Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On January 21, 2009, the Board of Directors of First Merchants
Corporation amended Article V, Section 1 of the Corporation's Bylaws to provide
for a Board consisting of a number of Directors between nine (9) and fifteen
(15), as determined by a two-thirds (2/3) vote of the Board of Directors.
Previously, the Bylaws provided for ten (10) Directors. The Board of Directors
also adopted a resolution setting the number of Directors at eleven (11)
effective as of May 6, 2009 and increased the number of Class III Directors from
three (3) to four (4).