As filed with the Securities and Exchange Commission on November 22, 2000.


                   Registration Statement No. 33-_____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
             ------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------

                           FIRST MERCHANTS CORPORATION
             (Exact name of registrant as specified in its charter)

           INDIANA                                              35-1544218
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

200 East Jackson Street, Muncie, Indiana 47305
(Address of  Principal Executive Offices)

                           FIRST MERCHANTS CORPORATION
                             RETIREMENT SAVINGS PLAN
                            (Full title of the plan)
             ------------------------------------------------------

Larry R. Helms                                       With a copy to:
Senior Vice President                                David R. Prechtel, Esq.
First Merchants Corporation                          Bingham Summers Welsh &
200 East Jackson Street                              Spilman, LLP
Muncie, Indiana 47305                                2700 Market Tower
                                                     10 West Market Street
                                                     Indianapolis, Indiana 46204
(Name and address of agent for service)              (317) 635-8900
                                       765-747-1530
          (Telephone number, including area code, of agent for service)


<PAGE>


<TABLE>


                         CALCULATION OF REGISTRATION FEE
<S>                       <C>                      <C>                              <C>                    <C>

----------------------------------------------------------------------------------------------------------------------
                             Amount                    Proposed                       Proposed              Amount of
Title of securities           to be                 maximum offering                maximum aggregate      registration
to be registered          registered (1)           price per share (2)              offering price (2)         fee
----------------------------------------------------------------------------------------------------------------------

Common Stock,
no par value               20,000 Shares                $22.81                         $456,200                $121.00

</TABLE>

 (1)     In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended  (the  "Act")  this  Registration  Statement  also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.

 (2)     The  registration  fee has been calculated  pursuant to Rule 457(c) and
         (h) on the basis of $22.81 per share,  which was the last sale reported
         for First Merchants  Corporation's  common stock by the NASDAQ National
         Market System on November 15, 2000.



<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL
                  INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by First Merchants Corporation (the
"Registrant") (SEC File No. 0-17071) with the Securities Exchange Commission
("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a) Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1999.

(b) First Merchants Corporation Retirement Savings Plan's (the "Plan")
Annual Report on Form 11-K for the fiscal year ended December 31, 1999.

(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.

(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3 (Registration No. 333-33244)
which became effective April 26, 2000, and all amendment and reports filed for
the purpose of updating such description.

All documents field by the Registrant or the Plan pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all of the securities offered hereby have been sold or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of those documents.
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the Registrant, empowers an Indiana corporation to indemnify present and former
directors, officers, employees, or agents or any person who may have served at
the request of the corporation as a director, officer, employee, or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, or
(b) if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Under certain circumstances, a corporation may pay
or reimburse an Eligible Person for reasonable expenses prior to final
disposition of the matter. Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled to mandatory indemnification for reasonable expenses or that the
Eligible Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
<PAGE>

In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

The Registrant's Articles of Incorporation provide that the Registrant will
indemnify any person who is or was a director, officer, employee or agent of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense that
may be incurred in connection with or resulting from or arising out of any
claim, action, suit or proceeding with respect to which such director, officer
or employee is wholly successful or acted in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant or such other corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
director, officer, employee or agent of the Registrant is entitled to be
indemnified as a matter of right with respect to those claims, actions, suits or
proceedings where he has been wholly successful. In all other cases, such
director, officer, employee or agent will be indemnified only if the Board of
Directors of the Registrant or independent legal counsel finds that he has met
the standards of conduct set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K             EXHIBIT
ITEM 601. . . . . . . .             NUMBER           DESCRIPTION OF EXHIBIT
- -----------------------------     -------------    ---------------------------
(4) . . . . . . . . . . . . . . .   4.01             ARTICLES V, VII AND IX OF
                                                     REGISTRANT'S ARTICLES  OF
                                                     INCORPORATION AND THE
                                                     ARTICLES OF AMENDMENT
                                                     THERETO ARE INCORPORAED BY
                                                     REFERENCE TO EXHIBIT 3.1 OF
                                                     REGISTRANT'S QUARTERLY
                                                     REPORT  ON  FORM 10-Q FOR
                                                     THE QUARTER  ENDED
                                                     JUNE 30, 1999.
                                    4.02             ARTICLES III AND IV OF
                                                     FIRST MERCHANTS
                                                     CORPORATION'S   BYLAWS  AND
                                                     AMENDMENTS    THERETO   ARE
                                                     INCORPORATED  BY  REFERENCE
                                                     TO    EXHIBIT     3.2    OF
                                                     REGISTRANT'S      QUARTERLY
                                                     REPORT ON FORM 10-Q FOR THE
                                                     QUARTER   ENDED   JUNE  30,
                                                     1997.
<PAGE>

                                    4.03             FIRST MERCHANTS
                                                     CORPORATION'S JOINDER
                                                     AGREEMENT FOR RETIREMENT
                                                     SAVINGS PLAN AND RELATED
                                                     SUMMARY PLAN DESCRIPTION.

(5) . . . . . . . . . . . . . . .   5.01             OPINION OF BINGHAM SUMMERS
                                                     WELSH & SPILMAN, LLP
                                    5.02             INTERNAL REVENUE SERVICE
                                                     DETERMINATION LETTER

(23) . . . . . . . . . . . . . . . 23.01             CONSENT OF OLIVE LLP,
                                                     INDEPENDENT
                                                     PUBLIC ACCOUNTANTS
                                   23.02             CONSENT OF BINGHAM SUMMERS
                                                     WELSH & SPILMAN, LLP
                                                     (INCLUDED IN EXHIBIT 5.01)

(24) . . . . . . . . . . . . . . . 24.01             POWER OF ATTORNEY (SEE
                                                     SIGNATURE PAGE)


ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section 10(a)
         (3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement.
<PAGE>

Provided,  however,  that  paragraphs  (l)(i) and (l)(ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That  for the  purpose  of  determining  any  liability  under  the
Securities 1933, each such post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the  requirements of Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Muncie, State of Indiana, on November 17, 2000.

                                    FIRST MERCHANTS CORPORATION

                                    By: /s/ Michael L. Cox
                                        ---------------------------
                                        Michael L. Cox, President
                                        and Chief Executive Officer
488065
<PAGE>

                                POWER OF ATTORNEY

         Know  all men by these  presents,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Michael L. Cox and Larry R. Helms and
each or any of them (with full power to act  alone),  his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed on November  17, 2000 by the  following
persons in the capacities indicated:

Signature                        Capacity
                                 With Registrant

/s/ Michael L. Cox               President, Chief Executive Officer and Director
-------------------------
Michael L. Cox                   (Principal Executive Officer)

/s/ James L. Thrash              Senior Vice President, Chief Financial Officer
-------------------------
James L. Thrash                  (Principal Financial and Accounting Officer)

/s/ Stephan S. Anderson          Chairman of the Board of Directors
-------------------------
Stephan S. Anderson

/s/ James F. Ault                Director
-------------------------
James F. Ault

/s/ Thomas B. Clark              Director
-------------------------
Thomas B. Clark

/s/ David A. Galliher            Director
-------------------------
David A. Galliher

/s/ Barry J. Hudson              Director
-------------------------
Barry J. Hudson

/s/ John E. Worthen              Director
-------------------------
John E. Worthen



<PAGE>



/s/ Norman M. Johnson            Director
-------------------------
Norman M. Johnson

/s/ George A. Sissel             Director
-------------------------
George A. Sissel

/s/ Robert M. Smitson            Director
-------------------------
Robert M. Smitson

/s/ Frank A. Bracken             Director
-------------------------
Frank A. Bracken

/s/ Roger M. Arwood              Director
-------------------------
Roger M. Arwood

                                 Director
Dennis A. Bieberich


         Pursuant to the  requirements  of the Securities Act of 1933, the First
Merchants  Corporation  Retirement Savings Plan's  Administrative  Committee has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized in the City of Muncie, State of Indiana,
on November 17, 2000.


                     FIRST MERCHANTS CORPORATION RETIREMENT
                      SAVINGS PLAN ADMINISTRATIVE COMMITTEE



                                     By:      /s/ Kimberly J. Ellington
                                              ---------------------------
                                              Kimberly J. Ellington



488065



<PAGE>



                                        3
(#490815)(4690-34648)
(#490815)(4690-34648)

                                  EXHIBIT 4.03




                              JOINDER AGREEMENT FOR
                           FIRST MERCHANTS CORPORATION
                             RETIREMENT SAVINGS PLAN
                      AND RELATED SUMMARY PLAN DESCRIPTION





                                JOINDER AGREEMENT

                                       FOR

                           FIRST MERCHANTS BANK, N.A.

                       PROTOTYPE PLAN AND TRUST AGREEMENT

                  (PROFIT SHARING WITH 401(k) NON-STANDARDIZED)



                           Letter Serial No. D340713e






NOTE:  This Joinder Agreement may only be used in conjunction with basic plan
       document #01.

(01/94)                                                                 PLAN 004



<PAGE>


<TABLE>
<S>                              <C>                                                                       <C>

                                 C O N T E N T S

   Item                                                                                                     Page

    1.                           EMPLOYER INFORMATION                                                       1

    2.                            PLAN INFORMATION                                                          2

    3.                           EMPLOYEE                                                                   2

    4.                           ELIGIBILITY REQUIREMENTS                                                   3

    5.                           RETIREMENT AGES AND DATE OF DISTRIBUTION                                   4

    6.                           VESTING SCHEDULE                                                           5

    7.                           OPTIONAL FORMS OF PAYMENT                                                  7

    8.                           DEATH BENEFIT                                                              8

    9.                           COMPENSATION                                                               9

   10.                           EMPLOYEE CONTRIBUTIONS                                                     10

   11.                           EMPLOYER CONTRIBUTIONS AND ALLOCATION FORMULA                              12

   12.                           FORFEITURES                                                                19

   13.                           TERMINAL ALLOCATIONS                                                       19

   14.                           VALUATION DATES AND ALLOCATION OF GAIN OR LOSS                             20
                                                                                                            21
   15.                           ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS

   16.                           HOURS OF EMPLOYMENT                                                        21

   17.                           ELIGIBILITY SERVICE                                                        22

   18.                           VESTING SERVICE                                                            23

   19.                           LIFE INSURANCE                                                             24

   20.                           LOANS                                                                      24

   21.                           HARDSHIP WITHDRAWALS                                                       25

   22.                           INVESTMENT OPTIONS                                                         25

   23.                           DISABILITY                                                                 26

   24.                           LIMITATIONS ON ALLOCATIONS                                                 26

   25.                           PROVISIONS RELATING TO PRIOR PLAN                                          27

   26.                           AGENT FOR SERVICE OF LEGAL PROCESS                                         28

   27.                           PLAN ADMINISTRATOR                                                         28

   28.                           TRUSTEE                                                                    28

   29.                           DOMESTIC RELATIONS ORDERS                                                  28

                                 DISCLAIMER AND WARNING                                                     29

                                 SIGNATURES                                                                 30

                                 SPECIAL INSTRUCTIONS ABOUT SUBMISSION TO INTERNAL REVENUE
                                 SERVICE                                                                    30

                                 ADDITIONAL INFORMATION ABOUT THE PROTOTYPE PLAN                            30
</TABLE>

(490815)(4690-34648)

<PAGE>


                              JOINDER AGREEMENT FOR
                           FIRST MERCHANTS BANK, N.A.
                       PROTOTYPE PLAN AND TRUST AGREEMENT
                  (PROFIT SHARING WITH 401(k) NON-STANDARDIZED)

         By execution of this Joinder Agreement,  the Employer  designated below
hereby  establishes a profit sharing with 401(k) plan for its eligible Employees
as provided in this Joinder  Agreement and First Merchants Bank, N.A.  Prototype
Plan and Trust Agreement  (basic plan document #01). Any capitalized  terms used
herein shall have the meaning set forth in the Prototype Plan.

1.       EMPLOYER INFORMATION

     Name:     First Merchants Corporation                    EIN:    35-1544218

     Address:  200 East Jackson Street
               Muncie, IN  47305-2814

     Form of Business Organization:

              ( x )  corporation                 (   )  electing "S" corporation

              (   )  sole proprietor             (   )  partnership

     Employer's taxable year ends on each December 31

     Is the Employer a member of a controlled or  affiliated  group of employers
     within the meaning of Section  414 (b),  (c),  (m), or (o) of the  Internal
     Revenue Code?
      |X|  Yes   |_| No

     If the answer to this  question is "Yes",  then list below the name and EIN
     of all other employers in the group (attach separate sheet if necessary):

              First United Bank, 35-0303750
              Union County National Bank of Liberty, 35-0721690
              Randolph County Bank, 35-0600850
              First Merchants Bank, N.A., 35-0508403
              Pendleton Banking Company, 35-0574300

     The  employers  in this group may adopt this Plan by  resolution.  The Plan
     maintained by the Employer named above and any adopting  employers shall be
     treated as a single plan.


<PAGE>




2.       PLAN INFORMATION

     Plan Name:  Retirement Savings Plan                          Plan No.:  002

     Plan Year and  Limitation  Year  will be the 12  consecutive  month  period
     beginning each January 1 (specify month and day only).

     (   )   This is a new Plan with an effective date of                     .
                                                         ----------------------

     ( x ) This is an amended Plan.

            The  effective  date of the original Plan  was1/1/91.
            The effective date of the amended Plan is 1/1/98.

     Name of any "Prior Plan": -------------------------------------------------
     (For an amended Plan, pay close attention to Items 7(D) and 25.)

3.   EMPLOYEE (Section 1.01(k) of the Prototype Plan)

     An employee eligible to participate in the Plan is defined as follows:



     (   ) Each employee of the Employer.



     (   ) Each salaried employee of the Employer.


     (   ) Each employee of the Employer who is not salaried.

     (   ) Each  employee of the  Employer who is not subject to a  collective
           bargaining  agreement to which the Employer is a party, the
           negotiation for which included retirement benefits as a subject of
           good faith bargaining.

     (   ) Each employee of the Employer who is a member of a bargaining  unit
           covered by the Plan pursuant to a collective  bargaining
           agreement in effect between such bargaining unit and the Employer.

     ( x ) (Specify)  each employee of First  Merchants  Corporation,  First
           Merchants  Bank NA,  Pendleton  Banking  Company,  First United Bank,
           Union County National Bank, and Randolph County Bank.
<PAGE>

     Employees of affiliated  employers and leased employees must be included as
     employees of the Employer in determining whether the coverage  requirements
     of Section 410 of the  Internal  Revenue  Code are met even if they are not
     defined as Employees under the Employer's plan.


4.       ELIGIBILITY REQUIREMENTS (Section 2.01 of the Prototype Plan)
         ------------------------

     Complete A, B, and C.

         A.       Age and/or Service Requirements.  Each Employee shall become a
                  --------------------------------
                  Participant on the Participation Date as of which he has met
                  the following requirements.

                  ( x )  Attained his 21st birthday (not over 21st);

                  ( x )  Completed one (1) year of Eligibility Service (as
                           defined in Item 17 of this Joinder Agreement).

                  The  service  requirement  cannot  be more  than 1 year.  If a
                  fractional  year is used,  an employee will not be required to
                  complete  any  specified  number  of  Hours of  Employment  to
                  receive credit for such fractional year.

         If Item 4(B)  provides for a single  Participation  Date per Plan Year,
         the maximum age and service requirements above must each be reduced by
         1/2 year.

         B.       Participation Date.  (Select one choice)
                  -------------------

                  (   )  Two Participation Dates per Plan Year.  Participation
                         Date means the  ___________  (first or last day of Plan
                         Year)   not  prior  to  the   Effective   Date  or  the
                         ____________  (enter  date  which  is  6  months  after
                         preceding  date)  coincident with or next following the
                         date  on  which  an  Employee   first   satisfies   the
                         requirements of Item 4(A) above.

                  (   )  One Participation  Date per Plan Year.  Participation
                         Date  means  the  (first  or  last  day of  Plan  Year)
                         coincident  with or next following the date on which an
                         Employee first satisfies the  requirements of Item 4(A)
                         above.

                  ( x )  Multiple Participation Dates.  Participation Date means
                         the following: 1/1, 4/1, 7/1, and 10/1 (must  include
                                       -------------------------
                         first or last day of Plan Year and the date 6 months
                         thereafter).
<PAGE>

     C. Waiver of Participation.

                  The Plan  |X|  shall  |_|  shall  not  allow  an  Employee  or
                  Participant to waive participation in the Plan by completing a
                  written waiver form provided by the Plan Administrator.

                  The Plan |X| shall |_| shall not allow a Participant  to waive
                  his  eligibility  to make  Salary  Savings  Contributions  and
                  nondeductible Employee contributions, if applicable, under the
                  Plan and to receive any Employer matching  contributions under
                  the Plan by  completing a written  waiver form provided by the
                  Plan Administrator.

                  The  effects  of  waiving  participation  in the  Plan  and/or
                  waiving Salary Savings  Contributions,  nondeductible Employee
                  contributions   and  Employer   matching   contributions   are
                  described in Section 2.05 of the Prototype Plan.


5.   RETIREMENT AGES AND DATE OF DISTRIBUTION  (Sections 1.01(h), 1.01(r),
     ----------------------------------------
     1.01(t), 6.03, and 14.07 of the Prototype Plan)


     Complete A and B.  C, D, and E apply to all plans.  Complete F if desired.

     A.  Normal Retirement Age shall be attained by a Participant upon reaching:

         ( x )  his 65th birthday (not to exceed 65th).

         (   )  the later of his             birthday (not to exceed 65th) or
                                 -----------
                the            (not to  exceed 5th) anniversary of his earliest
                   -----------
                Participation Date.

     B.  Early Retirement Age (indicate"N/A" if a requirement is not
         applicable):

         ( x )  shall be attained by a  Participant  upon  reaching his 55th
                birthday and completing 10 years of Vesting Service.

         (   )  shall have no meaning in the Employer's Plan.

     C.  During any period of employment after attaining Normal  Retirement Age,
         a  Participant  shall  continue  sharing  in  allocations  of  Employer
         contributions,  forfeitures,  and gains or losses in the same manner as
         other Participants.

     D.  A Participant who has terminated his employment with the Employer shall
         be entitled to request the distribution of his vested interest in the
         Plan at any time after termination of employment with the Employer.
<PAGE>

     E.  Each Participant is entitled to defer distribution until a distribution
         is  required in  accordance  with  Section  401(a)(9)  of the  Internal
         Revenue Code after age 70 1/2,  except that a Participant  whose Vested
         Account  Balance  does  not  exceed  $3,500  shall  receive  a lump sum
         distribution as soon as practicable after his termination of employment
         with the Employer.

     F.  (   )   A Participant who has reached age    (not less than age 591/2)
                                                  ----
         and completed      years of  participation shall be entitled to make an
                      -----
         election  to receive  all or a portion of his vested  Account  Balance
         in a lump sum while still employed by the Employer.  The  Participant
         should specify the Valuation Date to be used in determining  his vested
         Account Balance,  subject to such nondiscriminatory  rules as may be
         established by the Employer.  Such a distribution shall be permitted
         (select one):

                (   )      one time only.

                (   )      no more than      time(s) each Plan Year.
                                        ----

6.   VESTING SCHEDULE  (Section 5.02 of the Prototype Plan)
     ----------------

     Select  one  schedule  under A,  unless the  Employer  elects in D that the
     Top-Heavy  vesting  schedule shall apply at all times.  Select one schedule
     under B and C. Complete D.

     A.    Non-Top-Heavy  Vesting  Schedule. Select one of the  following
           ---------------------------------
           vesting schedules,  unless the Employer  chooses to have the
           Top-Heavy schedule apply at all times.

           The  value  of  a  Participant's  Regular  Account  (attributable  to
           Employer regular  contributions) shall become vested as determined by
           the number of completed  years of Vesting Service (as defined in Item
           18 of this Joinder Agreement) as follows:


COMPLETED YEARS OF VESTING SERVICE
<TABLE>
<S>             <C>              <C>              <C>                <C>            <C>             <C>            <C>

                1                2                3                  4              5               6              7
                -                -                -                  -              -               -              -

     ( x )      20%              40%              60%                80%            100%

     (   )      ______           ______           ______             ______         ______          ______         100%
                                                  (at                (at            (at             (at
                                                  least              least          least           least
                                                  20%)               40%)           60%)            80%)

</TABLE>
<PAGE>
<TABLE>
     B.  The value of a Participant's interest in the Plan attributable to Employer matching contributions shall be:


COMPLETED YEARS OF VESTING SERVICE

<S>         <C>              <C>             <C>                 <C>            <C>             <C>             <C>

            1                2               3                   4              5               6               7
            -                -               -                   -              -               -               -

( x )       20%              40%             60%                 80%            100%

(   )       ______           ______          ______              ______         ______          ______          100%
                                             (at                 (at            (at             (at
                                             least               least          least           least
                                             20%)                40%)           60%)            80%)
</TABLE>

(   )      Full and immediate

           If Employer regular contributions are elected under Item 11 of this
           Joinder Agreement, then the vesting schedule for matching
           contributions must be the same as for regular  contributions if they
           will be allocated to the Regular Account.

     C.    Top-Heavy  Vesting  Schedule.  (A  Top-Heavy  vesting  schedule  must
           -----------------------------
           be  selected,  even if the  Employer is not  currently Top-Heavy and
           does not foresee becoming Top-Heavy.)

           The  value  of  a  Participant's  Regular  Account  (attributable  to
           Employer  contributions)  shall become  vested as  determined  by the
           number of completed  years of Vesting  Service (as defined in Item 18
           of this Joinder Agreement) as follows:


COMPLETED YEARS OF VESTING SERVICE
<TABLE>
<S>                   <C>             <C>            <C>             <C>            <C>             <C>

                      1               2              3               4              5               6
                      -               -              -               -              -               -

     (   )            ----            ----           ----            ----           ----            ----

     ( x )            20%             40%            60%             80%            100%            100%
                                        (at            (at             (at            (at
                                        least          least           least          least
                                        20%)           40%)            60%)           80%)

</TABLE>

     (   )            Full and immediate

D.       Select one of the following choices:

           |X| The Top-Heavy vesting schedule shall apply at all times.
<PAGE>

           |_|    The Top-Heavy  vesting  schedule shall apply in the first Plan
                  Year that the Employer's Plan is Top-Heavy and every Plan Year
                  thereafter, regardless of the Plan's Top-Heavy status.

           |_|    The Top-Heavy  vesting  schedule shall apply in the Plan Years
                  that the  Employer's  Plan is Top-Heavy and the  non-Top-Heavy
                  vesting  schedule  shall  apply  in the  Plan  Years  that the
                  Employer's Plan is not Top-Heavy.

     NOTE: If the third option is elected,  any change in the vesting  schedule,
     which  occurs when the  Employer's  Plan ceases to be  Top-Heavy,  shall be
     subject to Section 5.08 of the Prototype Plan.


     If the original Effective Date of the Plan is prior to January 1, 1989, any
     vesting  schedule in effect prior to that date shall continue to apply to a
     Participant  unless  and  until he is  credited  with at least  one Hour of
     Employment on or after the beginning of the 1989 Plan Year.

     A  Participant  shall in any event be 100%  vested  upon  attaining  Normal
     Retirement Age (as defined in Item 5(A)) while employed by the Employer, or
     upon  attaining  Early  Retirement  Age (if  defined  in Item  5(B))  while
     employed by the Employer,  or upon retiring due to a Disability (if defined
     in Item  23),  or upon  death  while  employed  by the  Employer.  Also,  a
     Participant  is always  100%  vested in his Salary  Savings  Contributions,
     Qualified Nonelective Contributions, fail-safe contributions, nondeductible
     Employee contributions,  rollover  contributions,  and direct transfers, if
     any.

     If the  vesting  schedule is less  generous  for any  Participant  than the
     schedule  under the Prior Plan,  Section 5.08 of the  Prototype  Plan shall
     apply.

7.   OPTIONAL FORMS OF PAYMENT  (Section 6.02, 6.04, 6.05, and 13.01 of the
         ----------------------------------
     Prototype Plan)

     Select A or B.  Select C if desired.  Complete D if applicable.  Always
     complete E.


     A.  (   )    The Plan shall offer  annuities,  lump sums and  installments
                  in accordance  with Section 6.02. The rules  regarding
                  joint and survivor  annuities and spousal  consent in Sections
                  6.01, 6.02 and 6.09 shall apply to all amounts payable
                  under the Plan.

     B.  ( x )    The Plan shall offer the following form(s) of payment as
                  provided in Section 13.01:
<PAGE>

         |_| a lump sum payment.
         |X| A lump sum payment and installments. (Complete Item 7(C)
             below if desired.)

         Article XIII  containing  the provisions  relating the "profit  sharing
exception"  to the joint and survivor  annuity  rules shall apply to all amounts
payable  under the Plan.  (See the  following  Item 7(D) for special  rules if a
previous option is eliminated.)

     C.  (   )    The provision of Section  6.05(e)  regarding  installment-type
                  withdrawals  shall be available  under the Plan.  The
                  minimum withdrawal shall be        % of the Vested Account
                                             --------
                  Balance  determined as of termination of employment,  and
                  no more than               such withdrawals shall be permitted
                               --------------
                   in any Plan Year.

     D.  (   )    The election  made in A or B represents  an amendment of the
                  previous  optional  forms of payment  under the Plan and
                  will result in the elimination of an optional form of benefit
                  previously  available under the plan.  Previously,  the
                  following additional form(s) of payment was available under
                  the Plan (specify):_______________________________________

                  -----------------------------------------------------------

                  -----------------------------------------------------------

                  Under  Sections  8.01(e) and 9.10 of the Prototype  Plan,  the
                  Plan must continue to make available any previous  option with
                  respect to amounts  attributable to contributions  made before
                  the previous option was eliminated by amendment.  Accordingly,
                  the above prior options will be available  with respect to any
                  contributions  made with  respect  to a Plan  Year that  began
                  prior to (the date inserted cannot be earlier than the date of
                  execution of the amendment that  eliminated the prior options;
                  if no date is  inserted,  then it is assumed that such date of
                  execution applies).  The joint and survivor annuity rules will
                  continue  to  apply  to  prior  accrued  benefits  if  such an
                  amendment eliminated annuity forms of payment.

     In any event,  if the Vested  Account  Balance of a terminated  Participant
     does not exceed $3,500, it will be automatically  cashed out as provided in
     Section 6.08 of the Prototype Plan.


     E.   Distributions shall be made in (select one):

          ( x )  cash.

          (   ) cash or property,  as requested by the Participant and agreed
                 to by the Trustee  pursuant to Section 6.04(b) of the Prototype
                 Plan.
<PAGE>

8.   DEATH BENEFIT  (Section 6.09 or 13.03 of the Prototype Plan)
     -------------

     The death  benefit  under the Plan depends in part on whether the joint and
     survivor annuity rules in Section 6.01, 6.02 and 6.09 or the profit sharing
     exception rules in Article XIII are applicable. (Complete A if Item 7(A) of
     the  Joinder   Agreement  is  selected  or  if  annuities  were  previously
     available.)



