UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


___________________





FORM 10-K/A


(Amendment No. 1)





[Mark One]





x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2009


OR





 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________to_________





Commission file number 0-17071





FIRST MERCHANTS CORPORATION


(Exact name of registrant as specified in its charter)





Indiana                                         35-1544218


(State or other jurisdiction of        (I.R.S. Employer


incorporation or organization)    Identification No.)





200 East Jackson Street, Muncie, IN      47305-2814


(Address of principal executive offices)          (Zip code)





(Registrant’s telephone number, including area code): (765) 747-1500








Securities registered pursuant to Section 12 (b) of the Act:





(Title of class)                                                                                     (The name of the exchange on which registered)


Common Stock, $0.125 stated value per share                                        The NASDAQ Stock Market, LLC





Securities registered pursuant to Section 12 (g) of the Act: None








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]





Indicate  by check mark  whether  the  registrant(1)  has filed all reports required to be filed by Section 13 or 15(d) of the  Securities Exchange Act of 1934  during  the  preceding 12 months  (or for such  shorter  period  that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ] No [ ]




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s  knowledge,  in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer[X] Non-accelerated filer [ ]













Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No[X]





The aggregate market value (not necessarily a reliable indication of the price at which more than a limited number of shares would trade) of the voting stock held by non-affiliates of the registrant was $170,747,383 as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2009).





As of February 26, 2010 there were 21,407,138 outstanding common shares, without par value, of the registrant.











DOCUMENTS INCORPORATED BY REFERENCE





Documents                                                                         Part of Form 10-K into which incorporated


Portions of the Registrant’s Definitive                                     Part III (Items 10 through 14)


Proxy Statement for Annual Meeting of


Shareholders to be held May 5, 2010











EXPLANATORY NOTE





First Merchants Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2009 for the sole purpose of satisfying the requirements of Rule 15d-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the First Merchants Corporation Employee Stock Purchase Plan (2009).  This Amendment also serves to update the exhibit description and index in connection therewith.





In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. This Amendment does not reflect events occurring after the date of the initial Annual Report on Form 10-K or modify or update any disclosures that may have been affected by subsequent events. Other than the changes referred to above, all other information in the initial Annual Report on Form 10-K, as amended, remains unchanged.








PART IV





ITEM 15.  FINANCIAL STATEMENT SCHEDULES AND EXHIBITS.


___________________________________________________





(a) 3.           Exhibits:





Exhibit No:       Description of Exhibits:





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)10.1
First Merchants Corporation Senior Management Incentive Compensation Program, dated February 25, 2010 (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)


















(a) 3.           Exhibits continued:





Exhibit No:       Description of Exhibits:








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 1999 Long-Term Equity Incentive Plan, as amended. (Incorporated by reference to registrant's Form 10-Q for quarter ended September 30, 2004) (1)10.14
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)10.15
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)10.16
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)10.17
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)10.18
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)10.19
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)10.20
Form of Waiver dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)10.21
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)21
Subsidiaries of Registrant (2)23.1
Consent of Independent Registered Public Accounting Firm (2)23.2
Consent of Independent Registered Public Accounting Firm with respect to report related to First Merchants Corporation Employee Stock Purchase Plan (2009) (3)24
Limited Power of Attorney (2)31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (3)31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (3)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) (3)(1) Management contract or compensatory plan.(2)  Filed with the initial Annual Report on Form 10-K, filed March 16, 2010.(3) Filed herewith.




















SIGNATURES





Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of October, 2010.





FIRST MERCHANTS CORPORATION








By:/s/ Michael C. Rechin


Michael C. Rechin, President and Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities indicated, on this 28th day of October, 2010.





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








* By Mark K. Hardwick as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney was filed with the Securities and Exchange Commission as an exhibit to the initial Annual Report on Form 10-K, filed March 16, 2010.





By:/s/ Mark K. Hardwick


Mark K. Hardwick


As Attorney-in-Fact


October 28, 2010
















INDEX TO EXHIBITS





(a) 3.           Exhibits:





Exhibit No:       Description of Exhibits:





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)10.1
First Merchants Corporation Senior Management Incentive Compensation Program, dated February 25, 2010 (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)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 1999 Long-Term Equity Incentive Plan, as amended. (Incorporated by reference to registrant's Form 10-Q for quarter ended September 30, 2004) (1)10.14
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)10.15
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)10.16
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)10.17
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)10.18
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)10.19
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)10.20
Form of Waiver dated February 20, 2009 (Incorporated by reference to registrant’s Form 8-K filed on February 23, 2009)10.21
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)














(a) 3.           Exhibits continued:





Exhibit No:        Description of Exhibits:





21
Subsidiaries of Registrant (2)23.1
Consent of Independent Registered Public Accounting Firm (2)23.2
Consent of Independent Registered Public Accounting Firm with respect to report related to First Merchants Corporation Employee Stock Purchase Plan (2009) (3)24
Limited Power of Attorney (2)31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (3)31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (3)32
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)99.1
Financial statements and independent registered public accounting firm's report for First Merchants Corporation 2009 Employee Stock Purchase Plan (2004) (3)(1) Management contract or compensatory plan.(2)  Filed with the initial Annual Report on Form 10-K, filed March 16, 2010.(3) Filed herewith.























