8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): September 3, 2010

 Commission File Number 0-17071

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA	35-1544218
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

Michael Rechin, the Corporation’s President and Chief Executive Officer, and Mark K. Hardwick,  the Corporation's Executive Vice President and Chief Financial Officer, are scheduled to present at the 2010 INVESTIndiana Equity Conference on Thursday, September 9 at 1:55 p.m. Eastern Time in Indianapolis. The presentation slides will be available on the Corporation’s website at www.firstmerchants.com/InvestorRelations. Attached as Exhibit 99.1 is the Press Release issued on September 3, 2010 regarding the conference and Exhibit 99.2 is a slide presentation that will be utilized during this presentation.

The presentation may contain forward-looking statements about the Corporation's relative business outlook. These forward-looking statements and all other statements contained in or made during the presentation that do not concern historical facts are subject to risks and uncertainties that may materially affect actual results.

Specific forward-looking statements include, but are not limited to, any indications regarding the financial services industry, the economy and future growth of the Corporation's balance sheet or income statement.

The information in this Current Report on Form 8-K, including Exhibit No. 99.2 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,  or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)        Not applicable.

(b)        Not applicable.

(c)        Exhibits.

Exhibit 99.1                       Press Release, dated September 3, 2010, issued by First Merchants Corporation

Exhibit 99.2                       First Merchants Corporation Power Point Presentation, September 3, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Merchants Corporation

(Registrant)

By: /s/ Mark K. Hardwick

Mark K. Hardwick

Executive Vice President and Chief Financial Officer

                                       (Principal Financial and Principal Accounting Officer)

Dated: September 3, 2010

EXHIBIT INDEX

Exhibit No.

	Description
99.1	Press Release, dated September 3, 2010, issued by First Merchants Corporation
99.2	First Merchants Corporation Power Point Presentation, September 3, 2010

EX-99.1

N / E / W / S     R / E / L / E / A / S / E

September 3, 2010

FOR IMMEDIATE RELEASE

For more information, contact:

David L. Ortega,

First Vice President/Director of Investor Relations

765-378-8937

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

First Merchants Corporation to Present at the 2010 INVESTIndiana Equity Conference

First Merchants Corporation (NASDAQ – FRME) Michael Rechin, President and Chief Executive Officer and Mark Hardwick, Executive Vice President and Chief Financial Officer will present at the 2010 INVESTIndiana Equity Conference on Thursday, September 9 at 1:55 p.m. Eastern Time in Indianapolis.

On September 9th, interested investors may access the presentation materials by visiting the Investor Relations section at www.firstmerchants.com/InvestorRelations.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation is comprised of First Merchants Bank, N.A., which also operates as Lafayette Bank & Trust, A Division of First Merchants Bank, N.A., Commerce National Bank, A Division of First Merchants Bank, N.A., as well as First Merchants Trust Company, N.A., and First Merchants Insurance Group, a full-service property casualty, personal lines, and healthcare insurance agency.

First Merchants Corporation’s common stock is traded over-the-counter on the NASDAQ National Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

* * * *

EX-99.2

1

First Merchants Corporation

INVESTIndiana
Equity Conference

September 9, 2010

2

Michael C. Rechin

President

and Chief Executive Officer

 Mark K. Hardwick

Executive Vice President

and Chief Financial Officer

3

Forward-Looking StatementThe Corporation may make forward-looking statements about its
relative business outlook. These forward-looking statements and all
other statements made during this meeting that do not concern
historical facts are subject to risks and uncertainties that may
materially affect actual results.

Specific forward-looking statements include, but are not limited to,
any indications regarding the financial services industry, the economy
and future growth of the balance sheet or income statement.

Please refer to our press releases, Form 10-Qs and 10-Ks concerning
factors that could cause actual results to differ materially from any
forward-looking statements.

4

§First Merchants Corporation (NASDAQ: FRME), celebrating
its 117th anniversary, is the largest financial services
holding company headquartered in Central Indiana

§FMC (holding company) organized in 1982

§Founding bank proudly serving Indiana since 1893

§Total assets at 6/30/10 of $4.2 billion

§First Merchants Corporation operates 80 locations in 24
Indiana counties and 3 Ohio counties

FIRST MERCHANTS’ STORY

5

Vision

A financial services company focused on
building deep, lifelong client relationships
and providing maximum shareholder
value. We provide an environment where
customers can bank with their neighbors,
realizing that our business begins and
ends with people.

