Summary of FIRST MERCHANTS CORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

(b) Pursuant to his letter dated March 3, 2009, Michael L. Cox retired as a Director of First Merchants Corporation ("First Merchants"), effective as of the 2009 Annual Meeting of the Corporation's shareholders on May 6, 2009.

(e) 2009 Employee Stock Purchase Plan. On February 4, 2009, the Board adopted the First Merchants Corporation 2009 Employee Stock Purchase Plan (the "Stock Purchase Plan"), subject to shareholder approval, which was obtained at the 2009 Annual Meeting on May 6, 2009. The purpose of the Stock Purchase Plan is to provide eligible employees of First Merchants and its subsidiaries the opportunity to purchase shares of First Merchants common stock through quarterly offerings at a slightly discounted price using payroll deductions. The Stock Purchase Plan, which is intended to qualify as an employee stock purchase plan under Internal Revenue Code Section 423, has an effective date of July 1, 2009. It will replace the existing stock purchase plan that expires on June 30, 2009.

The following summary of the major features of the Stock Purchase Plan is subject to the specific provisions contained in the full text of the Stock Purchase Plan that is attached as an exhibit to this Current Report on Form 8-K.

Administration of the Plan; Term and Termination

The Compensation and Human Resources Committee of the Board of Directors of First Merchants, which is composed entirely of "independent directors," as defined in the NASDAQ Stock Market Rules, will administer the Stock Purchase Plan. The Committee has the authority, subject to the terms of the Stock Purchase Plan, to prescribe rules and regulations for the administration of the Stock Purchase Plan and interpret its provisions. The Stock Purchase Plan will continue until June 30, 2019, or, if earlier, until all of the stock allocated to the Stock Purchase Plan has been purchased. However, the Board may terminate the Stock Purchase Plan at any time or make such amendments to the Stock Purchase Plan as it deems advisable; except that no such amendment may be made without the approval of First Merchants' shareholders if it would materially (1) increase the benefits accruing to Stock Purchase Plan participants, (2) modify the requirements as to eligibility for participation in the Stock Purchase Plan,

(3) increase the number of shares which may be issued under the Stock Purchase Plan (except as described in the next paragraph), (4) increase the cost of the Stock Purchase Plan to First Merchants, or (5) alter the allocation of Stock Purchase Plan benefits among participants.

Stock Available under the Stock Purchase Plan

An aggregate of 1,000,000 shares of First Merchants common stock will be reserved for issuance pursuant to the Stock Purchase Plan over a 10 year period ending on June 30, 2019. The stock to be issued would be obtained by First Merchants by authorized purchases on the open market or from private sources, or by issuing authorized but unissued shares of stock. In the event of a change in the common stock through recapitalization, merger, consolidation, stock dividend or split, combination or exchanges of shares or otherwise, the Compensation and Human Resources Committee has the authority to make such equitable adjustments in the Stock Purchase Plan and the then outstanding shares as it deems necessary and appropriate including, but not limited to, changing the number of shares of common stock reserved under the Stock Purchase Plan and the price of the current offering. If the number of shares of common stock that participants become entitled to purchase under the Stock Purchase Plan is greater than the number of shares available, the available shares will be allocated by the Committee among the participants in such manner as it deems fair and equitable.

Eligibility

All employees of First Merchants and its participating subsidiaries are eligible to participate in the Stock Purchase Plan, beginning on the first day of the calendar quarter after the employee completes an "introductory period" (generally, 90 calendar days of employment). At the present time, there are approximately 1,329 employees who would be eligible to participate in the Stock Purchase Plan.

Offering Periods

The Stock Purchase Plan provides a series of 3-month offering periods, commencing on the first day and ending on the last trading day of each calendar quarter, for purchase of First Merchants common stock by participating employees. The Compensation and Human Resources Committee has the authority to change the duration and/or frequency of the offering periods.

Participation; Payroll Deductions

Eligible employees may participate in the Stock Purchase Plan by authorizing a payroll deduction for such purpose prior to the beginning of an offering period. The Compensation and Human Resources Committee may, on a nondiscriminatory basis, establish a maximum percentage of compensation that a participant may apply to the purchase of stock under the Stock Purchase Plan; and it may suspend an offering at any time if it determines that such action is required by law or is in First Merchants' best interests. First Merchants will establish payroll deduction accounts for all funds received or held under the Stock Purchase Plan, on which interest will accrue for the benefit of participants unless otherwise determined by the Committee.

Subject to the rules established from time to time by the Committee, (1) participants who do not discontinue or change their rate of payroll deductions will continue to participate in the Stock Purchase Plan at the originally elected rate throughout the offering period and future offering periods,
(2) participants will be allowed to increase or decrease their rate of payroll deductions as of the beginning of any offering period, and (3) participants will be allowed, at any time during an offering period, to discontinue payroll deductions and withdraw the entire balance of their account, if any, and thereby withdraw from participation in an offering. In the event of a participant's death, retirement or termination of employment, his or her participation in any offering under the Stock Purchase Plan shall cease.

