UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (Date of earliest event reported): April 29, 2008
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FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
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INDIANA 0-17071 35-1544218
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
(765) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Page 1 of 5
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(d) First Merchants Corporation (the "Corporation") previously reported on a
Form 8-K, dated October 23, 2007, that William L. Hoy had been appointed to
the Corporation's Board of Directors. On April 29, 2008, Mr. Hoy was
appointed to the Audit Committee of the Corporation's Board of Directors.
(e) On April 29, 2008, the Corporation entered into a Change of Control
Agreement with Michael J. Stewart, its Executive Vice President and Chief
Banking Officer. This agreement provides for certain payments to be made to
Mr. Stewart upon certain "Changes in Control" of the Corporation. A copy of
this agreement is attached hereto as Exhibit 10.1.
ITEM 5.05. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
(a) On April 29, 2008, the Board of Directors of the Corporation amended the
Corporation's Code of Conduct to clarify internal cross-references to the
supplemental Code of Ethics applicable to the Corporation's chief executive
officer and senior financial officers. A copy of the Code of Conduct, as
amended, is attached hereto as Exhibit 14.1.
ITEM 8.01 OTHER EVENTS
On May 5, 2008, First Merchants Corporation issued a press release announcing
the declaration of a quarterly cash dividend of $0.23 per share. The cash
dividend is payable on June 20, 2008 to stockholders of record as of June 6,
2008. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Form 8-K and the attached exhibit shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit 10.1 Michael J. Stewart Change of Control Agreement,
dated April 29, 2008
Exhibit 14.1 Code of Conduct, as amended April 29, 2008
Exhibit 99.1 Press Release, dated May 5, 2008, issued by First
Merchants Corporation
Page 2 of 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First Merchants Corporation
(Registrant)
By: /s/ Mark K. Hardwick
--------------------------------------------
Mark K. Hardwick
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
Dated: May 5, 2008
Page 3 of 5
EXHIBIT INDEX
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Exhibit No.
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10.1 Description
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Michael J. Stewart Change of Control Agreement, dated
April 29, 2008.
14.1 Description
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Code of Conduct, as amended April 29, 2008.
99.1 Description
-----------
Press Release, dated May 5, 2008, issued by
First Merchants Corporation.
Page 4 of 5
First Merchants Corporation
Exhibit No. 10.1
Michael J. Stewart Change of Control Agreement, dated April 29, 2008
CHANGE OF CONTROL AGREEMENT
This Agreement is made and entered into as of April 29, 2008, by and between
First Merchants Corporation, an Indiana corporation (hereinafter referred to as
"Corporation"), with its principal office located at 200 East Jackson Street,
Muncie, Indiana, and Michael J. Stewart (hereinafter referred to as
"Executive"), of Indianapolis, Indiana.
WHEREAS, the Corporation considers the continuance of proficient and experienced
management to be essential to protecting and enhancing the best interests of the
Corporation and its shareholders; and
WHEREAS, the Corporation desires to assure the continued services of the
Executive on behalf of the Corporation; and
WHEREAS, the Corporation recognizes that if faced with a proposal for a Change
of Control, as hereinafter defined, the Executive will have a significant role
in helping the Board of Directors assess the options and advising the Board of
Directors on what is in the best interests of the Corporation and its
shareholders; and it is necessary for the Executive to be able to provide this
advice and counsel without being influenced by the uncertainties of the
Executive's own situation; and
WHEREAS, the Corporation desires to provide fair and reasonable benefits to the
Executive on the terms and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein
contained and the continued employment of the Executive by the Corporation as
its Executive Vice President and Chief Banking Officer, the Corporation and the
Executive, each intending to be legally bound, covenant and agree as follows:
1. Term of Agreement.
This Agreement shall continue in effect through December 31, 2008; provided,
however, that commencing on December 31, 2008 and each December 31 thereafter,
the term of this Agreement shall automatically be extended for one additional
year unless, not later than October 31, 2008 or October 31 immediately preceding
any December 31 thereafter, the Corporation shall have given the Executive
notice that it does not wish to extend this Agreement; and provided further,
that if a Change of Control of the Corporation, as defined in Section 2, shall
have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of not less than twenty-four
(24) months beyond the month in which such Change of Control occurred.
2. Definitions.
For purposes of this Agreement, the following definitions shall apply:
A. Cause: "Cause" shall mean:
(1) professional incompetence;
(2) willful misconduct;
(3) personal dishonesty;
(4) breach of fiduciary duty involving personal profit;
(5) intentional failure to perform stated duties;
(6) willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease and desist
orders; and
(7) any intentional material breach of any term, condition or
covenant of this Agreement.
(B) Change of Control: "Change of Control" shall mean:
(1) any person (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 ["Exchange Act"]), other than
the Corporation, is or becomes the Beneficial Owner (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities of the Corporation representing twenty-five percent
(25%) or more of the combined voting power of the Corporation's
then outstanding securities;
(2) persons constituting a majority of the Board of Directors of the
Corporation were not directors of the Corporation for at least
the twenty-four (24) preceding months;
(3) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation,
other than (a) a merger or consolidation which would result in
the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined
voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such a merger or
consolidation, or (b) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar
transaction) in which no person acquires fifty percent (50%) or
more of the combined voting power of the Corporation's then
outstanding securities; or
(4) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
(C) Date of Termination: "Date of Termination" shall mean the date stated
in the Notice of Termination (as hereinafter defined) or thirty (30)
days from the date of delivery of such notice, as hereinafter defined,
whichever comes first.
(D) Disability: "Disability" shall mean the definition of such term as
used in the disability policy then in effect for the Corporation, and
a determination of full disability by the Corporation; provided that
in the event there is no disability insurance then in force,
"disability" shall mean incapacity due to physical or mental illness
which will have caused the Executive to have been unable to perform
his duties with the Corporation on a full time basis for one hundred
eighty (180) consecutive calendar days.
