First Merchants Corporation Non-Employee Directors Deferred Compensation Plan, effective as of January 1, 2018

Requirement for Deferral Elections. As a condition to the Company’s obligation to withhold and the Committee’s obligation to credit Participant Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must complete and file a deferral election form with the Committee (in a format prescribed by the Committee).

Initial Eligibility. In the case of the first Plan Year in which an individual becomes eligible to participate, the deferral election form may be filed at any time within thirty (30) days of the date the individual first becomes eligible to participate (rather than the date specified under subsection 3.2(b)). This initial election will only apply to Compensation paid for services performed after the filing of the deferral election form. This special initial eligibility election rule will not apply if the Director is or has been a participant in a deferred compensation arrangement required to be aggregated with this Plan under the rules of Code §409A.

Change of Deferral Elections. Subject to the provisions of subsection 3.2(e), as of December 31 of each year, a deferral election made for Compensation payable in a subsequent Plan Year will remain in effect for the Plan Year and all future Plan Years, unless and until the election is revoked or a new election filed, effective solely for future Plan Years. The revocation or new election must be filed in accordance with the requirements of subsection 3.2(b). No deferral election may be changed for Compensation payable for a Plan Year after the last day of the election period described in subsection 3.2(b).

Cancellation of Elections.

Unforeseeable Emergency. The Committee, in its sole discretion, may cancel a Participant’s election to defer Compensation if the Committee determines the Participant has suffered an “Unforeseeable Emergency” or has taken a hardship distribution pursuant to Treasury Regulation §1.401(k)-1(d)(3) from a plan qualified under Code §401(k). The cancellation will apply to the period after the Committee’s determination. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the Committee, in its sole discretion. “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as defined in Code §152(a), without regard to Code §§152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); imminent foreclosure of or eviction from the Participant’s primary residence; the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication; the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code §152(a)) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Total and Permanent Disability. The Committee in its sole discretion may also cancel a Participant’s election to defer Compensation if the Committee determines that the Participant has incurred a “Total and Permanent Disability.” The determination of Total and Permanent Disability will be made by a physician approved by the Committee. Any cancellation will apply to the period after the Committee’s determination. A “Total and Permanent Disability” is a medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

The Account will be credited with an amount equal to the sum of: (a) the Participant Deferral Contributions credited to the Participant’s Account in accordance with Section 3.1 since the last Quarterly Adjustment Date; plus (b) ten percent (10%) of the amount credited in accordance with the subsection 3.4(i)(a) (the “Company Contribution”);

Adjusted by the amount, as determined by the Committee, that the Participant’s Account would have increased or decreased if it had been invested in the Company’s stock since the immediately preceding Quarterly Adjustment Date, taking into account all dividends and stock splits (adjusted on a daily basis as follows: add the balance credited to the Account as of the end of the preceding day to the Participant Deferral Contributions to be allocated that day; subtract the distributions debited from the Account that day; and adjust by the increase or decrease in the value of the Company’s stock for that day); and

Timing of Execution and Delivery of Election. A Participant may elect the date or dates his or her Account balance will be paid or will begin to be paid by completing and filing with the Committee a payment election form approved by the Committee. To be effective, the election under this Section must be filed with the Committee no later than thirty (30) days after the date the Participant is first eligible to make a deferral election under this Plan (or under any other plan required to be aggregated with this Plan pursuant to the requirements of Code §409A). If no date is specified, payment will be made or commenced within ninety (90) days following the Participant’s Separation from Service.

Separation from Service. “Separation from Service” means the date on which the Participant ceases to be a Director.

Change of Payment Election. An election as to the date payment will be made or commenced may be changed by a Participant by filing a new payment election form with the Committee; provided, however, that: (i) the new election will not take effect until at least 12 months after the date the new election is filed, (ii) the single lump sum payment or the commencement of installment payments will be delayed for a period of not less than five (5) years from the date the payment or first payment would otherwise have been made, and (iii) the new election is filed with the Committee at least twelve (12) months prior to the date of the first scheduled payment under the Plan.

A single lump sum payment; or

Annual installment payments over a period of two (2) to five (5) years.

Initial Election. A Participant may elect the manner in which the Participant’s Account balance will be paid to him or her under Section 4.2 in accordance with the terms and conditions of this Section. To make an election, a Participant must file an election with the Committee (on a form or forms prescribed by the Committee). To be effective, the election under this Section must be filed with the Committee no later than the time the Participant first makes a deferral election under the Plan. If no election is made or if the election is not timely or properly made, distribution will be made in the form of a single lump sum payment.

