Exhibit 10.11 Form/Executive Supplement Ret Agrmt



 



EXHIBIT 10.11


EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT



THIS AGREEMENT, made and entered into this      day of      , 200     
by and between First Financial Bancorp, an Ohio Corporation (hereinafter called
the “BHC”), and      (hereinafter called the
“Executive”).


WITNESSETH:



WHEREAS, the Executive has been and continues to be a valued employee of the
BHC and its subsidiaries, and is now serving the BHC and its subsidiaries as
its      of      ;


WHEREAS, the Executive’s services to the BHC and its subsidiaries in the past
have been of merit and have constituted a valuable contribution to the
operations of the BHC and its subsidiaries;


WHEREAS, certain tax rules limit the benefit the Executive will receive from
the First Financial Bancorp Employee’s Pension Plan and Trust as amended from
time to time (the “Pension Plan”) and the BHC desires to supplement this
limited retirement benefit;


WHEREAS, it is the desire of the BHC and the Executive to enter into this
Agreement under which the BHC will agree to make certain payments to the
Executive or his beneficiary as provided herein; and


WHEREAS, it is the intent of the parties hereto that this Agreement be
considered an unfunded arrangement maintained primarily to provide supplemental
benefits for the Executive, as a member of a select group of management or
highly compensated employees of the BHC and its subsidiaries for the purposes
of the Employee Retirement Income Security Act of 1974 (ERISA):


NOW, THEREFORE, in consideration of services performed in the past and to be
performed in the future as well as of the mutual promises and covenants herein
contained it is agreed as follows:



	1.	 	IN GENERAL.



[This Agreement entirely amends, restates, and supersedes a prior agreement
titled Executive Supplemental Retirement Agreement dated as of         
between the parties.] The supplemental retirement benefits provided by this
Agreement are granted by the BHC as a benefit to the Executive and are not part
of any salary reduction plan or an arrangement deferring a bonus or a salary
increase. The Executive has no option to take any current payment or bonus in
lieu of these supplemental retirement benefits.



	2.	 	SUPPLEMENTAL BENEFIT.



If the Executive receives or begins to receive benefits under the Pension Plan
due to his or her normal retirement, early retirement, late retirement,
disability retirement, or deferred vested retirement (as those terms or their
equivalents are defined in the Pension Plan from time to time), the BHC shall
pay to the Executive a supplemental benefit (the “Supplemental Benefit”)
determined according to the terms of this Agreement. The amount of the
Supplemental Benefit shall be equal to the difference between: (i) the lump
sum or periodic benefit the Executive actually receives from the Pension Plan,
and (ii) the lump


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sum or periodic benefit the Executive would receive from the Pension Plan, if
payable in the same form and commencing at the same time, but calculated
without regard to the limits then imposed under section 401(a)(17) of the
Internal Revenue Code (the “Code”) on the amount of compensation taken into
account under the Pension Plan or under section 415 of the Code on the amount
of the benefit under the Pension Plan (collectively referred to as the “Code
Limits”). The amount of the Supplemental Benefit will be determined by an
actuary selected by the BHC in its sole discretion. Payment of the
Supplemental Benefit shall be made or commence at the same time and be payable
in the same form and for the same term as the Executive’s Pension Plan benefit.
No Supplemental Benefits shall be payable to the Executive under this
Agreement if the Executive is not eligible to receive such normal, early, late,
disability, or deferred vested benefits under the Pension Plan.



	3.	 	ADJUSTMENTS AFTER BENEFIT COMMENCEMENT.



If the Executive is receiving monthly benefits under the Pension Plan and the
amount of those monthly benefits is increased during the Executive’s life after
the monthly benefits commence and due to changes in the Pension Plan, the
amount of the monthly Supplemental Benefit will be redetermined and increased
accordingly, beginning with the payment under this Agreement for the same
period to which the increase under the Pension Plan applies. However, no
adjustment shall be made for changes in the Code Limits that occur after
Supplemental Benefits under this Agreement are paid or commence to be paid.