     A.   Death  Benefit  with  Respect  to Any  Amount  to Which  the Joint and
          Survivor Annuity Rules (Section 6.01, 6.02 and 6.09) Are Applicable. A
          death  benefit  in the  form  of a  Qualified  Preretirement  Survivor
          Annuity shall be paid to surviving  spouse of any married  Participant
          who dies, by applying the following amount to purchase such an annuity
          (select 1 or 2):


          1.      (   )  50% of the Vested Account Balance.

          2.      (   )  100% of the Vested Account Balance.

          If option 1 is  selected  above,  the other 50% of the Vested  Account
          Balance is payable to the  Participant's  designated  Beneficiary (who
          can,  but need not, be the  Participant's  spouse).  If no election is
          made, then it shall be deemed that option 1 was selected.

          In any event,  a surviving  spouse may elect  payment in another  form
          that is available  under the Plan within a  reasonable  time after the
          Participant's death. Also, a spouse may consent (in writing, witnessed
          by a Plan  representative  or notary  public) to the  designation of a
          nonspouse  beneficiary to receive the death benefit  otherwise payable
          to the spouse.

     B.   Death  Benefit  with  Respect  to Any  Amount  to Which  the Joint and
          Survivor Annuity Rules Are Not Applicable Pursuant to the Article XIII
          Profit Sharing Exception Rules. With respect to any amounts subject to
          Article  XIII,  the  surviving  spouse  of a  married  Participant  is
          entitled to 100% of the  Participant's  Vested Account Balance payable
          in a lump sum,  unless the  surviving  spouse has consented in writing
          (witnessed  by  a  Plan   representative  or  notary  public)  to  the
          designation of a nonspouse Beneficiary by the Participant.

     Note on Beneficiary Designation:  If the Participant is not married at date
     of  death,  then the  entire  Vested  Account  Balance  is  payable  to his
     designated  Beneficiary.  If a Participant fails to designate a Beneficiary
     and has no surviving  spouse,  then the Plan provides that his descendants,
     per stirpes,  receive any death benefit.  If no descendants survive and the
     Participant makes no other designation, his estate is his Beneficiary.
<PAGE>

9.   COMPENSATION (Section 1.01(e) of the Prototype Plan)
     ------------

     Compensation  as defined in Section  1.01(e) of the Prototype Plan shall be
     subject to  modifications  specified in this Item 9, as indicated below, if
     any:

     A.  (   )  For all purposes under the Plan (except for purposes of the
                limitations contained in Article XI), Compensation shall include
                Employer contributions made pursuant to a salary reduction
                agreement which are not includible in the gross income of the
                Employee under Section 125, 402(a)(8), 402(h) or 403(b) of the
                Internal Revenue Code.


     B.  (   )  Since this Joinder  Agreement is adopted as an amendment of a
                Prior Plan for purposes of complying  with the Tax Reform Act of
                1986, the above definition shall only be effective for Plan
                Years beginning on or after, 19  . (The date  inserted  cannot
                be later than the first day of the first Plan Year after this
                  -------
                Joinder Agreement is signed by the Employer in order to comply
                with the Tax Reform Act of 1986.)


     C.           ( x )    Compensation shall exclude amounts paid to a
                           Participant prior to his  Participation  Date for
                           purposes of Article XIV (including   401(k)  and
                           401(m)   testing   and  the determination   of   the
                           actual   amount   of   any contribution   that  is
                           based  on  a  percentage  of Compensation)  but not
                           for  purposes of Article XI or XII.

     D.           ( x )    Compensation  shall be modified  to include  employer
                           contributions  made  pursuant  to a salary  reduction
                           agreement  which are not  includable  in the gross in
                           come of the employee  under Section 125 and 401(a) 8
                           of the Internal  Revenue Code and to exclude  bonuses
                           and  commissions for purposes of allocating the
                           following Employer contribution(s) in Item 11(B) of
                           this Joinder Agreement.

                  |X|      Regular Contributions
                  |_|      Qualified Nonelective Contributions
                  |X|      Fail-Safe Contributions

     E.           ( x )    Compensation  shall be  modified  as follows:  For
                           the  purpose of 401(k) and 401(m)  testing,
                           compensation shall include  contributions made
                           pursuant to a salary reduction  agreement under
                           Section 125 and 401(a)8 of the Internal Revenue Code
                           in addition to bonuses and commissions.
<PAGE>

     In any event, a Participant's  Compensation must be limited to $200,000 (as
     may be adjusted for  cost-of-living  increases) for any Plan Year beginning
     on or after January 1, 1989; and for this purpose the spouse and any lineal
     descendants under age 19 of a Participant who is a 5% owner or who is among
     the 10 highest paid Highly  Compensated  Employees are aggregated with that
     Participant  and  treated  as a single  Participant  for  purposes  of this
     $200,000  limit.  This  paragraph  is further  subject to the  Compensation
     limitations provided in Section 1.01(e) of the Prototype Plan.

10.  EMPLOYEE CONTRIBUTIONS (Section 3.02 and Article XIV of the Prototype Plan)
     ----------------------

     Complete A and B.

     A.   Salary Savings Contributions (pre-tax)

          Complete 1, 2 and 3.

          1.    Amount of Salary Savings Contributions.  Salary Savings
                ---------------------------------------
                Contributions by a Participant shall



                ( x )  be permitted in any whole percentage of his Compensation
                       per payroll period as elected by the Participant up to a
                       maximum of 15%.


                ( x )  be permitted in any dollar  amount per payroll  period
                       as  elected by the  Participant up to a maximum of 15% of
                       his Compensation.



                (   )  not be permitted.
                       ---



          2.    Changes   or  New   Elections.   Each   Participant   (including
                Participants who elected to make no Salary Savings Contributions
                when  first  eligible  to do so) may change the amount of Salary
                Savings  Contributions  previously  elected  as of  the  payroll
                period which begins  coincident  with or next following  (select
                one):



                (   ) the first day of each Plan Year.



                (   ) the first day of each Plan Year and the date which is 6
                      months later.



                ( x ) the day following each Valuation Date as specified in
                      Item 14.


                (   ) (specify): ______________________________________________.

<PAGE>

          3.    Revocations.  Each Participants may revoke his Salary Savings
                ------------
                Contributions as of the payroll period which begins coincident
                with or next following (select one):



                ( x ) the date he gives 10 days'  prior  written  notice  of the
                      revocation to the Employer.



                (   )(specify): _______________________________________________.



     Any  Participant   who  (1)  terminates   employment  and  is  subsequently
     reemployed by the Employer, (2) changes employment status and later becomes
     an eligible  Employee again,  or (3) suspends Salary Savings  Contributions
     because of a hardship withdrawal may commence Salary Savings  Contributions
     as of his (1) date of reemployment as an Employee, (2) change in status, or
     (3) suspension  expires,  whichever is applicable,  after  completing a new
     election form as provided in Section 14.03(c) of the Prototype Plan.


     NOTE:  For each Plan  Year,  Salary  Savings  Contributions  made by Highly
     Compensated Employees (as defined in Section 1.01(n) of the Prototype Plan)
     must satisfy an Actual Deferral Percentage test under Section 401(k) of the
     Internal  Revenue Code (as reflected in Article XIV of the Prototype Plan).
     Failure to return any excess contributions  (determined under that test) to
     Highly Compensated  Employees before the end of the Plan Year following the
     year with respect to which they were  originally  contributed may cause the
     Plan to lose its tax-qualified status.

     B.   Nondeductible Employee Contributions (after-tax)



          Nondeductible Employee Contributions shall



                  (   ) be permitted.

                  ( x ) not be permitted effective ______________________.
                        ---



          The provisions  governing  Nondeductible  Employee  Contributions  are
          described in Section 3.02 of the Prototype Plan.

<PAGE>


          NOTE: For each Plan Year,  Nondeductible  Employee  Contributions (and
          any Matching  Contributions) made by Highly Compensated  Employees (as
          defined  in  Section  1.01(n) of the  Prototype  Plan) must  satisfy a
          Contribution  Percentage  test under  Section  401(m) of the  Internal
          Revenue  Code (as  reflected  in Article XIV of the  Prototype  Plan).
          Failure to return any excess aggregate contributions (determined under
          that test) to Highly Compensated  Employees before the end of the Plan
          Year  following  the  Plan  Year  with  respect  to  which  they  were
          originally  contributed  may cause the Plan to lose its  tax-qualified
          status.



11. EMPLOYER CONTRIBUTIONS AND ALLOCATION FORMULA (Section 3.01 and
    ---------------------------------------------
      4.03 of the Prototype Plan)

     Complete A.  Complete B(4) if applicable. Complete C if Plan is integrated.
     Complete D if applicable.  E applies to all plans.


     A.  Determination of Amount of Annual Employer Contribution.  For each Plan
         Year  (ending  on or after the  Effective  Date),  the  Employer  shall
         contribute  to the Trust Fund,  subject to the  limitations  imposed in
         Article XI of the Prototype Plan, a discretionary  amount determined by
         the Employer by the end of the Plan Year (or if the Plan Year coincides
         with  the  Employer's   taxable  year,  by  the  due  date,   including
         extensions,  for filing the  Employer's  federal  income tax return for
         such year).  Any  contribution  actually paid after the end of the Plan
         Year to which it relates  should be  designated in writing to have been
         made with  respect to the prior Plan Year.  In any event,  the Employer
         contribution  for each Plan  Year  shall at least be equal to an amount
         necessary to fund the  following  amounts  (select one or more uses for
         such Employer contribution).

         1.  ( x )    Salary Savings  Contributions.  An amount equal to the
                      ------------------------------
                      amount of Salary Savings  Contributions,  if any,  elected
                      for  such  Plan  Year by all  eligible  Employees  in
                      accordance  with  the  preceding  Item 10 of this  Joinder
                      Agreement.  (Note: Even though such amounts are designed
                      under Item 10 entitled  "Employee  Contributions,"  they
                      are treated as an Employer  contribution  for income tax
                      deduction  purposes and for certain  other  purposes as
                      specified in the Prototype Plan.)

         2.  ( x )    Matching Contributions for Salary  Savings  Contributions.
                      ----------------------------------------------------------
                      An amount equal to a percentage  of certain  Salary
                      Savings Contributions made by eligible Employees,
                      determined as follows (select one):

                      ( x )  25% of  Salary  Savings Contributions  for the Plan
                             Year  that  are  eligible  to  receive  a  matching
                             contribution.

                      (   )  a  discretionary  percentage  of Salary  Savings
                             Contributions  for the Plan Year that are  eligible
                             to receive a matching contribution, as determined
                             by the Employer.
<PAGE>

                      Maximum. If matching  contributions are elected above, the
                      following Salary Savings Contributions made on behalf of a
                      Participant  for a Plan Year  shall be  eligible  for such
                      matching contributions (select one):

                      (   )   All Salary Savings Contributions.

                      ( x )   Salary Savings Contributions not in excess of 5%
                              of the Participant's Compensation for the Plan
                              Year.

                      (   )   Salary Savings Contributions not in excess of
                              $           .
                               -----------

                      (   )   Matching Contributions for Nondeductible Employee
                              --------------------------------------------------
                              Contributions.  An amount equal to a percentage of
                              -------------
                              certain Nondeductible Employee  Contributions made
                              by eligible Employees,  determined as follows
                              (select one):

                              (   )                  % of Nondeductible Employee
                                        -------------
                                        Contributions for the Plan Year that are
                                        eligible to receive a matching
                                        contribution.

                              (   )     a discretionary  percentage of
                                        Nondeductible Employee Contributions for
                                        the Plan Year that are eligible to
                                        receive a matching contribution, as
                                        determined by the Employer.

                              Maximum.  If  matching  contributions  are elected
                              above,   the  following   Nondeductible   Employee
                              Contributions  made  by a  Participant  for a Plan
                              Year   shall  be   eligible   for  such   matching
                              contributions (select one):

                              (   )    All Nondeductible Employee Contributions.

                              (   )    Nondeductible   Employee  Contributions
                                       not  in  excess  of  ________%  of  the
                                       Participant's Compensation for the Plan
                                       Year.

                              (   )    Nondeductible Employee Contributions not
                                       in excess of $_____________.

         3.   (   )   Regular Contributions.  An amount determined by the
                      ----------------------
                      Employer in the manner indicated below (select one):
<PAGE>

                      (   )   Discretionary  Contributions.  The  amount
                              -----------------------------
                              determined  by the  Employer  for each  Plan Year.
                              Note:  A discretionary contribution may be
                              allocated on an integrated basis if so indicated
                              in Item 11(B)(3).

                      (   )   Non-integrated Formula.         % of the
                              ----------------------- --------
                              Compensation  of all  Participants  for such
                              Plan Year who are entitled to share in the
                              allocation of Employer contributions as specified
                              in Item 11(B)(3).

                      (   )   Integrated Formula.    % of the Compensation of
                              ------------------- ---
                              each Participant for such Plan Year, plus        %
                                                                       --------
                              of each Participant's Compensation in excess of th
                              Taxable  Wage  Base (as  defined  in Item  11(C)),
                              taking into account only Participants  entitled to
                              share in the allocation of Employer  contributions
                              as  specified   in  Item   11(B)(3).   Note:   The
                              percentage  amount  inserted  in the second  blank
                              cannot  exceed  the  lesser  of the  amount in the
                              first  blank  or  5.7%  (or  such  lesser   Excess
                              Percentage  determined  in  accordance  with  Item
                              11(C) if the  Taxable  Wage  Base is less than the
                              maximum that can be  specified in Item  11(C)(1)).
                              Any   amounts   contributed   pursuant   to   this
                              integrated  formula may not be taken into  account
                              for  purposes of the tests under  Sections  401(k)
                              and 401(m) of the Internal  Revenue Code described
                              in Sections 14.04 and 14.05 or the Prototype Plan.

         4.  (   )    Qualified Nonelective Contributions.  An amount equal to
                      ------------------------------------
                              % of the  Compensation  (as  elected  in Item 9
                      ---------
                      of this  Joinder  Agreement,  but  disregarding  any
                      amounts  paid  prior  to the  Participation  Date)  of
                      each Participant who is eligible for qualified nonelective
                      contributions;  any such amount shall be 100% vested when
                      made notwithstanding any election of another vesting
                      schedule in Item 6 of this Joinder Agreement.

         5.  ( x )    Fail-Safe  Contributions.  That  percentage,  if any, as
                      -------------------------
                      designated  by the  Employer by the due date of its tax
                      return,  including  extensions,  for the taxable year in
                      which the Employer  contributions for the Plan Year will
                      be deducted, of the Compensation of each Participant who
                      is eligible for fail-safe contributions.

         For  Plan  Years  beginning  on or  after  January  1,  1986,  Employer
contributions may be made without regard to Net Profits.



<PAGE>



     B.  Allocation of Annual Employer Contributions.
         --------------------------------------------

         1.   Salary Savings  Contributions.  For each Plan Year, Salary Savings
              ------------------------------
              Contributions  shall be allocated among the Salary Savings
              Accounts of those  Participants  who made Salary Savings
              Contributions  in accordance  with their elections for the Plan
              Year.

         2.   Matching  Contributions.   Any  matching  contributions  shall  be
              allocated  to the |X|  Regular  Accounts  |_|  Fail-Safe  Accounts
              (select  Fail-Safe  Accounts  if matching  contributions  are 100%
              vested and the Regular  Account is subject to a vesting  schedule)
              of those  Participants who are eligible to share in the allocation
              of matching contributions.

              ( x )   Participants  who made any Salary  Savings  Contributions
                                                 ------------------------------
                      during the Plan Year shall be entitled to share in the
                      allocation  of matching  contributions  in proportion to
                      the Salary  Savings  Contributions  for the Plan Year of
                      each such Participant as follows (select one or more):

                      ( x )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

                      (   )    Participants who made any Nondeductible Employee
                                                         -----------------------
                               Contributions
                               -------------
                  during the Plan Year shall be entitled to share in the
                  allocation of matching  contributions in proportion to the
                  Nondeductible Employee Contributions for the Plan Year of each
                  such Participant as follows (select one or more):

                      (   )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------
<PAGE>

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

     NOTE:        Participants  who are entitled to a Terminal Allocation may be
     entitled to the allocation of matching  contributions (see Item 13 of this
     Joinder Agreement).


     3.       Regular Employer Contributions. Any regular contributions shall be
              allocated  among the Regular  Accounts of those  Participants  who
              were  employed  by the  Employer  during the Plan Year and who are
              entitled  to  share  in  the   allocation  in  proportion  to  the
              Compensation for the Plan Year of each such Participant as follows
              (select one or more):

                      (   )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                              ------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

     NOTE:  Participants  who are  entitled  to a Terminal  Allocation may be
     entitled  to share in the  allocation  of regular contributions (see Item
     13 of this Joinder Agreement).


         Regular contributions shall be allocated as follows (select one):

                      (   )   Non-integrated  allocation:  For  contribution
                              ---------------------------
                              formulas  intended to be  allocated  on a  non-
                              integrated basis, the annual  contribution shall
                              be allocated in proportion to the Compensation for
                              the Plan Year of each  Participant  entitled  to
                              share in the  allocation.  (See Item 9(C) of the
                              Joinder  Agreement  for whether pre-Participation
                              Date Compensation is counted for this purpose.)

                      (   )   Integrated  allocation:  For a  discretionary
                              -----------------------
                              contribution  intended to be  allocated  on an
                              integrated basis, the amount  allocated to the
                              Regular Account of each such  Participant  shall
                              equal the sum of (a) and (b), as follows:
<PAGE>

                              a.    each such  Participant's  Integrated
                                    Contribution  Amount (as defined in Item
                                    11(C) below) (or a pro rata portion  thereof
                                    if the total contribution is less than the
                                    sum of all Participant's  Integrated
                                    Contribution Amounts); and

                              b.    a  pro  rata  share  of  any   discretionary
                                    contribution  amount  remaining  after  each
                                    such Participant's  Integrated  Contribution
                                    Amount  is so  allocated,  with the pro rata
                                    share being based on each such Participant's
                                    Compensation for the Plan Year.

     4.       Qualified  Nonelective  Contributions.  Any Qualified  Nonelective
              Contributions shall be allocated to the |_| Fail-Safe Accounts |_|
              Regular  Accounts (select Regular Accounts if the Regular Accounts
              provide for 100% vesting) for any  Participant who was eligible to
              make Salary Savings  Contributions for the Plan Year in proportion
              to the  Compensation  for the Plan Year of each such  Participant.
              NOTE:   Participants  who  are  entitled  to  receive  a  Terminal
              Allocation may be entitled to share in the allocation of qualified
              nonelective contributions (see Item 13 of this Joinder Agreement).

     5.       Fail-Safe  Contributions.  Any  Fail-Safe  Contributions  shall be
              allocated  to the  Fail-Safe  Account of each  Participant  who is
              employed by the  Employer on the last day of the Plan Year and who
              is a  Non-Highly  Compensated  Employee  (as  defined  in  Section
              14.02(1) of the Prototype Plan) for the Plan Year in proportion to
              the Compensation for the Plan Year of each such Participant. NOTE:
              Participants who are entitled to receive a Terminal Allocation may
              be entitled to share in the allocation of fail-safe  contributions
              (see Item 13 of this Joinder Agreement).

 C.  Definitions and Special Rules for Integrated Plans.
     ---------------------------------------------------
     (C must be completed if Plan is integrated.)

     1.      "Taxable Wage Base" means, with respect to each Plan Year:

                  (   ) Maximum.  The maximum  amount of earnings which may be
                        considered   wages  under  Section   3121(a)(1)  of  the
                        Internal  Revenue  Code  for the  calendar  year  ending
                        within or coincident with such Plan Year.

                  (   ) Lesser Amount.  A lesser amount determined as follows
                        --------------
                        (specify):
                        -------------------------------------------------------

                        -------------------------------------------------------
<PAGE>
         2.       "Excess  Percentage"  shall mean 5.7% (or such  lesser  amount
                  specified by the  Employer  prior to the end of the Plan Year)
                  if the maximum  Taxable  Wage Base is  specified  above.  If a
                  lesser amount is elected above for the Taxable Wage Base, then
                  the "Excess  Percentage" shall mean the amount indicated below
                  based on what  percentage of the maximum  Taxable Wage Base is
                  actually used pursuant to the above election, as follows:

                  a.       If the Taxable Wage Base  elected  above is less than
                           the greater of $10,000 or 20% of the maximum  Taxable
                           Wage  Base  for  such  Plan  Year,  then  the  Excess
                           Percentage  for such Plan Year shall be 5.7% (or such
                           lesser amount  specified by the Employer prior to the
                           end of the Plan Year).

                  b.       If the Taxable  Wage Base  elected  above is at least
                           the greater of $10,000 or 20% of the maximum  Taxable
                           Wage  Base for such Plan  Year,  but is not more than
                           80% of the  maximum  Taxable  Wage Base for such Plan
                           Year,  then the Excess  Percentage for such Plan Year
                           shall be 4.3% (or such lesser amount specified by the
                           Employer prior to the end of the Plan Year).

                  c.       If the Taxable Wage Base  elected  above is more than
                           80% of the  maximum  Taxable  Wage Base for such Plan
                           Year but is less than the maximum  Taxable  Wage Base
                           for such Plan Year,  then the Excess  Percentage  for
                           such Plan Year shall be 5.4% (or such  lesser  amount
                           specified  by the  Employer  prior  to the end of the
                           Plan Year).

         3.       "Integrated  Contribution  Amount" shall mean, for purposes of
                  the preceding Item 11(B)(4),  with respect to any  Participant
                  for  a  Plan  Year,   the  sum  of  (a)  the  product  of  his
                  Compensation  up to the  Taxable  Wage Base for such Plan Year
                  multiplied by the Excess  Percentage for such Plan Year,  plus
                  (b) the product of his  Compensation  in excess of the Taxable
                  Wage  Base for such  Plan  Year  multiplied  by two  times the
                  Excess Percentage for such Plan Year.

     D.  Top-Heavy Minimum Contributions.  If the Employer is required to make a
         minimum  top-heavy  contribution  as provided  in Section  12.03 of the
         Prototype  Plan  and the  Employer  maintains  more  than  one  defined
         contribution  plan  (including a Paired Plan),  then the  contributions
         from all such plans shall be  aggregated  for purposes of Section 12.03
         and any  required  minimum  contribution  shall be made first under the
         Employees' Pension plan. (Indicate which plan; if no plan is indicated,
         any required minimum  contribution  will be made in this Prototype Plan
         or split equally between Paired Plans.)
<PAGE>

         If the  Employer's  Plan  is  Top-Heavy  and it  maintains  one or more
         defined benefit plans, the top-heavy minimum  contribution  requirement
         shall be met by  providing  a 5%  minimum  contribution  in this  Plan,
         unless otherwise specified as follows: Defined Benefit Plan.

     E.  Discontinuance or Suspension of Contributions.  The Employer shall have
         the right in its sole and final discretion to discontinue completely or
         suspend   temporarily   for  a  definite  or   indefinite   period  its
         contributions under the Prototype Plan at any time or from time to time
         (subject to any required top-heavy contributions),  but such suspension
         should be indicated by executing a new Joinder  Agreement  prior to the
         end of the  affected  Plan Year if a stated  rate of  contributions  is
         specified   above.    Upon   complete    discontinuance   of   Employer
         contributions,  the rights of Participants  shall be 100% vested to the
         extent provided in Section 8.03(b) of the Prototype Plan.

12. FORFEITURES (Sections 4.04, 4.10, 5.04 and 6.08 of the Prototype Plan)
    -----------

     Complete A and B unless 100% immediate vesting for all Accounts.
     A.  Any amounts attributable to Employer  contributions that are not vested
         in  accordance  with the  schedule  specified in Item 6 of this Joinder
         Agreement at the date that a Participant terminates employment with the
         Employer  shall be transferred to a Forfeiture  Suspense  Account.  Any
         such amounts shall be forfeited:

         ( x )  When the Participant  receives (or is deemed to receive) his
                entire vested  interest in the Plan or the date when he incurs 5
                consecutive 1-year Breaks in Service, whichever occurs earlier.

         (   )  When the Participant  incurs 5 consecutive  1-year Breaks in
                Service.  (Section  5.04(b) of the Prototype Plan shall be
                disregarded.)

     B.  Any  forfeitures  arising during a Plan Year, as specified above (or in
         accordance with Section 4.10 of the Prototype Plan regarding  unclaimed
         benefits) shall be used as follows:

         (   )  Forfeitures  shall be reallocated to the Regular  Accounts of
                all active  Participants  employed on the last day of the
                Plan Year and of all  Participants  who are entitled to a
                Terminal  Allocation  of  forfeitures  in proportion to their
                Compensation  for  the  Plan  Year.  See  Item  9(C)  of the
                Joinder  Agreement  for  whether  pre-Participation  Date
                Compensation is counted.

         ( x )  Forfeitures  for any Plan Year shall be used as soon as possible
                to reduce future Employer contributions.

         (   )  Allocated in the same manner as if it were a regular
                contribution in the Plan. (This choice will only be available if
                the Employer chose the integrated allocation formula in Item
                11(B)(4) above.)

<PAGE>

13. TERMINAL ALLOCATIONS (Sections 1.01(dd) and 4.03 of the Prototype Plan)
    --------------------

      Each Participant who made any Salary Savings Contributions for a Plan Year
      shall receive an allocation  thereof.  Terminal  Allocations  of any other
      Employer contributions (and forfeitures, if applicable)

           |_|    shall not be made.
                  ------------------

           |X|    shall be made as follows  (indicate A and/or B, or C, from the
                  list of  alternatives  below  beside  each  type  of  Employer
                  contributions.  "N/A" may be inserted if a particular  type of
                  contribution is not available under the Plan):

                  Matching Contributions for Salary Savings Contributions:  A
                  -------------------------------------------------------- ---
                  Matching Contributions for Nondeductible
                  ----------------------------------------                 ---
                  Employee Contributions:
                  -----------------------                                  ---
                  Fail-Safe Contributions:                                  A
                  ------------------------                                 ---
                  Regular Contributions:
                  ----------------------                                   ---

                  Qualified Nonelective Contributions:

           Alternatives  for  Terminal  Allocations  of  a  particular  type  of
           Employer contribution as specified above:

                  A. Any Participant whose  employment is terminated for reasons
                     of retirement, death,  or Disability  before the end of the
                        ----------  -----      ----------
                     Plan Year.

                  B. Any  Participant  whose  employment is  terminated  for any
                     reason before the end of the Plan Year if he was credited
                     with at least 1,000 Hours of Employment for such Plan Year.
                     ---------------------------------------

                  C. Any  Participant  (including  a  former  Employee)  who
                     received any Compensation  during the Plan Year and who
                     was credited with more than 500 Hours of Employment for
                     such Plan Year.

           NOTE: A Participant  who terminates  employment  with a 0% vested
           interest in his Regular Account will not be eligible to receive a
           Terminal Allocation.
<PAGE>

14. VALUATION DATES AND ALLOCATION OF GAIN OR LOSS
    ----------------------------------------------
    (Sections 1.01(ff) and 4.02 of the Prototype Plan)

    Complete A.

