UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         ______________________________

       DATE OF REPORT (Date of earliest event reported): December 13, 2005

                         ______________________________

                           FIRST MERCHANTS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                         _______________________________

         INDIANA                      0-17071                   35-1544218
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)



                             200 East Jackson Street
                                  P.O. Box 792
                              Muncie, IN 47305-2814
          (Address of Principal Executive Offices, including Zip Code)


                                 (765) 747-1500
              (Registrant's Telephone Number, including Area Code)


         Check  the  appropriate box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)


[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01.        Entry into a Material Definitive Agreement.

     (a) On December 13, 2005, First Merchants  Corporation (the  "Corporation")
entered into a Change of Control  Agreement  (the  "Agreement")  with Michael C.
Rechin,  its recently  appointed  Executive Vice  President and Chief  Operating
Officer.  The Agreement  provides for certain  payments to be made to Mr. Rechin
upon certain "Changes in Control" of the Corporation. A copy of the Agreement is
attached hereto as Exhibit 10.1.

Item 5.02.         Departure of Directors or Principal Officers; Election of
                   Directors; Appointment of Principal Officers.

     (d) On  December  13,  2005,  the  Board of  Directors  of the  Corporation
appointed  Michael C. Rechin to fill the vacancy on the  Corporation's  Board of
Directors  caused by the resignation of Roger M. Arwood.  Mr. Rechin's term will
continue  until the 2006 Annual  Meeting of the  Shareholders,  at which time he
will be  considered  for election for a full three (3) year term. As of the date
of  this  report,  the  Board  of  Directors  has not yet  determined  on  which
committees Mr. Rechin will serve.

Item 9.01.        Financial Statements and Exhibits.

     (c) (10.1) Change of Control  Agreement between the Corporation and Michael
C. Rechin, dated December 13, 2005


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities  Exchange Act  of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         DATE:  December 13, 2005.

                                               FIRST MERCHANTS CORPORATION


                                               By:  /s/ Michael L. Cox
                                                    ----------------------------
                                                        Michael L. Cox,
                                                        President and
                                                        Chief Executive Officer


<PAGE>

                                  EXHIBIT INDEX

     10.1 Change of Control  Agreement  between First Merchants  Corporation and
Michael C. Rechin, dated December 13, 2005.

<PAGE>
                           First Merchants Corporation

                                Exhibit No. 10.1

                           CHANGE OF CONTROL AGREEMENT

     This  Agreement is made and entered  into as of December  13, 2005,  by and
between  First  Merchants  Corporation,   an  Indiana  corporation  (hereinafter
referred to as  "Corporation"),  with its principal  office  located at 200 East
Jackson Street, Muncie,  Indiana, and Michael Rechin (hereinafter referred to as
"Executive"), of Carmel, Indiana.

     WHEREAS,  the  Corporation  considers the  continuance  of  proficient  and
experienced  management  to be essential to  protecting  and  enhancing the best
interests of the Corporation and its shareholders; and

     WHEREAS,  the Corporation  desires to assure the continued  services of the
Executive on behalf of the Corporation; and

     WHEREAS,  the  Corporation  recognizes  that if faced with a proposal for a
Change of Control, as hereinafter defined, the Executive will have a significant
role in helping the Board of Directors assess the options and advising the Board
of  Directors  on what  is in the  best  interests  of the  Corporation  and its
shareholders;  and it is necessary  for the Executive to be able to provide this
advice  and  counsel  without  being  influenced  by  the  uncertainties  of the
Executive's own situation; and

     WHEREAS, the Corporation desires to provide fair and reasonable benefits to
the  Executive  on the terms and  subject  to the  conditions  set forth in this
Agreement.