(E) Notice of Termination: "Notice of Termination" shall mean a written
notice, communicated to the other parties hereto, which shall indicate
the specific termination provisions of this Agreement relied upon and
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under
the provisions so indicated.
(F) Retirement: "Retirement" shall mean termination of employment by the
Executive in accordance with the Corporation's normal retirement
policy generally applicable to its salaried employees in effect at the
time of a Change of Control.
3. Termination.
(A) General. If any of the events described in Section 2 constituting a
Change in Control of the Corporation shall have occurred, the
Executive shall be entitled to the benefits described in Section 4
upon the subsequent termination of the Executive's employment during
the term of this Agreement, unless such termination is (a) because of
the death or Disability of the Executive, (b) by the Corporation for
Cause, or (c) by the Executive other than on account of Constructive
Termination (as hereinafter defined).
(B) If, following a Change of Control, the Executive's employment shall be
terminated for Cause, the Corporation shall pay him his salary through
the Date of Termination at the rate in effect on the date of the
Notice of Termination, and the Corporation shall have no further
obligations under this Agreement. If, following a Change of Control,
the Executive's employment shall be terminated as a result of death or
Disability, compensation to the Executive shall be made pursuant to
the Corporation's then existing policies on death or Disability, and
the Corporation shall have no further obligations under this
Agreement. If, following a Change of Control, the Executive's
employment is terminated by and at the request of the Executive as a
result of Retirement, compensation to the Executive shall be made
pursuant to the Corporation's normal retirement policy generally
applicable to its salaried employees at the time of the Change of
Control, and the Corporation shall have no further obligations under
this Agreement.
(C) Constructive Termination. The Executive shall be entitled to terminate
his employment upon the occurrence of Constructive Termination. For
purposes of this Agreement, "Constructive Termination" shall mean,
without the Executive's express written consent, the occurrence, after
a Change of Control of the Corporation, of any of the following
circumstances:
(1) the assignment to the Executive of any duties inconsistent
(unless in the nature of a promotion) with the position in the
Corporation that the Executive held immediately prior to the
Change of Control of the Corporation, or a significant adverse
reduction or alteration in the nature or status of the
Executive's position, duties or responsibilities or the
conditions of the Executive's employment from those in effect
immediately prior to such Change of Control;
(2) a reduction in the Executive's annual base salary, as in effect
immediately prior to the Change of Control of the Corporation or
as the same may be adjusted from time to time, except for
across-the-board salary reductions similarly affecting all
management personnel of the Corporation;
(3) the Corporation requires the Executive to be relocated anywhere
other than its offices in Muncie, Indiana;
(4) the taking of any action to deprive the Executive of any material
fringe benefit enjoyed by him at the time of the Change of
Control, or the failure to provide him with the number of paid
vacation days to which he is entitled on the basis of years of
service with the Corporation and in accordance with the
Corporation's normal vacation policy in effect at the time of the
Change of Control;
(5) the failure to continue to provide the Executive with benefits
substantially similar to those enjoyed by the Executive under any
of the Corporation's life insurance, medical, health and
accident, or disability plans in which the Executive was
participating at the time of the Change of Control of the
Corporation, or the taking of any action which would directly or
indirectly materially reduce any of such benefits; or
(6) the failure of the Corporation to continue this Agreement in
effect, or to obtain a satisfactory agreement from any successor
to assume and agree to perform this Agreement, as contemplated in
Section 5 hereof.
4. Compensation Upon Termination.
Following a Change of Control, if his employment by the Corporation shall be
terminated by the Executive on account of Constructive Termination or by the
Corporation other than for Cause, death, Disability, or Retirement (by and at
the request of the Executive), then the Executive shall be entitled to the
benefits provided below:
(A) No later than the fifth day following the Date of Termination, the
Corporation shall pay to the Executive his full base salary through
the Date of Termination, at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which the Executive is
entitled under any incentive, bonus or other compensation plan of the
Corporation in effect at the time such payments are due;
(B) In lieu of any further salary payments to the Executive for periods
subsequent to the Date of Termination, no later than the fifth day
following the Date of Termination, the Corporation shall pay to the
Executive a lump sum severance payment, in cash, equal to two and
ninety-nine hundredths (2.99) times the sum of (a) the Executive's
annual base salary rate as in effect on the date of the Notice of
Termination, and (b) the largest bonus received by the Executive
during the two (2) years immediately preceding the Date of Termination
under the Corporation's Management Incentive Plan covering the
Executive;
(C) During the period beginning with the Executive's Date of Termination
and continuing until the earlier of (a) the second anniversary of such
Date of Termination, or (b) Executive's sixty-fifth (65th) birthday,
the Corporation shall arrange to provide the Executive with life,
disability, accident and health insurance benefits substantially
similar to those which the Executive was receiving immediately prior
to the Notice of Termination and shall pay the same percentage of the
cost of such benefits as the Corporation was paying on the Executive's
behalf on the date of such Notice;
(D) In lieu of shares of common stock of the Corporation ("Corporation
Shares") issuable upon the exercise of outstanding options
("Options"), if any, granted to the Executive under any Corporation
stock option plan (which Options shall be cancelled upon the making of
the payment referred to below), the Executive shall receive an amount
in cash equal to the product of (a) the excess of the higher of the
closing price of Corporation Shares as reported on the NASDAQ National
Market System, the American Stock Exchange or the New York Stock
Exchange, wherever listed, on or nearest the Date of Termination or
the highest per share price for Corporation Shares actually paid in
connection with any Change of Control of the Corporation, over the per
share exercise price of each Option held by the Executive (whether or
not then fully exercisable), times (b) the number of Corporation
Shares covered by each such Option;
(E) If the payments or benefits, if any, received or to be received by the
Executive (whether under this Agreement or under any other plan,
arrangement, or agreement between the Executive and the Corporation),
in connection with termination or Constructive Termination of the
Executive's employment following a Change of Control, constitute an
"excess parachute payment" within the meaning of ss280G of the
Internal Revenue Code ("Code"), the Corporation shall pay to the
Executive, no later than the fifth day following the Date of
Termination, an additional amount (as determined by the Corporation's
independent public accountants) equal to the excise tax, if any,
imposed on the "excess parachute payment" under ss4999 of the Code;
provided, however, if the amount of such excise tax is finally
determined to be more or less than the amount paid to the Executive
hereunder, the Corporation (or the Executive if the finally determined
amount is less than the original amount paid) shall pay the difference
between the amount originally paid and the finally determined amount
to the other party no later than the fifth day following the date such
final determination is made;
(F) The Corporation shall pay to the Executive all reasonable legal fees
and expenses incurred by the Executive as a result of such termination
(including all such fees and expenses, if any, incurred in contesting
or disputing any such termination or in seeking to obtain or enforce
any right or benefit provided by this Agreement), unless the
decision-maker in any proceeding, contest, or dispute arising
hereunder makes a formal finding that the Executive did not have a
reasonable basis for instituting such proceeding, contest, or dispute;
(G) The Corporation shall provide the Executive with individual
out-placement services in accordance with the general custom and
practice generally accorded to an executive of the Executive's
position.
