|      |                                                                          |
|------|--------------------------------------------------------------------------|
| [  ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |

|      |                                                 |
|------|-------------------------------------------------|
| [  ] | Fee paid previously with preliminary materials. |

|      |                                                                                                                                                                                                                                                                                      |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [  ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |

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|     |                                                                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | To elect four directors, three to hold office for terms of three years and one to hold office for a term of two years; in each case, the directors will hold office until their successors are duly elected and qualified. |

|     |                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | To vote on an advisory, non-binding resolution to approve the compensation of First Merchants Corporation’s named executive officers. |

|     |                                                                                        |
|-----|----------------------------------------------------------------------------------------|
| (3) | To ratify the appointment of the firm of BKD, LLP as the independent auditor for 2013. |

|     |                                                                          |
|-----|--------------------------------------------------------------------------|
| (4) | To transact such other business as may properly come before the meeting. |

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|         |                                                                                                                                                                                                                                                                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | By Internet – Shareholders who received a notice regarding the availability of proxy materials may submit proxies over the Internet by following the instructions on the notice. Shareholders who received a paper or electronic copy of a proxy card may submit proxies over the Internet by following the instructions on the proxy card. |

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|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | By Telephone – Shareholders who live in the United States or Canada may submit proxies by telephone by calling toll-free 1-800-690-6903 on a touch-tone telephone and following the instructions. Shareholders who received a notice regarding the availability of proxy materials should have the notice in hand when calling, and shareholders who received a paper or electronic copy of a proxy card should have the proxy card in hand when calling. |

|         |                                                                                                                                                                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | By Mail – Shareholders who received a paper or electronic copy of a proxy card may submit proxies by mail by completing, signing and dating the proxy card and mailing it in the postage-paid envelope we have provided or by returning it to First Merchants Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

----

|                                       |
|---------------------------------------|
|                                       |  |  |
| Name and Address of Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Class |
|                                       |  |  |
| Dimensional Fund Advisors LP          | 2,077,162(1) | 7.14% |
| Palisades West, Building One          |  |  |
| 6300 Bee Cave Road                    |  |  |
| Austin, TX 78746                      |  |  |
|                                       |  |  |
| BlackRock, Inc.                       | 1,869,486(2) | 6.42% |
| 40 East 52nd Street                   |  |  |
| New York, NY 10022                    |  |  |
|                                       |  |  |
| Wellington Management Company, LLP    | 2,377,914(3) | 8.17% |
| 280 Congress Street                   |  |  |
| Boston, MA 02210                      |  |  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Based on a Schedule 13G filing with the SEC, Dimensional Fund Advisors LP is an investment advisor in accordance with Rule 13(d)-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934. It furnishes investment advice to four investment companies registered under the Investment Advisors Act of 1940 and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-advisor to certain Funds. In its role as investment advisor sub-advisor and/or manager, neither Dimensional Fund Advisors LP nor its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the shares of FMC common stock held by the Funds, and may be deemed to be the beneficial owner of these shares under rules of the SEC. However, all of these shares are owned by the Funds.  Dimensional disclaims beneficial ownership of such shares for any other purpose. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Based on a Schedule 13G filing with the SEC, BlackRock, Inc. is a parent holding company in accordance with Rule 13(d)-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934. It is the parent holding company of six subsidiaries, BlackRock Japan Co. Ltd., BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors, LLC, and BlackRock Investment Management, LLC, that are the beneficial owners and possess voting and investment power over these shares of FMC common stock. |

|     |                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Based on a Schedule 13G filing with the SEC, Wellington Management Company, LLP is an investment advisor in accordance with Rule 13(d)-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934. Wellington Management Company, LLP shares voting and/or dispositive power over the shares. |

----

|                                  |
|----------------------------------|
|                                  |  |  |  |  |
| Beneficial Owner                 | Amount and Nature of Beneficial Ownership | Percent of Class |  |
| Michael R. Becher                | 2,770(1) |  | * |
| Roderick English                 | 20,466(2) |  | * |
| Jo Ann M. Gora                   | 20,452(3) |  | * |
| William L. Hoy                   | 26,927(4) |  | * |
| Gary Lehman                      | 20,695(5) |  | * |
| Michael C. Rechin                | 138,551(6) |  | * |
| Charles E. Schalliol             | 43,277(7) |  | * |
| Patrick A. Sherman               | 28,956(8) |  | * |
| Terry L. Walker                  | 49,873(9) |  | * |
| Jean L. Wojtowicz                | 24,511(10) |  | * |
| Robert R. Connors                | 54,891(11) |  | * |
| Mark K. Hardwick                 | 113,210(12) |  | * |
| John J. Martin                   | 26,174(13) |  | * |
| Michael J. Stewart               | 58,705(14) |  | * |
| Directors and Executive          |   |  |  |
| Officers as a Group (17 persons) | 715,414(15) |  | 2.43% |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (1) | Includes 1,070 Restricted Shares and 1,500 shares that he has the right to acquire by exercising Vested Options. |

|     |                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------|
| (2) | Includes 6,462 Restricted Shares and 10,628 shares that he has the right to acquire by exercising Vested Options. |

|     |                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------|
| (3) | Includes 6,462 Restricted Shares and 10,628 shares that she has the right to acquire by exercising Vested Options. |

|     |                                                                                                                                                                                |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Includes 6,462 Restricted Shares, and 7,157 shares that he has the right to acquire by exercising Vested Options; 6,473 of the shares have been pledged as security for loans. |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (5) | Includes 3,333 Restricted Shares and 3,000 shares that he has the right to acquire by exercising Vested Options. |