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein  contained  and  the  continued   employment  of  the  Executive  by  the
Corporation  as its Executive Vice President and Chief  Operating  Officer,  the
Corporation and the Executive,  each intending to be legally bound, covenant and
agree as follows:

     1. Term of Agreement.

     This  Agreement  shall  continue  in  effect  through  December  31,  2006;
provided,  however,  that  commencing  on December 31, 2006 and each December 31
thereafter,  the term of this Agreement shall  automatically be extended for one
additional  year  unless,  not  later  than  October  31,  2006  or  October  31
immediately  preceding any December 31 thereafter,  the  Corporation  shall have
given the Executive  notice that it does not wish to extend this Agreement;  and
provided further, that if a Change of Control of the Corporation,  as defined in
Section 2, shall have  occurred  during the  original or  extended  term of this
Agreement, this Agreement shall continue in effect for a period of not less than
twenty-four  (24)  months  beyond  the month in which  such  Change  of  Control
occurred.

     2. Definitions.

     For purposes of this Agreement, the following definitions shall apply:

                  (A) Cause: "Cause" shall mean:

                           (1) professional incompetence;

                           (2)      willful misconduct;

                           (3)      personal dishonesty;

                           (4)      breach of fiduciary duty involving personal
                                    profit;

                           (5)      intentional failure to perform stated
                                    duties;

                           (6)      willful violation of any law, rule or
                                    regulation (other than traffic violations or
                                    similar offenses) or final cease and desist
                                    orders; and

                           (7)      any intentional material breach of any term,
                                    condition or covenant of this Agreement.
<PAGE>

                  (B) Change of Control: "Change of Control" shall mean:

                           (1)      any person (as such term is used in Sections
                                    13(d) and 14(d) of the Securities Exchange
                                    Act of 1934 ["Exchange Act"]), other than
                                    the Corporation, is or becomes the
                                    Beneficial Owner (as defined in Rule 13d-3
                                    under the Exchange Act) directly or
                                    indirectly of securities of the Corporation
                                    representing twenty-five percent (25%) or
                                    more of the combined voting power of the
                                    Corporation's then outstanding securities;

                           (2)      persons constituting a majority of the Board
                                    of Directors of the Corporation were not
                                    directors of the Corporation for at least
                                    the twenty-four (24) preceding months;

                           (3)      the stockholders of the Corporation approve
                                    a merger or consolidation of the Corporation
                                    with any other corporation, other than (a) a
                                    merger or consolidation which would result
                                    in the voting securities of the Corporation
                                    outstanding immediately prior thereto
                                    continuing to represent (either by remaining
                                    outstanding or by being converted into
                                    voting securities of the surviving entity)
                                    more than fifty percent (50%) of the
                                    combined voting power of the voting
                                    securities of the Corporation or such
                                    surviving entity outstanding immediately
                                    after such a merger or consolidation, or (b)
                                    a merger or consolidation effected to
                                    implement a recapitalization of the
                                    Corporation (or similar transaction) in
                                    which no person acquires fifty percent (50%)
                                    or more of the combined voting power of the
                                    Corporation's then outstanding securities;
                                    or

                           (4)      the stockholders of the Corporation approve
                                    a plan of complete liquidation of the
                                    Corporation or an agreement for the sale or
                                    disposition by the Corporation of all or
                                    substantially all of the Corporation's
                                    assets.

                  (C)      Date of Termination: "Date of Termination" shall mean
                           the date stated in the Notice of Termination (as
                           hereinafter defined) or thirty (30) days from the
                           date of delivery of such notice, as hereinafter
                           defined, whichever comes first.

                  (D)      Disability: "Disability" shall mean the definition of
                           such term as used in the disability policy then in
                           effect for the Corporation, and a determination of
                           full disability by the Corporation; provided that in
                           the event there is no disability insurance then in
                           force, "disability" shall mean incapacity due to
                           physical or mental illness which will have caused the
                           Executive to have been unable to perform his duties
                           with the Corporation on a full time basis for one
                           hundred eighty (180) consecutive calendar days.

                  (E)      Notice of Termination: "Notice of Termination" shall
                           mean a written notice, communicated to the other
                           parties hereto, which shall indicate the specific
                           termination provisions of this Agreement relied upon
                           and set forth in reasonable detail the facts and
                           circumstances claimed to provide a basis for
                           termination of the Executive's employment under the
                           provisions so indicated.

