FIRST MERCHANTS CORPORATION
SECTION 1. NAME. The name of the corporation is First Merchants Corporation ("Corporation").
SECTION 2. PRINCIPAL OFFICE OF THE RESIDENT AGENT. The post office address of the principal
office of the Corporation is 200 East Jackson Street, Muncie, Indiana, 47305, and the name of its Resident
Agent in charge of such office is Rodney A. Medler.
SECTION 3. SEAL. The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable
for impressing the same upon paper. About the upper periphery of the seal shall appear the words "First
Merchants Corporation" and about the lower periphery thereof the words "Muncie, Indiana". In the center of the
seal shall appear the word "Seal".
The fiscal year of the Corporation shall begin each year on the first day of January and end on the last day of
December of the same year.
SECTION 1. NUMBER OF SHARES AND CLASSES OF CAPITAL STOCK. The total number of shares
of capital stock which the Corporation shall have authority to issue shall be as stated in the Articles of
SECTION 2. CONSIDERATION FOR NO PAR VALUE SHARES. The shares of stock of the Corporation
without par value shall be issued or sold in such manner and for such amount of consideration as may be fixed
from time to time by the Board of Directors. Upon payment of the consideration fixed by the Board of Directors,
such shares of stock shall be fully paid and nonassessable.
SECTION 3. CONSIDERATION FOR TREASURY SHARES. Treasury shares may be disposed of by the
Corporation for such consideration as may be determined from time to time by the Board of Directors.
SECTION 4. PAYMENT FOR SHARES. The consideration for the issuance of shares of capital stock of the
Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor
actually performed for, or services actually rendered to the Corporation; provided, however, that t