----

|     |                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | Includes 42,120 Restricted Shares, 4,000 shares held jointly with his spouse, Debra Rechin, and 65,000 shares that he has the right to acquire by exercising Vested Options. |

|     |                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------|
| (7) | Includes 12,892 Restricted Shares and 10,628 shares that he has the right to acquire by exercising Vested Options. |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (8) | Includes 7,294 Restricted Shares and 6,000 shares that he has the right to acquire by exercising Vested Options. |

|     |                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (9) | Includes 7,684 Restricted Shares, 30,157 shares held jointly with his spouse, Cheryl L. Walker, 551 shares held by his spouse and 8,314 shares that he has the right to acquire by exercising Vested Options. |

|      |                                                                                                                    |
|------|--------------------------------------------------------------------------------------------------------------------|
| (10) | Includes 8,505 Restricted Shares and 11,785 shares that she has the right to acquire by exercising Vested Options. |

|      |                                                                                                                                                                            |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (11) | Includes 5,792 Restricted Shares, 3,568 shares held jointly with his spouse, Ann Connors, and 35,950 shares that he has the right to acquire by exercising Vested Options. |

|      |                                                                                                                                                                        |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (12) | Includes 31,103 Restricted Shares, 401 shares held by his spouse, Catherine Hardwick, and 52,249 shares that he has the right to acquire by exercising Vested Options. |

|      |                                                                                                                   |
|------|-------------------------------------------------------------------------------------------------------------------|
| (13) | Includes 15,193 Restricted Shares and 5,000 shares that he has the right to acquire by exercising Vested Options. |

|      |                                                                                                                    |
|------|--------------------------------------------------------------------------------------------------------------------|
| (14) | Includes 30,952 Restricted Shares and 14,000 shares that he has the right to acquire by exercising Vested Options. |

|      |                                                                                                                                                                    |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (15) | Includes 203,045 Restricted Shares and 282,059 shares that the directors and executive officers as a group have the right to acquire by exercising Vested Options. |

----

|                                            |
|--------------------------------------------|
|                                            |  |
| Class I (Terms expire 2016)                |   |
| Michael C. RechinAge 54Director Since 2005 | Mr. Rechin has been the Company’s President and Chief Executive Officer since 2007, after having served as its Executive Vice President and Chief Operating Officer for two years. He has also been the President and CEO of First Merchants Bank, N.A., FMC’s wholly-owned subsidiary bank, since 2009. Prior to joining the Company in 2005, Mr. Rechin held senior management positions with National City Bank, a super regional bank that was acquired by PNC Bank in 2008, for 23 years. He managed National City’s Indiana operations from 1995-2005. The Board believes that the current CEO of the Company should be a director, in that he has principal responsibility to provide leadership and strategic direction for the Company and, together with the Chairman of the Board, to act as a liaison between the Board and senior management. Among the other qualifications Mr. Rechin brings to the Board are his knowledge of the banking and financial services industry acquired during his more than 30 years of service in senior management positions in that industry. During his years of service in executive capacities, he has demonstrated his leadership, strategic and management skills. These include his eight years as CEO and COO of FMC, during which he has acquired a deep understanding of the Company’s operations and culture. As the CEO of the Company, Mr. Rechin does not serve on any of the Board Committees. He resides in the Indianapolis metropolitan area, one of FMC’s high growth markets. |

----

|                                               |
|-----------------------------------------------|
|                                               |  |
| Charles E. SchalliolAge 65Director Since 2004 | Mr. Schalliol provides consulting services to several major companies, including Credit Suisse First Boston, a worldwide financial services company, on global infrastructure funds. He is also a Senior Adviser with Faegre Baker Daniels, LLP, an international law firm, serves as a director of four venture capital funds, and is currently a director of the Purdue Research Foundation and the Indiana University Research and Technology Corporation. The latter two are dedicated to enhancing Purdue’s and IU’s research and development capabilities, creating new Indiana-based companies and supporting entrepreneurship. Mr. Schalliol also chairs the Board of Directors of the Indiana Secondary Market for Education Loans, Inc., a nonprofit corporation established by Indiana statute as Indiana’s designated provider of student loan services. He was the Director of the Indiana Office of Management and Budget and Chief Financial Officer for the State of Indiana from 2004-2007 under Governor Mitch Daniels. As OMB Director, he was responsible for the State’s budgets and financial operations, including its pension funds, as well as agencies with more than 2,000 state employees. Before that, he was the first President and Chief Executive Officer of BioCrossroads, an economic development organization focused on life sciences companies; and he held several executive positions with Eli Lilly and Company, a leading worldwide pharmaceuticals company, principally in the areas of strategic planning, investment banking and business development. He was founder and Managing Director of three Lilly venture funds. Among the qualifications Mr. Schalliol brings to the Board are his executive leadership abilities and experience as the head of significant and complex public and private entities, his financial acumen, his entrepreneurial skills as evidenced by his primary role in the formation of successful new businesses and venture capital funds, and his knowledge of risk management, regulatory and compliance issues resulting from his legal training and public service. Mr. Schalliol is the Chairman of the FMC Board; and he chairs the Compensation and Human Resources Committee and serves on the Nominating and Governance Committee and the Risk and Credit Policy Committee. He resides in the Indianapolis metropolitan area, one of FMC’s high growth markets.Mr. Schalliol is also a director of Heritage-Crystal Clean, Inc., a NASDAQ company, where he serves on the Compensation and Audit Committees. |

|                                            |
|--------------------------------------------|
|                                            |  |
| Terry L. WalkerAge 66  Director Since 2006 | Mr. Walker is the retired Chairman and CEO of Muncie Power Products, Inc., a Muncie-based company that, together with its parent, Interpump Group, S.p.A., an Italy-based public company, are the largest power take-off manufacturing company in the world and serve the truck equipment market by manufacturing and distributing mobile power components and systems including, in addition to power take-offs, hydraulic gear pumps, hydraulic reservoirs, and other specialty products. Mr. Walker retired in December 2011, after serving 34 years as an executive employee of Muncie Power. Mr. Walker is a certified public accountant and was a member of the accounting firm, Whitinger & Company, prior to joining Muncie Power. Among the qualifications Mr. Walker brings to the Board are his years of experience as the CEO and in other executive management positions with an international company. He also provides accounting and financial expertise acquired through his training as an accountant. Mr. Walker chairs the Board’s Nominating and Governance Committee, and he serves on the Risk and Credit Policy Committee and the Audit Committee. The Board has determined that he is an “audit committee financial expert.”  Mr. Walker resides in Muncie, Indiana, the location of the Company’s principal office and one of its largest markets. |

