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(1)

This represents the maximum number of shares to be offered to CNBC Bancorp shareholders.

(2)

The maximum offering price is based on an estimate solely for the purpose of calculating the registration fee and has been calculated in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended, using the average of the high and low prices of the CNBC Bancorp common shares as reported on the NASDAQ SmallCap Market on December 4, 2002 ($27.25) for all 2,076,572 CNBC Bancorp common shares to be exchanged in the merger. The proposed maximum offering price per unit has been determined by dividing the proposed maximum offering price by the number of shares being registered.

(3)

The registration fee of $5,206 for the securities registered hereby has been calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, as $56,586,587 multiplied by .000092.

(4)

Previously paid on December 6, 2002.

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expected cost savings from the merger that may not be fully realized;

•

deposit attrition, customer loss, or revenue loss following the merger may be greater than expected;

•

competitive pressure in the banking industry may increase significantly;

•

costs or difficulties related to the integration of the businesses of First Merchants and CNBC may be greater than expected;

•

changes in the interest rate environment may reduce margins;

•

general economic conditions may continue to decline, either nationally or regionally, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit; and

•

changes may occur in the regulatory environment, business conditions, inflation rate and the securities market.

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Q:

Why are CNBC and First Merchants proposing to merge?

A:

We believe the merger is in the best interests of CNBC and our shareholders. CNBC and First Merchants believe that the merger will bring together two complementary institutions to create a strategically, operationally and financially strong company that is positioned for further growth. We believe the merger will also enhance our capabilities to provide banking and financial services to our customers and strengthen the competitive position of the combined organization.

Q:

What will CNBC shareholders receive in the merger?

A:

For each CNBC common share you own before the merger, you will have the right to elect, on a share-by-share basis, to receive:

•

1.01 shares of First Merchants common stock (subject to adjustment as provided in the Merger Agreement), or

•

$29.57 in cash.

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Q:

What risks should I consider before I vote on the merger?

A:

You should review “RISK FACTORS” beginning on page 27.

Q:

When is the merger expected to be completed?

A:

We are working to complete the merger as quickly as possible. We must first obtain the approval of CNBC shareholders at the special shareholders meeting. On January 6, 2003, we received the necessary approval of the Board of Governors of the Federal Reserve System. We currently expect to complete the merger during the first quarter of 2003.

Q:

What are the tax consequences of the merger to me?

A:

We have structured the merger so that First Merchants, CNBC and CNBC shareholders will not recognize any gain or loss for federal income tax purposes on the exchange of CNBC shares for First Merchants shares in the merger. However, to the extent a CNBC shareholder receives cash (other than for fractional shares) instead of First Merchants common stock, any gain such CNBC shareholder realizes on the exchange will be taxed, but not in an amount in excess of the cash received. To the extent a CNBC shareholder receives cash in lieu of a fractional share of First Merchants common stock, the shareholder may also be required to recognize gain. At the closing, each of CNBC and First Merchants are to receive an opinion confirming these tax consequences. See “FEDERAL INCOME TAX CONSEQUENCES” beginning on page 68. Your tax consequences will depend on your personal situation. You should consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Q:

Will I have dissenters’ rights?

A:

CNBC shareholders will be able to dissent from the proposed merger, but only by strictly complying with the applicable provisions of the Ohio Revised Code. See “THE MERGER- Rights of Dissenting Shareholders” beginning on page 51 and Appendix B.

Q:

What do I need to do now?

A:

You should carefully read and consider the information contained in this document and any information incorporated by reference. Then, please fill out, sign and mail your proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the special shareholders meeting. If a returned proxy card is signed but does not specify a choice, your proxy will be voted “FOR” the merger proposal considered at the meeting. You should also complete your Election Form to specify the type of merger consideration you prefer (or provide instructions to your broker if you hold your shares in “street name”).

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Q:

What if I don’t vote or I abstain from voting?

