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EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of First Financial Bancorp. of our report dated January 15, 1998, included in
the 1997 Annual Report to Shareholders of First Financial Bancorp.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-46819) pertaining to the First Financial Bancorp. 1991 Stock
Incentive Plan and in the related Prospectus of our report dated January 15,
1998, with respect to the consolidated financial statements of First Financial
Bancorp. incorporated by reference in the Annual Report (Form 10-K) for the year
ended December 31, 1997.
Ernst & Young LLP
March 16, 1998
Cincinnati, Ohio
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Exhibit 3a
ARTICLES OF INCORPORATION
OF
FIRST FINANCIAL BANCORP.
The undersigned, a majority of whom are citizens of the United
States, desiring to form a corporation, for profit, under Sections 1701.01 et
seq. of the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be First Financial
Bancorp.
SECOND. The place in Ohio where its principal office is to be
located is Hamilton, Butler County.
THIRD. The purposes for which it is formed are: to organize,
purchase, acquire, own, invest in, or control banks and other companies, and the
shares and securities of the same, in accordance with, and to the full extent
permitted by, the Bank Holding Company Act of 1956 and other applicable laws of
the United States, or of this State, as now or hereafter amended, and to carry
on the business of a bank holding company in accordance with such laws; and to
engage in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is Sixty Million (60,000,000) shares
of common stock of the par value of Eight ($8.00) Dollars per share.
(a) Dividends. The holders of shares of common stock shall be
entitled to receive dividends, if and when declared payable from time to time by
the Board of Directors, from any funds legally available therefor.
(b) Voting. Each outstanding share of the common stock of the
corporation shall entitle the holder thereof to one vote and the exclusive
voting power for all purposes shall be vested in the holders of common stock.
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(c) Preemptive Rights. No holder of shares of the common stock
of the corporation shall have preemptive rights to subscribe for or to purchase
any shares of the common stock of the corporation or any other securities of the
corporation, whether such share or shares are now or hereafter authorized.
(d) Purchase of Own Securities. The corporation shall be
authorized to purchase or otherwise acquire, and to hold, own, pledge, transfer
or otherwise dispose of, shares of its own common stock and other securities,
subject, however, to the laws of the State of Ohio and to federal statutes, and
without limitation to the Bank Holding Company Act of 1956 as amended and as
hereinafter may be amended or supplemented.
(e) The shareholders shall not have the right to vote
cumulatively in the election of directors effective for the Annual Meeting
occurring in 1988 and thereafter.
FIFTH. The number and qualification of directors of the
corporation shall be fixed from time to time by its Code of Regulations. The
number of directors may be increased or decreased as therein provided but the
number thereof shall in no event be less than nine. The Board of Directors shall
be divided into three classes as nearly equal in number as the then total number
of directors constituting the whole board permits, with the term of office of
one class expiring each year. At the first annual meeting of stockholders,
directors of Class I shall be elected to hold office for a term expiring at the
next succeeding annual meeting, directors of Class II shall be elected to hold
office for a term expiring at the second succeeding annual meeting, and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting. In no event shall there be less than three
directors per class. Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose terms shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. In the event of any increase in the number of
directors of the corporation, the additional directors shall be so classified
that all classes of directors shall be increased equally as nearly as may be
possible. In the event of any decrease in the number of directors of the
corporation, all classes of directors shall be decreased as equal as possible.
No reduction in number of directors shall of itself have the effect of
shortening the term of an incumbent director.
SIXTH. Each person who is or was a director, officer, employee
or agent of the corporation shall be indemnified by the corporation to the full
extent permitted by the Revised Code of Ohio against any liability, cost or
expense incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as a director, officer, employee or agent.
The corporation may, but shall not be obligated to, maintain insurance, at its
expense, to protect itself and any such person against any such liability, cost
or expense.
SEVENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by the laws of Ohio, and all rights and
powers conferred herein upon stockholders and directors are granted subject to
this reservation.