6

Mission

To deliver superior personalized solutions
to consumer and closely held commercial
clients in diverse community markets by
providing sound advice and products that
exceed customer expectations.

7

Executive Management Team

MICHAEL C. RECHIN

President and CEO

Prior to joining FMC in 2005, Mike
was Executive Vice President of
Corporate Banking for National City
Bank, managing its Indiana operations.
During his tenure with National City,
Mike had responsibility for all
commercial banking activities.

Mike is a graduate of Miami
University of Ohio with a Bachelors
degree in English and an MBA in
finance.

8

Executive Management Team

MARK K. HARDWICK

Executive Vice President

and CFO

Prior to joining FMC in 1997, Mark was
a senior accountant with BKD, LLP.

Mark is a graduate of Ball State
University with a Bachelors degree in
Accounting and an MBA and also is a
CertifiedPublicAccountant.

9

MICHAEL J. STEWART

Executive Vice President and
Chief Banking Officer

Previous to joining FMC in 2008,
Mike spent 18 years with National City
Bank, most recently as Executive Vice
President of the Corporate Banking and
Sales Manager for the Regional Large
CorporateGroup.

A graduate of Millikin University, with
a Bachelors degree in Finance and an
MBA.

Executive Management Team

10

Total Loans

§Muncie - $1,011M

§Indianapolis - $999M

§Lafayette - $560M

§Columbus - $493M

11

First Merchants Headquarters

Muncie, Indiana

First Merchants

Indianapolis, Indiana

12

“Strength of Big, Service of Small”

FIRST MERCHANTS’ STRATEGY

We specialize in our communities.

Deliver superior service with presence close to the customer for. . .

§Retail Banking

§Mortgage Banking

§Small Business Banking

§Commercial Banking

qMiddle Market

qAgriculture

qHealthcare Services

qReal Estate

qCash Management Services

§Trust Services (Fiduciary, Custody)

§Insurance Products

13

FIRST MERCHANTS’ CURRENT PLAN

§Protect and Strengthen the Franchise

§Short-Term - 1 to 2 years:

qCapital Preservation Plan

qCultural and Process Initiatives

qLow-Capital Intensive Infrastructure Projects

§Growth and Top-Tier Performance

§Long-Term - 3 to 5 Years:

qInternal Growth -

•Build out the franchise in designated growth markets

•Build on community-based model in established markets

qExternal Growth - Acquisitions

14

FIRST MERCHANTS’ CURRENT PLAN

§Navigate the current environment

§Service-driven alternative to super-regional bank
competitors

§Sustain and deploy low-cost deposit shares

§Build out growth markets of Indianapolis,
Indiana, and Columbus, Ohio

§Gain the efficiencies of a single charter banking
company (combinations effective September
2009)

15

TACTICAL ACTION PLAN AND
BUSINESS STRATEGY

§Credit Cycle Challenge

§NPA Management

§Accelerate workout process to maximize resolutions

§Loan resolution and OREO liquidations managed
centrally

§Capital Mix Challenge

§Registered direct placement:4.2MM shares raised
$24.5MM, March 2010

§CPP Preferred to Trust Preferred Exchange created
$10M gain in 2nd quarter

§Total risk-based capital 14.72% vs. TCE 5.88%

16

	Established Markets	High-Growth Markets
Client Demographics	§Aging §Middle-income and lower §Basic product orientation	§Middle-income and higher §Greater propensity towards    investment, wealth management,    and insurance needs §Diversified employment base,   including strong service sector
Client Focus	§Long-term consumer clients §Serves business clients §Retail convenience	§Small business and middle-market client orientation §Commercial and Industrial services §Retail banking centers support the development of broad relationships
Deposit Market Share	§Enjoy top deposit market share in served counties §Low-cost core deposit providers §Usually >25% share	§Retail build out in progress §Usually <10% share

MARKET SEGMENTATION

17

INDIANAPOLIS / COLUMBUS STRATEGY

§Organic growth opportunities with improved
segment penetration and branding

§Deployment of rural deposit base into growth
markets creates optimal margin structure

§Creates franchise value

§Continuously assess operating efficiencies

18

§Population 2008:1,915,664*

§Population 2013 Projection:
2,023,886*

§12th largest city in the U.S.