    A. Valuation  Date.  Valuation Date shall mean the last day of each Plan
       ----------------
       Year and any additional  dates specified by the Employer as follows:
       3/31, 6/30 and 9/30.  (insert additional Valuation Date(s) or "none").

    B. Method for  Allocating  Gain or Loss.  Allocation of gain or loss to all
       -------------------------------------
       Participant  Accounts  shall be based on the account balance as of the
       immediately preceding Valuation Date with such appropriate adjustments as
       directed by the Employer.

15. ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS
    -------------------------------------------
     (Section 3.03 and 3.04 of the Prototype Plan)

     Rollover Contributions.  (Select A, B, or C.)
     -----------------------

     A.  (   )   Only Employees participating in the Plan shall be permitted to
                 make rollover contributions

     B.  ( x )   Any Employee may make rollover contributions,  even if he has
                 not yet met the eligibility requirements,  as specified
                 in Item 4 of this Joinder Agreement.

     C.  (   )   Rollover contributions are not permitted.
                                            ---

      NOTE:  Rollover contributions must be made within 60 days after the
      Employee receives a distribution qualifying for rollover.

      Direct Transfers.  (Select D, E, or F.)
      -----------------

      D.  (   )   Only Employees participating in the Plan are permitted to make
                  direct transfer.

      E.  ( x )   Any Employee may make a direct  transfer,  even if he has not
                  yet met the eligibility  requirements,  as specified in
                  Item 4 of this Joinder Agreement.

      F.  (   )   Direct transfers are not permitted.
                                       ---

16. HOURS OF EMPLOYMENT  (Section 1.01(o) of the Prototype Plan)
    -------------------

    Hours of Employment shall be determined under the Plan on the basis of the
    method selected below. (Select one method.)
<PAGE>

         ( x ) On the basis of actual  hours  for which an  employee  is paid or
               entitled to payment.

         (   )    On the basis of days worked:
                                  ----
                        An  employee   shall  be  credited   with  10  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the day.

         (   )    On the basis of weeks worked:
                                  -----
                        An  employee   shall  be  credited   with  45  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the week.

         (   )    On the basis of semi-monthly payroll periods:
                                  -----------------------------
                        An  employee   shall  be  credited   with  95  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour  of  Employment  during  the  semi-monthly  payroll
                        period.

         (   )    On the basis of months worked:
                                  ------
                        An  employee   shall  be  credited  with  190  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the month.

17. ELIGIBILITY SERVICE (Sections 1.01(bb) and 2.02(c) of the Prototype Plan)
    -------------------

      A year of  Eligibility  Service is credited to a Participant at the end of
      each computation period in which the Participant is credited with at least
      1,000 Hours of  Employment.  The first  computation  period used to credit
      Eligibility  Service shall be the 12 consecutive month period beginning on
      his date of employment.

      Complete A and B.  Complete C, if applicable.

      A. The second and all succeeding computation periods used to credit
         Eligibility Service shall be:

          ( x ) the Plan Year.

          (   )  the 12 consecutive month period beginning with each anniversary
                 date of employment.

      B.  (   )  The Rule of Parity shall not apply to  Eligibility  Service.
                                    ---------
                 This means that if a former  employee is  reemployed by

                 the Employer after incurring a Break in Service,  he shall,
                 in all cases,  receive credit upon his  reemployment  for
                 ------------
                 his Eligibility Service earned prior to such Break in Service.
<PAGE>

          (   )  A Pre-1985  Rule of Parity shall apply to Eligibility  Service.
                                            -----
                 This means  pre-1985  Eligibility  Service will be

                 disregarded under the prior rules and a Rule of Parity will not
                                                                             ---
                 apply  thereafter.  (Optional  only for a Plan whose
                 original effective date is before January 1, 1985)

          ( x )  A Pre- and Post-1985  Rule of Parity shall apply to Eligibility
                                                      -----
                 Service.  This allows a plan to disregard  pre-1985

                 Eligibility  Service  under prior  rules (if the Plan was in
                 effect)  and to  disregard  any  subsequent  Eligibility
                 Service under the new 5 consecutive break-in-service rule.
                 (Optional for any Plan)

       C.  Service  with Union  County  National  Bank of Liberty,  First United
           Bank,  Randolph County Bank,  Pendleton  Banking  Company,  and First
           Merchants  Bank shall be  considered  Service  with the  Employer for
           purposes of determining Eligibility Service.
           (Optional for any Plan)

18. VESTING SERVICE  (Section 1.01(bb) of the Prototype Plan)
    ---------------

      A year of Vesting  Service is credited to a Participant for each Plan Year
      of  employment  in which the  Participant  is credited with at least 1,000
      Hours of Employment, subject to the following rules:

      Select one choice under A. Complete other applicable items.

      A.  (   )   The Rule of Parity shall not apply to Vesting Service.  This
                                     ---------
                  means that If a  former   employee  is  reemployed  by  the
                  Employer  after incurring a Break in Service, he shall, in all
                  cases,  receive credit upon his  reemployment  for his Vesting
                  Service earned prior to such Break in Service.

          (   )   A Pre-1985 Rule of Parity shall apply to Vesting Service.
                                            -----
                  This means pre-1985  Vesting Service will be disregarded
                  under the prior rules  and  a  Rule  of  Parity  will  not
                  apply  thereafter.  (Optional  only for a Plan whose  original
                  effective  date is before January 1, 1985)

          ( x )   A Pre- and  Post-1985  Rule of Parity  shall  apply to Vesting
                                                         -----
                  Service.  This  allows a plan to  disregard  pre-1985
                  Vesting  Service under prior rules (if the Plan was in effect)
                  and to disregard any subsequent  Vesting Service under the new
                  5 consecutive break-in-service rule.  (Optional for any Plan)


       B.         If the Plan was  established  prior to the  effective  date of
                  ERISA, then  Participant's  employment with the Employer which
                  occurred  prior to incurring a pre-ERISA  break in service |_|
                  shall  |_|  shall  not  be  considered   for  the  purpose  of
                  determining his Vesting Service. (Required for a pre-1975 Plan
                  with an original Effective Date prior to 1976)
<PAGE>

       C.         Service  with Union  County  National  Bank of Liberty,  First
                  United Bank, Randolph County Bank, Pendleton Banking Company &
                  First  Merchants Bank (insert name of predecessor  employer if
                  desired)  shall be  considered  Service  with the Employer for
                  purposes of  determining  Vesting  Service.  (Optional for any
                  Plan)

       D.         Service  prior to (insert  any date that is not later than the
                  Plan's original Effective Date, provided that this restriction
                  has always been in the Plan) shall not be counted as Vesting
                  Service  under the Plan.  (Optional for any Plan)

       E.         A Participant's employment for any period of time during which
                  the  Employer  did  not  maintain  this  Prototype  Plan  or a
                  predecessor plan |X| shall |_| shall not be considered for the
                  purpose of  determining  his  Vesting  Service.  Exclusion  of
                  service  under this  paragraph  may require  demonstration  of
                  nondiscrimination by a turn over test.

       F.         Vesting Service earned before the Participant  attained age 18
                  (not more than age 18) shall be disregarded in determining his
                  vested  percentage.  Any Vesting Service  disregarded prior to
                  age 22 during  Plan Years  beginning  on or before  January 1,
                  1985,  may  continue to be  disregarded.  Exclusion of service
                  under   this   paragraph   may   require    demonstration   of
                  nondiscrimination by a turn over test.

19. LIFE INSURANCE  (Section 4.06 of the Prototype Plan)
    --------------

      Select A or B.

      A.  (   ) The Employer elects to make the purchase of individual contracts
                of life insurance available to Participants,  subject to the
                overall limits set forth in Section 4.06 of the Prototype Plan.

      B.  ( x ) The Employer elects not to make the purchase of individual
                contracts of life insurance available to Participants.


      In the case of an Owner Employee or Partner Employee,  contributions which
      are allocable to life,  accident,  health or other insurance  premiums may
      not be deductible.

      If  insurance  is  purchased  under the  Plan,  then the  Employer  should
      instruct the Trustee  regarding how  insurance  premiums are to be charged
      against the  Participant's  account balance and how the allocation of gain
      or loss to such account  should be  adjusted.  If a  Participant  has life
      insurance in the Plan, the Participant may take the life insurance as part
      of his distribution  (with spousal consent required if Section 6.02 of the
      Prototype Plan applies).
<PAGE>

20. LOANS  (Section 4.08 of the Prototype Plan)
    -----

      Select A or B.

      A.  (   )   Employees  participating  in the Plan shall be  permitted to
                  apply for loans in  accordance  with Section 4.08 of the
                  Prototype Plan.  The maximum number of loans that any
                  Participant may have outstanding at any time shall be ----- .
                  The minimum amount of a loan shall be $            (insert
                                                         -----------
                  any  desired  minimum  equal to or less than  $1,000).
                  Loans shall be treated as

                  |_|      a segregated portion of the Participant's Account(s).

                  |_|      a general asset of the Trust Fund.

      B.  ( x )   Employees participating in the Plan shall not be permitted to
                                                      ---------
                  apply for loans.

      NOTE:  Loans cannot be permitted by the Employer to a  Participant  in the
      Plan  who  is an  Owner  Employee  or if the  Employer  is an  electing  S
      corporation  to a  Participant  who owns  more  than 5% of the  Employer's
      outstanding stock.

21. HARDSHIP WITHDRAWALS  (Section 14.07 of the Prototype Plan)
    --------------------

      Hardship  withdrawals  |_| shall not |X| shall be permitted in  accordance
      with Section 14.07 of the Prototype Plan and the following  election(s) in
      this Joinder  Agreement.  Also note that if loans are permitted in Item 20
      of this Joinder  Agreement,  the maximum number of loans permitted must be
      exhausted before a hardship withdrawal can be permitted.

      If hardship  withdrawals are permitted,  then they shall only be available
      from the following  Account(s) (may choose both), and the amount available
      from those  Accounts  may be further  limited or not  available  at all as
      provided in Section 14.07 of the Prototype Plan:

                  ( x )    Salary Savings Account

                  (   )    vested portion of Regular Account

22. INVESTMENT OPTIONS  (Section 7.03 of the Prototype Plan)
    ------------------

      Select A or B.

      A.  (   )   Employees participating in the Plan shall not be permitted to
                                                      ---------
                  direct investment of their Account(s).
<PAGE>

      B.  ( x )   Employees  participating  in the Plan shall be permitted to
                                                        -----
                  direct  investment of their Account(s) as follows (select
                  one or both):

                      (   )  All  Participants who are within 5 years of  Normal
                             Retirement  Age as  specified  in Item 5(A) of this
                             Joinder  Agreement  (whether or not they are still
                             employed by the Employer)  shall be permitted to
                             direct investment of all their Accounts in any
                                                  ---
                             special  investment fund made available to them in
                             accordance with rules adopted by the Employer.

                      ( x )  All  Participants  shall be permitted to direct
                             investment  of the following  Account(s)  among the
                             investment   funds  made   available   to  them  in
                             accordance  with rules  adopted by the  Employer of
                             the  following  Account(s)  (select  one or more if
                             this item is applicable):

                                     ( x )  Salary Savings Account

                                     (   )  Nondeductible Employee Contribution
                                            Account

                                     ( x )  Regular Account

                                     ( x )  Rollover Account

                                     ( x )  Direct Transfer Account

                                     ( x )  Fail-Safe Account

23. DISABILITY  (Section 1.01(f) of the Prototype Plan)
    ----------

      Complete A and B.

    A. Definition of Disability (select one, if desired)
       ------------------------

             1.  (   )  "Disability"  means a disability as determined for
                        purposes of the Federal Social  Security Act which
                        qualifies the Participant for permanent disability
                        insurance payments in accordance with such Act.

             2.  ( x )  "Disability" means a disability  determined on the
                        basis of medical  evidence  satisfactory to the Employer
                        which  prevents  the  Participant  from  performing  the
                        ordinary   functions  of  this  regular   employment  or
                        occupation with the Employer.

             3.  (   )  "Disability" has no meaning under the Prototype Plan.

    B. Continued Payments to Non-Highly Compensated Participants Who Are
       Disabled Under Social Security Definition
       -----------------------------------------
<PAGE>

          If a Social  Security  definition of Disability is used under the Plan
          by electing  A(1)  above,  then the  Employer  |_| shall |_| shall not
          continue to make  contributions on behalf of a non-highly  compensated
          disabled  Participant for each Plan Year that the Participant is still
          disabled  and  under  the  age of  years.  (If  this  sentence  is not
          completed, then no such contributions shall be made.)

24. LIMITATIONS ON ALLOCATIONS  (Section 11.02, 11.03, 11.04 and 12.05 of the
    --------------------------
      Prototype Plan)

      (If the Employer  maintains or ever maintained  another  qualified plan in
      which  any  Participant  in this  Plan is or was a  participant  or  could
      possibly become a participant,  the Employer must complete the appropriate
      parts of this Item 24. The Employer  must also complete this Item 24 if it
      maintains  a welfare  benefit  fund,  as defined in Section  419(e) of the
      Internal  Revenue Code, or an individual  medical  account,  as defined in
      Section  415(1)(2) of the Internal  Revenue Code,  under which amounts are
      treated as Annual Additions with respect to any Participant in this Plan.)

      A. If the Participant is covered by another qualified defined contribution
         plan maintained by the Employer,  other than a Master or Prototype Plan
         (Section 11.03 of the Prototype Plan):

         (   ) The provisions of Section 11.02(d), (e) and (f) of the Prototype
               Plan regarding  the  treatment of amounts in excess of the Annual
               Addition  limits  shall  apply as if the  other  plan were a
               Master or Prototype  Plan.  (The  preceding  sentence  shall
               apply if no method is indicated in the following sentence.)

         (   ) Excess amounts shall be disposed of as follows:
               -----------------------------------------------------------------
               -----------------------------------------------------------------
               (Provide  the method  under which the plans will limit total
               Annual Additions to the Maximum  Permissible Amount and will
               properly  reduce any Excess  Amount,  without  any  Employer
               discretion.)

      B.      If the  Participant is or has ever been a participant in a defined
              benefit plan maintained by the Employer (or by certain predecessor
              employers),  the  Combined  Plan  Limitation  described in Section
              11.04 of the Prototype Plan shall be met as follows (Section 11.04
              of the Prototype Plan):  reduction in the  Participant's  benefits
              under the Defined Benefit Plan.

      C.      If the Employer  maintains both defined  contribution  and defined
              benefit  plans  and  the  Employer   wants  to  use  125%  in  the
              denominator   of  the  Defined   Benefit   Fraction   and  Defined
              Contribution  Fraction in calculating  the benefit  limitations of
              Section 11.04 of the Prototype  Plan when the plans are Top-Heavy,
              then the  minimum  allocation  referred  to in Item  11(D) of this
              Joinder  Agreement must comply with Section 12.05 of the Prototype
              Plan.
<PAGE>

25. PROVISIONS RELATING TO PRIOR PLAN  (Section 9.10 of the Prototype Plan)
    ---------------------------------

      Complete  this Item 25 only if the  Employer's  execution  of this Joinder
      Agreement  constitutes an amendment of some Prior Plan,  including a prior
      joinder agreement for this Prototype Plan.

             ( x )   The   computation  of  Vesting  Service  under  Section
                     1.01(bb) of the Prototype  Plan is at least as generous for
                     all  Participants  as the Prior Plan,  and Section  9.10(b)
                     shall not be applicable to the  Employer's  Plan created by
                     adopting this Prototype Plan.

             (   )   Because of a difference  in  computation  periods or some
                     other  difference in  determining  Service under such Prior
                     Plan, Section 9.10(b) shall be applicable to the Employer's
                     Plan created by adopting this Prototype Plan.

      If the Limitation Year is changed, special rules may apply as set forth in
      Sections  9.10(b) and 11.05(i) of the Prototype Plan.  Also, see Item 7 of
      the Joinder  Agreement  results in the  elimination of an optional form of
      payment.

26. AGENT FOR SERVICE OF LEGAL PROCESS

    The agent for service of legal process with respect to the Employer's Plan
    shall be:

      Name:                First Merchants Corporation

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1500

27. PLAN ADMINISTRATOR

    The Employer's plan administrator (who is authorized to issue instructions
    to the Trustee) shall be:

      Name:                First Merchants Corporation

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1500
<PAGE>

28. TRUSTEE

      The Trustee shall be:

      Name:                First Merchants Bank, N.A.

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1339

29. DOMESTIC RELATIONS ORDERS  (Section 9.14 of the Prototype Plan)
    -------------------------

      Payment to an alternate payee pursuant to a Qualified  Domestic  Relations
Order may be made (select one):

           ( x )  only  after  the  Employer  determines  the  order  to be
                  qualified  and after the  Participant  has  attained  Earliest
                  Retirement Age (as defined in Section 9.14(e) of the Prototype
                  Plan).  This means that payment cannot be made to an alternate
                  payee  until  after  the  Participant  either  has  terminated
                  employment or has attained age 50.

           (   )  at any date after the order is determined  to be  qualified,
                  even though the  Participant  is still  employed by the
                  Employer and has not yet attained age 50. However,  the
                  alternate  payee's written consent to the payment is required
                  if the amount payable  exceeds  $3,500 and is to be paid while
                  the  Participant is still employed by the Employer and
                  under age 50.  Any such consent must be witnessed by a Plan
                  representative or a notary public.


DISCLAIMER AND WARNING

         This Joinder  Agreement  and the  Prototype  Plan are furnished for the
consideration of the Employer and its legal and financial advisors.  The Sponsor
advises the Employer to consult with its own attorney and financial  advisors on
the legal and tax  implications  of this Prototype  Plan and Joinder  Agreement.
Nothing herein should be construed as constituting legal or tax advise.


         Failure to fill out the Joinder  Agreement  properly  may result in the
disqualification  of the Plan. The Sponsor disclaims any  responsibility for any
adverse  consequences  that may arise due to the Employer's  failure to properly
complete the Joinder Agreement.

         The execution of this Joinder Agreement incorporates the provisions set
forth above in First Merchants Bank,  N.A.  Prototype Plan and Trust  Agreement,
and supersedes any Joinder  Agreement  previously in effect with respect to this
Employer.

<PAGE>

                         FIRST MERCHANTS CORPORATION OF
                                 MUNCIE, INDIANA



Dated: 12/31/98                  By /s/Stefan S. Anderson, Chairman
       --------                    --------------------------------
                                              "Employer"

ATTEST:

/s/Sheilah M. Doyle
-------------------


<PAGE>




       First Merchants Bank, N.A., Indiana, as Trustee, hereby accepts the Trust
 created herein.

                                            FIRST MERCHANTS BANK, N.A.

                                            By /s/L. I. Villegas, Vice President
                                               ---------------------------------
                                                          "Trustee"

ATTEST:

/s/ Mary Terhune
----------------

                           SPECIAL INSTRUCTIONS ABOUT

SUBMISSION TO INTERNAL REVENUE SERVICE

The adopting  Employer may not rely on an opinion  letter issued by the National
Office of the Internal  Revenue  Service as evidence  that the plan is qualified
under Section 401 of the Internal Revenue Code. In order to obtain reliance with
respect to plan  qualification,  the Employer must apply to the  appropriate key
district officer for a determination letter.


When  submitting  this Joinder  Agreement to the  appropriate  Internal  Revenue
Service Key District  Director for a  determination  letter,  the Employer  must
include  the  adoption  agreement  for all its  qualified  master and  prototype
defined  contribution  and defined benefit plans,  and a copy of the Section 415
provisions  in  any  individually-designed  qualified  defined  contribution  or
defined benefit plan.


ADDITIONAL INFORMATION ABOUT THE PROTOTYPE PLAN

     1.       This Joinder Agreement may only be used in conjunction with basic
              plan document #01.

     2.       This Joinder  Agreement and the  accompanying  Prototype  Plan may
              only be used by an  adopting  employer  with  the  consent  of the
              Sponsor.  Any  questions  about  the Plan may be  directed  to the
              Sponsor at the following address or telephone number:

                                    First Merchants Bank, N.A.
                                    200 East Jackson Street
                                    Muncie, IN  47305-2814
                                    Telephone: (765) 747-1339

<PAGE>

              The above information can be updated from time to time by revising
              the above and providing notice to any current adopting Employer.

     3.       The Sponsor will notify any  Employer  (that it has accepted as an
              adopting  Employer of the Prototype  Plan) of any amendments  that
              the  Sponsor  may  adopt  with  regard  to  the  Plan  or  of  its
              discontinuance or abandonment of the Prototype Plan.

     4.       Any  alteration  or addition of choices  available in this Joinder
              Agreement  may result in an  Employer's  Plan being treated by the
              Internal  Revenue  Service as an  individually  designed plan that
              should seek a determination letter on Form 5301.

     5.       The Sponsor is using this Joinder Agreement  and the  accompanying
              Prototype  Plan for its  adopting  employers  with the
              permission of McCready and Keene,  Inc.  (Actuaries  and Employee
              Benefit  Consultants),  P.O. Box 50460,  Indianapolis,
              Indiana  46250.  The format of this Joinder  Agreement and the
              accompanying  Prototype Plan may not be used by any other
              sponsoring  organization  without the written  permission  of
              McCready  and Keene,  Inc.  McCready and Keene,  Inc.,  has
              submitted this plan for IRS approval in  conjunction  with the IRS
              Mass Submitter  Program  pursuant to Rev. Proc.  89-9.
              McCready and Keene, Inc., shall have no further  responsibility
              with regard to this Joinder Agreement after it makes any
              changes required by the IRS in connection with such submission.


<PAGE>



                           FIRST MERCHANTS CORPORATION

                             RETIREMENT SAVINGS PLAN


                            SUMMARY PLAN DESCRIPTION




                                  INTRODUCTION

         First  Merchants  Corporation  (the  "employer")  maintains  the  First
Merchants  Corporation  Retirement  Savings Plan (the "plan") for the purpose of
providing  you  with  retirement  benefits.  (This  plan is in  addition  to the
employer's  defined  benefit  pension  plan.) The purpose of this document is to
acquaint you with the provisions of the plan and to advise you of your rights as
a participant under the plan.

         The actual  plan  document  is a detailed  legal  document,  written in
accordance  with federal law.  Should this summary of the plan differ in any way
from the provisions of the plan,  the terms of the plan  document,  and not this
summary, will govern.


         This  summary  of the plan is based on the plan as  restated  effective
January  1,  1998.  On August 8, 2000,  the Board of  Directors  voted to add an
additional  investment  option of  employer  common  stock to the plan's menu of
investment options This Summary Plan Description generally only applies to those
participants  employed on or after January 1, 2001.  However, if you quit before
January  1,  2001,  and still have a vested  account  balance in this plan,  the
payment of your  account  balance  will be governed by the terms of this Summary
Plan Description.

         All references to "employer" shall include any adopting  employer noted
on page 4, unless specifically indicated otherwise.


<PAGE>




                                TABLE OF CONTENTS




Introduction                                                   2

Table of Contents                                              3

Important Information                                          4

Participation                                                  6

Your Contributions                                             6

The Employer's Contributions                                   8

Your Accounts and Plan Accounting                              9

Vesting Rules                                                 11

Distributions                                                 12

Loans and Withdrawals                                         13

Miscellaneous                                                 14

Claims Procedure                                              15

ERISA Rights                                                  16



<PAGE>




                              IMPORTANT INFORMATION

Sponsoring Employer:       First Merchants Corporation
                           200 East Jackson Street
                           Muncie, Indiana  47305-2814
                           EIN:    35-1544218
                           Phone:  765.747.1500

Adopting Employers:        First Merchants Bank, N.A.
                           200 East Jackson Street
                           Muncie, Indiana 47305-2814 EIN: 35-0508403

                           First United Bank
                           790 Mill Street
                           Middletown,    Indiana    47356-9302
                           EIN:    35-0303750

                           Randolph County Bank
                           Post Office Box 67
                           Winchester, Indiana  47394-0067
                           EIN:  35-0600850

                           Union County  National  Bank of Liberty Post
                           Office Box 217 Liberty,  Indiana  47352-0217
                           EIN:  35-1721690

                           Madison Community Bank
                           Post Office Box 1368
                           Anderson, Indiana  46015-1368
                           EIN:  35-0574300

                           The First National Bank of Portland 112 West
                           Main  Street  Portland,  Indiana  47371
                           EIN:  35-0310290

                           Decatur Bank & Trust  Company 520 North 13th
                           Street Post Office Box 988 Decatur, IN 46733
                           EIN:  35-1128432

<PAGE>

Name of Plan:             First Merchants Corporation Retirement Savings Plan

Plan Number:              002

Type of Plan:             Profit sharing plan with 401(k) feature

Plan Year:                January 1 to December 31

Type of Administration:   The plan  administrator is the sponsoring  employer.
                          The plan  administrator  administers the plan
                          according to the terms of the plan and trust.

Name, Address and Telephone Number of Trustee:

                          First Merchants Bank, N.A.
                          200 East Jackson Street
                          Muncie, Indiana 47305-2814
                          Phone: 765.747.1500

Service of Legal Process: Legal process may be served upon the plan
                          administrator or the trustee.


<PAGE>

                                  PARTICIPATION

Can I participate in this plan?

      Yes, all employees of the employer  (including all adopting employers) are
      eligible to  participate  in the plan.  Leased  employees and  independent
      contractors are not eligible to participate in this plan.

When can I participate in this plan?

      You will become a participant  in the plan on the January 1, April 1, July
      1, or  October  1  coincident  with or next  following  the  date you have
      attained age 21 and have completed one year of eligibility service. A year
      of eligibility  service means a 12-month  period in which you are credited
      with 1,000 hours.  The 12-month  period is measured from your date of hire
      or any subsequent  calendar year. (Note: If you worked for a bank that was
      acquired by First Merchants Corporation, that prior service will generally
      be counted as eligibility service for purposes of this plan.)

      Example:  You are age 25 and are  hired  on  August  1,  2000.  If you are
      credited  with  1,000  hours by July  31,  2001,  then  you will  become a
      participant in the plan on October 1, 2001.

What happens if I quit working?

      Once you stop working for the employer,  you will remain a participant  in
      the plan until you receive your vested account  balance.  If you are later
      rehired,  you will  generally  participate  immediately  upon your  rehire
      unless you were not vested in any  portion of your  employer  contribution
      account when you quit. If you quit before you ever became a participant in
      this plan and are later  rehired,  you will  generally be treated as a new
      employee.  Because of these  complicated  rules,  you should ask the Human
      Resources Department for specific information on your participation in the
      plan in the event you are rehired.



YOUR CONTRIBUTIONS

Can I make contributions to the plan?

      Yes. If you wish, you may make  "before-tax"  contributions to the plan by
      electing (on a form provided by the employer) to reduce your  compensation
      by a designated  whole  percentage from 1% to 15%, or in any dollar amount
      (provided  it does not  exceed  15% of your  compensation).  This  amount,
      called a "401(k) deferral" or a "401(k) contribution," will be contributed
      to the plan by your  employer.  The  contributions  you  make  will not be
      subject to federal  income tax until they are actually paid to you.  These
      amounts will, however, be subject to Social Security
<PAGE>

      (FICA) taxes like all other  compensation from the employer.  For purposes
      of making 401(k)  contributions,  your  compensation  is based on all your
      earnings,  including  401(k)  deferrals  and  section 125  cafeteria  plan
      contributions.

