TRUST AGREEMENT
Exhibit 4.14
This TRUST AGREEMENT, dated as of September 25, 2008 (this “Trust Agreement”), among (i) First
Financial Bancorp., an Ohio corporation (the “Depositor”); (ii) Wilmington Trust Company, a
Delaware banking corporation, as trustee; and (iii) Xxxxxxx X. Xxxxxxxx and J. Xxxxxxxx Xxxx, each
an individual, as trustees (each of such trustees in (ii) and (iii) a “Trustee” and collectively,
the “Trustees”).
The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby (the “Trust”) shall be known as “FFBC Capital Trust II” in which
name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions
contemplated hereby, make and execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over the Trustees the sum of Ten
Dollars ($10.00). The Trustees hereby acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust estate. The Trustees hereby declare
that they will hold the trust estate in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a Statutory Trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that
this document constitute the governing instrument of the Trust. The Trustees are hereby authorized
and directed to execute and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Statutory Trust Act.
3. The Depositor and the Trustees will enter into an Amended and Restated Trust Agreement,
satisfactory to each such party and substantially in the form included as an exhibit to the 1933
Act Registration Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred Capital Securities and Common Securities
referred to therein. Prior to the execution and delivery of such Amended and Restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior
to such execution and delivery of any licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor and the Trustees hereby authorize and direct the Depositor, as the agent of
the Trust, (i) to file with the Securities and Exchange Commission (the “Commission”) and execute,
in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the “1933 Act
Registration Statement”) (including any pre-effective or post-effective amendments to the 1933 Act
Registration Statement) relating to the registration under the Securities Act of 1933, as amended,
of the Preferred Securities of the Trust and certain other securities; and (b) a Registration
Statement on Form 8-A (the “1934 Act Registration Statement”) (including all pre-effective and
post- effective amendments thereto) relating to the registration of the Preferred Securities of the
Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock
Exchange, Nasdaq or any other exchange (each, an “Exchange”) and execute on behalf of the Trust one
or more listing applications and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed
on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register the Preferred Securities
under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable; and (iv) to execute on behalf of the Trust one or more
underwriting agreements relating to the Preferred Securities, among the Trust, the Depositor and
the underwriter(s) named therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i), (ii) and (iii)
above is required by the rules
and regulations of the Commission, an Exchange or state securities or blue sky laws, to be
executed on behalf of the Trust by one or more of the Trustees, each of the Trustees, in its or his
capacity as a Trustee of the Trust, is hereby authorized and, to the extent so required, directed
to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Wilmington Trust Company in its capacity as a Trustee of the Trust shall not
be required to join in any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the Exchange or state securities or blue
sky laws. In connection with the filings referred to above, the Depositor and Xxxxxxx X. Xxxxxxxx
and J. Xxxxxxxx Xxxx, each as Trustees and not in their individual capacities, hereby constitutes
and appoints Xxxxxxx X. Xxxxxxxx and J. Xxxxxxxx Xxxx and each of them, as its true and lawful
attorneys- in-fact and agents, with full power of substitution and resubstitution, for the
Depositor or such Trustee or in the Depositor’s or such Trustees’ name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to the 1933
Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Commission, the Exchange
and administrators of the state securities or blue sky laws, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor
or such Trustee might or could do in person, hereby ratifying and confirming all that said
attorneys-in- fact and agents or any of them, or their respective substitute or substitutes, shall
do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the number of Trustees
shall be such number as shall be fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees; provided, however, that to the
extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any Trustee at any time. The Trustees may resign upon thirty (30) days’ prior notice to the
Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without regard to conflict of laws of principles).
| 8. | (a) The Trustees and their officers, directors, agents and servants (collectively, the “Fiduciary Indemnified Persons”) shall not be liable, responsible or accountable in damages or otherwise to the Trust, the Depositor, the Trustees or any holder of the Preferred Securities (the Trust, the Depositor and any holder of the Trust Securities being a “Covered Person”) for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in a manner the Fiduciary Indemnified Persons reasonably believed to be within the scope of authority conferred on the Fiduciary Indemnified Persons by this Trust Agreement or by law, except that the Fiduciary Indemnified Persons shall be liable for any such loss, damage or claim incurred by reason of the Fiduciary Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions. |
(b) The Fiduciary Indemnified Persons shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports or
statements presented to the Trust by any person as to matters the Fiduciary
Indemnified Persons reasonably believes are within such other person’s professional
or expert
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competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent to
the existence and amount of assets from which distributions to holders of Trust
Securities might properly be paid.
(c) The Depositor agrees, to the fullest extent permitted by applicable law, (i) to
indemnify and hold harmless each Fiduciary Indemnified Person from and against any
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by the Fiduciary Indemnified Persons by reason of the creation,
operation or termination of the Trust in a manner the Fiduciary Indemnified Persons
reasonably believed to be within the scope of authority conferred on the Fiduciary
Indemnified Persons by this Trust Agreement of Trust, except that no Fiduciary
Indemnified Persons shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by the Fiduciary Indemnified Persons by reason of
negligence or willful misconduct with respect to such acts or omissions, and (ii) to
advance expenses (including legal fees) incurred by a Fiduciary Indemnified Person
in defending any claim, demand, action, suit or proceeding shall, from time to time,
prior to the final disposition of such claim, demand, action, suit or proceeding,
upon receipt by the Trust of an undertaking by or on behalf of such Fiduciary
Indemnified Persons to repay such amount if it shall be determined that such
Fiduciary Indemnified Person is not entitled to be indemnified as authorized in the
preceding subsection.
(d) The provisions of Section 8 shall survive the termination of this Trust
Agreement or the earlier resignation or removal of the Fiduciary Indemnified
Persons.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as
of the day and year first above written.
| FIRST FINANCIAL BANCORP., as Depositor | ||||
| By: | /s/ C. Xxxxxxx Xxxxxxxxx | |||
| Name: C. Xxxxxxx Xxxxxxxxx | ||||
| Title: EVP & Chief Operating Officer | ||||
| WILMINGTON TRUST COMPANY, as Trustee | ||||
| By: | /s/ J. Xxxxxxxxxxx Xxxxxx | |||
| Name: J. Xxxxxxxxxxx Xxxxxx | ||||
| Title: Financial Services Officer | ||||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| Xxxxxxx X. Xxxxxxxx, as Trustee | ||||
| /s/ J. Xxxxxxxx Xxxx | ||||
| J. Xxxxxxxx Xxxx, as Trustee | ||||
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