EXHIBIT-23.2





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








We consent to the incorporation by reference in the registration statement of First Merchants Corporation on Form S-8 (File No. 333-159643) of our report dated October 26, 2010, on our audits of the financial statements of First Merchants Corporation Employee Stock Purchase Plan (2009) as of June 30, 2010 and 2009, and for the years ended June 30, 2010, 2009 and 2008, which report is included in Exhibit 99.1.



















/s/ BKD, LLP




Indianapolis, Indiana


October 28, 2010
















EXHIBIT-31.1





FIRST MERCHANTS CORPORATION





FORM 10-K


CERTIFICATION PURSUANT TO


SECTION 302 OF


THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION


_____________________________





I, Michael C. Rechin, President and Chief Executive Officer of First Merchants Corporation, certify that:





1.           I have reviewed this Annual Report on Form 10-K/A of First Merchants Corporation;





2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and





(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and





5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board or directors (or persons performing the equivalent functions):





(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and





(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.








Date:  October 28, 2010





/s/ Michael C. Rechin


Michael C. Rechin


President and Chief Executive Officer


(Principal Executive Officer)




















EXHIBIT-31.2





FIRST MERCHANTS CORPORATION





FORM 10-K


CERTIFICATION PURSUANT TO


SECTION 302 OF


THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION


______________________________





I, Mark K. Hardwick, Executive Vice President and Chief Financial Officer of First Merchants Corporation, certify that:





1.           I have reviewed this Annual Report on Form 10-K/A of First Merchants Corporation;





2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and





(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and





5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board or directors (or persons performing the equivalent functions):





(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and





(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.








Date:  October 28, 2010





/s/ Mark K. Hardwick


Mark K. Hardwick


Executive Vice President and


Chief Financial Officer


(Principal Financial and Accounting Officer)

















EXHIBIT-32





CERTIFICATIONS PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the annual report of First Merchants Corporation (the “Corporation”) on Form 10-K/A for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Michael C. Rechin, President and Chief Executive Officer of the Corporation, do hereby certify, in accordance with 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1) The Report fully complies with the requirements of  section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and





(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.








Date:  October 28, 2010


by /s/ Michael C. Rechin


Michael C. Rechin


President and Chief Executive Officer


(Principal Executive Officer)





A signed copy of this written statement required by Section 906 has been provided to First Merchants Corporation and will be retained by First Merchants Corporation and furnished to the Securities and Exchange Commission or its staff upon request.













In connection with the annual report of First Merchants Corporation (the “Corporation”) on Form 10-K/A for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Mark K. Hardwick, Executive Vice President and Chief Financial Officer of the Corporation, do hereby certify, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and





(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.







Date:  October 28, 2010


by /s/ Mark K. Hardwick


Mark K. Hardwick


Executive Vice President and


Chief Financial Officer


(Principal Financial and Accounting Officer)





A signed copy of this written statement required by Section 906 has been provided to First Merchants Corporation and will be retained by First Merchants Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
















EXHIBIT 99.1









SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 11-K









ANNUAL REPORT PURSUANT TO SECTION 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended June 30, 2010









FIRST MERCHANTS CORPORATION


EMPLOYEE STOCK PURCHASE PLAN (2009)


(Full title of the plan)









FIRST MERCHANTS CORPORATION


(Name of issuer of the securities held pursuant to the plan)









200 East Jackson Street


Muncie, Indiana  47305


(Address of principal executive office)





















Report of Independent Registered Public Accounting Firm








Audit Committee and Plan Management


First Merchants Corporation


Muncie, Indiana








We have audited the accompanying statements of financial condition of First Merchants Corporation Employee Stock Purchase Plan (2009) (formerly, the 2004 Plan) as of June 30, 2010 and 2009, and the related statements of income and changes in plan equity for each of the years in the three-year period ended June 30, 2010.  The Plan’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.




We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  Our audits included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.




In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Merchants Corporation Employee Stock Purchase Plan (2009) (formerly, the 2004 Plan) as of June 30, 2010 and 2009, and the results of its operations for each of the three years in the period ended June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.