A:

If you do not vote or you abstain from voting, it will count as a “NO” vote on the merger.

Q:

If my shares are held by my broker in “street name,” will my broker vote my shares for me?

A:

You should follow the directions provided by your broker to vote your shares. Your broker will vote your shares only if you instruct your broker on how to vote. If you do not provide your broker with instructions on how to vote your shares held in “street name,” your broker will not be permitted to vote your shares, which will have the effect of a “NO” vote on the merger.

Q:

May I change my vote after I have mailed my signed proxy card?

A:

Yes. You may change your vote at any time before your proxy is voted at the meeting. You can do this in one of three ways. First, you can send a written notice stating that you would like to revoke your proxy. Second, you can complete and submit a new proxy card. If you choose either of these two methods, you must submit your notice of revocation or your new proxy card to CNBC at or before the special meeting. You should submit your notice of revocation or new proxy card to CNBC Bancorp, 3650 Olentangy River Road, Columbus, Ohio 43214, Attention: John A. Romelfanger. Third, you may attend the meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy. You must request a ballot and vote the ballot at the meeting. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote.

Q:

How do I elect the form of payment that I prefer?

A:

An Election Form is enclosed with this document. You should complete the Election Form and send it in the envelope provided to the election agent, First Merchants Bank, National Association. For you to make an effective election, your properly executed Election Form must be received by First Merchants Bank, National Association before 5:00 p.m. local time on February 24, 2003, the election deadline. Please read the instructions on the Election Form prior to completing the form.

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Q:

Which form of payment should I choose? Why?

A:

The form of payment you should elect will depend upon your personal financial and tax circumstances. We urge you to consult your financial or tax advisor if you have any questions about the form of payment you should elect.

Q:

Can I change my election?

A:

Yes. You can change your election by submitting a new Election Form to First Merchants Bank, National Association, Attn: Brian Edwards. It must be received prior to the election deadline set forth on the Election Form. After the election deadline, no changes may be made.

Q:

Are shareholders guaranteed they will receive the form of merger consideration – cash, common stock or a combination thereof – they request on their Election Forms?

A:

No. There is a limit on the aggregate amount of cash First Merchants is required to pay for CNBC’s outstanding shares. Because First Merchants is not required to pay more than $24,561,693 in cash to CNBC shareholders (a value which correlates to approximately 40% of CNBC’s outstanding shares), it is possible that some shareholders may receive a form of consideration they did not elect. For example, if you elect to receive all or a portion of cash and the holders of more than approximately 40% of the outstanding CNBC common shares elect to receive cash, you may receive all or a portion of First Merchants common stock instead of the cash you elected. Please read a more complete description of the proration procedures under “THE MERGER – Exchange of CNBC Common Shares” on page 46.

Q:

Should I send in my stock certificate(s) now?

A:

No. After the merger is completed, CNBC shareholders will receive written instructions from First Merchants for exchanging their stock certificates for the consideration to be received by them in the merger.

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the attractiveness of First Merchants’ offer from a financial perspective;

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First Merchants’ management, the compatibility of its markets to those of CNBC and enhanced products and services for CNBC customers;

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increased liquidity to CNBC shareholders;

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an agreement to retain Commerce National Bank as a separate bank subsidiary for at least 5 years; and

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the level of dividends paid by First Merchants to its shareholders.

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adoption of the Merger Agreement by the shareholders of CNBC;

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approval of the merger by the Board of Governors of the Federal Reserve System and the expiration of any regulatory waiting period;

•

the receipt by CNBC of an opinion of Squire, Sanders & Dempsey L.L.P., that the merger will be treated, for U.S. federal income tax purposes, as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that no gain or loss will be recognized by CNBC shareholders in the merger to the extent they receive shares of First Merchants common stock as consideration for their CNBC common shares;

•

the receipt by First Merchants of an opinion of Bingham McHale LLP, that the merger will be treated, for U.S. federal income tax purposes, as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; and

•

other customary conditions and obligations of the parties set forth in the Merger Agreement.

