Trust Preferred Securities Declaration of Trust

Exhibit 10.7


DECLARATION OF TRUST


This DECLARATION OF TRUST is made this 27th day of May, 2005 (this "Declaration of Trust"), by and among (i) First BancTrust Corporation, a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee ("the Trustee"), and (iii) Terry J. Howard, John W. Welborn and David W. Dick, each an individual, as administrators (each an "Administrator" and collectively, the "Administrators"). The Depositor, the Trustee and the Administrators hereby agree as follows:


1. The trust created hereby (the "Trust") shall be known as "FBTC Statutory Trust I," in which name the Trustee, the Administrators or the Depositor, to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.


2. The Depositor hereby assigns, transfers, conveys and sets over to the Trustee the sum of $10.00. The Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Trustee hereby declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sections 3801, et seq. (the "Statutory Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustee is hereby authorized and directed to execute and file a certificate of trust (the "Certificate of Trust") with the Delaware Secretary of the State in accordance with the provisions of the Statutory Trust Act.


3. The Depositor, the Trustee and the Administrators will enter into an amended and restated Declaration of Trust, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby and the issuance of the Fixed/Floating Rate Capital Securities and Fixed/Floating Rate Common Securities referred to therein (the "Securities"). Prior to the execution and delivery of such amended and restated Declaration of Trust, other than (i) the filing of the Certificate of Trust in accordance with Section 2 herein and as further contemplated in Section 4 herein and (ii) entering into a Placement Agreement among the placement agents, the Depositor and the Trust, neither the Trustee nor the Administrators shall have any duty or liability with respect to the administration of the trust estate, the investment of the Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries, and no implied obligations shall be inferred from this Declaration of Trust on the part of the Trustee or the Administrators.


(i) The Trustee and the Administrators accept the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Declaration of Trust. Neither the Trustee nor the Administrators shall be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:


(A) No provision of this Declaration of Trust shall require the Trustee or the Administrators to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustee or any Administrator shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;


(B) Under no circumstance shall the Trustee or the Administrators be personally liable for any representation, warranty, covenant or indebtedness of the Trust;


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