                  (F)      Retirement: "Retirement" shall mean termination of
                           employment by the Executive in accordance with the
                           Corporation's normal retirement policy generally
                           applicable to its salaried employees in effect at the
                           time of a Change of Control.
     3. Termination.

                  (A)      General. If any of the events described in Section 2
                           constituting a Change in Control of the Corporation
                           shall have occurred, the Executive shall be entitled
                           to the benefits described in Section 4 upon the
                           subsequent termination of the Executive's employment
                           during the term of this Agreement, unless such
                           termination is (a) because of the death or Disability
                           of the Executive, (b) by the Corporation for Cause,
                           or (c) by the Executive other than on account of
                           Constructive Termination (as hereinafter defined).
<PAGE>

                  (B)      If, following  a Change of Control,  the  Executive's
                           employment  shall be  terminated  for  Cause,  the
                           Corporation  shall pay him his salary  through the
                           Date of Termination at the rate in effect on the date
                           of the Notice of Termination,  and the Corporation
                           shall have no further obligations under this
                           Agreement.  If, following  a Change of Control,  the
                           Executive's  employment  shall be  terminated  as a
                           result of death or Disability,  compensation  to the
                           Executive shall be made pursuant to the Corporation's
                           then existing policies  on death or  Disability,  and
                           the  Corporation  shall  have no  further obligations
                           under  this Agreement.  If,  following a Change of
                           Control,  the  Executive's  employment  is terminated
                           by and at the request of the Executive as a result of
                           Retirement,  compensation to the Executive shall be
                           made pursuant to the Corporation's  normal retirement
                           policy generally  applicable to its salaried
                           employees at the time of the Change of Control, and
                           the Corporation shall have no further obligations
                           under this Agreement.

                  (C)      Constructive Termination. The Executive shall be
                           entitled to terminate his employment upon the
                           occurrence of Constructive Termination. For purposes
                           of this Agreement, "Constructive Termination" shall
                           mean, without the Executive's express written
                           consent, the occurrence, after a Change of Control of
                           the Corporation, of any of the following
                           circumstances:

                           (1)      the assignment to the Executive of any
                                    duties inconsistent (unless in the nature of
                                    a promotion) with the position in the
                                    Corporation that the Executive held
                                    immediately prior to the Change of Control
                                    of the Corporation, or a significant adverse
                                    reduction or alteration in the nature or
                                    status of the Executive's position, duties
                                    or responsibilities or the conditions of the
                                    Executive's employment from those in effect
                                    immediately prior to such Change of Control;

                           (2)      a reduction in the Executive's annual base
                                    salary, as in effect immediately prior to
                                    the Change of Control of the Corporation or
                                    as the same may be adjusted from time to
                                    time, except for across-the-board salary
                                    reductions similarly affecting all
                                    management personnel of the Corporation;

                           (3)      the Corporation requires the Executive to be
                                    relocated anywhere other than its offices in
                                    Muncie, Indiana;

                           (4)      the taking of any action to deprive the
                                    Executive of any material fringe benefit
                                    enjoyed by him at the time of the Change of
                                    Control, or the failure to provide him with
                                    the number of paid vacation days to which he
                                    is entitled on the basis of years of service
                                    with the Corporation and in accordance with
                                    the Corporation's normal vacation policy in
                                    effect at the time of the Change of Control;

                           (5)      the failure to continue to provide the
                                    Executive with benefits substantially
                                    similar to those enjoyed by the Executive
                                    under any of the Corporation's life
                                    insurance, medical, health and accident, or
                                    disability plans in which the Executive was
                                    participating at the time of the Change of
                                    Control of the Corporation, or the taking of
                                    any action which would directly or
                                    indirectly materially reduce any of such
                                    benefits; or

                           (6)      the failure of the Corporation to continue
                                    this Agreement in effect, or to obtain a
                                    satisfactory agreement from any successor to
                                    assume and agree to perform this Agreement,
                                    as contemplated in Section 5 hereof.
<PAGE>

