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): April 28, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 28, 2010, First Merchants Corporation will conduct a third quarter earnings conference call and web cast on Wednesday, April 28, 2010 at 2:30 p.m. (ET). A copy of the slide presentation utilized on the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)        Not applicable.

(b)        Not applicable.

(c)        Exhibits.

Exhibit 99.1 Slide presentation, utilized April 28, 2010, during conference call and web cast by First Merchants Corporation

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: April 28, 2010

EXHIBIT INDEX

Exhibit No.

99.1                 Description

Slide presentation, utilized April 28, 2010, during conference call and web cast by First Merchants Corporation

EX-99.1

1

First Merchants Corporation

1st Quarter 2010
Earnings Call

April 28, 2010

2

Michael C. Rechin

President

and Chief Executive 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

1st Quarter 2010 Highlights

§Return to profitability with $.01 earnings per share

§Successful private equity placement augments
tangible common equity and regulatory ratios

§Pre-tax pre-provision run rate remains strong
despite smaller loan portfolio balances

§Operating expense levels declined despite elevated
levels of credit-related workout costs

§Loan loss reserve ample for projected future
losses at 2.82% of loan portfolio

5

Mark K. Hardwick

Executive Vice President

and Chief Financial Officer

6

12-31-0812-31-09Q1-’09Q1-’10

1.Investments $482$563$446$6 39

2.Loans3,7223,2783,6543,138

3.Allowance(50)(92)(59)(89)

4.CD&I & Goodwill 166159163158

5.BOLI93 959495

6.Other371478589435

7.Total Assets$4,784 $4,481$4,887$4,376

($ in Millions)

TOTAL ASSETS

7

Loan Composition (as of 3/31/10)

YTD Yield = 5.74%

LOAN AND CREDIT DETAIL

8

INVESTMENT PORTFOLIO
(as of 3/31/10)

§$639 Million Balance

§Average duration - 4.4 years

§Tax equivalent yield of 4.71%

§No private label MBS exposure

§Trust Preferred Pools with book balance of
$6.6 million and a market value of $1.4
million

§Net unrealized gain of the entire portfolio
totals $7.4 million

9

20082009Q1-’09Q1-’10

1.Customer Non-Maturity

Deposits$1,858$2,042$1,910$2,000

2.Customer Time Deposits1,3841,2201,3651,167

3.Brokered Deposits477275410231

4.Borrowings507339485320

5.Other Liabilities 51 309858

6.Hybrid Capital111111111111

7.Preferred Stock (CPP)0 112112113

8.Common Equity 396352396376

9.Total Liabilities and Capital$4,784 $4,481$4,887$4,376

($ in Millions)

TOTAL LIABILITIES AND CAPITAL

10

$751M

$231M

$1,261M

$739M

YTD Cost of Deposits = 1.60%

DEPOSITS (as of 3/31/10)

11

20082009Q1-’09Q1-’10

1.Total Risk-Based

Capital Ratio 10.24% 13.04% 12.97%14.44%

2.Tier 1 Risk-Based

Capital Ratio 7.71%10.32%10.47%11.65%

3.Leverage Ratio8.16%8.20%9.17%9.13%

4.TCE/TCA 5.01%4.54%4.89%5.27%

CAPITAL RATIOS

12

$3,463

$4,245

$4,299

$3,956

―Net Interest Margin

3.68%

3.82%

3.84%

3.74%

NET INTEREST MARGIN

13

CREDIT COSTS OVER TIME

14

20082009Q1-’09Q1-’10

1.Service Charges on Deposit

Accounts $13.0$15.1$3.5$ 3.3

2.Trust Fees 8.07.42.12.1

3.Insurance Commission Income5.86.42.12.0

4.Cash Surrender Value of Life Ins (0.3) 1.60.30.5

5.Gains on Sales Mortgage Loans 2.5 6.81.41.1

6.Securities Gains/Losses(2.1)4.42.31.3

7.Other9.59.52.82.7

8.Total $36.4$51.2$14.5$13.0

9.Adjusted Non-Interest Income1$38.5$46.5$12.2$11.7

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

($ in Millions)