Can I change the amount I contribute to the plan?

      Yes. You may change the percentage of your 401(k)  contributions by filing
      a new election form with the  employer.  You may change your deferral rate
      only as of the first  day of each  quarter,  but you can stop your  401(k)
      contributions  at any time.  Your  request  will be  processed  as soon as
      possible  thereafter,  but  you  should  allow  approximately  10  days to
      complete the change. Your 401(k) contributions will only be made by way of
      payroll deduction.  Forms to make these elections may be obtained from the
      Human  Resources  Department  and  contain the rules for the timing of the
      elections.

How much can I contribute to the plan?

      Federal  law  limits the  amount of 401(k)  deferrals  you can make in any
      calendar  year.  For the year 2001,  the maximum  deferral you can make is
      $10,500.  (The limit will be increased in future years in accordance  with
      cost-of-living  adjustments  published  by the IRS.) This limit,  however,
      applies to all  contributions  you make to all plans (including any 403(b)
      plan) in a calendar  year on a  before-tax  basis.  Therefore,  if you are
      employed by another employer and have pre-tax  contributions  made on your
      behalf to another  plan,  you must inform the Human  Resources  Department
      before  March 1 of the  following  year and direct them to have the excess
      (if  any)  returned  to you by  April 15 so as to  avoid  any  income  tax
      penalties.

      Section 415 of the  Internal  Revenue Code also limits the amount of total
      contributions  that can be added to your accounts for any year.  Beginning
      in  1998,   contributions   to  the  plan  (both   employer  and  employee
      contributions)  cannot exceed the lesser of 25% of your total compensation
      for the calendar year or $30,000. (This dollar amount will be increased as
      permitted   by  the  IRS   regulations   to  reflect  any   cost-of-living
      adjustments).  You will be  notified  if you exceed  these  limits in this
      plan.   If  you  exceed  the  limits,   then  a  portion  of  your  401(k)
      contributions  (plus  earnings)  will be  refunded  to you to correct  any
      excess.

      Also, certain IRS discrimination  testing may mean that highly compensated
      employees are limited in their 401(k)  contributions or may have a certain
      portion of their 401(k) contributions refunded to them. Highly compensated
      employees  are  generally  those  employees  who made  more  than  $85,000
      (increased periodically to reflect any cost-of-living  adjustments) in the
      prior  calendar year or any employee who owns more than 5% of the stock of
      the  employer.  If you  are  adversely  affected  by  this  discrimination
      testing, the employer will notify you.


<PAGE>




Can I make a rollover contribution to the plan?

      Yes. You can make a rollover  contribution,  provided it is made within 60
      days  after you  receive  the  distribution.  You can even make a rollover
      contribution  to the plan prior to  becoming an actual  participant.  Only
      distributions from another qualified plan in which you participated can be
      rolled over to this plan (but not money from a tax-deferred annuity/403(b)
      plan).  Any rollover  contribution you make will be credited to a separate
      rollover account for you until you qualify for payment from this plan. You
      are always 100% vested in your rollover account.

      For more information on rollovers (or a direct  transfer),  please talk to
the Human Resources Department.

                          THE EMPLOYER'S CONTRIBUTIONS

What kinds of contributions will the employer make to this plan?

      The  employer  will  make a  matching  contribution  each  year.  No other
contributions are permitted under this plan.

What is the matching contribution?

      The  matching  contribution  is based on your  401(k)  contributions  each
      calendar year. The rate of matching  contributions  is currently  fixed at
      25%, and the amount of your 401(k)  contributions  that are eligible for a
      match is limited to 5% of your  compensation.  This means that the maximum
      matching  contribution  that  you  receive  is  limited  to  1.25% of your
      compensation  (5% x 25%),  provided  you are  deferring  at the rate of at
      least 5%.

      In order to receive a matching  contribution on your 401(k) contributions,
      you must make 401(k)  deferrals during the calendar year. Even if you quit
      or  retire   during  the  year,   you  will  be  entitled  to  a  matching
      contribution.

      The matching contribution will be allocated based on your compensation for
      the period of time in which you were an eligible  participant in the plan.
      This means that compensation prior to your participation date is excluded.
      Your  compensation is based on your taxable earnings  reported in Box 1 of
      Form W-2 for the calendar year, plus any 401(k)  contributions and section
      125 cafeteria plan contributions, but excludes commissions and bonuses. In
      addition,  compensation in excess of $170,000 cannot be considered for the
      2001 calendar year. (This  compensation  cap is increased  periodically by
      the IRS based on cost-of-living increases.)
<PAGE>

      Example:  You contribute $1,000 in 401(k)  contributions for the year, and
      your compensation for the year 2000 (exclusive of bonuses and commissions)
      is $20,000. Your account would be credited with a matching contribution of
      $250 (25% x $1,000).  Any 401(k)  contributions in excess of $1,000 (5% of
      $20,000) would not be eligible for a match under the plan.

                        YOUR ACCOUNTS AND PLAN ACCOUNTING

Where do my contributions go?

      After your 401(k) deferrals are deducted from your paycheck,  the employer
      sends them immediately to First Merchants Bank,  N.A., for investment.  By
      law, the matching  contributions do not have to be deposited until the due
      date  of  the  employer's   tax  return  for  that  year   (including  any
      extensions). However, it is the employer's current practice to deposit the
      matching contribution on a quarterly basis.

Can I direct where my accounts are invested?

      Yes. You may direct the investment of your accounts,  in increments of 5%,
      on a quarterly basis. You will be given  information  about the investment
      funds that are available in the trust fund at the time you enroll and once
      a year thereafter (or more frequently upon your request).  Currently,  the
      following funds are made available to you:

                                    FMB Income Fund (bonds)
                                    FMB Growth Fund (stocks)
                                    FMB Managed Fund
                                    FMB Fixed Value Fund
                                    Small Company Equity Fund
                                    International Equity Fund

      As of January 1, 2001, an employer stock fund is also being made available
      to you as an  investment  option.  This  fund  consists  solely  of  First
      Merchants  Corporation  common  stock.  You can  invest  up to 25% of your
      current  account  balance  in this stock  fund,  and you can also elect to
      invest  up to 25% of  future  contributions  (401(k)  deferrals,  matching
      contributions,  and any rollover money) in employer stock. (Note: There is
      no percentage limitation or restriction as to your investment in the other
      funds made available under this plan.)

                  The  employer  intends  that the plan (except for the employer
         stock  fund)  comply with  Section  404(c) of the  Employee  Retirement
         Income  Security  Act of 1974,  as  amended  (ERISA),  which  makes you
         responsible  for your own directed  investments.  Compliance with these
         rules  and  regulations  shifts  investment  responsibility  (including
         liability for any losses) from the employer and trustee to you. Contact
         the Human  Resources  Department if you have  questions  about directed
         investments under the plan or if you need additional  information about
         the plan's investment funds.
<PAGE>

         Do I have to invest any portion of my accounts in employer stock?

         No! Whether you invest any portion of your account  balance in employer
         stock is  totally  your  decision.  If you are  still  employed  by the
         employer,  your  decision  will  in no way  have  any  bearing  on your
         employment relationship.  Further, the employer is committed to keeping
         all your investment decisions confidential.

         To that  end,  investment  election  forms  will be  maintained  in the
         trustee's  trust  department  with  access  limited  to only  the  Vice
         President & Employee Benefits Officer, and the Record-keeping  Manager.
         Further,  when such  investment  elections  are entered into the plan's
         computerized  data bank,  there is a security  code  feature  that only
         these individuals have access to. Management and the Board of Directors
         will not be allowed to access  (nor  request  reports  of)  information
         regarding any  participant's  individual  elections in employer  stock.
         However,  the total  investment in employer common stock under the plan
         will be reported on the  employer's  Form 5500 filing that is sent each
         year to the Department of Labor.  Periodically,  the Board of Directors
         and executive  management  will be provided with  information as to the
         aggregate investment of accounts in employer stock.

Do I have any shareholder rights with respect to such stock?

         Yes. Once employer stock is allocated to your account,  then you become
         an  indirect  First  Merchants  shareholder.  Any  dividends  paid with
         respect to such stock will be credited to your employer  stock account.
         Also, any voting rights (such as the election of the Board of Directors
         tender  offers,  etc.) will be passed  through to you. You will receive
         the same information and have the same rights as if you owned the stock
         directly.

How often will I receive a statement of my accounts?

         After the end of each quarter, you will receive a statement showing the
         beginning balance of your accounts,  your  contributions,  the employer
         contributions, rollover contributions (if any), investment earnings for
         the period, and your ending balance.  However, we specifically  reserve
         the right to make  corrections  on your  statement.  If you  notice any
         errors on your statement, please contact the Human Resources Department
         immediately.


<PAGE>




How are my accounts credited with trust gain or loss?

      The investment  gain or loss for the plan year for each fund is determined
      and  allocated on a quarterly  basis.  The employer  stock account will be
      valued based on the stock's  closing price on NASDAQ as of the last day of
      the quarter (March 31, June 30, September 30, or December 31).

                                                                VESTING RULES

When am I "vested" in my accounts?

      Your are always 100% vested in your 401(k)  contribution  account and your
      rollover account.  "Vested" means you have a legal right to the money that
      can never be taken  away.  (But  remember,  the plan has other  rules that
      control when the money can actually be paid to you from the plan.)

      Your matching  contribution  account under the plan becomes  vested if you
      die, become disabled,  or reach normal retirement age while still employed
      by  the  employer.   "Normal   retirement  age"  is  your  65th  birthday.
      "Disability" means a mental or physical  disability  resulting from bodily
      injury, disease, or mental disorder which prevents you from continuing any
      gainful  occupation with the employer.  Disability is determined solely by
      the employer based on medical evidence.

      You can also become vested in your matching  contribution account based on
      the number of years of vesting service you complete, as follows:

                Years of Vesting Service                    Vested Percentage

                    Less than 1 year                                    0%
                     1 year                                            20%
                     2 years                                           40%
                     3 years                                           60%
                     4 years                                           80%
                     5 years or more                                  100%

      The  portion  that is  forfeited  (if any) when you quit  will be  applied
      towards the employer's matching contribution for other participants.


<PAGE>



How is my vesting service determined?

      You earn one year of vesting  service for each  calendar year in which you
      work at  least  1,000  hours  for any  adopting  employer.  In all  cases,
      however,  service  prior to age 18 is not counted.  (Note:  In most cases,
      prior  service with an acquired  bank will count as vesting  service under
      this plan.)

How are my hours determined?

      For  purposes of the plan,  you earn an hour for each hour you are paid by
      the employer.  You also earn an hour for each hour of paid absences  (such
      as vacation,  holidays,  illness,  or other  absences that are paid by the
      employer but you do not actually work). However, you cannot earn more than
      501 hours for any period during which you do not actually work.

Can I lose my vesting service?

      Yes,  in certain  circumstances.  However,  if you are at least  partially
      vested in your matching  contribution  account when you quit, then you can
      never lose your prior vesting  service if you are rehired.  Please ask the
      Human  Resources  Department for  information if this affects you when you
      are rehired.

Can I have my forfeitures restored?

      Yes. If you are rehired before incurring 5 one-year breaks in service, you
      can have any forfeited amounts restored to your account provided you repay
      to the plan the total amount of your prior payment from the plan. (A break
      in service is any calendar  year in which you are credited  with 500 hours
      of service or less.) This  repayment  will be  credited  to your  accounts
      under  the  plan.  If you are  rehired,  please  ask the  Human  Resources
      Department for more information if you think this applies to you.

                                  DISTRIBUTIONS

When can I be paid?

      Payment  can  generally  only be  made  after  you  stop  working  for the
      employer. Upon your retirement,  death, disability or other termination of
      employment,  payment  of  your  vested  accounts  under  the  plan  can be
      processed  after the next  quarterly  valuation  date  (March 31, June 30,
      September 30, and December 31).

      Example:  If you quit on October 15, 2000, you can  immediately  request a
      payment  from the plan.  However,  your  request for  payment  will not be
      processed  until the December 31, 2000  valuation is completed in February
      of 2001.  You will not share in any earnings (or loss) after  December 31,
      2000 if you are paid in the first quarter of 2001.
<PAGE>

      You may elect to defer your payment,  but generally not beyond the April 1
      of the calendar year  following the later of 1) the calendar year in which
      you attain age 70-1/2 or 2) the calendar year in which you quit or retire.
      A form for  making an  election  on the timing and form of payment of your
      plan benefits is available from the Human Resources Department.

How will I be paid?

      If your vested account balance does not exceed $5,000,  your benefits will
      be paid in a single payment via check. If you make a timely election,  you
      can also elect a direct rollover to an IRA (individual retirement account)
      or to another qualified employer retirement plan.

      If your account balance exceeds  $5,000,  you have three payment  options:
      cash payment (via check), direct rollover to an IRA (individual retirement
      account) or to another qualified employer  retirement plan, or installment
      payments.

What happens to my money if I die before I am paid?

      If you die, your vested  account  balance will be paid to your  designated
      beneficiary   or   beneficiaries.   If  you  have  not  properly  named  a
      beneficiary,  or you fail to name  someone,  then  the plan  will pay your
      account  balance to your  surviving  spouse.  If you do not have a spouse,
      then it will be paid to your  descendants,  per  stirpes.  If you  have no
      descendants, then your account balance will be paid to your estate.

Whom may I name as my beneficiary?

      If you are  single,  you may name anyone as your  beneficiary.  If you are
      married,  your spouse is automatically your beneficiary.  However, you may
      name a nonspouse  beneficiary  provided  your spouse  consents in writing.
      Your  spouse's  consent  must be  witnessed  by a  notary  public  or plan
      representative.  If you divorce,  your  designation  of a former spouse as
      beneficiary  will  generally  remain  in  effect  until  you  revoke it or
      remarry.

                              LOANS AND WITHDRAWALS

Can I request a loan from the plan?

       No.

If I am still working, can I withdraw my money from the plan?

       No. You  generally  must stop  working for the  employer in order to
       receive  payment  from the plan.  However,  the plan does provide for
       withdrawals if you have a "hardship."

When can I have a hardship withdrawal?
<PAGE>

       If you need funds for the  purchase  of a  principal  residence,  college
       education  expenses,  medical  expenses,  or to avoid  eviction from your
       home,  you may  qualify  for a  hardship  withdrawal.  You  will  need to
       demonstrate,  however,  that  you  have  satisfied  the  criteria  for  a
       "hardship"  and that funds are not  readily  available  to you from other
       sources.  Only  your  401(k)  contributions  (without  earnings)  can  be
       withdrawn.  The law also requires  that your 401(k)  deferrals be stopped
       for 12 months after the withdrawal.

Is a withdrawal subject to income tax?

       Yes. A withdrawal  is subject to regular  federal and state income taxes,
       as well as an early  distribution  10%  excise  tax if you are  under age
       59-1/2.  Tax  information  will  be  given  to  you at  the  time  of any
       withdrawal.  You are also encouraged to talk to your personal tax advisor
       for specific information.

                                  MISCELLANEOUS

Can my account balance be affected by a divorce decree?

        Yes, if the employer  determines  the domestic  relations  order to be a
        "qualified"  order. If the employer receives a domestic  relations order
        requiring  payment of all, or any portion,  of your account balance to a
        former spouse or child,  the employer  will decide  whether the order is
        "qualified"  under  complicated  IRS rules.  Any amounts paid under this
        type of order  will be  subtracted  from your  account  balance.  (Note:
        Payment under a qualified domestic relations order can generally only be
        made  after  you quit or reach  age 50.) You  should  contact  the Human
        Resources Department  immediately if you have concerns about a potential
        order.

What happens if I have a period of military service?

        If you are rehired by the  employer  within 90 days of being  discharged
        from the military, IRS rules permit you to make up your 401(k) deferrals
        that you could  not make  while  you were in the  military.  If you make
        401(k)   deferrals   for  the  period  you  were  gone,   then  matching
        contributions from the employer will also be made up for you. If you are
        a veteran  who has been  rehired,  please  contact  the Human  Resources
        Department for more information about your rights.

Can the plan be changed?

        Yes.  The  sponsoring  employer may amend the entire plan or any part of
        the plan at any time.  By doing so,  your  rights  under the plan may be
        either  enhanced or  diminished.  However,  no amendment may reduce your
        vested interest in the plan (determined on the date of the amendment) or
        divert any assets of the trust for purposes other than for the exclusive
        benefit of participants and their beneficiaries.

<PAGE>

Can the employer terminate the plan?

        Yes. The  sponsoring  employer may terminate the plan at any time.  Upon
        termination of the plan,  all account  balances will become 100% vested.
        All account balances which were already fully vested at the time of plan
        termination  will remain fully  vested.  Upon  termination  of the plan,
        distribution  will  be  made  even  if you  are  still  employed  by the
        employer.

Is this plan insured by the government?

       No. This plan is a defined  contribution plan, also sometimes referred to
       as an  individual  account  plan,  and thus not  insured  by the  Pension
       Benefit Guaranty Corporation (PBGC).

                                CLAIMS PROCEDURE

How do I file a claim under the plan?

       All  claims  for  benefits  under the plan must be made in writing to the
       sponsoring employer (see page 4 for the address). The sponsoring employer
       has the  authority  to interpret  the plan and make  factual  findings to
       determine the benefits payable to you. Benefits under this plan will only
       be paid if the sponsoring employer decides in its discretion that you (or
       your beneficiary) are entitled to them.

       If the sponsoring employer believes your claim should be denied, you will
       be notified in writing of the denial within 90 days after the  sponsoring
       employer  receives  the  claim.  The notice  will set forth the  specific
       reasons  for the  denial and inform you of your right to request a review
       and reconsideration of the sponsoring employer's decision.

        If you believe you have  submitted  all of the  available  and  relevant
       information,  you (or if you desire to be represented,  your counsel) may
       appeal the  decision of the claim to the  sponsoring  employer  within 60
       days after the date of the denial.  The  sponsoring  employer will decide
       whether or not to approve the claim  within 60 days after  receipt of the
       request for review.  The  sponsoring  employer's  decision on review will
       again be in writing,  will include  specific reasons for the decision and
       will refer to pertinent  provisions  of the plan on which the decision is
       based.  The  sponsoring  employer's  decision  will be final and binding,
       unless determined to be arbitrary and capricious.


<PAGE>




                                  ERISA RIGHTS

Do I have any rights under the plan that are protected by law?

       As a  participant  in the plan,  you are  entitled to certain  rights and
       protections under ERISA.  ERISA provides that all plan participants shall
       be entitled to:

                (1) Examine all plan documents and copies of all documents filed
       with the U.S.  Department of Labor (such as detailed  annual  reports and
       plan descriptions) without charge at the sponsoring employer's office.

                (2)  Obtain  copies  of  all  plan   documents  and  other  plan
       information  by  submitting  a  written  request  to the  committee.  The
       sponsoring employer may make a reasonable charge for the copies.

                (3) Receive a summary of the plan's annual financial report. The
       sponsoring employer is required by law to furnish each participant with a
       copy of this summary annual report.

                (4) Obtain a  statement  telling  you  whether you have a vested
       right to your plan  benefits  and, if so, what your vested  benefits  are
       now. If you do not have a vested right to benefits,  the  statement  will
       tell you how many more years you must work to obtain a vested right. This
       statement  must be  requested  in writing and is not required to be given
       more than once a year. The sponsoring employer must provide the statement
       free of charge.

       In addition  to  creating  rights for plan  participants,  ERISA  imposes
       duties upon the people who are responsible for the operation of the plan.
       The people who operate your plan, called  "fiduciaries" of the plan, have
       a duty to do so  prudently  and in the  interest  of you and  other  plan
       participants and beneficiaries. No one, including your employer, may fire
       you or otherwise  discriminate against you in any way to prevent you from
       obtaining your plan benefit or exercising your rights under ERISA.
<PAGE>

                  Under ERISA, there are steps you can take to enforce the above
                  rights.  For instance,  if you request materials from the plan
                  administrator  and do not receive them within 30 days, you may
                  file suit in a federal  court.  In such a case,  the court may
                  require the employer to provide the  materials  and pay you up
                  to $110 a day until you  receive  the  materials,  unless  the
                  materials  were not sent because of reasons beyond the control
                  of the  employer.  If you have a claim for  benefits  which is
                  denied or ignored, in whole or in part, you may file suit in a
                  state  or  federal  court.  If  it  should  happen  that  plan
                  fiduciaries   misuse   the  plan's   money,   or  if  you  are
                  discriminated  against for asserting your rights, you may seek
                  assistance from the U. S. Department of Labor, or you may file
                  suit in a federal court.  The court will decide who should pay
                  court costs and legal fees. If you are  successful,  the court
                  may order  the  person  you have  sued to pay these  costs and
                  fees. If you lose,  the court may order you to pay these costs
                  and fees, for example, if it finds your claim is frivolous.


       If you have any questions  about the plan,  you should  contact the Human
       Resources  Department.  If you have any questions about this statement or
       about your rights under ERISA,  you should  contact the nearest office of
       the Pension and  Welfare  Benefits  Administration,  U.S.  Department  of
       Labor,  listed in your  telephone  directory or the Division of Technical
       Assistance and Inquiries,  Pension and Welfare  Benefits  Administration,
       U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
       20210.



<PAGE>



                                  EXHIBIT 5.01
                 OPINION OF BINGHAM SUMMERS WELSH & SPILMAN, LLP

November 17, 2000

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

Gentlemen:

         We have  acted as counsel to First  Merchants  Corporation,  an Indiana
corporation  (the  "Company"),  in connection  with the filing of a Registration
Statement on Form S-8 (the  "Registration  Statement"),  with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  20,000  of the
Company's  authorized but unissued shares of common stock (the "Common  Shares")
issuable  under the First  Merchants  Corporation  Retirement  Savings Plan (the
"Plan").

         In connection therewith, we have investigated those questions of law as
we have deemed  necessary or appropriate  for purposes of this opinion.  We have
also  examined  originals,  or copies  certified or otherwise  identified to our
satisfaction,  of those documents,  corporate or other records, certificates and
other papers that we deemed  necessary to examine for purposes of this  opinion,
including:

         1.       The Company's Articles of Incorporation, together with
                  amendments thereto;

         2.       The Bylaws of the Company, as amended to date;

         3.       Resolutions  relating  to the  Plan  and  the  Common  Shares
                  adopted  by the  Company's  Board  of  Directors  (the
                  "Resolutions");

         4.       The Registration Statement; and

         5.       The Plan.

We have also relied,  without  investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.

         For purposes of this opinion,  we have assumed (i) the  genuineness  of
all signatures of all parties other than the Company;  (ii) the  authenticity of
all  documents  submitted to us as  originals  and the  conformity  to authentic
originals of all documents  submitted to us as certified or photostatic  copies;
(iii)  that  the  Resolutions  have  not and will  not be  amended,  altered  or
superseded prior to the issuance of the Common Shares;  and (iv) that no changes
will occur in the applicable law or the pertinent facts prior to the issuance of
the Common Shares.


<PAGE>



         Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common Shares are validly authorized
and, when (a) the pertinent  provisions of the  Securities  Act and all relevant
state  securities  laws have been  complied  with and (b) the Common Shares have
been delivered  against payment therefor as contemplated by the Plan, the Common
Shares will be legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act or under the rules and  regulations  of the  Commission  relating
thereto.

Very truly yours,



BINGHAM SUMMERS WELSH & SPILMAN, LLP





<PAGE>



                                  EXHIBIT 5.02
                            INTERNAL REVENUE SERVICE
                              DETERMINATION LETTER



Internal Revenue Service                         Department of the Treasury
District Director                                SeqNr:  0016180
Cincinnati Service Center                        Letter 835 (DO/CG)
P.O. Box 2508
Cincinnati, OH  45201

                                                 Employer Identification Number:
                                                   35-1544218
Date:    May 7, 1998                             DLN:
                                                   17007068049008
                                                 Person to Contact:
FIRST MERCHANTS CORPORATION                        CINDY PERRY
C/O JON H. MOLL                                  Contact Telephone Number:
201 EAST JACKSON ST., STE 400                      (513) 241-5199
MUNCIE, IN  47305-2847                           Plan Name:
                                                   RETIREMENT SAVINGS PLAN
                                                 Plan Number:
                                                 002

Dear Applicant:

We have made a favorable  determination on your plan, identified above, based on
the information supplied. Please keep this letter in your permanent records.

Continued  qualification  of the plan under its present  form will depend on its
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable  determination
letter,  points out some  events  that may affect the  qualified  status of your
employee retirement plan, and provides information on the reporting requirements
for your plan. It also describes some events that  automatically  nullify it. It
is very important that you read the publication.

This letter  relates only to the status of your plan under the Internal  Revenue
Code. It is not a  determination  regarding the effect of other federal or local
statutes.

This  determination  letter is applicable for the amendment(s) dated on December
30, 1996.

This  plan has  been  mandatorily  disaggregated,  permissively  aggregated,  or
restructured to satisfy the nondiscrimination requirements.

<PAGE>
                                       -2-

FIRST MERCHANTS CORPORATION

This plan  satisfies  the  nondiscrimination  in amount  requirement  of section
1.401(a)(4)-1(b)(2)  of the  regulations  on the  basis of a  design-based  safe
harbor described in the regulations.


This plan satisfies the nondiscriminatory  current availability  requirements of
section  1.401(a)(4)-4(b)  of the  regulations  with respect to those  benefits,
rights and features that are currently  available to all employees in the plan's
coverage  group.  For this purpose,  the plan's coverage group consists of those
employees  treated as currently  benefitting for purposes of demonstrating  that
the plan satisfies the minimum  coverage  requirements  of section 410(b) of the
Code.

Except as otherwise specified this letter may not be relied upon with respect to
whether the plan satisfies the qualification requirements as amended by the
Uruguay Round Agreements Act, Pub. L. 103-465, and by the Small Business Job
Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of
Code section 401(a)(26).

This letter considers the amendments  required by the Tax Reform of 1986, except
as otherwise specified in this letter.

The  requirement for employee  benefits plans to file summary plan  descriptions
(SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997.
For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your  representative  as  indicated in the
power of attorney.

If you have questions  concerning  this matter,  please contact the person whose
name and telephone number are shown above.

                                                 Sincerely yours,


                                                 /s/   C. Ashley Bullard
                                                 ------------------------
                                                       District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans

Letter   835  (DO/CG)

490284

<PAGE>

                                  EXHIBIT 23.01


CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of (i) our report  dated  January 22, 2000 with respect to
the  consolidated  financial  statements of First  Merchants  Corporation  which
appears on page 14 of the 1999 Annual Report to  Shareholders of First Merchants
Corporation, which is incorporated by reference in First Merchants Corporation's
Annual  Report on Form 10-K for the year ended  December 31, 1999,  and (ii) our
report  dated August 18, 2000 with respect to the  financial  statements  of the
First  Merchants  Corporation  Retirement  Savings  Plan  included in its Annual
Report on Form 11-K for the year ended December 31, 1999.