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EIGHTH. The amount of capital with which the corporation shall
begin business is Five Hundred ($500.00) Dollars.
IN WITNESS WHEREOF, we have hereunto subscribed our names,
this 20th day of July, 1982.
FIRST FINANCIAL BANCORP
/s/Robert Q. Millan
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Robert Q. Millan
/s/Richard J. Fitton
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Richard J. Fitton
/s/Elliott D. Levey
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Elliott D. Levey
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Exhibit 3b
AMENDED AND RESTATED REGULATIONS
OF
FIRST FINANCIAL BANCORP.
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.1. ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the principal
office of the Corporation, 300 High Street, Hamilton, Ohio, or such other place
as the Board of Directors may designate, at 2:00 P.M., on the fourth Tuesday of
April each year. Notice of such meeting shall be mailed, postage prepaid, at
least ten days prior to the date thereof, addressed to each shareholder at his
address appearing on the books of the Corporation.
SECTION 1.2. SPECIAL MEETINGS. Special meetings of shareholders
for any purpose or purposes may be called by the Chairman of the Board, by the
President, by the Vice President authorized to exercise the authority of the
President in the case of the President's absence, death or disability, by
resolution of the directors or by the holders of not less than one-half of the
outstanding voting power of the Corporation.
SECTION 1.3. QUORUM. At all meetings of shareholders, the holders
of record of a majority of shares entitled to vote at each meeting, present in
person or by proxy, shall constitute a quorum, but no action required by law the
(Amended) Articles or these Amended and Restated Regulations to be authorized or
taken by the holders of a designated proportion of the shares of any particular
class or of each class, may be authorized or taken by a lesser proportion. The
holders of a majority of the voting shares represented at a meeting, whether or
not a quorum is present, may adjourn such meeting from time to time.
SECTION 1.4. PROXIES. Any shareholder entitled to vote at a
meeting of shareholders may be represented and vote thereat by proxy appointed
by an instrument in writing subscribed by the shareholder or his duly authorized
agent, and submitted to the secretary of the Corporation or the inspectors of
election at or before said meeting.
ARTICLE II
DIRECTORS
SECTION 2.1. NOMINATION. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally.
Shareholders intending to nominate director candidates for election must deliver
written notice thereof to the Secretary of the Corporation not later than (i)
with respect to an election to be held at any annual meeting of shareholders, 90
days prior to the date one year from the date of the immediately preceding
annual meeting of shareholders, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders. Such a notice timely given by a shareholder shall
set forth certain information concerning such shareholder and his or her
nominee(s), including: the name and address of the shareholder and each nominee;
the age and principal occupation or employment of each nominee; the number of
shares of equity securities beneficially owned by each nominee; a representation
that the shareholder is a holder of record of
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shares entitled to vote at the meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
a description of all arrangements or understandings between the shareholder and
each nominee; such other information regarding each nominee as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and the consent of each nominee to serve as a director of the
corporation if elected. The corporation may also require any proposed nominee to
furnish other information reasonably required by the corporation to determine
the proposed nominee's eligibility to serve as a director. The presiding officer
at the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedures and any person not nominated in
accordance with the foregoing procedures shall not be eligible for election as a
director.
SECTION 2.2. NUMBER. The number of directors of the Corporation, which
shall not be less than nine nor more than twenty-five, shall be fifteen until
increased or decreased at any time by the affirmative vote of two-thirds of the
whole authorized number of directors or, at a meeting of the shareholders called
for the purpose of electing directors at which a quorum is present, by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
power of the Corporation voting as a single class. Directors shall hold office
in their respective classes for three-year terms. The election of directors
shall be held at the annual meeting of shareholders for the class year of
directors whose terms expire at the annual meeting, except that a majority of
the directors in office at any time, though less than a majority of the whole
authorized number of directors, may, by the vote of a majority of their number,
fill any director's office that is created by an increase in the number of
directors or by a vacancy; provided, however, that in any period between annual
meetings of shareholders, the directors will not increase the number of
directors by more than three. A vacancy is created by the death, resignation,
removal or incapacity of a director prior to the end of his term or by the
failure of the shareholders at any time to elect the whole authorized number of
directors. A director may be removed for cause. Cause if defined to exist if a
court of law finds a director guilty of a felony or has breached his fiduciary
duty under the laws of Ohio.