----

|                                     |
|-------------------------------------|
|                                     |  |
| Class III (Term expires 2015):      |   |
| Michael R. BecherAge 60New Director | Mr. Becher was the Managing Partner of the Indianapolis office of Deloitte & Touche LLP (“Deloitte”) for more than 20 years, until his retirement in June 2012. Deloitte is the largest professional services organization in the United States. While he was the Managing Partner, Deloitte experienced significant growth in the Indianapolis market. Mr. Becher also held other global, national and regional leadership positions during his more than 30-year career with Deloitte. As an audit partner, Mr. Becher served public and private companies in industries such as financial services, retail and manufacturing, and tax-exempt organizations. He is a member of the Board of Trustees of Marian University. Among the qualifications Mr. Becher brings to the Board are his accounting and financial expertise acquired through his training as an accountant, his understanding of the financial services industry derived from auditing companies in that industry, including risk management, regulatory and compliance issues, and his management experience as the head of a large office of a Big Four accounting firm.   Mr. Becher serves on the Board’s Audit Committee. The Board has determined that he is an “audit committee financial expert.” He resides in the Indianapolis metropolitan area, one of FMC’s high growth markets. |

|                                           |
|-------------------------------------------|
|                                           |  |
| Class II (Terms expire 2014):             |   |
| Roderick EnglishAge 61Director Since 2005 | Mr. English is the Manager of the Operations Review Office of the Defense Finance and Accounting Services Office of the U. S. Department of Defense, having served in that capacity since 2010. His management responsibilities include leading audit teams in performing audit readiness reviews of human resources operational processes to ensure regulatory compliance, accuracy of processing, appropriate maintenance of records and files, and process efficiencies. From 2006 to 2012, Mr. English was also the President and Chief Executive Officer of The James Monroe Group, LLC, which provided business management and consulting services, including helping clients develop strategic business plans, top grade management personnel, expand their core business to achieve sustainable growth, improve operational efficiencies and reduce waste. From 1994 to 2006, Mr. English was the Senior Vice President, Human Resources and Communications, for Remy International, Inc., a tier one automotive manufacturer, where he provided leadership and direction for all of Remy’s human resources initiatives, including in the areas of acquisitions, mergers and divestitures. Prior to 1994, Mr. English held several management positions with the Delco Remy Division of General Motors, including plant manager of one of its manufacturing plants and manager of its labor relations. Among the qualifications Mr. English brings to the Board are his knowledge of and experience with large-scale human resources operations and issues, including regulatory and compliance matters. He also has management experience, strategic planning skills and international business exposure. In addition, as an African-American, Mr. English is one of several members of the Board who contribute to its diversity, which the Board believes significantly benefits the Board, the Company and the shareholders. Mr. English serves on the Board’s Compensation and Human Resources Committee. He currently resides in the Indianapolis metropolitan area, one of FMC’s high growth markets; and he previously resided in Anderson, Indiana, another important FMC market, for many years. |

----

|                                         |
|-----------------------------------------|
|                                         |  |
| Jo Ann M. GoraAge 67Director Since 2004 | Dr. Gora has been the President of Ball State University since 2004. Ball State is one of Indiana’s leading state universities, with 20,000 students, more than 3,000 employees, and an annual budget exceeding $400 million. She has led the strategic planning and been the catalyst for Ball State’s growing prominence as an educational institution with a large number of nationally-ranked academic programs and a nationwide reputation for technology innovation. Under her direction, Ball State is installing the largest closed geothermal energy system in the United States, which will result in substantially reduced heating and cooling costs and benefit the environment by replacing existing coal-fired boilers. Before assuming Ball State’s Presidency, Dr. Gora was the Chancellor of the University of Massachusetts, Boston from 2001-2004 and the Provost and Vice President for Academic Affairs of Old Dominion University from 1992-2001. She also serves as a board member and leader of a number of national organizations that support higher education, including the American Council on Education and the Association of Governing Board’s Council of Presidents. Dr. Gora co-chairs the Board and Executive Committee of the Central Indiana Corporate Partnership, a coalition of the CEOs of Central Indiana’s major employers and its flagship university presidents that is committed to transforming the regional economy by focusing on strategic priorities such as promoting innovation and entrepreneurship, building a work-class workforce and encouraging a pro-growth business climate. Among the qualifications Dr. Gora brings to the Board are her CEO-level leadership and strategic planning skills and years of experience as the President of Ball State University, a large, complex organization. As such, she is familiar with technology, risk management, operational and compliance issues that are also important to FMC. In addition, as a woman, Dr. Gora is one of several members of the Board who contribute to its diversity, which the Board believes significantly benefits the Board, the Company and the shareholders. Dr. Gora serves on the Board’s Nominating and Governance Committee. She resides in Muncie, Indiana, the location of FMC’s principal office and one of its principal markets. |

|                                         |
|-----------------------------------------|
|                                         |  |
| Gary J. LehmanAge 60Director Since 2011 | Mr. Lehman is the Oerlikon Group’s Country President for the Americas, having been appointed to this position in November 2012. Oerlikon, a global company based in Switzerland, is a highly innovative industrial group specializing in machine and plant engineering. Mr. Lehman was the CEO of Oerlikon’s Drive Systems segment from 2010 to 2012 and the President and CEO of Fairfield Manufacturing Company Inc. (Oerlikon Fairfield) from 2003 to 2012. He is currently Fairfield’s Chairman. Fairfield, a part of Oerlikon’s Drive Systems segment, is headquartered in Lafayette, Indiana and is the largest independent gear manufacturer in the United States. Prior to 2003, Mr. Lehman was the Managing Director and founder of The Cannelton Group, a provider of operations and financial assistance to private equity and closely held manufacturing firms; President and CEO of Philips Lighting Electronics NA and Advance Transformer, a wholly owned subsidiary of Philips Electronics NV; and Senior Vice President of Worldwide Operations and General Manager of the Body Systems Division of ITT Automotive. Mr. Lehman is a member of the Purdue University Board of Trustees and has served on the Indiana Commission for Higher Education.  Among the qualifications Mr. Lehman brings to the Board are his extensive and varied business and executive leadership skills and experience gained as the CEO of companies that compete in global, high technology markets. FMC also benefits from his insights gained from integrating business units of a major international company, including issues involving operations and risk management.Mr. Lehman serves on the Board’s Compensation and Human Resources Committee. He resides in Lafayette, Indiana, one of FMC’s principal markets. |

