FIRST MERCHANTS CORPORATION
UNFUNDED DEFERRED COMPENSATION PLAN
The Corporation hereby adopts and establishes an Unfunded Deferred Compensation Plan ("PLAN") for its non-
employee directors, effective as of January 1, 1997, as follows:
1. Any duly elected non-employee director of the Corporation may, by written election duly filed with the
Corporation on or before December 31 of any year, elect to participate in the Plan by deferring the receipt of all
or any specified part of the director's fees to which the director would otherwise be entitled, for one or more
succeeding calendar years.
2. Any non-employee director of the Corporation elected to fill a vacancy on the Corporation's Board who was
not a director on the preceding December 31 may, by written election filed with the Corporation before taking
office, elect to defer all or a specified part of the fees accruing to the director 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
Corporation or any of its affiliate banks or corporations.
4. The Corporation 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 First Merchants Bank, N.A. 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 a