Exhibit 10.12 Form/Endorsmt Method Split Dollar Ag



 



EXHIBIT 10.12


ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT



THIS AGREEMENT (the “Agreement”) is made as of this          day of     ,
by and between the following parties:          (the “Bank”) and          
(the “Executive”).


This Agreement between the Bank and the Executive sets forth the terms under
which the Bank will purchase and own a life insurance policy (the “Policy”)
insuring the life of the Executive, and the death proceeds of the Policy will
be divided between the Bank and the beneficiary designated by the Executive.
This Agreement is made in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and adequacy of which
hereby are acknowledged.


This Agreement amends, restates, and completely replaces a prior agreement
concerning a split dollar life insurance policy between the Bank and the
Executive executed as of .



	I.	 	POLICY TITLE AND OWNERSHIP
	 
	 	 	The Bank has applied for one or more life insurance policies, hereinafter
collectively referred to as the “Policy,” insuring the life of the
Executive. Schedule A, which is attached hereto and incorporated herein
by reference as if fully rewritten, provides the following information
with regard to the Policy: the issuer thereof (the “Insurer”), the death
benefit amount, the policy number, and such other information as therein
set forth. The Bank and the Executive agree to take all necessary action
to cause the Insurer to issue the Policy and to cause the Policy to
conform to the provisions of this Agreement. The Bank and the Executive
further agree that the Policy shall be subject to the terms and
conditions of this Agreement. If the Bank and the Executive mutually
agree to increase the coverage under the Policy, the rights, duties, and
benefits of the parties to such increased coverage shall continue to be
subject to the terms of this Agreement.
	 
	 	 	The Bank shall be the sole and absolute owner of and shall possess all
incidents of ownership in the Policy and may exercise all ownership
rights granted to the owner thereof by the terms of the Policy except as
may be otherwise provided in this Agreement.
	 
	 	 	The Bank alone may, to the extent of its interest, exercise the right to
borrow from or withdraw the Policy cash values. The amount of such loans
and withdrawals and any unpaid interest thereon shall at no time exceed
the Part One Share of the Bank as defined in Section VI of this
Agreement. The interest due on any such Policy loans shall be a debt of
the Bank owed to the Insurer.
	 
	 	 	This Agreement is effective as to a Policy upon execution of this
Agreement or upon issuance of such Policy, whichever is later. The Bank
shall be responsible for safeguarding the Policy.
	 
	II.	 	BENEFICIARY DESIGNATION RIGHTS
	 
	 	 	The Executive shall have the right and power to instruct the Bank from
time to time to designate a beneficiary or beneficiaries (collectively
referred to herein as the “Executive’s Beneficiary”) to receive the Part
Two Share of the proceeds payable under this Agreement upon the death of
the Executive, and to elect a payment option for such Executive’s
Beneficiary, subject to any right or



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	 	 	interest the Bank may have in such proceeds, as provided in this
Agreement. The Bank agrees to designate the Executive’s Beneficiary for
the Part Two Share in such Policy in accordance with the written
direction of the Executive. The parties to this Agreement shall execute
and forward promptly and without unreasonable delay, changes in
beneficiary designation forms and documents, including the Policy, as
required by the Insurer, to effectuate the exercise of any rights of the
parties hereto. If the Executive does not designate a Beneficiary or if
no Beneficiary survives the Executive, the Executive’s Beneficiary shall
be his or her estate.
	 
	III.	 	PREMIUM PAYMENT METHOD
	 
	 	 	The Bank shall pay amounts equal to the planned premiums and any other
premium payments that might become necessary to keep the Policy in force.
	 
	IV.	 	USE OF DIVIDENDS
	 
	 	 	Dividends declared on the Policy shall be applied as the Bank elects on the Policy application.
	 
	V.	 	TAXABLE BENEFIT
	 
	 	 	The Executive will receive an annual taxable benefit equal to the assumed
cost of insurance to the extent required by the Internal Revenue Service.
The Bank will cause the amount of imputed income received annually to be
reported to the Executive on Form W-2 or its equivalent.
	 
	VI.	 	DIVISION OF DEATH PROCEEDS
	 
	 	 	Upon the death of the Executive, the Bank shall cooperate with the
Executive’s Beneficiary to take whatever action is necessary to collect
the death benefit provided under the Policy. Subject to Section VII of
this Agreement, the death proceeds of the Policy shall be divided as
follows and paid in the following order to the extent that such proceeds
permit. All payments of proceeds under the Part One Share and the Part
Three Share will be reduced by outstanding policy loans or withdrawals
made to or by the Bank. When such death benefit has been collected and
paid as provided herein, this Agreement shall thereupon terminate.