----

|                                            |
|--------------------------------------------|
|                                            |  |
| Jean L. WojtowiczAge 55Director Since 2004 | Ms. Wojtowicz is the President of Cambridge Capital Management Corp., a manager of non-traditional sources of capital for businesses. Cambridge has provided more than $500 million to more than 1,200 businesses in the manufacturing, service and retail sectors since Ms. Wojtowicz founded the company in 1983. Cambridge manages the Indiana Statewide Certified Development Corporation, which provides fixed-asset financing to small businesses; the Indiana Community Business Credit Corporation, a consortium of financial institutions that pool money to provide working capital loans to businesses in a growth stage; and Lynx Capital Corporation, which provides debt and equity financing to minority-owned companies. Cambridge is also the general partner of Cambridge Ventures L.P., a licensed small business investment company. Ms. Wojtowicz is one of the seven Board members of the Indiana Department of Financial Institutions, the agency responsible for supervising financial institutions incorporated in Indiana. She is also a member of the Indianapolis Airport Authority Board of Directors, which operates the Indianapolis International Airport and five general aviation airports in the Indianapolis metropolitan area; and she authors frequent articles and columns for the Indianapolis Business Journal, Hoosier Banker, and other business and financial publications.Among the qualifications Ms. Wojtowicz brings to the Board are her knowledge of the banking and financial services industry and her business and financial acumen. The Indiana Chamber of Commerce named Ms. Wojtowicz the “2011 Business Leader of the Year” because of her significant contributions to the state’s economy and workforce by connecting small businesses with funding options and vital entrepreneurial advice. Ms. Wojtowicz’ expertise in risk management and compliance are valued by the Board. In addition, as a woman, Ms. Wojtowicz is one of several members of the Board who contribute to its diversity, which the Board believes significantly benefits the Board, the Company, and the shareholders.Ms. Wojtowicz chairs the Board’s Risk and Credit Policy Committee and serves on the Audit Committee. The Board has determined that she is an “audit committee financial expert.” She resides in the Indianapolis metropolitan area, one of FMC’s high growth markets.Ms. Wojtowicz is a director of Vectren Corporation, which is listed on the New York Stock Exchange, where she chairs the Compensation and Benefits Committee and serves on the Audit Committee. She is also a director of First Internet Bank of Indiana, and its parent, First Internet Bancorp, a NASDAQ company, where she chairs the Audit Committee; and she is a director of American United Mutual Insurance Holding Company, serving on its Audit and Investment Committees. |

----

|                                         |
|-----------------------------------------|
|                                         |  |
| Class III (Terms expire 2015):          |   |
| William L. HoyAge 64Director Since 2007 | Mr. Hoy has served as the CEO of Columbus Sign Company, a custom sign and graphic fabricator, since 1990. Columbus Sign has served central Ohio and beyond for 100+ years and is one of Ohio’s largest full-service sign companies. Its work encompasses all phases of signage production including interior and exterior sign design, fabrication and installation. Mr. Hoy is also the co-owner and Vice President/Treasurer of Innocom Corporation, an environmental graphic design and custom display company; and he is the managing partner and co-owner of M&B Properties, a real estate partnership based in Columbus. Mr. Hoy was a founding director of Commerce National Bank (“Commerce”), a Columbus-based bank that FMC acquired in 2002. Mr. Hoy continued as a Commerce director until FMC merged all of its subsidiary bank charters into First Merchants Bank, N. A. in 2009. For many years, Mr. Hoy has been a member of the board of directors of the Columbus Zoo and Aquarium, one of America’s leading zoos, and he has served as the Chairman of that board.Among the qualifications Mr. Hoy brings to the Board are his background and experience gained as the CEO of a well-established business and as a civic leader in Columbus.  He is the only member of the Board who is based in the Columbus market, where the Company is committed to expanding its footprint.  Mr. Hoy also provides the Board a unique perspective as a small business owner, as an entrepreneur and as a 20-year director of Commerce that includes 12 years before it was acquired by FMC. Mr. Hoy serves on the Board’s Compensation and Human Resources Committee. He resides in the Columbus metropolitan area, one of FMC’s high growth markets. |

|                                             |
|---------------------------------------------|
|                                             |  |
| Patrick A. ShermanAge 65Director Since 2009 | Mr. Sherman is a certified public accountant and a partner in the accounting firm of Sherman & Armbruster LLP, which he co-founded more than 30 years ago. He is also a part owner and officer of several small businesses located in the Indianapolis metropolitan area and elsewhere. Mr. Sherman is also a member of the board of directors and executive committee of the Johnson County Development Corp., a nonprofit private/public partnership providing economic development services for companies throughout Johnson County, Indiana. He was a director of Lincoln Bancorp from 2005 until its acquisition by FMC in 2009. Mr. Sherman chaired Lincoln’s Audit and Compliance Committees. He served as a director of Heartland Community Bank from 1997 to 2005, when Heartland was acquired by Lincoln. As a Heartland director, Mr. Sherman was Vice Chairman of the board and chaired the Audit Committee.Among the qualifications Mr. Sherman brings to the Board are his professional financial expertise and, as Chairman of FMC’s Audit Committee, his experience chairing audit committees, in particular those of two other financial institutions. Mr. Sherman is the only member of the Board who is based in the southern half of the Indianapolis metropolitan area, which has become a significant market for the Company following its acquisition of Lincoln.Mr. Sherman chairs the Board’s Audit Committee. The Board has determined that he is an “audit committee financial expert.” He resides in the Indianapolis metropolitan area, one of FMC’s high growth markets. |

----

----

----

|         |                                                            |
|---------|------------------------------------------------------------|
| • | the integrity of the Company’s financial statements; |

|         |                                                                        |
|---------|------------------------------------------------------------------------|
| • | the Company’s compliance with legal and regulatory requirements; |

|         |                                                                                     |
|---------|-------------------------------------------------------------------------------------|
| • | the Company’s independent accountants’ qualifications and independence; |

|         |                                                                                             |
|---------|---------------------------------------------------------------------------------------------|
| • | the performance of the Company’s independent accountants and internal audit function; |

|         |                                                                   |
|---------|-------------------------------------------------------------------|
| • | the Company’s compliance with its ethical requirements; and |

|         |                                                                                                                                                      |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | preparing the report of the Committee required by Item 407(d)(3) of SEC Regulation S-K to be included in the Company’s annual proxy statement. |