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Proceed and use its best efforts to obtain any consents and approvals and use its best efforts to raise any additional capital that may be required in order to obtain regulatory approval of the merger. See “THE MERGER – Regulatory Approval” on page 60.

•

Continue to operate Commerce National Bank as a separate operating subsidiary for at least five years after the effective date of the merger and offer existing directors the opportunity to remain directors of Commerce National Bank for the remainder of their current one-year term. See “THE MERGER – Management After the Merger” on page 62.

•

Cover CNBC and subsidiaries’ employees, no later than January 1, 2004, under any tax-qualified retirement plan that First Merchants maintains for its employees, so long as such employees meet any applicable participation requirements, and provide for waiver of all restrictions and limitations for pre-existing conditions under First Merchants health plans. See “THE MERGER – Employee Benefit Plans” on page 64.

•

Take the action necessary to cause Thomas D. McAuliffe (or such other person as shall be agreed to by First Merchants and CNBC) to be nominated for a position on the First Merchants Board of Directors for a three-year term. See “THE MERGER – Management After the Merger” on page 62.

•

Provide, or allow for, director and officer liability insurance and indemnification. See “THE MERGER – Indemnification and Insurance” on page 63.

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CNBC’s Board of Directors terminates the Merger Agreement in the exercise of its fiduciary duties after receipt of an unsolicited acquisition proposal from a third party;

•

First Merchants terminates the Merger Agreement because CNBC’s Board of Directors withdraws or modifies its recommendation to CNBC’s shareholders to vote

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First Merchants terminates the Merger Agreement because CNBC fails to give First Merchants written notice that it intends to furnish information to or enter into discussions or negotiations with a third party relating to a proposed acquisition of CNBC or Commerce National Bank, or if CNBC, within 20 days after giving such written notice to First Merchants of CNBC’s intent to furnish information to or enter into discussions or negotiations with another person or entity, does not terminate all discussions, negotiations and information exchanges related to such acquisition proposal.

•

Exchanges at least 10% of his CNBC common shares for cash, and

•

Will not be involved in the management of First Merchants, and

•

Does not own First Merchants shares, and

•

Is not related (as defined in attribution rules of Section 318 of the Code) to another person (i) who owns shares of First Merchants, or (ii) who is a CNBC shareholder exchanging more than 90% of his CNBC common shares for First Merchants stock;

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(1)

See Note (1) in “Notes to Unaudited Pro Forma Summary of Selected Consolidated Financial Data” on page 25.

(2)

See Note (2) in “Notes to Unaudited Pro Forma Summary of Selected Consolidated Financial Data” on page 25.

(3)

Calculated by multiplying the First Merchants Pro Forma – Alternative A combined per share data by the assumed conversion ratio of 1.01.

(4)

Calculated by multiplying the First Merchants Pro Forma – Alternative B combined per share data by the assumed conversion ratio of 1.01.

(5)

The First Merchants December 31, 2001 historical per share data has been restated to give effect to the 5% stock dividend effected August, 2002.

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(1)

On April 1, 1999, First Merchants issued 1,211,422 shares of its common stock in exchange for all of the outstanding shares of Jay Financial Corporation, Portland, Indiana. On April 21, 1999, First Merchants issued 893,733 shares of its common stock in exchange for all of the outstanding shares of Anderson Community Bank, Anderson, Indiana. On August 1, 1996, First Merchants issued 1,558,965 shares of its common stock in exchange for all of the outstanding shares of Union National Bancorp, Liberty, Indiana. On October 2, 1996, First Merchants issued 935,535 shares of its common stock in exchange for all of the outstanding shares of Randolph County Bancorp, Winchester, Indiana. All of such transactions were accounted for under the pooling-of-interests method of accounting. The financial information for First Merchants presented above has been restated to reflect these poolings-of-interests and reports the financial condition and results of operations as though First Merchants had been combined with Jay Financial Corporation, Anderson Community Bank, Union National Bancorp and Randolph County Bancorp as of January 1, 1996.

