As previously disclosed, on September 12, 2012, FirstMerit Corporation, an Ohio corporation ("FirstMerit"), and Citizens Republic Bancorp, Inc. ("Citizens"), a Michigan corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that Citizens will merge with and into FirstMerit (the "Merger"). At the effective time of the Merger, the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Citizens issued to the United States Department of the Treasury ("Treasury") as part of the Troubled Assets Relief Program's Capital Purchase Program (the "TARP Preferred") will be cancelled and converted into the right to receive cash in the aggregate amount equal to the liquidation preference of the TARP Preferred plus all accrued, cumulated and unpaid dividends thereon.

On February 19, 2013, Treasury, FirstMerit and Citizens entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which FirstMerit agreed to Purchase from Treasury each share of TARP Preferred issued and outstanding immediately prior to the effective time of the Merger at an aggregate amount equal to (a) the aggregate liquidation preference of the TARP Preferred ($300.0 million) plus (b) all accrued, cumulated and unpaid dividends owing by Citizens on the TARP Preferred. As of September 30, 2012, the amount of accrued, cumulated and unpaid dividends on the TARP Preferred was approximately $44.2 million. The Purchase Agreement also provides for a proxy from Treasury agreeing to vote all shares of the TARP Preferred for approval of the Merger, provided that the holders of a sufficient number shares of Citizens common stock vote to approve the Merger.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Securities Purchase Agreement, dated as of February 19, 2013, by and
             among the United States Department of the Treasury, FirstMerit
             Corporation and Citizens Republic Bancorp, Inc. (incorporated by
             reference from Exhibit 10.54 to the Registration Statement on Form
             S-4/A filed by FirstMerit Corporation on February 21, 2013
             (Registration No. 333-18521))