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| Indiana |  35-1544218 |
|---------|------------------|

| (State or other jurisdiction of | (I.R.S. Employer               |
|---------------------------------|--------------------------------|
|                            | incorporation or organization) | Identification No.) |

| 200 East Jackson | 47305-2814                               |
|------------------|------------------------------------------|
|             | Muncie, Indiana           | (Zip Code) |
|             | (Address of principal executive offices) |   |

| Title of Each Class | Name of each exchange on which registered   |
|---------------------|---------------------------------------------|
|                | Common Stock, $0.125 stated value per share | The NASDAQ Stock Market |

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| 3.1  | First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 10-K/A filed on March 31, 2009)                                                                         |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Bylaws of First Merchants Corporation dated October 28, 2009 (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2009)                                                                              |
| 4.1  | First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                   |
| 4.2  | Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                                                                   |
| 4.3  | Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                                                         |
| 4.4  | Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                         |
| 4.5  | Form of Certificate for the First Merchants Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series A dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009) |
| 4.6  | Warrant to Purchase Common Stock of First Merchants Corporation dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                   |
| 4.7  | First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Post-Effective Amendment No. 1 to Form S-3 filed on August 21, 2009)                                 |
| 4.8  | Amended and Restated Declaration of Trust, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                           |
| 4.9  | Indenture, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                           |
| 4.10 | First Supplemental Indenture, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                        |
| 4.11 | Guarantee Agreement, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                 |
| 4.12 | Form of Capital Securities Certificate of First Merchants Capital Trust III (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                    |
| 10.1 | First Merchants Corporation Senior Management Incentive Compensation Program, dated February 11, 2011 (1) (2)                                                                                                                   |
| 10.2 | First Merchants Corporation Equity Compensation Plan for Non-Employee Directors, effective April 29, 2008 (Incorporated by reference to the registrant's Form 10-Q filed on August 11, 2008) (1)                                |
| 10.3 | First Merchants Corporation Change of Control Agreement, as amended, with Mark K. Hardwick dated February 14, 2006 (Incorporated by reference to registrant's Form 8-K filed on March 9, 2006) (1)                              |
| 10.4 | First Merchants Corporation Change of Control Agreement with Michael C. Rechin dated December 13, 2005 (Incorporated by reference to registrant's Form 8-K filed on December 19, 2005) (1)                                      |
| 10.5 | First Merchants Corporation Change of Control Agreement with Robert R. Connors dated August 26, 2002 as amended on January 1, 2008 (Incorporated by reference to registrant's Form 8-K filed on January 3, 2008) (1)            |

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| 10.6   | First Merchants Corporation Change of Control Agreement with Kimberly J. Ellington dated January 1, 2005 as amended on January 1, 2008 (Incorporated by reference to registrant's Form 8-K filed on January 3, 2008) (1)                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.7   | First Merchants Corporation Change of Control Agreement with Jami L. Bradshaw dated October 23, 2007 (Incorporated by reference to registrant's Form 8-K filed on October 29, 2007) (1)                                                                                                                |
| 10.8   | First Merchants Corporation Change of Control Agreement with Jeffrey B. Lorentson dated October 23, 2007 (Incorporated by reference to registrant's Form 8-K filed on October 29, 2007) (1)                                                                                                            |
| 10.9   | First Merchants Corporation Change of Control Agreement with Michael J. Stewart dated April 28, 2008 (Incorporated by reference to registrant's Form 8-K filed on May 5, 2008.) (1)                                                                                                                    |
| 10.10  | First Merchants Corporation Change of Control Agreement with John J. Martin dated July 28, 2009 (Incorporated by reference to registrant’s form 8-K filed on August 3, 2009) (1)                                                                                                                 |
| 10.11  | Resolution of the Board of Directors of First Merchants Corporation on director compensation dated December 4, 2007 (Incorporated by reference to the registrant's Form 10-K for year ended December 31, 2007) (1)                                                                                     |
| 10.12  | First Merchants Corporation Supplemental Executive Retirement Plan and amendments thereto (Incorporated by reference to registrant's Form 10-K for year ended December 31, 1997) (1)                                                                                                                   |
| 10.13  | First Merchants Corporation 2009 Long-Term Equity Incentive Plan effective May 6, 2009 (Incorporated by reference to registrant's form 8-K filed on May 11, 2009) (1)                                                                                                                                  |
| 10.14  | First Merchants Corporation Defined Contribution Supplemental Retirement Plan dated January 1, 2006 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (1)                                                                                                                 |
| 10.15  | First Merchants Corporation Participation Agreement of Michael C. Rechin dated January 26, 2007 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (1)                                                                                                                |
| 10.16  | First Merchants Corporation 2009 Employee Stock Purchase Plan effective July 1, 2009 (Incorporated by reference to registrant's Form 8-K filed on May 11, 2009) (1)                                                                                                                                    |
| 10.17  | Letter Agreement dated February 20, 2009, between First Merchants Corporation and the United States Department of the Treasury, which includes the Securities Purchase Agreement-Standard Terms attached thereto (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009) |
| 10.18  | Form of Senior Executive Officer Letter Agreement dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                                                                                        |
| 10.19  | Form of Waiver dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                                                                                                                           |
| 10.20  | ARRA Letter Agreement dated February 20, 2009, between First Merchants Corporation and the United States Department of the Treasury (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                              |
| 10.21  | Form of Securities Purchase Agreement between First Merchants Corporation and six groups of institutional investors, dated March 30, 2010 (incorporated by reference to registrant’s Form 8K filed on March 30, 2010                                                                             |
| 10.22  | Exchange Agreement, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                                                                                         |
| 21     | Subsidiaries of Registrant (2)                                                                                                                                                                                                                                                                         |
| 23     | Consent of Independent Registered Public Accounting Firm (2)                                                                                                                                                                                                                                           |
| 24     | Limited Power of Attorney (2)                                                                                                                                                                                                                                                                          |
| 31.1   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)                                                                                                                                                                                               |
| 31.2   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)                                                                                                                                                                                               |
| 32     | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                                                            |
| 99.1   | Financial statements and independent registered public accounting firm's report for First Merchants Corporation 2009 Employee Stock Purchase Plan (2004) (2)                                                                                                                                           |
| 99.2   | Certification of Principal Executive Officer and Principal Financial Officer required under §111(b)(4) of the EESA                                                                                                                                                                                |
|   | (1) Management contract or compensatory plan.                                                                                                                                                                                                                                                          |
|   | (2) Filed herewith                                                                                                                                                                                                                                                                                     |

