarter of 2007 and the second quarter of 2006, respectively.
     Average deposits in the second quarter of 2007 were $7.5 billion, an increase of $33.2 million, or 0.44%, compared with the first quarter of 2007. The growth came solely from increased transaction account categories, namely in demand-non-interest bearing deposits which rose $19.4 million, or 1.4%, resulting in an increased core deposit mix. The increased composition of core deposits contributed to lower funding costs and an expanded net interest margin for the quarter. Compared with the second quarter of 2006, average deposits increased

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$89.2 million, or 1.20%. Average certificates and other time deposits increased $224.3 million, or 7.94%, reflecting consumer preference for higher-yielding term deposits.
     Noninterest income net of securities transactions for the second quarter of 2007 was $48.9 million, compared with $48.9 million in the first quarter of 2007 which included net gains of $3.5 million from previously disclosed asset sales. Excluding loan sales and servicing income, which declined $3.5 million compared with the first quarter of 2007, all other fee income categories increased in the second quarter of 2007. The primary growth in fee income came from service charges on deposits, which increased $0.8 million, or 4.96%, compared with the first quarter of 2007 and credit card fees, which increased $0.6 million, or 5.52%.
     Compared with the second quarter of 2006, noninterest income decreased $3.1 million, or 6.04%. The year-over-year quarterly comparison is impacted by $3.3 million in noninterest income reported in the second quarter of 2006 and identified by the Corporation as related to one-time events reported in loan sales and servicing income and bank owned life insurance. Noninterest income, net of securities gains, as a percentage of net revenue for the first quarter of 2007 was 36.37% compared with 37.00% for the first quarter of 2007 and 37.61% for the second quarter of 2006. Net revenue is defined as net interest income, on a FTE basis, plus other income, less gains from securities sales.
     For the second quarter of 2007, noninterest expense was $81.4 million, a decrease of $0.2 million, or 0.19%, from the first quarter of 2007 and a decrease of $3.8 million, or 4.51%, from the second quarter of 2006.
     Net charge-offs totaled $7.6 million, or 0.43% of average portfolio loans, in the second quarter of 2007, $3.5 million, or 0.21% of average portfolio loans, in the first quarter of 2007 and $13.0 million, or 0.78% of average portfolio loans, in the second quarter of 2006.
     Nonperforming assets totaled $37.0 million at June 30, 2007, compared with $32.7 million on March 31, 2007 and $58.8 million on June 30, 2006. Nonperforming assets at June 30, 2007 represented 0.52% of period-end loans plus other real estate, compared with 0.47% at March 31, 2007 and 0.86% at June 30, 2006.
     The provision for loan losses was $10.0 million in the second quarter of 2007, compared with $4.2 million in the first quarter of 2007 and $13.2 million in the second quarter of 2006. The provision for loan losses exceeded net charge-offs by $2.4 million to support balance sheet growth in the second quarter of 2007.
     The allowance for loan losses totaled $94.4 million at June 30, 2007, an increase of $2.4 million and $6.7 million from March 31, 2007 and June 30, 2006, respectively. At June 30, 2007, the allowance for loan losses was 1.34% of period-end loans compared with 1.32% at March 31, 2007 and 1.29% at June 30, 2006. The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments. For comparative purposes the allowance for credit losses as a percentage of period end loans was 1.43% at June 30, 2007, compared with 1.42% at March 31, 2007 and 1.37% at June 30, 2006. The allowance for credit losses to nonperforming loans was 315.56% at June 30, 2007 compared with 356.26% on March 31, 2007 and 186.19% on June 30, 2006.

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     The Corporation’s total assets at June 30, 2007 were $10.4 billion, an increase of $82.0 million, or 0.79%, compared with March 31, 2007 and an increase of $174.3 million, or 1.70%, compared with June 30, 2006. The increase from March 31, 2007, was driven by commercial loan growth of $98.8 million, or 2.60%, offsetting a $6.5 million, or 0.21%, decrease in consumer loans and a $4.5 million, or 5.99%, decrease in the lease portfolio. Commercial loan growth of $239.2 million, or 6.54%, supported overall asset growth from June 30, 2006.
     Total deposits were $7.5 billion at June 30, 2007, a decrease of $226.7 million, or 2.94%, from March 31, 2007, and an increase of $72.2 million, or 0.98%, from June 30, 2006. Core deposits, which exclude all time deposits, totaled $4.4 billion at June 30, 2007, a decrease of $133.1 million, or 2.91%, from March 31, 2007 and a decrease of $126.9 million, or 2.78%, from June 30, 2006.
     Shareholders’ equity was $862.3 million at June 30, 2007 and the Corporation’s capital position remains strong as tangible equity to assets was 7.00%. The common dividend per share paid in the second quarter 2007 was $0.29.
RESULTS OF OPERATION
Net Interest Income
     Net interest income, the Corporation’s principal source of earnings, is the difference between interest income generated by earning assets (primarily loans and investment securities) and interest paid on interest-bearing funds (namely customer deposits, securities sold under agreements to repurchase and wholesale borrowings). Net interest income for the quarter ended June 30, 2007 was $84.2 million compared to $85.7 million for the quarter ended June 30, 2006. Net interest income for the six months ended June 30, 2007 was $166.2 million compared to $171.7 million for the six months ended June 30, 2006. For the purpose of this remaining discussion, net interest income is presented on an FTE basis, to provide a comparison among all types of interest earning assets. That is, interest on tax-free securities and tax-exempt loans has been restated as if such interest were taxed at the statutory Federal income tax rate of 35%, adjusted for the non-deductible portion of interest expense incurred to acquire the tax-free assets. Net interest income presented on an FTE basis is a non-GAAP financial measure widely used by financial services organizations. The FTE adjustment was $1.4 million and $0.6 million for the quarters ending March 31, 2007 and 2006, respectively. The FTE adjustment was $2.6 million and $1.2 million for the six months ending June 30, 2007 and 2006, respectively.
     FTE net interest income for the quarter ended June 30, 2007 was $85.6 million compared to $86.4 million for the three months ended June 30, 2006. The $0.8 million decrease in FTE net interest income occurred because the $12.7 million increase in interest expense, compared to the same quarter last year, was more than the $11.9 million increase in interest income during the same period.
     In a similar analysis, FTE net interest income for the six months ended June 30, 2007 was $168.8 million compared to $172.9 million for the six months ended June 30, 2006. The $4.1 million decrease in FTE net interest income occurred because the $30.5 million increase in interest expense, compared to the same quarter last year, was more than the $26.4 million increase in interest income during the same period.

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     As illustrated in the following rate/volume analysis table, interest income and interest expense both increased due to the rising interest rate environment.
                                                 
    Quarters ended June 30, 2007 and 2006     Six months ended June 30, 2007 and 2006  
RATE/VOLUME ANALYSIS   Increases (Decreases)     Increases (Decreases)  
(Dollars in thousands)   Volume     Rate     Total     Volume     Rate     Total  
INTEREST INCOME — FTE
                                               
Investment securities
  $ 1,266     $ 2,029     $ 3,295     $ 1,109     $ 4,259     $ 5,368  
Loans held for sale
    (93 )     320       227       443       (539 )     (96 )
Loans
    5,055       3,324       8,379       8,998       12,066       21,064  
Federal funds sold
    7       2       9       48       11       59  
 
                                   
Total interest income — FTE
  $ 6,235     $ 5,675     $ 11,910     $ 10,598     $ 15,797     $ 26,395  
 
                                   
INTEREST EXPENSE
                                               
Demand deposits-interest bearing
  $ (282 )   $ (425 )   $ (707 )   $ (523 )   $ (627 )   $ (1,150 )
Savings and money market accounts
    69       1,844       1,913       24       5,147       5,171  
Certificates of deposits and other time deposits
    2,453       4,946       7,399       6,037       11,341       17,378  
Securities sold under agreements to repurchase
    2,866       2,182       5,048       3,277       6,633       9,910  
Wholesale borrowings
    (1,455 )     496       (959 )     (1,892 )     1,107       (785 )
 
                                   
Total interest expense
  $ 3,651     $ 9,043     $ 12,694     $ 6,923     $ 23,601     $ 30,524  
 
                                   
Net interest income — FTE
  $ 2,584     $ (3,368 )   $ (784 )   $ 3,675     $ (7,804 )   $ (4,129 )
 
                                   
     As illustrated in the preceding table, the increased amount of interest income recorded in the 2007 second quarter compared to the same 2006 period was primarily volume driven as higher loan balances increased interest income by $5.1 million during those periods. The table also depicts a three-month increase of $6.4 million in interest expense primarily caused by higher rates paid on customer deposits. The six-month changes were primarily rate driven as the higher yield on loans increased interest income by $12.1 million while the increase in rates on deposits increased interest expense by $15.9 million.

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Net Interest Margin
     The following table provides 2007 FTE net interest income and net interest margin totals as well as 2006 comparative amounts:
                                 
    Quarters ended June 30,     Six months ended June 30,  
(Dollars in thousands)   2007     2006     2007     2006  
 
Net interest income
  $ 84,225     $ 85,730     $ 166,231     $ 171,703  
Tax equivalent adjustment
    1,368       647       2,580       1,237  
 
                       
Net interest income — FTE
  $ 85,593     $ 86,377     $ 168,811     $ 172,940  
 
                       
 
Average earning assets
  $ 9,485,819     $ 9,174,008     $ 9,461,926     $ 9,209,746  
 
                       
Net interest margin — FTE
    3.62 %     3.78 %     3.60 %     3.79 %
 
                       
     Average loans outstanding for the current year and prior year second quarters totaled $7.0 billion and $6.7 billion, respectively. Increases in average loan balances from second quarter 2006 to the second quarter 2007 occurred in commercial, installment loans, credit card loans, and leases, while mortgage loans and home equity loans declined. Efforts to grow loans outstanding continue to be tempered by the less than robust economy that currently exists in the Corporation’s primary lending areas.
     Specific changes in average loans outstanding, compared to the second quarter 2006, were as follows: commercial loans were up $242.3 million or 6.73%; installment loans, both direct and indirect rose $110.6 million or 7.25%; credit card loans rose $3.7 million or 2.73%; leases increased $6.4 million or 9.80%; mortgage loans were down $29.7 million or 4.74%; and home equity loans were down $61.1 million, or 7.91%. The majority of fixed-rate mortgage loan originations are sold to investors through the secondary mortgage loan market. Average outstanding loans for the 2007 and 2006 second quarters equaled 73.82% and 73.37% of average earning assets, respectively.
     Average deposits were $7.5 billion during the 2007 second quarter, up $89.2 million, or 1.20%, from the same period last year. For the quarter ended June 30, 2007, average core deposits (which are defined as checking accounts, savings accounts and money market savings products) decreased $135.1 million, or 2.94%, and represented 59.43% of total average deposits, compared to 61.96% for the 2006 second quarter. Average certificates of deposit (“CDs”) increased $224.3 million, or 7.94%, compared to the prior year quarter due to marketing promotions during the 2007 second quarter. The decrease in core deposits and the corresponding increase in CD’s represent the consumer preference for longer term, higher yielding deposits. Average wholesale borrowings decreased $90.4 million and as a percentage of total interest-bearing funds equaled 3.58% for the 2007 second quarter and 4.92% for the same quarter one year ago. Securities sold under agreements to repurchase increased $246.5 million, and as a percentage of total interest bearing funds equaled 18.59% for the 2007 second quarter and 16.05% for the 2006 second quarter. Average interest-bearing liabilities funded 82.72% of average earning assets in the current year quarter and 82.35% during the quarter ended June 30, 2006.