5. Successors; Binding Agreement.
(A) The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to
expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required
to perform it if no such succession had taken place. Failure of the
Corporation to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the
Corporation in the same amount and on the same terms to which the
Executive would be entitled hereunder if the Executive terminates his
employment on account of Constructive Termination following a Change
of Control of the Corporation, except that for the purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "the Corporation" shall mean the Corporation and any
successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement, by operation of law or otherwise.
(B) This Agreement shall inure to the benefit of and be enforceable by the
Executive and his personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amount would still be
payable to the Executive hereunder had the Executive continued to
live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the devisee,
legatee or other designee or, if there is no such designee, to his
estate.
6. Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer as may be specifically designated by the Corporation.
No waiver by either party hereto at the time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreement or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Indiana without regard to its conflicts of law principles. All
references to a section of the Exchange Act or the Code shall be deemed also to
refer to any successor provisions to such section. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
federal, state or local law. The obligations of the Corporation under Section 4
shall survive the expiration of the term of this Agreement.
7. Validity.
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
8. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
9. Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
(3) arbitrators in Muncie, Indiana in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
10. Entire Agreement.
This Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby
terminated and cancelled.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
their duly authorized officers, and the Executive has hereunder subscribed his
name, as of the day and year first above written.
"CORPORATION" "EXECUTIVE"
FIRST MERCHANTS CORPORATION
By ______________________________ By ______________________________
Michael C. Rechin Michael J. Stewart
President & Chief Executive Officer
First Merchants Corporation
Exhibit No. 14.1
Code of Conduct, as amended April 29, 2008
FIRST MERCHANTS CORPORATION
CODE OF CONDUCT
Revised April 2008
TABLE OF CONTENTS
A. Introduction....................................................................................1
B. Confidential Information........................................................................2
1. Customer and Supplier Information...............................................................2
2. Employee Information............................................................................3
3. Inside Information..............................................................................3
C. Conflicts of Interest...........................................................................3
1. Dealing with Customers, Suppliers or Competitors in Business Ventures...........................4
2. Borrowing from Customers or Suppliers...........................................................4
3. Gifts to Employees, Officers or Directors.......................................................4
D. Public Communications...........................................................................5
1. Regulatory Disclosures and Public Comments......................................................5
2. Media Inquiries.................................................................................5
E. Lending Practices...............................................................................6
1. Granting of Preferential Rates..................................................................6
2. Prohibited Lending Practices....................................................................6
F. Political Contributions.........................................................................6
1. Prohibitions....................................................................................6
2. Personal Political Contributions................................................................7
G. Outside Activities..............................................................................7
1. Community Service...............................................................................7
2. Fiduciary Appointments..........................................................................7
3. Political Activities............................................................................7
3. Political Activities............................................................................7
4. Outside Employment and Board Service............................................................8
H. Personal Financial Responsibility...............................................................8
1. General.........................................................................................8
2. Borrowing from other Financial Institutions.....................................................8
3. Borrowing from Customers or Suppliers...........................................................9
4. Taking Advantage of a Business Opportunity that Rightfully Belongs to the Company...............9
5. Corporate Property Services.....................................................................9
6. Employee Purchase of Company Assets.............................................................9
7. Purchase of Property Held by the Company as a Fiduciary........................................10
8. Handling of Personal Accounts..................................................................10
I. Personal Trading and Investments...............................................................10
1. Investment in Securities of a Customer, Supplier, or Competitor................................10
2. Securities Trading.............................................................................11
3. Non-public and/or Material Inside Information..................................................12
4. Preferential Treatment.........................................................................12
5. Securities Transactions by Trust and Investment Personnel......................................12
6. Investment in First Merchants Corporation Securities...........................................12
J. Code of Ethics for First Merchants Corporation Financial Management............................12
First Merchants Corporation
Code of Conduct
A. Introduction
The First Merchants Corporation Code of Conduct consists of two parts: (1) a
comprehensive code of ethical and legal business conduct (Sections A-I) that
applies to all directors, officers and employees of First Merchants Corporation
and its affiliates (collectively, the "Company"; and (2) a supplemental Code of
Ethics for First Merchants Corporation Financial Management (Section J) that
applies to the chief executive officer and senior financial officers of First
Merchants Corporation, in recognition of their unique responsibilities for
assuring proper accounting, financial reporting and internal controls.
The comprehensive code of ethical and legal business conduct applicable to all
of the Company's directors, officers and employees is adopted in accordance with
NASDAQ Marketplace Rule 4350(n); and the supplemental code of ethics applicable
to the chief executive officer and senior financial officers is adopted in
accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Securities and
Exchange Commission ("SEC") Regulation S-K, Item 406. The text of the Code of
Conduct has been posted on the Company's Internet website. The text of the
supplemental Code of Ethics for Financial Management has also been posted
separately on the website.