§29th largest metropolitan area in the
U.S. Indianapolis

§Between 1990-2000 Indianapolis-
Carmel metro grew at a faster pace
(11.1% growth) than Indiana (4.4%
growth) and the U.S. (7.2% growth)

*U.S. Census Bureau and Applied Geographic Solutions

**U.S. Depart. of Commerce, Census of Manufacturers, 2006 Ewing
Marion Kauffman Foundation, 2007 New Economy

***INcontext May 2008

INDIANAPOLIS

19

§Population 2008: 1,773,120

§Population 2015 Projection:
1,911,154

§16th largest city in the U.S.

§32nd largest metropolitan area

*24-7 PressRelease

§Columbus economy expected to resume economic
growth in 2010*

COLUMBUS

20

County	Region	Market Position	Market %	$$ Deposits
Delaware County, IN	Muncie	1	46.39%	$752,341
Jasper County, IN	Lafayette	1	29.11%	159,603
Jay County, IN	Muncie	1	43.50%	112,573
Union County, IN	Muncie	1	63.41%	58,953
White County, IN	Lafayette	1	34.15%	147,166
Adams County, IN	Muncie	2	23.21%	212,911
Clinton County, IN	Lafayette	2	18.87%	80,522
Hendricks County, IN	Indianapolis	2	13.39%	236,400
Tippecanoe County, IN	Lafayette	2	21.30%	438,258
Wabash County, IN	Muncie	2	20.93%	75,875
Brown County, IN	Indianapolis	3	23.62%	25,752
Madison County, IN	Indianapolis	3	17.12%	265,592
Randolph County, IN	Muncie	3	19.95%	85,109
Carroll County, IN	Lafayette	4	14.46%	37,186
Fayette County, IN	Muncie	4	11.13%	32,803
Montgomery County, IN	Lafayette	4	10.85%	63,837
Henry County, IN	Muncie	5	11.04%	69,603
Johnson County, IN	Indianapolis	5	10.16%	160,405
Miami County, IN	Muncie	5	7.30%	29,507
Morgan County, IN	Indianapolis	5	7.40%	58,073
Sub Total$3,102,469
FMC Total$3,724,111

FDIC Data June 30, 2009

Key FMC Deposit Market Shares

$000’s

21

2nd Quarter 2010 Highlights

§Second quarter earnings of $.35 per common share

§Successful exchange of CPP Preferred Stock to Trust
Preferred Securities contributing to a Tangible Common
Equity Ratio of 5.88%

§Quarterly normalized pre-tax, pre-provision earnings
remains strong at $16.8M

§Quarterly operating expense levels declined by $3.8M
from last year to $34.3M

§Loan loss reserve ample for projected future losses at
2.84% of total loans

22

20082009Q1-’10Q2-’10

1.Investments $482$563$639$6 46

2.Loans3,7223,2783,138 3,059

3.Allowance(50)(92)(89)(87)

4.CD&I & Goodwill 166159158156

5.BOLI93 959596

6.Other371478435313

7.Total Assets$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL ASSETS

23

20082009Q1-’10Q2-’10

1.Customer Non-Maturity

Deposits$1,858$2,042$2,000$1,976

2.Customer Time Deposits1,3841,2201,1671,090

3.Brokered Deposits477275231195

4.Borrowings507339320292

5.Other Liabilities 51 305831

6.Hybrid Capital111111111142

7.Preferred Stock (CPP)- 11211368

8.Common Equity 396352376389

9.Total Liabilities and Capital$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL LIABILITIES AND CAPITAL

24

20082009Q1-’10Q2-’10

1.Net Interest Income-FTE $133.1$159.1$37.8$37.7

2.Non Interest Income138.546.511.711.0

3.Non Interest Expense2 106.0134.731.031.9

4.Pre-Tax Pre-Provision Earnings$ 65.6$ 70.9$18.5$16.8

5.Provision(28.2)(122.2)(13.9)(15.0)