Olive LLP
Indianapolis, Indiana
November 17, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 162237}]
{"company-data": {"conformed-name": "FIRST MERCHANTS CORP", "cik": "0000712534", "assigned-sic": "6021", "irs-number": "351544218", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50484", "film-number": "775503"}, "business-address": {"street1": "200 E JACKSON ST", "street2": "PO BOX 792", "city": "MUNCIE", "state": "IN", "zip": "47308-0792", "phone": "3177471500"}, "mail-address": {"street1": "200 EAST JACKSON STREET", "city": "MUNCIE", "state": "IN", "zip": "47305"}}
As filed with the Securities and Exchange Commission on November 22, 2000.

                   Registration Statement No. 33-_____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
             ------------------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
             ------------------------------------------------------

                           FIRST MERCHANTS CORPORATION
             (Exact name of registrant as specified in its charter)

           INDIANA                                              35-1544218
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

200 East Jackson Street, Muncie, Indiana 47305
(Address of  Principal Executive Offices)

                           FIRST MERCHANTS CORPORATION
                             RETIREMENT SAVINGS PLAN
                            (Full title of the plan)
             ------------------------------------------------------

Larry R. Helms                                       With a copy to:
Senior Vice President                                David R. Prechtel, Esq.
First Merchants Corporation                          Bingham Summers Welsh &
200 East Jackson Street                              Spilman, LLP
Muncie, Indiana 47305                                2700 Market Tower
                                                     10 West Market Street
                                                     Indianapolis, Indiana 46204
(Name and address of agent for service)              (317) 635-8900
                                       765-747-1530
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                             Amount                    Proposed                       Proposed              Amount of
Title of securities           to be                 maximum offering                maximum aggregate      registration
to be registered          registered (1)           price per share (2)              offering price (2)         fee
----------------------------------------------------------------------------------------------------------------------

Common Stock,
no par value               20,000 Shares                $22.81                         $456,200                $121.00
(1)     In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended  (the  "Act")  this  Registration  Statement  also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.

 (2)     The  registration  fee has been calculated  pursuant to Rule 457(c) and
         (h) on the basis of $22.81 per share,  which was the last sale reported
         for First Merchants  Corporation's  common stock by the NASDAQ National
         Market System on November 15, 2000.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL
                  INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by First Merchants Corporation (the
"Registrant") (SEC File No. 0-17071) with the Securities Exchange Commission
("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

(a) Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1999.

(b) First Merchants Corporation Retirement Savings Plan's (the "Plan")
Annual Report on Form 11-K for the fiscal year ended December 31, 1999.

(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.

(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3 (Registration No. 333-33244)
which became effective April 26, 2000, and all amendment and reports filed for
the purpose of updating such description.

All documents field by the Registrant or the Plan pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all of the securities offered hereby have been sold or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of those documents.
ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Indiana Business Corporation Law ("IBCL"), the provisions of which govern
the Registrant, empowers an Indiana corporation to indemnify present and former
directors, officers, employees, or agents or any person who may have served at
the request of the corporation as a director, officer, employee, or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, or
(b) if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Under certain circumstances, a corporation may pay
or reimburse an Eligible Person for reasonable expenses prior to final
disposition of the matter. Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled to mandatory indemnification for reasonable expenses or that the
Eligible Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

The Registrant's Articles of Incorporation provide that the Registrant will
indemnify any person who is or was a director, officer, employee or agent of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense that
may be incurred in connection with or resulting from or arising out of any
claim, action, suit or proceeding with respect to which such director, officer
or employee is wholly successful or acted in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant or such other corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
director, officer, employee or agent of the Registrant is entitled to be
indemnified as a matter of right with respect to those claims, actions, suits or
proceedings where he has been wholly successful. In all other cases, such
director, officer, employee or agent will be indemnified only if the Board of
Directors of the Registrant or independent legal counsel finds that he has met
the standards of conduct set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K             EXHIBIT
ITEM 601. . . . . . . .             NUMBER           DESCRIPTION OF EXHIBIT
- -----------------------------     -------------    ---------------------------
(4) . . . . . . . . . . . . . . .   4.01             ARTICLES V, VII AND IX OF
                                                     REGISTRANT'S ARTICLES  OF
                                                     INCORPORATION AND THE
                                                     ARTICLES OF AMENDMENT
                                                     THERETO ARE INCORPORAED BY
                                                     REFERENCE TO EXHIBIT 3.1 OF
                                                     REGISTRANT'S QUARTERLY
                                                     REPORT  ON  FORM 10-Q FOR
                                                     THE QUARTER  ENDED
                                                     JUNE 30, 1999.
                                    4.02             ARTICLES III AND IV OF
                                                     FIRST MERCHANTS
                                                     CORPORATION'S   BYLAWS  AND
                                                     AMENDMENTS    THERETO   ARE
                                                     INCORPORATED  BY  REFERENCE
                                                     TO    EXHIBIT     3.2    OF
                                                     REGISTRANT'S      QUARTERLY
                                                     REPORT ON FORM 10-Q FOR THE
                                                     QUARTER   ENDED   JUNE  30,
                                                     1997.
4.03             FIRST MERCHANTS
                                                     CORPORATION'S JOINDER
                                                     AGREEMENT FOR RETIREMENT
                                                     SAVINGS PLAN AND RELATED
                                                     SUMMARY PLAN DESCRIPTION.

(5) . . . . . . . . . . . . . . .   5.01             OPINION OF BINGHAM SUMMERS
                                                     WELSH & SPILMAN, LLP
                                    5.02             INTERNAL REVENUE SERVICE
                                                     DETERMINATION LETTER

(23) . . . . . . . . . . . . . . . 23.01             CONSENT OF OLIVE LLP,
                                                     INDEPENDENT
                                                     PUBLIC ACCOUNTANTS
                                   23.02             CONSENT OF BINGHAM SUMMERS
                                                     WELSH & SPILMAN, LLP
                                                     (INCLUDED IN EXHIBIT 5.01)

(24) . . . . . . . . . . . . . . . 24.01             POWER OF ATTORNEY (SEE
                                                     SIGNATURE PAGE)

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section 10(a)
         (3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement.
Provided,  however,  that  paragraphs  (l)(i) and (l)(ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That  for the  purpose  of  determining  any  liability  under  the
Securities 1933, each such post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the  requirements of Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of Muncie, State of Indiana, on November 17, 2000.

                                    FIRST MERCHANTS CORPORATION

                                    By: /s/ Michael L. Cox
                                        ---------------------------
                                        Michael L. Cox, President
                                        and Chief Executive Officer
488065
POWER OF ATTORNEY

         Know  all men by these  presents,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Michael L. Cox and Larry R. Helms and
each or any of them (with full power to act  alone),  his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed on November  17, 2000 by the  following
persons in the capacities indicated:

Signature                        Capacity
                                 With Registrant

/s/ Michael L. Cox               President, Chief Executive Officer and Director
-------------------------
Michael L. Cox                   (Principal Executive Officer)

/s/ James L. Thrash              Senior Vice President, Chief Financial Officer
-------------------------
James L. Thrash                  (Principal Financial and Accounting Officer)

/s/ Stephan S. Anderson          Chairman of the Board of Directors
-------------------------
Stephan S. Anderson

/s/ James F. Ault                Director
-------------------------
James F. Ault

/s/ Thomas B. Clark              Director
-------------------------
Thomas B. Clark

/s/ David A. Galliher            Director
-------------------------
David A. Galliher

/s/ Barry J. Hudson              Director
-------------------------
Barry J. Hudson

/s/ John E. Worthen              Director
-------------------------
John E. Worthen
/s/ Norman M. Johnson            Director
-------------------------
Norman M. Johnson

/s/ George A. Sissel             Director
-------------------------
George A. Sissel

/s/ Robert M. Smitson            Director
-------------------------
Robert M. Smitson

/s/ Frank A. Bracken             Director
-------------------------
Frank A. Bracken

/s/ Roger M. Arwood              Director
-------------------------
Roger M. Arwood

                                 Director
Dennis A. Bieberich

         Pursuant to the  requirements  of the Securities Act of 1933, the First
Merchants  Corporation  Retirement Savings Plan's  Administrative  Committee has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized in the City of Muncie, State of Indiana,
on November 17, 2000.

                     FIRST MERCHANTS CORPORATION RETIREMENT
                      SAVINGS PLAN ADMINISTRATIVE COMMITTEE

                                     By:      /s/ Kimberly J. Ellington
                                              ---------------------------
                                              Kimberly J. Ellington

488065
3
(#490815)(4690-34648)
(#490815)(4690-34648)

                                  EXHIBIT 4.03

                              JOINDER AGREEMENT FOR
                           FIRST MERCHANTS CORPORATION
                             RETIREMENT SAVINGS PLAN
                      AND RELATED SUMMARY PLAN DESCRIPTION

                                JOINDER AGREEMENT

                                       FOR

                           FIRST MERCHANTS BANK, N.A.

                       PROTOTYPE PLAN AND TRUST AGREEMENT

                  (PROFIT SHARING WITH 401(k) NON-STANDARDIZED)

                           Letter Serial No. D340713e

NOTE:  This Joinder Agreement may only be used in conjunction with basic plan
       document #01.

(01/94)                                                                 PLAN 004
C O N T E N T S

   Item                                                                                                     Page

    1.                           EMPLOYER INFORMATION                                                       1

    2.                            PLAN INFORMATION                                                          2

    3.                           EMPLOYEE                                                                   2

    4.                           ELIGIBILITY REQUIREMENTS                                                   3

    5.                           RETIREMENT AGES AND DATE OF DISTRIBUTION                                   4

    6.                           VESTING SCHEDULE                                                           5

    7.                           OPTIONAL FORMS OF PAYMENT                                                  7

    8.                           DEATH BENEFIT                                                              8

    9.                           COMPENSATION                                                               9

   10.                           EMPLOYEE CONTRIBUTIONS                                                     10

   11.                           EMPLOYER CONTRIBUTIONS AND ALLOCATION FORMULA                              12

   12.                           FORFEITURES                                                                19

   13.                           TERMINAL ALLOCATIONS                                                       19

   14.                           VALUATION DATES AND ALLOCATION OF GAIN OR LOSS                             20
                                                                                                            21
   15.                           ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS

   16.                           HOURS OF EMPLOYMENT                                                        21

   17.                           ELIGIBILITY SERVICE                                                        22

   18.                           VESTING SERVICE                                                            23

   19.                           LIFE INSURANCE                                                             24

   20.                           LOANS                                                                      24

   21.                           HARDSHIP WITHDRAWALS                                                       25

   22.                           INVESTMENT OPTIONS                                                         25

   23.                           DISABILITY                                                                 26

   24.                           LIMITATIONS ON ALLOCATIONS                                                 26

   25.                           PROVISIONS RELATING TO PRIOR PLAN                                          27

   26.                           AGENT FOR SERVICE OF LEGAL PROCESS                                         28

   27.                           PLAN ADMINISTRATOR                                                         28

   28.                           TRUSTEE                                                                    28

   29.                           DOMESTIC RELATIONS ORDERS                                                  28

                                 DISCLAIMER AND WARNING                                                     29

                                 SIGNATURES                                                                 30

                                 SPECIAL INSTRUCTIONS ABOUT SUBMISSION TO INTERNAL REVENUE
                                 SERVICE                                                                    30

                                 ADDITIONAL INFORMATION ABOUT THE PROTOTYPE PLAN                            30
(490815)(4690-34648)
JOINDER AGREEMENT FOR
                           FIRST MERCHANTS BANK, N.A.
                       PROTOTYPE PLAN AND TRUST AGREEMENT
                  (PROFIT SHARING WITH 401(k) NON-STANDARDIZED)

         By execution of this Joinder Agreement,  the Employer  designated below
hereby  establishes a profit sharing with 401(k) plan for its eligible Employees
as provided in this Joinder  Agreement and First Merchants Bank, N.A.  Prototype
Plan and Trust Agreement  (basic plan document #01). Any capitalized  terms used
herein shall have the meaning set forth in the Prototype Plan.

1.       EMPLOYER INFORMATION

     Name:     First Merchants Corporation                    EIN:    35-1544218

     Address:  200 East Jackson Street
               Muncie, IN  47305-2814

     Form of Business Organization:

              ( x )  corporation                 (   )  electing "S" corporation

              (   )  sole proprietor             (   )  partnership

     Employer's taxable year ends on each December 31

     Is the Employer a member of a controlled or  affiliated  group of employers
     within the meaning of Section  414 (b),  (c),  (m), or (o) of the  Internal
     Revenue Code?
      |X|  Yes   |_| No

     If the answer to this  question is "Yes",  then list below the name and EIN
     of all other employers in the group (attach separate sheet if necessary):

              First United Bank, 35-0303750
              Union County National Bank of Liberty, 35-0721690
              Randolph County Bank, 35-0600850
              First Merchants Bank, N.A., 35-0508403
              Pendleton Banking Company, 35-0574300

     The  employers  in this group may adopt this Plan by  resolution.  The Plan
     maintained by the Employer named above and any adopting  employers shall be
     treated as a single plan.
2.       PLAN INFORMATION

     Plan Name:  Retirement Savings Plan                          Plan No.:  002

     Plan Year and  Limitation  Year  will be the 12  consecutive  month  period
     beginning each January 1 (specify month and day only).

     (   )   This is a new Plan with an effective date of                     .
                                                         ----------------------

     ( x ) This is an amended Plan.

            The  effective  date of the original Plan  was1/1/91.
            The effective date of the amended Plan is 1/1/98.

     Name of any "Prior Plan": -------------------------------------------------
     (For an amended Plan, pay close attention to Items 7(D) and 25.)

3.   EMPLOYEE (Section 1.01(k) of the Prototype Plan)

     An employee eligible to participate in the Plan is defined as follows:

     (   ) Each employee of the Employer.

     (   ) Each salaried employee of the Employer.

     (   ) Each employee of the Employer who is not salaried.

     (   ) Each  employee of the  Employer who is not subject to a  collective
           bargaining  agreement to which the Employer is a party, the
           negotiation for which included retirement benefits as a subject of
           good faith bargaining.

     (   ) Each employee of the Employer who is a member of a bargaining  unit
           covered by the Plan pursuant to a collective  bargaining
           agreement in effect between such bargaining unit and the Employer.

     ( x ) (Specify)  each employee of First  Merchants  Corporation,  First
           Merchants  Bank NA,  Pendleton  Banking  Company,  First United Bank,
           Union County National Bank, and Randolph County Bank.
Employees of affiliated  employers and leased employees must be included as
     employees of the Employer in determining whether the coverage  requirements
     of Section 410 of the  Internal  Revenue  Code are met even if they are not
     defined as Employees under the Employer's plan.

4.       ELIGIBILITY REQUIREMENTS (Section 2.01 of the Prototype Plan)
         ------------------------

     Complete A, B, and C.

         A.       Age and/or Service Requirements.  Each Employee shall become a
                  --------------------------------
                  Participant on the Participation Date as of which he has met
                  the following requirements.

                  ( x )  Attained his 21st birthday (not over 21st);

                  ( x )  Completed one (1) year of Eligibility Service (as
                           defined in Item 17 of this Joinder Agreement).

                  The  service  requirement  cannot  be more  than 1 year.  If a
                  fractional  year is used,  an employee will not be required to
                  complete  any  specified  number  of  Hours of  Employment  to
                  receive credit for such fractional year.

         If Item 4(B)  provides for a single  Participation  Date per Plan Year,
         the maximum age and service requirements above must each be reduced by
         1/2 year.

         B.       Participation Date.  (Select one choice)
                  -------------------

                  (   )  Two Participation Dates per Plan Year.  Participation
                         Date means the  ___________  (first or last day of Plan
                         Year)   not  prior  to  the   Effective   Date  or  the
                         ____________  (enter  date  which  is  6  months  after
                         preceding  date)  coincident with or next following the
                         date  on  which  an  Employee   first   satisfies   the
                         requirements of Item 4(A) above.

                  (   )  One Participation  Date per Plan Year.  Participation
                         Date  means  the  (first  or  last  day of  Plan  Year)
                         coincident  with or next following the date on which an
                         Employee first satisfies the  requirements of Item 4(A)
                         above.

                  ( x )  Multiple Participation Dates.  Participation Date means
                         the following: 1/1, 4/1, 7/1, and 10/1 (must  include
                                       -------------------------
                         first or last day of Plan Year and the date 6 months
                         thereafter).
C. Waiver of Participation.

                  The Plan  |X|  shall  |_|  shall  not  allow  an  Employee  or
                  Participant to waive participation in the Plan by completing a
                  written waiver form provided by the Plan Administrator.

                  The Plan |X| shall |_| shall not allow a Participant  to waive
                  his  eligibility  to make  Salary  Savings  Contributions  and
                  nondeductible Employee contributions, if applicable, under the
                  Plan and to receive any Employer matching  contributions under
                  the Plan by  completing a written  waiver form provided by the
                  Plan Administrator.

                  The  effects  of  waiving  participation  in the  Plan  and/or
                  waiving Salary Savings  Contributions,  nondeductible Employee
                  contributions   and  Employer   matching   contributions   are
                  described in Section 2.05 of the Prototype Plan.

5.   RETIREMENT AGES AND DATE OF DISTRIBUTION  (Sections 1.01(h), 1.01(r),
     ----------------------------------------
     1.01(t), 6.03, and 14.07 of the Prototype Plan)

     Complete A and B.  C, D, and E apply to all plans.  Complete F if desired.

     A.  Normal Retirement Age shall be attained by a Participant upon reaching:

         ( x )  his 65th birthday (not to exceed 65th).

         (   )  the later of his             birthday (not to exceed 65th) or
                                 -----------
                the            (not to  exceed 5th) anniversary of his earliest
                   -----------
                Participation Date.

     B.  Early Retirement Age (indicate"N/A" if a requirement is not
         applicable):

         ( x )  shall be attained by a  Participant  upon  reaching his 55th
                birthday and completing 10 years of Vesting Service.

         (   )  shall have no meaning in the Employer's Plan.

     C.  During any period of employment after attaining Normal  Retirement Age,
         a  Participant  shall  continue  sharing  in  allocations  of  Employer
         contributions,  forfeitures,  and gains or losses in the same manner as
         other Participants.

     D.  A Participant who has terminated his employment with the Employer shall
         be entitled to request the distribution of his vested interest in the
         Plan at any time after termination of employment with the Employer.
E.  Each Participant is entitled to defer distribution until a distribution
         is  required in  accordance  with  Section  401(a)(9)  of the  Internal
         Revenue Code after age 70 1/2,  except that a Participant  whose Vested
         Account  Balance  does  not  exceed  $3,500  shall  receive  a lump sum
         distribution as soon as practicable after his termination of employment
         with the Employer.

     F.  (   )   A Participant who has reached age    (not less than age 591/2)
                                                  ----
         and completed      years of  participation shall be entitled to make an
                      -----
         election  to receive  all or a portion of his vested  Account  Balance
         in a lump sum while still employed by the Employer.  The  Participant
         should specify the Valuation Date to be used in determining  his vested
         Account Balance,  subject to such nondiscriminatory  rules as may be
         established by the Employer.  Such a distribution shall be permitted
         (select one):

                (   )      one time only.

                (   )      no more than      time(s) each Plan Year.
                                        ----

6.   VESTING SCHEDULE  (Section 5.02 of the Prototype Plan)
     ----------------

     Select  one  schedule  under A,  unless the  Employer  elects in D that the
     Top-Heavy  vesting  schedule shall apply at all times.  Select one schedule
     under B and C. Complete D.

     A.    Non-Top-Heavy  Vesting  Schedule. Select one of the  following
           ---------------------------------
           vesting schedules,  unless the Employer  chooses to have the
           Top-Heavy schedule apply at all times.

           The  value  of  a  Participant's  Regular  Account  (attributable  to
           Employer regular  contributions) shall become vested as determined by
           the number of completed  years of Vesting Service (as defined in Item
           18 of this Joinder Agreement) as follows:

COMPLETED YEARS OF VESTING SERVICE
1                2                3                  4              5               6              7
                -                -                -                  -              -               -              -

     ( x )      20%              40%              60%                80%            100%

     (   )      ______           ______           ______             ______         ______          ______         100%
                                                  (at                (at            (at             (at
                                                  least              least          least           least
                                                  20%)               40%)           60%)            80%)
B.  The value of a Participant's interest in the Plan attributable to Employer matching contributions shall be:

COMPLETED YEARS OF VESTING SERVICE
1                2               3                   4              5               6               7
            -                -               -                   -              -               -               -

( x )       20%              40%             60%                 80%            100%

(   )       ______           ______          ______              ______         ______          ______          100%
                                             (at                 (at            (at             (at
                                             least               least          least           least
                                             20%)                40%)           60%)            80%)
(   )      Full and immediate

           If Employer regular contributions are elected under Item 11 of this
           Joinder Agreement, then the vesting schedule for matching
           contributions must be the same as for regular  contributions if they
           will be allocated to the Regular Account.

     C.    Top-Heavy  Vesting  Schedule.  (A  Top-Heavy  vesting  schedule  must
           -----------------------------
           be  selected,  even if the  Employer is not  currently Top-Heavy and
           does not foresee becoming Top-Heavy.)

           The  value  of  a  Participant's  Regular  Account  (attributable  to
           Employer  contributions)  shall become  vested as  determined  by the
           number of completed  years of Vesting  Service (as defined in Item 18
           of this Joinder Agreement) as follows:

COMPLETED YEARS OF VESTING SERVICE
1               2              3               4              5               6
                      -               -              -               -              -               -

     (   )            ----            ----           ----            ----           ----            ----

     ( x )            20%             40%            60%             80%            100%            100%
                                        (at            (at             (at            (at
                                        least          least           least          least
                                        20%)           40%)            60%)           80%)
(   )            Full and immediate

D.       Select one of the following choices:

           |X| The Top-Heavy vesting schedule shall apply at all times.
|_|    The Top-Heavy  vesting  schedule shall apply in the first Plan
                  Year that the Employer's Plan is Top-Heavy and every Plan Year
                  thereafter, regardless of the Plan's Top-Heavy status.

           |_|    The Top-Heavy  vesting  schedule shall apply in the Plan Years
                  that the  Employer's  Plan is Top-Heavy and the  non-Top-Heavy
                  vesting  schedule  shall  apply  in the  Plan  Years  that the
                  Employer's Plan is not Top-Heavy.

     NOTE: If the third option is elected,  any change in the vesting  schedule,
     which  occurs when the  Employer's  Plan ceases to be  Top-Heavy,  shall be
     subject to Section 5.08 of the Prototype Plan.

     If the original Effective Date of the Plan is prior to January 1, 1989, any
     vesting  schedule in effect prior to that date shall continue to apply to a
     Participant  unless  and  until he is  credited  with at least  one Hour of
     Employment on or after the beginning of the 1989 Plan Year.

     A  Participant  shall in any event be 100%  vested  upon  attaining  Normal
     Retirement Age (as defined in Item 5(A)) while employed by the Employer, or
     upon  attaining  Early  Retirement  Age (if  defined  in Item  5(B))  while
     employed by the Employer,  or upon retiring due to a Disability (if defined
     in Item  23),  or upon  death  while  employed  by the  Employer.  Also,  a
     Participant  is always  100%  vested in his Salary  Savings  Contributions,
     Qualified Nonelective Contributions, fail-safe contributions, nondeductible
     Employee contributions,  rollover  contributions,  and direct transfers, if
     any.

     If the  vesting  schedule is less  generous  for any  Participant  than the
     schedule  under the Prior Plan,  Section 5.08 of the  Prototype  Plan shall
     apply.

7.   OPTIONAL FORMS OF PAYMENT  (Section 6.02, 6.04, 6.05, and 13.01 of the
         ----------------------------------
     Prototype Plan)

     Select A or B.  Select C if desired.  Complete D if applicable.  Always
     complete E.

     A.  (   )    The Plan shall offer  annuities,  lump sums and  installments
                  in accordance  with Section 6.02. The rules  regarding
                  joint and survivor  annuities and spousal  consent in Sections
                  6.01, 6.02 and 6.09 shall apply to all amounts payable
                  under the Plan.

     B.  ( x )    The Plan shall offer the following form(s) of payment as
                  provided in Section 13.01:
|_| a lump sum payment.
         |X| A lump sum payment and installments. (Complete Item 7(C)
             below if desired.)

         Article XIII  containing  the provisions  relating the "profit  sharing
exception"  to the joint and survivor  annuity  rules shall apply to all amounts
payable  under the Plan.  (See the  following  Item 7(D) for special  rules if a
previous option is eliminated.)

     C.  (   )    The provision of Section  6.05(e)  regarding  installment-type
                  withdrawals  shall be available  under the Plan.  The
                  minimum withdrawal shall be        % of the Vested Account
                                             --------
                  Balance  determined as of termination of employment,  and
                  no more than               such withdrawals shall be permitted
                               --------------
                   in any Plan Year.

     D.  (   )    The election  made in A or B represents  an amendment of the
                  previous  optional  forms of payment  under the Plan and
                  will result in the elimination of an optional form of benefit
                  previously  available under the plan.  Previously,  the
                  following additional form(s) of payment was available under
                  the Plan (specify):_______________________________________

                  -----------------------------------------------------------

                  -----------------------------------------------------------

                  Under  Sections  8.01(e) and 9.10 of the Prototype  Plan,  the
                  Plan must continue to make available any previous  option with
                  respect to amounts  attributable to contributions  made before
                  the previous option was eliminated by amendment.  Accordingly,
                  the above prior options will be available  with respect to any
                  contributions  made with  respect  to a Plan  Year that  began
                  prior to (the date inserted cannot be earlier than the date of
                  execution of the amendment that  eliminated the prior options;
                  if no date is  inserted,  then it is assumed that such date of
                  execution applies).  The joint and survivor annuity rules will
                  continue  to  apply  to  prior  accrued  benefits  if  such an
                  amendment eliminated annuity forms of payment.

     In any event,  if the Vested  Account  Balance of a terminated  Participant
     does not exceed $3,500, it will be automatically  cashed out as provided in
     Section 6.08 of the Prototype Plan.

     E.   Distributions shall be made in (select one):

          ( x )  cash.

          (   ) cash or property,  as requested by the Participant and agreed
                 to by the Trustee  pursuant to Section 6.04(b) of the Prototype
                 Plan.
8.   DEATH BENEFIT  (Section 6.09 or 13.03 of the Prototype Plan)
     -------------

     The death  benefit  under the Plan depends in part on whether the joint and
     survivor annuity rules in Section 6.01, 6.02 and 6.09 or the profit sharing
     exception rules in Article XIII are applicable. (Complete A if Item 7(A) of
     the  Joinder   Agreement  is  selected  or  if  annuities  were  previously
     available.)