/s/ BKD, LLP


Indianapolis, Indiana


October 26, 2010


















First Merchants Corporation




Employee Stock Purchase Plan (2009)




Statements of Financial Condition




June 30, 2010 and 2009













Assets2010


2009Investments - interest-bearing deposits

$
157,836


$
685,549Plan Equity

$
157,836


$
685,549

















See Notes to Financial Statements
















First Merchants Corporation




Employee Stock Purchase Plan (2009)




Statements of Income and Changes in Plan Equity




Years Ended June 30, 2010, 2009 and 2008










2010


2009


2008Investment income - interest

$
22


$
7,259


$
8,976Participant contributions


613,134



808,213



814,704613,156



815,472



823,680Withdrawals and terminations paid in cash


16,995



136,676



50,584Purchase and distribution of stock


1,123,874



773,212



787,1371,140,869



909,888



837,721Changes in Plan equity for the year


(527,713
)


(94,416
)


(14,041
)Plan equity at beginning of year


685,549



779,965



794,006Plan equity at end of year

$
157,836


$
685,549


$
779,965











See Notes to Financial Statements



















First Merchants Corporation




Employee Stock Purchase Plan (2009)




Notes to Financial Statements




June 30, 2010 and 2009









Note 1:
Summary of Significant Accounting Policies




Organization - The Plan was originally adopted by the Board of Directors of First Merchants Corporation (Corporation) in February 1989, and commenced operations in July 1989.  Effective July 1, 1994, the Plan was amended by the adoption of the 1994 Employee Stock Purchase Plan (1994 Plan), and effective July 1, 1999, amended again by the adoption of the 1999 Employee Stock Purchase Plan (1999 Plan).  The 1999 Plan was adopted by the Board of Directors of the Corporation in February 1999 and approved by Corporation stockholders in April 1999.  In December 2003, the Compensation Committee of the Board of Directors approved a new Plan that was approved by Corporation stockholders in April 2004 to be effective July 1, 2004.  On February 4, 2009, the Board of Directors of the Corporation approved a new plan, which was subsequently approved by the shareholders of the Company on May 6, 2009.  The Plan provides for the purchase of up to 1,000,000 shares of the Company’s common stock by eligible employees through a series of consecutive quarterly offering periods commencing July 1, 2009 and ending once all allocated shares have been issued under the Plan or June 30, 2019, whichever is earlier.




Investments, consisting of interest-bearing deposit accounts at a subsidiary of the Corporation, are carried at cost, which approximates fair value.









Note 2:
General Information




The Plan provides for the purchase of up to 1,000,000 shares of the Corporation's common stock by eligible employees through a maximum of forty offerings of three month durations.  Prior to each offering period, eligible employees elect a set dollar amount to be deducted from their pay and accumulated with interest until the end of that offering period, but not to exceed $25,000 per calendar year.  Any payroll deductions remaining at the end of a quarter for a partial share will remain in the participant’s account and applied towards the purchase of stock the following quarter.




At the end of each offering period, the balance of each participant's payroll deduction account is applied to the purchase of the largest number of full shares of the Corporation's common stock possible.  The price at which the shares are deemed to have been purchased is determined by the Compensation and Human Resource Committee of the Corporation’s Board of Directors and will be 85% of the average fair market value of the common stock during the offering period, except the price cannot be less than 85% of the lesser of the fair market value of the common stock at the beginning or the end of the offering period.  The fair market value of the common stock for purposes of the Plan is the closing price of the common stock as reported by NASDAQ on such date.  Shares to be purchased under the Plan may be obtained by the Corporation from its authorized but previously unissued shares, from open market transactions or from private sources.




In July 2010, April 2010, January 2010, October 2009 and July 2009, the Corporation issued 21,845, 25,881, 32,015, 22,496 and 100,076 shares of its common stock for the offering period ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30 2009, respectively at $7.17, $5.23, $5.12, $6.30 and $6.83 per share, respectively.




At June 30, 2010 and 2009, the Plan had 385 and 391 participants, respectively.















First Merchants Corporation




Employee Stock Purchase Plan (2009)




Notes to Financial Statements




June 30, 2010 and 2009














Note 3:
Income Tax Status




The Plan is not and will not be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (Code).  The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code.  Consequently, the difference between the purchase price and the fair market value of the stock purchased under the Plan is not includable in the participant's gross income for federal income tax purposes, unless a disqualifying distribution occurs.




The Plan adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes, concerning the accounting and disclosures for uncertain tax positions on July 1, 2009.  As a result, the Plan has not identified any uncertain tax positions that it believes should be recognized in the financial statements.









Note 4:
Related Party




Plan assets are held in interest-bearing accounts maintained by the Plan Sponsor with interest paid quarterly at the prevailing rates.  Each participant’s payroll deferral is maintained in a separate deposit account with the Bank.  At June 30, 2010, there were no participants with a deferral balance exceeding federally insured limits.









Note 5:
Subsequent Events




Subsequent events have been evaluated through October 26, 2010, which is the date the financial statements were available to be issued.