10-Q

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2017

OR

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission file number 001-34762

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
255 East Fifth Street, Suite 700 Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (877) 322-9530

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x    No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of Exchange Act).

Yes  o No   x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at 8/4/2017
Common stock, No par value	62,152,514

FIRST FINANCIAL BANCORP.

INDEX

	Page No.
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - June 30, 2017 (unaudited) and December 31, 2016	1
Consolidated Statements of Income - Three and Six Months Ended June 30, 2017 and 2016 (unaudited)	2
Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2017 and 2016 (unaudited)	3
Consolidated Statements of Changes in Shareholders’ Equity - Six Months Ended June 30, 2017 and 2016 (unaudited)	4
Consolidated Statements of Cash Flows - Six Months Ended June 30, 2017 and 2016 (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3 - Quantitative and Qualitative Disclosures about Market Risk	51
Item 4 - Controls and Procedures	51
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings	52
Item 1A - Risk Factors	52
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 6 - Exhibits	54
Signatures	55

Glossary of Abbreviations and Acronyms

First Financial has identified the following list of abbreviations and acronyms that are used in the Notes to Consolidated Financial Statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations.

the Act	Private Securities Litigation Reform Act	FASB	Financial Accounting Standards Board
ALLL	Allowance for loan and lease losses	Fair Value Topic	FASB ASC Topic 825, Financial Instruments
ASC	Accounting standards codification	FDIC	Federal Deposit Insurance Corporation
ASU	Accounting standards update	FHLB	Federal Home Loan Bank
ATM	Automated teller machine	First Financial	First Financial Bancorp.
Bank	First Financial Bank	Form 10-K	First Financial Bancorp. Annual Report on Form 10-K
Basel III	Basel Committee regulatory capital reforms, Third Basel Accord	GAAP	U.S. Generally Accepted Accounting Principles
Bp/bps	Basis point(s)	IRLC	Interest Rate Lock Commitment
CDs	Certificates of deposit	N/A	Not applicable
C&I	Commercial and Industrial	NII	Net interest income
CRE	Commercial Real Estate	Oak Street	Oak Street Holdings Corporation
Company	First Financial Bancorp.	OREO	Other real estate owned
ERM	Enterprise Risk Management	SEC	United States Securities and Exchange Commission
EVE	Economic value of equity	TDR	Troubled debt restructuring

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30, 2017			December 31, 2016
	(Unaudited)
Assets
Cash and due from banks	$	117,478		$	121,598
Interest-bearing deposits with other banks	29,839			82,450
Investment securities available-for-sale, at fair value (amortized cost $1,295,377at June 30, 2017 and $1,045,337 at December 31, 2016)	1,298,578			1,039,870
Investment securities held-to-maturity (fair value $698,722at June 30, 2017 and $763,575 at December 31, 2016)	696,269			763,254
Other investments	53,285			51,077
Loans held for sale	11,939			13,135
Loans and leases
Commercial and industrial	1,824,589			1,781,948
Lease financing	88,152			93,108
Construction real estate	443,112			399,434
Commercial real estate	2,471,655			2,427,577
Residential real estate	490,398			500,980
Home equity	464,066			460,388
Installment	47,654			50,639
Credit card	44,139			43,408
Total loans and leases	5,873,765			5,757,482
Less:  Allowance for loan and lease losses	54,873			57,961
Net loans and leases	5,818,892			5,699,521
Premises and equipment	128,956			131,579
Goodwill and other intangibles	210,045			210,625
Accrued interest and other assets	344,761			324,858
Total assets	$	8,710,042		$	8,437,967
Liabilities
Deposits
Interest-bearing demand	$	1,496,173		$	1,513,771
Savings	2,398,262			2,142,189
Time	1,097,911			1,321,843
Total interest-bearing deposits	4,992,346			4,977,803
Noninterest-bearing	1,476,563			1,547,985
Total deposits	6,468,909			6,525,788
Federal funds purchased and securities sold under agreements to repurchase	130,633			120,212
Federal Home Loan Bank short-term borrowings	957,700			687,700
Total short-term borrowings	1,088,333			807,912
Long-term debt	119,669			119,589
Total borrowed funds	1,208,002			927,501
Accrued interest and other liabilities	135,014			119,454
Total liabilities	7,811,925			7,572,743
Shareholders' equity
Common stock - no par value
Authorized - 160,000,000 shares; Issued - 68,730,731 shares in 2017 and 2016	569,302			570,382
Retained earnings	463,250			437,188
Accumulated other comprehensive loss	(22,222		)	(28,443		)
Treasury stock, at cost, 6,589,660shares in 2017 and 6,751,179 shares in 2016	(112,213		)	(113,903		)
Total shareholders' equity	898,117			865,224
Total liabilities and shareholders' equity	$	8,710,042		$	8,437,967

See Notes to Consolidated Financial Statements.

1

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Interest income
Loans, including fees	$	67,748		$	64,424		$	134,616		$	127,823
Investment securities
Taxable	12,598			10,706			24,206			22,079
Tax-exempt	1,457			1,156			2,810			2,318
Total interest on investment securities	14,055			11,862			27,016			24,397
Other earning assets	(1,014		)	(1,103		)	(2,015		)	(2,242		)
Total interest income	80,789			75,183			159,617			149,978
Interest expense
Deposits	8,679			5,457			15,604			10,987
Short-term borrowings	2,051			1,053			3,483			2,223
Long-term borrowings	1,539			1,541			3,078			3,081
Total interest expense	12,269			8,051			22,165			16,291
Net interest income	68,520			67,132			137,452			133,687
Provision for loan and lease losses	467			4,037			834			5,692
Net interest income after provision for loan and lease losses	68,053			63,095			136,618			127,995
Noninterest income
Service charges on deposit accounts	4,772			4,455			9,416			8,836
Trust and wealth management fees	3,405			3,283			7,152			6,723
Bankcard income	3,501			3,130			6,636			6,012
Client derivative fees	1,489			1,799			2,592			2,894
Net gains from sales of loans	1,327			1,846			2,543			3,027
Net gains (losses) on sales of investment securities	838			(188		)	1,354			(164		)
Other	2,122			5,869			5,125			8,378
Total noninterest income	17,454			20,194			34,818			35,706
Noninterest expenses
Salaries and employee benefits	31,544			29,526			63,294			59,141
Net occupancy	4,302			4,491			8,817			9,448
Furniture and equipment	2,136			2,130			4,313			4,343
Data processing	3,501			2,765			6,799			5,483
Marketing	982			801			1,492			1,866
Communication	468			477			915			958
Professional services	1,469			1,299			3,227			3,112
State intangible tax	721			639			1,442			1,278
FDIC assessments	1,018			1,112			1,950			2,244
Loss (gain) - other real estate owned	162			43			186			(147		)
Other	5,253			6,130			10,166			12,407
Total noninterest expenses	51,556			49,413			102,601			100,133
Income before income taxes	33,951			33,876			68,835			63,568
Income tax expense	11,215			11,308			21,685			21,186
Net income	$	22,736		$	22,568		$	47,150		$	42,382
Net earnings per common share - basic	$	0.37		$	0.37		$	0.77		$	0.69
Net earnings per common share - diluted	$	0.37		$	0.36		$	0.76		$	0.68
Cash dividends declared per share	$	0.17		$	0.16		$	0.34		$	0.32
Average common shares outstanding - basic	61,543,478			61,194,254			61,471,347			61,115,525
Average common shares outstanding - diluted	62,234,022			62,027,008			62,187,473			61,912,366

See Notes to Consolidated Financial Statements.

2

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
	Three months ended				Six months ended
	June 30,				June 30,
	2017		2016		2017		2016
Net income	$	22,736	$	22,568	$	47,150	$	42,382
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities arising during the period	4,076		5,192		5,563		12,235
Change in retirement obligation	213		201		402		401
Unrealized gain (loss) on derivatives	128		128		256		256
Other comprehensive income (loss)	4,417		5,521		6,221		12,892
Comprehensive income	$	27,153	$	28,089	$	53,371	$	55,274
See Notes to Consolidated Financial Statements.

3

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands except per share data)

(Unaudited)

	Common Stock	Common Stock			Retained			Accumulated other comprehensive			Treasury stock
	Shares	Amount			Earnings			income (loss)			Shares		Amount			Total
Balance at January 1, 2016	68,730,731	$	571,155		$	388,240		$	(30,580	)	(7,089,051	)	$	(119,439	)	$	809,376
Net income					42,382											42,382
Other comprehensive income (loss)								12,892								12,892
Cash dividends declared:
Common stock at $0.32 per share					(19,729		)									(19,729		)
Warrant exercises		(971		)							57,575		971			0
Excess tax benefit on share-based compensation		156														156
Exercise of stock options, net of shares purchased		(177		)							45,928		774			597
Restricted stock awards, net of forfeitures		(4,872		)							214,346		3,525			(1,347		)
Share-based compensation expense		2,396														2,396
Balance at June 30, 2016	68,730,731	$	567,687		$	410,893		$	(17,688	)	(6,771,202	)	$	(114,169	)	$	846,723
Balance at January 1, 2017	68,730,731	$	570,382		$	437,188		$	(28,443	)	(6,751,179	)	$	(113,903	)	$	865,224
Net income					47,150											47,150
Other comprehensive income (loss)								6,221								6,221
Cash dividends declared:
Common stock at $0.34 per share					(21,088		)									(21,088		)
Warrant Exercises		(25		)							1,484		25			0
Exercise of stock options, net of shares purchased		(462		)							39,062		660			198
Restricted stock awards, net of forfeitures		(3,559		)							120,973		1,005			(2,554		)
Share-based compensation expense		2,966														2,966
Balance at June 30, 2017	68,730,731	$	569,302		$	463,250		$	(22,222	)	(6,589,660	)	$	(112,213	)	$	898,117

See Notes to Consolidated Financial Statements.