The Code of Conduct provides general principles of personal and business conduct
that are intended to promote ethical behavior, proper handling of actual or
apparent conflicts of interest, full and fair disclosure, and compliance with
applicable laws, rules and regulations. It does not cover all conceivable
situations but sets forth basic responsibilities for representatives of the
Company. It sets forth basic standards of conduct, not necessarily ideal or
maximum standards.
The essence of the financial services industry is trust and confidence. Thus, it
is imperative that representatives of the Company display, and be perceived by
the public as displaying, the highest principles of personal and professional
integrity. They must always keep in mind that the standards of behavior and
performance the public expects of the Company's directors, officers and
employees, and that the Company has pledged to meet, are higher than the general
norms for the business world. The Company assumes that its employees, officers
and directors will comply with all laws, rules and regulations applicable to the
Company and their own personal conduct.
Compliance with the Code of Conduct is a condition of employment and for service
as a director. Anyone who is aware of a violation or apparent violation by an
employee, officer or director should report the same to the appropriate person
or persons, which, depending on the nature of the alleged violation and/or the
position held by the alleged violator, may be a supervisor, the Director of
Human Resources, the CEO or other executive officer of the Company or a Company
affiliate, the Chairman of the Board or of the Audit Committee of the Company or
a Company affiliate, and/or the Company's Legal Counsel (which may be either
in-house counsel or counsel to the Board of Directors). Failure to report a
serious violation of which an employee, officer or director is aware to a proper
Company official or representative may itself be a violation of the Code of
Conduct, depending on the circumstances. The Company will take such disciplinary
or preventive action as is appropriate under the circumstances to address any
existing or potential violation that is brought to the attention of the proper
authority. No adverse action will be taken against anyone who, in good faith,
reports a violation or potential violation of the Code of Conduct.
Any waiver of a provision of the Code of Conduct applicable to directors or
executive officers of the Company must be approved by the Board of Directors of
First Merchants Corporation. The Company shall disclose such waiver, along with
the reasons for the waiver, in a Form 8-K filed with the Securities and Exchange
Commission ("SEC") within four (4) business days. With rare exceptions, the
Company will not grant or permit such waivers.
The First Merchants Corporation Audit Committee is responsible for ensuring the
enforcement of the Code of Conduct and for interpreting its provisions. The
Company's Chief Risk Officer is responsible for ongoing compliance by employees,
officers and directors with the Code of Conduct and for overseeing training and
monitoring compliance of such persons with respect to its provisions; and for
these purposes he or she shall report to directly to the Chairman of the Audit
Committee as well as to the CEO of the Company. A request for an interpretation
of any provision of the Code of Conduct may be directed to a supervisor, the
Director of Human Resources or Legal Counsel. A written request for an
interpretation may also be submitted to the Chairman of the Audit Committee,
setting forth the relevant facts and circumstances. The Audit Committee will
respond to such a request, after consulting with the Company's Legal Counsel
and/or other outside legal counsel if and to the extent it deems appropriate.
The Code of Conduct shall be reviewed at least annually by the Nominating and
Governance Committee.
B. Confidential Information
1. Customer and Supplier Information
Confidential Information received from or concerning customers and
suppliers is to be held in strictest confidence. The very nature of the
Company's business is such that employees, officers and directors may have
access to a customer's business plans, financial information, forecasts,
decisions, problems and other data. This information is to be used solely
for business purposes, as an aid to providing knowledgeable service, and
must not be used for personal gain. Such information should never be
transmitted to anyone outside the Company, including family and associates,
or to employees of the Company who do not need to know such information in
performing their jobs.
Exceptions to this policy include: (a) routine credit inquiries; (b)
disclosures required by legal process or upon advice of the Company's Legal
Counsel; and (c) information authorized for release by written approval of
a customer or supplier.
Directors, officers and employees should take appropriate measures to
protect the security of confidential information by ensuring, when leaving
the office, that open areas and work spaces are cleared of paperwork, that
confidential information is locked in desks or file cabinets, and that
access to all files containing confidential information is properly
controlled. They should also avoid displaying documents in an
indiscriminate manner or engaging in inappropriate business conversations
in public places, on or off the Company's premises.
2. Employee Information
The Company will safeguard the confidential aspects of the relationships
between the Company and its employees. Requests for information concerning
present or former employees relating to their employment or to matters such
as salary verification should be referred to the Human Resources
Department. The Credit Department or other office(s) designated under
published Company policies and procedures may answer routine credit
inquiries about Company employees in response to proper requests for
checking account, savings or loan information. This policy applies to both
oral and written requests.
3. Inside Information
The use or disclosure of "material inside information" about the Company,
defined as information not publicly disseminated but significant enough to
possibly materially affect the Company and/or its securities, is not only
prohibited, but may be a serious violation of federal or state securities
laws. Directors, officers and employees who have a question which involves
the use or disclosure of information that has not yet been publicly
disseminated should contact their supervisor, the Director of Human
Resources, or the Company's Legal Counsel, as appropriate, prior to such
use or disclosure.
C. Conflicts of Interest
A conflict of interest occurs when a person's personal interests improperly
interfere, or appear to interfere, with the interests of the Company or
with the person's judgment in performing his or her responsibilities on
behalf of the Company. Employees, officers and directors of the Company
must never allow their personal interests to interfere with their
objectivity in performing their responsibilities to the Company, and they
must never use or attempt to use their position with the Company to obtain
any improper financial or other benefit for themselves, their family
members, or any other person.
The Company will conduct an appropriate review, in accordance with NASDAQ
Marketplace Rule 4350(h), of all related party transactions for potential
conflict of interest situations on an ongoing basis. All such transactions
must be approved by the First Merchants Corporation Audit Committee. For
this purpose, "related party transactions" are transactions involving the
Company's directors or executive officers, or members of their immediate
family, which must be disclosed pursuant to SEC Regulation S-K, Item 404.