Purchase of Shares; Limitations; Price

At the end of each offering period, the balance of each participant's payroll deduction account will be applied towards the purchase of the largest number of full shares of First Merchants common stock possible, at a price equal to 85% of the average of the closing prices for the stock on each trading day during the offering period, as reported by NASDAQ; provided, however, in no event will this price be less than the lesser of (1) 85% of the closing price of the stock, as reported by NASDAQ, on the first day of the offering period, or (2) 85% of the closing price of the stock, as reported by NASDAQ, on the last day of the offering period. No participant will be allowed to purchase more than $25,000 in fair market value (determined as the closing price of the stock, as reported by NASDAQ, on the last day of the offering period for which the purchase right is granted) of First Merchants common stock under the Stock Purchase Plan, and any other stock purchase plan maintained by First Merchants or a parent or subsidiary of First Merchants that is qualified under Internal Revenue Code
Section 423, for any one calendar year. No fractional shares may be purchased under the Stock Purchase Plan. Any balance remaining in a participant's payroll deduction account at the end of an offering period after the purchase of First Merchants common stock shall be held in the account and applied to the purchase of shares under the next offering, unless the participant withdraws from, elects not to participate in, or is ineligible to participate in the next offering, in which case such balance shall be paid to the participant.

Stock Accounts; Transfer of Interests

A book entry account will be established in each participant's name. Each participant will be the beneficial owner and will have all rights of beneficial ownership in the First Merchants common stock purchased under the Stock Purchase Plan and credited to the participant's stock account. First Merchants or its nominee will retain custody of the stock purchased under the Stock Purchase Plan until the participant requests that it be sold, transferred or delivered. A participant may request that a stock certificate, representing all or part of the shares of stock credited to his or her account, be issued and delivered to the participant at any time. The Stock Purchase Plan restricts the right of participants to transfer interests, options, rights or benefits arising under the Stock Purchase Plan. However, there are no restrictions upon the resale of shares issued to or for the benefit of participants under the Stock Purchase Plan.

Stock Purchase Plan Benefits

The Stock Purchase Plan will not become effective until July 1, 2009. Therefore, no purchase rights have been granted or shares of common stock issued under the Stock Purchase Plan. Since benefits under the Stock Purchase Plan are dependent on the fair market value of First Merchants common stock as of various future dates and individual participants' elections, it is not possible to determine the benefits that will be received by participants under the Stock Purchase Plan, including executive officers who elect to participate.

(e) 2009 Long-Term Equity Incentive Plan. On February 4, 2009, the Board adopted the First Merchants Corporation 2009 Long-Term Equity Incentive Plan (the "Equity Incentive Plan"), subject to shareholder approval, which was obtained at the 2009 Annual Meeting on May 6, 2009. The Equity Incentive Plan is designed to promote the interests of First Merchants and its shareholders by providing stock-based incentives to participating employees and non-employee directors who are expected to contribute materially to the success of First Merchants and its subsidiaries. The Equity Incentive Plan provides a means of rewarding employee performance while encouraging participants to own First Merchants stock. First Merchants believes the Equity Incentive Plan will assist its efforts to attract and retain quality employees and non-employee directors. The Equity Incentive Plan will replace the existing long-term equity incentive plan, under which no further awards of stock or stock options may be made.

The following summary of the major features of the Equity Incentive Plan is subject to the specific provisions contained in the full text of the Equity Incentive Plan attached as an exhibit to this Current Report on Form 8-K.

Administration of the Equity Incentive Plan; Term and Termination

The Compensation and Human Resources Committee will also administer the Equity Incentive Plan. The Committee has the authority, subject to the terms of the Plan, to: (i) select the employees who will receive awards, (ii) grant awards,
(iii) determine the types and sizes of awards to be granted to employees (but not to non-employee directors, who are granted a fixed number of stock options annually), (iv) determine the terms, conditions, vesting periods, and restrictions applicable to awards (other than non-employee director stock options), (v) adopt, alter, and repeal administrative rules and practices governing the Plan, (vi) interpret the terms and provisions of the Equity Incentive Plan and any awards granted under the Equity Incentive Plan, (vii) prescribe the forms of any award agreements or other instruments relating to awards, and (viii) otherwise supervise the administration of the Equity Incentive Plan. The Committee may delegate any of its authority to any other person or persons that it deems appropriate with respect to awards granted to employees who are not officers of First Merchants.

The Equity Incentive Plan will continue until May 5, 2019, after which no awards may be issued under the Plan. However, the Board may suspend or terminate the Equity Incentive Plan at any time or make such amendments to the Plan as it deems advisable; except that no such

amendment may be made without the approval of First Merchants' shareholders if required to satisfy NASDAQ Stock Market Rules or any applicable federal or state law or regulation.

Stock Available under the Equity Incentive Plan

The aggregate number of shares of First Merchants common stock available for grants of awards under the Equity Incentive Plan in a fiscal year is equal to the sum of (i) 1% of the number of common shares outstanding as of the last day of First Merchants' prior fiscal year, plus (ii) the sum of: (1) the number of shares that were available for grants of awards but not granted under the Equity Incentive Plan in any previous fiscal year; and (2) the number of shares that were reacquired by First Merchants during the immediately preceding fiscal year as the result of (A) the forfeiture of awards and/or the termination or cancellation of awards that were not exercised or did not vest, and (B) the transfer or surrender by participants of shares to pay the exercise price of a stock option and/or withholding taxes associated with an award. However, in no event will the number of shares available for grants of awards in any fiscal year exceed 1�% of the number of common shares outstanding as of the last day of the prior fiscal year. The aggregate number of common shares that may be issued under the Equity Incentive Plan upon the exercise of incentive stock options, as described in the Equity Incentive Plan and under Internal Revenue Code Section . . .