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| /s/ Michael C. Rechin            | /s/ Mark K. Hardwick              |
|----------------------------------|-----------------------------------|
| Michael C. Rechin, President and | Mark K. Hardwick, Executive Vice  |
|                             |                              | Chief Executive | President and Chief |
|                             |                              | Officer (Principal | Financial Officer |
|                             |                              | Executive Officer) | (Principal Financial |
|                             |                              |   | and Accounting Officer) |
|                             |                              |
| __________________               | /s/ Michael C. Rechin             |
|                             | Thomas B. Clark, Director         | Michael C. Rechin, Director |
|                             |                              |
| /s/ Jerry R. Engle*              | /s/ Charles E. Schalliol*         |
|                             | Jerry R. Engle, Director          | Charles E. Schalliol, Director |
|                             |                              |
| /s/ Roderick English*            | /s/ Patrick A. Sherman*           |
|                             | Roderick English, Director        | Patrick A. Sherman, Director |
|                             |                              |
| /s/ Dr. Jo Ann Gora*             | __________________                |
|                             | Dr. Jo Ann M. Gora, Director | Terry L. Walker, Director |
|                             |                              |
| /s/ William L. Hoy*              | /s/ Jean L. Wojtowicz*            |
|                             | William L. Hoy, Director          | Jean L. Wojtowicz, Director |
|                             |                              |
| /s/ Barry J. Hudson*             |                              |
|                             | Barry J. Hudson, Director         |   |

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| 3.1  | First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 10-K/A filed on March 31, 2009)                                                                         |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Bylaws of First Merchants Corporation dated October 28, 2009 (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2009)                                                                              |
| 4.1  | First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                   |
| 4.2  | Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                                                                   |
| 4.3  | Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                                                         |
| 4.4  | Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)                                                                         |
| 4.5  | Form of Certificate for the First Merchants Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series A dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009) |
| 4.6  | Warrant to Purchase Common Stock of First Merchants Corporation dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                   |
| 4.7  | First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Post-Effective Amendment No. 1 to Form S-3 filed on August 21, 2009)                                 |
| 4.8  | Amended and Restated Declaration of Trust, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                           |
| 4.9  | Indenture, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                           |
| 4.10 | First Supplemental Indenture, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                        |
| 4.11 | Guarantee Agreement, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                 |
| 4.12 | Form of Capital Securities Certificate of First Merchants Capital Trust III (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                    |
| 10.1 | First Merchants Corporation Senior Management Incentive Compensation Program, dated February 11, 2011 (1) (2)                                                                                                                   |
| 10.2 | First Merchants Corporation Equity Compensation Plan for Non-Employee Directors, effective April 29, 2008 (Incorporated by reference to the registrant's Form 10-Q filed on August 11, 2008) (1)                                |
| 10.3 | First Merchants Corporation Change of Control Agreement, as amended, with Mark K. Hardwick dated February 14, 2006 (Incorporated by reference to registrant's Form 8-K filed on March 9, 2006) (1)                              |
| 10.4 | First Merchants Corporation Change of Control Agreement with Michael C. Rechin dated December 13, 2005 (Incorporated by reference to registrant's Form 8-K filed on December 19, 2005) (1)                                      |
| 10.5 | First Merchants Corporation Change of Control Agreement with Robert R. Connors dated August 26, 2002 as amended on January 1, 2008 (Incorporated by reference to registrant's Form 8-K filed on January 3, 2008) (1)            |