SECTION 2.3. CLASSES OF DIRECTORS. The directors' terms are
divided into three classes of terms consecutively expiring. The classes are
known as Classes I, II and III. The directors of each class are shown on the
Proxy Statement issued to shareholders of record.
SECTION 2.4. MEETINGS. Meetings of the Board of Directors shall
be held at the principal office of the Corporation or at such other place,
within or without the State of Ohio, as may be determined by the Board. Two
day's notice of such meeting shall be given to each director, unless the Board
of Directors has fixed a regular time and place for such meetings, in which case
no notice shall be required for meetings held at such time and place. Meetings
may be called by the Chairman of the Board, the President, or by any seven
directors, upon giving the notice as herein required.
SECTION 2.5. MANDATORY RETIREMENT. No person shall be elected or
re-elected a director after reaching his seventieth (70th) birthday.
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SECTION 2.6. DIRECTOR EMERITUS. The Board shall have the right
from time to time to choose as Directors Emeritus persons who have had prior
service as members of the Board and who may receive such compensation as shall
be fixed from time to time by the Board of Directors.
SECTION 2.7. COMMITTEES. The Board of Directors is authorized to
create an Executive Committee of not less than three (3) members of the Board
and such other committees as it sees fit, which, to the extent authorized by the
Board of Directors, may exercise all powers of the Board of Directors between
meetings of said Board, other than that of filling vacancies among the directors
or any committee of the directors.The Board of Directors may designate any one
of the directors of the Corporation as an alternate member of any committee to
replace any absent or disqualified member at any meeting of such committee.
ARTICLE III
OFFICERS
SECTION 3.1. CHAIRMAN OF THE BOARD. The Board of Directors may
appoint one of its members to be Chairman of the Board to serve at the pleasure
of the Board. He shall preside at all meetings of the Board of Directors. He
shall exercise such powers and duties, as from time to time may be conferred
upon, or assigned to, him by the Board of Directors.
SECTION 3.2. PRESIDENT. The Board of Directors shall appoint one
of its members to be President of the Corporation. In the absence of the
Chairman, he shall preside at any meeting of the Board. The President shall have
general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the office of
President, or imposed by these Amended and Restated Regulations. He shall also
have and may exercise such further powers and duties as from time to time may be
conferred upon, or assigned to, him by the Board of Directors.
SECTION 3.3. VICE PRESIDENTS. The Board of Directors may appoint
one or more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Chief Executive Officer.
SECTION 3.4. SECRETARY. The Board of Directors shall appoint a
Secretary who shall keep accurate minutes of all meetings. He shall attend to
the giving of all notices required by these Amended and Restated Regulations to
be given. He shall be custodian of the corporate seal, records, documents and
papers of the Corporation. He shall provide for the keeping of proper records of
all transactions of the Corporation. He shall have and may exercise any and all
other powers and duties pertaining by law, regulation or practice, to the office
of the Secretary or imposed by these Amended and Restated Regulations. He shall
also perform such other duties as may be assigned to him, from time to time by
the Chief Executive Officer.
SECTION 3.5. OTHER OFFICERS. All other officers appointed by the
Board of Directors shall have such duties as defined by law and as may from time
to time be assigned to them by the Chief Executive Officer or the Board of
Directors.
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SECTION 3.6. TERM OF OFFICE. All officers of the Corporation
shall be chosen by the Board of Directors by a majority vote and shall hold
office until the first meeting of the Board of Directors following the next
annual meeting of shareholders or until their successors are elected and duly
qualified. The Board of Directors may remove any officer at any time with or
without cause by a majority vote.
