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EXHIBIT 4.1 & 10.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of May 1, 1998 (the
"First Amendment") between First Financial Bancorp., an Ohio corporation (the
"Company"), and the First National Bank of Southwestern Ohio (the "Rights
Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of November 23, 1993, (the "Agreement") and
WHEREAS, the Company and the Rights Agent now agree to amend the
Agreement to provide for an exchange provision.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. The first line of Section 11(a)(ii) of the Agreement shall
be amended to read as follows:
"If, subject to the provisions of Section 35 below:"
Section 2. A new Section 35 shall be added to the Agreement to read as
follows:
"Section 35. Exchange. (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an
Acquiring Person or an Adverse Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e) hereof) for
shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date of the
adoption of this Section 35 (such exchange ratio being hereinafter
referred to as the "Exchange Ratio"). Notwithstand-ing the foregoing,
the Board of Directors shall not be empowered to effect such exchange
at any time after any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or any such
Subsidiary, or any entity organized, appointed or established by the
Company holding shares of Common Stock for or pursuant to the terms of
any such plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the shares of
Common Stock then outstanding.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph
(a) of this Section 35 and
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without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of shares of
Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give
public notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the validity of
such exchange. The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last addresses
as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the shares of
Common Stock for Rights will be effected and, in the event of any
partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of
Rights (other than Rights which have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this
Section 35, the Company shall take all such action as may be necessary
to authorize additional shares of Common Stock for issuance upon
exchange of the Rights.
(d) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence
fractional shares of Common Stock. In lieu of such fractional shares of
Common Stock, the Company shall pay to the registered holders of the
Right Certificates with regard to which such fractional shares of
Common Stock would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole share of Common
Stock. For the purposes of this paragraph (d), the current market value
of a whole share of Common Stock shall be the closing price of a share
of Common Stock (as determined pursuant to the second sentence of
Section 11(d) hereof) for the Trading Day immediately prior to the date
of exchange pursuant to this Section 35."
Section 3. The amendments set forth in Sections 1 and 2, above, shall
be effective immediately after the two-for-one stock split of the Common Stock,
paid June 1, 1998.
Section 4. Except for the amendments to the Agreement contained in this
First Amendment, all other provisions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
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Attest: FIRST FINANCIAL BANCORP.
By: /s/ Michael R. O'Dell By: /s/ Stanley N. Pontius
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Name: Michael R. O'Dell Name: Stanley N. Pontius
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Title: Sr. Vice President, CFO & Secretary Title: President & CEO
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Attest: THE FIRST NATIONAL BANK OF
SOUTHWESTERN OHIO
By: /s/ Vaden Fitton By: /s/ Rick L. Blossom
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Name: Vaden Fitton Name: Rick L. Blossom
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Title: Secretary Title: President & COO
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