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| 10.6   | First Merchants Corporation Change of Control Agreement with Kimberly J. Ellington dated January 1, 2005 as amended on January 1, 2008 (Incorporated by reference to registrant's Form 8-K filed on January 3, 2008) (1)                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.7   | First Merchants Corporation Change of Control Agreement with Jami L. Bradshaw dated October 23, 2007 (Incorporated by reference to registrant's Form 8-K filed on October 29, 2007) (1)                                                                                                                |
| 10.8   | First Merchants Corporation Change of Control Agreement with Jeffrey B. Lorentson dated October 23, 2007 (Incorporated by reference to registrant's Form 8-K filed on October 29, 2007) (1)                                                                                                            |
| 10.9   | First Merchants Corporation Change of Control Agreement with Michael J. Stewart dated April 28, 2008 (Incorporated by reference to registrant's Form 8-K filed on May 5, 2008.) (1)                                                                                                                    |
| 10.10  | First Merchants Corporation Change of Control Agreement with John J. Martin dated July 28, 2009 (Incorporated by reference to registrant’s form 8-K filed on August 3, 2009) (1)                                                                                                                 |
| 10.11  | Resolution of the Board of Directors of First Merchants Corporation on director compensation dated December 4, 2007 (Incorporated by reference to the registrant's Form 10-K for year ended December 31, 2007) (1)                                                                                     |
| 10.12  | First Merchants Corporation Supplemental Executive Retirement Plan and amendments thereto (Incorporated by reference to registrant's Form 10-K for year ended December 31, 1997) (1)                                                                                                                   |
| 10.13  | First Merchants Corporation 2009 Long-Term Equity Incentive Plan effective May 6, 2009 (Incorporated by reference to registrant's form 8-K filed on May 11, 2009) (1)                                                                                                                                  |
| 10.14  | First Merchants Corporation Defined Contribution Supplemental Retirement Plan dated January 1, 2006 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (1)                                                                                                                 |
| 10.15  | First Merchants Corporation Participation Agreement of Michael C. Rechin dated January 26, 2007 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (1)                                                                                                                |
| 10.16  | First Merchants Corporation 2009 Employee Stock Purchase Plan effective July 1, 2009 (Incorporated by reference to registrant's Form 8-K filed on May 11, 2009) (1)                                                                                                                                    |
| 10.17  | Letter Agreement dated February 20, 2009, between First Merchants Corporation and the United States Department of the Treasury, which includes the Securities Purchase Agreement-Standard Terms attached thereto (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009) |
| 10.18  | Form of Senior Executive Officer Letter Agreement dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                                                                                        |
| 10.19  | Form of Waiver dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                                                                                                                           |
| 10.20  | ARRA Letter Agreement dated February 20, 2009, between First Merchants Corporation and the United States Department of the Treasury (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)                                                                              |
| 10.21  | Form of Securities Purchase Agreement between First Merchants Corporation and six groups of institutional investors, dated March 30, 2010 (incorporated by reference to registrant’s Form 8K filed on March 30, 2010                                                                             |
| 10.22  | Exchange Agreement, dated as of June 30, 2010 (Incorporated by reference to registrant’s Form 8-K filed on July 2, 2010)                                                                                                                                                                         |
| 21     | Subsidiaries of Registrant (2)                                                                                                                                                                                                                                                                         |
| 23     | Consent of Independent Registered Public Accounting Firm (2)                                                                                                                                                                                                                                           |
| 24     | Limited Power of Attorney (2)                                                                                                                                                                                                                                                                          |
| 31.1   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)                                                                                                                                                                                               |
| 31.2   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)                                                                                                                                                                                               |
| 32     | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)                                                                                                                                                                            |
| 99.1   | Financial statements and independent registered public accounting firm's report for First Merchants Corporation 2009 Employee Stock Purchase Plan (2004) (2)                                                                                                                                           |
| 99.2   | Certification of Principal Executive Officer and Principal Financial Officer required under §111(b)(4) of the EESA                                                                                                                                                                                |
|   | (1) Management contract or compensatory plan.                                                                                                                                                                                                                                                          |
|   | (2) Filed herewith                                                                                                                                                                                                                                                                                     |

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