6.Adjustments(5.0)(12.1)(2.3)(2.6)

7.Taxes - FTE(11.8)22.7(0.7)0.4

8.Gain on Exchange of Preferred Stock

for Trust Preferred Debt---10.1

9.CPP Dividend- (5.0)(1.5)< font style="FONT-SIZE: 15pt; COLOR: #000000; FONT-FAMILY: Arial">(1.4)

10.Net Income Avail. for Common Stockholders$20.6($45.7)$.1$ 8.3

11.EPS$1.14($2.17)$.01$ .35

1Adjusted for Bond Gains & Losses and one-time mortgage sale

2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO

Expense & Credit-Related Professional Services

($ in Millions)

EARNINGS

25

20082009Q1-’10Q2-’10

1.Investments $482$563$639$6 46

2.Loans3,7223,2783,138 3,059

3.Allowance(50)(92)(89)(87)

4.CD&I & Goodwill 166159158156

5.BOLI93 959596

6.Other371478435313

7.Total Assets$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL ASSETS

26

($ in Millions)

CREDIT POLICY AND PORTFOLIO METRICS

§Legal Lending Limit= $63.8

§House Lending Limit = $20.0

§Largest 25 Relationship

Commitments Average= $11.6

§Shared National Credit

Commitments= $76.7

§Shared National Credit

Outstandings= $50.5

27

Loan Composition (as of 6/30/10)

YTD Yield = 5.71%

Total = $3.1B

LOAN AND CREDIT DETAIL

28

Commercial Loan Concentration

(as of 6/30/2010)

*Other=Mining, Public Administration, Information Technology, Transportation and Warehousing,
Finance & Insurance, Hotel Services, Wholesale Trade and Other Services

Total = $2.1B

LOAN AND CREDIT DETAIL

29

Non-Accrual Loans (as of 6/30/10)

LOAN AND CREDIT DETAIL

30

($ in millions)

LOAN DELINQUENCY TRENDS

31

($ in millions)

OTHER REAL ESTATE OWNED

32

($ in millions)

TOTAL NON-PERFORMING ASSETS

33

ALLOWANCE COVERAGE TO NON-ACCRUAL LOANS

34

LOAN AND CREDIT DETAIL

*Annualized

YTD Charge-Off Composition (as of 6/30/10)

35

20082009Q1-’10Q2-’10

1.Investments $482$563$639$6 46

2.Loans3,7223,2783,138 3,059

3.Allowance(50)(92)(89)(87)

4.CD&I & Goodwill 166159158156

5.BOLI93 959596

6.Other371478435313

7.Total Assets$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL ASSETS

36

INVESTMENT PORTFOLIO
(as of 6/30/10)

§$646 Million Balance

§Average duration - 3.9 years

§Tax equivalent yield of 4.51%

§No private label MBS exposure

§Trust Preferred Pools with book balance of
$6.3 million and a market value of $1.4
million

§Net unrealized gain of the entire portfolio
totals $19.4 million

37

20082009Q1-’10Q2-’10

1.Customer Non-Maturity

Deposits$1,858$2,042$2,000$1,976

2.Customer Time Deposits1,3841,2201,1671,090

3.Brokered Deposits477275231195

4.Borrowings507339320292

5.Other Liabilities 51 305831

6.Hybrid Capital111111111142

7.Preferred Stock (CPP)- 11211368

8.Common Equity 396352376389

9.Total Liabilities and Capital$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL LIABILITIES AND CAPITAL

38

YTD Yield = 1.55%

Total = $3.3B

DEPOSITS (as of 6/30/10)

39

20082009Q1-’10Q2-’10

1.Customer Non-Maturity

Deposits$1,858$2,042$2,000$1,976

2.Customer Time Deposits1,3841,2201,1671,090

3.Brokered Deposits477275231195

4.Borrowings507339320292

5.Other Liabilities 51 305831

6.Hybrid Capital111111111142

7.Preferred Stock (CPP)- 11211368

8.Common Equity 396352376389

9.Total Liabilities and Capital$4,784 $4,481$4,376$4,183

($ in Millions)

