Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On October 28, 2008, the Board of Directors of First Merchants Corporation amended Article V, Section 1 of the Corporation's Bylaws to provide for: (i) ten (10) Directors rather than the previous eleven
(11) and (ii) three (3) Class III Directors rather than the previous four (4). The amendment eliminated a vacancy which had previously existed on the First Merchants Corporation Board of Directors.

Item 9.01. Financial Statements and Exhibits.

(d) (3.1) Article V, Section 1 of the Corporation's Bylaws, as amended October 28, 2008