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Other Income
     Other (non-interest) income for the quarter totaled $48.9 million, a decrease of $3.1 million from the $52.1 million earned during the same period one year ago. Other income for the six months ended June 30, 2007 totaled $97.8 million an increase of $0.3 million from the $97.5 million earned during the six months ended June 30, 2006.
     Other income, net of securities gains, as a percentage of net revenue for the first quarter was 36.37%, compared to 37.61% for the same quarter one year ago. Net revenue is defined as net interest income, on a FTE basis, plus other income, less gains from securities sales.
     The primary changes in other income for the 2007 second quarter as compared to the second quarter of 2006, were as follows: trust department income was $6.1 million, up 6.13%; credit card fees increased $0.2 million, or 2.04%; service charges on deposit accounts totaled $17.1 million, down 5.30% due in part to new fee strategies implemented in the second quarter of 2006; loan sales and servicing income was $1.9, a decrease of $0.9 million, primarily attributable to the continued slow down in mortgage originations; bank owned life insurance income was down $2.0 million due to $2.75 million death proceeds received in the second quarter of 2006; investment services and insurance fees increased $0.1 million, or 3.06%; there were no significant sales of investment securities during the second quarter of 2007 or 2006; and other operating income was up $0.2 million, or 6.01%.
     The primary changes in other income for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006, were as follows: trust department income was up $0.6 million, or 4.97%; credit card fees increased $0.7 million, or 2.99%; service charges on deposit accounts totaled $33.3 million, down 2.27% due in part to new fee strategies implemented in the second quarter of 2006; loan sales and servicing income was $7.3 million, an increase of $3.1 million, primarily attributable to the $4.1 million gain on sale from the commercial loan sale which occurred during the first quarter 2007; investment services and insurance fees decreased $0.1 million, or 1.26%; there were no significant sales of investment securities during the first quarter of 2007 or 2006; and other operating income was down $1.1 million primarily due to losses incurred on the sale of other real estate during the first quarter of 2007 and gains on venture capital and other real estate sales that occurred in the first quarter of 2006.
     A significant component of loan sales and servicing income is the income derived from mortgage servicing activities. The following is a summary of changes in capitalized mortgage servicing rights (“MSRs”), net of accumulated amortization and valuation allowance, included in the unaudited consolidated balance sheets:

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    Quarter ended   Quarter ended   Quarter ended   Quarter ended   Quarter ended
    June 30,   March 31,   December 31,   September 30,   June 30,
(Dollars in thousands)   2007   2007   2006   2006   2006
 
                                       
Balance at beginning of period
  $ 19,366     $ 19,575     $ 19,777     $ 20,025     $ 19,945  
Addition of mortgage servicing rights
    674       477       593       524       814  
Amortization
    (653 )     (686 )     (795 )     (772 )     (734 )
Changes in valuation allowance
                             
     
Balance at end of period
  $ 19,387     $ 19,366     $ 19,575     $ 19,777     $ 20,025  
     
     On a quarterly basis, the Corporation assesses its MSRs for impairment based on their current fair value. As required, the Corporation disaggregates its MSRs portfolio based on loan type and interest rate which are the predominant risk characteristics of the underlying loans. If any impairment results after current market assumptions are applied, the value of the servicing rights is reduced through the use of a valuation allowance. There was no valuation allowance at June 30, 2007, December 31, 2006 and June 30, 2006. The MSRs are amortized over the period of and in proportion to the estimated net servicing revenues.
     These MSR balances represent the rights to service approximately $2.0 billion of mortgage loans for all periods at June 30, 2007, December 31, 2006, and June 30, 2006. The portfolio primarily consists of conventional mortgages.
     The Corporation continues to focus upon non-interest income (fee income) as a means by which to diversify revenue.
Other Expenses
     Other (non-interest) expenses totaled $81.4 million for the second quarter 2007 compared to $85.2 million for the same 2006 quarter, a decrease of $3.8 million, or 4.51%. Other expenses totaled $162.9 million for the six months ended June 30, 2007 compared to $167.1 million for the six months ended June 30, 2006 quarter, a decrease of $4.2 million, or 2.52%.
     For the three months ended June 30, 2007, decreases in operating costs compared to the second quarter 2006 occurred as follows: salaries, wages, pension and employee benefits fell $3.2 million, primarily due to the reduction of staff from the branch restructurings being realized in 2007 and the one time expense for the accelerated vesting of retirement eligible executives in the 2006 second quarter equity grants; bankcard, loan processing and other costs increased $0.2 million; professional services increased $0.8 million due in part to the consulting services necessary to remediate bank secrecy act issues; other operating expense decreased $1.8 million primarily attributable to a $1.1 million reduction in marketing expense and various other expense reductions due to the cost reduction strategy initiated during the fourth quarter of 2006.
     For the six months ended June 30, 2007, decreases in operating costs compared to the first six months of 2006 occurred as follows: salaries, wages, pension and employee benefits fell $3.7 million, primarily due to the reduction of staff from the branch restructurings being realized in 2007 and the one time expense for the accelerated vesting of retirement eligible executives in

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the 2006 second quarter equity grants; bankcard, loan processing and other costs increased $1.8 million, primarily attributable to the losses associated with credit card fraud; professional services increased $5.5 million due in part to the consulting services necessary to remediate bank secrecy act issues; other operating expense decreased $5.5 million primarily attributable to a $3.1 million reduction in marketing expense and various other expense reductions due to the cost reduction strategy initiated during the fourth quarter of 2006.
     The efficiency ratio of 61.55% for second quarter 2007 increased 16 basis points over the efficiency ratio of 61.39% recorded for the second quarter, 2006. The efficiency ratio for the three months ended June 30, 2007 indicates 61.55 cents of operating costs were spent in order to generate each dollar of net revenue.
Federal Income Taxes
     Federal income tax expense was $11.9 million and $11.8 million for the quarters ended June 30, 2007 and 2006, respectively. The effective federal income tax rate for the second quarter 2007 was 28.53%, compared to 29.85% for the same quarter 2006. For the six months ended June 30, 2007 and 2006, respectively, the effective tax rate was 29.50% and 30.40%. Additional federal income tax information is contained in Note 11 (Federal Income Taxes) in the 2006 Form 10-K.
     The Corporation adopted FIN 48 “Accounting for Uncertainty in Income Taxes” on January 1, 2007. Under FIN 48 a liability was created for any unrecognized tax benefits. This liability would have been included in the contractual obligations table in December 31, 2006 Form 10-K MD&A. Current liabilities related to FIN 48 for June 30, 2007 are $2.0 million. It is the Corporation’s policy to accrue interest and penalties in accrued taxes and recognized in the consolidated statements of income and comprehensive income as income taxes. This was also the Corporation’s policy prior to the adoption of FIN 48.

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FINANCIAL CONDITION
Investment Securities
     The June 30, 2007 amortized cost and market value of investment securities, including mortgage-backed securities, by average remaining term, are included in Note 3 (Investment Securities) to the unaudited consolidated financial statements included in this report. These securities are purchased within an overall strategy to maximize future earnings, taking into account an acceptable level of interest rate risk. While the maturities of the mortgage and asset-backed securities are beyond five years, these instruments provide periodic principal payments and include securities with adjustable interest rates, reducing the interest rate risk associated with longer-term investments.
Allowance for Credit Losses
     The allowance for credit losses is the sum of the allowance for loan losses and the reserve for unfunded lending commitments.
                         