	4.	 	DEATH BENEFIT IF DEATH OCCURS AFTER BENEFIT COMMENCEMENT.



If the Executive dies after beginning to receive payments from the Pension Plan
and Supplemental Benefits under this Agreement, the BHC shall pay to the
Executive’s beneficiary as a Supplemental Benefit the amount, if any, which is
applicable under the form and term of benefit elected by the Executive under
the Pension Plan before his or her death.


As examples, if the Executive received a lump sum payment of his or her entire
benefit from the Pension Plan and under this Agreement, or was receiving
payments under the Pension Plan and this Agreement before his death in the form
of a single life annuity, there shall be no Supplemental Payments under this
Agreement after the Executive’s death.


As a further example, if the Executive was receiving Pension Plan payments
before his death in the form of a joint and 50% survivor life annuity, then
Supplemental Payments under this Agreement to the Executive’s beneficiary after
the Executive’s death shall be 50% of the amount of the payments which were
made to the Executive before his or her death and shall be made for the life of
the beneficiary and end with the beneficiary’s death.


As an additional example, if the Executive was receiving payments under the
Pension Plan and this Agreement before his death in the form of an annuity with
a term certain, and the Executive dies before the end of the term certain,
Supplemental Payments under this Agreement to the Executive’s beneficiary after
the Executive’s death shall be the same amount of the payments which were made
to the Executive before his or her death and shall continue for the remaining
period of the term certain and end when such term ends.


For purposes of Sections 4 and 5 of this Agreement, the Executive’s beneficiary
shall be the same person or persons as the Executive’s beneficiary determined
under the Pension Plan.



	5.	 	DEATH BENEFIT IF DEATH OCCURS PRIOR TO BENEFIT COMMENCEMENT.



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If the Executive dies before he or she begins to receive any payments from the
Pension Plan and this Agreement but when the Executive’s beneficiary is
entitled to a death benefit under the Pension Plan, the BHC shall pay under
this Agreement to the Executive’s beneficiary a Supplemental Benefit equal to
the difference between (i) the death benefit the Executive’s beneficiary
actually receives from the Pension Plan and (ii) the death benefit the
Executive’s beneficiary would receive from the Pension Plan calculated without
regard to the Code Limits. Such benefit shall commence at the same time and be
payable in the same form and for the same term as the beneficiary’s death
benefit under the Pension Plan.



	6.	 	BENEFIT ACCOUNTING.



The BHC shall account for Supplemental Benefits under this Agreement using the
regulatory accounting principles of the BHC’s primary federal regulator. The
BHC shall establish an accrued liability retirement account for the Executive
into which appropriate reserves shall be accrued in the amount determined by
the BHC’s certified public accounting firm.



	7.	 	PARTICIPATION IN OTHER PLANS.



The benefits provided hereunder shall be in addition to Executive’s annual
salary as determined by the Board of Directors, and shall not affect the right
of the Executive to participate in any current or future bank retirement plan,
group insurance, bonus, or in any supplemental compensation arrangement which
constitutes a part of the regular compensation structure of the BHC or its
subsidiaries. Any Supplemental Benefits payable under this Agreement shall not
be deemed salary or other compensation to the Executive for the purpose of
computing benefits to which he or she may be entitled under any pension plan or
other employee benefit plan of the BHC or its subsidiaries.



	8.	 	NO ASSIGNMENT OR ALIENATION.



The Executive, the Executive’s spouse, and any other designee, assignee, or
successor of the Executive, shall not have any right to commute, sell, assign,
transfer, anticipate, alienate, or otherwise convey the right to receive any
payments hereunder, which payments and the right thereto are expressly declared
to be non-assignable and non-transferable. In the event of any attempted
assignment, transfer, or other action listed in the prior sentence, the BHC
shall have no further liability to any person under this Agreement.