Employees, officers and directors of the Company should always consider, in
advance of taking any action, whether such action might pose an actual or
apparent conflict of interest and whether such conflict would prevent them
from complying with the principles set forth in the first paragraph of this
Section. They should be familiar and strive to comply with both the letter
and spirit of applicable federal and state statutes and regulations,
Company bylaws, and common law fiduciary principles relating to conflicts
of interest. Although it is frequently difficult to determine when an
actual or apparent conflict of interest exists, the following sections
contain guidelines for proper conduct in some of the situations that may
arise from time to time.
1. Dealing with Customers, Suppliers or Competitors in Business Ventures
Employees, officers and directors of the Company should not own, directly
or indirectly, a significant financial interest in any business entity that
does or seeks to do business with, or is in competition with, the Company
unless the interest has been fully disclosed in advance to the Board of
Directors and has been determined to not improperly influence any decision
that they might be required to make in performing their duties for the
Company.
2. Borrowing from Customers or Suppliers
See "Personal Financial Responsibility"
3. Gifts to Employees, Officers or Directors
The Company expects employees, officers and directors to render efficient
and courteous service to its customers at all times without expecting
reward other than compensation or fees regularly received for their
employment or service to the Company. Accordingly, they shall not solicit,
receive or participate in any arrangement leading to the payment of money
or anything of value to them, their relatives or friends for past or future
business conducted with the Company. To avoid even the appearance of
impropriety, it is important that they decline any gifts from present or
prospective customers or suppliers if acceptance would raise the slightest
doubt of improper influence.
The Federal Bank Bribery Act (18 U.S.C. ss215) generally makes it a crime
for a person associated with a bank or a bank holding company, including
employees, officers, directors, agents and attorneys of the bank or bank
holding company, to seek or accept anything of value from any person or
entity in connection with any transaction or business of such bank or
holding company with which the person is associated. It is a crime for the
giver as well as the receiver. The Act cannot be read in a vacuum and must
be interpreted and administered accordingly. The Act is intended to prevent
a pay-off to bank or bank holding company officials as a quid pro quo
either to induce a particular transaction or as a "gratuity" on account of
a particular transaction. Thus, where a benefit is given or received as a
result of a banking transaction, the Act may be violated. However, the Act
is not intended to proscribe the receipt of gratuities or favors of
reasonable value where it is clear from the circumstances that the customer
is not trying to exert influence over the bank or bank holding company
official in connection with a transaction, and the gratuity or favor is, in
fact, unsolicited. The term "gift" includes, but is not limited to,
substantial favors, money, credit, special discounts on goods or money,
tickets to entertainment events, trips, hotel expenses, excessive
entertainment, and food or beverages. Gifts to immediate family are
included in this prohibition.
Employees of the Company should not accept gifts of cash in any amount.
However, the Company recognizes that situations may arise when it would be
appropriate for an employee to accept the benefit of another's expenditure.
Such situations include:
a. Gifts of reasonable value (not in excess of $100) given at
Christmas, other holidays or special occasions, which represent
expressions of friendship;
b. Reasonable entertainment at luncheon, dinner or business meetings
with present or prospective customers and suppliers when the
return of the expenditure on a comparable basis is likely to
occur and the expenditure is a proper business expense;
c. Unsolicited advertising or promotional material (e.g., pens,
calendars, etc.) of a value not exceeding $100;
d. Awards given by charitable, educational, civic or religious
organizations or meritorious contributions or service; and
e. Gifts or bequests based upon family relationships.
Circumstances surrounding a gift may be such that rejection or return of
the gift would cause embarrassment or would potentially damage friendly
relationships between a customer or supplier and the Company. In that case,
the employee should report the gift and its estimated value to the Director
of Human Resources.
Employees may not accept a devise of property or an interest in property
from a customer or supplier of the Company (other than a relative or a
person who has never dealt with the employee as a representative of the
Company) under a will, trust, or other estate planning instrument at any
time. The fact that the employee did not know of the bequest does not
justify an exception.
D. Public Communications
1. Regulatory Disclosures and Public Comments
Employees, officers and directors of the Company shall strive to ensure
that all reports, documents and other information that the Company files
with or submits to the SEC and in other public communications made by the
Company are accurate, complete, timely and fair, in accordance with
applicable disclosure standards, including standards of materiality where
appropriate. Employees, officers and directors shall not knowingly
misrepresent, or cause others to misrepresent, material facts about the
Company to others, including, without limitation, the Company's independent
auditors and governmental regulators or other governmental officials.
Employees, officers and directors who are requested to make a public
statement or comment on a law, regulation or other matter related to or
affecting the Company should first submit a copy of the statement to the
CEO (or in the case of a director, to the Chairman of the Board of
Directors) for approval. Company letterhead shall not be used in commenting
on any law, regulation or matter that only relates to or affects the
employee, officer or director personally and not the Company.
2. Media Inquiries
Only the Director of Marketing, members of executive management or, in
appropriate cases, the Chairman of the Board of Directors, should initiate
or respond to contacts with the media on behalf of the Company. Any media
inquiries should be directed to the Marketing Department and employees
should only respond to media inquiries after being cleared by the Marketing
Department or a member of executive management. In the event of a robbery,
disturbance or other emergencies, all communications should be referred to
the appropriate bank security officer, the Director of Marketing or a
member of executive management.
E. Lending Practices
1. Granting of Preferential Rates
The lending services of the Company's affiliate banks are available to
equitably serve the legitimate and deserving credit needs of customers. All
loans should be based solely upon a borrower's credit worthiness and
overall relationship with the Company. Preferential rates shall not be
granted to any employee, officer or director in violation of Company
policy. If questions arise concerning lending services, consult the loan
policy manual or a senior loan officer.
