Filed by First Merchants Corporation pursuant to
                                       Rule 425 under the Securities Act of 1933

                                    Subject Company: First Merchants Corporation

                                     Registration Statement File No.: 333-153656




On October 22, 2008, Lincoln Bancorp issued the following press release:




October 22, 2008


                  LINCOLN BANCORP ANNOUNCES THIRD QUARTER LOSS
                          DUE TO MERGER RELATED CHARGES

Lincoln  Bancorp  (NASDAQ  GM:  LNCB),  the  holding  company of  Lincoln  Bank,
announced today that excluding certain charges related to its proposed merger as
discussed below,  Lincoln's net income for the third quarter ended September 30,
2008 would have been  $932,000 or $.18 for both basic and diluted  earnings  per
share.  Despite a difficult economic climate,  Lincoln recorded increases in net
interest  income and net interest  margin for the quarter  compared to the third
quarter  of 2007.  However,  as a result of  accounting  charges  related to the
Lincoln's  proposed merger - most  significantly a write-down of goodwill on the
books from  previous  acquisitions  - Lincoln will show a net loss for financial
reporting purposes.

As  announced  on   September   3,  2008,   Lincoln   entered  an  Agreement  of
Reorganization  and  Merger  with  First  Merchants  Corporation.  In all merger
transactions,  goodwill recorded on the books of the company being acquired as a
result of prior acquisitions of other companies is eliminated at the time of the
merger.  In the case of the proposed  merger between Lincoln and First Merchants
and the exchange  ratio  contained  in the merger  agreement,  accounting  rules
required  that an  evaluation  of goodwill for  impairment  be  performed.  This
evaluation  determined  that  goodwill  from  previous  acquisitions  should  be
eliminated immediately rather than at the conclusion of the merger.

The following  table  summarizes  the effects of the merger  charges  including:
accounting,  legal and investment  bank expenses and the elimination of goodwill
as discussed  above, on net income and earnings per share (EPS) for both quarter
to date and year to date ending September 30, 2008.
<table>
<caption>
--------------------------------- ------------------------------ -------------------- -----------------------
$ in 000's except EPS figures      Excluding merger costs and     Merger Costs and        Actual results
                                      goodwill elimination            goodwill
                                                                     elimination
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>                     <C>
Net income after tax-
  quarter ending September 30,2008          $ 932                   $(24,240)             $(23,308)
Net income after tax-
  -nine-month period ending
   September 30,2008                       $2,076                   $(24,240)             $(22,164)
Quarter-to-date EPS basic                    $.18                     $(4.78)               $(4.60)
Quarter-to-date EPS diluted                  $.18                     $(4.78)               $(4.60)
Year-to-date EPS basic                       $.41                     $(4.80)               $(4.39)
Year-to-date EPS diluted                     $.41                     $(4.80)               $(4.39)
--------------------------------- ------------------------------ -------------------- -----------------------
</table>
<page>
This  accounting  charge  for the  elimination  of  goodwill  had no  effect  on
Lincoln's  cash flow or the  regulatory  capital of  Lincoln  Bancorp or Lincoln
Bank.  Regulatory capital measurements used to assess the strength of individual
banks, as well as the safety and soundness of the entire banking system,  ignore
goodwill as a component of capital.

The Bank remains  "well-capitalized"  with a Tier 1 Risk-Based  Capital Ratio of
10.38%,  a Leverage  Ratio of 8.67%,  and a Total  Risk-Based  Capital  Ratio of
11.55%.  Lincoln  Bancorp  remains  "well  capitalized"  with  respect to Tier 1
Risk-Based  and  Leverage  Ratios of 10.31% and 8.61%,  respectively,  and "well
capitalized" with respect to Total Risk-Based Capital at 11.47%.

Minimum  capital  adequacy  regulatory  ratios are 4.00% for Tier 1  Risk-Based,
4.00% for Leverage Ratio and 8.00% for Total Risk-Based capital.