	 	A.	 	Part One Share. First the Bank shall be entitled to an
amount known herein as the “Part One Share” which is equal to the
premiums which the Bank has paid for the Policy.
	 
	 	B.	 	Part Two Share. Second, the Executive’s Beneficiary shall be
entitled to an amount known herein as the “Part Two Share” which is
equal to the following:




	(i)	 	If the Executive is employed by the Bank or an
Affiliated Employer at the time of his or her death, the Part
Two Share shall be equal to three (3) times the Executive’s
base salary in effect at the time of his or her death. For
purposes of this Agreement, “Affiliated Employer” means First
Financial Bancorp and any employer which is a direct or
indirect subsidiary of First Financial Bancorp, but only
during the period it is such a subsidiary.
	 
	(ii)	 	If the Executive is not employed by the Bank or
an Affiliated Employer at the time of his or her death, and
if, when the Executive’s employment with the Bank and all
Affiliated Employers terminated, the Executive: (a) was then
eligible to receive an immediate retirement benefit under the
Early Retirement, Normal Retirement, Late Retirement, or
Disability Retirement provisions of the First



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	 	 	Financial Bancorp Employees’ Pension Plan and Trust as in
effect from time to time, and (b) had been employed by First
Financial Bancorp and/or an Affiliated Employer for at least
five years, the Part Two Share shall be equal to three (3)
times the Executive’s base salary at the time of his or her
termination of employment. For purposes of clause (b) of
this subparagraph, employment with an Affiliated Employer
other than First Financial Bancorp (or the successor or
predecessor of that Affiliated Employer) during any period
during which that employer is not a subsidiary or affiliate
of First Financial Bancorp shall be disregarded.
	 
	(iii)	 	For purposes of this Agreement, an Executive’s
base salary shall be his or her base annual rate of
compensation not including fringe benefits, bonuses, incentive
compensation, severance pay, contributions to or benefits paid
under qualified or nonqualified retirement or deferred
compensation plans, stock options, expense reimbursements, or
other forms of special compensation. Notwithstanding the
prior sentence, the Executive’s base salary shall include any
pre-tax elective deferral contributions made at the
Executive’s election under a cash or deferred arrangement that
is qualified under section 401(k) of the Internal Revenue Code
and any elective contributions made by the Executive under a
Code section 125 cafeteria plan or flexible spending
arrangement.




	 	C.	 	Part Three Share. Third, the Bank shall be entitled to an
amount known herein as the “Part Three Share” which is equal to the
remainder of the proceeds.
	 
	 	D.	 	If there is interest due on the death benefit proceeds, the
Bank and the Executive’s Beneficiary shall share in such interest in
proportion to the amount each party receives from the death
proceeds.




	VII.	 	OTHER DISPOSITION OF THE POLICY
	 
	 	 	Subject to the Executive’s option to purchase an assignment of the Policy
under Section IX below, if this Agreement terminates for any reason
(except due to the death of the Executive if such death entitles the
Executive’s Beneficiary to a Part Two Share under Section VI hereof), the
Bank may surrender or cancel the Policy for its cash surrender value and
retain all such value, or the Bank may change the beneficiary designation
provisions of the Policy, naming itself or any other person or entity as
beneficiary thereof, or exercise any other ownership rights in and to the
Policy, without regard to the provisions of this Agreement. Thereafter,
neither the Executive nor any person claiming for or through him or her
shall have any further interest in and to the Policy, either under the
terms thereof or this Agreement.
	 
	VIII.	 	PREMIUM WAIVER
	 
	 	 	If the Policy contains a premium waiver provision and such waiver becomes
operative, such waived premium amounts shall be considered for all
purposes of this Agreement as having been paid by the Bank.



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	IX.	 	TERMINATION OF AGREEMENT
	 
	 	 	This Agreement shall terminate upon the final payment of death benefits
as provided under Section VI hereof. This Agreement also shall terminate
upon the happening of any one of the following:




	 	A.	 	The Executive shall leave the employ of the Bank and all
Affiliated Employers (voluntarily or involuntarily) for a reason
other than his or her death and prior to having met all of the
requirements in Section VI(B)(ii) above.
	 
	 	B.	 	The Executive shall be discharged from employment with the
Bank or an Affiliated Employer for cause. Solely for purposes of
this Agreement, “cause” shall mean gross negligence or gross neglect
or the commission of a felony or gross misdemeanor involving moral
turpitude, fraud, dishonesty, or willful violation of any law that
results in any adverse effect on the Bank or an Affiliated Employer.
	 