4

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Six months ended
	June 30,
	2017			2016
Operating activities
Net income	$	47,150		$	42,382
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	834			5,692
Depreciation and amortization	6,354			6,479
Stock-based compensation expense	2,966			2,396
Pension expense (income)	(637		)	(450		)
Net amortization (accretion) on investment securities	4,998			4,005
Net (gains) losses on sales of investment securities	(1,354		)	164
Originations of loans held for sale	(75,543		)	(100,437		)
Net gains from sales of loans held for sale	(2,543		)	(3,027		)
Proceeds from sales of loans held for sale	78,771			113,604
Deferred income taxes	3,987			741
Decrease (increase) cash surrender value of life insurance	(116		)	3,979
Decrease (increase) in interest receivable	(1,397		)	(1,611		)
Decrease (increase) in indemnification asset	2,418			3,126
(Decrease) increase in interest payable	148			148
Decrease (increase) in other assets	(18,472		)	(22,622		)
(Decrease) increase in other liabilities	(5,571		)	(8,034		)
Net cash provided by (used in) operating activities	41,993			46,535
Investing activities
Proceeds from sales of securities available-for-sale	125,606			98,734
Proceeds from calls, paydowns and maturities of securities available-for-sale	102,893			70,842
Purchases of securities available-for-sale	(464,543		)	(74,856		)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	72,078			53,880
Purchases of securities held-to-maturity	(14,441		)	0
Net decrease (increase) in interest-bearing deposits with other banks	52,611			14,823
Net decrease (increase) in loans and leases	(121,944		)	(315,691		)
Proceeds from disposal of other real estate owned	2,292			4,172
Purchases of premises and equipment	(4,247		)	(5,023		)
Net cash provided by (used in) investing activities	(249,695		)	(153,119		)
Financing activities
Net (decrease) increase in total deposits	(56,879		)	(60,000		)
Net (decrease) increase in short-term borrowings	280,421			176,659
Cash dividends paid on common stock	(20,243		)	(19,520		)
Proceeds from exercise of stock options	283			622
Excess tax benefit on share-based compensation	0			156
Net cash provided by (used in) financing activities	203,582			97,917
Cash and due from banks
Change in cash and due from banks	(4,120		)	(8,667		)
Cash and due from banks at beginning of period	121,598			114,841
Cash and due from banks at end of period	$	117,478		$	106,174

See Notes to Consolidated Financial Statements.

5

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

(Unaudited)

NOTE 1:  BASIS OF PRESENTATION

The Consolidated Financial Statements of First Financial Bancorp., a bank holding company principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly-owned subsidiary, First Financial Bank. All significant intercompany transactions and accounts have been eliminated in consolidation.  Certain reclassifications of prior periods' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes.  These estimates, assumptions and judgments are inherently subjective and may be susceptible to significant change.  Actual realized amounts could differ materially from these estimates.  

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and serve to update the Form 10-K for the year ended December 31, 2016.  These interim financial statements may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and it is suggested that these interim statements be read in conjunction with the Form 10-K.  Management believes these unaudited consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary for a fair presentation of the results for the interim periods presented.  The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.  The Consolidated Balance Sheet as of December 31, 2016 has been derived from the audited financial statements in the Company’s 2016 Form 10-K.

NOTE 2:  RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

In May 2014, the FASB issued an update (ASU 2014-09, Revenue from Contracts with Customers) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the revised standard, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of the ASU’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities, such as sales of property, plant, and equipment; real estate; or intangible assets. The ASU also requires significantly expanded disclosures about revenue recognition. The provisions of ASU 2014-09 become effective for interim and annual reporting periods beginning after December 15, 2017. First Financial's revenue is balanced between net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income. While interest income is not included within the scope of this update, management is currently evaluating revenue streams within noninterest income, specifically service charges on deposits and trust and wealth management fees, to assess applicability of this guidance, and does not anticipate that it will have a material impact on its Consolidated Financial Statements, however additional disclosures will be required.

In January 2016, the FASB issued an update (ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities) which requires entities to measure many equity investments at fair value and recognize changes in fair value in net income. This update does not apply to equity investments that result in consolidation, those accounted for under the equity method and certain others, and will eliminate use of the available for sale classification for equity securities while providing a new measurement alternative for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued an update (ASU 2016-02, Leases) which requires lessees to record most leases on their balance sheet and recognize leasing expenses in the income statement. Operating leases, except for short-term leases that are subject to an accounting policy election, will be recorded on the balance sheet for lessees by establishing a lease liability and corresponding right-of-use asset. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. Given leases outstanding as of June 30, 2017, First

6

Financial does not expect this ASU to have a material impact on the income statement, but does anticipate an increase in the Company's assets and liabilities. Decisions to repurchase, modify or renew leases prior to the implementation date will impact this level of materiality.

In March 2016, the FASB issued an update (ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships) which clarifies that the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require de-designation of that hedge accounting relationship. In the event of a novation, hedge accounting relationships could continue if all other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments) which clarifies that an assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host requires only an analysis of the four-step decision sequence in ASC 815-15-25-42. Entities are required to apply the guidance to existing debt instruments (or hybrid financial instruments that are determined to have a debt host) using a modified retrospective transition method as of the period of adoption. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-07, Investments-Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting) which eliminates the requirement to retrospectively apply the equity method when an investment that had been accounted for utilizing another method qualifies for use of the equity method. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting) which requires recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., Additional Paid-in-Capital pools will be eliminated). The guidance in this ASU became effective in the first quarter 2017. Adoption of this guidance resulted in a $1.2 million reduction in income tax expense during the first six months of 2017.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments) which significantly changes how entities are required to measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This update will replace the current incurred loss approach for estimating credit losses with an expected loss model for instruments measured at amortized cost, including loans and leases. Expected credit losses are required to be based on amortized cost and reflect losses expected over the remaining contractual life of the asset. Management is expected to consider any available information relevant to assessing the collectability of contractual cash flows, such as information about past events, current conditions, voluntary prepayments and reasonable and supportable forecasts, when developing expected credit loss estimates.

In addition to the new framework for calculating the ALLL, this update requires allowances for available-for-sale debt securities rather than a reduction of the security's carrying amount under the current other-than-temporary impairment model. This update also simplifies the accounting model for purchased credit-impaired debt securities and loans and will require new and updated footnote disclosures.

The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for all entities for interim and annual reporting periods beginning after December 15, 2018. First Financial has formed a committee that is currently evaluating the impact of this update on its Consolidated Financial Statements.

In August 2016, the FASB issued an update (ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments) which may change how an entity classifies certain cash receipts and cash payments on its statement of cash flows to reduce diversity in practice. The update also provides guidance on when an entity should separate cash flows and classify them into more than one class and when an entity should classify the aggregate of those cash flows into a single class based on the predominance principle. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

7

In January 2017, the FASB issued an update (ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business) which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update also provides a more robust framework to use in determining when a set of assets and activities is a business. The guidance in this ASU will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods, and should be applied prospectively on or after the effective date, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment) which simplifies the subsequent measurement of goodwill by eliminating Step 2 from goodwill impairment testing. This update requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with any loss recognized not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, the update requires consideration of the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable, and eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The guidance in this ASU will become effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for goodwill impairment tests performed on testing dates after January 1, 2017. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In March 2017, the FASB issued an update (ASU 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost) which requires disaggregation of the service cost component from the other components of net benefit cost. This update also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance in this ASU will become effective for annual periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements, but will result in updated disclosures.

In March 2017, the FASB issued an update (ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities) which amends the amortization period for certain purchased callable debt securities held at a premium and shortens the amortization period for the premium to the earliest call date rather than as an adjustment of yield over the contractual life of the instrument. This update more closely aligns the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities, as in most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates (that is, the security is trading at a premium) and price securities to maturity when the coupon is below market rates (that is, the security is trading at a discount) in anticipation that the borrower will act in its economic best interest in an attempt to more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. The guidance in this ASU will become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. First Financial is currently evaluating the impact of this update on its Consolidated Financial Statements.

In May 2017, the FASB issued an update (ASU 2017-09, Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting), which provides clarity and reduces the diversity in practice, cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718 clarifying that an entity will not apply modification accounting to a share-based payment award if the award's fair value (or calculated value or intrinsic value), vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. The guidance in this ASU will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted and will be applied prospectively to an award modified on or after the adoption date. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

8

NOTE 3:  INVESTMENTS

For the three months ending June 30, 2017, proceeds on the sale of $103.4 million of available-for-sale securities resulted in gains of $1.0 million and losses of $0.1 million. For the comparable quarter in 2016, proceeds on the sale of $64.8 million of available-for-sale securities resulted in gains of $24 thousand and losses of $0.2 million.

For the six months ended June 30, 2017, proceeds on the sale of $125.6 million of available-for-sale securities resulted in gains of $1.5 million and losses of $0.1 million. For the six months ended June 30, 2016, proceeds on the sale of $107.5 million of available-for-sale securities resulted in gains of $0.3 million and $0.5 million of losses.

The following is a summary of held-to-maturity and available-for-sale investment securities as of June 30, 2017:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	0		$	98
Securities of U.S. government agencies and corporations	12,130		28		(17		)	12,141		16,967		159		0			17,126
Mortgage-backed securities - residential	181,553		1,996		(1,338		)	182,211		262,052		1,140		(2,019		)	261,173
Mortgage-backed securities - commercial	261,739		3,156		(1,912		)	262,983		157,138		682		(412		)	157,408
Collateralized mortgage obligations	165,625		1,138		(1,083		)	165,680		324,712		1,289		(1,609		)	324,392
Obligations of state and other political subdivisions	75,222		884		(399		)	75,707		122,511		2,206		(889		)	123,828
Asset-backed securities	0		0		0			0		327,564		1,717		(504		)	328,777
Other securities	0		0		0			0		84,335		1,748		(307		)	85,776
Total	$	696,269	$	7,202	$	(4,749	)	$	698,722	$	1,295,377	$	8,941	$	(5,740	)	$	1,298,578

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2016:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	(1	)	$	97
Securities of U.S. government agencies and corporations	13,011		0		(110		)	12,901		7,056		0		(40		)	7,016
Mortgage-backed securities - residential	205,522		1,740		(1,166		)	206,096		184,960		1,175		(2,740		)	183,395
Mortgage-backed securities - commercial	278,728		3,254		(1,817		)	280,165		154,239		188		(826		)	153,601
Collateralized mortgage obligations	195,408		1,125		(1,476		)	195,057		232,701		634		(2,321		)	231,014
Obligations of state and other political subdivisions	70,585		117		(1,346		)	69,356		96,934		1,461		(1,514		)	96,881
Asset-backed securities	0		0		0			0		322,708		517		(2,013		)	321,212
Other securities	0		0		0			0		46,641		741		(728		)	46,654
Total	$	763,254	$	6,236	$	(5,915	)	$	763,575	$	1,045,337	$	4,716	$	(10,183	)	$	1,039,870

9

The following table provides a summary of investment securities by contractual maturity as of June 30, 2017, except for residential and commercial mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which are shown as single totals, due to the unpredictability of the timing in principal repayments.

