<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>d27596_ex4-1.txt
<DESCRIPTION>INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
<TEXT>
                                                                     Exhibit 4.1

           Undertaking to Provide Copies of Long-Term Debt Instruments

     Pursuant to its Form S-3 filed December 21, 2001, First Merchants
Corporation has registered debentures representing certain of its long-term
debt. Pursuant to Regulation S-K, Item 601(b)(4)(iii), First Merchants
Corporation hereby undertakes to provide copies of the instruments defining the
rights of holders of this long-term debt to the Securities and Exchange
Commission upon request in lieu of attaching the instruments to this
Registration Statement.


                                    Ex. 4-1

</TEXT>
</DOCUMENT>