Summary of FIRST MERCHANTS CORP

Completion of Acquisition or Disposition of Assets, Financial Statements and

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 31, 2008, First Merchants Corporation completed its previously announced acquisition of all of the assets of Lincoln Bancorp through the merger of Lincoln Bancorp with and into First Merchants Corporation (the "Merger").

As part of the Merger, shareholders of Lincoln Bancorp shall receive approximately 3,040,460 shares of First Merchants Corporation common stock and approximately $16.8 million in cash in exchange for their Lincoln Bancorp common shares. The form and amount of such consideration was arrived at through arms length negotiations between First Merchants Corporation and Lincoln Bancorp.

In connection with the Merger, shareholders of Lincoln Bancorp were offered the opportunity to elect to receive either 0.7004 shares of First Merchants Corporation common stock or $15.76 in cash in exchange for each Lincoln Bancorp common share owned by them. Pursuant to the terms of the Merger, under certain circumstances, the 0.7004 exchange ratio was subject to adjustment and the cash elections made by Lincoln Bancorp shareholders were subject to being converted into elections to receive stock. Although the 0.7004 exchange ratio will not be adjusted, the cash elections made by Lincoln shareholders will be proportionately converted into elections to receive stock in accordance with the terms of the Agreement of Reorganization and Merger referenced below. Cash will also be paid by First Merchants Corporation in lieu of issuing fractional shares resulting from the 0.7004 exchange ratio.

For further information regarding the terms of the Merger, see the Agreement of Reorganization and Merger between First Merchants Corporation and Lincoln Bancorp dated September 2, 2008, as amended on October 29, 2008, incorporated as an exhibit hereto.

A copy of the press release announcing consummation of the Merger is also filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

       (d)  Exhibits.

            Exhibit 2.1    Agreement of Reorganization and Merger by and between
                           First Merchants Corporation and Lincoln Bancorp dated
                           September 2, 2008, as amended  on  October 29,  2008.
                           (Incorporated  by  reference  to Exhibit  2 to  First
                           Merchants  Corporation's Pre-Effective  Amendment No.
                           4 to Form  S-4  filed November 26, 2008.)

            Exhibit 99.1      Press Release dated January 2, 2009.