	Held-to-maturity				Available-for-sale
(Dollars in thousands)	Amortized cost		Fair value		Amortized cost		Fair value
By Contractual Maturity:
Due in one year or less	$	170	$	170	$	2,236	$	2,238
Due after one year through five years	3,657		3,660		25,504		25,743
Due after five years through ten years	2,691		2,790		73,547		75,012
Due after ten years	80,834		81,228		122,624		123,835
Mortgage-backed securities - residential	181,553		182,211		262,052		261,173
Mortgage-backed securities - commercial	261,739		262,983		157,138		157,408
Collateralized mortgage obligations	165,625		165,680		324,712		324,392
Asset-backed securities	0		0		327,564		328,777
Total	$	696,269	$	698,722	$	1,295,377	$	1,298,578

Gains and losses on debt securities are generally due to fluctuations in current market yields relative to the yields of the debt securities at their amortized cost. All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security and payment performance, as well as the Company's intent and ability to hold the security to maturity, when determining whether any impairment is other than temporary. At this time First Financial does not intend to sell, and it is not more likely than not that the Company will be required to sell, debt securities temporarily impaired prior to maturity or recovery of the recorded value. First Financial had no other than temporary impairment related to its investment securities portfolio as of June 30, 2017 or December 31, 2016.

As of June 30, 2017, the Company's investment securities portfolio consisted of 761 securities, of which 197 were in an unrealized loss position. As of December 31, 2016, the Company's investment securities portfolio consisted of 706 securities, of which 255 securities were in an unrealized loss position.

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous loss position:

	June 30, 2017
	Less than 12 months					12 months or more					Total
(Dollars in thousands)	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
Securities of U.S. Government agencies and corporations	$	6,281	$	(17	)	$	0	$	0		$	6,281	$	(17	)
Mortgage-backed securities - residential	201,854		(3,077		)	9,021		(280		)	210,875		(3,357		)
Mortgage-backed securities - commercial	94,052		(1,059		)	60,816		(1,265		)	154,868		(2,324		)
Collateralized mortgage obligations	193,840		(1,454		)	45,729		(1,238		)	239,569		(2,692		)
Obligations of state and other political subdivisions	79,823		(1,006		)	14,664		(282		)	94,487		(1,288		)
Asset-backed securities	14,147		(89		)	30,621		(415		)	44,768		(504		)
Other securities	10,680		(134		)	2,472		(173		)	13,152		(307		)
Total	$	600,677	$	(6,836	)	$	163,323	$	(3,653	)	$	764,000	$	(10,489	)

10

	December 31, 2016
	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	value		loss			value		loss			value		loss
U.S. Treasuries	$	97	$	(1	)	$	0	$	0		$	97	$	(1	)
Securities of U.S. Government agencies and corporations	19,917		(150		)	0		0			19,917		(150		)
Mortgage-backed securities - residential	180,654		(3,621		)	9,890		(285		)	190,544		(3,906		)
Mortgage-backed securities - commercial	123,122		(1,200		)	65,007		(1,443		)	188,129		(2,643		)
Collateralized mortgage obligations	201,305		(2,882		)	42,314		(915		)	243,619		(3,797		)
Obligations of state and other political subdivisions	94,632		(2,710		)	12,023		(150		)	106,655		(2,860		)
Asset-backed securities	116,057		(764		)	92,629		(1,249		)	208,686		(2,013		)
Other securities	7,746		(237		)	21,357		(491		)	29,103		(728		)
Total	$	743,530	$	(11,565	)	$	243,220	$	(4,533	)	$	986,750	$	(16,098	)

For further detail on the fair value of investment securities, see Note 14 – Fair Value Disclosures.

NOTE 4:  LOANS AND LEASES

First Financial offers clients a variety of commercial and consumer loan and lease products with distinct interest rates and payment terms. Lending activities are primarily concentrated in states where the Bank currently operates banking centers (Ohio, Indiana and Kentucky). Additionally, First Financial has two national lending platforms, one that provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector and another that provides loans secured by commissions and cash collateral accounts primarily to insurance agents and brokers. Commercial loan categories include commercial and industrial, commercial real estate, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card.

Credit Quality. To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ALLL, First Financial utilizes the following categories of credit grades:

Pass - Higher quality loans that do not fit any of the other categories described below.

Special Mention - First Financial assigns a special mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound financial worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

The credit grades previously described are derived from standard regulatory rating definitions and are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

11

First Financial considers repayment performance to be the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by 90 days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming. Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30.

Commercial and consumer credit exposure by risk attribute was as follows:

	As of June 30, 2017
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,767,573	$	442,021	$	2,414,945	$	87,875	$	4,712,414
Special Mention	27,225		0		11,096		65		38,386
Substandard	29,791		1,091		45,614		212		76,708
Doubtful	0		0		0		0		0
Total	$	1,824,589	$	443,112	$	2,471,655	$	88,152	$	4,827,508

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	481,770	$	460,362	$	47,329	$	44,139	$	1,033,600
Nonperforming	8,628		3,704		325		0		12,657
Total	$	490,398	$	464,066	$	47,654	$	44,139	$	1,046,257

	As of December 31, 2016
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,725,451	$	398,155	$	2,349,662	$	92,540	$	4,565,808
Special Mention	18,256		1,258		15,584		108		35,206
Substandard	38,241		21		62,331		460		101,053
Doubtful	0		0		0		0		0
Total	$	1,781,948	$	399,434	$	2,427,577	$	93,108	$	4,702,067

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	491,380	$	456,314	$	50,202	$	43,408	$	1,041,304
Nonperforming	9,600		4,074		437		0		14,111
Total	$	500,980	$	460,388	$	50,639	$	43,408	$	1,055,415

Delinquency. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the date of the scheduled payment.

12

Loan delinquency, including loans classified as nonaccrual, was as follows:

	As of June 30, 2017
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	6,705	$	255	$	4,336	$	11,296	$	1,809,190	$	1,820,486	$	4,103	$	1,824,589	$	0
Lease financing	199		0		0		199		87,953		88,152		0		88,152		0
Construction real estate	0		0		1,075		1,075		441,520		442,595		517		443,112		0
Commercial real estate	1,047		1,281		9,234		11,562		2,392,126		2,403,688		67,967		2,471,655		0
Residential real estate	78		635		3,521		4,234		443,491		447,725		42,673		490,398		0
Home equity	431		157		885		1,473		459,495		460,968		3,098		464,066		0
Installment	87		142		268		497		46,364		46,861		793		47,654		0
Credit card	274		119		124		517		43,622		44,139		0		44,139		124
Total	$	8,821	$	2,589	$	19,443	$	30,853	$	5,723,761	$	5,754,614	$	119,151	$	5,873,765	$	124

	As of December 31, 2016
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	1,257	$	208	$	1,339	$	2,804	$	1,773,939	$	1,776,743	$	5,205	$	1,781,948	$	0
Lease financing	137		0		115		252		92,856		93,108		0		93,108		0
Construction real estate	0		0		0		0		398,877		398,877		557		399,434		0
Commercial real estate	777		134		5,589		6,500		2,339,327		2,345,827		81,750		2,427,577		2,729
Residential real estate	821		37		2,381		3,239		450,631		453,870		47,110		500,980		0
Home equity	195		145		1,776		2,116		456,143		458,259		2,129		460,388		0
Installment	24		1		258		283		49,058		49,341		1,298		50,639		0
Credit card	457		177		142		776		42,632		43,408		0		43,408		142
Total	$	3,668	$	702	$	11,600	$	15,970	$	5,603,463	$	5,619,433	$	138,049	$	5,757,482	$	2,871

Nonaccrual. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the continued failure to adhere to contractual payment terms by the borrower, coupled with other pertinent factors. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued but unpaid interest is reversed. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan classified as nonaccrual may return to accrual status if collection of future principal and interest payments is no longer doubtful.

Purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period provision for loan and lease losses or prospective yield adjustments.

Troubled Debt Restructurings. A loan modification is considered a TDR when the borrower is experiencing financial difficulty and concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization, including interest-only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is managed by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement.

13

First Financial had 229 TDRs totaling $29.6 million at June 30, 2017, including $20.1 million on accrual status and $9.4 million classified as nonaccrual. First Financial had $0.2 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified through TDRs, and the ALLL included reserves of $1.1 million related to TDRs at June 30, 2017. For the three months ended June 30, 2017 and 2016, the Company charged off $0.1 million and $0.3 million, respectively, for the portion of TDRs determined to be uncollectible. For the six months ended June 30, 2017 and 2016, First Financial charged off $0.1 million and $0.5 million respectively, for the portion of TDRs determined to be uncollectible. Additionally, as of June 30, 2017, approximately $13.8 million of accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 247 TDRs totaling $35.4 million at December 31, 2016, including $30.2 million of loans on accrual status and $5.1 million classified as nonaccrual. First Financial had $0.9 million of commitments outstanding to lend additional funds to borrowers whose loan terms had been modified through TDRs. At December 31, 2016, the ALLL included reserves of $1.9 million related to TDRs, and $22.6 million of the accruing TDRs had been performing in accordance with the restructured terms for more than one year.

The following tables provide information on loan modifications classified as TDRs during the three and six months ended June 30, 2017 and 2016:

	Three months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	4	$	2,177	$	2,183	2	$	44	$	35
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		9	1,468		1,040
Residential real estate	0	0		0		0	0		0
Home equity	0	0		0		0	0		0
Installment	0	0		0		1	2		2
Total	10	$	3,683	$	3,632	12	$	1,514	$	1,077
	Six months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	6	$	5,679	$	5,624	10	$	2,127	$	2,130
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		10	1,510		1,082
Residential real estate	0	0		0		2	282		247
Home equity	0	0		0		4	149		140
Installment	0	0		0		3	9		9
Total	12	$	7,185	$	7,073	29	$	4,077	$	3,608

14

The following table provides information on how TDRs were modified during the three and six months ended June 30, 2017 and 2016:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Extended maturities	$	2,587	$	35	$	3,261	$	521
Adjusted interest rates	0		0		2,767		0
Combination of rate and maturity changes	180		0		180		162
Forbearance	827		88		827		88
Other (1)	38		954		38		2,837
Total	$	3,632	$	1,077	$	7,073	$	3,608

⁽¹⁾ Includes covenant modifications and other concessions, or combination of concessions, that do not consist of interest rate adjustments, forbearance and maturity extensions

First Financial considers repayment performance as an indication of the effectiveness of the Company's loan modifications. Borrowers that are 90 days or more past due on any principal or interest payments, or who prematurely terminate a restructured loan agreement without paying off the contractual principal balance (for example, in a deed-in-lieu arrangement), are considered to be in payment default of the terms of the TDR agreement.

There were no TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification for the three months ended June 30, 2017 and 2016, respectively. There were no TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification for the six months ended June 30, 2017. For the six months ended June 30, 2016, there were four TDRS with balances of $0.3 million, for which there was a payment default during the period that occurred within twelve months of the loan modification.

Impaired Loans. Loans classified as nonaccrual and loans modified as TDRs are considered impaired. The following table provides information on impaired loans, excluding purchased impaired loans:

(Dollars in thousands)	June 30, 2017		December 31, 2016
Impaired loans
Nonaccrual loans (1)
Commercial and industrial	$	15,099	$	2,419
Lease financing	94		195
Construction real estate	1,075		0
Commercial real estate	12,617		6,098
Residential real estate	4,442		5,251
Home equity	2,937		3,400
Installment	307		367
Credit card	0		0
Nonaccrual loans (1)	36,571		17,730
Accruing troubled debt restructurings	20,135		30,240
Total impaired loans	$	56,706	$	47,970

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $9.4 million and $5.1 million as of June 30, 2017 and December 31, 2016, respectively.

