Item 8.01. Other Events.

On March 31, 2009, four (4) of the wholly-owned subsidiary banks (collectively, the "Banks") of First Merchants Corporation (the "Corporation"), completed the issuance and sale of an aggregate of $79,000,000 of 2.625% Senior Notes due March 30, 2012 (the "Notes") through a pooled offering. Including the FDIC fee, underwriting, legal and accounting expenses the effective rate will be 3.812%. The Banks include First Merchants Bank, Lafayette Bank and Trust Company, Commerce National Bank and Lincoln Bank. The Notes are guaranteed by the Federal Deposit Insurance Corporation under its Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States. The Notes are issued by the Banks and are not obligations of, or guaranteed by, the Corporation.

In connection with the FDIC's Temporary Liquidity Guarantee Program, each Bank entered into a Master Agreement with the FDIC on January 16, 2009. The Master Agreement contains, among other things, certain terms and conditions that must be included in the governing documents for any senior debt securities issued by the Banks that are guaranteed pursuant to the FDIC's Temporary Liquidity Guarantee Program.