    Quarter ended     Year Ended     Quarter ended  
Allowance for Loan Losses   June 30,     December 31,     June 30,  
(In thousands)   2007     2006     2006  
Allowance for loan losses-beginning of period
  $ 92,045     $ 90,661     $ 87,589  
Provision for loan losses
    9,967       76,112       13,159  
Net charge-offs
    (7,580 )     (52,342 )     (18,038 )
Allowance related to loans held for sale/sold
          (23,089 )     5,017  
 
                 
Allowance for loan losses-end of period
  $ 94,432     $ 91,342     $ 87,727  
 
                 
 
                       
Reserve for Unfunded Lending Commitments
                       
 
                       
Balance at beginning of period
  $ 6,746     $ 6,072     $ 5,853  
Provision for credit losses
    (193 )     222       (137 )
 
                 
Balance at end of period
  $ 6,553     $ 6,294     $ 5,716  
 
                 
 
                       
Allowance for Credit Losses
  $ 100,985     $ 97,636     $ 93,443  
 
                 
Annualized net charge-offs and allowance related to loans held for sale/sold as a % of average loans
    0.43 %     1.11 %     0.78 %
 
                 
Annualized net charge-offs as a % of average loans
    0.43 %     0.77 %     0.78 %
 
                 
 
                       
Allowance for loan losses:
                       
As a percentage of loans outstanding
    1.34 %     1.33 %     1.29 %
 
                 
As a percentage of nonperforming loans
    295.08 %     168.03 %     174.80 %
 
                 
As a multiple of annualized net charge offs
    3.11     1.75     1.68
 
                 
 
                       
Allowance for credit losses:
                       
As a percentage of loans outstanding
    1.43 %     1.42 %     1.37 %
 
                 
As a percentage of nonperforming loans
    315.56 %     179.60 %     186.19 %
 
                 
As a multiple of annualized net charge offs and allowance related to loans held for sale
    3.32     1.21     1.79
 
                 

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     The allowance for credit losses increased $2.2 million from March 31, 2007 to June 30, 2007, and increased $7.5 million from June 30, 2006 to June 30, 2007. The increase for both periods was attributable to additional reserves that were established to address identified risks associated with the slow down in the housing markets and the decline in residential and commercial real estate values. The following tables show the overall trend in increased credit quality for consumer loans and decreased credit quality for commercial loans by specific asset and risk categories.
                                                                 
    At June 30, 2007  
    Loan Type  
Allowance for   Commercial     Commercial R/E             Installment     Home Equity     Credit Card     Res Mortgage        
Loan Losses Components:   Loans     Loans     Leases     Loans     Loans     Loans     Loans     Total  
(In thousands)
                                                               
Individually Impaired Loan Component:
                                                               
Loan balance
  $ 5,182     $ 11,592     $     $     $     $     $     $ 16,774  
Allowance
    1,923       1,961                                     3,884  
Collective Loan Impairment Components:
                                                               
Credit risk-graded loans
                                                               
Grade 1 loan balance
    26,422       201       3,751                                       30,374  
Grade 1 allowance
    71       1       12                                       84  
Grade 2 loan balance
    209,454       118,195       9,295                                       336,944  
Grade 2 allowance
    1,105       549       56                                       1,710  
Grade 3 loan balance
    450,814       395,098       30,280                                       876,192  
Grade 3 allowance
    2,367       2,770       183                                       5,320  
Grade 4 loan balance
    934,386       1,535,885       27,577                                       2,497,848  
Grade 4 allowance
    15,961       18,785       565                                       35,311  
Grade 5 (Special Mention) loan balance
    56,842       93,186       54                                       150,082  
Grade 5 allowance
    3,489       4,129       3                                       7,621  
Grade 6 (Substandard) loan balance
    41,334       19,653       83                                       61,070  
Grade 6 allowance
    6,051       2,109       11                                       8,171  
Grade 7 (Doubtful) loan balance
    559       140                                             699  
Grade 7 allowance
    160       18                                             178  
Consumer loans based on payment status:
                                                               
Current loan balances
                    705       1,629,548       709,097       137,341       561,590       3,038,281  
Current loans allowance
                    2       13,340       3,677       3,246       4,326       24,591  
30 days past due loan balance
                    80       8,109       1,598       1,458       10,962       22,207  
30 days past due allowance
                    1       768       295       536       544       2,144  
60 days past due loan balance
                    31       2,759       1,095       816       2,504       7,205  
60 days past due allowance
                    1       769       483       481       405       2,139  
90+ days past due loan balance
                    6       1,374       231       1,547       11,556       14,714  
90+ days past due allowance
                    1       668       170       1,354       1,086       3,279  
 
                                               
Total loans
  $ 1,724,993     $ 2,173,950     $ 71,862     $ 1,641,790     $ 712,021     $ 141,162     $ 586,612     $ 7,052,390  
 
                                               
Total Allowance for Loan Losses
  $ 31,127     $ 30,322     $ 835     $ 15,545     $ 4,625     $ 5,617     $ 6,361     $ 94,432  
 
                                               

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    At December 31, 2006  
    Loan Type  
Allowance for   Commercial     Commercial R/E             Installment     Home Equity     Credit Card     Res Mortgage        
Loan Losses Components:   Loans     Loans     Leases     Loans     Loans     Loans     Loans     Total  
(In thousands)
                                                               
Individually Impaired Loan Component:
                                                               
Loan balance
  $ 19,394     $ 41,889     $     $     $     $     $     $ 61,283  
Allowance
    973       515                                     1,488  
Collective Loan Impairment Components:
                                                               
Credit risk-graded loans
                                                               
Grade 1 loan balance
    28,350       2,789       3,526                                       34,665  
Grade 1 allowance
    82       2       12                                       96  
Grade 2 loan balance
    144,084       109,238       8,927                                       262,249  
Grade 2 allowance
    757       412       55                                       1,224  
Grade 3 loan balance
    377,713       366,903       33,115                                       777,731  
Grade 3 allowance
    2,235       1,902       229                                       4,366  
Grade 4 loan balance
    859,458       1,512,529       28,072                                       2,400,059  
Grade 4 allowance
    16,555       17,124       643                                       34,322  
Grade 5 (Special Mention) loan balance
    57,281       100,657       96                                       158,034  
Grade 5 allowance
    3,351       4,163       5                                       7,519  
Grade 6 (Substandard) loan balance
    42,771       30,604       2,196                                       75,571  
Grade 6 allowance
    5,598       3,118       257                                       8,973  
Grade 7 (Doubtful) loan balance
    442       19                                             461  
Grade 7 allowance
    150       3                                             153  
Consumer loans based on payment status:
                                                               
Current loan balances
                    1,802       1,600,560       728,302       142,598       576,927       3,050,189  
Current loans allowance
                    6       15,058       2,499       3,578       3,201       24,342  
30 days past due loan balance
                    171       13,165       2,084       1,977       11,813       29,210  
30 days past due allowance
                    2       1,245       236       725       399       2,607  
60 days past due loan balance
                    30       4,340       523       1,122       4,840       10,855  
60 days past due allowance
                    1       1,180       150       660       524       2,515  
90+ days past due loan balance
                    36       1,682       564       1,856       14,428       18,566  
90+ days past due allowance
                    4       823       266       1,628       1,016       3,737  
 
                                               
Total loans
  $ 1,529,493     $ 2,164,628     $ 77,971     $ 1,619,747     $ 731,473     $ 147,553     $ 608,008     $ 6,878,873  
 
                                               
Total Allowance for Loan Losses
  $ 29,701     $ 27,239     $ 1,214     $ 18,306     $ 3,151     $ 6,591     $ 5,140     $ 91,342  
 
                                               

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    At June 30, 2006  
    Loan Type  
    Commercial     Commercial R/E             Installment     Home Equity     Credit Card     Res Mortgage        
Allowance for Loan Losses Components:   Loans     Loans     Leases     Loans     Loans     Loans     Loans     Total  
  (In thousands)                                                                
Individually Impaired Loan Component:
                                                               
Loan balance
  $ 17,099     $ 16,772     $     $     $     $     $     $ 33,871  
Allowance
    4,773       2,650                                     7,423  
Collective Loan Impairment Components:
                                                               
Credit risk-graded loans
                                                               
Grade 1 loan balance
    18,140       2,558                                             20,698  
Grade 1 allowance
    74       4                                             78  
Grade 2 loan balance
    122,432       94,050       13,653                                       230,135  
Grade 2 allowance
    974       375       121                                       1,470  
Grade 3 loan balance
    333,361       359,740       17,110                                       710,211  
Grade 3 allowance
    2,645       1,742       142                                       4,529  
Grade 4 loan balance
    939,873       1,532,492       26,727                                       2,499,092  
Grade 4 allowance
    17,114       13,080       862                                       31,056  
Grade 5 (Special Mention) loan balance
    60,153       58,771       124                                       119,048  
Grade 5 allowance
    3,314       1,731       8                                       5,053  
Grade 6 (Substandard) loan balance
    53,004       50,664       2,573                                       106,241  
Grade 6 allowance
    5,950       3,157       320                                       9,427  
Grade 7 (Doubtful) loan balance
    317       261                                             578  
Grade 7 allowance
    121       39                                             160  
Consumer loans based on payment status:
                                                               
Current loan balances
                    3,683       1,547,435       760,963       132,392       591,280       3,035,753  
Current loans allowance
                    34       16,026       1,689       3,566       893       22,208  
30 days past due loan balance
                    204       8,847       1,545       1,708       11,544       23,848  
30 days past due allowance
                    4       787       99       646       96       1,632  
60 days past due loan balance
                    129       3,131       631       1,157       3,986       9,034  
60 days past due allowance
                    12       809       107       710       115       1,753  
90+ days past due loan balance
                    11       2,344       446       1,709       11,750       16,260  
90+ days past due allowance
                    2       1,072       129       1,576       159       2,938  
 
                                               
Total loans
  $ 1,544,379     $ 2,115,308     $ 64,214     $ 1,561,757     $ 763,585     $ 136,966     $ 618,560     $ 6,804,769  
 
                                               
Total Allowance for Loan Losses
  $ 34,965     $ 22,778     $ 1,505     $ 18,694     $ 2,024     $ 6,498     $ 1,263     $ 87,727  
 
                                               
     Total charge-offs were $10.6 million for the quarter ended June 30 2007, down $7.4 million, or 24.3%, from the year ago quarter. Criticized commercial assets (“individually impaired,” “special mention,” “substandard” and “doubtful”) decreased $31.1 million and accounted for 5.71% of total commercial loans for the 2007 second quarter compared with criticized commercial asset levels of 6.93% at June 30, 2006.
     Commercial charge-offs were down $14.5 million over the prior year second quarter primarily as a result of the loan sale that occurred in the first quarter 2007. Loans past due 90 days or more accruing interest were down $4.7 million or 30.73% from the linked quarter ended December 31, 2006 and down $5.9 million or 36.08% from year ago quarter ended June 30, 2006 reflecting the favorable trends in the retail portfolio.

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Loans
     Total loans outstanding at June 30, 2007 were $7.1 billion compared to $6.9 billion at December 31, 2006 and $6.8 billion at June 30, 2006.
     The commercial loan portfolio for the 2007 first quarter increased by 6.54% over the prior year second quarter, but continues to be impacted by lower demand for credit in the Corporation’s regions. While the Corporation originated $83.9 million of mortgage loans in the second quarter 2007, compared to $116.3 million in same quarter of 2006, and $380.8 million for the full year ended December 31, 2006, the majority of these loans were fixed rate mortgages which were sold with servicing rights retained. Further discussion of the Corporation’s loan mix strategy as well as changes in average balances for the quarter ended June 30, 2007 compared to the quarter ended June 30, 2006 can be found under the Net Interest Income sub-caption in this report.
                         