15

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Interest income effect on impaired loans
Gross amount of interest that would have been recorded under original terms	$	1,158	$	714	$	1,974	$	1,468
Interest included in income
Nonaccrual loans	163		96		305		172
Troubled debt restructurings	169		209		395		441
Total interest included in income	332		305		700		613
Net impact on interest income	$	826	$	409	$	1,274	$	855

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan TDRs greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Specific allowances are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

16

First Financial's investment in impaired loans was as follows:

	As of June 30, 2017						As of December 31, 2016
(Dollars in thousands)	Current balance		Contractual principal balance		Related allowance		Current balance		Contractual principal balance		Related allowance
Loans with no related allowance recorded
Commercial and industrial	$	15,315	$	18,938	$	0	$	12,134	$	12,713	$	0
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	23,285		26,082		0		12,232		14,632		0
Residential real estate	7,557		8,844		0		8,412		9,648		0
Home equity	3,603		4,750		0		3,973		5,501		0
Installment	325		497		0		437		603		0
Total	51,254		60,280		0		37,383		43,292		0
Loans with an allowance recorded
Commercial and industrial	3,484		3,484		2,443		1,069		1,071		550
Lease financing	0		0		0		0		0		0
Construction real estate	0		0		0		0		0		0
Commercial real estate	796		796		124		8,228		8,277		593
Residential real estate	1,071		1,075		160		1,189		1,189		179
Home equity	101		101		2		101		101		2
Installment	0		0		0		0		0		0
Total	5,452		5,456		2,729		10,587		10,638		1,324
Total
Commercial and industrial	18,799		22,422		2,443		13,203		13,784		550
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	24,081		26,878		124		20,460		22,909		593
Residential real estate	8,628		9,919		160		9,601		10,837		179
Home equity	3,704		4,851		2		4,074		5,602		2
Installment	325		497		0		437		603		0
Total	$	56,706	$	65,736	$	2,729	$	47,970	$	53,930	$	1,324

17

First Financial's average impaired loans by class and interest income recognized by class was as follows:

	Three months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	17,198	$	87	$	13,022	$	75
Lease financing	98		1		109		1
Construction real estate	1,075		0		0		0
Commercial real estate	25,465		144		14,924		91
Residential real estate	7,605		46		7,405		49
Home equity	3,926		27		5,176		21
Installment	357		1		378		2
Total	55,724		306		41,014		239
Loans with an allowance recorded
Commercial and industrial	2,301		11		1,064		9
Lease financing	0		0		535		8
Construction real estate	0		0		0		0
Commercial real estate	658		8		7,034		40
Residential real estate	1,126		6		1,470		8
Home equity	101		1		101		1
Installment	0		0		0		0
Total	4,186		26		10,204		66
Total
Commercial and industrial	19,499		98		14,086		84
Lease financing	98		1		644		9
Construction real estate	1,075		0		0		0
Commercial real estate	26,123		152		21,958		131
Residential real estate	8,731		52		8,875		57
Home equity	4,027		28		5,277		22
Installment	357		1		378		2
Total	$	59,910	$	332	$	51,218	$	305

18

	Six months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	15,607	$	196	$	14,154	$	149
Lease financing	149		2		113		1
Construction real estate	538		0		0		0
Commercial real estate	19,939		304		15,383		161
Residential real estate	8,032		92		7,419		95
Home equity	4,111		51		5,231		42
Installment	413		3		336		3
Total	48,789		648		42,636		451
Loans with an allowance recorded
Commercial and industrial	1,094		24		1,040		18
Lease financing	0		0		357		8
Construction real estate	0		0		0		0
Commercial real estate	4,374		13		7,473		117
Residential real estate	1,185		13		1,496		17
Home equity	101		2		101		2
Installment	0		0		0		0
Total	6,754		52		10,467		162
Total
Commercial and industrial	16,701		220		15,194		167
Lease financing	149		2		470		9
Construction real estate	538		0		0		0
Commercial real estate	24,313		317		22,856		278
Residential real estate	9,217		105		8,915		112
Home equity	4,212		53		5,332		44
Installment	413		3		336		3
Total	$	55,543	$	700	$	53,103	$	613

19

OREO. OREO consists of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans.

Changes in OREO were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Balance at beginning of period	$	5,300		$	11,939		$	6,284		$	13,254
Additions
Commercial and industrial	50			102			172			888
Residential real estate	1,913			169			2,078			291
Total additions	1,963			271			2,250			1,179
Disposals
Commercial and industrial	(682		)	(1,893		)	(1,607		)	(2,093		)
Residential real estate	(448		)	(244		)	(685		)	(2,079		)
Total disposals	(1,130		)	(2,137		)	(2,292		)	(4,172		)
Valuation adjustment
Commercial and industrial	(116		)	(29		)	(162		)	(146		)
Residential real estate	(56		)	(13		)	(119		)	(84		)
Total valuation adjustment	(172		)	(42		)	(281		)	(230		)
Balance at end of period	$	5,961		$	10,031		$	5,961		$	10,031

The preceding table includes OREO subject to loss sharing agreements of $0.7 million and $0.1 million at June 30, 2017 and 2016, respectively.

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions, and represents expected reimbursements from the FDIC for losses on covered assets. First Financial's FDIC indemnification asset balance was $9.6 million and $12.0 million as of June 30, 2017 and December 31, 2016, respectively.

The accounting for the FDIC indemnification asset is closely related to the accounting for the underlying, indemnified assets as well as the on-going assessment of the collectibility of the indemnification asset. The primary activities impacting the FDIC indemnification asset are FDIC claims, amortization, FDIC loss sharing income and accelerated discount. For a detailed discussion on the indemnification asset, please refer to the Loans and Leases Note in the 2016 Form 10-K.

NOTE 5:  ALLOWANCE FOR LOAN AND LEASE LOSSES

Loans and leases. Management maintains the ALLL at a level that it considers sufficient to absorb probable incurred loan and lease losses inherent in the portfolio. Management determines the adequacy of the ALLL based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay, including the timing of future payments.

The ALLL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

Covered/formerly covered loans. The majority of covered/formerly covered loans are purchased impaired loans, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. First Financial updated the valuations related to covered/formerly covered loans during the second quarter of 2017.

20

Changes in the allowance for loan and lease losses were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Changes in the allowance for loan and lease losses on loans, excluding covered/formerly covered loans
Balance at beginning of period	$	48,807		$	44,375		$	49,422		$	43,149
Provision for loan and lease losses	1,508			3,760			2,989			5,495
Loans charged-off	(3,936		)	(2,049		)	(6,450		)	(3,416		)
Recoveries	1,972			845			2,390			1,703
Balance at end of period	$	48,351		$	46,931		$	48,351		$	46,931
Changes in the allowance for loan and lease losses on covered/formerly covered loans
Balance at beginning of period	$	7,519		$	9,357		$	8,539		$	10,249
Provision for loan and lease losses	(1,041		)	277			(2,155		)	197
Loans charged-off	(562		)	(653		)	(798		)	(1,728		)
Recoveries	606			796			936			1,059
Balance at end of period	$	6,522		$	9,777		$	6,522		$	9,777
Changes in the allowance for loan and lease losses
Balance at beginning of period	$	56,326		$	53,732		$	57,961		$	53,398
Provision for loan and lease losses	467			4,037			834			5,692
Loans charged-off	(4,498		)	(2,702		)	(7,248		)	(5,144		)
Recoveries	2,578			1,641			3,326			2,762
Balance at end of period	$	54,873		$	56,708		$	54,873		$	56,708

Changes in the allowance for loan and lease losses by loan category were as follows:

	Three months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	17,148		$	616		$	3,607		$	23,745		$	5,485		$	3,774		$	419		$	1,532		$	56,326
Provision for loan and lease losses	3,537			(67		)	(280		)	(2,941		)	(305		)	526			19			(22		)	467
Gross charge-offs	(3,065		)	0			0			(485		)	(223		)	(384		)	(126		)	(215		)	(4,498		)
Recoveries	693			1			89			1,398			59			222			43			73			2,578
Total net charge-offs	(2,372		)	1			89			913			(164		)	(162		)	(83		)	(142		)	(1,920		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416		$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873

	Three months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	18,170		$	866	$	2,272		$	22,416		$	4,040		$	3,976		$	354		$	1,638		$	53,732
Provision for loan and lease losses	2,572			1,014		447			1,283			(801		)	(707		)	(3		)	232			4,037
Loans charged off	(265		)	0		(28		)	(1,596		)	(28		)	(398		)	(30		)	(357		)	(2,702		)
Recoveries	420			1		202			681			81			131			62			63			1,641
Total net charge-offs	155			1		174			(915		)	53			(267		)	32			(294		)	(1,061		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708

21

	Six months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	19,225		$	716		$	3,282	$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Provision for loan and lease losses	2,941			(167		)	45		(5,507		)	2,024			1,331			28			139			834
Loans charged off	(4,808		)	0			0		(970		)	(284		)	(564		)	(175		)	(447		)	(7,248		)
Recoveries	955			1			89		1,654			68			328			114			117			3,326
Total net charge-offs	(3,853		)	1			89		684			(216		)	(236		)	(61		)	(330		)	(3,922		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
	As of June 30, 2017
							Real Estate
	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	2,443		$	0		$	0	$	124		$	160		$	2		$	0		$	0		$	2,729
Collectively evaluated for impairment	15,870			550			3,416		21,593			4,856			4,136			355			1,368			52,144
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
Loans
Individually evaluated for impairment	$	18,799		$	94		$	1,075	$	24,081		$	8,628		$	3,704		$	325		$	0		$	56,706
Collectively evaluated for impairment	1,805,790			88,058			442,037		2,447,574			481,770			460,362			47,329			44,139			5,817,059
Total loans	$	1,824,589		$	88,152		$	443,112	$	2,471,655		$	490,398		$	464,066		$	47,654		$	44,139		$	5,873,765

	Six months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	16,995		$	821	$	1,810		$	23,656		$	4,014		$	3,943		$	386		$	1,773		$	53,398
Provision for loan and lease losses	4,004			1,059		886			863			(793		)	(522		)	(61		)	256			5,692
Loans charged off	(744		)	0		(31		)	(2,858		)	(73		)	(738		)	(103		)	(597		)	(5,144		)
Recoveries	642			1		228			1,123			144			319			161			144			2,762
Total net charge-offs	(102		)	1		197			(1,735		)	71			(419		)	58			(453		)	(2,382		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708
	As of December 31, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	550		$	0	$	0		$	593		$	179		$	2		$	0		$	0		$	1,324
Collectively evaluated for impairment	18,675			716		3,282			25,947			3,029			3,041			388			1,559			56,637
Ending allowance for loan and lease losses	$	19,225		$	716	$	3,282		$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Loans
Individually evaluated for impairment	$	13,203		$	195	$	0		$	20,460		$	9,601		$	4,074		$	437		$	0		$	47,970
Collectively evaluated for impairment	1,768,745			92,913		399,434			2,407,117			491,379			456,314			50,202			43,408			5,709,512
Total loans	$	1,781,948		$	93,108	$	399,434		$	2,427,577		$	500,980		$	460,388		$	50,639		$	43,408		$	5,757,482

22

NOTE 6:  GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill. Assets and liabilities acquired in a business combination are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial had goodwill of $204.1 million as of June 30, 2017 and December 31, 2016, respectively, and recorded no additional goodwill during 2017 or 2016.