     4. Compensation Upon Termination.

     Following a Change of Control, if his employment by the Corporation shall
be terminated by the Executive on account of Constructive Termination or by the
Corporation other than for Cause, death, Disability, or Retirement (by and at
the request of the Executive), then the Executive shall be entitled to the
benefits provided below:

                  (A)      No later than the fifth day following the Date of
                           Termination, the Corporation shall pay to the
                           Executive his full base salary through the Date of
                           Termination, at the rate in effect at the time Notice
                           of Termination is given, plus all other amounts to
                           which the Executive is entitled under any incentive,
                           bonus or other compensation plan of the Corporation
                           in effect at the time such payments are due;

                  (B)      In lieu of any further salary payments to the
                           Executive for periods subsequent to the Date of
                           Termination, no later than the fifth day following
                           the Date of Termination, the Corporation shall pay to
                           the Executive a lump sum severance payment, in cash,
                           equal to two and ninety-nine hundredths (2.99) times
                           the sum of (a) the Executive's annual base salary
                           rate as in effect on the date of the Notice of
                           Termination, and (b) the largest bonus received by
                           the Executive during the two (2) years immediately
                           preceding the Date of Termination under the
                           Corporation's Management Incentive Plan covering the
                           Executive;

                  (C)      During the period beginning with the Executive's Date
                           of Termination and continuing until the earlier of
                           (a) the second anniversary of such Date of
                           Termination, or (b) Executive's sixty-fifth (65th)
                           birthday, the Corporation shall arrange to provide
                           the Executive with life, disability, accident and
                           health insurance benefits substantially similar to
                           those which the Executive was receiving immediately
                           prior to the Notice of Termination and shall pay the
                           same percentage of the cost of such benefits as the
                           Corporation was paying on the Executive's behalf on
                           the date of such Notice;

                  (D)      In lieu of shares of common stock of the Corporation
                           ("Corporation  Shares") issuable upon the exercise of
                           outstanding  options  ("Options"),  if any, granted
                           to the Executive under any Corporation stock option
                           plan (which Options shall be cancelled  upon the
                           making of the payment  referred to below),  the
                           Executive  shall receive an amount in cash equal to
                           the  product  of (a) the  excess of the  higher of
                           the  closing  price of Corporation  Shares as
                           reported on the NASDAQ National Market System, the
                           American Stock Exchange or the New York Stock
                           Exchange,  wherever listed,  on or nearest the Date
                           of Termination or the highest per share price for
                           Corporation  Shares actually paid in connection with
                           any Change of Control of the Corporation,  over the
                           per share  exercise  price of each Option  held by
                           the  Executive  (whether or not then fully
                           exercisable), times (b) the number of Corporation
                           Shares covered by each such Option;

                  (E)      If the  payments or  benefits,  if any,  received or
                           to be received  by the  Executive  (whether  under
                           this Agreement or under any other plan, arrangement,
                           or agreement between the Executive and the
                           Corporation),  in connection with termination or
                           Constructive  Termination of the Executive's
                           employment following a Change of Control,  constitute
                           an "excess parachute  payment" within the meaning of
                           ss.280G of the Internal Revenue Code ("Code"),  the
                           Corporation  shall pay to the  Executive,  no later
                           than the fifth day following the Date of Termination,
                           an additional amount (as determined by the
                           Corporation's independent public accountants) equal
                           to the excise tax, if any,  imposed on the "excess
                           parachute  payment"  under ss.4999 of the Code;
                           provided, however,  if the amount of such excise tax
                           is finally  determined to be more or less than the
                           amount paid to the Executive  hereunder,  the
                           Corporation (or the Executive if the finally
                           determined  amount is less than the  original  amount
                           paid) shall pay the  difference  between the amount
                           originally  paid and the finally determined  amount
                           to the  other  party  no  later  than the  fifth  day
                           following  the  date  such  final determination is
                           made;
<PAGE>

                  (F)      The Corporation shall pay to the Executive all
                           reasonable legal fees and expenses incurred by the
                           Executive as a result of such termination (including
                           all such fees and expenses, if any, incurred in
                           contesting or disputing any such termination or in
                           seeking to obtain or enforce any right or benefit
                           provided by this Agreement), unless the
                           decision-maker in any proceeding, contest, or dispute
                           arising hereunder makes a formal finding that the
                           Executive did not have a reasonable basis for
                           instituting such proceeding, contest, or dispute;

                  (G)      The Corporation shall provide the Executive with
                           individual out-placement services in accordance with
                           the general custom and practice generally accorded to
                           an executive of the Executive's position.