Jerry Engle, the Company's President and Chief Executive Officer stressed, "This
accounting  entry for  goodwill,  prompted by our  agreement to merge with First
Merchants Corporation, has absolutely no effect on Lincoln Bank's soundness as a
financial institution, the bank's cash flow or the regulatory capital of Lincoln
Bank or Lincoln Bancorp. Our customers can expect the same high level of service
they are  accustomed  to." Mr.  Engle also noted,  "We are pleased with our core
earnings during this time of financial  uncertainty.  Lincoln has maintained its
community bank focus and our merger with First Merchants  Corporation will allow
us to continue that emphasis going forward."

Michael  Rechin,  President  and  Chief  Executive  Officer  of First  Merchants
Corporation  commented,  "We look  forward to the  conclusion  of our  announced
merger with Lincoln Bancorp.  These merger charges were fully  anticipated by us
prior to our  September  3rd  announcement  to merge with Lincoln  Bancorp.  All
required  applications for approval have been filed and, at this time, no delays
are expected in  completing  the  transaction  by our  announced  target date of
December 31, 2008."

Net income excluding  merger expenses and goodwill  elimination was $932,000 for
the quarter ended September 30, 2008 or $.18 for both basic and diluted earnings
per share.  This  compares to net income in the third  quarter of 2007  totaling
$521,000, or $.10 for both basic and diluted earnings per share.
<page>
Excluding the merger related  charges and goodwill  elimination,  net income was
$2,076,000 for the nine-month  period ended  September 30, 2008 or $.41 for both
basic and diluted earnings per share.

Assets  totaled  $831.1  million at September 30, 2008, a decrease from December
31, 2007 of $58.2 million. The largest decrease in assets occurred in securities
available  for sale,  down  $26.0  million  and net loans,  down $11.2  million.
Additionally,  other  assets  declined  $23.9  million from the  elimination  of
goodwill.  The decline in loans occurred in residential  real estate  mortgages,
down $13.5 million and indirect consumer loans, down $8.8 million. Both of these
declines are in line with management's  expectations.  The majority of our fixed
rate  mortgage  product  is  currently  being sold in the  secondary  market and
indirect activity has been substantially reduced due to competition. Home equity
loans increased by $14.2 million and commercial  loans increased by $2.7 million
from December 31, 2007. The increase in allowance for loan losses  accounted for
$1.7 million of the decline in net loans.  Cash and cash  equivalents  increased
$1.0 million from year end 2007 as federal funds sold increased temporarily. The
decline in investment  securities  available for sale was primarily  from called
securities  during the first quarter with proceeds not  reinvested,  but instead
utilized to offset reductions in public fund money market deposits.

Total  deposits  were $594.5  million at September 30, 2008, a decrease of $61.9
million from year end December 31, 2007. The decline occurred primarily in money
market  deposits  down $49.0  million and  certificates  of deposit,  down $36.3
million.  This decline in money market deposits was due to the outflow of public
fund deposits as local  governments paid bills as well as sought higher interest
rate  alternatives.  These  were  partially  offset by  increases  in lower cost
deposits  such  as  noninterest-bearing   and  interest-bearing  demand  deposit
accounts, up $1.5 million and $19.2 million, respectively, and savings accounts,
up $2.5 million from  December 31, 2007.  Borrowings  increased by $31.1 million
from  year end  2007 to  $140.3  million  at  September  30,  2008 as  wholesale
borrowing  costs declined below  competitive  rates for public funds and certain
single service certificate of deposit customers.