(2)

Restated for all stock dividends and splits.

(3)

Dividends per share are for First Merchants only, not restated for pooling transactions.

(4)

On April 1, 2002, First Merchants consummated the merger of Lafayette Bancorporation, Lafayette, Indiana into First Merchants. As a result of such merger, Lafayette Bank and Trust Company, a wholly-owned subsidiary of Lafayette Bancorporation, became a subsidiary of First Merchants. The historical consolidated financial data for the nine months ended September 30, 2002, includes the financial information and results of operations of Lafayette Bank and Trust Company as a subsidiary of First Merchants for the period from April 1, 2002 through September 30, 2002.

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(1)

Restated for all stock dividends and splits.

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to Unaudited Pro Forma Summary of Selected Financial Data appear on the following page.

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n

The integration of CNBC’s business with First Merchants’ business may be difficult.

•

integrate CNBC’s operations with the operations of First Merchants while simultaneously completing the integration of Lafayette Bank and Trust Company into its consolidated operations;

•

maintain existing relationships with First Merchants’ depositors and the depositors of CNBC to minimize withdrawals of deposits subsequent to the acquisition;

•

maintain and enhance existing relationships with borrowers from First Merchants and CNBC;

•

achieve projected net income of CNBC and expected cost savings and revenue enhancements from the merged company;

•

control the incremental non-interest expense to maintain overall operating efficiencies;

•

retain and attract key and qualified management, lending and other banking personnel; and

•

compete effectively in the communities served by First Merchants and CNBC, and in nearby communities.

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n

CNBC shareholders who elect cash may instead receive First Merchants common stock.

n

The value of merger consideration for those CNBC shareholders who receive First Merchants common stock will fluctuate.

n

The merged company will have increased its leverage and reduced its borrowing capacity.

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n

The merged company’s allowance for loan losses may not be adequate to cover actual loan losses.

n

Changes in interest rates may reduce the merged company’s net interest income.

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inflation;

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slow or stagnant economic growth or recession;

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•

unemployment;

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money supply;

•

international disorders;

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instability in domestic and foreign financial markets; and

•

others factors beyond the merged company’s control.

n

Changes in economic conditions and the geographic concentration of the merged company’s markets could adversely affect the merged company’s financial condition.

•

Loan delinquencies may increase;

•

Problem assets and foreclosures may increase;

•

Demand for the products and services of CNBC and First Merchants may decline; and

•

Collateral for loans made by CNBC and First Merchants may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans.

n

Anti-takeover defenses may delay or prevent future mergers.

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•

delivering to the Secretary of CNBC at or prior to the special meeting a written notice of revocation addressed to John A. Romelfanger, CNBC Bancorp, 3650 Olentangy River Road, Columbus, Ohio 43214; or

•

delivering to CNBC at or prior to the special meeting a properly executed proxy having a later date; or

•

voting in person by ballot at the special shareholders meeting.

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April, 1999:  Completion of a public offering of common shares, which raised $5 million in new capital. Following completion of the offering, CNBC became an SEC registrant, with appropriate public financial reporting responsibilities.

•

January, 2000:  Approval of a formal, ongoing stock repurchase program. To date, in excess of 120,000 shares have been repurchased by CNBC in the open market totaling almost $2.5 million.

•

February, 2001:  Issuance of $4 million in trust preferred securities. Approximately $2 million of these proceeds were used to fund stock repurchases.

•

July, 2001:  Registration on the NASDAQ SmallCap Market System.

