EXHIBIT 4.8

                           FIRST MERCHANTS CORPORATION

                       8.75% JUNIOR SUBORDINATED DEBENTURE

                                DUE JUNE 30, 2032

No. 1                                                                $47,680,425

                                                             CUSIP No. 320817AA7

     First Merchants  Corporation,  an Indiana corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value  received,  hereby  promises to pay to,  Wachovia  Trust Company,
National  Association,  as Property Trustee for First Merchants  Capital Trust I
under its  Amended and  Restated  Trust  Agreement,  dated  April 17,  2002,  or
registered assigns,  the principal sum of Forty-Seven Million Six Hundred Eighty
Thousand  Four Hundred  Twenty-Five  Dollars($47,680,425)  on June 30, 2032 (the
"Stated  Maturity"),  and to pay interest on said  principal  sum from April 17,
2002 or from the most recent interest payment date (each such date, an "Interest
Payment Date") to which  interest has been paid or duly provided for,  quarterly
(subject to  deferral as set forth  herein) in arrears on the last day of March,
June,  September and December of each year commencing June 30, 2002, at the rate
of 8.75% per annum until the principal hereof shall have become due and payable,
and on any overdue  principal  and (without  duplication  and to the extent that
payment of such interest is  enforceable  under  applicable  law) on any overdue
installment  of interest at the same rate per annum  compounded  quarterly.  The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months.  The amount of interest for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day  year of  twelve  30-day  months.  In the  event  that any date on which
interest is payable on this  Debenture  is not a business  day,  then payment of
interest payable on such date shall be made on the next succeeding day that is a
business day (and  without any interest or other  payment in respect of any such
delay)  except that,  if such  business day is in the next  succeeding  calendar
year,  payment  of such  interest  will be  made  on the  immediately  preceding
business  day,  in each case,  with the same force and effect as if made on such
date. The interest  installment so payable, and punctually paid or duly provided
for, on any Interest  Payment Date shall, as provided in the Indenture,  be paid
to the  person  in  whose  name  this  Debenture  (or  one or  more  Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular  record date for such  interest  installment,  which shall be the
close of business on the business day next preceding such Interest  Payment Date
unless otherwise  provided in the Indenture.  Any such interest  installment not
punctually  paid or duly provided for shall forthwith cease to be payable to the
registered  holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor  Debentures) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such  defaulted  interest,  notice  thereof shall be fixed by the
Trustee for the payment of such  defaulted  interest,  notice  thereof  shall be
given to the registered holders of the Debentures not less than 10 days prior to
such special  record date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange or quotation
system on or in which the  Debentures  may be  listed or  quoted,  and upon such
notice as may be required by such  exchange,  all as more fully  provided in the
Indenture.  The principal of and the interest on this Debenture shall be payable
<PAGE>

at the office or agency of the Trustee  maintained  for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may be made at the option of the  Company  by check  mailed to the
registered  holder at such  address as shall appear in the  Debenture  Register.
Notwithstanding  the  foregoing,  so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such  place and to such  account  as may be  designated  by the
Trustee.

     The Stated Maturity may be shortened at any time by the Company to any date
not earlier than June 30, 2007,  subject to the Company  having  received  prior
approval  of the  Federal  Reserve if then  required  under  applicable  capital
guidelines, policies or regulations of the Federal Reserve.

     The indebtedness  evidenced by this Debenture is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full of all Senior Indebtedness,  and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions;  (b)
authorizes  and  directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate  to acknowledge or effectuate the  subordination
so provided;  and (c) appoints the Trustee his or her  attorney-in-fact  for any
and all such  purposes.  Each holder hereof,  by his or her  acceptance  hereof,
hereby  waives  all notice of the  acceptance  of the  subordination  provisions
contained  herein and in the  Indenture  by each holder of Senior  Indebtedness,
whether now outstanding or hereafter incurred,  and waives reliance by each such
holder upon said provisions.

     This  Debenture  shall not be entitled to any benefit  under the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of  Authentication  hereon shall have been signed by or on behalf of
the Trustee.

     The  provisions of this  Debenture are continued on the reverse side hereof
and such  continued  provisions  shall for all purposes  have the same effect as
though fully set forth at this place.

                           [Signatures on next page.]
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: April 17, 2002

FIRST MERCHANTS CORPORATION

By:    /s/  Larry R. Helms
       ---------------------

Name:     Larry R. Helms
       ---------------------

Title: Senior Vice President
       ---------------------

Attest:

By:    /s/  Mark K. Hardwick
   ---------------------------

Name:    Mark K. Hardwick
      ------------------------

Title:    Vice President
       -----------------------
<PAGE>

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures described in the within-mentioned Indenture.

Dated: April 17, 2002

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee or Authentication Agent

By: /s/ Edward L. Truitt, Jr.
   ---------------------------

Name:  Edward L. Truitt, Jr.
      ------------------------

Title:    Vice President
       -----------------------
<PAGE>

                         [FORM OF REVERSE OF DEBENTURE]

              8.75% JUNIOR SUBORDINATED DEBENTURE DUE JUNE 30, 2032

                                   (CONTINUED)

     This Debenture is one of the subordinated debentures of the Company (herein
sometimes referred to as the "Debentures"), all issued or to be issued under and
pursuant to an Indenture  dated as of April 17, 2002 (the "Original  Indenture")
duly  executed and  delivered  between the Company and Wachovia  Trust  Company,
National  Association,  as Trustee (the  "Trustee"),  as supplemented by a First
Supplemental Indenture dated as of April 17, 2002 (the "Supplemental  Indenture"
and,  together with the Original  Indenture,  the "Indenture") duly executed and
delivered between the Company and Wachovia Trust Company,  National Association,
as Trustee, to which Indenture reference is hereby made for a description of the
rights, limitations of rights, obligations,  duties and immunities thereunder of
the Trustee,  the Company and the holders of the Debentures.  The Debentures are
limited in aggregate principal amount as specified in the Indenture.