2. Prohibited Lending Practices
The following lending practices are prohibited either by law or Company
policy. For purposes of this section, the term "lending officer" refers to
any Company employee who has lending authority. A lending officer:
a. Shall not extend credit to a customer if any of the proceeds are
to be given or loaned to the lending officer, or to pay a debt
owed to the lending officer or members of his or her immediate
family.
b. Shall not extend credit to a customer to enable the customer to
purchase real estate or personal property from the lending
officer, unless prior written approval is obtained from a senior
loan officer.
c. Shall not extend credit to a relative of the lending officer,
whether by blood or marriage, or to an individual residing in the
lending officer's household.
d. Shall not extend credit to a company in which the lending officer
has an interest as a director, officer or partner, or an
ownership interest exceeding five percent (5%), or in which a
relative of the lending officer, whether by blood or marriage,
has such an interest.
e. Shall not loan his or her personal funds, or the personal funds
of other employees, to a customer or supplier of the Company
where the lending officer or other employee has any
responsibility for the Company's relationship with such customer
or supplier.
F. Political Contributions
1. Prohibitions
It is unlawful for the Company to make contributions or expenditures in
connection with any election. Federal and state laws prohibit the Company
from contributing corporate funds or property in support of a political
party or candidate for public office. In addition to cash payments, this
prohibition applies to contributions of meeting rooms, food, beverages, and
reimbursement of expenses to third parties or anything of value for the
purpose of influencing any election.
2. Personal Political Contributions
The policy of the Company regarding corporate political contributions is
not intended to discourage employees, officers and directors from making
personal contributions to candidates or political parties of their choice.
The Company does not and will not exert pressure, either direct or
indirect, that infringes on their right to decide to whom personal
political contributions will be made.
G. Outside Activities
1. Community Service
The Company recognizes its responsibilities to the communities, states and
nation in which it operates and whose citizens it serves. The Company
considers itself socially responsible and responsive. It recognizes that it
cannot thrive unless the communities in which it operates thrive, nor can
it exist without public support. The Company endeavors to strengthen these
communities, states and nation, and the free enterprise system, by
encouraging its employees, officers and directors to become involved in
charitable, civic and community causes and organizations and by making
appropriate financial and other contributions to these causes and
organizations.
2. Fiduciary Appointments
Employees of the Company shall not accept an appointment as a personal
representative, executor, trustee, administrator, guardian or other
fiduciary relationship, whether such appointment is as the sole fiduciary
or as a co-fiduciary. Exceptions may be made for fiduciary appointments
based upon close family or personal relationships where the circumstances
warrant. The First Merchants Corporation Audit Committee must approve all
exceptions prior to acceptance of such an appointment.
3. Political Activities
Employees, officers and directors are encouraged to take an active part in
supporting their political party and their individual candidates, such as
by serving as a volunteer, an active party worker, an appointed official,
or an elected official. Employees whose participation will require time
away from the Company must obtain prior approval from the Director of Human
Resources.
In all cases, individuals who are seeking elective office or participating
in political activities do so as an individual and not as a representative
of the Company. To prevent any impression of sponsorship or endorsement by
the Company, they must not use the Company's name or its address in
campaign materials or in collecting funds. The Company shall not be
identified in any advertisements or literature except as may be appropriate
in biographical information.
4. Outside Employment and Board Service
The Company recognizes that there may be times when employees will want to
obtain outside employment or serve on boards of directors. Any such
employment or service must be secondary to their position with the Company
and must not interfere with their work or responsibilities with the Company
or involve improper diversion of Company resources.
An employee who wishes to obtain outside employment must notify his or her
supervisor in advance and submit a statement to the Human Resources
Department describing the intended new employment and the anticipated
number of hours and location of the work. Should this job affect the
employee's work performance or attendance, the supervisor in consultation
with the Human Resources Department will take appropriate action.
An employee who wishes to serve on a for-profit board must have the prior
approval of the CEO of the Company or Company affiliate as appropriate;
provided, however, if the employee wishing to serve is the CEO of the
Company or a Company affiliate, such approval must come from the Company's
or affiliate's Board Chairman instead. Service as a director of a family
business or corporation must be reported but will generally be approved.
An employee who wishes to serve on a not-for-profit board shall disclose
his or her intention to do so to the CEO of the Company or Company
affiliate as appropriate; provided, however, if the employee wishing to
serve is the CEO of the Company or a Company affiliate, such disclosure
shall be made to the Company's or affiliate's Board Chairman instead.
Service on a not-for-profit board does not require prior approval; however,
the CEO or Board Chairman may affirmatively deny permission for an employee
to do so under circumstances involving potential material harm to the
interests of the Company.
H. Personal Financial Responsibility
1. General
It is important that employees, officers and directors of financial
services organizations properly manage their personal finances and use
credit intelligently. Imprudent personal financial management and its
consequent hardships often affect job performance and may even tempt
individuals in positions of trust to violate their fiduciary obligations to
the Company and/or its customers. Employees who are having financial
problems should consult with their supervisor or the Director of Human
Resources or his or her delegate. Directors and CEOs of the Company or an
affiliate who are having financial problems should consult with the
Company's or affiliate's Board Chairman or the Chairman of the Company's or
affiliate's Audit Committee.
2. Borrowing from other Financial Institutions
Borrowing from other financial institutions, including correspondent banks,
is permitted as long as the loan is obtained on substantially the same
rates, terms and conditions as the financial institution offers to other
customers of similar credit worthiness.
3. Borrowing from Customers or Suppliers
Employees are not permitted to borrow from customers or suppliers except
those that engage in lending in the usual course of their business. Even
then, borrowing must only be on terms offered to others in similar
circumstances, without special treatment as to interest rates, repayment
terms, security or other provisions. This prohibition does not preclude
borrowing from individuals related to an employee by blood or marriage.