    As of     As of     As of  
    June 30,     December 31,     June 30,  
(Dollars in thousands)   2007     2006     2006  
 
                       
Commercial loans
  $ 3,898,943     $ 3,694,121     $ 3,659,687  
Mortgage loans
    586,612       608,008       618,560  
Installment loans
    1,641,790       1,619,747       1,561,757  
Home equity loans
    712,021       731,473       763,585  
Credit card loans
    141,162       147,553       136,966  
Leases
    71,862       77,971       64,214  
 
                 
Total loans
  $ 7,052,390     $ 6,878,873     $ 6,804,769  
 
                 
          Expected cash flow and interest rate information for commercial loans is presented in the following table:
         
    As of  
    June 30, 2007  
    (Dollars in thousands)  
Due in one year or less
  $ 1,782,255  
Due after one year but within five years
    1,721,036  
Due after five years
    395,652  
 
     
Totals
  $ 3,898,943  
 
     
 
       
Due after one year with a predetermined fixed interest rate
  $ 1,001,658  
Due after one year with a floating interest rate
    1,115,030  
 
     
Totals
  $ 2,116,688  
 
     

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          The Corporation has an interest rate hedge strategy in place that swaps fixed interest rate commercial real estate loans to a variable interest rate basis. At June 30, 2007, $556.2 million of fixed rate commercial real estate loans were hedged. This strategy is more fully described in Footnote 8, Accounting for Derivatives, in these consolidated financial statements.
     The following table summarizes the Corporation’s nonperforming assets:
                         
    June 30,     December 31,     June 30,  
    2007     2006     2006  
      (Dollars in thousands)  
Nonperforming commercial loans
  $ 20,877     $ 45,045     $ 41,927  
Other nonaccrual loans:
    11,125       9,317       8,261  
 
                 
Total nonperforming loans
    32,002       54,362       50,188  
Other real estate (“ORE”)
    5,036       9,815       8,598  
 
                 
Total nonperforming assets
  $ 37,038     $ 64,177     $ 58,786  
 
                 
 
                       
Loans past due 90 day or more accruing interest
  $ 10,536     $ 16,860     $ 16,483  
 
                 
Total nonperforming assets as a percentage of total loans and ORE
    0.52 %     0.93 %     0.86 %
 
                 
     The allowance for credit losses covers nonperforming loans by 315.56% at June 30, 2007 compared to 186.19% at the end of the prior year quarter. This increase is primarily attributable to the decrease in nonperforming commercial loans. See Note 1 (Summary of Significant Accounting Policies) of the 2006 Form 10-K, as amended for a summary of the Corporation’s nonaccrual and charge-off policies.
          The following table is a nonaccrual commercial loan flow analysis:
                                         
    Period End  
(Dollars in thousands)   2Q07     1Q07     4Q06     3Q06     2Q06  
 
Nonaccrual commercial loans beginning of period
  $ 17,049     $ 45,045     $ 52,621     $ 41,927     $ 56,258  
 
Credit Actions:
                                       
New
    7,579       5,983       27,087       31,619       6,652  
Loan and lease losses
                (24,592 )     (4,006 )     (1,927 )
Charged down
    (1,055 )     (448 )     (3,616 )     (2,725 )     (5,079 )
Return to accruing status
                (3,985 )     (773 )     (2,260 )
Payments and tranfers to ORE
    (142 )     (7,199 )     (2,470 )     (13,421 )     (2,864 )
Sales
    (2,397 )     (26,332 )                 (8,853 )
 
                             
Nonaccrual commercial loans end of period
  $ 20,877     $ 17,049     $ 45,045     $ 52,621     $ 41,927  
 
                             

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     Nonaccrual commercial loans have decreased $21.1 million from the second quarter of 2006 and increased $3.8 million from the first quarter of 2007. As reflected above, $26.3 million of nonaccrual loans were sold in March 2007.
Deposits
     The following schedule illustrates the change in composition of the average balances of deposits and average rates paid for the noted periods:
                                                 
    Quarter Ended     Year Ended     Quarter Ended  
    June 30, 2007     December 31, 2006     June 30, 2006  
    Average     Average     Average     Average     Average     Average  
    Balance     Rate     Balance     Rate     Balance     Rate  
    (Dollars in thousands)  
 
                                               
Non-interest DDA
  $ 1,408,827           $ 1,434,539           $ 1,455,229        
Interest-bearing DDA
    763,907       0.99 %     818,735       1.13 %     865,563       1.20 %
Savings and money market
    2,293,567       2.45 %     2,271,654       2.20 %     2,280,657       2.12 %
CDs and other time deposits
    3,048,904       4.83 %     2,859,218       4.33 %     2,824,580       4.16 %
 
                                         
Total customer deposits
    7,515,205       2.81 %     7,384,146       2.48 %     7,426,029       2.38 %
 
                                               
Securities sold under agreements to repurchase
    1,458,982       4.95 %     1,283,951       4.37 %     1,212,470       4.29 %
Wholesale borrowings
    280,914       6.62 %     404,723       5.96 %     371,309       6.04 %
 
                                         
Total funds
  $ 9,255,101             $ 9,072,820             $ 9,009,808          
 
                                         
     Interest-bearing and non-interest-bearing demand deposits, on a combined basis, averaged $2.2 billion during the 2007 second quarter, down $148.1 million, or 6.38%, from the second quarter 2006. Savings deposits, including money market savings accounts, averaged $2.3 billion, $12.9 million or 0.57% higher than the year ago quarter. The sum of demand and savings accounts, often referred to as “core deposits,” dropped $135.1 million, or 2.94%, and represented 59.43% of total average deposits for the second quarter 2007, compared to 61.96% last year. The drop was attributable to intense competition for core deposits within the Corporation’s regional banking areas.
     During the 2007 second quarter, the weighted-average yield paid on interest-bearing core deposits at 2.07% was 21 basis points more than last year’s average core deposits rate. Average CDs, still the largest individual component of deposits, totaled $3.0 billion for the second quarter, up 7.94% from the same quarter last year. Average rates paid on CDs rose 50 basis points from 4.33% in the 2006 quarter to 4.83% this year. On a percentage basis, average CDs were 38.86% and 37.39%, respectively, of total interest-bearing funds for the June 30, 2007 and 2006 quarters.
     Securities sold under agreements to repurchase increased to 18.59% of interest-bearing funds during the three months ended June 30, 2007 from 16.05% for the June 30, 2006 quarter.

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Interest-bearing liabilities funded 82.72% of average earning assets during the quarter ended June 30, 2007 and 82.35% during the quarter ended June 30, 2006. Wholesale funds decreased to 3.58% of interest-bearing funds during the second quarter 2007 from 4.92% in the year ago quarter. In summary, the decrease in average core deposits during the quarter compared to the same period in 2006 was partially offset by the decrease in higher rate wholesale borrowings. The funding mix from higher priced wholesale borrowings towards less expensive CDs has helped to mitigate the effect of the flat yield curve and support the net interest margin.
     The following table summarizes scheduled maturities of CDs of $100 thousand or more (“Jumbo CDs”) that were outstanding as of June 30, 2007:
         
Maturing in:   Amount  
    (In thousands)  
 
       
Under 3 months
  $ 472,878  
3 to 6 months
    216,604  
6 to 12 months
    137,797  
Over 1 year through 3 years
    65,577  
Over 3 years
    15,059  
 
     
 
  $ 907,915  
 
     
Market Risk
     Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. The Corporation is primarily exposed to interest rate risk as a result of offering a wide array of financial products to its customers.
     Changes in market interest rates may result in changes in the fair market value of the Corporation’s financial instruments, cash flows, and net interest income. The Corporation seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (“ALCO”) oversees market risk management, establishing risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. According to these policies, responsibility for measuring and the management of interest rate risk resides in the Corporate Treasury function.
     Interest rate risk on the Corporation’s consolidated balance sheets consists of reprice, option, and basis risks. Reprice risk results from differences in the maturity, or repricing, of asset and liability portfolios. Option risk arises from “embedded options” present in many financial instruments such as loan prepayment options, deposit early withdrawal options and interest rate options. These options allow customers opportunities to benefit when market interest rates change, which typically results in higher net revenue for the Corporation. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of profit spread on an earning asset or liability. Basis risk is also present in administered rate liabilities, such as interest-bearing checking

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accounts, savings accounts and money market accounts where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.
     The interest rate risk position is measured and monitored using risk management tools, including earnings simulation modeling and economic value of equity sensitivity analysis, which capture both near-term and long-term interest rate risk exposures. Combining the results from these separate risk measurement processes allows a reasonably comprehensive view of short-term and long-term interest rate risk in the Corporation.
     Earnings simulation involves forecasting net interest earnings under a variety of scenarios, including changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates. The sensitivity of net interest income to changes in interest rates is measured using numerous interest rate scenarios, including shocks, gradual ramps, curve flattening, curve steepening and forecasts of likely interest rate scenarios. Presented below is the Corporation’s interest rate risk profile as of June 30, 2007 and 2006:
     Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in Net Interest Income:
                                 
    -200 basis points   -100 basis points   +100 basis points   +200 basis points
 
June 30, 2007
    (1.83 %)     (0.45 %)     0.15 %     0.05 %
June 30, 2006
    (1.89 %)     0.08 %     0.07 %     (0.05 %)
     Modeling the sensitivity of net interest earnings to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. To the extent that actual performance is different than what was assumed, actual net interest earnings sensitivity may be different than projected. The assumptions used in the models are management’s best estimate based on studies conducted by ALCO. ALCO uses a data-warehouse to study interest rate risk at a transactional level and uses various ad-hoc reports to refine assumptions continuously. Assumptions and methodologies regarding administered rate liabilities (e.g., savings, money market and interest-bearing checking accounts), balance trends, and repricing relationships reflect management’s best estimate of expected behavior, and these assumptions are reviewed regularly.
     The Corporation also has longer-term interest rate risk exposure, which may not be appropriately measured by earnings sensitivity analysis. ALCO uses economic value of equity, or EVE, sensitivity analysis to study the impact of long-term cash flows on earnings and capital. Economic value of equity involves discounting present values of all cash flows on the balance sheet and off balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents the Corporation’s economic value of equity. The analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base-case measurement and its sensitivity to shifts in the yield curve allow management to measure longer-term repricing and option risk in the balance sheet. Presented below is the Corporation’s EVE profile as of June 30, 2007 and 2006:

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     Immediate Change in Rates and Resulting Percentage Increase/(Decrease) in EVE:
                                 
    -200 basis points   -100 basis points   +100 basis points   +200 basis points
 
June 30, 2007
    (8.56 %)     (2.46 %)     (0.30 %)     (1.94 %)
June 30, 2006
    (6.44 %)     (1.20 %)     2.37 %     1.84 %
Capital Resources
     Shareholders’ equity at June 30, 2007 totaled $862.3 million compared to $846.1 million at December 31, 2006 and $870.7 million at June 30, 2006.
     The following table reflects the various measures of capital:
                                                 
    June 30,   December 31,   June 30,
    2007   2006   2006
                    (Dollars in thousands)                
Consolidated
                                               
Total equity
  $ 862,265       8.27 %   $ 846,111       8.25 %   $ 870,698       8.49 %
Common equity
    862,265       8.27 %     846,111       8.25 %     870,698       8.49 %
Tangible common equity (a)
    720,598       7.00 %     704,001       6.96 %     728,142       7.20 %
Tier 1 capital (b)
    824,121       10.12 %     804,959       10.07 %     811,605       9.91 %
Total risk-based capital (c)
    986,341       12.12 %     993,716       12.44 %     995,630       12.15 %
Leverage (d)
  $ 824,121       8.07 %   $ 804,959       7.95 %   $ 811,605       8.13 %
 
                                               
Bank Only
                                               
Total equity
  $ 720,421       6.91 %   $ 704,047       6.87 %   $ 706,647       6.90 %
Common equity
    720,421       6.91 %     704,047       6.87 %     706,647       6.90 %
Tangible common equity (a)
    578,754       5.63 %     561,937       5.56 %     564,091       5.58 %
Tier 1 capital (b)
    770,146       9.47 %     750,912       9.41 %     736,787       9.01 %
Total risk-based capital (c)
    929,321       11.43 %     936,720       11.74 %     918,006       11.22 %
Leverage (d)
  $ 770,146       7.55 %   $ 750,912       7.42 %   $ 736,787       7.39 %
 
(a)   Common equity less all intangibles; computed as a ratio to total assets less intangible assets.
 
(b)   Shareholders’ equity minus net unrealized holding gains on equity securities, plus or minus net unrealized holding losses or gains on available-for-sale debt securities, less goodwill; computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines.
 
(c)   Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined in the 1992 risk-based capital guidelines.
 
(d)   Tier 1 capital; computed as a ratio to the latest quarter’s average assets less goodwill.
     The risk-based capital guidelines issued by the Federal Reserve Bank in 1988 require banks to maintain adequate capital equal to 8% of risk-adjusted assets effective December 31,

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1993. At June 30, 2007, the Corporation’s risk-based capital equaled 12.12% of risk-adjusted assets, exceeding minimum guidelines.
     The cash dividend of $0.29 per share paid in the second quarter has an indicated annual rate of $1.16 per share.
Liquidity Risk Management
     Liquidity risk is the possibility of the Corporation being unable to meet current and future financial obligations in a timely manner. Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. The Corporation considers core earnings, strong capital ratios and credit quality essential for maintaining high credit ratings, which allow the Corporation cost-effective access to market-based liquidity. The Corporation relies on a large, stable core deposit base and a diversified base of wholesale funding sources to manage liquidity risk.
     The Treasury Group is responsible for identifying, measuring and monitoring the Corporation’s liquidity profile. The position is evaluated daily, weekly and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future month and identifying sources and uses of funds. The Treasury Group also prepares a contingency funding plan that details the potential erosion of funds in the event of a systemic financial market crisis or institutional-specific stress. In addition, the overall management of the Corporation’s liquidity position is integrated into retail deposit pricing policies to ensure a stable core deposit base.
     The Corporation’s primary source of liquidity is its core deposit base, raised through its retail branch system, along with unencumbered, or unpledged, investment securities. The Corporation also has available unused wholesale sources of liquidity, including advances from the Federal Home Loan Bank of Cincinnati, issuance through dealers in the capital markets and access to certificates of deposit issued through brokers. Liquidity is also provided by unencumbered, or unpledged, investment securities that totaled $582.2 million at June 30, 2007.
     Funding Trends for the Quarter - During the three months ended June 30, 2007, total average deposits increased $33.2 million from the previous quarter and $118.7 million of higher rate wholesale borrowings were repaid.
     Parent Company Liquidity — The Corporation manages its liquidity principally through dividends from the bank subsidiary. During the quarter ended June, 2007, FirstMerit Bank paid $24.0 million in dividends to FirstMerit Corporation. As of June 30, 2007, FirstMerit Bank had an additional $40.5 million available to pay dividends without regulatory approval.
Critical Accounting Policies
     The accounting and reporting policies of the Corporation are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the

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allowance for loan losses, income taxes, mortgage servicing rights, derivative instruments and hedging activities, and pension and postretirement benefits are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1 (Summary of Significant Accounting Policies) and Note 4 (Allowance for Loan Losses), as described in the 2006 Form 10-K, provide detail with regard to the Corporation’s methodology and reporting of the allowance for loan losses. Additional information for income tax accounting is contained within Note 1, as well as in Note 11 (Federal Income Taxes) as described in the 2006 Form 10-K. Accounting for mortgage servicing rights was also discussed in the 2006 Form 10-K in Note 1 and Note 6 (Mortgage Servicing Rights and Mortgage Servicing Activity). Derivative instruments and hedging activities are described more fully in Note 9 (Accounting for Derivatives) in these consolidated financial statements, as well as Note 1, Note 16 (Fair Value Disclosure of Financial Instruments), and Note 17 (Financial Instruments with Off-Balance-Sheet Risk) of the 2006 Form 10-K. A description of the plans and the assumptions used to estimate the liabilities for pension and postretirement benefits is described in Note 12 (Benefit Plans) to the 2006 Form 10-K as well as Note 10 (Benefit Plans) in the consolidated financial statements included in this report.
Off-Balance Sheet Arrangements
     A detailed discussion of the Corporation’s off-balance sheet arrangements, including swaps, hedges, forward swap agreements, IRLCs, TBA securities, options and swaptions is included in Note 8 (Accounting for Derivatives) to the consolidated financial statements included in this report and in Note 17 to the 2006 Form 10-K. There have been no significant changes since December 31, 2006.
Forward-looking Safe-harbor Statement
     The Corporation cautions that any forward-looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Corporation, involve risks and uncertainties and are subject to change based upon various factors. Actual results could differ materially from those expressed or implied. Reference is made to the section titled “Forward-looking Statements” in the Corporation’s 2006 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     See Market Risk Section in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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ITEM 4. CONTROLS AND PROCEDURES
     Management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, has made an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
     During the period covered by the report, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
     Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this report, that the Corporation’s disclosure controls and procedures are effective.

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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
     In the normal course of business, the Corporation is at all times subject to pending and threatened legal actions, some for which the relief or damages sought are substantial. Although the Corporation is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, Management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations or shareholders’ equity of the Corporation.
ITEM 1A. RISK FACTORS
     There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) The following table provides information with respect to purchases the Corporation made of its common shares during the second quarter of the 2007 fiscal year:
                                 
                    Total Number of     Maximum  
                    Shares Purchased     Number of Shares  
                    as Part of Publicly     that May Yet Be  
    Total Number of     Average Price     Announced Plans     Purchased Under  
    Shares Purchased     Paid per Share     or Programs (1)     Plans or Programs  
 
                               
Balance as of March 31, 2007
                            396,272  
 
                               
April 1, 2007 - April 30, 2007
    16,182     $ 20.86             396,272  
May 1, 2007 - May 31, 2007
    8,371       24.38             396,272  
June 1, 2007 - June 30, 2007
    11,606       21.90             396,272  
 
                       
Balance as of June 30, 2007:
    36,159     $ 22.01       0       396,272  
 
                       
 
(1)   On January 19, 2006, the Board of Directors authorized the repurchase of up to 3 million shares (the “New Repurchase Plan”). The New Repurchase Plan, which has no expiration date, superseded all other repurchase programs, including that authorized by the Board of Directors on July 15, 2004 (the “Prior Repurchase Plan”). The Corporation had purchased all of the shares it was authorized to acquire under the Prior Repurchase Plan.

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(2)   36,159 of these common shares were either: (1) delivered by the option holder with respect to the exercise of stock options; (2) in the case of restricted shares of common stock, shares were withheld to pay income taxes or other tax liabilities with respect to the vesting of restricted shares; or (3) shares were returned upon the resignation of the restricted shareholder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Corporation held its Annual Meeting of Shareholders on April 18, 2007, for which the Board of Directors solicited proxies.
(b) Four Class I Directors were elected at the Annual Meeting for terms expiring at the 2010 Annual Meeting of Shareholders, with the following voting results:
                     
                Authority
    For   Against   Withheld
 
                   
Richard Colella
    58,887,816      *      10,391,458  
R J. Michael Hochschwender
    60,000,246      *      9,279,028  
 
                   
Phillip A. Lloyd, II
    59,015,263      *      10,264,011  
Richard N. Seaman
    59,987,320      *      9,291,954  
 
*   Proxies provide that shareholders may either cast a vote for, or abstain from voting for, directors.
Continuing Class II Directors serving until the 2008 Annual Meeting of Shareholders are Karen S. Belden, R. Cary Blair, Robert W. Briggs and Clifford J. Isroff.
Continuing Class III Directors serving until the 2009 Annual Meeting of Shareholders are John C. Blickle, Gina D. France, Paul G. Greig and Terry L. Haines.
(c) In addition to the election of Directors, the following matters were voted on at the Annual Meeting of Shareholders:
(1) Amendment of Article X of Amended and Restated Code of Regulations:
         
Votes For   Votes Against   Abstentions
 
60,661,457
  8,029,882   587,926
(2) Ratification of the selection of Ernst & Young LLP as independent registered public

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accountants of the Corporation for the year ending December 31, 2007:
         
Votes For   Votes Against   Abstentions
68,309,864
  688,744   276,799
(3) Amendment of Article Seventh of Amended and Restated Articles of Incorporation:
         
Votes For   Votes Against   Abstentions
66,622,522
  1,975,392   681,351
ITEM 5. OTHER INFORMATION
None.

