EXHIBIT 4.4

Certificate Number: P-1                Number of Preferred Securities: 1,850,000

                   Certificate Evidencing Preferred Securities
                                       of
                         First Merchants Capital Trust I

                   8.75% Cumulative Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

                                                            CUSIP No. 32082A 200

     First Merchants  Capital Trust I, a statutory  business trust created under
the laws of the State of Delaware (the  "Trust"),  hereby  certifies that CEDE &
CO., (the "Holder") is the registered owner of 1,850,000 preferred securities of
the Trust representing undivided beneficial interests in the assets of the Trust
and designated the 8.75%  Cumulative  Trust  Preferred  Securities  (liquidation
amount $25 per Preferred Security) (the "Preferred  Securities").  The Preferred
Securities are  transferable on the books and records of the Trust, in person or
by a duly authorized attorney,  upon surrender of this Certificate duly endorsed
and in  proper  form for  transfer  as  provided  in  Section  5.4 of the  Trust
Agreement  (as  defined   herein).   The   designations,   rights,   privileges,
restrictions,  preferences,  and other  terms and  provisions  of the  Preferred
Securities are set forth in, and this  Certificate and the Preferred  Securities
represented  hereby are issued and shall in all respects be subject to the terms
and  provisions  of, the Amended and  Restated  Trust  Agreement as of April 17,
2002,  as the same may be  amended  from time to time (the  "Trust  Agreement"),
including  the  designation  of the terms of Preferred  Securities  as set forth
therein.  The Holder is entitled to the  benefits  of the  Preferred  Securities
Guarantee  Agreement  entered into by First  Merchants  Corporation,  an Indiana
corporation,  and Wachovia Trust  Company,  National  Association,  as guarantee
trustee,  dated as of April 17,  2002,  as the same may be amended  from time to
time (the "Guarantee"),  to the extent provided therein. The Trust shall furnish
a copy of the Trust  Agreement  and the Guarantee to the Holder  without  charge
upon  written  request  to the  Trust  at its  principal  place of  business  or
registered office.

     Upon  receipt  of this  Certificate,  the  Holder  is  bound  by the  Trust
Agreement and is entitled to the benefits thereunder.

     Unless the Certificate of Authentication  has been manually executed by the
Authentication Agent, this Certificate is not valid or effective.
<PAGE>

     IN WITNESS WHEREOF, the Administrative  Trustees of the Trust have executed
this Certificate this 17th day of April 2002.

FIRST MERCHANTS CAPITAL TRUST I

By:           /s/  Michael L. Cox                 , as Administrative Trustee
    ----------------------------------------------
     Name:         Michael L. Cox
          ----------------------------------------

By:           /s/  Larry R. Helms                 , as Administrative Trustee
    ----------------------------------------------
     Name:         Larry R. Helms
          ----------------------------------------

By:           /s/  Mark K. Hardwick               , as Administrative Trustee
    ----------------------------------------------
     Name:         Mark K. Hardwick
          ----------------------------------------


                                       2
<PAGE>

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

          Unless this  certificate is presented by an authorized  representative
          of The Depository Trust Company,  a New York corporation  ("DTC"),  to
          First  Merchants  Capital  Trust I or its  agent for  registration  of
          transfer,   exchange,  or  payment,  and  any  certificate  issued  is
          registered  in the  name of Cede & Co.  or in  such  other  name as is
          requested by an authorized  representative  of DTC (and any payment is
          made to Cede & Co.  or to such  other  entity  as is  requested  by an
          authorized representative of DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
          as the registered owner hereof, Cede & Co., has an interest herein.


                                       3
<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

     The Trust will furnish without charge to any registered  owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to First Merchants Capital Trust
I, c/o Wachovia Trust Company, National Association, One Rodney Square, 920 King
Street,  Suite 102,  Wilmington,  Delaware  19801,  Attention:  Corporate  Trust
Trustee  Administration,  or  to  the  Registrar  named  on  the  face  of  this
Certificate.

     The following  abbreviations,  when used in the  inscription on the face of
this  Certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM--  as tenants in common            UNIF GIFT MIN ACT--   under Uniform
TEN ENT--  as tenants by the entireties                          Gift to Minors
JT TEN--   as joint tenants with right of                        Act and not as
           survival                                              tenants

          Additional  abbreviations  may also be used  though  not in the  above
list.

                                   ASSIGNMENT

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto:

     (Please insert social security or other identifying number of assignee)

(insert address and zip code of assignee)

the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints

________________________________________________________________________attorney
to transfer the said Preferred Securities on the books of the within-named Trust
with full power of substitution in the premises.


Dated: ___________________ Signature:   ________________________________________
                                        Note:   The    signature(s)    to   this
                                        assignment   must  correspond  with  the
                                        name(s) as written upon the face of this
                                        Certificate in every particular, without
                                        alteration or enlargement, or any change
                                        whatever.

Signature(s) Guaranteed:

________________________________________
NOTICE:  Signature(s) must be guaranteed
by an "eligible  guarantor  institution"
that is a  member  or  participant  in a
"signature guarantee program" (i.e., the
Securities   Transfer  Agents  Medallion
Program,  the Stock  Exchange  Medallion
Program or the New York Stock  Exchange,
Inc. Medallion Signature Program).


                                       4
<PAGE>

                 PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

     This is one of the 8.75% Cumulative Trust Preferred  Securities referred to
in the within-mentioned Amended and Restated Trust Agreement.

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
as Authentication Agent and Registrar

By: /s/  Edward L. Truitt, Jr.
    -----------------------------------
    Name: Edward L. Truitt, Jr.
          -----------------------------
    Title: Vice President
           ----------------------------