     A.   Death  Benefit  with  Respect  to Any  Amount  to Which  the Joint and
          Survivor Annuity Rules (Section 6.01, 6.02 and 6.09) Are Applicable. A
          death  benefit  in the  form  of a  Qualified  Preretirement  Survivor
          Annuity shall be paid to surviving  spouse of any married  Participant
          who dies, by applying the following amount to purchase such an annuity
          (select 1 or 2):

          1.      (   )  50% of the Vested Account Balance.

          2.      (   )  100% of the Vested Account Balance.

          If option 1 is  selected  above,  the other 50% of the Vested  Account
          Balance is payable to the  Participant's  designated  Beneficiary (who
          can,  but need not, be the  Participant's  spouse).  If no election is
          made, then it shall be deemed that option 1 was selected.

          In any event,  a surviving  spouse may elect  payment in another  form
          that is available  under the Plan within a  reasonable  time after the
          Participant's death. Also, a spouse may consent (in writing, witnessed
          by a Plan  representative  or notary  public) to the  designation of a
          nonspouse  beneficiary to receive the death benefit  otherwise payable
          to the spouse.

     B.   Death  Benefit  with  Respect  to Any  Amount  to Which  the Joint and
          Survivor Annuity Rules Are Not Applicable Pursuant to the Article XIII
          Profit Sharing Exception Rules. With respect to any amounts subject to
          Article  XIII,  the  surviving  spouse  of a  married  Participant  is
          entitled to 100% of the  Participant's  Vested Account Balance payable
          in a lump sum,  unless the  surviving  spouse has consented in writing
          (witnessed  by  a  Plan   representative  or  notary  public)  to  the
          designation of a nonspouse Beneficiary by the Participant.

     Note on Beneficiary Designation:  If the Participant is not married at date
     of  death,  then the  entire  Vested  Account  Balance  is  payable  to his
     designated  Beneficiary.  If a Participant fails to designate a Beneficiary
     and has no surviving  spouse,  then the Plan provides that his descendants,
     per stirpes,  receive any death benefit.  If no descendants survive and the
     Participant makes no other designation, his estate is his Beneficiary.
9.   COMPENSATION (Section 1.01(e) of the Prototype Plan)
     ------------

     Compensation  as defined in Section  1.01(e) of the Prototype Plan shall be
     subject to  modifications  specified in this Item 9, as indicated below, if
     any:

     A.  (   )  For all purposes under the Plan (except for purposes of the
                limitations contained in Article XI), Compensation shall include
                Employer contributions made pursuant to a salary reduction
                agreement which are not includible in the gross income of the
                Employee under Section 125, 402(a)(8), 402(h) or 403(b) of the
                Internal Revenue Code.

     B.  (   )  Since this Joinder  Agreement is adopted as an amendment of a
                Prior Plan for purposes of complying  with the Tax Reform Act of
                1986, the above definition shall only be effective for Plan
                Years beginning on or after, 19  . (The date  inserted  cannot
                be later than the first day of the first Plan Year after this
                  -------
                Joinder Agreement is signed by the Employer in order to comply
                with the Tax Reform Act of 1986.)

     C.           ( x )    Compensation shall exclude amounts paid to a
                           Participant prior to his  Participation  Date for
                           purposes of Article XIV (including   401(k)  and
                           401(m)   testing   and  the determination   of   the
                           actual   amount   of   any contribution   that  is
                           based  on  a  percentage  of Compensation)  but not
                           for  purposes of Article XI or XII.

     D.           ( x )    Compensation  shall be modified  to include  employer
                           contributions  made  pursuant  to a salary  reduction
                           agreement  which are not  includable  in the gross in
                           come of the employee  under Section 125 and 401(a) 8
                           of the Internal  Revenue Code and to exclude  bonuses
                           and  commissions for purposes of allocating the
                           following Employer contribution(s) in Item 11(B) of
                           this Joinder Agreement.

                  |X|      Regular Contributions
                  |_|      Qualified Nonelective Contributions
                  |X|      Fail-Safe Contributions

     E.           ( x )    Compensation  shall be  modified  as follows:  For
                           the  purpose of 401(k) and 401(m)  testing,
                           compensation shall include  contributions made
                           pursuant to a salary reduction  agreement under
                           Section 125 and 401(a)8 of the Internal Revenue Code
                           in addition to bonuses and commissions.
In any event, a Participant's  Compensation must be limited to $200,000 (as
     may be adjusted for  cost-of-living  increases) for any Plan Year beginning
     on or after January 1, 1989; and for this purpose the spouse and any lineal
     descendants under age 19 of a Participant who is a 5% owner or who is among
     the 10 highest paid Highly  Compensated  Employees are aggregated with that
     Participant  and  treated  as a single  Participant  for  purposes  of this
     $200,000  limit.  This  paragraph  is further  subject to the  Compensation
     limitations provided in Section 1.01(e) of the Prototype Plan.

10.  EMPLOYEE CONTRIBUTIONS (Section 3.02 and Article XIV of the Prototype Plan)
     ----------------------

     Complete A and B.

     A.   Salary Savings Contributions (pre-tax)

          Complete 1, 2 and 3.

          1.    Amount of Salary Savings Contributions.  Salary Savings
                ---------------------------------------
                Contributions by a Participant shall

                ( x )  be permitted in any whole percentage of his Compensation
                       per payroll period as elected by the Participant up to a
                       maximum of 15%.

                ( x )  be permitted in any dollar  amount per payroll  period
                       as  elected by the  Participant up to a maximum of 15% of
                       his Compensation.

                (   )  not be permitted.
                       ---

          2.    Changes   or  New   Elections.   Each   Participant   (including
                Participants who elected to make no Salary Savings Contributions
                when  first  eligible  to do so) may change the amount of Salary
                Savings  Contributions  previously  elected  as of  the  payroll
                period which begins  coincident  with or next following  (select
                one):

                (   ) the first day of each Plan Year.

                (   ) the first day of each Plan Year and the date which is 6
                      months later.

                ( x ) the day following each Valuation Date as specified in
                      Item 14.

                (   ) (specify): ______________________________________________.
3.    Revocations.  Each Participants may revoke his Salary Savings
                ------------
                Contributions as of the payroll period which begins coincident
                with or next following (select one):

                ( x ) the date he gives 10 days'  prior  written  notice  of the
                      revocation to the Employer.

                (   )(specify): _______________________________________________.

     Any  Participant   who  (1)  terminates   employment  and  is  subsequently
     reemployed by the Employer, (2) changes employment status and later becomes
     an eligible  Employee again,  or (3) suspends Salary Savings  Contributions
     because of a hardship withdrawal may commence Salary Savings  Contributions
     as of his (1) date of reemployment as an Employee, (2) change in status, or
     (3) suspension  expires,  whichever is applicable,  after  completing a new
     election form as provided in Section 14.03(c) of the Prototype Plan.

     NOTE:  For each Plan  Year,  Salary  Savings  Contributions  made by Highly
     Compensated Employees (as defined in Section 1.01(n) of the Prototype Plan)
     must satisfy an Actual Deferral Percentage test under Section 401(k) of the
     Internal  Revenue Code (as reflected in Article XIV of the Prototype Plan).
     Failure to return any excess contributions  (determined under that test) to
     Highly Compensated  Employees before the end of the Plan Year following the
     year with respect to which they were  originally  contributed may cause the
     Plan to lose its tax-qualified status.

     B.   Nondeductible Employee Contributions (after-tax)

          Nondeductible Employee Contributions shall

                  (   ) be permitted.

                  ( x ) not be permitted effective ______________________.
                        ---

          The provisions  governing  Nondeductible  Employee  Contributions  are
          described in Section 3.02 of the Prototype Plan.
NOTE: For each Plan Year,  Nondeductible  Employee  Contributions (and
          any Matching  Contributions) made by Highly Compensated  Employees (as
          defined  in  Section  1.01(n) of the  Prototype  Plan) must  satisfy a
          Contribution  Percentage  test under  Section  401(m) of the  Internal
          Revenue  Code (as  reflected  in Article XIV of the  Prototype  Plan).
          Failure to return any excess aggregate contributions (determined under
          that test) to Highly Compensated  Employees before the end of the Plan
          Year  following  the  Plan  Year  with  respect  to  which  they  were
          originally  contributed  may cause the Plan to lose its  tax-qualified
          status.

11. EMPLOYER CONTRIBUTIONS AND ALLOCATION FORMULA (Section 3.01 and
    ---------------------------------------------
      4.03 of the Prototype Plan)

     Complete A.  Complete B(4) if applicable. Complete C if Plan is integrated.
     Complete D if applicable.  E applies to all plans.

     A.  Determination of Amount of Annual Employer Contribution.  For each Plan
         Year  (ending  on or after the  Effective  Date),  the  Employer  shall
         contribute  to the Trust Fund,  subject to the  limitations  imposed in
         Article XI of the Prototype Plan, a discretionary  amount determined by
         the Employer by the end of the Plan Year (or if the Plan Year coincides
         with  the  Employer's   taxable  year,  by  the  due  date,   including
         extensions,  for filing the  Employer's  federal  income tax return for
         such year).  Any  contribution  actually paid after the end of the Plan
         Year to which it relates  should be  designated in writing to have been
         made with  respect to the prior Plan Year.  In any event,  the Employer
         contribution  for each Plan  Year  shall at least be equal to an amount
         necessary to fund the  following  amounts  (select one or more uses for
         such Employer contribution).

         1.  ( x )    Salary Savings  Contributions.  An amount equal to the
                      ------------------------------
                      amount of Salary Savings  Contributions,  if any,  elected
                      for  such  Plan  Year by all  eligible  Employees  in
                      accordance  with  the  preceding  Item 10 of this  Joinder
                      Agreement.  (Note: Even though such amounts are designed
                      under Item 10 entitled  "Employee  Contributions,"  they
                      are treated as an Employer  contribution  for income tax
                      deduction  purposes and for certain  other  purposes as
                      specified in the Prototype Plan.)

         2.  ( x )    Matching Contributions for Salary  Savings  Contributions.
                      ----------------------------------------------------------
                      An amount equal to a percentage  of certain  Salary
                      Savings Contributions made by eligible Employees,
                      determined as follows (select one):

                      ( x )  25% of  Salary  Savings Contributions  for the Plan
                             Year  that  are  eligible  to  receive  a  matching
                             contribution.

                      (   )  a  discretionary  percentage  of Salary  Savings
                             Contributions  for the Plan Year that are  eligible
                             to receive a matching contribution, as determined
                             by the Employer.
Maximum. If matching  contributions are elected above, the
                      following Salary Savings Contributions made on behalf of a
                      Participant  for a Plan Year  shall be  eligible  for such
                      matching contributions (select one):

                      (   )   All Salary Savings Contributions.

                      ( x )   Salary Savings Contributions not in excess of 5%
                              of the Participant's Compensation for the Plan
                              Year.

                      (   )   Salary Savings Contributions not in excess of
                              $           .
                               -----------

                      (   )   Matching Contributions for Nondeductible Employee
                              --------------------------------------------------
                              Contributions.  An amount equal to a percentage of
                              -------------
                              certain Nondeductible Employee  Contributions made
                              by eligible Employees,  determined as follows
                              (select one):

                              (   )                  % of Nondeductible Employee
                                        -------------
                                        Contributions for the Plan Year that are
                                        eligible to receive a matching
                                        contribution.

                              (   )     a discretionary  percentage of
                                        Nondeductible Employee Contributions for
                                        the Plan Year that are eligible to
                                        receive a matching contribution, as
                                        determined by the Employer.

                              Maximum.  If  matching  contributions  are elected
                              above,   the  following   Nondeductible   Employee
                              Contributions  made  by a  Participant  for a Plan
                              Year   shall  be   eligible   for  such   matching
                              contributions (select one):

                              (   )    All Nondeductible Employee Contributions.

                              (   )    Nondeductible   Employee  Contributions
                                       not  in  excess  of  ________%  of  the
                                       Participant's Compensation for the Plan
                                       Year.

                              (   )    Nondeductible Employee Contributions not
                                       in excess of $_____________.

         3.   (   )   Regular Contributions.  An amount determined by the
                      ----------------------
                      Employer in the manner indicated below (select one):
(   )   Discretionary  Contributions.  The  amount
                              -----------------------------
                              determined  by the  Employer  for each  Plan Year.
                              Note:  A discretionary contribution may be
                              allocated on an integrated basis if so indicated
                              in Item 11(B)(3).

                      (   )   Non-integrated Formula.         % of the
                              ----------------------- --------
                              Compensation  of all  Participants  for such
                              Plan Year who are entitled to share in the
                              allocation of Employer contributions as specified
                              in Item 11(B)(3).

                      (   )   Integrated Formula.    % of the Compensation of
                              ------------------- ---
                              each Participant for such Plan Year, plus        %
                                                                       --------
                              of each Participant's Compensation in excess of th
                              Taxable  Wage  Base (as  defined  in Item  11(C)),
                              taking into account only Participants  entitled to
                              share in the allocation of Employer  contributions
                              as  specified   in  Item   11(B)(3).   Note:   The
                              percentage  amount  inserted  in the second  blank
                              cannot  exceed  the  lesser  of the  amount in the
                              first  blank  or  5.7%  (or  such  lesser   Excess
                              Percentage  determined  in  accordance  with  Item
                              11(C) if the  Taxable  Wage  Base is less than the
                              maximum that can be  specified in Item  11(C)(1)).
                              Any   amounts   contributed   pursuant   to   this
                              integrated  formula may not be taken into  account
                              for  purposes of the tests under  Sections  401(k)
                              and 401(m) of the Internal  Revenue Code described
                              in Sections 14.04 and 14.05 or the Prototype Plan.

         4.  (   )    Qualified Nonelective Contributions.  An amount equal to
                      ------------------------------------
                              % of the  Compensation  (as  elected  in Item 9
                      ---------
                      of this  Joinder  Agreement,  but  disregarding  any
                      amounts  paid  prior  to the  Participation  Date)  of
                      each Participant who is eligible for qualified nonelective
                      contributions;  any such amount shall be 100% vested when
                      made notwithstanding any election of another vesting
                      schedule in Item 6 of this Joinder Agreement.

         5.  ( x )    Fail-Safe  Contributions.  That  percentage,  if any, as
                      -------------------------
                      designated  by the  Employer by the due date of its tax
                      return,  including  extensions,  for the taxable year in
                      which the Employer  contributions for the Plan Year will
                      be deducted, of the Compensation of each Participant who
                      is eligible for fail-safe contributions.

         For  Plan  Years  beginning  on or  after  January  1,  1986,  Employer
contributions may be made without regard to Net Profits.
B.  Allocation of Annual Employer Contributions.
         --------------------------------------------

         1.   Salary Savings  Contributions.  For each Plan Year, Salary Savings
              ------------------------------
              Contributions  shall be allocated among the Salary Savings
              Accounts of those  Participants  who made Salary Savings
              Contributions  in accordance  with their elections for the Plan
              Year.

         2.   Matching  Contributions.   Any  matching  contributions  shall  be
              allocated  to the |X|  Regular  Accounts  |_|  Fail-Safe  Accounts
              (select  Fail-Safe  Accounts  if matching  contributions  are 100%
              vested and the Regular  Account is subject to a vesting  schedule)
              of those  Participants who are eligible to share in the allocation
              of matching contributions.

              ( x )   Participants  who made any Salary  Savings  Contributions
                                                 ------------------------------
                      during the Plan Year shall be entitled to share in the
                      allocation  of matching  contributions  in proportion to
                      the Salary  Savings  Contributions  for the Plan Year of
                      each such Participant as follows (select one or more):

                      ( x )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

                      (   )    Participants who made any Nondeductible Employee
                                                         -----------------------
                               Contributions
                               -------------
                  during the Plan Year shall be entitled to share in the
                  allocation of matching  contributions in proportion to the
                  Nondeductible Employee Contributions for the Plan Year of each
                  such Participant as follows (select one or more):

                      (   )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------
(   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

     NOTE:        Participants  who are entitled to a Terminal Allocation may be
     entitled to the allocation of matching  contributions (see Item 13 of this
     Joinder Agreement).

     3.       Regular Employer Contributions. Any regular contributions shall be
              allocated  among the Regular  Accounts of those  Participants  who
              were  employed  by the  Employer  during the Plan Year and who are
              entitled  to  share  in  the   allocation  in  proportion  to  the
              Compensation for the Plan Year of each such Participant as follows
              (select one or more):

                      (   )   Any  Participant  (including  a former  Employee)
                              who received  any  Compensation  during the Plan
                              Year, regardless of how many Hours of Employment
                                    ------------------------------------------
                              he was credited with.
                              ---------------------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with more than 500 Hours of
                                                              ------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant  (including a former Employee) who
                              received any Compensation during the Plan Year and
                              who was credited with 1,000 or more Hours of
                                                    ----------------------
                              Employment for such Plan Year.
                              ----------

                      (   )   Any Participant who is employed on the last day of
                              the Plan Year.

     NOTE:  Participants  who are  entitled  to a Terminal  Allocation may be
     entitled  to share in the  allocation  of regular contributions (see Item
     13 of this Joinder Agreement).

         Regular contributions shall be allocated as follows (select one):

                      (   )   Non-integrated  allocation:  For  contribution
                              ---------------------------
                              formulas  intended to be  allocated  on a  non-
                              integrated basis, the annual  contribution shall
                              be allocated in proportion to the Compensation for
                              the Plan Year of each  Participant  entitled  to
                              share in the  allocation.  (See Item 9(C) of the
                              Joinder  Agreement  for whether pre-Participation
                              Date Compensation is counted for this purpose.)

                      (   )   Integrated  allocation:  For a  discretionary
                              -----------------------
                              contribution  intended to be  allocated  on an
                              integrated basis, the amount  allocated to the
                              Regular Account of each such  Participant  shall
                              equal the sum of (a) and (b), as follows:
a.    each such  Participant's  Integrated
                                    Contribution  Amount (as defined in Item
                                    11(C) below) (or a pro rata portion  thereof
                                    if the total contribution is less than the
                                    sum of all Participant's  Integrated
                                    Contribution Amounts); and

                              b.    a  pro  rata  share  of  any   discretionary
                                    contribution  amount  remaining  after  each
                                    such Participant's  Integrated  Contribution
                                    Amount  is so  allocated,  with the pro rata
                                    share being based on each such Participant's
                                    Compensation for the Plan Year.

     4.       Qualified  Nonelective  Contributions.  Any Qualified  Nonelective
              Contributions shall be allocated to the |_| Fail-Safe Accounts |_|
              Regular  Accounts (select Regular Accounts if the Regular Accounts
              provide for 100% vesting) for any  Participant who was eligible to
              make Salary Savings  Contributions for the Plan Year in proportion
              to the  Compensation  for the Plan Year of each such  Participant.
              NOTE:   Participants  who  are  entitled  to  receive  a  Terminal
              Allocation may be entitled to share in the allocation of qualified
              nonelective contributions (see Item 13 of this Joinder Agreement).

     5.       Fail-Safe  Contributions.  Any  Fail-Safe  Contributions  shall be
              allocated  to the  Fail-Safe  Account of each  Participant  who is
              employed by the  Employer on the last day of the Plan Year and who
              is a  Non-Highly  Compensated  Employee  (as  defined  in  Section
              14.02(1) of the Prototype Plan) for the Plan Year in proportion to
              the Compensation for the Plan Year of each such Participant. NOTE:
              Participants who are entitled to receive a Terminal Allocation may
              be entitled to share in the allocation of fail-safe  contributions
              (see Item 13 of this Joinder Agreement).

 C.  Definitions and Special Rules for Integrated Plans.
     ---------------------------------------------------
     (C must be completed if Plan is integrated.)

     1.      "Taxable Wage Base" means, with respect to each Plan Year:

                  (   ) Maximum.  The maximum  amount of earnings which may be
                        considered   wages  under  Section   3121(a)(1)  of  the
                        Internal  Revenue  Code  for the  calendar  year  ending
                        within or coincident with such Plan Year.

                  (   ) Lesser Amount.  A lesser amount determined as follows
                        --------------
                        (specify):
                        -------------------------------------------------------

                        -------------------------------------------------------
2.       "Excess  Percentage"  shall mean 5.7% (or such  lesser  amount
                  specified by the  Employer  prior to the end of the Plan Year)
                  if the maximum  Taxable  Wage Base is  specified  above.  If a
                  lesser amount is elected above for the Taxable Wage Base, then
                  the "Excess  Percentage" shall mean the amount indicated below
                  based on what  percentage of the maximum  Taxable Wage Base is
                  actually used pursuant to the above election, as follows:

                  a.       If the Taxable Wage Base  elected  above is less than
                           the greater of $10,000 or 20% of the maximum  Taxable
                           Wage  Base  for  such  Plan  Year,  then  the  Excess
                           Percentage  for such Plan Year shall be 5.7% (or such
                           lesser amount  specified by the Employer prior to the
                           end of the Plan Year).

                  b.       If the Taxable  Wage Base  elected  above is at least
                           the greater of $10,000 or 20% of the maximum  Taxable
                           Wage  Base for such Plan  Year,  but is not more than
                           80% of the  maximum  Taxable  Wage Base for such Plan
                           Year,  then the Excess  Percentage for such Plan Year
                           shall be 4.3% (or such lesser amount specified by the
                           Employer prior to the end of the Plan Year).

                  c.       If the Taxable Wage Base  elected  above is more than
                           80% of the  maximum  Taxable  Wage Base for such Plan
                           Year but is less than the maximum  Taxable  Wage Base
                           for such Plan Year,  then the Excess  Percentage  for
                           such Plan Year shall be 5.4% (or such  lesser  amount
                           specified  by the  Employer  prior  to the end of the
                           Plan Year).

         3.       "Integrated  Contribution  Amount" shall mean, for purposes of
                  the preceding Item 11(B)(4),  with respect to any  Participant
                  for  a  Plan  Year,   the  sum  of  (a)  the  product  of  his
                  Compensation  up to the  Taxable  Wage Base for such Plan Year
                  multiplied by the Excess  Percentage for such Plan Year,  plus
                  (b) the product of his  Compensation  in excess of the Taxable
                  Wage  Base for such  Plan  Year  multiplied  by two  times the
                  Excess Percentage for such Plan Year.

     D.  Top-Heavy Minimum Contributions.  If the Employer is required to make a
         minimum  top-heavy  contribution  as provided  in Section  12.03 of the
         Prototype  Plan  and the  Employer  maintains  more  than  one  defined
         contribution  plan  (including a Paired Plan),  then the  contributions
         from all such plans shall be  aggregated  for purposes of Section 12.03
         and any  required  minimum  contribution  shall be made first under the
         Employees' Pension plan. (Indicate which plan; if no plan is indicated,
         any required minimum  contribution  will be made in this Prototype Plan
         or split equally between Paired Plans.)
If the  Employer's  Plan  is  Top-Heavy  and it  maintains  one or more
         defined benefit plans, the top-heavy minimum  contribution  requirement
         shall be met by  providing  a 5%  minimum  contribution  in this  Plan,
         unless otherwise specified as follows: Defined Benefit Plan.

     E.  Discontinuance or Suspension of Contributions.  The Employer shall have
         the right in its sole and final discretion to discontinue completely or
         suspend   temporarily   for  a  definite  or   indefinite   period  its
         contributions under the Prototype Plan at any time or from time to time
         (subject to any required top-heavy contributions),  but such suspension
         should be indicated by executing a new Joinder  Agreement  prior to the
         end of the  affected  Plan Year if a stated  rate of  contributions  is
         specified   above.    Upon   complete    discontinuance   of   Employer
         contributions,  the rights of Participants  shall be 100% vested to the
         extent provided in Section 8.03(b) of the Prototype Plan.

12. FORFEITURES (Sections 4.04, 4.10, 5.04 and 6.08 of the Prototype Plan)
    -----------

     Complete A and B unless 100% immediate vesting for all Accounts.
     A.  Any amounts attributable to Employer  contributions that are not vested
         in  accordance  with the  schedule  specified in Item 6 of this Joinder
         Agreement at the date that a Participant terminates employment with the
         Employer  shall be transferred to a Forfeiture  Suspense  Account.  Any
         such amounts shall be forfeited:

         ( x )  When the Participant  receives (or is deemed to receive) his
                entire vested  interest in the Plan or the date when he incurs 5
                consecutive 1-year Breaks in Service, whichever occurs earlier.

         (   )  When the Participant  incurs 5 consecutive  1-year Breaks in
                Service.  (Section  5.04(b) of the Prototype Plan shall be
                disregarded.)

     B.  Any  forfeitures  arising during a Plan Year, as specified above (or in
         accordance with Section 4.10 of the Prototype Plan regarding  unclaimed
         benefits) shall be used as follows:

         (   )  Forfeitures  shall be reallocated to the Regular  Accounts of
                all active  Participants  employed on the last day of the
                Plan Year and of all  Participants  who are entitled to a
                Terminal  Allocation  of  forfeitures  in proportion to their
                Compensation  for  the  Plan  Year.  See  Item  9(C)  of the
                Joinder  Agreement  for  whether  pre-Participation  Date
                Compensation is counted.

         ( x )  Forfeitures  for any Plan Year shall be used as soon as possible
                to reduce future Employer contributions.

         (   )  Allocated in the same manner as if it were a regular
                contribution in the Plan. (This choice will only be available if
                the Employer chose the integrated allocation formula in Item
                11(B)(4) above.)
13. TERMINAL ALLOCATIONS (Sections 1.01(dd) and 4.03 of the Prototype Plan)
    --------------------

      Each Participant who made any Salary Savings Contributions for a Plan Year
      shall receive an allocation  thereof.  Terminal  Allocations  of any other
      Employer contributions (and forfeitures, if applicable)

           |_|    shall not be made.
                  ------------------

           |X|    shall be made as follows  (indicate A and/or B, or C, from the
                  list of  alternatives  below  beside  each  type  of  Employer
                  contributions.  "N/A" may be inserted if a particular  type of
                  contribution is not available under the Plan):

                  Matching Contributions for Salary Savings Contributions:  A
                  -------------------------------------------------------- ---
                  Matching Contributions for Nondeductible
                  ----------------------------------------                 ---
                  Employee Contributions:
                  -----------------------                                  ---
                  Fail-Safe Contributions:                                  A
                  ------------------------                                 ---
                  Regular Contributions:
                  ----------------------                                   ---

                  Qualified Nonelective Contributions:

           Alternatives  for  Terminal  Allocations  of  a  particular  type  of
           Employer contribution as specified above:

                  A. Any Participant whose  employment is terminated for reasons
                     of retirement, death,  or Disability  before the end of the
                        ----------  -----      ----------
                     Plan Year.

                  B. Any  Participant  whose  employment is  terminated  for any
                     reason before the end of the Plan Year if he was credited
                     with at least 1,000 Hours of Employment for such Plan Year.
                     ---------------------------------------

                  C. Any  Participant  (including  a  former  Employee)  who
                     received any Compensation  during the Plan Year and who
                     was credited with more than 500 Hours of Employment for
                     such Plan Year.

           NOTE: A Participant  who terminates  employment  with a 0% vested
           interest in his Regular Account will not be eligible to receive a
           Terminal Allocation.
14. VALUATION DATES AND ALLOCATION OF GAIN OR LOSS
    ----------------------------------------------
    (Sections 1.01(ff) and 4.02 of the Prototype Plan)

    Complete A.