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ITEM 6. EXHIBITS
(a) Exhibits
     
Exhibit    
Number    
 
   
3.1
  Second Amended and Restated Articles of Incorporation of FirstMerit Corporation.
 
   
3.2
  Second Amended and Restated Code of Regulations of FirstMerit Corporation.
 
   
31.1
  Rule 13a-14(a)/Section 302 Certification of Paul G. Greig, Chief Executive Officer of FirstMerit Corporation
 
   
31.2
  Rule 13a-14(a)/Section 302 Certification of Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation
 
   
32.1
  Rule 13a-14(b)/Section 906 Certifications of Paul G. Greig, Chief Executive Officer of FirstMerit Corporation, and Terrence E. Bichsel, Executive Vice President and Chief Financial Officer of FirstMerit Corporation

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  FIRSTMERIT CORPORATION
 
 
  By:   /s/ TERRENCE E. BICHSEL    
    Terrence E. Bichsel, Executive Vice President   
    and Chief Financial Officer (duly authorized officer of registrant and principal financial officer)   
 
Date: August 3, 2007

45

EX-3.1 2 l27259aexv3w1.htm EX-3.1 EX-3.1
 

Exhibit 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
F
irstMerit Corporation
As of April 18, 2007
     FIRST: The name of the Corporation shall be FirstMerit Corporation.
     SECOND: The place in Ohio where its principal office is to be located is in the City of Akron in Summit County, but the Corporation may establish and maintain its principal office, or other offices, at other places in the United States of America, as its Board of Directors may, from time to time, determine.
     THIRD: The purposes for which the Corporation is formed are as follows:
     (a) To engage in business as a “bank holding company” in accordance with the provisions of The Bank Holding Company Act of 1956 (Pub. Law 511, 84th Cong. 2d Sess., approved May 9, 1956), as amended (hereinafter referred to as the “Act”), and in furtherance thereof to purchase or otherwise acquire, own, hold for investment and otherwise deal with or dispose of real and personal property of every kind, type and description, wherever situated, and securities, including but not limited to its own securities and the securities of “banks,” “companies” and other “bank holding companies,” as those terms are defined in the Act, to render services and otherwise engage in any and all activities pertinent and appropriate to the operation of a bank holding company; provided, however, that the Corporation shall not own or hold properties or securities, render any services or engage in any activities which are prohibited by the Act, or the regulations promulgated by the Board of Governors of the Federal Reserve System thereunder, as amended from time to time.
     For the purpose of this paragraph, “securities” shall mean any and all stocks, bonds, debentures, notes, acceptances, evidences of indebtedness or other obligations, certificates of interest or participation in any property or ventures, scrip, interim receipts, voting trust certificates, any interests or instruments commonly known as securities, and any and all certificates of interest or participation in, or of deposit of, any of the foregoing, or receipts for, guaranties of, or warrants or rights to subscribe for or purchase the same.
     (b) In general, to engage in any other lawful act or activity for which corporations may be formed under Chapter 1701 of the Ohio Revised Code to the extent that such act or activity is not prohibited by the Act, or the regulations promulgated thereunder, as amended from time to time.

 


 

     FOURTH:
     Part A. Classes of Stock
     The maximum number of shares which the Corporation is authorized to issue and to have outstanding at any time shall be Three Hundred and Seven Million, which shall be classified as follows:
     (a) Three Hundred Million (300,000,000) of said shares shall be Common Stock, without par value; and
     (b) Seven Million (7,000,000) of said shares shall be Series Preferred Stock without par value (no par value Preferred Stock).
     Part B. Express Terms of No Par Value Preferred Stock
     The express terms and provisions of the no par value Preferred Stock shall be as follows:
     Section 1. Designation. All shares of no par value Preferred Stock shall be of equal rank and shall be identical except in respect to the particulars as may be fixed and determined by the Board of Directors as hereinafter provided, and each share of each series shall be identical in all respects with all other shares of such series, except as to the date from which dividends are cumulative.
     The Board of Directors is hereby authorized in respect of any unissued shares of no par value Preferred Stock to fix or change:
     (a) The division of such shares into series, the designation of each series (which may be by distinguishing number, letter or title) and the authorized number of shares in each series, which number may be increased (except where otherwise provided by the Board of Directors in creating the series) or decreased (but not below the number of shares thereof outstanding) by like action of the Board of Directors;
     (b) The annual dividend rates of each series;
     (c) The dates at which dividends, if declared, shall be payable;
     (d) The redemption rights and price or prices, if any, for shares of the series;
     (e) The terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
     (f) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation;
     (g) Whether the shares of the series shall be convertible into Common Stock and, if

2


 

so, the conversion price or prices and the adjustments thereof, if any, and all other terms and conditions upon which such conversion may be made; and
     (h) Restrictions on the issuance of shares of the same series or of any other class or series.
     Section 2. Dividends and Distributions. The holders of the no par value Preferred Stock of each series shall be entitled to receive out of any funds legally available for no par value Preferred Stock as and when declared by the Board of Directors, dividends in cash at the rate for such series fixed by the Board of Directors in the manner set forth in Section 1 hereof and no more, payable quarterly on the dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date of issuance thereof. No dividends may be paid or declared or set apart for any of the no par value Preferred Stock for any quarterly dividend period unless at the same time a like proportionate dividend for the same quarterly dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon or declared or set apart for all no par value Preferred Stock, of all series then issued and outstanding and entitled to receive such dividend.
     Section 3. Certain Restrictions. In no event, so long as any no par value Preferred Stock shall be outstanding, shall any dividends, except a dividend payable in Common Stock, be paid or declared or any distribution be made, except as aforesaid, on the Common Stock, nor shall any Common Stock be purchased, retired or otherwise acquired by the corporation:
     (a) Unless all accrued and unpaid dividends on no par value Preferred Stock, including the full dividends for the current quarterly dividend period, shall have been declared and paid, or a sum sufficient for payment thereof set apart; and
     (b) Unless there shall be no arrearages with respect to the redemption of no par value Preferred Stock of any series from any Sinking Fund provided for shares of such series by the Board of Directors in the manner set forth in Section 1 hereof.
     Section 4. Liquidation, Dissolution or Winding Up.
     (a) Subject to the provisions hereof, the holders of the no par value Preferred Stock of any series shall, in case of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, be entitled to receive in full out of the assets of the corporation, including its capital, before any amount shall be paid or distributed among the holders of the Common Stock the amounts fixed with respect to shares of such series in accordance with the decision of the Board of Directors in the manner set forth in Section 1 hereof plus an amount equal to all dividends accrued and unpaid thereon to the date of payment of the amounts due pursuant to such liquidation, dissolution or winding up of the affairs of the corporation.
     (b) The merger or consolidation of the corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or

3


 

substantially all the property of the corporation, shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 4.
     Section 5. Voting Rights. Except as provided in these Second Amended and Restated Articles of Incorporation, the holders of no par Preferred Stock shall be entitled at all times to one (1) vote for each share; and, except as required by law, the holders of such no par value Preferred Stock and the holders of Common Stock of the corporation shall vote together as one (1) class on all matters.
     FIFTH: The authority of this Corporation, its shareholders and directors, is subject to the following:
     (a) No holder of shares of this Corporation, regardless of class, shall be entitled as a matter of right to exercise any preemptive rights, to subscribe for or to purchase shares of any class, now or hereafter authorized, or to purchase or subscribe for securities which are convertible into or exchangeable for shares of the Corporation, regardless of class, or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares of the Corporation, regardless of class, except such rights to subscribe for or purchase, at such prices and according to such terms and conditions as the Board of Directors may, from time to time, approve and authorize in its sole discretion.
     (b) The Corporation may purchase its shares, regardless of class, from time to time, and upon such terms and conditions as the Board of Directors shall determine; provided, however, that the Corporation shall not purchase any of its shares if, after such purchase, its assets would be less than its liabilities plus stated capital and unless the Corporation first complies with Section 225.6 of Regulation Y, 12 C.F.R. 225.6, as promulgated and amended, from time to time, by the Board of Governors of the Federal Reserve System, to the extent that such regulation may be applicable to the purchase.
     (c) No shareholder shall have the right to vote cumulatively in the election of directors.
     SIXTH: The Corporation may indemnify any director or officer, any former director or officer of the Corporation and any person who is or has served at the request of the Corporation as a director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his heirs, executors and administrators) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or trustee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by applicable law, as the same may be in effect from time to time. The indemnification provided for herein shall not be deemed to restrict the right of the Corporation to (i) indemnify employees, agents and others as permitted by such law, (ii) purchase and maintain insurance or provide similar protection on behalf of directors, officers or such other persons against liabilities asserted against them or expenses incurred by them arising out of their service to the

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Corporation as contemplated herein, and (iii) enter into agreements with such directors, officers, employees, agents or others indemnifying them against any and all liabilities (or such lesser indemnification as may be provided in such agreements) asserted against them or incurred by them arising out of their service to the Corporation as contemplated herein.
     SEVENTH:
     (a) Any Business Combination (as hereinafter defined) shall require the affirmative vote of a majority of the voting power of the Corporation, as represented by a majority of the shares of each class of capital stock of the Corporation issued and outstanding and entitled to vote as a class.
     (b) A Business Combination, for purposes of this Article SEVENTH, shall mean:
          (i) any merger or consolidation of the Corporation, or a subsidiary of the Corporation, into or with any other person, corporation or entity;
          (ii) any sale, lease, mortgage, pledge, transfer or other disposition of all or substantially all of the assets of the Corporation to or with any other corporation, person or entity;
          (iii) any reclassification of securities (including a reverse stock split) or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any subsidiaries or any other transaction which has the effect of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any subsidiary which is directly or indirectly owned by any corporation, person or other entity;
          (iv) the issuance or transfer by the Corporation or any subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any subsidiary to any corporation, person or entity of a number or amount of securities equal to five percent (5%) or more of the then outstanding number or amount of any class of the Corporation’s securities to a corporation, person or other entity; or
          (v) the adoption of any plan as proposed for liquidation or dissolution of the Corporation proposed by or on behalf of any corporation, person or entity.
     EIGHTH: These Second Amended and Restated Articles of Incorporation shall supercede the existing articles of incorporation and amendments thereto.
Revised April 18, 2007