Change of Method of Payment Election. An election as to the manner of payment may not be changed after the payment has been made or payments have commenced. Prior to that time, a Participant may change his or her election by filing a new election form with the Committee; provided, however, that: (i) the new election will not take effect until at least twelve (12) months after the date the new election is filed; (ii) the single lump sum payment or the commencement of installment payments with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (iii) the new election is filed at least twelve (12) months prior to the date of the first scheduled payment under the Plan.

Installments. If installment distributions are elected, the initial annual installment amount will be the deferred Compensation otherwise payable in a single sum multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of installment distributions. Subsequent annual installments will also be a fraction of the unpaid deferred Compensation, the numerator of which is always one but the denominator of which is the denominator used in calculating the previous installment minus one. For example, if five (5) annual installment payments are elected, the initial installment will be one-fifth (1/5) of the deferred Compensation, the second installment will be one-fourth (1/4) of the remaining deferred Compensation and the third installment will be one-third (1/3) of the remaining deferred Compensation, and so on.

Change in the Ownership. A change in the ownership of the Company occurs on the date that any person, or group of persons, as defined below, acquires ownership of stock of the Company that, together with stock held by the person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company. However, if any person or group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock, the acquisition of additional stock by the same person or group is not considered to cause a change in the ownership of the Company (or to cause a change in the effective control of the Company as defined in subsection 4.5(b)). An increase in the percentage of stock owned by any person or group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection. This subsection only applies when there is a transfer of stock of the Company (or issuance of stock of a corporation) and stock in the Company remains outstanding after the transaction.

Change in the Effective Control. A change in the effective control of the Company will occur when: (i) any person or group acquires, or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person(s), ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power; or (ii) a majority of members of the Board is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. However, if any person or group is considered to effectively control the Company, the acquisition of additional control of the Company by the same person(s) is not considered to cause a change in the effective control.

Change in the Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any person or group acquires, or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person(s), assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition(s). Gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

The emergency must not be able to be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Plan.

The amount of the distribution must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution) and must take into account any additional compensation available due to cancellation of a deferral election under subsection 3.2(e).

Domestic Relations Order. The time or schedule of a payment from a Participant’s Account may be accelerated to make a payment to an individual other than the Participant as may be necessary to fulfill a domestic relations order (as defined in Code §414(p)(1)(B)).

Conflicts of Interest. The time or schedule of a payment from a Participant’s Account may be accelerated to the extent reasonably necessary to avoid the violation of an applicable federal, state, local or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the service provider to participate in activities in the normal course of his or her position in which the service provider would otherwise not be able to participate under an applicable rule). A payment is reasonably necessary to avoid the violation of federal, state, local or foreign ethics laws or conflicts of interest law if the payment is a necessary part of a course of action that results in compliance with a federal, state, local or foreign ethics law or conflicts of interest law that would be violated absent such course of action, regardless of whether other actions would also result in compliance with the federal, state, local or foreign ethics law or conflicts of interest law.

Income Inclusion Under Code §409A. The time or schedule of a payment from a Participant’s Account may be accelerated to pay the income tax, interest and penalties imposed if the Plan fails to meet the requirements of Code §409A and related regulations; provided, however, such payment will not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code §409A and related regulations.

Plan Termination. The time or schedule of payment or commencement of payments from a Participant’s Account may be accelerated when the Plan is terminated in accordance with one of the following:

The Company terminates the Plan within twelve (12) months of a corporate dissolution taxed under Code §331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(l)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is constructively received).

The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

The first calendar year in which the payment is administratively practicable.

The Company’s irrevocable action to terminate and liquidate the Plan within the thirty (30) days preceding or the twelve (12) months following a change in control as defined in Treasury Regulation §1.409A-3(i)(5). For purposes of this subsection 4.7(d)(ii), the Plan may be terminated only if all agreements, methods, programs, and other arrangements sponsored by the Company immediately after the time of the change in control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the Plan and other arrangements within twelve (12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate the Plan and other arrangements.

The Company’s termination and liquidation of the Plan, provided that:

The termination and liquidation does not occur proximate to a downturn in the financial health of the Company;

The Company terminates and liquidates all agreements, programs, and other arrangements that would be aggregated under Treasury Regulation §1.409A-1(c) if the Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

No payments in liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;

All payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and

The Company does not adopt a new plan or arrangement that would be aggregated with any terminated and liquidated plan or arrangement under Treasury Regulation §1.409A-1(c) if the same Participant participated in both plans or arrangements, at any time within three years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

Such other events and conditions as the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Committee Powers. The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Article VI, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.

Records and Reports. The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and for purposes of determining the amount of contributions that may be made on behalf of the Participant under the Plan.

Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or beneficiary, the Company or the legal counsel of the Company.

Application for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

Delegation. The Committee may authorize one or more officers of the Company to perform administrative responsibilities on its behalf under the Plan, Any such duly authorized officer will have all powers necessary to carry out the administrative duties delegated to such officer by the Committee.