Exhibit 24

Confirming Statement

This Statement confirms that the undersigned,  Roderick English,  has authorized
and designated  Larry R. Helms to execute and file on the  undersigned's  behalf
all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may
be required to file with the U.S. Securities and Exchange Commission as a result
of the  undersigned's  ownership  of or  transactions  in  securities  of  First
Merchants  Corporation.  The  authority  of Larry R. Helms under this  statement
shall  continue until the  undersigned is no longer  required to file Forms 3, 4
and  5  with  regard  to  the  undersigned's  ownership  of or  transactions  in
securities of First  Merchants  Corporation,  unless earlier revoked in writing.
The  undersigned  acknowledges  Larry  R.  Helms  is  not  assuming  any  of the
undersigned's  responsibilities  to comply  with  Section  16 of the  Securities
Exchange Act of 1934.

Date: February 8, 2005

/s/ Roderick English
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    Roderisk English