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•

Improve liquidity for CNBC shareholders;

•

Achieve appropriate consideration for shareholders;

•

Retain autonomy in customer service issues and continue Commerce Bank’s small business focus;

•

Preserve jobs and provide new employee growth opportunities;

•

Select a strategic partner with a solid financial history; and

•

Provide potential for new services, specifically in the areas of trust and investment management services

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First Merchants’ respect for the ability and integrity of the CNBC Board of Directors, management, and staff, and their affiliates;

•

First Merchants’ belief that expanding its operations in the Columbus, Ohio market area served by CNBC offers important long-term strategic benefits to First Merchants;

•

a review of (i) the business, operations, earnings, and financial condition including the capital levels and asset quality, of CNBC on a historical, prospective, and pro forma basis in comparison to other financial institutions in the area, (ii) the demographic, economic, and financial characteristics of the market in which CNBC operates, including existing competition, history of the market areas with respect to financial institutions, and average demand for credit, on a historical and prospective basis, and (iii) the results of First Merchants’ due diligence review of CNBC; and

•

a variety of factors affecting and relating to the overall strategic focus of First Merchants, including First Merchants’ desire to expand into contiguous markets outside the State of Indiana.

•

The prospects of CNBC and First Merchants, as separate institutions and as combined;

•

the ability to offer additional services to Commerce Bank customers with First Merchants’ increased lending capacity, enhanced trust and investment management services and commercial insurance business;

•

First Merchants’ agreement to operate Commerce Bank as a wholly-owned subsidiary of First Merchants for a period of at least 5 years;

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•

the opinion of Stifel indicating that the consideration to be received by CNBC’s shareholders under the Merger Agreement is fair from a financial point of view.

•

the possibility of increased liquidity through ownership of First Merchants common stock as compared to CNBC common shares because First Merchants common stock has historically had average trading volumes significantly higher than CNBC common shares;

•

the anticipated tax-free nature of the merger to the shareholders of CNBC receiving First Merchants common stock in exchange for their CNBC common shares;

•

the level of dividends paid by First Merchants; and

•

an analysis of alternatives to CNBC merging with First Merchants.

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•

reviewed the form of the merger agreement as executed on August 28, 2002;

•

reviewed the financial statements of CNBC and First Merchants included in their respective 10-Ks for the five years ended December 31, 2001 and their respective 10-Qs for the quarter ended June 30, 2002;

•

reviewed certain internal financial analyses and forecasts for CNBC and First Merchants prepared by their respective managements;

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•

conducted conversations with CNBC’s and First Merchants’ senior management regarding recent developments and management’s financial forecasts for CNBC and First Merchants;

•

spoke to members of CNBC’s and First Merchants’ senior management regarding factors which affect each entity’s business;

•

compared certain financial and securities data of CNBC and First Merchants with various other companies whose securities are traded in public markets and reviewed the historical stock prices and trading volumes of the common stock of CNBC and First Merchants;

•

reviewed the financial terms of certain other business combinations; and

•

conducted such other financial studies, analyses and investigations as it deemed appropriate for purposes of its opinion.

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have been a record holder of CNBC common shares on January 7, 2003, the record date for the special shareholders’ meeting;

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not have voted your common shares in favor of the merger; and

•

deliver to CNBC, not later than 10 days after the date of the special shareholders meeting at which the Merger Agreement is adopted, a written demand for payment of the fair cash value of your CNBC common shares. Your written demand must state your address, the number and class of the shares for which you are demanding payment, and the amount you claim is the fair cash value of your shares.

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•

further registration under the Securities Act of the shares of First Merchants common stock to be transferred;

•

compliance with Rule 145 promulgated under the Securities Act which permits limited sales in certain circumstances; or

•

the availability of another exemption from registration of such shares.

