VOTING AGREEMENTVoting Agreement • September 24th, 2008 • First Merchants Corp • National commercial banks • Indiana
THIS VOTING AGREEMENT is entered into this 2nd day of September, 2008, by and among FIRST MERCHANTS CORPORATION (“First Merchants”) and the undersigned shareholders of Lincoln Bancorp (collectively, the “Shareholders”).
Dear Shareholder:First Merchants Corp • September 24th, 2008 • National commercial banks
The enclosed Election Form and Form W-9 is being sent to you in connection with the Agreement of Reorganization and Merger, dated as of September 2, 2008 (the “Merger Agreement”), by and between First Merchants Corporation (“First Merchants”) and Lincoln Bancorp (“Lincoln”), pursuant to which, subject to the approval of Lincoln’s shareholders and the fulfillment of certain conditions, Lincoln will be merged with and into First Merchants. As a Lincoln shareholder, you have been asked to elect the form of merger consideration you wish to receive upon the completion of the merger and to send to the Election Agent the enclosed Election Form in accordance with the terms thereof. The proxy statement-prospectus related to the merger which was sent to you separately contains a more detailed description of the merger and the electio n decision you are being asked to make.