----

----

|         |                                                                                                                                                                                      |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | developing and recommending to the Board the appropriate size and structure of the Board and its standing committees, as well as the qualifications for serving on these committees; |

|         |                                                                                                                                          |
|---------|------------------------------------------------------------------------------------------------------------------------------------------|
| • | developing and recommending to the Board a position description, including a list of Board responsibilities and directors’ duties; |

|         |                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | annually reviewing the composition of the Board as a whole, including the balance of independence, business expertise, experience, diversity and other desired qualities; |

|         |                                                              |
|---------|--------------------------------------------------------------|
| • | maintaining up-to-date criteria for selecting Board members; |

|         |                                                                              |
|---------|------------------------------------------------------------------------------|
| • | reviewing the credentials of individuals suggested as prospective directors; |

|         |                                                                                                                                    |
|---------|------------------------------------------------------------------------------------------------------------------------------------|
| • | nominating individuals to serve as members of the Board, including the annual slate of directors for election by the shareholders; |

|         |                                        |
|---------|----------------------------------------|
| • | nominating the Board’s officers; |

|         |                                                                                                                                                                   |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | overseeing the Company’s compliance with laws and regulations that relate to its governance structure and processes, including those of the SEC and NASDAQ; |

|         |                                                                                                              |
|---------|--------------------------------------------------------------------------------------------------------------|
| • | providing for director continuing education and periodic self-assessment of the Board’s effectiveness; |

|         |                                                                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviewing and making recommendations to the Board concerning the Company’s Code of Conduct and Code of Ethics for financial management; and |

|         |                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------|
| • | annually reviewing the Company’s change of control agreements with the NEOs and certain other senior management employees. |

----

|         |                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------|
| • | ethical character and sharing of the Company’s values as reflected in its mission and vision statements; |

|         |                                                                                                |
|---------|------------------------------------------------------------------------------------------------|
| • | personal and professional reputation consistent with the Company’s reputation and image; |

|         |                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------|
| • | superior credentials, accomplishments and recognition in the nominee’s field, with demonstrated sound business judgment; |

|         |                                                                                                                                                                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | in general, experience as a current or former CEO or in a comparable leadership position with a public company or other complex business or organization, which may include an educational, governmental, scientific or other non-profit entity; |

|         |                                                                                                                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | ability and willingness to devote sufficient time to carry out duties and responsibilities of Board membership and to commit to serve on the Board for several years in order to gain knowledge of the Company’s principal business and operations; |

|         |                                                                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | ability and willingness to acquire and hold shares of the Company’s stock in accordance with Board-established guidelines, to assure that the nominee’s financial interests are aligned with those of other shareholders; |

|         |                                                                                                                                                                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | relevant expertise and experience – in particular, financial acumen – and ability and willingness to offer advice and guidance to the Company’s CEO and other senior management based on that expertise and experience while working cooperatively with other directors and management; |

|         |                                                                                                                                                                                                                                                                                                                                                    |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | “independence” (for non-employee directors), as defined in SEC regulations and the NASDAQ Listing Rules, but also by avoiding conflicts or appearances of conflicts of interest, and by ability to objectively appraise management performance, represent shareholder interests and remain independent of any particular constituency; |

|         |                                                                                                                                                                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | together with other directors, possession of attributes that contribute to a diverse and complementary Board, with diversity reflecting gender, ethnicity, educational, professional and/or managerial backgrounds and experience, and other relevant considerations; |

|         |                                                                   |
|---------|-------------------------------------------------------------------|
| • | willingness to assist the Company in developing new business; and |

|         |                                                 |
|---------|-------------------------------------------------|
| • | residence in FMC’s market coverage areas. |

----

|         |                                                                                                                          |
|---------|--------------------------------------------------------------------------------------------------------------------------|
| • | maintains a clear understanding and working knowledge of the principal risks inherent in the Company’s activities; |

|         |                                                                               |
|---------|-------------------------------------------------------------------------------|
| • | assigns the oversight of each risk type to a standing committee of the Board; |

|         |                                                                                                                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | guides management in defining the Company’s risk thresholds, appetite and profiles while taking into consideration its strategic goals, objectives, markets and macro-economic conditions; |

|         |                                                                                                                                                                                                                                                              |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | establishes risk thresholds and monitors them not less than quarterly (including specific limitations on the authority of management above which the Board reserves exclusive authority – which it may delegate to a standing committee of the Board); |

|         |                                                                                                                                 |
|---------|---------------------------------------------------------------------------------------------------------------------------------|
| • | establishes specific measures which delineate the level and trend of principal risks and their potential impact on the Company; |

|         |                                                                                                                                                                                                     |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | evaluates the impact of changes to risk thresholds prior to any modification, after consideration of changes in market conditions, the Company’s strategy and/or associated risk assessments; |

|         |                                                                                                                                   |
|---------|-----------------------------------------------------------------------------------------------------------------------------------|
| • | monitors emerging risks to the Company and how management will monitor, manage and mitigate those risks on a proactive basis; and |

|         |                                                                                                                                                                                                            |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | performs duties and responsibilities enumerated and consistent with the Committee’s Charter and considers enterprise risk in relation to the potential for growth and increase in shareholder value. |

----

|         |                                                                                                          |
|---------|----------------------------------------------------------------------------------------------------------|
| • | establishing the Company’s general compensation philosophy in consultation with senior management; |

|         |                                                                                                                   |
|---------|-------------------------------------------------------------------------------------------------------------------|
| • | overseeing the development and implementation of policies and programs to carry out this compensation philosophy; |

|         |                                                                                                                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | periodically reviewing and evaluating the effectiveness of and risks associated with the Company’s compensation policies and programs, and making such modifications as the Committee deems necessary or advisable; |

|         |                                                                                                                                                                                                                     |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviewing the performance and approving the compensation and benefits to be paid to the executive officers and senior management employees of the Company and the Regional Presidents and CEOs of its subsidiaries; |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                            |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reviewing the performance and approving the compensation and benefits to be paid to the senior management employees of FMC’s subsidiaries and approving the compensation ranges and benefits for other officers and employees of the Company and its subsidiaries (the Committee has generally delegated this function to the Company’s CEO and the Regional Presidents and CEOs of FMC’s subsidiaries); |

|         |                                                                                                                                                                                                                                                                                           |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | administering the Company’s incentive compensation plans, equity-based compensation plans, and deferred compensation plans, and reviewing the effectiveness of these plans and making recommendations to the Board concerning the adoption, amendment or termination of such plans; |

|         |                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------|
| • | reviewing and making recommendations to the Board regarding the compensation of the non-employee directors; and |

|         |                                                                                                                                                      |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | preparing the report of the Committee required by Item 407(e)(5) of SEC Regulation S-K to be included in the Company’s annual proxy statement. |

----

----

|         |                                                           |
|---------|-----------------------------------------------------------|
| • | Michael C. Rechin, President and Chief Executive Officer; |

|         |                                                                         |
|---------|-------------------------------------------------------------------------|
| • | Mark K. Hardwick, Executive Vice President and Chief Financial Officer; |

|         |                                                                         |
|---------|-------------------------------------------------------------------------|
| • | Michael J. Stewart, Executive Vice President and Chief Banking Officer; |

|         |                                                                             |
|---------|-----------------------------------------------------------------------------|
| • | Robert R. Connors, Senior Vice President and Chief Information Officer; and |

|         |                                                                 |
|---------|-----------------------------------------------------------------|
| • | John J. Martin, Senior Vice President and Chief Credit Officer. |