NON-INTEREST INCOME

15

NON-INTEREST EXPENSE

20082009Q1-’09Q1-’10

1.Salary & Benefits$63.0 $76.3$20.0$17.6

2.Premises & Equipment14.4 17.94.44.7

3.Core Deposit Intangible 3.2 5.11.31.2

4.Professional Services2.64.41.11.5

5.OREO/Credit-Related Expense 2.89.80.52.7

6.FDIC Expense1.710.40.81.7

7.FHLB Prepayment Penalties01.900

8.Outside Data Processing4.16.21.91.3

9.Marketing2.32.10.50.4

10.Other14.717.54.23.6

11.Total$108.8 $151.6$34.7$34.7

12.Adjust Non-Interest Expense2$106.0$134.7$34.2 $31.0

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

($ in Millions)

16

20082009Q1-’09Q1-’10

1.Net Interest Income-FTE $133.1$159.1$39.6$ 37.8

2.Non Interest Income138.546.512.211.7

3.Non Interest Expense2 106.0134.734.231.0

4.Pre-Tax Pre-Provision Earnings$ 65.6$ 70.9$17.6$ 18.5

5.Provision28.2122.212.913.9

6.Adjustments5.012.1(1.7)2.3

7.Taxes - FTE11.8(22.7)2.30.7

8.CPP Dividend05.00.61.5

9.Net Income Avail. for Distribution$20.6($45.7)$3.5$ .1

10.EPS$1.14($2.17)$0.17$ .01

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

17

John J. Martin

Senior Vice President

and Chief Credit Officer

18

30+ day delinquent loans declined from $40.5 to $34.2 million, the third
consecutive quarterly decline.

90+ day delinquent loans declined from $4.0 to $2.6 million, the third
consecutive quarterly decline.

Non-accrual loans increased from $118.4 to $122.9 million for the quarter
while remaining lower than the peak non-accrual level of $123.3 million at
9/30/09.

Non-performing assets plus 90 days past due declined from $146.0 to
$144.6 million for the quarter.

The allowance increased to 2.82% of total assets while covering non-
accrual loans at 72%.

PORTFOLIO OVERVIEW

1st Quarter Highlights

19

($ in millions)

NON-ACCRUAL LOANS

20

($ in millions)

NEW NON-ACCRUAL LOANS

21

($ in millions)

OTHER REAL ESTATE OWNED

22

30+ Day Delinquency

(as a % of period end total loans)

(as a % of period end total loans)

LOAN DELINQUENCY TRENDS

23

Beginning NPAs & 90+ Days Past Due (12/31/2009) Non-accrual Add: New NPLs Less: To Accrual/Pay-off/Restructured Less: To OREO and Charge-off Less: Charge-offs(includes write-downs for transfer to OREO) Δ in Non-accrual loans Other Real Estate Owned (ORE) Add: New ORE Properties Less: ORE Sold Less: ORE Losses (write-downs) Δ in ORE Δ 90 days past due Δ Restructured/Renegotiated Loans Total NPA Change Ending NPAs & 90+ Days Past Due (03/31/2010) ($ in millions) $146.1 $38.6 ($7.5) ($9.5) ($17.1) $4.5 $8.4 ($3.8) ($1.2) $3.4 ($1.4) ($8.0) ($1.5) $144.6

NON-PERFORMING ASSET RECONCILIATION

24

CREDIT METRIC TREND

25

Allowance as a % of Non-Accrual Loans

($ in millions)

ALLOWANCE COVERAGE TO NON-ACCRUAL LOANS

26

PORTFOLIO SUMMARY

•Classified loans declined for the quarter from $305 to $286 million.

•Non-accrual coverage is in line with 3rd quarter of 2009.Non-accrual
loans are up for quarter but in line with 3rd quarter.

•Five largest Classified accruingrelationships average $6.3 million with
none exceeding $10 million.

•The ten largest overall bank commitments and outstanding balances
average $15.0 million and $11.8 million, respectively.

•Provision expense is model dependent absent impact of specific
reserves associated with any new impaired loans.

•30-89 and 90+ day past due improving and stable.

•Most significant “watch list” credits are handled by a dedicated
workout team.

27

Michael C. Rechin

President

and Chief Executive Officer

28

Overview of 2010 Strategy and Tactics
“Protect and Strengthen”

§Complete CPP exchange transaction with Treasury
Department in second quarter

§Continue to improve asset quality and reduce all-in credit
costs

§Intensify revenue activity using common platforms and
market coverage tactics

§Solidify brand position as community bank competing
primarily in consumer, small business and middle market

§Implement opt-in Reg E strategy around education and
choice

29

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:

Mark K. Hardwick

Executive Vice President &

Chief Financial Officer

Telephone: 765.751.1857

mhardwick@firstmerchants.com