Net interest  income for the third  quarter of 2008 was  $6,152,000  compared to
$5,501,000  for the same period in 2007. Net interest  margin  improved to 3.11%
for the  three-month  period ended  September 30, 2008 compared to 2.69% for the
same  period in 2007.  The  average  yield on earning  assets  declined 83 basis
points in the third  quarter of 2008  compared  to the same period in 2007 while
the average cost of interest-bearing  liabilities decreased 141 basis points for
the same period.  This  improved the interest rate spread to 2.80% for the three
month period ended September 30, 2008 from 2.22% for the same period in 2007, or
58 basis points.
<page>
Net interest income for the nine months ended September 30, 2008 was $18,057,000
compared to  $16,198,000,  an increase of  $1,859,000  or over 11%. Net interest
margin  increased to 3.02% from 2.62% in the same period a year ago. The average
earning  asset  yield for the first nine  months in 2008  decreased  by 54 basis
points  while the cost of interest  bearing  liabilities  decreased by 108 basis
points. This improved our spread to 2.69% in 2008 from 2.15% in 2007 or 54 basis
points.

The Bank's  provision for loan losses for the third quarter of 2008 was $356,000
compared to  $150,000  for the same period in 2007.  For the  nine-month  period
ended  September  30, 2008,  the provision  for loan losses  totaled  $2,162,000
compared to $457,000  for the same period in 2007.  The  difference  between the
periods  was the  result of the  additional  provision  taken  during  the first
quarter  of 2008.  Nonperforming  loans to total  loans at  September  30,  2008
increased  to 2.08%  from  1.22%  at  December  31,  2007.  Nonperforming  loans
increased $5.3 million to $13.2 million since December 31, 2007.  More than half
of this  increase  was  related  to one  specific  relationship  that  had  been
considered  in our analysis of the  allowance  for loan losses at March 31, 2008
and provided  accordingly through additional provision at that time. We continue
to work  towards  resolution  on this credit  and, at this time,  believe we are
adequately  reserved.  Nonperforming  assets  to  total  assets  were  1.71%  at
September 30, 2008 compared to .95% at December 31, 2007. The allowance for loan
losses as a percent of total loans was 1.31% at September  30, 2008  compared to
1.02% at  December  31,  2007.  For the first three  quarters of 2008,  the Bank
recognized  $426,000  in net  charged-off  loans  compared  to  $304,000  of net
charge-offs in the same period of 2007.

Other  income for the three  months  ended  September  30,  2008 was  $1,728,000
compared to $1,577,000 for the same quarter of 2007.  Service charges on deposit
accounts and point of sale income increased  $103,000 or 17% and $62,000 or 26%,
respectively,  over the same  quarter  in 2007 as the  results  of our effort to
increase the number of checking account customers continue.

Other  income  for the nine  months  ended  September  30,  2008 was  $5,527,000
compared to $3,281,000 for the same period of 2007.  Excluding the items related
to the restructuring  during the first and second quarters of 2007, other income
would have been $4,759,000.  On an adjusted basis, the nine-month period in 2008
would have exceeded 2007 by $768,000 or over 16%.

Excluding the merger related  charges and goodwill  elimination,  other expenses
were  $6,390,000  for the three  months  ended  September  30, 2008  compared to
$6,331,000  for the same  three  months of 2007.  The  largest  increase  was in
salaries and employee benefits totaling $3,168,000 for the third quarter of 2008
compared to $3,009,000  during the same quarter of 2007, an increase of $159,000
or 5%. The primary reasons for the increase were annual salary  increases and an
increase in full time equivalent employees to 234 from 228 for the third quarter
of 2008 compared to 2007.

Excluding the merger related  charges and goodwill  elimination,  other expenses
for the nine month period ended September 30, 2008 were $19,190,000  compared to
$18,463,000  for the same  period in 2007 or an  increase  of 4%.  Salaries  and
benefits  increased  $623,000 or 7%. The primary  reasons for the increase  were
similar to the quarterly  explanation  above. Data processing costs increased to
$2,107,000 for the nine months compared to $1,904,000 in the same period of 2007
or 11%. This increase was the direct result of additional  new checking  account
relationships  added  through  our  marketing  campaign  begun late in the first
quarter of 2007.  Advertising  and  business  development  expenses  declined by
$151,000  or 17% to  $727,000  for the nine  months  ended  September  30,  2008
compared to the same period in 2007.  This was the result of reducing  the costs
of our direct marketing program during the second quarter of 2008.
<page>
Lincoln Bancorp and Lincoln Bank are  headquartered in Plainfield,  Indiana with
additional offices in Avon, Bargersville, Brownsburg, Crawfordsville, Frankfort,
Franklin, Greenwood, Mooresville,  Morgantown, Nashville and Trafalgar. The Bank
also has two loan production offices located in Carmel and Greenwood, Indiana.