4. Taking Advantage of a Business Opportunity that Rightfully Belongs to the
Company
Employees, officers and directors must not take personal advantage of an
opportunity that rightfully belongs to the Company. Whenever the Company
has been actively soliciting a business opportunity or has been offered
such an opportunity, or whenever the funds, facilities, personnel or other
resources of the Company have been used in pursuing an opportunity, that
opportunity belongs to the Company and shall not be diverted to the
personal benefit of any employee, officer or director. Examples of
improperly taking advantage of a Company opportunity may include, without
limitation:
a. Selling or improperly disclosing information to which a person
has access because of his or her position.
b. Acquiring a property interest when the Company is known to be
interested in purchasing or leasing the property interest in
question.
c. Receiving a commission, fee or other payment on a transaction
that would otherwise accrue to the Company.
d. Diverting business from the Company or encouraging employees to
leave their employment with the Company.
e. Otherwise improperly profiting, either directly or indirectly, to
the detriment of the Company.
5. Corporate Property Services
Employees are not permitted to act as a principal for either themselves or
their close family members in the supply of goods, property or services to
the Company. Using the services of other Company employees or other Company
resources during working hours for personal purposes is also prohibited.
6. Employee Purchase of Company Assets
It is improper for employees to purchase, directly or indirectly, any
Company assets other than at public sale. Any such transaction is likely to
subject the Company to criticism and, depending on the circumstances, may
even result in liability, even if entered into innocently. Company assets,
including repossessed loan collateral, will not be sold to employees or
members of their immediate family except at public sale. This policy also
extends to "friends" who purchase an asset from the Company and then resell
it to an employee or member of his or her immediate family. Upon approval
of the executive officer responsible for the Company's or an affiliate's
physical properties, items of Company equipment or other property that are
of nominal value may be sold to employees when the return to the Company or
affiliate will equal or exceed that from other methods of disposal.
7. Purchase of Property Held by the Company as a Fiduciary
Property held by the Company as a fiduciary shall not be sold or
transferred, by loan or otherwise, to the Company or any of its directors,
officers or employees, or to any other individual or organization with whom
there exists a connection or interest that might adversely affect the
Company's exercise of sound judgment or the financial interests of the
Company or any beneficial owner of the property in selling or transferring
such property; provided, however, an exception may be made where (a)
expressly authorized by the instrument creating the fiduciary relationship
or by court order, or (b) such sale or transfer is made in accordance with
applicable laws and with the prior approval of the Company's Legal Counsel
or the First Merchants Corporation Audit Committee.
It is also improper for an employee to become a tenant of any real estate
managed by First Merchants Trust Company.
8. Handling of Personal Accounts
All employees, officers and directors shall handle their personal checking
accounts satisfactorily, avoiding overdrafts and avoiding the use of
facilities at other financial institutions to disguise potential
overdrafts. The use of two or more financial institutions to disguise
overdrafts, sometimes referred to as "kiting", is both a violation of this
Code and a violation of the law.
I. Personal Trading and Investments
While it is not the intent of the Company to unduly limit employees,
officers and directors in their personal trading and investments,
transactions must be avoided that would involve or appear to involve a
conflict of interest between the individual and the Company or between the
Company and any customer. Trading on inside or confidential information is
also prohibited. This policy covers transactions for the personal account
of the employee, officer or director, as well as members of his or her
immediate family and close relatives, whether by blood or marriage.
Investment situations that might involve a conflict of interest are many,
varied and not subject to simple listing. Anyone who has any uncertainty
about a situation should consult the Company's Legal Counsel or the
Director of Human Resources.
1. Investment in Securities of a Customer, Supplier, or Competitor
Employees should generally avoid investing in securities of a customer,
supplier, borrower or competitor of the Company, except for publicly held
companies where the securities have a broad market. Participation in a
business venture with such parties should be considered the same as
investing in their securities for these purposes. Such investment may
affect an employee's judgment or decisions made on behalf of the Company.
2. Securities Trading
Employees are expressly prohibited from buying or selling investment
securities through the Company unless they establish their own account or a
fiduciary account, following normal procedures. The commission charged
shall be as stated in the published fee schedule for employees of the
Company. This section is not applicable to the securities of First
Merchants Corporation, which may be purchased through employee benefit
programs in which the employee is eligible to participate.
3. Non-public and/or Material Inside Information
Non-public or material inside information provided by customers, suppliers
and others in the normal course of business is confidential and must be
held inviolate. Such information must never be used as a basis for personal
investment decisions. Anyone who has uncertainty about the information
should consult the Company's Legal Counsel.
4. Preferential Treatment
Employees must never use commissions paid in the sale of securities for the
Company's customers to obtain special concessions from brokerage firms.
Employees shall not accept preferential treatment in the form of an
allocation of "hot" new issues or any other securities which become
available prior to a public offering or that are or may become in such
demand that the broker, investment banker, issuer, or other seller of the
securities might expect to receive favorable treatment in return for making
such allocation.
5. Securities Transactions by Trust and Investment Personnel
Trust and investment personnel, because of their responsibilities with
respect to fiduciary accounts, are subject to further restrictions and
guidelines relating to investments. Specifically, any trust and investment
personnel involved in securing approval for trades and/or actually trading
on behalf of a fiduciary account must always place the fiduciary account
before his or her own personal investments. Other restrictions and
guidelines concerning securities trading policies and procedures are
covered in the First Merchants Trust Company Trust and Investment Policy
Manual.
6. Investment in First Merchants Corporation Securities
Directors, officers and employees of the Company shall not execute personal
transactions in First Merchants Corporation securities if they possess
material inside information that has not been disclosed to the public.
J. Code of Ethics for First Merchants Corporation Financial Management
This Code of Ethics for First Merchants Corporation Financial Management is
adopted pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and
Securities and Exchange Commission ("SEC") Regulation S-K, Item 406, which
states that issuers shall disclose whether they have adopted a code of
ethics that applies to their principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. Although part of the Code of Conduct of First
Merchants Corporation (the "Company"), this Code of Ethics applies
specifically and separately to the following officers of the Company: the
Chief Executive Officer, the Chief Financial Officer, the Chief Banking
Officer, the Chief Accounting Officer, the Corporate Controller, and the
Corporate Treasurer (collectively, the "Senior Financial Officers").