    A. Valuation  Date.  Valuation Date shall mean the last day of each Plan
       ----------------
       Year and any additional  dates specified by the Employer as follows:
       3/31, 6/30 and 9/30.  (insert additional Valuation Date(s) or "none").

    B. Method for  Allocating  Gain or Loss.  Allocation of gain or loss to all
       -------------------------------------
       Participant  Accounts  shall be based on the account balance as of the
       immediately preceding Valuation Date with such appropriate adjustments as
       directed by the Employer.

15. ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS
    -------------------------------------------
     (Section 3.03 and 3.04 of the Prototype Plan)

     Rollover Contributions.  (Select A, B, or C.)
     -----------------------

     A.  (   )   Only Employees participating in the Plan shall be permitted to
                 make rollover contributions

     B.  ( x )   Any Employee may make rollover contributions,  even if he has
                 not yet met the eligibility requirements,  as specified
                 in Item 4 of this Joinder Agreement.

     C.  (   )   Rollover contributions are not permitted.
                                            ---

      NOTE:  Rollover contributions must be made within 60 days after the
      Employee receives a distribution qualifying for rollover.

      Direct Transfers.  (Select D, E, or F.)
      -----------------

      D.  (   )   Only Employees participating in the Plan are permitted to make
                  direct transfer.

      E.  ( x )   Any Employee may make a direct  transfer,  even if he has not
                  yet met the eligibility  requirements,  as specified in
                  Item 4 of this Joinder Agreement.

      F.  (   )   Direct transfers are not permitted.
                                       ---

16. HOURS OF EMPLOYMENT  (Section 1.01(o) of the Prototype Plan)
    -------------------

    Hours of Employment shall be determined under the Plan on the basis of the
    method selected below. (Select one method.)
( x ) On the basis of actual  hours  for which an  employee  is paid or
               entitled to payment.

         (   )    On the basis of days worked:
                                  ----
                        An  employee   shall  be  credited   with  10  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the day.

         (   )    On the basis of weeks worked:
                                  -----
                        An  employee   shall  be  credited   with  45  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the week.

         (   )    On the basis of semi-monthly payroll periods:
                                  -----------------------------
                        An  employee   shall  be  credited   with  95  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour  of  Employment  during  the  semi-monthly  payroll
                        period.

         (   )    On the basis of months worked:
                                  ------
                        An  employee   shall  be  credited  with  190  Hours  of
                        Employment  if under  Section  1.01(o) of the  Prototype
                        Plan such  employee  would be credited with at least one
                        Hour of Employment during the month.

17. ELIGIBILITY SERVICE (Sections 1.01(bb) and 2.02(c) of the Prototype Plan)
    -------------------

      A year of  Eligibility  Service is credited to a Participant at the end of
      each computation period in which the Participant is credited with at least
      1,000 Hours of  Employment.  The first  computation  period used to credit
      Eligibility  Service shall be the 12 consecutive month period beginning on
      his date of employment.

      Complete A and B.  Complete C, if applicable.

      A. The second and all succeeding computation periods used to credit
         Eligibility Service shall be:

          ( x ) the Plan Year.

          (   )  the 12 consecutive month period beginning with each anniversary
                 date of employment.

      B.  (   )  The Rule of Parity shall not apply to  Eligibility  Service.
                                    ---------
                 This means that if a former  employee is  reemployed by

                 the Employer after incurring a Break in Service,  he shall,
                 in all cases,  receive credit upon his  reemployment  for
                 ------------
                 his Eligibility Service earned prior to such Break in Service.
(   )  A Pre-1985  Rule of Parity shall apply to Eligibility  Service.
                                            -----
                 This means  pre-1985  Eligibility  Service will be

                 disregarded under the prior rules and a Rule of Parity will not
                                                                             ---
                 apply  thereafter.  (Optional  only for a Plan whose
                 original effective date is before January 1, 1985)

          ( x )  A Pre- and Post-1985  Rule of Parity shall apply to Eligibility
                                                      -----
                 Service.  This allows a plan to disregard  pre-1985

                 Eligibility  Service  under prior  rules (if the Plan was in
                 effect)  and to  disregard  any  subsequent  Eligibility
                 Service under the new 5 consecutive break-in-service rule.
                 (Optional for any Plan)

       C.  Service  with Union  County  National  Bank of Liberty,  First United
           Bank,  Randolph County Bank,  Pendleton  Banking  Company,  and First
           Merchants  Bank shall be  considered  Service  with the  Employer for
           purposes of determining Eligibility Service.
           (Optional for any Plan)

18. VESTING SERVICE  (Section 1.01(bb) of the Prototype Plan)
    ---------------

      A year of Vesting  Service is credited to a Participant for each Plan Year
      of  employment  in which the  Participant  is credited with at least 1,000
      Hours of Employment, subject to the following rules:

      Select one choice under A. Complete other applicable items.

      A.  (   )   The Rule of Parity shall not apply to Vesting Service.  This
                                     ---------
                  means that If a  former   employee  is  reemployed  by  the
                  Employer  after incurring a Break in Service, he shall, in all
                  cases,  receive credit upon his  reemployment  for his Vesting
                  Service earned prior to such Break in Service.

          (   )   A Pre-1985 Rule of Parity shall apply to Vesting Service.
                                            -----
                  This means pre-1985  Vesting Service will be disregarded
                  under the prior rules  and  a  Rule  of  Parity  will  not
                  apply  thereafter.  (Optional  only for a Plan whose  original
                  effective  date is before January 1, 1985)

          ( x )   A Pre- and  Post-1985  Rule of Parity  shall  apply to Vesting
                                                         -----
                  Service.  This  allows a plan to  disregard  pre-1985
                  Vesting  Service under prior rules (if the Plan was in effect)
                  and to disregard any subsequent  Vesting Service under the new
                  5 consecutive break-in-service rule.  (Optional for any Plan)

       B.         If the Plan was  established  prior to the  effective  date of
                  ERISA, then  Participant's  employment with the Employer which
                  occurred  prior to incurring a pre-ERISA  break in service |_|
                  shall  |_|  shall  not  be  considered   for  the  purpose  of
                  determining his Vesting Service. (Required for a pre-1975 Plan
                  with an original Effective Date prior to 1976)
C.         Service  with Union  County  National  Bank of Liberty,  First
                  United Bank, Randolph County Bank, Pendleton Banking Company &
                  First  Merchants Bank (insert name of predecessor  employer if
                  desired)  shall be  considered  Service  with the Employer for
                  purposes of  determining  Vesting  Service.  (Optional for any
                  Plan)

       D.         Service  prior to (insert  any date that is not later than the
                  Plan's original Effective Date, provided that this restriction
                  has always been in the Plan) shall not be counted as Vesting
                  Service  under the Plan.  (Optional for any Plan)

       E.         A Participant's employment for any period of time during which
                  the  Employer  did  not  maintain  this  Prototype  Plan  or a
                  predecessor plan |X| shall |_| shall not be considered for the
                  purpose of  determining  his  Vesting  Service.  Exclusion  of
                  service  under this  paragraph  may require  demonstration  of
                  nondiscrimination by a turn over test.

       F.         Vesting Service earned before the Participant  attained age 18
                  (not more than age 18) shall be disregarded in determining his
                  vested  percentage.  Any Vesting Service  disregarded prior to
                  age 22 during  Plan Years  beginning  on or before  January 1,
                  1985,  may  continue to be  disregarded.  Exclusion of service
                  under   this   paragraph   may   require    demonstration   of
                  nondiscrimination by a turn over test.

19. LIFE INSURANCE  (Section 4.06 of the Prototype Plan)
    --------------

      Select A or B.

      A.  (   ) The Employer elects to make the purchase of individual contracts
                of life insurance available to Participants,  subject to the
                overall limits set forth in Section 4.06 of the Prototype Plan.

      B.  ( x ) The Employer elects not to make the purchase of individual
                contracts of life insurance available to Participants.

      In the case of an Owner Employee or Partner Employee,  contributions which
      are allocable to life,  accident,  health or other insurance  premiums may
      not be deductible.

      If  insurance  is  purchased  under the  Plan,  then the  Employer  should
      instruct the Trustee  regarding how  insurance  premiums are to be charged
      against the  Participant's  account balance and how the allocation of gain
      or loss to such account  should be  adjusted.  If a  Participant  has life
      insurance in the Plan, the Participant may take the life insurance as part
      of his distribution  (with spousal consent required if Section 6.02 of the
      Prototype Plan applies).
20. LOANS  (Section 4.08 of the Prototype Plan)
    -----

      Select A or B.

      A.  (   )   Employees  participating  in the Plan shall be  permitted to
                  apply for loans in  accordance  with Section 4.08 of the
                  Prototype Plan.  The maximum number of loans that any
                  Participant may have outstanding at any time shall be ----- .
                  The minimum amount of a loan shall be $            (insert
                                                         -----------
                  any  desired  minimum  equal to or less than  $1,000).
                  Loans shall be treated as

                  |_|      a segregated portion of the Participant's Account(s).

                  |_|      a general asset of the Trust Fund.

      B.  ( x )   Employees participating in the Plan shall not be permitted to
                                                      ---------
                  apply for loans.

      NOTE:  Loans cannot be permitted by the Employer to a  Participant  in the
      Plan  who  is an  Owner  Employee  or if the  Employer  is an  electing  S
      corporation  to a  Participant  who owns  more  than 5% of the  Employer's
      outstanding stock.

21. HARDSHIP WITHDRAWALS  (Section 14.07 of the Prototype Plan)
    --------------------

      Hardship  withdrawals  |_| shall not |X| shall be permitted in  accordance
      with Section 14.07 of the Prototype Plan and the following  election(s) in
      this Joinder  Agreement.  Also note that if loans are permitted in Item 20
      of this Joinder  Agreement,  the maximum number of loans permitted must be
      exhausted before a hardship withdrawal can be permitted.

      If hardship  withdrawals are permitted,  then they shall only be available
      from the following  Account(s) (may choose both), and the amount available
      from those  Accounts  may be further  limited or not  available  at all as
      provided in Section 14.07 of the Prototype Plan:

                  ( x )    Salary Savings Account

                  (   )    vested portion of Regular Account

22. INVESTMENT OPTIONS  (Section 7.03 of the Prototype Plan)
    ------------------

      Select A or B.

      A.  (   )   Employees participating in the Plan shall not be permitted to
                                                      ---------
                  direct investment of their Account(s).
B.  ( x )   Employees  participating  in the Plan shall be permitted to
                                                        -----
                  direct  investment of their Account(s) as follows (select
                  one or both):

                      (   )  All  Participants who are within 5 years of  Normal
                             Retirement  Age as  specified  in Item 5(A) of this
                             Joinder  Agreement  (whether or not they are still
                             employed by the Employer)  shall be permitted to
                             direct investment of all their Accounts in any
                                                  ---
                             special  investment fund made available to them in
                             accordance with rules adopted by the Employer.

                      ( x )  All  Participants  shall be permitted to direct
                             investment  of the following  Account(s)  among the
                             investment   funds  made   available   to  them  in
                             accordance  with rules  adopted by the  Employer of
                             the  following  Account(s)  (select  one or more if
                             this item is applicable):

                                     ( x )  Salary Savings Account

                                     (   )  Nondeductible Employee Contribution
                                            Account

                                     ( x )  Regular Account

                                     ( x )  Rollover Account

                                     ( x )  Direct Transfer Account

                                     ( x )  Fail-Safe Account

23. DISABILITY  (Section 1.01(f) of the Prototype Plan)
    ----------

      Complete A and B.

    A. Definition of Disability (select one, if desired)
       ------------------------

             1.  (   )  "Disability"  means a disability as determined for
                        purposes of the Federal Social  Security Act which
                        qualifies the Participant for permanent disability
                        insurance payments in accordance with such Act.

             2.  ( x )  "Disability" means a disability  determined on the
                        basis of medical  evidence  satisfactory to the Employer
                        which  prevents  the  Participant  from  performing  the
                        ordinary   functions  of  this  regular   employment  or
                        occupation with the Employer.

             3.  (   )  "Disability" has no meaning under the Prototype Plan.

    B. Continued Payments to Non-Highly Compensated Participants Who Are
       Disabled Under Social Security Definition
       -----------------------------------------
If a Social  Security  definition of Disability is used under the Plan
          by electing  A(1)  above,  then the  Employer  |_| shall |_| shall not
          continue to make  contributions on behalf of a non-highly  compensated
          disabled  Participant for each Plan Year that the Participant is still
          disabled  and  under  the  age of  years.  (If  this  sentence  is not
          completed, then no such contributions shall be made.)

24. LIMITATIONS ON ALLOCATIONS  (Section 11.02, 11.03, 11.04 and 12.05 of the
    --------------------------
      Prototype Plan)

      (If the Employer  maintains or ever maintained  another  qualified plan in
      which  any  Participant  in this  Plan is or was a  participant  or  could
      possibly become a participant,  the Employer must complete the appropriate
      parts of this Item 24. The Employer  must also complete this Item 24 if it
      maintains  a welfare  benefit  fund,  as defined in Section  419(e) of the
      Internal  Revenue Code, or an individual  medical  account,  as defined in
      Section  415(1)(2) of the Internal  Revenue Code,  under which amounts are
      treated as Annual Additions with respect to any Participant in this Plan.)

      A. If the Participant is covered by another qualified defined contribution
         plan maintained by the Employer,  other than a Master or Prototype Plan
         (Section 11.03 of the Prototype Plan):

         (   ) The provisions of Section 11.02(d), (e) and (f) of the Prototype
               Plan regarding  the  treatment of amounts in excess of the Annual
               Addition  limits  shall  apply as if the  other  plan were a
               Master or Prototype  Plan.  (The  preceding  sentence  shall
               apply if no method is indicated in the following sentence.)

         (   ) Excess amounts shall be disposed of as follows:
               -----------------------------------------------------------------
               -----------------------------------------------------------------
               (Provide  the method  under which the plans will limit total
               Annual Additions to the Maximum  Permissible Amount and will
               properly  reduce any Excess  Amount,  without  any  Employer
               discretion.)

      B.      If the  Participant is or has ever been a participant in a defined
              benefit plan maintained by the Employer (or by certain predecessor
              employers),  the  Combined  Plan  Limitation  described in Section
              11.04 of the Prototype Plan shall be met as follows (Section 11.04
              of the Prototype Plan):  reduction in the  Participant's  benefits
              under the Defined Benefit Plan.

      C.      If the Employer  maintains both defined  contribution  and defined
              benefit  plans  and  the  Employer   wants  to  use  125%  in  the
              denominator   of  the  Defined   Benefit   Fraction   and  Defined
              Contribution  Fraction in calculating  the benefit  limitations of
              Section 11.04 of the Prototype  Plan when the plans are Top-Heavy,
              then the  minimum  allocation  referred  to in Item  11(D) of this
              Joinder  Agreement must comply with Section 12.05 of the Prototype
              Plan.
25. PROVISIONS RELATING TO PRIOR PLAN  (Section 9.10 of the Prototype Plan)
    ---------------------------------

      Complete  this Item 25 only if the  Employer's  execution  of this Joinder
      Agreement  constitutes an amendment of some Prior Plan,  including a prior
      joinder agreement for this Prototype Plan.

             ( x )   The   computation  of  Vesting  Service  under  Section
                     1.01(bb) of the Prototype  Plan is at least as generous for
                     all  Participants  as the Prior Plan,  and Section  9.10(b)
                     shall not be applicable to the  Employer's  Plan created by
                     adopting this Prototype Plan.

             (   )   Because of a difference  in  computation  periods or some
                     other  difference in  determining  Service under such Prior
                     Plan, Section 9.10(b) shall be applicable to the Employer's
                     Plan created by adopting this Prototype Plan.

      If the Limitation Year is changed, special rules may apply as set forth in
      Sections  9.10(b) and 11.05(i) of the Prototype Plan.  Also, see Item 7 of
      the Joinder  Agreement  results in the  elimination of an optional form of
      payment.

26. AGENT FOR SERVICE OF LEGAL PROCESS

    The agent for service of legal process with respect to the Employer's Plan
    shall be:

      Name:                First Merchants Corporation

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1500

27. PLAN ADMINISTRATOR

    The Employer's plan administrator (who is authorized to issue instructions
    to the Trustee) shall be:

      Name:                First Merchants Corporation

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1500
28. TRUSTEE

      The Trustee shall be:

      Name:                First Merchants Bank, N.A.

      Address:             200 East Jackson Street
                           Muncie, IN  47305-2814

      Telephone:           (765) 747-1339

29. DOMESTIC RELATIONS ORDERS  (Section 9.14 of the Prototype Plan)
    -------------------------

      Payment to an alternate payee pursuant to a Qualified  Domestic  Relations
Order may be made (select one):

           ( x )  only  after  the  Employer  determines  the  order  to be
                  qualified  and after the  Participant  has  attained  Earliest
                  Retirement Age (as defined in Section 9.14(e) of the Prototype
                  Plan).  This means that payment cannot be made to an alternate
                  payee  until  after  the  Participant  either  has  terminated
                  employment or has attained age 50.

           (   )  at any date after the order is determined  to be  qualified,
                  even though the  Participant  is still  employed by the
                  Employer and has not yet attained age 50. However,  the
                  alternate  payee's written consent to the payment is required
                  if the amount payable  exceeds  $3,500 and is to be paid while
                  the  Participant is still employed by the Employer and
                  under age 50.  Any such consent must be witnessed by a Plan
                  representative or a notary public.

DISCLAIMER AND WARNING

         This Joinder  Agreement  and the  Prototype  Plan are furnished for the
consideration of the Employer and its legal and financial advisors.  The Sponsor
advises the Employer to consult with its own attorney and financial  advisors on
the legal and tax  implications  of this Prototype  Plan and Joinder  Agreement.
Nothing herein should be construed as constituting legal or tax advise.

         Failure to fill out the Joinder  Agreement  properly  may result in the
disqualification  of the Plan. The Sponsor disclaims any  responsibility for any
adverse  consequences  that may arise due to the Employer's  failure to properly
complete the Joinder Agreement.

         The execution of this Joinder Agreement incorporates the provisions set
forth above in First Merchants Bank,  N.A.  Prototype Plan and Trust  Agreement,
and supersedes any Joinder  Agreement  previously in effect with respect to this
Employer.
FIRST MERCHANTS CORPORATION OF
                                 MUNCIE, INDIANA

Dated: 12/31/98                  By /s/Stefan S. Anderson, Chairman
       --------                    --------------------------------
                                              "Employer"

ATTEST:

/s/Sheilah M. Doyle
-------------------
First Merchants Bank, N.A., Indiana, as Trustee, hereby accepts the Trust
 created herein.

                                            FIRST MERCHANTS BANK, N.A.

                                            By /s/L. I. Villegas, Vice President
                                               ---------------------------------
                                                          "Trustee"

ATTEST:

/s/ Mary Terhune
----------------

                           SPECIAL INSTRUCTIONS ABOUT

SUBMISSION TO INTERNAL REVENUE SERVICE

The adopting  Employer may not rely on an opinion  letter issued by the National
Office of the Internal  Revenue  Service as evidence  that the plan is qualified
under Section 401 of the Internal Revenue Code. In order to obtain reliance with
respect to plan  qualification,  the Employer must apply to the  appropriate key
district officer for a determination letter.

When  submitting  this Joinder  Agreement to the  appropriate  Internal  Revenue
Service Key District  Director for a  determination  letter,  the Employer  must
include  the  adoption  agreement  for all its  qualified  master and  prototype
defined  contribution  and defined benefit plans,  and a copy of the Section 415
provisions  in  any  individually-designed  qualified  defined  contribution  or
defined benefit plan.

ADDITIONAL INFORMATION ABOUT THE PROTOTYPE PLAN

     1.       This Joinder Agreement may only be used in conjunction with basic
              plan document #01.

     2.       This Joinder  Agreement and the  accompanying  Prototype  Plan may
              only be used by an  adopting  employer  with  the  consent  of the
              Sponsor.  Any  questions  about  the Plan may be  directed  to the
              Sponsor at the following address or telephone number:

                                    First Merchants Bank, N.A.
                                    200 East Jackson Street
                                    Muncie, IN  47305-2814
                                    Telephone: (765) 747-1339
The above information can be updated from time to time by revising
              the above and providing notice to any current adopting Employer.

     3.       The Sponsor will notify any  Employer  (that it has accepted as an
              adopting  Employer of the Prototype  Plan) of any amendments  that
              the  Sponsor  may  adopt  with  regard  to  the  Plan  or  of  its
              discontinuance or abandonment of the Prototype Plan.

     4.       Any  alteration  or addition of choices  available in this Joinder
              Agreement  may result in an  Employer's  Plan being treated by the
              Internal  Revenue  Service as an  individually  designed plan that
              should seek a determination letter on Form 5301.

     5.       The Sponsor is using this Joinder Agreement  and the  accompanying
              Prototype  Plan for its  adopting  employers  with the
              permission of McCready and Keene,  Inc.  (Actuaries  and Employee
              Benefit  Consultants),  P.O. Box 50460,  Indianapolis,
              Indiana  46250.  The format of this Joinder  Agreement and the
              accompanying  Prototype Plan may not be used by any other
              sponsoring  organization  without the written  permission  of
              McCready  and Keene,  Inc.  McCready and Keene,  Inc.,  has
              submitted this plan for IRS approval in  conjunction  with the IRS
              Mass Submitter  Program  pursuant to Rev. Proc.  89-9.
              McCready and Keene, Inc., shall have no further  responsibility
              with regard to this Joinder Agreement after it makes any
              changes required by the IRS in connection with such submission.
FIRST MERCHANTS CORPORATION

                             RETIREMENT SAVINGS PLAN

                            SUMMARY PLAN DESCRIPTION

                                  INTRODUCTION

         First  Merchants  Corporation  (the  "employer")  maintains  the  First
Merchants  Corporation  Retirement  Savings Plan (the "plan") for the purpose of
providing  you  with  retirement  benefits.  (This  plan is in  addition  to the
employer's  defined  benefit  pension  plan.) The purpose of this document is to
acquaint you with the provisions of the plan and to advise you of your rights as
a participant under the plan.

         The actual  plan  document  is a detailed  legal  document,  written in
accordance  with federal law.  Should this summary of the plan differ in any way
from the provisions of the plan,  the terms of the plan  document,  and not this
summary, will govern.

         This  summary  of the plan is based on the plan as  restated  effective
January  1,  1998.  On August 8, 2000,  the Board of  Directors  voted to add an
additional  investment  option of  employer  common  stock to the plan's menu of
investment options This Summary Plan Description generally only applies to those
participants  employed on or after January 1, 2001.  However, if you quit before
January  1,  2001,  and still have a vested  account  balance in this plan,  the
payment of your  account  balance  will be governed by the terms of this Summary
Plan Description.

         All references to "employer" shall include any adopting  employer noted
on page 4, unless specifically indicated otherwise.
TABLE OF CONTENTS

Introduction                                                   2

Table of Contents                                              3

Important Information                                          4

Participation                                                  6

Your Contributions                                             6

The Employer's Contributions                                   8

Your Accounts and Plan Accounting                              9

Vesting Rules                                                 11

Distributions                                                 12

Loans and Withdrawals                                         13

Miscellaneous                                                 14

Claims Procedure                                              15

ERISA Rights                                                  16
IMPORTANT INFORMATION

Sponsoring Employer:       First Merchants Corporation
                           200 East Jackson Street
                           Muncie, Indiana  47305-2814
                           EIN:    35-1544218
                           Phone:  765.747.1500

Adopting Employers:        First Merchants Bank, N.A.
                           200 East Jackson Street
                           Muncie, Indiana 47305-2814 EIN: 35-0508403

                           First United Bank
                           790 Mill Street
                           Middletown,    Indiana    47356-9302
                           EIN:    35-0303750

                           Randolph County Bank
                           Post Office Box 67
                           Winchester, Indiana  47394-0067
                           EIN:  35-0600850

                           Union County  National  Bank of Liberty Post
                           Office Box 217 Liberty,  Indiana  47352-0217
                           EIN:  35-1721690

                           Madison Community Bank
                           Post Office Box 1368
                           Anderson, Indiana  46015-1368
                           EIN:  35-0574300

                           The First National Bank of Portland 112 West
                           Main  Street  Portland,  Indiana  47371
                           EIN:  35-0310290

                           Decatur Bank & Trust  Company 520 North 13th
                           Street Post Office Box 988 Decatur, IN 46733
                           EIN:  35-1128432
Name of Plan:             First Merchants Corporation Retirement Savings Plan

Plan Number:              002

Type of Plan:             Profit sharing plan with 401(k) feature

Plan Year:                January 1 to December 31

Type of Administration:   The plan  administrator is the sponsoring  employer.
                          The plan  administrator  administers the plan
                          according to the terms of the plan and trust.

Name, Address and Telephone Number of Trustee:

                          First Merchants Bank, N.A.
                          200 East Jackson Street
                          Muncie, Indiana 47305-2814
                          Phone: 765.747.1500

Service of Legal Process: Legal process may be served upon the plan
                          administrator or the trustee.
PARTICIPATION

Can I participate in this plan?

      Yes, all employees of the employer  (including all adopting employers) are
      eligible to  participate  in the plan.  Leased  employees and  independent
      contractors are not eligible to participate in this plan.

When can I participate in this plan?

      You will become a participant  in the plan on the January 1, April 1, July
      1, or  October  1  coincident  with or next  following  the  date you have
      attained age 21 and have completed one year of eligibility service. A year
      of eligibility  service means a 12-month  period in which you are credited
      with 1,000 hours.  The 12-month  period is measured from your date of hire
      or any subsequent  calendar year. (Note: If you worked for a bank that was
      acquired by First Merchants Corporation, that prior service will generally
      be counted as eligibility service for purposes of this plan.)

      Example:  You are age 25 and are  hired  on  August  1,  2000.  If you are
      credited  with  1,000  hours by July  31,  2001,  then  you will  become a
      participant in the plan on October 1, 2001.

What happens if I quit working?

      Once you stop working for the employer,  you will remain a participant  in
      the plan until you receive your vested account  balance.  If you are later
      rehired,  you will  generally  participate  immediately  upon your  rehire
      unless you were not vested in any  portion of your  employer  contribution
      account when you quit. If you quit before you ever became a participant in
      this plan and are later  rehired,  you will  generally be treated as a new
      employee.  Because of these  complicated  rules,  you should ask the Human
      Resources Department for specific information on your participation in the
      plan in the event you are rehired.

YOUR CONTRIBUTIONS

Can I make contributions to the plan?

      Yes. If you wish, you may make  "before-tax"  contributions to the plan by
      electing (on a form provided by the employer) to reduce your  compensation
      by a designated  whole  percentage from 1% to 15%, or in any dollar amount
      (provided  it does not  exceed  15% of your  compensation).  This  amount,
      called a "401(k) deferral" or a "401(k) contribution," will be contributed
      to the plan by your  employer.  The  contributions  you  make  will not be
      subject to federal  income tax until they are actually paid to you.  These
      amounts will, however, be subject to Social Security
(FICA) taxes like all other  compensation from the employer.  For purposes
      of making 401(k)  contributions,  your  compensation  is based on all your
      earnings,  including  401(k)  deferrals  and  section 125  cafeteria  plan
      contributions.

