8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 22, 2009

FIRSTMERIT CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	0-10161	34-1339938
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

III Cascade Plaza, 7th Floor Akron, Ohio	44308
(Address of principal executive offices)	(Zip Code)

(330) 996-6300
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On April 22, 2009, FirstMerit Corporation (the “Company”) entered into a Repurchase Letter Agreement (the “Repurchase Agreement”) with the United States Department of the Treasury (the “Treasury”), pursuant to which the Company repurchased all 125,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, each without par value and having a liquidation preference of $1,000 per share (the “Preferred Shares”) for an aggregate purchase price of approximately $126,163,194, which includes all accrued and unpaid dividends. Previously, on January 9, 2009, the Company issued and sold the Preferred Shares, along with a warrant to purchase 952,260 shares of the Company’s common stock, to the Treasury for an aggregate purchase price of $125.0 million as part of the Treasury’s Troubled Assets Relief Program Capital Purchase Program, pursuant to a Purchase Letter Agreement (the “Purchase Agreement”).

     The repurchase of the Preferred Shares by the Company has the effect of terminating the Company’s continuing obligations under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Company had agreed to certain limitations and restrictions relative to its common stock for the period during which the Preferred Shares were outstanding (as set forth in more detail in the Company’s Current Report on Form 8-K filed with the Commission on January 9, 2009). However, as a result of the Company’s repurchase of the Preferred Shares, all such restrictions and limitations are terminated, along with the Purchase Agreement.

     Pursuant to the terms of the Repurchase Agreement, the Company has 15 days to deliver notice to the Treasury of its intent to repurchase the warrant, otherwise the Treasury will be permitted to liquidate the warrant. A copy of the Repurchase Agreement is attached as Exhibit 10.1 hereto and incorporated by reference into Items 1.01 and 1.02 of this Current Report on Form 8-K.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     The description under “ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT” is incorporated by reference into this Item 1.02.

ITEM 8.01 OTHER EVENTS.

     On April 22, 2009, the Company issued a press release announcing the repurchase transaction described above under “ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.” A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

Exhibit
Number	Description
10.1	Repurchase Letter Agreement, dated April 22, 2009, between FirstMerit Corporation and the United States Department of the Treasury.
99.1	Press Release, dated April 22, 2009.

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 hereunto duly authorized.

FirstMerit Corporation
By:	/s/ Terrence E. Bichsel
	Terrence E. Bichsel
	Executive Vice President and Chief Financial Officer

Date: April 23, 2009

EX-10.1

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220

April 22, 2009

Ladies and Gentlemen:

     Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

     In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

     (a) The Company hereby acknowledges receipt from the Investor of the share certificate set forth on Schedule A hereto representing the Preferred Shares; and

     (b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

     The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant or Substitute Warrant (as defined below) with respect to, and/or exercise the Warrant or Substitute Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

     In addition, the Company agrees that within 15 calendar days of the date hereof the Company shall either (a) deliver to the Investor a notice of intent to repurchase the Warrant in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase

Notice”), or (b) issue and deliver to the Investor a new warrant, in substantially the form of the Warrant, except with the deletion of Section 13(H) thereof, to purchase the number of shares of Common Stock into which the Warrant is then exercisable (the “Substitute Warrant”), which Substitute Warrant shall be deemed the “Warrant” for all purposes under the Securities Purchase Agreement.

     In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Company shall deliver a Substitute Warrant to the Investor within 5 calendar days of the earlier of the failure to agree on the Fair Market Value and the revocation of the Warrant Repurchase Notice.

     Effective as of the date of receipt of the Substitute Warrant, if applicable, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Substitute Warrant.

     This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

     This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

[Remainder of this page intentionally left blank]

     In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Neel Kashkari
	Name:	Neel Kashkari
	Title:	Interim Assistant Secretary for Financial Stability
COMPANY: FIRSTMERIT CORPORATION
By:	/s/ Paul G. Greig
	Name:	Paul G. Greig
	Title:	Chairman, President and Chief Executive Officer

SCHEDULE A

General Information:

Date of Letter Agreement incorporating the Securities
Purchase Agreement: January 9, 2009

Name of the Company: FirstMerit Corporation

Corporate or other organization of the Company: Corporation

Jurisdiction of organization of the Company: Ohio

Number and series of preferred stock issued to the
Investor at the Closing: 125,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A

Number of Initial Warrant Shares: 952,260

Terms of Repurchase:

Number of Preferred Shares repurchased by the
Company: 125,000

Share certificate number (representing the Preferred
Shares previously issued to the Investor at the
Closing): A1

Per share Liquidation Amount of Preferred Shares: $1,000.00

Accrued and unpaid dividends on Preferred Shares: $1,163,194.44

Aggregate purchase price for Repurchased Preferred
Shares: $126,163,194.44

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FirstMerit Corporation
Analysts: Thomas O’Malley/Investor Relations Officer
Phone: 330.384.7109
Media Contact: Robert Townsend/Media Relations Officer
Phone: 330.384.7075

FirstMerit Corporation Completes Repurchase of Preferred Stock from
the U.S. Department of Treasury

Akron, Ohio (April 22, 2009) — FirstMerit Corporation (Nasdaq: FMER) announced today that it has completed the repurchase of all 125,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, each without par value and having a liquidation preference of $1,000 per share, from the United States Department of the Treasury. The preferred shares were repurchased at a price of approximately $126,163,194, which includes accrued and unpaid dividends of approximately $1,163,194. Previously, in January 2009, FirstMerit issued and sold the preferred shares, along with a warrant to purchase 952,260 shares of FirstMerit’s common stock, to the Treasury pursuant to the Capital Purchase Program of the Treasury’s Troubled Assets Relief Program.

“As indicated in our press release issued on April 16, 2009, we believe that our repurchase of the preferred shares is in the best long-term interest of our shareholders,” said Paul G. Greig, Chairman, President and Chief Executive Officer of FirstMerit Corporation. “Based upon our strong capital position, we are well positioned to continue our current lending practices in the communities we serve and are able to send a strong message to our shareholders that we are a stable and secure institution.”

—more—

FirstMerit Completes Repurchase of Preferred Stock / Page 2

FirstMerit has 15 days from the repurchase date to determine if it will offer to repurchase the common share warrant issued to the Treasury or allow the Treasury to liquidate the warrant in the open market. FirstMerit is evaluating whether it will repurchase the warrant.

About FirstMerit

FirstMerit Corporation is a diversified financial services company headquartered in Akron, Ohio, with assets of $11.1 billion as of December 31, 2008 and 160 banking offices and 182 ATMs in 25 Ohio and Western Pennsylvania counties. FirstMerit provides a complete range of banking and other financial services to consumers and businesses through its core operations. Principal wholly-owned subsidiaries include: FirstMerit Bank, N.A., FirstMerit Mortgage Corporation, FirstMerit Title Agency, Ltd., and FirstMerit Community Development Corporation.

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