----

----

|                                          |
|------------------------------------------|
|                                          |  |
| 1st Source Corporation                   | MainSource Financial Group, Inc. |
| Capitol Bancorp, Ltd.                    | MB Financial Inc. |
| Chemical Financial Corporation           | National Penn Bancshares, Inc. |
| Community Trust Bancorp, Inc             | Old National Bancorp |
| F. N. B. Corporation                     | Park National Corporation |
| First Busey Corporation                  | Pinnacle Financial Partners, Inc. |
| First Commonwealth Financial Corporation | Republic Bancorp, Inc. |
| First Financial Bancorp                  | S & T Bancorp, Inc. |
| First Midwest Bancorp, Inc.              | S. Y. Bancorp, Inc. |
| Heartland Financial USA, Inc.            | Taylor Capital Group, Inc. |
| Independent Bank Corporation             |  |

----

----

|              |
|--------------|
|              |  |  |
| NEO          | Salary Increase | March 1, 2012 Base Salary |
| Mr. Rechin   | $13,000 | $375,000 |
| Mr. Hardwick | 13,100 | 275,100 |
| Mr. Stewart  | 11,600 | 268,600 |
| Mr. Connors  | 4,250 | 207,250 |
| Mr. Martin   | 10,500 | 200,000 |

----

----

----

----

----

----

|                             |
|-----------------------------|
|                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-equity Incentive Plan Compensation(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total |
| Michael C. Rechin           | 2010 |  | $350,000 |  |  | $88,350 |  |  | $0 |  |  | $0 |  |  | $0 |  |  | $60,182 |  |  | $498,532 |  |
| President and Chief         | 2011 | 359,692 |  | 147,200 |  |  | 64,590 |  |  | 69,490 |  | 640,972 |  |
| Executive Officer           | 2012 | 372,500 |  | 179,804 |  | 51,374 |  | 259,819 |  |  | 111,832 |  | 975,329 |  |
|                             |  |  |  |  |  |  |  |  |
| Mark K. Hardwick            | 2010 | 250,000 |  | 58,900 |  |  |  | 5,549 |  | 17,385 |  | 331,834 |  |
| Executive Vice President    | 2011 | 259,692 |  | 101,200 |  |  | 41,553 |  | 10,787 |  | 17,351 |  | 430,583 |  |
| and Chief Financial Officer | 2012 | 269,936 |  | 135,138 |  | 28,970 |  | 169,000 |  | 8,431 |  | 25,988 |  | 637,463 |  |
|                             |  |  |  |  |  |  |  |  |
| Michael J. Stewart          | 2010 | 245,000 |  | 58,900 |  |  |  |  | 12,498 |  | 316,398 |  |
| Executive Vice President    | 2011 | 254,692 |  | 101,200 |  |  | 40,760 |  |  | 12,530 |  | 409,182 |  |
| and Chief Banking Officer   | 2012 | 266,369 |  | 133,431 |  | 28,970 |  | 165,149 |  |  | 33,254 |  | 627,173 |  |
|                             |  |  |  |  |  |  |  |  |
| Robert R. Connors           | 2010 | 200,000 |  | 24,738 |  |  | 16,320 |  | 9,450 |  | 11,784 |  | 262,292 |  |
| Senior Vice President and   | 2011 | 202,423 |  | 18,400 |  | 6,838 |  | 69,182 |  | 12,901 |  | 14,808 |  | 324,552 |  |
| Chief Information Officer   | 2012 | 206,433 |  | 25,605 |  |  | 87,816 |  | 9,387 |  | 20,918 |  | 350,159 |  |
|                             |  |  |  |  |  |  |  |  |
| John J. Martin              | 2010 | 181,692 |  | 17,670 |  | 3,730 |  | 15,014 |  |  | 9,218 |  | 227,324 |  |
| Senior Vice President       | 2011 | 188,442 |  | 36,800 |  | 3,108 |  | 64,221 |  |  | 10,988 |  | 303,559 |  |
| and Chief Credit Officer    | 2012 | 197,981 |  | 63,728 |  |  | 89,721 |  |  | 16,383 |  | 367,813 |  |

|     |                                                                                                                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | A discussion of the assumptions used in calculating these values is contained in Note 17 to the 2012 audited financial statements, on page 83 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |

|     |                                                                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The amounts shown in the Non-equity Incentive Plan Compensation column are payments under the SMICP for 2010, 2011 and 2012 performance that were paid in February of the following year. No bonuses were paid to any of the NEOs for 2010, 2011 or 2012 except under this Program. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | The amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for Mr. Hardwick and Mr. Connors are the changes in the actuarial present value of their frozen benefits under the Pension Plan for 2010, 2011 and 2012. Mr. Rechin, Mr. Stewart and Mr. Martin have not participated in any Company-sponsored defined benefit plan or other actuarial pension plan. No NEO received above-market or preferential earnings on deferred compensation for 2010, 2011 or 2012. |

|     |                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------|
| (1) | The amounts shown in the All Other Compensation column include the following for 2010, 2011 and 2012, respectively: |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|                    |  | Estimated future payouts under non-equity incentive plan awards(1) | All other Stock Awards; Number of Shares of Stock or Units | All other Option Awards; Number  of Securities Underlying Options | Exercise or Base Price of Option Awards (per share) | Grant Date Fair Value of Stock and Option Awards |
| Name               | Grant Date | Threshold | Target | Maximum |
| Michael C. Rechin  | -- | $0 | $168,750 | $337,500 |  |  |  |  |
|                    | 2/23/12 |  |  |  | 15,800 |  |  | $179,804 |
|                    | 2/23/12 |  |  |  |  | 13,300 | $11.38 | 51,374 |
|                    |  |  |  |  |  |  |  |  |
| Mark K. Hardwick   | -- | 0 | 110,040 | 220,080 |  |  |  |  |
|                    | 2/23/12 |  |  |  | 11, 875 |  |  | 135,138 |
|                    | 2/23/12 |  |  |  |  | 7,500 | 11.38 | 28,970 |
|                    |  |  |  |  |  |  |  |  |
| Michael J. Stewart | -- | 0 | 107,440 | 214,880 |  |  |  |  |
|                    | 2/23/12 |  |  |  | 11,725 |  |  | 133,431 |
|                    | 2/23/12 |  |  |  |  | 7,500 | 11.38 | 28,970 |
|                    |  |  |  |  |  |  |  |  |
| Robert R. Connors  | -- | 0 | 62,175 | 115,024 |  |  |  |  |
|                    | 2/23/12 |  |  |  | 2,250 |  |  | 25,605 |
|                    |  |  |  |  |  |  |  |  |
| John J. Martin     | -- | 0 | 60,000 | 111,000 |  |  |  |  |
|                    | 2/23/12 |  |  |  | 5,600 |  |  | 63,728 |