Can I change the amount I contribute to the plan?

      Yes. You may change the percentage of your 401(k)  contributions by filing
      a new election form with the  employer.  You may change your deferral rate
      only as of the first  day of each  quarter,  but you can stop your  401(k)
      contributions  at any time.  Your  request  will be  processed  as soon as
      possible  thereafter,  but  you  should  allow  approximately  10  days to
      complete the change. Your 401(k) contributions will only be made by way of
      payroll deduction.  Forms to make these elections may be obtained from the
      Human  Resources  Department  and  contain the rules for the timing of the
      elections.

How much can I contribute to the plan?

      Federal  law  limits the  amount of 401(k)  deferrals  you can make in any
      calendar  year.  For the year 2001,  the maximum  deferral you can make is
      $10,500.  (The limit will be increased in future years in accordance  with
      cost-of-living  adjustments  published  by the IRS.) This limit,  however,
      applies to all  contributions  you make to all plans (including any 403(b)
      plan) in a calendar  year on a  before-tax  basis.  Therefore,  if you are
      employed by another employer and have pre-tax  contributions  made on your
      behalf to another  plan,  you must inform the Human  Resources  Department
      before  March 1 of the  following  year and direct them to have the excess
      (if  any)  returned  to you by  April 15 so as to  avoid  any  income  tax
      penalties.

      Section 415 of the  Internal  Revenue Code also limits the amount of total
      contributions  that can be added to your accounts for any year.  Beginning
      in  1998,   contributions   to  the  plan  (both   employer  and  employee
      contributions)  cannot exceed the lesser of 25% of your total compensation
      for the calendar year or $30,000. (This dollar amount will be increased as
      permitted   by  the  IRS   regulations   to  reflect  any   cost-of-living
      adjustments).  You will be  notified  if you exceed  these  limits in this
      plan.   If  you  exceed  the  limits,   then  a  portion  of  your  401(k)
      contributions  (plus  earnings)  will be  refunded  to you to correct  any
      excess.

      Also, certain IRS discrimination  testing may mean that highly compensated
      employees are limited in their 401(k)  contributions or may have a certain
      portion of their 401(k) contributions refunded to them. Highly compensated
      employees  are  generally  those  employees  who made  more  than  $85,000
      (increased periodically to reflect any cost-of-living  adjustments) in the
      prior  calendar year or any employee who owns more than 5% of the stock of
      the  employer.  If you  are  adversely  affected  by  this  discrimination
      testing, the employer will notify you.
Can I make a rollover contribution to the plan?

      Yes. You can make a rollover  contribution,  provided it is made within 60
      days  after you  receive  the  distribution.  You can even make a rollover
      contribution  to the plan prior to  becoming an actual  participant.  Only
      distributions from another qualified plan in which you participated can be
      rolled over to this plan (but not money from a tax-deferred annuity/403(b)
      plan).  Any rollover  contribution you make will be credited to a separate
      rollover account for you until you qualify for payment from this plan. You
      are always 100% vested in your rollover account.

      For more information on rollovers (or a direct  transfer),  please talk to
the Human Resources Department.

                          THE EMPLOYER'S CONTRIBUTIONS

What kinds of contributions will the employer make to this plan?

      The  employer  will  make a  matching  contribution  each  year.  No other
contributions are permitted under this plan.

What is the matching contribution?

      The  matching  contribution  is based on your  401(k)  contributions  each
      calendar year. The rate of matching  contributions  is currently  fixed at
      25%, and the amount of your 401(k)  contributions  that are eligible for a
      match is limited to 5% of your  compensation.  This means that the maximum
      matching  contribution  that  you  receive  is  limited  to  1.25% of your
      compensation  (5% x 25%),  provided  you are  deferring  at the rate of at
      least 5%.

      In order to receive a matching  contribution on your 401(k) contributions,
      you must make 401(k)  deferrals during the calendar year. Even if you quit
      or  retire   during  the  year,   you  will  be  entitled  to  a  matching
      contribution.

      The matching contribution will be allocated based on your compensation for
      the period of time in which you were an eligible  participant in the plan.
      This means that compensation prior to your participation date is excluded.
      Your  compensation is based on your taxable earnings  reported in Box 1 of
      Form W-2 for the calendar year, plus any 401(k)  contributions and section
      125 cafeteria plan contributions, but excludes commissions and bonuses. In
      addition,  compensation in excess of $170,000 cannot be considered for the
      2001 calendar year. (This  compensation  cap is increased  periodically by
      the IRS based on cost-of-living increases.)
Example:  You contribute $1,000 in 401(k)  contributions for the year, and
      your compensation for the year 2000 (exclusive of bonuses and commissions)
      is $20,000. Your account would be credited with a matching contribution of
      $250 (25% x $1,000).  Any 401(k)  contributions in excess of $1,000 (5% of
      $20,000) would not be eligible for a match under the plan.

                        YOUR ACCOUNTS AND PLAN ACCOUNTING

Where do my contributions go?

      After your 401(k) deferrals are deducted from your paycheck,  the employer
      sends them immediately to First Merchants Bank,  N.A., for investment.  By
      law, the matching  contributions do not have to be deposited until the due
      date  of  the  employer's   tax  return  for  that  year   (including  any
      extensions). However, it is the employer's current practice to deposit the
      matching contribution on a quarterly basis.

Can I direct where my accounts are invested?

      Yes. You may direct the investment of your accounts,  in increments of 5%,
      on a quarterly basis. You will be given  information  about the investment
      funds that are available in the trust fund at the time you enroll and once
      a year thereafter (or more frequently upon your request).  Currently,  the
      following funds are made available to you:

                                    FMB Income Fund (bonds)
                                    FMB Growth Fund (stocks)
                                    FMB Managed Fund
                                    FMB Fixed Value Fund
                                    Small Company Equity Fund
                                    International Equity Fund

      As of January 1, 2001, an employer stock fund is also being made available
      to you as an  investment  option.  This  fund  consists  solely  of  First
      Merchants  Corporation  common  stock.  You can  invest  up to 25% of your
      current  account  balance  in this stock  fund,  and you can also elect to
      invest  up to 25% of  future  contributions  (401(k)  deferrals,  matching
      contributions,  and any rollover money) in employer stock. (Note: There is
      no percentage limitation or restriction as to your investment in the other
      funds made available under this plan.)

                  The  employer  intends  that the plan (except for the employer
         stock  fund)  comply with  Section  404(c) of the  Employee  Retirement
         Income  Security  Act of 1974,  as  amended  (ERISA),  which  makes you
         responsible  for your own directed  investments.  Compliance with these
         rules  and  regulations  shifts  investment  responsibility  (including
         liability for any losses) from the employer and trustee to you. Contact
         the Human  Resources  Department if you have  questions  about directed
         investments under the plan or if you need additional  information about
         the plan's investment funds.
Do I have to invest any portion of my accounts in employer stock?

         No! Whether you invest any portion of your account  balance in employer
         stock is  totally  your  decision.  If you are  still  employed  by the
         employer,  your  decision  will  in no way  have  any  bearing  on your
         employment relationship.  Further, the employer is committed to keeping
         all your investment decisions confidential.

         To that  end,  investment  election  forms  will be  maintained  in the
         trustee's  trust  department  with  access  limited  to only  the  Vice
         President & Employee Benefits Officer, and the Record-keeping  Manager.
         Further,  when such  investment  elections  are entered into the plan's
         computerized  data bank,  there is a security  code  feature  that only
         these individuals have access to. Management and the Board of Directors
         will not be allowed to access  (nor  request  reports  of)  information
         regarding any  participant's  individual  elections in employer  stock.
         However,  the total  investment in employer common stock under the plan
         will be reported on the  employer's  Form 5500 filing that is sent each
         year to the Department of Labor.  Periodically,  the Board of Directors
         and executive  management  will be provided with  information as to the
         aggregate investment of accounts in employer stock.

Do I have any shareholder rights with respect to such stock?

         Yes. Once employer stock is allocated to your account,  then you become
         an  indirect  First  Merchants  shareholder.  Any  dividends  paid with
         respect to such stock will be credited to your employer  stock account.
         Also, any voting rights (such as the election of the Board of Directors
         tender  offers,  etc.) will be passed  through to you. You will receive
         the same information and have the same rights as if you owned the stock
         directly.

How often will I receive a statement of my accounts?

         After the end of each quarter, you will receive a statement showing the
         beginning balance of your accounts,  your  contributions,  the employer
         contributions, rollover contributions (if any), investment earnings for
         the period, and your ending balance.  However, we specifically  reserve
         the right to make  corrections  on your  statement.  If you  notice any
         errors on your statement, please contact the Human Resources Department
         immediately.
How are my accounts credited with trust gain or loss?

      The investment  gain or loss for the plan year for each fund is determined
      and  allocated on a quarterly  basis.  The employer  stock account will be
      valued based on the stock's  closing price on NASDAQ as of the last day of
      the quarter (March 31, June 30, September 30, or December 31).

                                                                VESTING RULES

When am I "vested" in my accounts?

      Your are always 100% vested in your 401(k)  contribution  account and your
      rollover account.  "Vested" means you have a legal right to the money that
      can never be taken  away.  (But  remember,  the plan has other  rules that
      control when the money can actually be paid to you from the plan.)

      Your matching  contribution  account under the plan becomes  vested if you
      die, become disabled,  or reach normal retirement age while still employed
      by  the  employer.   "Normal   retirement  age"  is  your  65th  birthday.
      "Disability" means a mental or physical  disability  resulting from bodily
      injury, disease, or mental disorder which prevents you from continuing any
      gainful  occupation with the employer.  Disability is determined solely by
      the employer based on medical evidence.

      You can also become vested in your matching  contribution account based on
      the number of years of vesting service you complete, as follows:

                Years of Vesting Service                    Vested Percentage

                    Less than 1 year                                    0%
                     1 year                                            20%
                     2 years                                           40%
                     3 years                                           60%
                     4 years                                           80%
                     5 years or more                                  100%

      The  portion  that is  forfeited  (if any) when you quit  will be  applied
      towards the employer's matching contribution for other participants.
How is my vesting service determined?

      You earn one year of vesting  service for each  calendar year in which you
      work at  least  1,000  hours  for any  adopting  employer.  In all  cases,
      however,  service  prior to age 18 is not counted.  (Note:  In most cases,
      prior  service with an acquired  bank will count as vesting  service under
      this plan.)

How are my hours determined?

      For  purposes of the plan,  you earn an hour for each hour you are paid by
      the employer.  You also earn an hour for each hour of paid absences  (such
      as vacation,  holidays,  illness,  or other  absences that are paid by the
      employer but you do not actually work). However, you cannot earn more than
      501 hours for any period during which you do not actually work.

Can I lose my vesting service?

      Yes,  in certain  circumstances.  However,  if you are at least  partially
      vested in your matching  contribution  account when you quit, then you can
      never lose your prior vesting  service if you are rehired.  Please ask the
      Human  Resources  Department for  information if this affects you when you
      are rehired.

Can I have my forfeitures restored?

      Yes. If you are rehired before incurring 5 one-year breaks in service, you
      can have any forfeited amounts restored to your account provided you repay
      to the plan the total amount of your prior payment from the plan. (A break
      in service is any calendar  year in which you are credited  with 500 hours
      of service or less.) This  repayment  will be  credited  to your  accounts
      under  the  plan.  If you are  rehired,  please  ask the  Human  Resources
      Department for more information if you think this applies to you.

                                  DISTRIBUTIONS

When can I be paid?

      Payment  can  generally  only be  made  after  you  stop  working  for the
      employer. Upon your retirement,  death, disability or other termination of
      employment,  payment  of  your  vested  accounts  under  the  plan  can be
      processed  after the next  quarterly  valuation  date  (March 31, June 30,
      September 30, and December 31).

      Example:  If you quit on October 15, 2000, you can  immediately  request a
      payment  from the plan.  However,  your  request for  payment  will not be
      processed  until the December 31, 2000  valuation is completed in February
      of 2001.  You will not share in any earnings (or loss) after  December 31,
      2000 if you are paid in the first quarter of 2001.
You may elect to defer your payment,  but generally not beyond the April 1
      of the calendar year  following the later of 1) the calendar year in which
      you attain age 70-1/2 or 2) the calendar year in which you quit or retire.
      A form for  making an  election  on the timing and form of payment of your
      plan benefits is available from the Human Resources Department.

How will I be paid?

      If your vested account balance does not exceed $5,000,  your benefits will
      be paid in a single payment via check. If you make a timely election,  you
      can also elect a direct rollover to an IRA (individual retirement account)
      or to another qualified employer retirement plan.

      If your account balance exceeds  $5,000,  you have three payment  options:
      cash payment (via check), direct rollover to an IRA (individual retirement
      account) or to another qualified employer  retirement plan, or installment
      payments.

What happens to my money if I die before I am paid?

      If you die, your vested  account  balance will be paid to your  designated
      beneficiary   or   beneficiaries.   If  you  have  not  properly  named  a
      beneficiary,  or you fail to name  someone,  then  the plan  will pay your
      account  balance to your  surviving  spouse.  If you do not have a spouse,
      then it will be paid to your  descendants,  per  stirpes.  If you  have no
      descendants, then your account balance will be paid to your estate.

Whom may I name as my beneficiary?

      If you are  single,  you may name anyone as your  beneficiary.  If you are
      married,  your spouse is automatically your beneficiary.  However, you may
      name a nonspouse  beneficiary  provided  your spouse  consents in writing.
      Your  spouse's  consent  must be  witnessed  by a  notary  public  or plan
      representative.  If you divorce,  your  designation  of a former spouse as
      beneficiary  will  generally  remain  in  effect  until  you  revoke it or
      remarry.

                              LOANS AND WITHDRAWALS

Can I request a loan from the plan?

       No.

If I am still working, can I withdraw my money from the plan?

       No. You  generally  must stop  working for the  employer in order to
       receive  payment  from the plan.  However,  the plan does provide for
       withdrawals if you have a "hardship."

When can I have a hardship withdrawal?
If you need funds for the  purchase  of a  principal  residence,  college
       education  expenses,  medical  expenses,  or to avoid  eviction from your
       home,  you may  qualify  for a  hardship  withdrawal.  You  will  need to
       demonstrate,  however,  that  you  have  satisfied  the  criteria  for  a
       "hardship"  and that funds are not  readily  available  to you from other
       sources.  Only  your  401(k)  contributions  (without  earnings)  can  be
       withdrawn.  The law also requires  that your 401(k)  deferrals be stopped
       for 12 months after the withdrawal.

Is a withdrawal subject to income tax?

       Yes. A withdrawal  is subject to regular  federal and state income taxes,
       as well as an early  distribution  10%  excise  tax if you are  under age
       59-1/2.  Tax  information  will  be  given  to  you at  the  time  of any
       withdrawal.  You are also encouraged to talk to your personal tax advisor
       for specific information.

                                  MISCELLANEOUS

Can my account balance be affected by a divorce decree?

        Yes, if the employer  determines  the domestic  relations  order to be a
        "qualified"  order. If the employer receives a domestic  relations order
        requiring  payment of all, or any portion,  of your account balance to a
        former spouse or child,  the employer  will decide  whether the order is
        "qualified"  under  complicated  IRS rules.  Any amounts paid under this
        type of order  will be  subtracted  from your  account  balance.  (Note:
        Payment under a qualified domestic relations order can generally only be
        made  after  you quit or reach  age 50.) You  should  contact  the Human
        Resources Department  immediately if you have concerns about a potential
        order.

What happens if I have a period of military service?

        If you are rehired by the  employer  within 90 days of being  discharged
        from the military, IRS rules permit you to make up your 401(k) deferrals
        that you could  not make  while  you were in the  military.  If you make
        401(k)   deferrals   for  the  period  you  were  gone,   then  matching
        contributions from the employer will also be made up for you. If you are
        a veteran  who has been  rehired,  please  contact  the Human  Resources
        Department for more information about your rights.

Can the plan be changed?

        Yes.  The  sponsoring  employer may amend the entire plan or any part of
        the plan at any time.  By doing so,  your  rights  under the plan may be
        either  enhanced or  diminished.  However,  no amendment may reduce your
        vested interest in the plan (determined on the date of the amendment) or
        divert any assets of the trust for purposes other than for the exclusive
        benefit of participants and their beneficiaries.
Can the employer terminate the plan?

        Yes. The  sponsoring  employer may terminate the plan at any time.  Upon
        termination of the plan,  all account  balances will become 100% vested.
        All account balances which were already fully vested at the time of plan
        termination  will remain fully  vested.  Upon  termination  of the plan,
        distribution  will  be  made  even  if you  are  still  employed  by the
        employer.

Is this plan insured by the government?

       No. This plan is a defined  contribution plan, also sometimes referred to
       as an  individual  account  plan,  and thus not  insured  by the  Pension
       Benefit Guaranty Corporation (PBGC).

                                CLAIMS PROCEDURE

How do I file a claim under the plan?

       All  claims  for  benefits  under the plan must be made in writing to the
       sponsoring employer (see page 4 for the address). The sponsoring employer
       has the  authority  to interpret  the plan and make  factual  findings to
       determine the benefits payable to you. Benefits under this plan will only
       be paid if the sponsoring employer decides in its discretion that you (or
       your beneficiary) are entitled to them.

       If the sponsoring employer believes your claim should be denied, you will
       be notified in writing of the denial within 90 days after the  sponsoring
       employer  receives  the  claim.  The notice  will set forth the  specific
       reasons  for the  denial and inform you of your right to request a review
       and reconsideration of the sponsoring employer's decision.

        If you believe you have  submitted  all of the  available  and  relevant
       information,  you (or if you desire to be represented,  your counsel) may
       appeal the  decision of the claim to the  sponsoring  employer  within 60
       days after the date of the denial.  The  sponsoring  employer will decide
       whether or not to approve the claim  within 60 days after  receipt of the
       request for review.  The  sponsoring  employer's  decision on review will
       again be in writing,  will include  specific reasons for the decision and
       will refer to pertinent  provisions  of the plan on which the decision is
       based.  The  sponsoring  employer's  decision  will be final and binding,
       unless determined to be arbitrary and capricious.
ERISA RIGHTS

Do I have any rights under the plan that are protected by law?

       As a  participant  in the plan,  you are  entitled to certain  rights and
       protections under ERISA.  ERISA provides that all plan participants shall
       be entitled to:

                (1) Examine all plan documents and copies of all documents filed
       with the U.S.  Department of Labor (such as detailed  annual  reports and
       plan descriptions) without charge at the sponsoring employer's office.

                (2)  Obtain  copies  of  all  plan   documents  and  other  plan
       information  by  submitting  a  written  request  to the  committee.  The
       sponsoring employer may make a reasonable charge for the copies.

                (3) Receive a summary of the plan's annual financial report. The
       sponsoring employer is required by law to furnish each participant with a
       copy of this summary annual report.

                (4) Obtain a  statement  telling  you  whether you have a vested
       right to your plan  benefits  and, if so, what your vested  benefits  are
       now. If you do not have a vested right to benefits,  the  statement  will
       tell you how many more years you must work to obtain a vested right. This
       statement  must be  requested  in writing and is not required to be given
       more than once a year. The sponsoring employer must provide the statement
       free of charge.

       In addition  to  creating  rights for plan  participants,  ERISA  imposes
       duties upon the people who are responsible for the operation of the plan.
       The people who operate your plan, called  "fiduciaries" of the plan, have
       a duty to do so  prudently  and in the  interest  of you and  other  plan
       participants and beneficiaries. No one, including your employer, may fire
       you or otherwise  discriminate against you in any way to prevent you from
       obtaining your plan benefit or exercising your rights under ERISA.
Under ERISA, there are steps you can take to enforce the above
                  rights.  For instance,  if you request materials from the plan
                  administrator  and do not receive them within 30 days, you may
                  file suit in a federal  court.  In such a case,  the court may
                  require the employer to provide the  materials  and pay you up
                  to $110 a day until you  receive  the  materials,  unless  the
                  materials  were not sent because of reasons beyond the control
                  of the  employer.  If you have a claim for  benefits  which is
                  denied or ignored, in whole or in part, you may file suit in a
                  state  or  federal  court.  If  it  should  happen  that  plan
                  fiduciaries   misuse   the  plan's   money,   or  if  you  are
                  discriminated  against for asserting your rights, you may seek
                  assistance from the U. S. Department of Labor, or you may file
                  suit in a federal court.  The court will decide who should pay
                  court costs and legal fees. If you are  successful,  the court
                  may order  the  person  you have  sued to pay these  costs and
                  fees. If you lose,  the court may order you to pay these costs
                  and fees, for example, if it finds your claim is frivolous.

       If you have any questions  about the plan,  you should  contact the Human
       Resources  Department.  If you have any questions about this statement or
       about your rights under ERISA,  you should  contact the nearest office of
       the Pension and  Welfare  Benefits  Administration,  U.S.  Department  of
       Labor,  listed in your  telephone  directory or the Division of Technical
       Assistance and Inquiries,  Pension and Welfare  Benefits  Administration,
       U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
       20210.
EXHIBIT 5.01
                 OPINION OF BINGHAM SUMMERS WELSH & SPILMAN, LLP

November 17, 2000

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

Gentlemen:

         We have  acted as counsel to First  Merchants  Corporation,  an Indiana
corporation  (the  "Company"),  in connection  with the filing of a Registration
Statement on Form S-8 (the  "Registration  Statement"),  with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  20,000  of the
Company's  authorized but unissued shares of common stock (the "Common  Shares")
issuable  under the First  Merchants  Corporation  Retirement  Savings Plan (the
"Plan").

         In connection therewith, we have investigated those questions of law as
we have deemed  necessary or appropriate  for purposes of this opinion.  We have
also  examined  originals,  or copies  certified or otherwise  identified to our
satisfaction,  of those documents,  corporate or other records, certificates and
other papers that we deemed  necessary to examine for purposes of this  opinion,
including:

         1.       The Company's Articles of Incorporation, together with
                  amendments thereto;

         2.       The Bylaws of the Company, as amended to date;

         3.       Resolutions  relating  to the  Plan  and  the  Common  Shares
                  adopted  by the  Company's  Board  of  Directors  (the
                  "Resolutions");

         4.       The Registration Statement; and

         5.       The Plan.

We have also relied,  without  investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.

         For purposes of this opinion,  we have assumed (i) the  genuineness  of
all signatures of all parties other than the Company;  (ii) the  authenticity of
all  documents  submitted to us as  originals  and the  conformity  to authentic
originals of all documents  submitted to us as certified or photostatic  copies;
(iii)  that  the  Resolutions  have  not and will  not be  amended,  altered  or
superseded prior to the issuance of the Common Shares;  and (iv) that no changes
will occur in the applicable law or the pertinent facts prior to the issuance of
the Common Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common Shares are validly authorized
and, when (a) the pertinent  provisions of the  Securities  Act and all relevant
state  securities  laws have been  complied  with and (b) the Common Shares have
been delivered  against payment therefor as contemplated by the Plan, the Common
Shares will be legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act or under the rules and  regulations  of the  Commission  relating
thereto.

Very truly yours,

BINGHAM SUMMERS WELSH & SPILMAN, LLP
EXHIBIT 5.02
                            INTERNAL REVENUE SERVICE
                              DETERMINATION LETTER

Internal Revenue Service                         Department of the Treasury
District Director                                SeqNr:  0016180
Cincinnati Service Center                        Letter 835 (DO/CG)
P.O. Box 2508
Cincinnati, OH  45201

                                                 Employer Identification Number:
                                                   35-1544218
Date:    May 7, 1998                             DLN:
                                                   17007068049008
                                                 Person to Contact:
FIRST MERCHANTS CORPORATION                        CINDY PERRY
C/O JON H. MOLL                                  Contact Telephone Number:
201 EAST JACKSON ST., STE 400                      (513) 241-5199
MUNCIE, IN  47305-2847                           Plan Name:
                                                   RETIREMENT SAVINGS PLAN
                                                 Plan Number:
                                                 002

Dear Applicant:

We have made a favorable  determination on your plan, identified above, based on
the information supplied. Please keep this letter in your permanent records.

Continued  qualification  of the plan under its present  form will depend on its
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable  determination
letter,  points out some  events  that may affect the  qualified  status of your
employee retirement plan, and provides information on the reporting requirements
for your plan. It also describes some events that  automatically  nullify it. It
is very important that you read the publication.

This letter  relates only to the status of your plan under the Internal  Revenue
Code. It is not a  determination  regarding the effect of other federal or local
statutes.

This  determination  letter is applicable for the amendment(s) dated on December
30, 1996.

This  plan has  been  mandatorily  disaggregated,  permissively  aggregated,  or
restructured to satisfy the nondiscrimination requirements.
-2-

FIRST MERCHANTS CORPORATION

This plan  satisfies  the  nondiscrimination  in amount  requirement  of section
1.401(a)(4)-1(b)(2)  of the  regulations  on the  basis of a  design-based  safe
harbor described in the regulations.

This plan satisfies the nondiscriminatory  current availability  requirements of
section  1.401(a)(4)-4(b)  of the  regulations  with respect to those  benefits,
rights and features that are currently  available to all employees in the plan's
coverage  group.  For this purpose,  the plan's coverage group consists of those
employees  treated as currently  benefitting for purposes of demonstrating  that
the plan satisfies the minimum  coverage  requirements  of section 410(b) of the
Code.

Except as otherwise specified this letter may not be relied upon with respect to
whether the plan satisfies the qualification requirements as amended by the
Uruguay Round Agreements Act, Pub. L. 103-465, and by the Small Business Job
Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of
Code section 401(a)(26).

This letter considers the amendments  required by the Tax Reform of 1986, except
as otherwise specified in this letter.

The  requirement for employee  benefits plans to file summary plan  descriptions
(SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997.
For more details, call 1-800-998-7542 for a free copy of the SPD card.

We have sent a copy of this letter to your  representative  as  indicated in the
power of attorney.

If you have questions  concerning  this matter,  please contact the person whose
name and telephone number are shown above.

                                                 Sincerely yours,

                                                 /s/   C. Ashley Bullard
                                                 ------------------------
                                                       District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans

Letter   835  (DO/CG)

490284
EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of (i) our report  dated  January 22, 2000 with respect to
the  consolidated  financial  statements of First  Merchants  Corporation  which
appears on page 14 of the 1999 Annual Report to  Shareholders of First Merchants
Corporation, which is incorporated by reference in First Merchants Corporation's
Annual  Report on Form 10-K for the year ended  December 31, 1999,  and (ii) our
report  dated August 18, 2000 with respect to the  financial  statements  of the
First  Merchants  Corporation  Retirement  Savings  Plan  included in its Annual
Report on Form 11-K for the year ended December 31, 1999.

Olive LLP
Indianapolis, Indiana
November 17, 2000