Goodwill is not amortized, but is evaluated for impairment on an annual basis as of October 1 of each year, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its most recent annual impairment test as of October 1, 2016 and no impairment was indicated.  As of June 30, 2017, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Other intangible assets. As of June 30, 2017 and December 31, 2016, First Financial had $6.0 million and $6.5 million, respectively, of other intangible assets, which primarily consist of core deposit intangibles and are included in Goodwill and other intangibles in the Consolidated Balance Sheets.  Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships. Core deposit intangibles are recorded at fair value on the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives. Core deposit intangibles were $3.9 million and $4.5 million as of June 30, 2017 and December 31, 2016, respectively. First Financial's core deposit intangibles have an estimated weighted average remaining life of 4.3 years. Amortization expense recognized on intangible assets for the three months ended June 30, 2017 and 2016 was $0.3 million and $0.4 million, respectively. Amortization expense recognized on intangible assets for the six months ended June 30, 2017 and 2016 was $0.7 million and $0.8 million, respectively.

NOTE 7:  BORROWINGS

Short-term borrowings on the Consolidated Balance Sheets include repurchase agreements utilized for corporate sweep accounts with cash management account agreements in place, overnight advances from the FHLB and a short-term line of credit. All repurchase agreements are subject to terms and conditions of repurchase/security agreements between the Bank and the client. To secure it's liability to the client, the Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

First Financial had $1.0 billion in short-term borrowings with the FHLB at June 30, 2017 and $687.7 million as of December 31, 2016. These short-term borrowings are used to manage normal liquidity needs and support the Company's asset and liability management strategies.

First Financial has a $15.0 million short-term credit facility with an unaffiliated bank that matures on May 29, 2018. This facility can have a variable or fixed interest rate and provides First Financial additional liquidity, if needed, for various corporate activities, including the repurchase of First Financial common stock and the payment of dividends to shareholders. As of June 30, 2017 and December 31, 2016, there was no outstanding balance. The credit agreement requires First Financial to comply with certain covenants including those related to asset quality and capital levels, and First Financial was in compliance with all covenants associated with this facility as of June 30, 2017 and December 31, 2016.

In 2015, First Financial issued $120.0 million of subordinated notes, which have a fixed interest rate of 5.125% payable semiannually and mature on August 25, 2025. These notes are not redeemable by the Company, or callable by the holders of the notes prior to maturity. The subordinated notes are treated as Tier 2 capital for regulatory capital purposes and are included in Long-term debt on the Consolidated Balance Sheets.

Long-term debt also includes $0.3 million and $0.4 million of FHLB long-term advances as of June 30, 2017 and December 31, 2016, respectively. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets.

23

The following is a summary of First Financial's long-term debt:

	June 30, 2017					December 31, 2016
(Dollars in thousands)	Amount			Average rate		Amount			Average rate
Subordinated debt	$	120,000		5.13	%	$	120,000		5.13	%
Unamortized debt issuance costs	(1,449		)	N/A		(1,537		)	N/A
FHLB borrowings	343			1.46	%	351			1.43	%
Capital loan with municipality	775			0.00	%	775			0.00	%
Total long-term debt	$	119,669		5.14	%	$	119,589		5.15	%

NOTE 8:  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss).  The related tax effects allocated to other comprehensive income and reclassifications out of accumulated other comprehensive income (loss) are as follows:

	Three months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,170	$	838		$	6,332	$	(2,256	)	$	4,076	$	(3,062	)	$	4,076	$	1,014
Unrealized gain (loss) on derivatives	202		0			202		(74		)	128		(963		)	128		(835		)
Retirement obligation	0		(335		)	335		(122		)	213		(22,614		)	213		(22,401		)
Total	$	7,372	$	503		$	6,869	$	(2,452	)	$	4,417	$	(26,639	)	$	4,417	$	(22,222	)

	Three months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,877	$	(188	)	$	8,065	$	(2,873	)	$	5,192	$	2,110		$	5,192	$	7,302
Unrealized gain (loss) on derivatives	203		0			203		(75		)	128		(1,471		)	128		(1,343		)
Retirement obligation	0		(317		)	317		(116		)	201		(23,848		)	201		(23,647		)
Total	$	8,080	$	(505	)	$	8,585	$	(3,064	)	$	5,521	$	(23,209	)	$	5,521	$	(17,688	)

	Six months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	10,002	$	1,354		$	8,648	$	(3,085	)	$	5,563	$	(4,549	)	$	5,563	$	1,014
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,091		)	256		(835		)
Retirement obligation	0		(670		)	670		(268		)	402		(22,803		)	402		(22,401		)
Total	$	10,407	$	684		$	9,723	$	(3,502	)	$	6,221	$	(28,443	)	$	6,221	$	(22,222	)

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	Six months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	18,852	$	(164	)	$	19,016	$	(6,781	)	$	12,235	$	(4,933	)	$	12,235	$	7,302
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,599		)	256		(1,343		)
Retirement obligation	0		(634		)	634		(233		)	401		(24,048		)	401		(23,647		)
Total	$	19,257	$	(798	)	$	20,055	$	(7,163	)	$	12,892	$	(30,580	)	$	12,892	$	(17,688	)

The following table presents the activity reclassified from accumulated other comprehensive income into income during the three and six month periods ended June 30, 2017 and 2016, respectively:

	Amount reclassified from accumulated other comprehensive income (1)
	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016			Affected Line Item in the Consolidated Statements of Income
Realized gains and losses on securities available-for-sale	$	838		$	(188	)	$	1,354		$	(164	)	Net gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost (2)	104			104			207			207			Salaries and employee benefits
Recognized net actuarial loss (2)	(439		)	(421		)	(877		)	(841		)	Salaries and employee benefits
Defined benefit pension plan total	(335		)	(317		)	(670		)	(634		)
Total reclassifications for the period, before tax	$	503		$	(505	)	$	684		$	(798	)

⁽¹⁾ Negative amounts are reductions to net income.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 12 - Employee Benefit Plans for additional details).

NOTE 9:  DERIVATIVES

First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes.

First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs. First Financial may also utilize interest rate swaps to manage the interest rate risk profile of the Company.

Interest rate payments are exchanged with counterparties based on the notional amount established in the interest rate agreement. As only interest rate payments are exchanged, the cash requirements and credit risk associated with interest rate swaps are significantly less than the notional amount and the Company’s credit risk exposure is limited to the market value of the instruments. First Financial manages this market value credit risk through counterparty credit policies, which require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million. The Company is currently below all single counterparty and portfolio limits.

At June 30, 2017, the Company had a total counterparty notional amount outstanding of $711.5 million, spread among ten counterparties, with an outstanding liability from these contracts of $3.7 million. At December 31, 2016, the Company had a total counterparty notional amount outstanding of $677.8 million, spread among ten counterparties, with an outstanding liability from these contracts of $5.2 million.

First Financial’s exposure to credit loss, in the event of nonperformance by a borrower, is limited to the market value of the derivative instrument associated with that borrower. First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the normal credit review processes the Company performs on all borrowers. Additionally, the Company monitors derivative credit risk exposure related to problem loans through the Company's ALLL committee. First Financial considers the market value of a derivative instrument to be part of the

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carrying value of the related loan for these purposes as the borrower is contractually obligated to pay First Financial this amount in the event the derivative contract is terminated.

Client Derivatives. First Financial utilizes interest rate swaps as a means to offer commercial borrowers fixed rate funding while providing the Company with floating rate assets.  The following table details the classification and amounts recognized in the Consolidated Balance Sheets for client derivatives:

		June 30, 2017							December 31, 2016
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance sheet classification	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Client derivatives - instruments associated with loans
Matched interest rate swaps with borrower	Accrued interest and other assets	$	711,489	$	9,090	$	(3,611	)	$	677,028	$	8,401	$	(4,158	)
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	711,489		3,611		(9,092		)	677,028		4,158		(8,429		)
Total		$	1,422,978	$	12,701	$	(12,703	)	$	1,354,056	$	12,559	$	(12,587	)

In connection with its use of derivative instruments, First Financial and its counterparties are required to post cash collateral to offset the market position of the derivative instruments under certain conditions. First Financial maintains the right to offset these derivative positions with the collateral posted against them by or with the relevant counterparties. First Financial classifies the derivative cash collateral outstanding with its counterparties as an adjustment to the fair value of the derivative contracts within Accrued interest and other assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	June 30, 2017							December 31, 2016
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets
Client derivatives
Matched interest rate swaps with counterparty	$	12,703	$	(5,309	)	$	7,394	$	12,587	$	(462	)	$	12,125

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at June 30, 2017:

							Weighted-average rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Client derivatives
Receive fixed, matched interest rate swaps with borrower	$	711,489	5.9	$	5,479		3.76	%	3.18	%
Pay fixed, matched interest rate swaps with counterparty	711,489		5.9	(5,481		)	3.18	%	3.76	%
Total client derivatives	$	1,422,978	5.9	$	(2	)	3.47	%	3.47	%

Credit Derivatives. In conjunction with participating interests in commercial loans, First Financial periodically enters into risk participation agreements with counterparties whereby First Financial assumes a portion of the credit exposure associated with an interest rate swap on the participated loan in exchange for a fee. Under these agreements, First Financial will make payments to the counterparty if the loan customer defaults on its obligation to perform under the interest rate swap contract with the counterparty. The total notional value of these agreements totaled $61.2 million as of June 30, 2017 and $64.9 million as of December 31, 2016. The fair value of these agreements was recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets and was $21 thousand and $29 thousand at June 30, 2017 and December 31, 2016, respectively.

