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

(d) At its Annual Meeting on May 6, 2009, Patrick A. Sherman was elected to the Board of Directors of First Merchants Corporation (the "Corporation"). At its meeting on July 28, 2009, the Corporation's Board of Directors appointed Mr. Sherman to its Audit Committee.

(e) Effective July 28, 2009, the Corporation entered into a Change of Control Agreement with John J. Martin, its Senior Vice President and Chief Credit Officer. This agreement provides for certain payments to be made to Mr. Martin upon certain "Changes in Control" of the Corporation. A copy of this agreement is attached hereto as Exhibit 10.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) At its meeting on July 28, 2009, the Board of Directors of the Corporation adopted an amendment to Article V, Section 1 of the Corporation's Bylaws in order to avoid the application of Enrolled Act, Senate Bill 0450, enacted by the Indiana General Assembly, which became effective on July 1, 2009. Without the amendment, the Senate Enrolled Act would have required the Corporation to maintain staggered terms of its Board of Directors and directed the method by which the Board terms must be staggered. A copy of amended Article V, Section I of the Corporation's Bylaws is attached here to as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) (3.1) Article V, Section 1 of the Corporation's Bylaws, as amended July 28, 2009

(10.1) John J. Martin Change of Control Agreement, dated July 28, 2009.

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