Exhibit 24

Confirming Statement

This  Statement  confirms  that the  undersigned,  Kimberly  J.  Ellington,  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: May 4, 2005

/s/ Kimberly J. Ellington
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    Kimberly J. Ellington