5

EX-3.2 3 l27259aexv3w2.htm EX-3.2 EX-3.2
 

Exhibit 3.2
SECOND AMENDED AND RESTATED
CODE OF REGULATIONS
OF
F
irstMerit Corporation
As of April 18, 2007
ARTICLE I
SHAREHOLDER
     Section 1 — Annual Meeting. The Annual Meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the Corporation, or at such other place as may be designated by the Board of Directors and specified in the notice of such meeting within or without the State of Ohio, at such time as the Board of Directors may determine, on the second Wednesday of each April, if not a legal holiday; and, if a legal holiday, then on the next succeeding business day or on such other date as the Board of Directors shall determine.
     Section 2 — Special Meetings. Special meetings of the shareholders of the Corporation may be held on any business day, when called by the President, or by the Board acting at a meeting, or by a majority of the directors acting without a meeting, or by persons who hold not less than fifty percent (50%) of all shares outstanding and entitled to vote thereat. Upon request in writing, delivered either in person or by registered mail to the President, or the Secretary, by any persons entitled to call a meeting of shareholders, which request shall state the objects for which the meeting is to be called, and the business considered and transacted at any such meeting called at the request of shareholders shall be confined to the objects stated in such request, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven (7) or more than sixty (60) days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen (15) days after the delivery or mailing of such request, the persons calling the meeting may fix the time of the meeting and give notice thereof in the manner provided by law or provided by these Regulations, or cause such notice to be given by any designated representative.
     Section 3 — Notice of Meetings. Not less than seven (7) nor more than sixty (60) days before the date fixed for a meeting of shareholders, written notice stating the time, place and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary, or any other person or persons required or permitted by these Regulations to give such notice. The notice shall be given by personal delivery or by mail to each shareholder entitled to notice of the meeting who is of record as of the day preceding the day on which notice is given or, if a record date there for is duly fixed, of record as of said date; if mailed, the notice shall be addressed to the shareholders at their respective addresses as they appear on the records of the Corporation. Notice of the time, place and purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholders, which writing shall be filed with or entered upon the records of the meeting. Attendance of any shareholder at a shareholders’ meeting without protesting prior to or at the commencement of the meeting, the lack of notice, shall be deemed a waiver by him of notice of such meeting.

 


 

     Section 4 — Quorum; Adjournment. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders, the holders of the shares entitling them to exercise a majority of the voting power of the Corporation present in person or by proxy shall constitute a quorum for such meeting; provided, however, that no action required by law, the Articles, or these Regulations to be authorized or taken by a designated proportion of the shares of the Corporation may be authorized or taken by a lesser proportion; and, provided further, that the holders of a majority of the voting shares represented thereat, whether or not a quorum Is Present, may adjourn such meeting from time to time; if any meeting is adjourned, notice of such adjournment need not be given if the time and place which is adjourned are fixed and announced at such meeting.
     Section 5 — Proxies. Any shareholder entitled to vote at a meeting of the shareholders may vote in person or may be represented and vote by proxy appointed by an instrument in writing, signed by the shareholder or by his duly authorized agent.
     Section 6 — Approval and Ratification of Acts of Officers and Board. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act, or transaction, prospective or past, of the Corporation, or of the Board, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by written consent, with or without a meeting of the holders of shares entitling them to exercise a majority of the voting power of the Corporation, and such approval or ratification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Corporation.
ARTICLE II
SHARES
     Section 1 — Form of Certificates and Signatures. Each holder of shares is entitled to one or more certificates, signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer of the Corporation, which shall certify the number and class of shares held by him in the corporation, but no certificate for shares shall be executed- or delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be facsimile, engraved, stamped or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to such a certificate so countersigned ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.
     Section 2 — Transfer of Shares. Shares of the Corporation shall be transferable upon the books of the Corporation by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Corporation or its agents may reasonably require.

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     Section 3 — Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Corporation a bond containing such terms as the Board may require to protect the Corporation or any person injured by the execution and delivery of a new certificate.
     Section 4 — Transfer Agents and Registrars. The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.
     Section 5 — Closing the Transfer Books. For any lawful purposes, including without limitation, the determination of the shareholders who are entitled to:
     (a) Receive notice of or to vote at a meeting of shareholders;
     (b) Receive payment of any dividend or distribution;
     (c) Receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or
     (d) Participate in the execution of written consents, waivers or releases,
the Board may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (a), (b) and (c) above, shall not be more than sixty (60) days preceding the date of the meeting of shareholders or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. The record date for the purpose of the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall continue to be the record date for all adjournments of such meeting, unless the Board or the persons who shall have fixed the original record date shall, subject to the limitations set forth in this Article, fix another date; and, in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of such date in accordance with the same requirements as those applying to a meeting newly called. The Board may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Article, including the date of the meeting of shareholders and the period ending with the date, if any, to which adjourned.

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ARTICLE III
BOARD OF DIRECTORS
     Section 1 — Authority. Except where the law, the Articles of Incorporation, or these Regulations require action to be authorized or taken by the shareholders, all of the authority of the Corporation shall be exercised by the directors.
     Section 2 — Number of; Qualifications; Nominations. The Board of Directors of the Corporation shall consist of such number of directors as may be determined from time to time by resolution adopted by the shareholders at a meeting called for the purpose of electing directors, but in no event shall the number of directors exceed twenty-four (24). No reduction in the number of the directors shall of itself have the effect of shortening the term of an incumbent director. A director need not be a shareholder of the Corporation.
     Nominations for the election of directors may be made by the Board of Directors or by any shareholder entitled to vote in the election of directors. However, any shareholder entitled to vote in the election of directors at a meeting may nominate a director only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (a) with respect to an election to be held at an Annual Meeting of Shareholders, ninety (90) days in advance of the date established by the Code of Regulations for the holding of such meeting, and (b) with respect to an election to be held at a Special Meeting of Shareholders for the election of directors, the close of business on the seventh (7th) day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated, (b) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors, and (e) the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
     The Board of Directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year; and at the Annual Meeting of Shareholders in 1988, directors of the first class shall be elected to hold office for a term expiring at the next succeeding Annual Meeting; directors of the second class shall be elected to hold office for a term expiring at the second succeeding Annual Meeting; and directors of the third class shall be elected to hold office for a term expiring at the third succeeding Annual Meeting. Thereafter, at

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each Annual Meeting of shareholders, the successors to the class of directors whose term shall then expire, shall be elected to hold office until the third succeeding Annual Meeting after such election and until their successors are elected and qualified. When the number of directors is changed the newly established directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible.
     Section 3 — Election of Directors; Vacancies. The directors shall be elected at each Annual Meeting of Shareholders or at a special meeting called for the purpose of electing directors. At a meeting of shareholders at which the directors are to be elected, only persons nominated as candidates shall be eligible for election as directors, and the candidates receiving the greatest number of votes shall be elected. In the event of the occurrence of any vacancy or vacancies of the Board, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the unexpired term.
     Section 4 — Term of Office; Resignations; Removal. Directors shall hold office until the Annual Meeting of Shareholders at which their term expires and until their successors are elected, or until their earlier resignation, removal from office, or death. No director may be removed during the term of office for which he was elected, by shareholders or otherwise, except for good cause, and if removed by shareholders for good cause, only by a vote of two-thirds (2/3) of the shares of capital stock outstanding entitled to vote for directors generally. Any director may resign at any time by oral statement to that effect made at a meeting of the Board or in writing to that effect delivered to the Secretary, such resignation to take effect immediately or at such other time as the director may specify.
     Section 5 — Meetings. Immediately after each Annual Meeting of the Shareholders, the newly elected directors shall hold an organizational meeting at the place where such Annual Meeting was held, for the purpose of electing officers and transacting any other business. Other meetings of the Board may be held at any time within or without the State of Ohio in accordance with these Regulations, resolutions or other act by the Board. The Secretary shall give written notice of the time and place of all meetings of the Board of Directors, other than the organizational meetings, to each member of the Board at least three (3) days before the meeting. Written notice of meetings of the Board of Directors may be waived in writing by any director. The presence of a director at a meeting of the Board of Directors without protesting, prior to or at the commencement of the meeting, a lack of proper notice shall be deemed a waiver by him of notice of such meeting.
     Section 6 — Quorum; Adjournment. A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn such meeting from time to time. If any meeting is adjourned, notice of adjournment need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority of those present except as in these Regulations otherwise expressly provided.
     Section 7 — Appointment of Committees. The Board of Directors may appoint such committees, in addition to the Executive Committee, as it may consider proper, and such committees

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shall exercise such powers and duties as the Board from time to time may prescribe.
     Section 8 — Contracts. Inasmuch as it is in the best interest of the Corporation to attract as directors men of large and diversified business interests, some of whom are likely to be connected with other corporations with which, from time to time, the Corporation must have business dealings, no contract or other transaction between the Corporation, any other person, corporation or legal entity shall be affected by the fact that directors of the Corporation are partners in, officers or directors of, or otherwise interested in any such other person, corporation or legal entity, provided such contract or transaction shall be approved or ratified by the affirmative vote of a majority of the members of the Board of Directors not so interested
     Section 9 — Bylaws. The Board may adopt bylaws for its own government, not inconsistent with the Articles of Incorporation or these Regulations.
ARTICLE IV
EXECUTIVE COMMITTEE
     Section 1 — Membership; Appointment. The Board may appoint an Executive Committee comprised of not less than five (5) directors, which shall include the Chief Executive Officer and shall also include the Chairman if the Chairman is not also the Chief Executive Officer. The directors may appoint one or more directors as alternative members of the Committee, who may take the place of any absent member or members at any meeting of the Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board.
     Section 2 — Powers; Duties. The Executive Committee shall advise with and aid the officers of the Corporation in all matters concerning its interests and the management of its business. When the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Board, so far as such may be delegated legally, with reference to the conduct of the business of the Corporation, except that the Executive Committee shall not take any action to amend the Articles of Incorporation or the Regulations, to elect directors to fill vacancies of the Board, to fix the compensation of directors for services in any capacity, to fill vacancies on the Executive Committee or change its membership, to elect or remove officers of the Corporation, or to declare dividends.
     Section 3 — Meetings. Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Other meetings of the Executive Committee may be called by any member thereof, either by oral, telegraphic or written notice, not later than the day prior to the date set for such meeting. Such notice shall state the time and place of the meeting and, if by telegraph or in writing, shall be addressed to each member at his address as shown by the records of the Secretary. Upon request by any member, the Secretary shall give the required notice calling the meeting. Written notice of meetings of the Executive Committee may be waived in writing by any member thereof. The presence of a member thereof at a meeting of the Executive Committee without protesting prior to or at the commencement of said meeting the lack of proper notice, shall be deemed a waiver by him of notice of such meeting.