The Senior Financial Officers shall always act with integrity and engage in
honest and ethical conduct. In addition to the policies set forth elsewhere
in the Code of Conduct, the Senior Financial Officers have the following
obligations:
1. The Senior Financial Officers must never allow their personal interests to
interfere with their objectivity in performing their responsibilities to
the Company; and they must never use or attempt to use their position with
the Company to obtain any improper personal financial or other benefit for
themselves, for their family members, or for any other person. They should
determine in advance of taking any action whether such action poses a
conflict of interest and whether such conflict would prevent them from
complying with the above principles. A "conflict of interest" occurs when a
person's personal interests improperly interferes with the interests of the
Company. Any actual or apparent conflict of interest involving a Senior
Financial Officer shall be reported immediately to the Company's Legal
Counsel (which may be either in-house counsel or counsel to the Board of
Directors), who shall promptly report the matter to the Chairman of the
Audit Committee. Legal Counsel and the Chairman of the Audit Committee
shall ensure that appropriate actions are taken to provide for the ethical
handling of any actual or apparent conflict of interest reported to them.
2. The Senior Financial Officers shall strive to ensure that all reports and
documents that the Company files with, or submits to, the SEC and in other
public communications made by the Company contain full, fair, accurate,
timely and understandable disclosures, in accordance with applicable
disclosure standards, including standards of materiality, where
appropriate. Accordingly, they shall not knowingly misrepresent, or cause
others to misrepresent, material facts about the Company to others,
including, without limitation, the Company's independent auditors and
governmental regulators or other governmental officials. Within their areas
of responsibility, they shall properly review and critically analyze
proposed disclosures for accuracy and completeness. In addition, they shall
promptly bring to the attention of the Company's Legal Counsel any material
information of which they become aware that affects the disclosures made by
the Company in its public filings or other public communications. Legal
Counsel shall, in turn, promptly report the situation to the Chairman of
the Audit Committee.
3. It is the Company's policy to comply with all applicable governmental laws,
rules and regulations; and all Senior Financial Officers must adhere to
this policy. Activity which would be criminally or civilly actionable shall
also be deemed to be a violation of this policy. For example, the
anti-fraud provisions of the federal securities laws make it unlawful for a
person to trade securities on the basis of material, non-public
information. Such illegal insider trading would also constitute a violation
of this policy. Anyone who is uncertain about the interpretation or
applicability of a law, rule or regulation should consult with the
Company's Legal Counsel before taking action.
4. A Senior Financial Officer who becomes aware of an existing or potential
violation of this Code of Ethics shall promptly notify the Company's Legal
Counsel, who shall promptly inform the Chairman of the Audit Committee of
the situation. A Senior Financial Officer's failure to report a violation
of which he or she has knowledge is itself a violation of the Code. The
Company will take such disciplinary or preventive action as is appropriate
under the circumstances to address any such existing or potential violation
that is brought to its attention. No adverse action shall be taken against
anyone who, in good faith, reports a violation or potential violation of
this Code of Ethics.
5. Compliance with this Code of Ethics is a condition of employment, and any
violations thereof may result in disciplinary action, up to and including
discharge.
In any circumstance where the Company's Legal Counsel is involved in the
matter giving rise to a violation or potential violation of this Code of
Ethics, the required internal reporting or notification shall instead be
made directly to the Chairman of the Audit Committee.
The Audit Committee is responsible for applying this Code of Ethics to
specific situations and has the authority to interpret this Code in any
particular situation. Anyone desiring an interpretation of a provision of
the Code of Ethics may consult with the Company's Legal Counsel and/or
submit a written request for an interpretation to the Audit Committee,
setting forth the relevant facts and circumstances. The Audit Committee
shall respond to any such written request as it deems appropriate. In so
doing, it may consult with the Company's Legal Counsel and/or other outside
legal counsel.
The SEC requires public disclosure of any waiver from, or amendment to, a
provision of this Code of Ethics. The Company expects full compliance with
this Code and, with rare exceptions, will not grant or permit waivers from
its requirements. Anyone requesting a waiver from a provision of the Code
of Ethics shall submit the request to the Audit Committee, which shall, in
consultation with the Company's Legal Counsel and/or other outside legal
counsel, determine whether the request should be granted.
The Chairman of the Audit Committee shall inform the Board of Directors of
any violation of this Code of Ethics that is reported to the Committee and
of any waiver from the Code's provisions that is approved by the Committee.
First Merchants Corporation
Exhibit No. 99.1
Press Release, dated May 5, 2008
N / E / W / S R / E / L / E / A / S / E
May 5, 2008
FOR IMMEDIATE RELEASE
For more information, contact:
Mark K. Hardwick, Executive Vice President/Chief Financial Officer, 765-751-1857
http://www.firstmerchants.com
SOURCE: First Merchants Corporation (Nasdaq: FRME), Muncie, Indiana
FIRST MERCHANTS CORPORATION ANNOUNCES QUARTERLY CASH DIVIDEND
At its regularly scheduled meeting held on April 29, 2008, the Board of
Directors of First Merchants Corporation declared a quarterly cash dividend of
$0.23 per share on its common stock.
The cash dividend is payable June 20, 2008, to stockholders of record June 6,
2008. For purposes of broker trading, the ex-date of the cash dividend is June
4, 2008.
About First Merchants Corporation
First Merchants Corporation is a financial holding company headquartered in
Muncie, Indiana. Subsidiaries of the Corporation include First Merchants Bank,
N.A., First Merchants Bank of Central Indiana, N.A., Lafayette Bank & Trust
Company, N.A., Commerce National Bank and First Merchants Trust Company, N.A.
The Corporation also operates First Merchants Insurance Services, a full-service
property casualty, personal lines, and healthcare insurance agency and is a
majority member of Indiana Title Insurance Company, LLC, a title insurance
agency.
First Merchants Corporation's common stock is traded over-the-counter on the
NASDAQ National Market System under the symbol FRME. Quotations are carried in
daily newspapers and can be found on the company's Internet web page
(http://www.firstmerchants.com).
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