SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
ELLINGTON KIMBERLY J

(Last) (First) (Middle)
200 EAST JACKSON STREET

(Street)
MUNCIE IN 47305

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2005
3. Issuer Name and Ticker or Trading Symbol
FIRST MERCHANTS CORP [ FRME ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Senior Vice President / Director Human Resources
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 766.082(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) 07/01/2003 07/01/2011 Common Stock 914 19.73 D
Employee Stock Options (Right to Buy) 07/01/2004 07/01/2012 Common Stock 3,308 26.93 D
Employee Stock Options (Right to Buy) 07/01/2005 07/01/2013 Common Stock 3,150 23.46 D
Employee Stock Options (Right to Buy) 07/01/2006 07/01/2014 Common Stock 3,600 25.595 D
Deferred Stock Units 12/31/2005 12/31/2005 Common Stock 50.23 (2) D
Deferred Stock Units 12/31/2006 12/31/2006 Common Stock 131.26 (2) D
Explanation of Responses:
1. Includes 102.9482 shares owned by reporting person in her 401K account.
2. Conversion of derivative security is 1 for 1.
Kimberly J. Ellington 05/09/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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