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EXHIBIT 99.2--EXCHANGE AGENT AGREEMENT
EXCHANGE AGENT AGREEMENT
This Agreement is made as of the _____ day of ___________, 199__, by
and between First Financial Bancorp., an Ohio corporation, with its principal
place of business at Third and High Streets, Hamilton, Ohio 45011 (the
"Company"), and First National Bank of Southwestern Ohio, an Ohio corporation
and wholly owned subsidiary of the Company, with it principal place of business
at Third and High Streets, Hamilton, Ohio 45011 (the "Bank").
ARTICLE I RECITALS.
1.01 Pursuant to a Plan and Agreement of Merger dated September 11,
1995 (the "Merger Agreement") between F&M Bancorp ("F&M") and the Company, an
exchange agent (the "Exchange Agent") is necessary for the surrender of the
share certificates of F&M and the delivery of the Deliverable Shares (as defined
in the Merger Agreement).
1.02 The Company desires to appoint the Bank as the Exchange Agent
and the Bank desires to accept such appointment.
1.03 Unless otherwise defined herein, capitalized terms used herein
shall have the same meaning given in the Merger Agreement.
ARTICLE II TERMS OF APPOINTMENT; DUTIES OF THE BANK.
2.01 Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs and appoints the Bank to act as, and the
Bank hereby agrees to act as, the Exchange Agent to accept the surrender of the
share certificates of F&M and to deliver the Deliverable Shares.
2.02 The Company agrees to deliver the Deliverable Shares to the
Exchange Agent at the Effective Time.
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2.03 The Exchange Agent agrees to the following:
(a) As promptly as practicable after the Company delivers
the Deliverable Shares to the Exchange Agent, the Exchange Agent shall prepare
and mail to each holder of record of an outstanding certificate or certificates
representing shares of F&M a letter of transmittal containing instructions for
the surrender of such certificate or certificates. Upon surrender of the F&M
certificate or certificates in accordance with the instructions set forth in the
letter of transmittal, such person or entity surrendering such certificate or
certificates shall be entitled to receive in exchange therefor a certificate
representing the number of whole shares of the Company into which the shares of
F&M represented by the certificate or certificates so surrendered shall have
been converted. The Exchange Agent shall be available to accept and provide
receipts for surrendered certificates for at least three business days during
regular banking hours at the main office of the Farmers & Merchants Bank located
at 729 Main Street, Rochester, Indiana 46795-0567.
(b) The Exchange Agent shall not be obligated to deliver
certificates of the Company to a former shareholder of F&M unless and until such
former shareholder surrenders such certificate or certificates representing the
shares of F&M or, if in default thereof an appropriate affidavit of loss and
indemnity agreement as required by the Company.
(c) The Exchange Agent shall provide additional services
on behalf of the Company which additional services are mutually agreed upon in
writing by the parties hereto.
ARTICLE III FEES AND EXPENSES.
3.01 For the performance of the services of the Exchange Agent as
set forth in this Agreement, the Company agrees to pay the Exchange Agent the
fee as set forth in Schedule 1 attached hereto.
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3.02 In addition to the fee set forth in Section 3.01, the Company
agrees to reimburse the Exchange Agent for out-of-pocket expenses incurred by in
the performance of the services set forth in this Agreement. In addition, any
other expenses incurred by the Exchange Agent at the request or with the consent
of the Company will be reimbursed by the Company.
3.03 The Company agrees to pay all fees and reimbursable expenses
within thirty days following receipt by the Company of the respective billing
notice. Postage or other costs associated with mailings made by the Exchange
Agent pursuant to this Agreement may be advanced to the Exchange Agent by the
Company on or before the mailing upon the request of the Exchange Agent.
ARTICLE IV INDEMNIFICATION.
4.01 The Exchange Agent shall not be responsible for, and the
Company shall indemnify and hold the Exchange Agent harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) all actions of the Exchange Agent or its agents or
employees required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful misconduct;
(b) the Company's lack of good faith, negligence or
willful misconduct;
(c) the reliance on or use by the Exchange Agent or its
agents or employees of information, records and documents which (i) are received
by the Exchange Agent or its agents or employees and furnished to it by or on
behalf of the Company or F&M, and (ii) have been prepared and/or maintained by
the Company, F&M or any other person or firm on behalf of the Company or F&M;
(d) the reliance on, or the carrying out by the Exchange
Agent or its agents or employees of any instructions or requests made by the
Company; and
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(e) the offer or sale of the Deliverable Shares in
violation of any requirement under the federal securities laws or regulations or
the securities laws or regulations of any state that the Deliverable Shares be
registered in such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with respect to the
offer or sale of the Deliverable Shares in such state.
4.02 At any time the Exchange Agent may apply to any officer of the
Company for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Exchange
Agent under this Agreement, and the Exchange Agent and its agents or employees
shall not be liable and shall be indemnified by the Company for any action taken
or omitted by it in reliance upon such instructions or upon the opinion of such
counsel. The Exchange Agent, its agents and employees shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Company or F&M reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction, information, data,
records or documents provided the Exchange Agent or its agents or employees by
telephone, in person, machine readable input, telex, CRT data entry or other
similar means authorized by the Company or F&M, and shall not be held to have
notice of any change of authority of any person, until receipt of written notice
thereof from the Company or F&M. The Exchange Agent, its agents and employees
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures of the
officers of the Company or F&M, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer agent or co-registrar.
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4.03 In order that the indemnification provisions contained in this
Article IV shall apply, upon the assertion of a claim for which the Company may
be required to indemnify the Exchange Agent, the Exchange Agent shall promptly
notify the Company of such assertion, and shall keep the Company advised with
respect to all developments concerning such claim. The Company shall have the
option to participate with the Exchange Agent in the defense of such claim or to
defend against said claim in its own name or in the name of the Exchange Agent.
The Exchange Agent shall in no case confess any claim or make any compromise in
any case in which the Company may be required to indemnify it except with the
Company's prior written consent.
ARTICLE V STANDARD OF CARE.
5.01 The Exchange Agent shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or that of its
employees.
ARTICLE VI AMENDMENT.
6.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
ARTICLE VII GOVERNING LAW.
7.01 This Agreement shall be construed and provisions hereof
interpreted under and in accordance with the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FIRST FINANCIAL BANCORP.
By:________________________
Attest:
_________________________
FIRST NATIONAL BANK
OF SOUTHWESTERN OHIO
By:_______________________
Attest:
_________________________
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