Prospectus excerpt:  FirstMerit Corporation is offering 4,000,000 depositary shares, which we refer to as the Depositary Shares. Each Depositary Share represents a 1/40th ownership interest in a share of our 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value, $1,000 liquidation preference per share (equivalent to $25 per Depositary Share), which we refer to as the Preferred Stock, deposited with American Stock Transfer & Trust Company as depositary, or the Depositary. As a holder of Depositary Shares, you will be entitled to all proportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the Depositary.

We intend to use the net proceeds of this offering, together with the net proceeds from an offering of our subordinated notes, to purchase from the United States Department of the Treasury, or the U.S. Treasury, in connection with our acquisition, or the Acquisition, of Citizens Republic Bancorp, Inc., or Citizens, CitizensÆ outstanding Series A cumulative preferred stock, or Citizens TARP Preferred, which Citizens issued to the U.S. Treasury as part of the Troubled Asset Relief Program, or TARP, at its liquidation preference, plus all accrued, cumulated and unpaid dividends. The consummation of this offering is not conditioned upon the consummation of our subordinated debt offering or the Acquisition or the purchase of the Citizens TARP Preferred in connection with the Acquisition or any other offering of our securities.

Dividends on the Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the 4th day of February, May, August and November of each year, commencing on May 4, 2013, at a rate per annum equal to 5.875%. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Preferred Stock before the dividend payment date for any dividend period, such dividend shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. If any day that would otherwise be a dividend payment date is not a business day, then the next business day will be the applicable dividend payment date.

The Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding unless redeemed. The Preferred Stock may be redeemed at our option, in whole or in part, from time to time, on or after February 4, 2018, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends (without regard to any undeclared dividends) on any dividend payment date. The Preferred Stock also may be redeemed at our option on any dividend payment date in whole, but not in part, within 90 days following the occurrence of a ôregulatory capital treatment event,ö as described herein, at a redemption price equal to $1,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends. Any redemption of the Preferred Stock is subject to prior approval of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, and you should not expect that we will redeem the Preferred Stock when it first becomes redeemable or thereafter. The Preferred Stock will not have voting rights, except as set forth under ôDescription of the Preferred StockùVoting Rights.ö A holder of Depositary Shares will be entitled to direct the Depositary how to vote in such circumstances.