CHANGE OF CONTROL AGREEMENT
This Agreement is made and entered into this ______ day of ______ , 1996, by and between First Merchants
Bank, National Association (hereafter referred to as "Bank"), and First Merchants Corporation, an Indiana
corporation which owns Bank (hereinafter referred to as "Corporation"), both with their principal offices and
business located at 200 East Jackson Street, Muncie, Indiana, and ___________ (hereinafter, referred to as
"Executive" of Muncie, Indiana).
WHEREAS, the Bank and Corporation consider the continuance of proficient and experienced management to
be essential to protecting and enhancing the best interest of the Bank, Corporation and its shareholders, and
WHEREAS, the Bank and Corporation desire to assure the continued services of Executive on behalf of Bank
and Corporation, and
WHEREAS, the Bank and Corporation recognize that if faced with a proposal for Change of Control, as
hereinafter defined, 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 Bank and Corporation and the
shareholders, and it is necessary for 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 Bank and Corporation desire to provide fair and reasonable benefits to Executive on the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these promises, the mutual covenants and undertakings herein
contained and the continued employment of Executive by the Corporation as its ______ and by the Bank as its
_______ , the Bank, the Corporation and the Executive, each intending to be legally bound, covenant and agree
1. TERM OF AGREEMENT.
The Agreement shall continue in effect through December 31, 1997; provided, however, that commencing on
December 31, 1997, and each December 31 thereafter, the term of this Agree