Mortgage Derivatives. First Financial enters into IRLCs and forward commitments for the future delivery of mortgage loans to third party investors, which are considered derivatives. When borrowers secure an IRLC with First Financial and the loan is intended to be sold, First Financial will enter into forward commitments for the future delivery of the loans to third party investors in order to hedge against the effect of changes in interest rates impacting IRLCs and loans held for sale. At June 30, 2017, the notional amount of the IRLCs was $24.8 million and the notional amount of forward commitments was $25.5

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million. As of December 31, 2016, the notional amount of IRLCs was $13.2 million and the notional amount of forward commitments was $17.8 million. The fair value of these agreements was recorded on the Consolidated Balance Sheets in Accrued interest and other assets and was $0.1 million at June 30, 2017 and $0.2 million at December 31, 2016.

NOTE 10:  COMMITMENTS AND CONTINGENCIES

First Financial offers a variety of financial instruments including standby letters of credit and outstanding commitments to extend credit to assist clients in meeting their requirement for liquidity and credit enhancement. GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.

First Financial utilizes the same credit policies in issuing commitments and conditional obligations as it does for credit instruments recorded on the Consolidated Balance Sheets. First Financial’s exposure to credit loss in the event of nonperformance by the counterparty is represented by the contractual amounts of those instruments. First Financial utilizes the ALLL methodology to maintain a reserve that it considers sufficient to absorb probable incurred losses inherent in standby letters of credit and outstanding loan commitments and records the reserve within Accrued interest and other liabilities on the Consolidated Balance Sheets.

Loan commitments. Loan commitments are agreements to extend credit to a client, absent any violation of conditions established in the commitment agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.  First Financial had commitments outstanding to extend credit totaling $2.1 billion and $2.0 billion at June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017, loan commitments with a fixed interest rate totaled $112.0 million while commitments with variable interest rates totaled $1.9 billion. The fixed rate loan commitments have interest rates ranging from 0.00% to 21.00% and maturities ranging from 1 to 29 years.

Letters of credit. Letters of credit are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the client's contractual default to produce the contracted good or service to a third party.  First Financial issued letters of credit (including standby letters of credit) aggregating $26.6 million and $18.4 million at June 30, 2017 and December 31, 2016, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Investments in affordable housing tax credits. First Financial has made investments in certain qualified affordable housing tax credits. These credits are an indirect federal subsidy that provide tax incentives to encourage investment in the development, acquisition and rehabilitation of affordable rental housing, and allow investors to claim tax credits and other tax benefits (such as deductions from taxable income for operating losses) on their federal income tax returns. The principal risk associated with qualified affordable housing investments is the potential for noncompliance with the tax code requirements, such as failure to rent property to qualified tenants, resulting in the unavailability or recapture of the tax credits and other tax benefits. Investments in affordable housing projects are accounted for under the proportional amortization method and are included in Accrued interest and other assets in the Consolidated Balance Sheets. First Financial's affordable housing commitments totaled $40.6 million and $32.7 million as of June 30, 2017 and December 31, 2016, respectively. The Company recognized tax credits of $0.8 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively. The Company recognized tax credits of $1.6 million and $1.1 million related to its investments in affordable housing projects for the six months ended June 30, 2017 and 2016, respectively. The Company recognized amortization expense which was included in income tax expense of $1.2 million and $0.8 million for the three months ended June 30, 2017 and 2016, respectively. The Company recognized amortization expense of $2.2 million and $1.4 million for the six months ended June 30, 2017 and 2016, respectively. First Financial had no affordable housing contingent commitments as of June 30, 2017 or December 31, 2016.

Investments in historic tax credits. First Financial has noncontrolling financial investments in private investment funds and partnerships which are not consolidated. These investments may generate a return through the realization of federal and state income tax credits, as well as other tax benefits, such as tax deductions from net operating losses of the investments over a period of time. Investments in historic tax credits are accounted for under the equity method of accounting and are carried in Accrued interest and other assets on the Consolidated Balance Sheets. The Company’s recorded investment in these entities was approximately $4.9 million at both June 30, 2017 and December 31, 2016. The maximum exposure to loss related to these

27

investments was $13.7 million at June 30, 2017 and December 31, 2016, respectively, representing the Company’s investment balance and its unfunded commitments to invest additional amounts. Investments in historic tax credits resulted in $0.1 million of tax credits for each of the three months ended June 30, 2017 and 2016, respectively. Investments in historic tax credits resulted in $0.3 million of tax credits for each of the six months ended June 30, 2017 and June 30, 2016, respectively.

Contingencies/Litigation. First Financial and its subsidiaries are engaged in various matters of litigation, other assertions of improper or fraudulent loan practices or lending violations and other matters from time to time, and have a number of unresolved claims pending. Additionally, as part of the ordinary course of business, First Financial and its subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral and foreclosure interests that are incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, First Financial believes that damages, if any, and other amounts relating to pending matters are not probable or cannot be reasonably estimated as of June 30, 2017. Reserves are established for these various matters of litigation, when appropriate, under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel. First Financial had no reserves related to litigation matters as of June 30, 2017 or December 31, 2016.

NOTE 11:  INCOME TAXES

For the second quarter 2017, income tax expense was $11.2 million, resulting in an effective tax rate of 33.0% compared with income tax expense of $11.3 million and an effective tax rate of 33.4% for the comparable period in 2016. For the first six months of 2017, income tax expense was $21.7 million, resulting in an effective tax rate of 31.5% compared with $21.2 million and an effective tax rate of 33.3% for the comparable period in 2016. ASU 2016-09, Compensation-Stock Compensation Improvements to Employee Share-Based Payment Accounting, became effective during the first quarter of 2017 and requires the recognition of the income tax effects of share-based awards through the income statement as a component income tax expense. First Financial recorded a $45 thousand tax benefit as a result of share awards vesting and exercised during the second quarter of 2017 and $1.2 million during the first six months of 2017.

At December 31, 2016, First Financial had $2.4 million of unrecognized tax benefits, as determined in FASB ASC Topic 740-10, Income Taxes, that, if recognized, would favorably affect the effective income tax rate in future periods. The unrecognized tax benefits relate to state income tax exposures from taking tax positions where the Company believes it is likely that, upon examination, a state may take a position contrary to the position taken by the Company. The Company believes that resolution regarding our uncertain tax positions is reasonably possible within the next twelve months and could result in full, partial or no recognition of the benefit.

First Financial recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. At June 30, 2017 and December 31, 2016, the Company had no interest or penalties recorded.

First Financial and its subsidiaries are subject to U.S. federal income tax as well as state and local income tax in several jurisdictions.  Tax years prior to 2013 have been closed and are no longer subject to U.S. federal income tax examinations. Tax years 2013 through 2016 remain open to examination by the federal taxing authority.

First Financial is no longer subject to state and local income tax examinations for years prior to 2011.  Tax years 2011 through 2016 remain open to state and local examination in various jurisdictions.

NOTE 12:  EMPLOYEE BENEFIT PLANS

First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees and uses a December 31 measurement date for the plan. Plan assets were primarily invested in fixed income and publicly traded equity mutual funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.

First Financial made no cash contributions to fund the pension plan during the six months ended June 30, 2017, or the year ended December 31, 2016, and does not expect to make cash contributions to the plan through the remainder of 2017. As a result of the plan’s actuarial projections, First Financial recorded income of $0.3 million and $0.2 million for the quarters ended June 30, 2017 and 2016, respectively. First Financial recorded income of $0.6 million and $0.5 million for the six months ended June 30, 2017 and 2016, respectively.

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The following table sets forth information concerning amounts recognized in First Financial’s Consolidated Statements of Income related to the Company's pension plan:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Service cost	$	1,239		$	1,309		$	2,477		$	2,617
Interest cost	589			581			1,178			1,162
Expected return on assets	(2,481		)	(2,432		)	(4,962		)	(4,863		)
Amortization of prior service cost	(104		)	(104		)	(207		)	(207		)
Net actuarial loss	439			421			877			841
Net periodic benefit (income) cost	$	(318	)	$	(225	)	$	(637	)	$	(450	)

NOTE 13:  EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2017		2016		2017		2016
Numerator
Net income available to common shareholders	$	22,736	$	22,568	$	47,150	$	42,382
Denominator
Basic earnings per common share - weighted average shares	61,543,478		61,194,254		61,471,347		61,115,525
Effect of dilutive securities
Employee stock awards	625,031		763,206		649,706		734,493
Warrants	65,513		69,548		66,420		62,348
Diluted earnings per common share - adjusted weighted average shares	62,234,022		62,027,008		62,187,473		61,912,366
Earnings per share available to common shareholders
Basic	$	0.37	$	0.37	$	0.77	$	0.69
Diluted	$	0.37	$	0.36	$	0.76	$	0.68

Warrants to purchase 112,233 and 177,527 shares of the Company's common stock were outstanding as of June 30, 2017 and 2016, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.12 and expire on December 23, 2018.

Stock options and warrants with exercise prices greater than the average market price of the common shares were not included in the computation of net income per diluted share, as they would have been antidilutive.  Using the end of period price, there were no antidilutive options at June 30, 2017 and June 30, 2016.  

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NOTE 14:  FAIR VALUE DISCLOSURES

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Topic includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2) and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to observable market data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods previously described are considered Level 3.

First Financial utilizes values provided by third-party pricing vendors to price the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic and reviews the pricing methodologies utilized by the pricing vendors to ensure that the fair value determination is consistent with the applicable accounting guidance.  First Financial’s pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, historical prices and other independent pricing services.  Further, the Company periodically validates the fair values of a sample of securities in the portfolio by comparing the fair values to prices from other independent sources for the same or similar securities.  First Financial analyzes unusual or significant variances, conducts additional research with the pricing vendor, and if necessary, takes appropriate action based on its findings.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

Other investments. Other investments include holdings in FRB and FHLB stock, which are carried at cost due to the inability to determine the fair value as a result of restrictions placed on transferability.

Loans held for sale. Loans held for sale are carried at fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the market price or contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans and leases. The fair value of C&I loans, lease financing, CRE, residential real estate and other consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of loans as Level 3 in the fair value hierarchy.

Impaired loans are specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent,

30

licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

OREO. Assets acquired through loan foreclosure are initially recorded at the lower of cost or fair value less costs to sell. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. The Company classifies OREO in level 3 of the fair value hierarchy.

FDIC indemnification asset. Fair value of the FDIC indemnification asset is estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The five year period of loss protection expired for the majority of First Financial's non-single family assets effective October 1, 2014, and the ten year period of loss protection on all other covered loans and covered OREO expires October 1, 2019. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Accrued interest receivable and payable. The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values and are aligned with the underlying assets or liabilities (Level 1, Level 2 or Level 3).