	 	C.	 	The Executive shall notify the Bank in writing that he or she
irrevocably elects to terminate this Agreement and relinquish all of
his or her rights thereunder.




	 	 	If the Executive’s employment is terminated for cause or if the Executive
elects to terminate this Agreement, this Agreement shall terminate as of
the date of termination of employment or the date that the termination
election is received by the Bank, respectively, and neither the Executive
nor any person claiming for or through him shall have any further rights
under this Agreement or under the Policy. If the Executive’s employment
terminates for any reason except cause or the Executive’s death, the Bank
shall promptly notify the Executive that he or she has an assignable
option to receive from the Bank an absolute assignment of the Policy in
consideration of a cash payment to the Bank, equal to the greater of:




	 	A.	 	The cash value of the Policy as of the date of such
assignment, or
	 
	 	B.	 	The amount of the premiums paid by the Bank prior to the date
of such assignment plus interest at the annual rate of six percent
(6%).




	 	 	The amounts in items A and B above shall be reduced by any outstanding
loans or withdrawals from the Policy made by the Bank.
	 
	 	 	If the Executive does not provide written notice to the Bank that he or
she elects to exercise this option within fourteen (14) calendar days
after the Bank sends notice of such option, this Agreement and all of the
Executive’s rights, interest, and claims hereunder and in the Policy
shall terminate and be irrevocably forfeited as of the end of such 14 day
period.
	 
	 	 	If the Executive provides timely written notice of the exercise of such
option, he or she shall have thirty (30) calendar days from the date the
Bank first notifies him or her of such option to make the required cash
payment to the Bank or to notify the Bank in writing that he or she
irrevocably elects to have such payment deducted from any amounts then
owed to him or her by the Bank. If the Executive timely pays for such
assignment, this Agreement shall terminate as of the date of the
assignment of the Policy. If the Executive does not timely pay, this
Agreement and all of the Executive’ rights, interest, and claims
hereunder and in the Policy shall terminate and be irrevocably forfeited
as of the end of such 30 day period.



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	X.	 	ASSIGNMENT
	 
	 	 	Notwithstanding any provision hereof to the contrary, the Executive may,
with the Bank’s written consent, absolutely and irrevocably assign by
gift all of his or her right, title, and interest in and to this
Agreement and the Policy to an assignee. This right shall be exercisable
by the execution and delivery to the Bank of a written assignment, on a
form prepared or approved by the Bank. Upon the Bank’s consent to such
written assignment executed by the Executive and duly accepted by the
assignee thereof, the Bank shall indicate its consent thereto in writing
and shall thereafter treat the Executive’s assignee as the sole owner of
all of the Executive’s right, title, and interest in and to this
Agreement and in and to the Policy. Thereafter, the Employee shall have
no right, title, or interest in and to this Agreement or the Policy.
Notwithstanding the foregoing, the provisions of Section VI(B)(i) and
(ii) shall be applied by determining the employment status and/or pension
eligibility of the Executive (the assignor), not the assignee.
	 
	 	 	The Bank may pledge or assign the Policy, subject to the terms and
conditions of this Agreement, for the sole purpose of securing a loan
from the Insurer or from a third party. The amount of such loan together
with accumulated interest thereon shall not exceed the lesser of the
amount of premiums paid by the Bank on the Policy or the cash surrender
value of the Policy.
	 
	XI.	 	AGREEMENT BINDING
	 
	 	 	This Agreement shall be binding upon and inure to the benefit of the Bank
and its successors and assigns, and the Executive and his or her heirs,
successors, personal representatives, executors, administrators, assigns,
and beneficiaries.
	 
	XII.	 	NAMED FIDUCIARY AND PLAN ADMINISTRATOR
	 
	 	 	The Bank is hereby designated the “Named Fiduciary” under this Agreement.
As Named Fiduciary, the Bank shall be responsible for the management,
control, and administration of the split dollar life insurance plan
established herein. The Named Fiduciary may allocate to others certain
aspects of the management and operational responsibilities of the plan
including the employment of advisors and the delegation of any
ministerial duties to qualified individuals.
	 
	XIII.	 	CLAIMS PROCEDURE
	 
	 	 	The Named Fiduciary will establish a claims procedure which is consistent
with the requirements of Section 503 of the Employee Retirement Income
Security Act (“ERISA”) and the Executive or any Beneficiary claiming any
benefit under this Agreement must exhaust such claims procedure before
commencing action in any judicial or administrative forum.
	 