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•

due organization and existence;

•

corporate power and authorization to enter into the transactions contemplated by the Merger Agreement;

•

capitalization;

•

governmental filings, notices, authorizations, consents and approvals required in connection with the transactions contemplated by the Merger Agreement;

•

third party filings, notices, authorizations, consents and approvals required in connection with the transactions contemplated by the Merger Agreement;

•

corporate books and records;

•

compliance with law;

•

accuracy of statements made as part of representations and warranties in the Merger Agreement;

•

litigation and pending proceedings;

•

financial statements;

•

absence of certain material changes or events;

•

absence of undisclosed liabilities;

•

absence of default under material contracts and agreements;

•

loans and investments;

•

employee benefits plans and plan compliance;

•

taxes, returns and reports;

•

deposit insurance with the Federal Deposit Insurance Corporation;

•

reports to regulatory agencies;

•

environmental matters;

•

compliance with the securities laws and filings with the Securities and Exchange Commission; and

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brokerage fees.

•

subsidiaries;

•

title to assets;

•

certain obligations to employees;

•

properties owned and leased by CNBC;

•

shareholder rights plans; and

•

indemnification agreements.

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•

the adoption of the Merger Agreement by the shareholders of CNBC;

•

the registration statement relating to the issuance of First Merchants common stock being declared effective by the SEC and First Merchants receiving any state securities and blue sky approvals required for the offer and sale of First Merchants common stock to CNBC shareholders;

•

notification to the Nasdaq Stock Market, Inc. regarding the shares of First Merchants common stock to be issued to the CNBC shareholders in connection with the merger;

•

the receipt of the approval of the Board of Governors of the Federal Reserve System of the merger and the expiration of any regulatory waiting period prior to consummation of the merger;

•

there being no order, decree or injunction of any court or agency in effect which enjoins or prohibits the consummation of the merger; and

•

the receipt of all consents and approvals of persons other than governmental and regulatory authorities that are required for consummation of the merger.

•

the receipt of an opinion of First Merchants’ counsel, Bingham McHale LLP, that the merger will be treated as a “reorganization” for the purposes of Section 368 of the Internal Revenue Code of 1986, as amended;

•

the representations and warranties of CNBC set forth in the Merger Agreement being true and correct as of the effective date of the merger or any inaccuracies in any such representations and warranties of CNBC set forth in the Merger Agreement not having a material adverse effect on the financial position, results of operations or business of CNBC and its subsidiaries taken as a whole;

•

the performance in all material respects by CNBC of all obligations required by the Merger Agreement to be performed by it at or prior to the effective date of the merger;

•

the receipt by First Merchants of certain agreements from affiliates of CNBC regarding the resale of any First Merchants common stock received in the merger;

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the receipt by First Merchants of an officer’s certificate, a legal opinion and various closing documents;

•

the exercise of all of the outstanding stock options of CNBC, no stock options being outstanding and all stock option plans of CNBC having been terminated;

•

CNBC having no more than 2,076,572 shares of common stock issued and outstanding as of the effective date of the merger; and

•

Thomas D. McAuliffe and John A. Romelfanger having entered into change in control agreements with First Merchants prior to the effective date of the merger (although the Merger Agreement also provides for Messrs. McAuliffe and Romelfanger having entered into executive employment agreements, Messrs. McAuliffe and Romelfanger have agreed with First Merchants to waive such requirement).

•

the receipt of an opinion of CNBC’s counsel, Squire, Sanders & Dempsey L.L.P., that the merger will be treated as a “reorganization” for purposes of Section 368 of the Internal Revenue Code of 1986, as amended, and that no gain or loss will be recognized by CNBC shareholders to the extent they receive shares of First Merchants common stock as consideration for CNBC common shares;

•

the representations and warranties of First Merchants set forth in the Merger Agreement being true and correct as of the effective date of the merger or any inaccuracies in any such representations and warranties of First Merchants set forth in the Merger Agreement not having a material adverse effect on the financial position, results of operations or business of First Merchants and its subsidiaries taken as a whole;

•

the performance in all material respects by First Merchants of all obligations required to be performed by it under the Merger Agreement at or prior to the effective date of the merger;

•

the receipt by CNBC of an officer’s certificate, a legal opinion and various closing documents; and

•

First Merchants having entered into change in control agreements with Thomas D. McAuliffe and John A. Romelfanger prior to the effective date of the merger, and having established a trust for the purpose of funding severance benefits for Messrs. McAuliffe and Romelfanger under their existing CNBC employment agreements.