----

|     |                                                                                                                                                                                                                                                                                                                                                                             |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The amounts shown in the Estimated Future Payouts under Non-equity Incentive Plan Awards column are the range of payouts to the NEOs for targeted performance for 2012 under the SMICP. The payments made to the NEOs for 2012 performance under the SMICP are shown in the Non-equity Incentive Plan Compensation column of the Summary Compensation Table on page 27. |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                    | Option Awards | Stock Awards |
| Name               | Number ofSecuritiesUnderlyingUnexercisedOptions(Exercisable) | Number ofSecuritiesUnderlyingUnexercisedOptions(1)(Unexercisable) | Option Exercise Price | OptionExpirationDate | Number ofShares or Unitsof Stock ThatHave NotVested(2) | Market Valueof Shares orUnits of StockThat Have NotVested |
| Michael C. Rechin  | 10,000 |  |  |  | $25.90 |  | 11/21/2015 | 47,384 |  |  | $703,179 |  |
|                    | 8,000 |  |  | 25.14 |  | 2/10/2016 |  |  |
|                    | 12,000 |  |  | 26.31 |  | 2/8/2017 |  |  |
|                    | 15,000 |  |  | 28.25 |  | 2/27/2018 |  |  |
|                    | 20,000 |  |  | 11.14 |  | 2/24/2019 |  |  |
|                    |  | 13,300 |  | 11.38 |  | 2/23/2022 |  |  |
|                    |  |  |  |  |  |  |
| Mark K. Hardwick   | 5,249 |  |  | 23.46 |  | 7/1/2013 | 33,279 |  | 493,860 |  |
|                    | 6,000 |  |  | 25.60 |  | 7/1/2014 |  |  |
|                    | 10,000 |  |  | 26.70 |  | 9/1/2015 |  |  |
|                    | 7,000 |  |  | 25.14 |  | 2/10/2016 |  |  |
|                    | 8,000 |  |  | 26.31 |  | 2/8/2017 |  |  |
|                    | 8,000 |  |  | 28.25 |  | 2/27/2018 |  |  |
|                    | 8,000 |  |  | 11.14 |  | 2/24/2019 |  |  |
|                    |  | 7,500 |  | 11.38 |  | 2/23/2022 |  |  |
|                    |  |  |  |  |  |  |
| Michael J. Stewart | 6,000 |  |  | 25.44 |  | 1/29/2018 | 33,128 |  | 491,620 |  |
|                    | 8,000 |  |  | 11.14 |  | 2/24/2019 |  |  |
|                    |  | 7,500 |  | 11.38 |  | 2/23/2022 |  |  |
|                    |  |  |  |  |  |  |
| Robert R. Connors  | 5,249 |  |  | 23.46 |  | 7/1/2013 | 8,566 |  | 127,119 |  |
|                    | 6,000 |  |  | 25.60 |  | 7/1/2014 |  |  |
|                    | 8,000 |  |  | 26.70 |  | 9/1/2015 |  |  |
|                    | 4,000 |  |  | 25.14 |  | 2/10/2016 |  |  |
|                    | 4,500 |  |  | 26.31 |  | 2/8/2017 |  |  |
|                    | 3,000 |  |  | 28.25 |  | 2/27/2018 |  |  |
|                    | 3,000 |  |  | 11.14 |  | 2/24/2019 |  |  |
|                    |  | 2,200 |  | 9.20 |  | 2/11/2021 |  |  |
|                    |  |  |  |  |  |  |
| John J. Martin     | 2,000 |  |  | 11.14 |  | 2/24/2019 | 12,745 |  | 189,136 |  |
|                    | 2,000 |  |  | 5.89 |  | 2/25/2020 |  |  |
|                    |  | 1,000 |  | 9.20 |  | 2/11/2021 |  |  |

----

|     |                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------|
| (1) | The vesting dates of the option awards that had not vested at the end of the 2012 fiscal year are as follows: |

|     |                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------|
| (2) | The vesting dates of the stock awards that had not vested at the end of the 2012 fiscal year are as follows: |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |
| Name                                  | Option awards |   | Stock awards |
| Number of Shares Acquired on Exercise | Value Realized on Exercise |   | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) |
| Michael C. Rechin                     | — |  | — |  |   | 4,000 |  |  | $45,200 |  |
| Mark K. Hardwick                      | — |  | — |  |   | 3,200 |  | 36,160 |  |
| Michael J. Stewart                    | — |  | — |  |   | 3,200 |  | 36,160 |  |
| Robert R. Connors                     | — |  | — |  |   | 2,000 |  | 22,600 |  |
| John J. Martin                        | — |  | — |  |   | 1,200 |  | 13,560 |  |

|     |                                                                                                                                                                                                   |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The value realized on vesting was computed by multiplying the number of shares that vested by the market value of the shares – $11.30/share – on the vesting date, February 24, 2012. |

----

|                    |
|--------------------|
|                    |  |  |  |  |
| Name               | Plan name | Number of years credited service (1) | Present value of accumulated benefit | Payments during last fiscal year |
| Michael C. Rechin  | N/A | N/A | N/A | N/A |
| Mark K. Hardwick   | Pension Plan | 7.32 | $45,575 | $0 |
| Michael J. Stewart | N/A | N/A | N/A | N/A |
| Robert R. Connors  | Pension Plan | 2.50 | 97,301 | 0 |
| John J. Martin     | N/A | N/A | N/A | N/A |

|     |                                                                                                                                                                                                                                                                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Mr. Rechin, Mr. Stewart and Mr. Martin are not eligible to participate in the Pension Plan.  Mr. Hardwick’s and Mr. Connors’ benefits under the plan were frozen, effective March 1, 2005. Their years of credited service under the plan were one fewer than their number of actual years of service with the Company when the Plan was frozen. |