Deposits. The fair value of demand deposits, savings accounts and certain money-market deposits represents the amount payable on demand at the reporting date.  The carrying amounts for variable-rate CDs approximate their fair values at the reporting date.  The fair value of fixed-rate CDs is estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 in the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves which represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes an internally-developed model to value the credit risk component of derivative assets and liabilities, which is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

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The estimated fair values of First Financial’s financial instruments not measured at fair value on a recurring or nonrecurring basis in the consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
June 30, 2017
Financial assets
Cash and short-term investments	$	147,317	$	147,317	$	147,317	$	0	$	0
Investment securities held-to-maturity	696,269		698,722		0		698,722		0
Other investments	53,285		N/A		N/A		N/A		N/A
Loans held for sale	11,939		11,939		0		11,939		0
Loans and leases, net of ALLL	5,818,892		5,858,101		0		0		5,858,101
FDIC indemnification asset	9,599		5,378		0		0		5,378
Accrued interest receivable	19,968		19,968		0		7,126		12,842
Financial liabilities
Deposits
Noninterest-bearing	$	1,476,563	$	1,476,563	$	0	$	1,476,563	$	0
Interest-bearing demand	1,496,173		1,496,173		0		1,496,173		0
Savings	2,398,262		2,398,262		0		2,398,262		0
Time	1,097,911		1,092,974		0		1,092,974		0
Total deposits	6,468,909		6,463,972		0		6,463,972		0
Short-term borrowings	1,088,333		1,088,333		1,088,333		0		0
Long-term debt	119,669		119,101		0		119,101		0
Accrued interest payable	5,197		5,197		844		4,353		0

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	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2016
Financial assets
Cash and short-term investments	$	204,048	$	204,048	$	204,048	$	0	$	0
Investment securities held-to-maturity	763,254		763,575		0		763,575		0
Other investments	51,077		N/A		N/A		N/A		N/A
Loans held for sale	13,135		13,135		0		13,135		0
Loans and leases, net of ALLL	5,699,521		5,754,845		0		0		5,754,845
FDIC indemnification asset	12,017		6,720		0		0		6,720
Accrued interest receivable	18,503		18,503		0		5,705		12,798
Financial liabilities
Deposits
Noninterest-bearing	$	1,547,985	$	1,547,985	$	0	$	1,547,985	$	0
Interest-bearing demand	1,513,771		1,513,771		0		1,513,771		0
Savings	2,142,189		2,142,189		0		2,142,189		0
Time	1,321,843		1,316,333		0		1,316,333		0
Total deposits	6,525,788		6,520,278		0		6,520,278		0
Short-term borrowings	807,912		807,912		807,912		0		0
Long-term debt	119,589		117,878		0		117,878		0
Accrued interest payable	5,049		5,049		410		4,639		0

The financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements were as follows:

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
June 30, 2017
Assets
Derivatives	$	0	$	12,847	$	0	$	12,847
Investment securities available-for-sale	8,924		1,289,654		0		1,298,578
Total	$	8,924	$	1,302,501	$	0	$	1,311,425
Liabilities
Derivatives	$	0	$	12,750	$	0	$	12,750

33

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
December 31, 2016
Assets
Derivatives	$	0	$	12,922	$	0	$	12,922
Investment securities available-for-sale	8,711		1,031,159		0		1,039,870
Total	$	8,711	$	1,044,081	$	0	$	1,052,792
Liabilities
Derivatives	$	0	$	12,725	$	0	$	12,725

Certain financial assets and liabilities are measured at fair value on a nonrecurring basis.  Adjustments to the fair market value of these assets usually result from the application of lower of cost or fair value accounting or write-downs of individual assets.  The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis.

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
June 30, 2017
Assets
Impaired loans	$	0	$	0	$	1,713
OREO	0		0		3,217

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2016
Assets
Impaired loans	$	0	$	0	$	8,154
OREO	0		0		3,921

34

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (MD&A)

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

(Unaudited)

All reclassifications of prior period amounts, if applicable, have been made to conform to the current period’s presentation and had no effect on the Company's previously reported net income or financial condition.

SUMMARY

First Financial is an $8.7 billion bank holding company headquartered in Cincinnati, Ohio, that operates primarily in Ohio, Indiana and Kentucky through its subsidiaries.  These subsidiaries include a commercial bank, First Financial Bank, with 102 banking centers and 124 ATMs. First Financial provides banking and financial services products to business and retail clients through its four lines of business: commercial and private banking, retail banking, investment commercial real estate and commercial finance. Commercial finance provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector and commission-based financing, primarily to insurance agents and brokers, throughout the United States. Commercial and private banking includes wealth management, which provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had $2.6 billion in assets under management as of June 30, 2017.

MARKET STRATEGY AND BUSINESS COMBINATIONS

First Financial’s goal is to develop a competitive advantage by utilizing a local market focus to provide a superior level of service and build long-term relationships with clients to help them reach greater levels of financial success. First Financial serves a combination of metropolitan and non-metropolitan markets in Ohio, Indiana and Kentucky through its full-service banking centers, and provides financing throughout the United States to franchise owners and clients within the financial services industry. First Financial’s market selection process includes a number of factors, but markets are primarily chosen for their potential for growth and long-term profitability.  First Financial intends to concentrate plans for future growth and capital investment within its current metropolitan markets, and will continue to evaluate additional growth opportunities in metropolitan markets located within, or in close proximity to, the Company's current geographic footprint. Additionally, First Financial may assess strategic acquisitions that provide product line extensions or additional industry verticals that compliment our existing business.  First Financial's investment in non-metropolitan markets has historically provided stable, low-cost funding sources and remains an important part of the Bank's core funding base. 

On July 25, 2017, First Financial Bancorp and MainSource Financial Group, Inc. entered into a definitive merger agreement under which MainSource will merge into First Financial in a stock-for-stock transaction. MainSource Bank, a wholly owned subsidiary of MainSource, will merge into First Financial Bank. Under the terms of the merger agreement, shareholders of MainSource will receive 1.3875 common shares of First Financial common stock for each share of MainSource common stock. Including outstanding options and warrants on MainSource common stock, the transaction is valued at approximately $1.0 billion. Upon closing, First Financial shareholders will own approximately 63% of the combined company and MainSource shareholders will own approximately 37%, on a fully diluted basis. The merger will position the combined company to better serve the complimentary geographies of Ohio, Indiana and Kentucky, and create a higher performing bank with greater scale and capabilities.

OVERVIEW OF OPERATIONS

Second quarter2017 net income was $22.7 million and earnings per diluted common share were $0.37. This compares with second quarter 2016 net income of $22.6 million and earnings per diluted common share of $0.36. For the six months ended June 30, 2017, net income was $47.2 million, and earnings per diluted common share were $0.76. This compares with net income of $42.4 million and earnings per diluted common share of $0.68 for the first six months of 2016.

Return on average assets for the second quarter 2017 was 1.06% compared to 1.11% for the comparable period in 2016 and return on average shareholders’ equity for the second quarter 2017 was 10.25% compared to 10.84% for the comparative period in 2016. Return on average assets for the six months ended June 30, 2017 was 1.12% compared to 1.04% for the same period in 2016, and return on average shareholders' equity was 10.80% and 10.27% for the first six months of 2017 and 2016, respectively.

A discussion of First Financial's results of operations for the three and six months ended June 30, 2017 follows.

35

NET INTEREST INCOME

Net interest income, First Financial’s principal source of income, is the excess of interest received from earning assets, including loan-related fees, less interest paid on interest-bearing liabilities. The amount of net interest income is determined by the volume and mix of earning assets, the rates earned on such earning assets and the volume, mix and rates paid for the deposits and borrowed money that support the earning assets.

For analytical purposes, net interest income is also presented in the table that follows, adjusted to a tax equivalent basis assuming a 35.00% marginal tax rate. Net interest income is presented on a tax equivalent basis to consistently reflect income from tax-exempt assets, such as municipal loans and investments, in order to facilitate a comparison between taxable and tax-exempt amounts.  Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis as these measures provide useful information to make peer comparisons.

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Net interest income	$	68,520		$	67,132		$	137,452		$	133,687
Tax equivalent adjustment	1,294			1,058			2,519			2,110
Net interest income - tax equivalent	$	69,814		$	68,190		$	139,971		$	135,797
Average earning assets	$	7,855,564		$	7,475,711		$	7,776,082		$	7,436,862
Net interest margin (1)	3.50		%	3.61		%	3.56		%	3.62		%
Net interest margin (fully tax equivalent) (1)	3.56		%	3.67		%	3.63		%	3.67		%

⁽¹⁾ Calculated using annualized net interest income divided by average earning assets.

Net interest income for the second quarter 2017 was $68.5 million, increasing $1.4 million, or 2.1%, from second quarter 2016 net interest income of $67.1 million.  The increase in net interest income for the second quarter 2017 as compared to the same period in 2016 was primarily driven by a $5.6 million, or 7.5%, increase in interest income, which was partially offset by a $4.2 million, or 52.4%, increase in interest expense.  Net interest income on a fully tax equivalent basis for the second quarter 2017 was $69.8 million compared to $68.2 million for the second quarter 2016.  

Net interest margin on a fully tax equivalent basis declined 11 bps to 3.56% for the second quarter 2017 compared to 3.67% for the second quarter 2016.  The decline in net interest margin was driven by funding costs outpacing earning asset yields as rising interest rates resulted in the immediate repricing of variable rate funding and combined with the Company’s earning asset mix, among other factors, to offset a moderate increase in interest income.

Higher interest income resulted from an increase in average earning assets from $7.5 billion in the second quarter of 2016 to $7.9 billion in the second quarter of 2017, as well as an increase in the yield on earning assets over those same periods from 4.03% to 4.13%, respectively. The increase in average earning assets was due to an increase in average loan balances of $215.5 million, or 3.9%, in the second quarter 2017 compared to the second quarter 2016, primarily as a result of strong organic loan growth. Average investment securities balances also increased $165.8 million, or 8.9% in the second quarter of 2017 compared to the second quarter of 2016. The yield on earning assets was impacted by higher interest earned on loans and investment securities, resulting from recent increases in interest rates and slower investment prepayment speeds.

Interest expense increased as a result of higher average interest-bearing deposits, as well as higher rates paid on deposits during the period. Average interest-bearing deposits increased $188.8 million, or 3.9%, from the second quarter 2016 as a result of strong deposit generation efforts in recent quarters. Rising interest rates and a higher mix of variable rate deposit balances in recent periods contributed to a 24 bps increase in deposit costs from 45 bps for the second quarter of 2016 to 69 bps for the second quarter of 2017. Average short-term borrowing yields also increased 44 bps to 94 bps for the second quarter 2017 from 50 bps in the second quarter of 2016, reflecting recent increases in interest rates.

