Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On March 3, 2009, Michael L. Cox, a director of First Merchants Corporation (the "Corporation"), delivered his written resignation to the Corporation, effective as of the 2009 Annual Meeting of the Corporation's shareholders. Mr. Cox's resignation was in fulfillment of his obligations under his letter agreement with the Corporation, dated January 23, 2007.