Peoples Ohio Financial Corp Sample Contracts

Peoples Ohio Financial Corp – AGREEMENT AND PLAN OF MERGER (September 29th, 2005)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated to be effective as of September 28, 2005, by and among MAINSOURCE FINANCIAL GROUP, INC. ("MainSource"), PEOPLES OHIO FINANCIAL CORPORATION ("POHF") and PEOPLES SAVINGS BANK OF TROY ("Peoples Savings"). WITNESSETH: WHEREAS, MainSource is an Indiana corporation registered as a financial holding company under the federal Bank Holding Company Act of 1956, as amended (the "BHC Act"), with its principal office located in Greensburg, Decatur County, Indiana; and WHEREAS, POHF is an Ohio corporation registered as a savings and loan holding company under the Home Owners' Loan Act, as amended ("HOLA"), with its principal office located in Troy, Miami County, Ohio; and WHEREAS, POHF's principal operating subsidiary is Peoples Savings, an Ohi

Peoples Ohio Financial Corp – APPROVE MERGER AGREEMENT (September 29th, 2005)

EXHIBIT 99.2 SEPTEMBER 28, 2005 NEWS RELEASE FOR MORE: RON SCOTT 339-5000 PEOPLES SAVINGS BOARDS OF DIRECTORS APPROVE MERGER AGREEMENT The Board of Directors for Peoples Ohio Financial Corporation (POHF), holding company, and the Board of Directors for Peoples Savings Bank (Troy-Piqua-Clayton), have approved a definitive agreement to merge into MainSource Financial Group (MSFG) of Greensburg, Indiana. Per terms of the definitive agreement, Peoples Ohio Financial shareholders will receive approximately $5.60 per share. The exact amount of cash or stock payable to Peoples' shareholders may be adjusted at the time of closing. In any event, 75% of the total consideration must be paid in shares of MainSource common stock and there may be allocations of

Peoples Ohio Financial Corp – ANNOUNCE DEFINITIVE AGREEMENT (September 29th, 2005)

EXHIBIT 99.1 NEWS RELEASE MAINSOURCE FINANCIAL GROUP AND PEOPLES OHIO FINANCIAL CORPORATION ANNOUNCE DEFINITIVE AGREEMENT MainSource Financial Group, Inc., Greensburg, Indiana (Nasdaq: MSFG) ("MainSource"), and Peoples Ohio Financial Corporation, Troy, Ohio (OTC: POHF) ("Peoples"), today jointly announced that they have entered into a definitive agreement to merge Peoples into MainSource. Peoples' subsidiary bank, Peoples Savings Bank of Troy ("Peoples Savings"), will be merged simultaneously into a newly-formed subsidiary of MainSource. The Agreement provides that shareholders of Peoples will have the right to elect to receive cash in the approximate amount of $5.60 per share, or approximately 0.3068 shares of MainSource common stock (valued at $5.60, based on MainSource's September 27, 2005 closing price) for each share of Peoples common stock

Peoples Ohio Financial Corp – EMPLOYMENT AGREEMENT (January 19th, 2005)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is effective the 1st day of November, 2004, between PEOPLES OHIO FINANCIAL CORPORATION (sometimes hereinafter referred to as POFC) and PEOPLES SAVINGS BANK OF TROY (sometimes hereinafter referred to as PSBT), whose principal places of business are both located at 635 South Market Street, Troy, Ohio 45373, both of whom are hereinafter collectively referred to as "Employer," and RICHARD J. DUTTON, whose residence is 325 Countryside Drive North, Troy, Ohio 45373, hereinafter referred to as Employee. 1. TERMS OF EMPLOYMENT 1.1 Initial Term. The Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer for an initial term of three (3) years beginning on November 1, 2004 and terminating on October 31, 2007 (the "Initial Term"). 1.2 Renew

Peoples Ohio Financial Corp – EMPLOYMENT AGREEMENT (January 19th, 2005)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is effective the 1st day of November, 2004, between PEOPLES OHIO FINANCIAL CORPORATION (sometimes hereinafter referred to as POFC) and PEOPLES SAVINGS BANK OF TROY (sometimes hereinafter referred to as PSBT), whose principal places of business are both located at 635 South Market Street, Troy, Ohio 45373, both of whom are hereinafter collectively referred to as "Employer," and RONALD B. SCOTT, whose residence is 194 Little John Road, Troy, Ohio 45373, hereinafter referred to as Employee. 1. TERMS OF EMPLOYMENT 1.1 Initial Term. The Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer for an initial term of three (3) years beginning on November 1, 2004 and terminating on October 31, 2007 (the "Initial Term"). 1.2 Renewal Term.