SECTION 3.7. RETIREMENT DATE. Normal retirement date for all
employees is the employee's 65th birthday.
ARTICLE III-A IV
INDEMNIFICATION
The Corporation shall, to the full extent permitted by the General
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant
hereto.
ARTICLE V
CERTIFICATES
SECTION 5.1. Certificates evidencing the ownership of shares of
the Corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Chairman of the Board, and of the Secretary of the
Corporation, the corporate seal, and such recitals as may be required by law.
Such signatures and seal on the certificate may be facsimile signatures.
SECTION 5.2. Subject to any applicable provision of law or the
Articles, transfers of shares of the Corporation shall be made only upon its
books, upon surrender and cancellation of a certificate or certificates for the
shares so transferred. Any certificate so presented for transfer shall be
endorsed or shall be accompanied by separate written assignment or a power of
attorney, signed by the person appearing by the certificate to be the owner of
the shares represented thereby.
SECTION 5.3. Lost, Stolen, Destroyed, or Mutilated Certificates.
The Corporation may, in its discretion, upon evidence satisfactory to it of the
loss, theft, or destruction of any certificate for shares of the Corporation,
authorize the issuance of a new certificate in lieu thereof, and may, in its
discretion, require as a condition precedent to such issuance, the giving, by
the owner of such alleged lost, stolen, or destroyed certificate, of a bond of
indemnity, in form and amount, with surety, satisfactory to the Corporation,
against any loss or damage which may result to, or claim which may be made
against, the Corporation, or any transfer agent or registrar of its shares, in
connection with such alleged lost, stolen, or destroyed, or such new,
certificate. If any certificate for shares of the Corporation becomes worn,
defaced, or mutilated, the Corporation may, upon production and surrender
thereof, order that the same be canceled and that a new certificate be issued in
lieu thereof.
ARTICLE VI
CORPORATE SEAL
SECTION 6.1. CORPORATE SEAL. The Chairman of the Board, the
President, Vice President, or Secretary or other officers designated by the
Board of Directors, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. The seal of the
Corporation shall be such as the Board of Directors may from time to time
determine.
ARTICLE VII
MISCELLANEOUS PROVISIONS
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SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation
shall be the calendar year.
SECTION 7.2. EXECUTION OF INSTRUMENTS. All agreements, deeds,
conveyances, transfers, certificates, and any other documents may be signed on
behalf of the Corporation by the Chairman of the Board, or the President, or
such other designated officers that the Board may designate from time to time.
SECTION 7.3. RECORDS. The Articles of the Corporation, the
Amended and Restated Regulations and the proceedings of all meetings of the
shareholders, the Board of Directors, standing committees of the Board, shall be
recorded in appropriate minute books provided for the purpose. The minutes of
each meeting shall be signed by the Secretary or other officer appointed to act
as Secretary of the meeting.
ARTICLE VIII
AMENDMENT, ALTERATION OR REPEAL
SECTION 8.1. INSPECTION. A copy of the Amended and Restated
Regulations, with all amendments thereto, shall at all times be kept in a
convenient place at the office of the Corporation, and shall be open for
inspection during all business hours.
SECTION 8.2. AMENDMENTS. The Amended and Restated Regulations may be
amended, altered, repealed, or replaced only by the affirmative vote of the
holders of at least two-thirds of the outstanding voting power of the
Corporation voting as a single class at a meeting of shareholders called for
such purpose, unless such amendment, alteration, repeal or replacement is
recommended by the affirmative vote of two-thirds of the whole authorized number
of directors, in which case these Amended and Restated Regulations may be
amended, altered, repealed or replaced by the affirmative vote of the holders of
a majority of the outstanding voting power of the Corporation voting as a single
class at a meeting of shareholders called for such purpose.