     Because of the occurrence and  continuation  of a Special Event (as defined
in the Indenture),  in certain circumstances,  this Debenture may become due and
payable at the principal  amount together with any interest accrued thereon (the
"Redemption  Price").  The  Redemption  Price shall be paid prior to 12:00 noon,
Eastern Standard Time, on the date of such redemption or at such earlier time as
the Company  determines.  The  Company  shall have the right as set forth in the
Indenture to redeem this Debenture at the option of the Company, without premium
or  penalty,  in  whole or in part at any  time on or  after  June 30,  2007 (an
"Optional  Redemption"),  or at any  time  in  certain  circumstances  upon  the
occurrence  of a  Special  Event,  at a  Redemption  Price  equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than 30 days nor more than 60 days notice, at the Redemption Price. The
Redemption  Price shall be paid at the time and in the manner provided  therefor
in the Indenture.  If the Debentures are only partially  redeemed by the Company
pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or
by lot or by any other  method  utilized  by the  Trustee  as  described  in the
Indenture.

     In the event of redemption of this  Debenture in part only, a new Debenture
or Debentures for the  unredeemed  portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.

     In case an Event of  Default  (as  defined  in the  Indenture)  shall  have
occurred  and be  continuing,  the  principal  of all of the  Debentures  may be
declared,  and upon such  declaration  shall  become,  due and  payable,  in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  holders  of not less  than a  majority  in  aggregate
principal  amount of the Debentures at the time  Outstanding  (as defined in the
Indenture)  to execute  supplemental  indentures  for the  purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights  of the

<PAGE>

holders  of  the  Debentures;  provided,  however,  that  no  such  supplemental
indenture  shall (i)  extend  the fixed  maturity  of the  Debentures  except as
provided in the Indenture, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest  thereon,  without the consent of
the  holder  of each  Debenture  so  affected;  or  (ii)  reduce  the  aforesaid
percentage  of  Debentures,  the holders of which are required to consent to any
such  supplemental  indenture,  without  the  consent  of the  holders  of  each
Debenture then  Outstanding  and affected  thereby.  The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time  Outstanding,  on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture,  or established  pursuant to the Indenture,  and its
consequences, except a default in the payment of the principal of or interest on
any of the  Debentures.  Any such consent or waiver by the registered  holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and  binding  upon such  holder and upon all future  holders  and owners of this
Debenture  and of any  Debenture  issued in exchange  herefor or in place hereof
(whether by registration  of transfer or otherwise),  irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

     No reference  herein to the Indenture and no provision of this Debenture or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional,  to pay the principal and interest on this Debenture
at the time and place and at the rate and in the money herein prescribed.

     Provided  certain  conditions  are met, the Company shall have the right at
any time during the term of the  Debentures  and from time to time to extend the
interest  payment period of such  Debentures  for up to 20 consecutive  quarters
(each, an "Extended  Interest Payment  Period"),  at the end of which period the
Company shall pay all interest then accrued and unpaid  (together  with interest
thereon at the rate  specified for the  Debentures to the extent that payment of
such interest is enforceable  under applicable  law).  Before the termination of
any such Extended  Interest Payment Period, so long as no Event of Default shall
have occurred and be  continuing,  the Company may further  extend such Extended
Interest  Payment Period,  provided that such Extended  Interest  Payment Period
together  with  all  such  further   extensions  thereof  shall  not  exceed  20
consecutive  quarters,  extend beyond the Stated Maturity or end on a date other
than an Interest Payment Date. At the termination of any such Extended  Interest
Payment  Period and upon the payment of all accrued and unpaid  interest and any
additional amounts then due and subject to the foregoing conditions, the Company
may commence a new Extended Interest Payment Period.

     As provided in the Indenture and subject to certain limitations therein set
forth,  this Debenture is  transferable  by the registered  holder hereof on the
Debenture  Register  of the  Company,  upon  surrender  of  this  Debenture  for
registration of transfer at the office or agency of the Trustee accompanied by a
written  instrument  or  instruments  of  transfer in form  satisfactory  to the
Company or the Trustee  duly  executed by the  registered  holder  hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized  denominations  and for the same aggregate  principal amount shall be
issued to the designated  transferee or transferees.  No service charge shall be
made for any  such  transfer,  but the  Company  may  require  payment  of a sum
sufficient  to cover any tax or other  governmental  charge  payable in relation
thereto.
<PAGE>

     Prior to due  presentment  for  registration of transfer of this Debenture,
the Company,  the Trustee, any paying agent and the Debenture Registrar may deem
and treat the registered  holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and  notwithstanding any notice of ownership
or writing  hereon made by anyone other than the  Debenture  Registrar)  for the
purpose  of  receiving  payment of or on  account  of the  principal  hereof and
interest due hereon and for all other purposes,  and neither the Company nor the
Trustee nor any paying agent nor any  Debenture  Registrar  shall be affected by
any notice to the contrary.

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

     The  Debentures  are issuable  only in registered  form without  coupons in
denominations of $25 and any integral multiple thereof.

     All terms used in this  Debenture  that are defined in the Indenture  shall
have the meanings assigned to them in the Indenture.