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     Section 4 — Quorum. At any meeting of the Executive Committee, a majority of its members shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present.
     Section 5 — Record of Meetings. The Executive Committee shall appoint its Secretary, who shall keep the minutes of the meetings of the Executive Committee and cause them to be recorded in a book kept at his office for that purpose. These minutes shall be presented to the Board from time to time for their information.
ARTICLE V
OFFICERS
     Section 1 — Chairman of the Board; Chairman and Chief Executive Officer. If the Board of Directors determines that one of its members should be Chairman of the Board and elects one of its members to that office, he shall preside at all meetings of the Board of Directors and perform such other duties as shall be assigned to him from time to time by the Board of Directors. The Board of Directors may also, in its discretion, designate such Chairman as “Chairman and Chief Executive Officer” of the Corporation, in which event he shall preside at meetings of shareholders as well as the Board of Directors and, subject to the direction and under the supervision of the Board of Directors or Executive Committee, shall have general charge of the business affairs and property of the Corporation, and control over its officers, agents and employees.
     Section 2 — Election and Designation of Officers. The Executive Officers of the Corporation shall be a Chairman and Chief Executive Officer (if the Board of Directors, in its discretion, determines to make such appointment), a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be elected by the Board at its Annual Meeting. There may also be one or more Assistant Secretaries and Assistant Treasurers, as may from time to time be elected by the Board. The President shall be a director, but no one of the other officers need be a director. Any two (2) or more of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged or verified by two (2) or more officers.
     Section 3 — Term of Office; Vacancies. The officers of the Corporation shall hold office until the next organizational meeting of the Board and until their successors are elected, except in case of resignation, death or removal. The Board, without prejudice to the contract rights of such officer, may remove any officer at any time, with or without cause, by a majority vote. The Board may fill any vacancy in any office occurring from whatever reason, may delegate to one (1) or more officers any of the duties of any officer or officers and prescribe the duties of any officer.
     Section 4 — President; Duties. Unless the Board has designated a Chairman of the Board of

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Directors, the President shall preside at all meetings of the Board. Unless the Board has designated a Chairman and Chief Executive Officer, or if the Chairman and Chief Executive Officer is absent or disabled, or if circumstances prevent the Chairman and Chief Executive Officer from acting, the President shall preside at meetings of shareholders and shall be the Chief Executive Officer of the Corporation and, subject to the direction and control and under the supervision of the Board of Directors and Executive Committee, shall have general charge of the business affairs and property of the Corporation and control over its officers, agents and employees. He shall (subject to the direction of the Chairman and Chief Executive Officer, if such be designated), in general, perform all duties and have all powers incident to the office of President and shall perform such other duties and have such other powers as from time to time may be assigned to him by these Regulations or by the Board of Directors.
     Section 5 — Vice President; Duties. Each Vice President shall have the powers and duties incident to that office and shall have such other duties as may be prescribed from time to time by the Board of Directors or by the President. In case of the absence or disability of the President, or when circumstances prevent the President from acting, the Vice Presidents of the Corporation shall perform all the duties and possess all the authority of the President and shall have priority in the performance of such duties and exercise of such authority in the order of their first election to office. Each Vice President may sign and execute on behalf and in the name of the Corporation, bonds, contracts, instruments and documents authorized by the Board.
     Section 6 — Secretary; Duties. The Secretary shall attend all meetings of the shareholders and of the Board and act as Secretary thereof, and shall keep the minutes thereof in books of the Corporation provided for that purpose and, when required, he shall perform like duties for the standing committees, if any, elected or appointed by the Board; he shall see that proper notice, when required, is given of all meetings of the shareholders and of the Board; he may sign, with the President or any Vice President, on behalf and in the name of the Corporation, all contracts and other instruments authorized by the Board or the Executive Committee; he may sign or his facsimile signature, with that of the President or one of the Vice Presidents, may be used to sign certificates for shares of the capital stock of the Corporation; he shall keep in safe custody the seal of the Corporation and, whenever authorized by the Board or the Executive Committee, shall attest and affix the seal to any contract or other instrument requiring the same; he shall keep in safe custody all contracts and such books, records and other papers as the Board or the Executive Committee may direct, all of which shall, at all reasonable times, be open to the examination of any director, upon application at the office of the Corporation during business hours, and he shall, in general, perform all the duties usually incident to the office of Secretary, subject to the control of the Board and the Executive Committee.
     Section 7 — Treasurer; Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Corporation, and shall have the care and custody of all funds and securities of the Corporation and deposit such funds in the name of the Corporation in such bank or banks as the Board or the Executive Committee may designate. The

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Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money and any negotiable instruments of the Corporation, but no such instrument shall be signed in blank. He shall disburse the funds of the Corporation as may be ordered by the Board, the Executive Committee, or the President. The Treasurer shall at all reasonable times exhibit the books and accounts to any director and, also, provided the Board or Executive Committee or the President so orders, to any shareholder of the Corporation upon application at the offices of the Corporation by such shareholder during business hours; and he shall give such bonds for the faithful performance of his duties as the Board or the Executive Committee or the President may determine, and he shall perform such other duties as may be incident to his office.
     Section 8 — Other Officers; Duties. The Assistant Secretaries and Assistant Treasurers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers.
ARTICLE VI
COMPENSATION
     The Board, by the affirmative vote of a majority of the directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation, which may include pension, disability and death benefits, for services to the Corporation by directors and officers, or to delegate such authority to one or more officers or directors.
ARTICLE VII
EXECUTION OF CONTRACTS
VOUCHERS AND NEGOTIABLE INSTRUMENTS
     The Board or the Executive Committee may authorize any of the officers of the Corporation or any other person or persons, either singly or with another such officer or person as said Board or Committee may direct, to sign, on behalf of and in the name of the Corporation, contracts, indentures, deeds, conveyances, leases, declarations, communications and other instruments and documents, and the Board or the Executive Committee may authorize any of the officers of the Corporation or any other person or persons, either singly or with another such officer or person as said Board or Committee may direct, to sign on behalf of and in the name of the Corporation, manually or by facsimile signature, checks, drafts, notes, bonds, debentures, bills of exchange and orders for the payment of money. In case any of the officers of the Corporation who shall have signed, or whose facsimile signature or signatures shall have been used, as aforesaid, upon any such document, instrument or security shall cease to be such officer of the Corporation before such document, instrument or security shall have been delivered or issued, such document, instrument or security, upon due delivery or issuance thereof, shall be valid and effective as though the person or persons who signed or whose facsimile signature or signatures were used upon such document, instrument or security had not ceased to be such officer of the Corporation.
ARTICLE VIII
AUTHORITY TO TRANSFER AND VOTE SECURITIES

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     The President and each Vice President of the Corporation are each authorized to sign the name of the Corporation and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Corporation and to issue the necessary powers of attorney for the same; and each such officer is authorized, on behalf of the Corporation, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.
ARTICLE IX
SEAL
     The seal of the Corporation shall be circular, about two inches in diameter, with the name of the Corporation engraved around the margin and the word “SEAL” engraved across the center. It shall remain in the custody of the Secretary and it, or a facsimile thereof, shall be affixed to all certificates of the Corporation’s shares. If deemed advisable by the Board of Directors, a duplicate seal may be kept and used by any other officer of the Corporation, or by any Transfer Agent of its shares.
ARTICLE X
AMENDMENTS
     The Regulations of the Corporation may be amended or new Regulations may be adopted by the shareholders at a meeting held for such purpose by an affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal, or without a meeting by written consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal.
ARTICLE XI
OHIO CONTROL SHARE ACQUISITION ACT NOT APPLICABLE
     The provisions of Section 1701.831 of the Ohio Revised Code, as amended, requiring shareholder approval of control share acquisitions, as defined in Section 1701.01(Z) of such Code, as amended, shall not be applicable to the Corporation.
As of April 18, 2007

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EX-31.1 4 l27259aexv31w1.htm EX-31.1 EX-31.1
 

Exhibit 31.1
CERTIFICATIONS
I, Paul G. Greig, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of FirstMerit Corporation;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15(f) and 15d —15(f) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: August 3, 2007  By:   /s/ Paul G. Greig    
    President and   
    Chief Executive Officer   
 

 

EX-31.2 5 l27259aexv31w2.htm EX-31.2 EX-31.2
 

Exhibit 31.2
CERTIFICATIONS
I, Terrence E. Bichsel, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of FirstMerit Corporation;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under his supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: August 3, 2007  By:   /s/ Terrence E. Bichsel    
    Executive Vice President and   
    Chief Financial Officer   
 

 

EX-32.1 6 l27259aexv32w1.htm EX-32.1 EX-32.1
 

Exhibit 32.1
SECTION 1350 CERTIFICATIONS
Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of FirstMerit Corporation (the “Corporation”), hereby certifies that the Corporation’s Form 10-Q to which this certificate is attached (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
         
     
Date: August 3, 2007  By:   /s/ Paul G. Greig    
    President and   
    Chief Executive Officer   
 
     
  By:   /s/ Terrence E. Bichsel    
    Executive Vice President   
    and Chief Financial Officer   
 
A signed original of this written statement has been provided to FirstMerit Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

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