Peoples Ohio Financial Corp – KEY EMPLOYEE SEVERANCE AGREEMENT (January 19th, 2005)

EXHIBIT 10.3 Linda A. Daniel ------------------------------------------- Name of Key Employee January 13, 2005 ------------------------------------------- Date of Agreement PEOPLES SAVINGS BANK KEY EMPLOYEE SEVERANCE AGREEMENT This agreement is entered as of the date set forth above into between Peoples Savings Bank (the "Employer") and the undersigned key employee of the Employer named above (the "Key Employee"). 1. Severance Benefits. In the event the employment of the Key Employee is terminated (i) by the Employer other than for Cause, or (ii) by the Key Employee for Good Reason after Employee gives written notice to Employer

Peoples Ohio Financial Corp – 1995 STOCK INCENTIVE PLAN (February 21st, 2002)

EXHIBIT 4(c) PEOPLES SAVINGS BANK OF TROY 1995 STOCK INCENTIVE PLAN SECTION 1. PURPOSE The purpose of this Plan is to advance the long-term interests of Peoples Savings Bank of Troy by (i) motivating executive and other personnel by means of long-term incentive compensation, (ii) furthering the identity of interests of participants with those of the shareholders of the Company through the ownership and performance of the Common Stock of the Company and (iii) permitting the Company to attract and retain directors and executive personnel upon whose judgment the successful conduct of the business of the Company largely depends. Toward this objective, the Committee may grant stock options, stock appreciation fights, restricted stock awards, phantom stock and/or performance shares to Key Employees of the Company, and shall grant stock options to non-employee directors of th

Peoples Ohio Financial Corp – STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS (February 21st, 2002)

EXHIBIT 4(a) PEOPLES SAVINGS BANK OF TROY STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS 1. PURPOSE The purpose of this Peoples Savings Dank of Troy 1989 Stock Option Plan for Nonemployee Directors (the "Plan") is to advance the interests of Peoples Savings Bank of Troy (the "Bank") and its subsidiaries and to induce experienced persons of the highest caliber to become and remain directors and assume the significant duties and responsibilities entailed therewith by providing nonemployee directors with a personal and financial interest in the success of the flank and its subsidiaries through the ownership of common stock of the Bank, Pursuant to the Plan, such directors will be offered the opportunity to acquire such common stock through the grant of options under the Plan. As used in this Plan, the term "subsidiary" shall mean any present or future corp

Peoples Ohio Financial Corp – STOCK OPTION PLAN (February 21st, 2002)

EXHIBIT 4(b) PEOPLES SAVINGS BANK OF TROY STOCK OPTION PLAN 1. PURPOSE The purpose of this Peoples Savings Bank of Troy Stock Option Plan (the "Plan") is to enable selected officers and other key employees of Peoples Savings Bank of Troy (the "Bank") and its subsidiaries to acquire a proprietary interest in the Bank through the Ownership of common stock on the Bank. Such ownership will provide such employees with a more direct stake in the future welfare of the Bank, and encourage them to remain with the Bank and its subsidiaries. The Plan is also intended to encourage qualified persons to seek and accept employment with the Bank and its subsidiaries. Pursuant to the Plan, such employees will be offered the Opportunity to acquire such common stock through the grant of options under the Plan. As used in this Plan, the term "subsidiary" sha

Peoples Ohio Financial Corp – ARTICLES OF INCORPORATION (February 21st, 2002)

EXHIBIT 4(d) ARTICLES OF INCORPORATION OF COMMERCE GROVE FINANCIAL CORPORATION The undersigned, desiring to form a corporation for profit under Chapter 1701 of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Commerce Grove Financial Corporation. SECOND: The place in Ohio where the principal office of the corporation is to be located is the City of Troy, County of Miami. THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code. FOURTH: The authorized shares of the corporation shall be eight hundred fifty (850) common shares, each without par value. The directors of the corporation ma