TOTAL LIABILITIES AND CAPITAL

40

20082009Q1-’10Q2-’10

1.Total Risk-Based

Capital Ratio 10.24% 13.04% 14.44%14.72%

2.Tier 1 Risk-Based

Capital Ratio 7.71%10.32%11.65%11.88%

3.Leverage Ratio8.16%8.20%9.13%9.21%

4.TCE/TCA 5.01%4.54%5.27%5.88%

CAPITAL RATIOS

41

$3,463

$4,245

$3,956

$3,869

―Net Interest Margin

3.82%

3.90%

3.84%

3.74%

NET INTEREST MARGIN

42

20082009Q1-’10Q2-’10

1.Service Charges on Deposit

Accounts $13.0$15.1$ 3.3$ 3.5

2.Trust Fees 8.07.42.12.0

3.Insurance Commission Income5.86.42.01.5

4.Cash Surrender Value of Life Ins (0.3) 1.60.50.5

5.Gains on Sales Mortgage Loans 2.5 6.81.11.2

6.Securities Gains/Losses(2.1)4.41.3(0.1)

7.Other 9.59.52.72.3

8.Total$36.4$51.2$13.0$10.9

9.Adjusted Non-Interest Income1$38.5$46.5$11.7$11.0

1Adjusted for Bond Gains & Losses and one-time mortgage sale

($ in Millions)

NON-INTEREST INCOME

43

NON-INTEREST EXPENSE

20082009Q1-’10Q2-’10

1.Salary & Benefits$63.0 $76.3$17.6$17.9

2.Premises & Equipment14.4 17.94.73.9

3.Core Deposit Intangible 3.2 5.11.21.2

4.Professional Services2.64.41.51.3

5.OREO/Credit-Related Expense 2.89.82.71.5

6.FDIC Expense1.710.41.72.3

7.FHLB Prepayment Penalties-1.9--

8.Outside Data Processing4.16.21.31.3

9.Marketing2.32.10.40.5

10.Other14.717.53.64.4

11.Total$108.8 $151.6$34.7$34.3

12.Adjust Non-Interest Expense2$106.0$134.7$31.0$31.9

2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO
Expense & Credit-Related Professional Services

($ in Millions)

44

CREDIT COSTS OVER TIME

45

20082009Q1-’10Q2-’10

1.Net Interest Income-FTE $133.1$159.1$37.8$37.7

2.Non Interest Income138.546.511.711.0

3.Non Interest Expense2 106.0134.731.031.9

4.Pre-Tax Pre-Provision Earnings$ 65.6$ 70.9$18.5$16.8

5.Provision(28.2)(122.2)(13.9)(15.0)

6.Adjustments(5.0)(12.1)(2.3)(2.6)

7.Taxes - FTE(11.8)22.7(0.7)0.4

8.Gain on Exchange of Preferred Stock

for Trust Preferred Debt---10.1

9.CPP Dividend- (5.0)(1.5)< font style="FONT-SIZE: 15pt; COLOR: #000000; FONT-FAMILY: Arial">(1.4)

10.Net Income Avail. for Common Stockholders$20.6($45.7)$.1$ 8.3

11.EPS$1.14($2.17)$.01$ .35

1Adjusted for Bond Gains & Losses and one-time mortgage sale

2Adjusted for the FDIC Special Assessment, FHLB Prepayment Penalties & OREO

Expense & Credit-Related Professional Services

($ in Millions)

EARNINGS

46

VALUATION ATTRIBUTES

§Well Capitalized, Well Positioned, Well Reserved

§3rd largest Indiana bank with energized &
experienced management team

§Attractive long-term deposit market shares

§Indianapolis momentum

§State-of-the-industry technology with scalable
operations platform

§$16.8M Pre-Tax Pre-Provision Quarterly Run Rate

§Average daily share volume of 95,000

§Currently trading at 85% of tangible book value

47

RESEARCH COVERAGE

§FIG Partners

§Howe Barnes Hoefer & Arnett

§Macquarie Capital (USA), Inc.

§Sandler O'Neill + Partners, L.P.

48

Contact Information

First Merchants Corporation common stock is
traded on the NASDAQ Global Select Market
under the symbol FRME.

Additional information can be found at

www.firstmerchants.com

Investor inquiries:

David L. Ortega

Investor Relations

Telephone: 765.378.8937

dortega@firstmerchants.com