	9.	 	NO FUNDING OBLIGATION.



The BHC shall have no obligation to set aside, earmark, or entrust any fund or
money with which to pay its obligations under this Agreement. The BHC reserves
the absolute right at its sole discretion to either segregate assets to meet
the obligations undertaken by this Agreement or to refrain from segregating
such assets.



	10.	 	GENERAL ASSETS OF THE BHC.



The rights of the Executive under this Agreement and of any beneficiary of the
Executive shall be solely those of an unsecured creditor of the BHC. If the
BHC shall acquire an insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood and agreed that
neither the Executive nor any beneficiary of the Executive shall have any right
with respect to, or claim against, such policy or other asset. Such policy or
asset shall not be deemed to be held under any trust for the benefit of the
Executive or his or her beneficiaries or to be held in any way as collateral
security for the fulfilling of the obligations of the BHC under this Agreement.
It shall be, and remain, a general,


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unpledged, unrestricted asset of the BHC, and the Executive and his or her
beneficiaries shall not have a greater claim to the insurance policy or other
assets or any interest in either of them, than any other general creditor of
the BHC. Nothing in this Agreement shall be deemed to create any fiduciary
relationship.



	11.	 	BINDING EFFECT.



This Agreement shall be binding upon and inure to the benefit of the BHC, its
affiliates, successors, and assigns, and the Employee, and his or her heirs,
executors, administrators, and legal representatives. The BHC will not merge
or consolidate with any other company or organization, or permit its business
activities to be taken over by any other organization, unless the entity
expressly acknowledges its obligations under this Agreement and agrees to abide
by its terms.



	12.	 	AMENDMENT.



The BHC Board of Directors or its delegate shall have the right to amend or
modify the Agreement at any time in any manner whatsoever, in whole or in part;
provided, however, that no amendment will directly or indirectly operate to
reduce the benefit that has been earned by the Executive (or, in the case of a
deceased Executive, his or her beneficiary) at the time the amendment is
adopted, unless the Executive or beneficiary, as applicable, consents in
writing to such amendment.



	13.	 	TERMINATION.



Continuance of the Agreement is completely voluntary and is not assumed as a
contractual obligation of the BHC. The BHC, by written resolution of the Board
of Directors, will have the right to terminate the Agreement at any time;
provided, however, that the termination will not directly or indirectly operate
to reduce the benefit that has been earned by the Executive (or, in the case of
a deceased Executive, his or her beneficiary) at the time the termination is
approved.



	14.	 	NOT A CONTRACT OF EMPLOYMENT.



This Agreement shall not be deemed to constitute a contract of employment
between the parties hereto, nor shall any provision hereof restrict the right
of the BHC and its subsidiaries to discharge the Executive or change the terms
and conditions of his or her employment, or restrict the right of the Executive
to terminate his or her employment.



	15.	 	TAXATION.



The BHC does not represent or guarantee that any particular federal or state
income or other tax consequence will result from participation in this
Agreement. The Executive agrees that he or she will consult professional tax
advisors if he or she desires information about the tax consequences of his or
her participation. If the BHC is required to withhold amounts under applicable
federal, state, or local tax laws, rules, or regulations with respect to
Supplemental Benefits under this Agreement, the BHC shall be entitled to deduct
and withhold such amounts from any cash payment made pursuant to this
Agreement, and if such amounts are not adequate for the required withholding
amount, from any other compensation due from the BHC or its affiliates to the
Executive or the Executive’s beneficiary.



	16.	 	PAYMENTS TO REPRESENTATIVES.



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If the Executive or the Executive’s beneficiary entitled to receive any benefit
hereunder is determined by the Administrator or is adjudged to be legally
incapable of giving valid receipt for such benefit, the benefit will be paid to
a duly appointed and acting conservator or guardian or other legal
representative of the Executive or beneficiary, if any, and if no such
conservator, guardian, or legal representative is appointed and acting, to such
person or persons as the Administrator may designate. Such payments will, to
the extent made, be deemed a complete discharge for such payments under this
Agreement.



	17.	 	HEADINGS.



Headings and subheadings of this Agreement are inserted for reference and
convenience only and shall not be deemed a part of this Agreement.