         5. Successors; Binding Agreement.

                  (A)      The Corporation shall require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or  substantially
                           all of the business  and/or assets of the Corporation
                           to expressly assume and agree to perform this
                           Agreement  in the same manner and to the same extent
                           that the  Corporation would be  required  to perform
                           it if no such  succession  had taken  place.  Failure
                           of the  Corporation  to obtain such assumption and
                           agreement prior to the  effectiveness of any such
                           succession shall be a breach of this Agreement and
                           shall entitle the Executive to  compensation  from
                           the Corporation in the same amount and on the same
                           terms to which the  Executive  would be  entitled
                           hereunder  if the  Executive  terminates  his
                           employment on account of Constructive  Termination
                           following a Change of Control of the Corporation,
                           except that  for the  purposes  of  implementing  the
                           foregoing,  the date on which  any such  succession
                           becomes effective shall be deemed the Date of
                           Termination.  As used in this Agreement,  "the
                           Corporation" shall mean the  Corporation  and any
                           successor to its business  and/or assets as aforesaid
                           which assumes and agrees to perform this Agreement,
                           by operation of law or otherwise.

                  (B)      This Agreement shall inure to the benefit of and be
                           enforceable by the Executive and his personal or
                           legal representatives, executors, administrators,
                           successors, heirs, distributees, devisees and
                           legatees. If the Executive should die while any
                           amount would still be payable to the Executive
                           hereunder had the Executive continued to live, all
                           such amounts, unless otherwise provided herein, shall
                           be paid in accordance with the terms of this
                           Agreement to the devisee, legatee or other designee
                           or, if there is no such designee, to his estate.

     6. Miscellaneous.

     No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer as may be specifically designated by the Corporation.
No waiver by either  party  hereto at the time of any breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No agreement or  representations,  oral or otherwise,  express or implied,
with respect to the subject  matter  hereof have been made by either party which
are not expressly  set forth in this  Agreement.  The validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of Indiana  without  regard to its  conflicts of law  principles.  All
references  to a section of the Exchange Act or the Code shall be deemed also to
refer to any successor  provisions to such  section.  Any payments  provided for
hereunder  shall  be  paid  net of any  applicable  withholding  required  under
federal,  state or local law. The obligations of the Corporation under Section 4
shall survive the expiration of the term of this Agreement.

<PAGE>

     7. Validity.

     The invalidity or unenforceability of any provision of this Agreement shall
not  affect  the  validity  or  enforceability  of any other  provision  of this
Agreement, which shall remain in full force and effect.

     8. Counterparts.

     This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original,  but all of which together shall constitute one and
the same instrument.

     9. Arbitration.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three (3) arbitrators in Muncie,  Indiana in accordance with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     10. Entire Agreement.

     This  Agreement  sets forth the entire  agreement of the parties  hereto in
respect  of the  subject  matter  contained  herein  and  supersedes  all  prior
agreements, promises, covenants, arrangements,  communications,  representations
or  warranties,   whether  oral  or  written,   by  any  officer,   employee  or
representative  of any party  hereto;  and any prior  agreement  of the  parties
hereto in respect of the subject matter  contained  herein is hereby  terminated
and cancelled.

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Agreement  to be
executed by their duly  authorized  officers,  and the  Executive  has hereunder
subscribed his name, as of the day and year first above written.


"CORPORATION"                                        "EXECUTIVE"

FIRST MERCHANTS CORPORATION


By /s/Michael L. Cox                           By /s/Michael Rechin
   -----------------                              -----------------
      Michael L. Cox,                                Michael Rechin
      President & Chief Executive Officer