FIRST MERCHANTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
A. Establishment. First Merchants Corporation (the "Employer"), hereby establishes a non-qualified supplemental
executive retirement plan for certain executives, as designated and described herein, which shall be known as the
FIRST MERCHANTS CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the
B. Purpose. The purpose of the Plan is to enable the Employer to attract, retain, and motivate key executive
employees of high caliber, and to provide equitable retirement and survivor benefits for certain key executive
employees, their surviving spouses and designated beneficiaries.
SECTION 2. DEFINITIONS
For purposes of this Plan, certain words or phrases used herein will have the following meanings:
A. "Board of Directors" means the Board of Directors of First Merchants Corporation.
B. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
C. "Compensation Committee" means the Employer's Compensation and Human Resources Committee.
D. "Executive" means a key executive Employee that is designated to participate in the Plan under Section 3
E. "Non-qualified SERP Benefit" means the difference between (1) and (2), where (1) is the Retirement Benefit
that would have been paid the Executive from the Pension Plan at the Executive's Normal, Late or Disability
Retirement Date (whichever is applicable) if there were no compensation limit imposed under Code
Section 401(a)(17) and if Final Average Monthly Plan Compensation did not exclude bonuses for purposes of
determining the Standard Benefit Formula, and
(2) is the Retirement Benefit payable to the Executive under the Pension Plan at the Executive's Normal, Late or
Disability Retirement Date (whichever is applicable).
F. "Pension Plan" means the First Merchants Corporation Retirement Pension Plan, as amended, a qualified
pension plan under Section 401(a) of the Internal Revenue Code of 1986, as amen