First  Merchants  Corporation  has filed a  Registration  Statement  on Form S-4
concerning the merger with the Securities and Exchange Commission ("SEC"), which
includes the proxy statement that will be mailed to Lincoln's shareholders. This
Registration  Statement has not yet been declared  effective by the SEC. WE URGE
INVESTORS TO READ THESE DOCUMENTS  BECAUSE THEY CONTAIN  IMPORTANT  INFORMATION.
Investors  will be able to obtain the documents free of charge,  when filed,  at
the SEC's website,  www.sec.gov.  In addition,  documents  filed with the SEC by
First  Merchants  are  available  free of  charge  from the  Secretary  of First
Merchants at 200 E. Jackson Street,  Muncie, IN 47305, telephone (765) 747-1500.
Documents  filed with the SEC by Lincoln are  available  free of charge from the
Secretary of Lincoln at 905 Southfield Drive,  Plainfield,  IN 46168,  telephone
(317)  839-6539.  INVESTORS  SHOULD READ THE PROXY  STATEMENT  CAREFULLY  BEFORE
MAKING A DECISION  CONCERNING THE MERGER.  Copies of all recent proxy statements
and  annual  reports  are also  available  free of  charge  from the  respective
companies by contacting the company secretary.

First  Merchants  and  Lincoln  and their  respective  directors  and  executive
officers  may be deemed to be  participants  in the  solicitation  of proxies to
approve the Merger.  Information  about the participants may be obtained through
the SEC's  website from the  definitive  proxy  statement  filed with the SEC on
March 19,  2008,  with  respect  to First  Merchants  and the  definitive  proxy
statement filed with the SEC on March 13, 2008, with respect to Lincoln.

Statements  contained in this press  release that are not  historical  facts may
constitute  forward-looking statements (within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended) which involve significant risks and
uncertainties. Lincoln and the Bank intend such forward-looking statements to be
covered  in the  Private  Securities  Litigation  Reform  Act of  1995,  and are
including this statement for purposes of invoking these safe harbor  provisions.
Our  ability  to  predict  results  or the  actual  effect  of  future  plans or
strategies  is  inherently   uncertain  and  involves  a  number  of  risks  and
uncertainties,  some of which  have  been set  forth in our most  recent  annual
reports on Form 10-K,  which  disclosures  we  incorporate  by reference in this
release.  The fact that  there are  various  risks and  uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements.
                                      ###



For additional information, contact:

Jerry R. Engle, President / CEO
Lincoln Bancorp
317-839-6539


<page>
<table>
<caption>
                             LINCOLN BANCORP
           SELECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY
                               (Unaudited)
            (Dollars in Thousands, Except Per Share Amounts)
<S>                                                                                                        <C>            <C>
                                                                                                       September 30    December 31
                                                                                                           2008           2007
                                                                                                      -------------   -------------
Balance Sheet Data:
     Total assets                                                                                         $ 831,106      $ 889,314
     Loans, net (including loans held for sale)                                                             628,627        639,791
     Cash and cash equivalents                                                                               14,109         13,115
     Investment securities available for sale                                                               124,380        150,406
     Deposits                                                                                               594,458        656,405
     Securities sold under repurchase agreements                                                             14,843         16,767
     Borrowings                                                                                             140,258        109,177
     Stockholders' equity                                                                                    71,621         98,986

