CHANGE OF CONTROL AGREEMENT
This Agreement is made and entered into this _____ day of ______________, 1999, by and between First
Merchants Corporation, an Indiana corporation (hereinafter referred to as "Corporation"), and First Merchants
Bank, National Association (hereinafter referred to as "Bank"), a wholly-owned subsidiary of the Corporation,
both with their principal offices located at 200 East Jackson Street, Muncie, Indiana, and ______________
(hereinafter referred to as "Executive"), of Muncie, Indiana.
WHEREAS, the Corporation and the Bank consider the continuance of proficient and experienced management
to be essential to protecting and enhancing the best interests of the Corporation, the Bank, and the Corporation's
WHEREAS, the Corporation and the Bank desire to assure the continued services of the Executive on behalf of
the Corporation and the Bank; and
WHEREAS, the Corporation and the Bank recognize 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, the Bank, and the
Corporation's 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 and the Bank desire 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] [Bank] as _____________________________________, the Corporation, the Bank, 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, 1999; provided, h