FIRST MERCHANTS BANK, N.A.
UNFUNDED DEFERRED COMPENSATION PLAN
(AS AMENDED THROUGH 12/10/96)
The Bank hereby adopts and establishes an Unfunded Deferred Compensation Plan ("PLAN") for its non-
employee directors, effective as of November 13, 1973, as follows:
1. Any duly elected non-employee director of the Bank may, by written election duly filed with the Bank on or
before December 31st of any year, elect to participate in the Plan by deferring the receipt of all or any specified
part of his annual Director's fees for one or more succeeding calendar years.
2. Any non-employee of the Bank elected to fill a vacancy on the Bank's Board of Directors who was not a
director on the preceding December 31st may, by written election filed with the Bank before his term begins,
elect to defer all or a specified part of his annual director's fees for the balance of the calendar year following such
election and for succeeding calendar years.
3. An election to defer such director's fees continues from year to year unless and until the director terminates
such election by written request; provided, however, in the event of a termination the sums previously deferred at
the request of the participating director cannot be distributed until the director is no longer a director of either the
Bank, its parent, First Merchants Corporation ("Corporation"), or any of the Corporation's other affiliate banks
4. The Bank will maintain on its books of account a complete separate listing by memorandum of all fees deferred
by each participating director and will credit such deferred compensation account not less often than quarterly
with that rate of interest then being paid by the Bank on its 18-month variable rate individual retirement accounts.
The rate of interest to be credited on directors' deferred compensation accounts, or the method of calculating
such rate, may be prospectively changed from time to time by a majority vote of the directors who are not
participating and do not have an accou