	18.	 	APPLICABLE LAW.



The validity and interpretation of this Agreement shall be governed by the laws
of the State of Ohio.



	19.	 	EFFECTIVE DATE AND TERM.



The effective date of this agreement shall be effective as of the date first
set forth herein. This Agreement shall remain in effect until all benefits due
hereunder have been paid, or until terminated by mutual consent of the parties.



	20.	 	ADMINISTRATION AND CLAIMS PROCEDURE.



The Administrator of this plan shall be a committee consisting of members of
the BHC’s Board of Directors, as determined by such Board. The Administrator
shall have full discretion and authority to interpret and construe each and all
provisions of the Agreement, determine the eligibility of any person for
benefits hereunder, make factual determinations, correct defects, supply
omissions, and reconcile inconsistencies hereunder, and the interpretation of
the Administrator shall be binding on all interested parties. The committee
may delegate to others some or all of its authority and responsibility as
Administrator, and may employ and rely on such legal counsel, actuaries,
accountants, and agents as it may deem advisable to assist in the
administration of the Agreement.


The Administrator will advise each Executive and beneficiary of any benefit to
which he or she is entitled under the Agreement. If any person believes that
the Administrator has failed to advise him or her of any benefit to which he or
she is entitled or to pay him or her any benefit then due under the Agreement,
he or she may file a written claim with the Administrator. The Administrator
shall review the written claim and if the claim is denied, in whole or in part,
shall provide in writing within sixty days of receipt of such claim the
specific reasons for such denial, reference to the provisions of this Agreement
upon which the denial is based and notice of any additional material or
information necessary to perfect the claim. Such written notice shall indicate
the steps to be taken by claimants if an appeal of the claim denial is desired.
A claim shall be deemed denied if the Administrator fails to take any action
within the aforesaid sixty-day period.


If claimants desire to appeal, they must file such appeal with the
Administrator in writing within sixty days of the claim denial. In connection
with an appeal, claimants may review this Agreement or any documents relating
thereto and submit any written issues and comments they may feel appropriate.
In its sole discretion, the Administrator shall then review the appeal and
provide a written decision within sixty days of receipt of such appeal. This
decision shall state the specific reasons for the decision and shall include
reference to specific provisions of this Agreement upon which the decision is
based.


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	21.	 	INDEMNIFICATION.



To the maximum extent permitted by law, the Administrator, and each person
serving as a member of the committee which is the Administrator, will not be
held liable by reason of any contract or other instrument executed by the
Administrator or on the Administrator’s behalf, nor for any determination
hereunder made or action taken or not taken in good faith. The Administrator,
each member of the committee, and each other person to whom any duty or power
with respect to the Agreement may be delegated will be indemnified and held
harmless by the BHC against any claims, damages, and other liabilities,
including without limitation all expenses (including attorneys’ fees and
costs), judgments, fines, and amounts paid in settlement and actually and
reasonably incurred by him or her in connection with any action, suit, or
proceeding arising out of the Administrator’s responsibilities with respect to
the Agreement, provided, however, that this indemnification will not apply if
the individual concerned did not act in good faith and in the manner he or she
reasonably believed to be in (or not opposed to) the best interest of the BHC,
or, with respect to any criminal action or proceeding, had reasonable cause to
believe his or her conduct was unlawful. This indemnification provision is in
addition to any other indemnification provisions which may apply and shall not
reduce any rights under such other provisions.


IN WITNESS WHEREOF, the BHC has caused this Agreement to be signed in its
corporate name by its duly authorized officer, and Executive has hereunto set
his or her hand, all effective as of the day and year first above written.



	 	 	 	 
	 	 	
FIRST FINANCIAL BANCORP
	 	 	 
	 	 	
By: 	 
	 	 	   	

	 
	
	 	
Title: 	 
	Witness	 	   	




	 	 	 
	 	 	 
	 	 	
EXECUTIVE:
	 	 	 
	

	 	


	Witness	 	 




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