	XIV.	 	GOVERNING LAW
	 
	 	 	The law of the State of Ohio shall govern this Agreement.
	 
	XV.	 	AMENDMENT OF AGREEMENT
	 
	 	 	This Agreement may be altered, amended, or modified only by a written
agreement signed by the Bank and the Executive. It shall be the
obligation of the Bank to notify the Insurer of any amendments or changes
to this Agreement.



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	XVI.	 	INTERPRETATION OF AGREEMENT
	 
	 	 	The Bank, as the Named Fiduciary, shall have sole discretion to interpret
each and all provisions of this Agreement and to determine the
eligibility of any person for benefits under this Agreement. All such
determinations of the Bank shall be binding on all persons concerned.
Where appropriate in this Agreement, words used in the singular shall
include the plural and works used in the masculine shall include the
feminine and vice versa.
	 
	XVII.	 	INSURER NOT A PARTY TO THIS AGREEMENT
	 
	 	 	The Insurer shall not be deemed a party to this Agreement. The Insurer
shall be fully discharged from its obligations under the Policy by
payment of the Policy death benefit to the beneficiary or beneficiaries
named in the Policy, subject to the terms and conditions of the Policy.
No provision of this Agreement or any amendment or modification thereto
shall in any way be construed as enlarging, changing, varying, or in any
other way affecting the obligations of the Insurer except insofar as the
provisions hereof are made a part of the Policy by the beneficiary
designation executed by the Bank and filed with the Insurer in connection
herewith.



Executed at (City, State)              this             day of                        ,
20              .



	 	 	 
	Witness:
	 	
By:

	 	 	

	 	 	
Title:

	 	 	

	Witness:
	 	
Signed:

		 	




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ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT


SCHEDULE A



Insurer:



Policy Number:


Bank:


Executive:


	 	 	 
	Relationship of
Bank to Executive:	 	
Employer
	 	 	 
	Agent:	 	
Dr. Rodney L. Bartels

First Financial Resources

70 Dennis Road

Longmeadow, MA 01106

Telephone: 413-567-6339

FAX: 413-567-8918

Email: bartels@mediaone.net
	 	 	 
	Contact:	 	
Mark A. Willis

Flagstone Life Insurance and Financial Services, Inc.

300 High St.

Hamilton, OH 45011

Telephone: 513-867-4771

FAX: 513-867-3112

mark.willis@flagstone-insurance.com




ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT

BENEFICIARY DESIGNATION FORM



Instructions: The Executive (hereafter, “you”) should complete this form in
order to direct the Bank to designate your beneficiaries for purposes of the
Endorsement Method Split Dollar Agreement (the “Agreement”). If you designate
more than one primary beneficiary, please indicate below what percent of the
policy proceeds you want each surviving primary beneficiary to receive. If you
designate more than one contingent beneficiary, please indicate what percent of
the policy proceeds you want each surviving contingent beneficiary to receive
if no primary beneficiary survives you. If you designate more than one
beneficiary but you do not indicate what percent each one should receive, the
proceeds will be divided equally among each surviving primary beneficiary (or
equally among each surviving contingent beneficiary if no primary beneficiary
survives you) Any percentages that you designate for primary beneficiaries
will be increased proportionately for surviving primary beneficiaries if some
primary beneficiaries die before you die and you do not file a new form. The
same rule will apply to contingent beneficiaries if no primary beneficiaries
survive you. When you die, the proceeds will be distributed to the primary
beneficiaries you designated who survive you. If no primary beneficiary
survives you, the proceeds will be distributed to the

 






 




contingent beneficiaries you designated who survive you. If no designated
primary or contingent beneficiary survives you, the proceeds will be
distributed according to the applicable terms of the Agreement.



	 	 	 	 	 
	Primary Beneficiary:	 	 	 	 
	Name:	 	
Relationship
	 	Percentage
	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	Contingent Beneficiary:	 	 	 	 
	Name	 	
Relationship
	 	Percentage
	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	

	 	 	 	 	 
	
	 	


	 	




I direct the Bank to designate the person(s) or entity named above to be my
beneficiary for purposes of the Agreement. I hereby revoke all prior
directions regarding designations of primary and contingent beneficiaries for
purposes of the Agreement. I understand that this form applies only if I
properly complete it and file it with the Bank before my death. I reserve the
right to revoke or change my beneficiary designation directions by filing a new
properly completed form with the Bank before my death.



	 	 	 
	Name of Executive:	 	 
	 	 	 
	 
	
	 	


	Signature of Executive	 	
              Date