     Shares outstanding                                                                                   5,403,515      5,312,981
     Equity to assets                                                                                         8.62%         11.13%
     Non-performing assets to total assets                                                                    1.71%          0.95%
     Non-performing loans to total loans                                                                      2.08%          1.22%
     Allowance for loan losses to total loans                                                                 1.31%          1.02%


                                                                    Three Months Ended September 30   Nine Months Ended September 30
                                                                           2008            2007            2008           2007
                                                                      -------------  -------------   -------------   -------------
Operating Data:
     Interest and Dividend Income:
        Loans                                                               $ 9,723       $ 11,083        $ 30,059        $ 33,052
        Investment securities                                                 1,667          2,372           5,241           6,593
        Deposits with financial institutions and federal funds sold              14             47              59             363
        Dividend income                                                         116             99             352             302
                                                                      -------------  -------------   -------------   -------------
           Total interest and dividend income                                11,520         13,601          35,711          40,310
                                                                      -------------  -------------   -------------   -------------
     Interest Expense:
        Deposits                                                              4,019          6,953          13,792          20,466
        Borrowings                                                            1,349          1,147           3,862           3,646
                                                                      -------------  -------------   -------------   -------------
           Total interest expense                                             5,368          8,100          17,654          24,112
                                                                      -------------  -------------   -------------   -------------
     Net Interest Income                                                      6,152          5,501          18,057          16,198
        Provision for loan losses                                               356            150           2,162             457
                                                                      -------------  -------------   -------------   -------------
     Net Interest Income After Provision for Loan Losses                      5,796          5,351          15,895          15,741
                                                                      -------------  -------------   -------------   -------------
     Other Income:
        Service charges on deposit accounts                                     724            621           2,061           1,807
        Net gains (losses) on sales of loans                                    243            217           1,033            (956)
        Net realized and unrealized gains (losses) on sales of securities         -             14              70             (39)
        Point of sale income                                                    300            238             860             666
        Loan servicing fees                                                      89             98             275             250
        Increase in cash value of life insurance                                206            213             615             636
        Other                                                                   166            176             613             917
                                                                      -------------  -------------   -------------   -------------
           Total other income                                                 1,728          1,577           5,527           3,281
                                                                      -------------  -------------   -------------   -------------
     Other Expenses:
        Salaries and employee benefits                                        3,168          3,009           9,797           9,174
        Net occupancy expenses                                                  595            632           1,852           1,769
        Equipment expenses                                                      380            420           1,202           1,265
        Data processing fees                                                    734            698           2,107           1,904
        Professional fees                                                       180            329             608             650
        Advertising and business development                                    259            300             727             878
        Core deposit intangible amortization                                    121            126             362             401
        Merger related expenses including goodwill impairment                24,457              -          24,457               -
        Other                                                                   953            817           2,535           2,422
                                                                      -------------   ------------    ------------    ------------
           Total other expenses                                              30,847          6,331          43,647          18,463
                                                                      -------------   ------------    ------------    ------------
     Income (Loss) Before Income Taxes                                     (23,323)            597        (22,225)             559
     Income tax expense (benefit)                                              (15)             76            (61)            (340)
                                                                      -------------  -------------   -------------   -------------
     Net Income                                                          $ (23,308)         $ 521       $ (22,164)           $ 899
                                                                       ============  =============   =============   =============

     Basic Earnings per Share                                              $ (4.60)        $ 0.10         $ (4.39)          $ 0.18
     Diluted Earnings per Share                                            $ (4.60)        $ 0.10         $ (4.39)          $ 0.17
                                                                       ============   ============    ============    ============
Other Data:
     Interest rate spread                                                    2.80%          2.22%           2.69%           2.15%
     Net interest margin                                                     3.11%          2.69%           3.02%           2.62%
     Return on average assets                                              -10.84%          0.23%          -3.40%           0.13%
     Return on average equity                                              -96.36%          2.11%         -30.06%           1.21%
</table>