----

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |
| Name               | Plan name(1) | Executive Contributions in Last Fiscal year | Company's contributions in last fiscal year(2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Fiscal Year End |
| Michael C. Rechin  | SERP | 0 | $81,664 | $27,005 | $0 | $284,830 |
|                    |  |  |  |  |  |  |
| Mark K. Hardwick   | EDCP | 0 | 2,508 | 0 | 0 | 2,508 |
|                    |  |  |  |  |  |  |
| Michael J. Stewart | EDCP | $3,130 | 2,444 | 496 | 0 | 6,070 |
|                    |  |  |  |  |  |  |
| Robert R. Connors  | EDCP | 0 | 1,977 | 88 | 0 | 2,065 |
|                    |  |  |  |  |  |  |
| John J. Martin     | EDCP | 0 | 0 | 0 | 0 | 0 |

|     |                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The “SERP” is the First Merchants Corporation Defined Contribution Supplemental Executive Retirement Plan; and the “EDCP” is the First Merchants Corporation 2011 Executive Deferred Compensation Plan. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Mr. Rechin is currently the only participant in the SERP. The amount credited to his account for 2012 was 12% of his compensation. This amount is also reported as compensation to Mr. Rechin in the Summary Compensation Table on page 27, in the column headed “All Other Compensation.” Mr. Hardwick, Mr. Stewart and Mr. Connors are currently the only NEOs who are participants in the EDCP, although the plan has other participants. Mr. Stewart’s contributions to the EDCP were salary deferrals. The Company’s contributions credited to Mr. Hardwick’s, Mr. Stewart’s and Mr. Connors’ accounts under the EDCP were non-elective contributions equal to the total of the deferrals and related matching contributions that were refunded to them in 2012 under the §401(k) Plan. These amounts are also reported as compensation to Mr. Hardwick, Mr. Stewart and Mr. Connors in the Summary Compensation Table on page 27, in the column headed “All Other Compensation.” |

----

|                    |
|--------------------|
|                    |  |  |  |  |
| Name               | Multiplier | Severance Benefit Amount | Bargain Element Values of Outstanding Stock Options | Estimated Values of Insurance Coverages for 2 years |
| Michael C. Rechin  | 299% | $1,898,109 | $118,980 | $38,504 |
| Mark K. Hardwick   | 299% | 1,327,859 | 55,550 | 37,932 |
| Michael J. Stewart | 299% | 1,296,910 | 55,550 | 29,576 |
| Robert R. Connors  | 150% | 882,247 | 23,508 | 37,544 |
| John J. Martin     | 150% | 866,266 | 30,940 | 37,503 |

----

----

----

|                      |
|----------------------|
|                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Name                 | Fees Earned or paid in cash | Stock awards(1)(2) | Option awards(1)(2) | All other compensation(3) | Total |
| Michael R. Becher(5) | $ | 15,019 |  | $ | 14,981 |  | $ | 6,344 |  | $ | 34 |  | $ | 36,378 |  |
| Roderick English     | 20,021 |  | 19,979 |  | 6,344 |  | 733 |  | 47,077 |  |
| Jo Ann M. Gora       | 20,021 |  | 19,979 |  | 6,344 |  | 733 |  | 47,077 |  |
| William L. Hoy(4)    | 20,021 |  | 19,979 |  | 6,344 |  | 733 |  | 47,077 |  |
| Gary J. Lehman(4)    | 20,021 |  | 19,979 |  | 6,344 |  | 256 |  | 46,600 |  |
| Charles E. Schalliol | 40,028 |  | 39,972 |  | 6,344 |  | 1,442 |  | 87,786 |  |
| Patrick A. Sherman   | 25,022 |  | 24,978 |  | 6,344 |  | 792 |  | 57,136 |  |
| Terry L. Walker      | 25,022 |  | 24,978 |  | 6,344 |  | 856 |  | 57,200 |  |
| Jean L. Wojtowicz    | 25,022 |  | 24,978 |  | 6,344 |  | 959 |  | 57,303 |  |

|     |                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------|
| (1) | The grant date fair values of the quarterly restricted stock awards to the directors were as follows: |

|                    |
|--------------------|
|                    |  |
| March 31, 2012     | $12.34/share |
| June 30, 2012      | 12.46/share |
| September 30, 2012 | 15.01/share |
| December 31, 2012  | 14.84/share |

|     |                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | The aggregate number of stock awards that had not vested under the Equity Compensation Plan for Non-employee Directors and the aggregate number of option awards outstanding under the LTEIP at the end of the 2012 fiscal year for each director were as follows: |

|               |
|---------------|
|               |  |  |  |  |
|               | Non-Vested Stock Awards | Outstanding Option Awards |
| Mr. Becher    | 1,070 |  | 1,500 |  |
| Mr. English   | 6,462 |  | 10,628 |  |
| Dr. Gora      | 6,462 |  | 10,628 |  |
| Mr. Hoy       | 6,462 |  | 7,157 |  |
| Mr. Lehman    | 3,333 |  | 3,000 |  |
| Mr. Schalliol | 12,892 |  | 10,628 |  |
| Mr. Sherman   | 7,294 |  | 6,000 |  |
| Mr. Walker    | 7,684 |  | 8,314 |  |
| Ms. Wojtowicz | 8,505 |  | 11,785 |  |

|     |                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | The dollar amounts shown under “All Other Compensation” represent the dividends paid during 2012 on the stock awards to the non-employee directors under the Equity Compensation Plan for Non-Employee Directors. |

|     |                                                                                                                                                                                                                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | In addition to their compensation for their services as FMC directors, Mr. Hoy received $4,500 and Mr. Lehman received $15,000 from FMC’s wholly-owned subsidiary bank, First Merchants Bank, N. A., for their services as regional directors of the Bank’s Columbus Region and the Lafayette Region, respectively, in 2012. |

|     |                                              |
|-----|----------------------------------------------|
| (5) | Mr. Becher joined the Board on June 4, 2012. |

----

----

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   | 2011 |   | 2012 |
| Audit Fees         |   |  | $326,000 |  |   |  | $366,500 |  |
| Audit-Related Fees |   | 47,283 |  |   | 43,934 |  |
| Tax Fees           |   | 70,749 |  |   | 88,084 |  |
| All Other Fees     |   | 0 |  |   | 0 |  |
| Total Fees         |   |  | $444,032 |  |   |  | $498,518 |  |

----

----

----

----

----

----

----