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1)

by mutual consent of First Merchants and CNBC in writing, if the Board of Directors of each company approves termination of the Merger Agreement by a vote of a majority of its members;

2)

by either First Merchants or CNBC, if there has been a breach by the other of any of the covenants or any of the representations or warranties set forth in the Merger Agreement, which is not cured within 30 days following written notice given by the non-breaching party to the party committing the breach, provided the breach, individually or in the aggregate with other breaches, would result in a material adverse effect on the financial position, results of operations or business of the other party and its subsidiaries taken as a whole;

3)

by either First Merchants or CNBC, if there has been the occurrence of an event, fact or circumstance which has or may have a material and adverse effect on the financial position, results of operations or business of the other party and its subsidiaries taken as a whole;

4)

by either First Merchants or CNBC, if the terminating party determines in its sole discretion that completion of the merger is inadvisable or impracticable due to the commencement of material litigation or proceedings against one of the parties;

5)

by either First Merchants or CNBC, if the merger has not been completed by April 30, 2003 (provided that the terminating party is not then in material breach of the Merger Agreement);

6)

by First Merchants, in the event that the average of the mid-point between the bid and ask prices of First Merchants common stock as reported in Bloomberg, L.P. for the 30 trading days preceding the 5th calendar day prior to the effective date of the merger is greater than $30.59 and CNBC does not elect to adjust the conversion ratio, as described in more detail in this document under “THE MERGER—Conversion Ratio Adjustment”;

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7)

by CNBC, in the event that the average of the mid-point between the bid and ask prices of First Merchants common stock as reported in Bloomberg, L.P. for the 30 trading days preceding the 5th calendar day prior to the effective date of the merger is less than $22.61 and First Merchants does not elect to adjust the conversion ratio, as described in more detail in this document under “THE MERGER—Conversion Ratio Adjustment”;

8)

by First Merchants, if CNBC fails to give First Merchants written notice that it intends to furnish information to or enter into discussions or negotiations with a third party relating to a proposed acquisition of CNBC or Commerce Bank prior to engaging in discussions or negotiations, or if CNBC, within 20 days after giving written notice to First Merchants of CNBC’s intent to furnish information to or enter into discussions or negotiations with another person or entity, does not terminate all discussions, negotiations and information exchanges related to such acquisition proposal and provide First Merchants with written notice of such termination;

9)

by First Merchants, if CNBC’s Board of Directors withdraws or modifies its recommendation to CNBC’s shareholders to vote in favor of the merger following receipt of a written proposal for an acquisition from a third party;

10)

by CNBC, if CNBC’s Board of Directors determines, in the appropriate discharge of its fiduciary duties, that it must terminate the Merger Agreement following receipt of an unsolicited acquisition proposal from a third party;

11)

by either First Merchants or CNBC, if such party is unable to satisfy the conditions precedent to the merger by April 30, 2003 (providing such party is not then in material breach of the Merger Agreement); or

12)

by CNBC, if First Merchants enters into a definitive agreement in which it is the company to be acquired which would result in a change in control of First Merchants or require approval pursuant to the Bank Holding Company Act of 1956, as amended.

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change their capital structure including redeeming any CNBC common shares;

•

authorize any additional class of stock or issue or authorize the issuance of stock other than or in addition to the stock which was issued and outstanding as of August 28, 2002, except for the issuance of CNBC common stock upon the exercise of CNBC stock options outstanding as of August 28, 2002, up to a maximum number of outstanding CNBC common shares of 2,076,572;

•

declare or pay any dividends, authorize a stock split or make any other distribution to their shareholders, except that (i) CNBC’s subsidiaries may pay cash dividends to CNBC to pay CNBC’s expenses of operation and payment of fees and expenses incurred in connection with the merger, and (ii) CNBC may pay a cash dividend of no more than $0.10 per share for any quarter prior to completion of the merger, except that no dividend may be paid during the quarter in which the merger is completed, if, during this quarter, CNBC shareholders will be entitled to receive dividends on their shares of First Merchants common stock received pursuant to the merger;

•

merge, combine, consolidate with or sell their assets or securities to any other person or entity or effect a share exchange or enter into any transaction not in the ordinary course of business;

•

incur any indebtedness for borrowed money or assume, guarantee, endorse or become responsible or liable for the obligations of any other individual or entity, except in the ordinary course of business consistent with past practice;

•

incur any liability or obligation, make any commitment, payment or disbursement, enter into any contract or agreement, or acquire or dispose of any property or asset having a fair market value in excess of $50,000 (except for property acquired or disposed of in connection with foreclosures of mortgages, enforcement of security interests and loans in the ordinary course of business or acceptance of deposits and borrowings in the ordinary course of business);

•

subject any of their assets or properties to any mortgage, lien, or encumbrance;

•

promote or increase or decrease the rate of compensation or enter into any agreement to promote or increase or decrease the rate of compensation of any director, officer, or

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amend their Articles of Incorporation or Association, Code of Regulations, By-Laws, Certificate of Trust or Trust Agreement, as applicable, from those in effect on August 28, 2002;

•

modify, amend or institute new employment practices or enter into, renew or extend any employment or severance agreement with any present or former directors, officers or employees of CNBC or its subsidiaries;

•

give, dispose, sell, convey, assign, hypothecate, pledge, encumber or otherwise transfer or grant a security interest in any common stock of any of CNBC’s subsidiaries;

•

execute, create, institute, modify or amend any employee benefit plan or agreement for current or former directors, officers or employees of CNBC or its subsidiaries, change the level of benefits or payments under any such employee benefit plan or agreement or increase or decrease any severance or termination pay benefits or any other fringe or employee benefits other than as required by law or regulatory authorities or as specifically provided in the Merger Agreement; or

•

fail to make additions to Commerce Bank’s reserve for loan losses or any other reserve account in the ordinary course of business and in accordance with past practices.

•

the financial and managerial resources and future prospects of First Merchants and its subsidiaries;

•

the competitive effects of the merger; and

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the effect of the merger on the convenience and needs of the community served by Commerce Bank.

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General

n

Coverage under First Merchants’ Health Plan

n

Treatment of Tax-Qualified Retirement Plans

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COBRA Coverage

n

Appointment of Thomas D. McAuliffe to the First Merchants Board of Directors

n

Positions as Officers and Directors of Commerce Bank

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If either of them are “effectively discharged”, either through termination by First Merchants or an adverse change in their job duties or compensation, or

•

As long as they continue to be employed by Commerce Bank, they will be paid the amounts held for their benefit in the trust in substantially equal annual installments over five years, beginning with the effective date of the merger.

n

Indemnification and Insurance of CNBC and its Subsidiaries’ Officers

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Treatment of CNBC Stock Options

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CNBC Shareholders Receiving Solely First Merchants Common Stock

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Cash Received For Fractional Shares

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CNBC Shareholders Receiving Part Cash And Part First Merchants Common Stock

•

Exchanges at least 10% of his CNBC common shares for cash, and

•

Will not be involved in the management of First Merchants, and

•

Does not own First Merchants shares, and

•

Is not related (as defined in attribution rules of Section 318 of the Code) to another person (i) who owns shares of First Merchants, or (ii) who is a CNBC shareholder exchanging more than 90% of his CNBC common shares for First Merchants stock;

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CNBC Shareholders Receiving All Cash

n

Treatment of Taxable Gain as Dividend Income or Capital Gain

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