For the six months ended June 30, 2017, net interest income was $137.5 million, an increase of $3.8 million, or 2.8%, from net interest income of $133.7 million for the comparable period in 2016. Net interest income on a fully-tax equivalent basis for the six months ended June 30, 2017 was $140.0 million compared to $135.8 million for the comparable period in 2016. Similar to

36

the comparable quarter items discussed above, the increase in net interest income was primarily driven by higher earning asset balances resulting from strong organic loan growth and higher investment securities balances. Higher interest income was partially offset by a $5.9 million, or 36.1% increase in interest expense during the six months ended June 30, 2017 compared to the six months ended June 30, 2016. The net interest margin on a fully tax equivalent basis declined four basis points to 3.63% for the six months ended 2017 compared to 3.67% during the same period in 2016. The decline in net interest margin was primarily related to an increase in average interest-bearing deposit balances of $191.5 million, or 4.0%, when compared to the similar period in 2016, as well as a 17 bps increase in the cost of deposit funding from 46 bps in 2016 to 63 bps in 2017, reflecting rising interest rates in recent quarters. Also, as a result of the recent increases in interest rates, short-term borrowing yields increased 31 bps from 50 bps in the comparable period in 2016 to 81 bps for the first six months of 2017, driving a $1.3 million increase in short-term borrowing costs during the period.

CONSOLIDATED AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS

	Quarterly Averages										Year-to-Date Averages
	June 30, 2017					June 30, 2016					June 30, 2017					June 30, 2016
(Dollars in thousands)	Balance			Yield		Balance			Yield		Balance			Yield		Balance			Yield
Earning assets
Investments
Investment securities	$	2,035,334		2.77	%	$	1,869,540		2.54	%	$	1,971,372		2.76	%	$	1,904,156		2.58	%
Interest-bearing deposits with other banks	20,293			1.11	%	21,687			0.50	%	30,582			0.90	%	22,989			0.52	%
Gross loans (1)	5,799,937			4.61	%	5,584,484			4.55	%	5,774,128			4.63	%	5,509,717			4.59	%
Total earning assets	7,855,564			4.13	%	7,475,711			4.03	%	7,776,082			4.14	%	7,436,862			4.07	%
Nonearning assets
Allowance for loan and lease losses	(57,379		)			(55,504		)			(57,917		)			(55,193		)
Cash and due from banks	116,123					121,426					115,922					119,604
Accrued interest and other assets	668,653					662,204					662,409					660,118
Total assets	$	8,582,961				$	8,203,837				$	8,496,496				$	8,161,391
Interest-bearing liabilities
Deposits
Interest-bearing demand	$	1,483,186		0.27	%	$	1,483,025		0.13	%	$	1,483,803		0.23	%	$	1,437,308		0.14	%
Savings	2,408,950			0.69	%	2,042,188			0.25	%	2,317,338			0.59	%	1,990,197			0.26	%
Time	1,164,087			1.23	%	1,342,226			1.10	%	1,198,667			1.20	%	1,380,841			1.08	%
Total interest-bearing deposits	5,056,223			0.69	%	4,867,439			0.45	%	4,999,808			0.63	%	4,808,346			0.46	%
Borrowed funds
Short-term borrowings	875,481			0.94	%	846,376			0.50	%	862,175			0.81	%	896,281			0.50	%
Long-term debt	119,651			5.16	%	119,575			5.17	%	119,628			5.19	%	119,564			5.20	%
Total borrowed funds	995,132			1.45	%	965,951			1.08	%	981,803			1.35	%	1,015,845			1.05	%
Total interest-bearing liabilities	6,051,355			0.81	%	5,833,390			0.55	%	5,981,611			0.75	%	5,824,191			0.56	%
Noninterest-bearing liabilities
Noninterest-bearing demand deposits	1,513,995					1,441,068					1,506,587					1,413,918
Other liabilities	128,007					91,967					127,838					93,782
Shareholders' equity	889,604					837,412					880,460					829,500
Total liabilities and shareholders' equity	$	8,582,961				$	8,203,837				$	8,496,496				$	8,161,391
Net interest income	$	68,520				$	67,132				$	137,452				$	133,687
Net interest spread				3.32	%				3.48	%				3.39	%				3.51	%
Contribution of noninterest-bearing sources of funds				0.18	%				0.13	%				0.17	%				0.11	%
Net interest margin (2)				3.50	%				3.61	%				3.56	%				3.62	%
Tax equivalent adjustment				0.06	%				0.06	%				0.07	%				0.05	%
Net interest margin (fully tax equivalent) (2)				3.56	%				3.67	%				3.63	%				3.67	%

⁽¹⁾ Loans held for sale, nonaccrual loans, covered loans and indemnification asset are included in gross loans.

⁽²⁾ The net interest margin exceeds the interest spread as noninterest-bearing funding sources, demand deposits, other liabilities and shareholders' equity also support earning assets.

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RATE/VOLUME ANALYSIS

The impact on net interest income from changes in interest rates as well as the volume of interest-earning assets and interest-bearing liabilities is illustrated in the table below:

	Changes for the three months ended June 30, 2017									Changes for the six months ended June 30, 2017
	Comparable quarter income variance									Comparable quarter income variance
(Dollars in thousands)	Rate			Volume			Total			Rate			Volume			Total
Earning assets
Investment securities	$	1,048		$	1,145		$	2,193		$	1,698		$	921		$	2,619
Interest-bearing deposits with other banks	33			(4		)	29			44			34			78
Gross loans (1)	907			2,477			3,384			876			6,066			6,942
Total earning assets	1,988			3,618			5,606			2,618			7,021			9,639
Interest-bearing liabilities
Total interest-bearing deposits	2,898			324			3,222			4,019			598			4,617
Borrowed funds
Short-term borrowings	930			68			998			1,398			(138		)	1,260
Long-term debt	(3		)	1			(2		)	(5		)	2			(3		)
Total borrowed funds	927			69			996			1,393			(136		)	1,257
Total interest-bearing liabilities	3,825			393			4,218			5,412			462			5,874
Net interest income	$	(1,837	)	$	3,225		$	1,388		$	(2,794	)	$	6,559		$	3,765

⁽¹⁾ Loans held for sale, nonaccrual loans and indemnification asset are included in gross loans.

NONINTEREST INCOME

Second quarter 2017 noninterest income was $17.5 million, declining $2.7 million, or 13.6%, from $20.2 million in the second quarter of 2016. This decrease was due primarily to a $3.7 million, or 63.8%, decrease in other noninterest income, a $0.5 million, or 28.1%, decrease in net gains on sales of loans and a $0.3 million, or 17.2%, decrease in client derivative fees, which were partially offset by a $1.0 million increase in net gains on sale of investment securities and a $0.4 million, or 11.9%, increase in bankcard income.

Other noninterest income decreased from $5.9 million during the second quarter 2016 to $2.1 million for the second quarter 2017 primarily due to a $2.4 million gain on redemption of a limited partnership investment in 2016 as well as a $1.2 million decrease in income from the accelerated discount on covered loans resulting from the continued decline in covered loan balances. Lower net gains on sales of loans and client credit derivative fees in the second quarter of 2017 both reflect particularly strong loan demand in the second quarter of 2016.

Net gain on sales of investment securities increased in the second quarter of 2017 as the sale of $103.4 million of investment securities resulted in net gains of $0.8 million during the period. The increase in bankcard income was the result of elevated card volume and customer activity in the second quarter of 2017.

Noninterest income for the six months ended June 30, 2017 was $34.8 million, declining $0.9 million, or 2.5%, from noninterest income of $35.7 million for the first six months of 2016. The decrease in noninterest income from the comparable period in 2016 was due primarily to a $3.3 million, or 38.8%, decrease in other noninterest income and a $0.3 million, or 10.4%, decrease in client derivative fees, which were partially offset by a $1.5 million increase in net gains on sale of investment securities, and a $0.6 million, or 10.4%, increase in bankcard income.

Similar to the comparable quarter items previously discussed, the decline in other noninterest income for the first six months of 2017 was primarily due to the redemption of a limited partnership investment in 2016 in addition to a $2.2 million decline in income from the accelerated discount on covered loans. Net gains on sales of loans and client credit derivative fees both decreased due to notably high loan demand in 2016. Net gain on sales of investment securities increased in the first six months of 2017 as the sale of $125.6 million of investment securities resulted in net gains of $1.4 million during the period, and the increase in bankcard income resulted from elevated card volume and customer activity in 2017.

38

NONINTEREST EXPENSE

Second quarter 2017 noninterest expense was $51.6 million compared with $49.4 million for the second quarter of 2016. The $2.1 million, or 4.3%, increase from the comparable quarter in 2016 was primarily attributable to a $2.0 million, or 6.8%, increase in salaries and employee benefits and a $0.7 million, or 26.6%, increase in data processing expenses, partially offset by a $0.9 million, or 14.3%, decline in other noninterest expenses.

Higher salary and benefits expenses during the second quarter of 2017 were primarily related to higher staffing and health care costs, as well as annual compensation adjustments and $0.5 million of severance costs related to efficiency initiatives. Elevated data processing expenses resulted from investments in enterprise data management and system upgrades, in addition to various other software license expenses. Lower other noninterest expenses were primarily driven by lower regulatory costs resulting from the 2016 charter conversion and a decline in collection expenses during the period.

Noninterest expense for the six months ended June 30, 2017 was $102.6 million compared with $100.1 million in the six months ended June 30, 2016. The $2.5 million, or 2.5%, increase from the comparable period in 2016 was primarily attributable to a $4.2 million, or 7.0%, increase in salaries and benefits and a $1.3 million, or 24.0%, increase in data processing expenses, partially offset by a $2.2 million, or 18.1%, decrease in other noninterest expenses and a $0.6 million, or 6.7%, decrease in net occupancy expenses. The increase in salaries and benefits was primarily due to higher staffing levels and performance-based compensation, annual compensation adjustments and higher health care costs during the period similar to the comparable quarter variance. The year to date increase in data processing expenses was primarily related to investments in data management and system upgrades, as well as various other software license expenses. Lower other noninterest expenses were primarily driven by lower regulatory costs resulting from the 2016 charter conversion, fewer collection expenses and a decline in the reserve for unfunded commitments. Lower occupancy expenses resulted from branch consolidation activities.

INCOME TAXES

Income tax expense was $11.2 million for the second quarter of 2017, resulting in an effective tax rate of 33.0% compared to $11.3 million and 33.4% for the comparable period in 2016. For the first six months of 2017, income tax expense was $21.7 million, resulting in an effective tax rate of 31.5% compared to $21.2 million and an effective tax rate of 33.3% for the comparable period in 2016. The lower effective tax rate during the first six months of 2017 related primarily to the adoption of ASU 2016-09 regarding employee share-based compensation. ASU 2016-09, Compensation-Stock Compensation Improvements to Employee Share-Based Payment Accounting, became effective during the first quarter of 2017 and requires the recognition of the income tax effects of share-based awards through the income statement as a component of income tax expense. First Financial recorded a $1.2 million tax benefit as a result of share-based awards vesting and exercised during the first six months of 2017.

While the Company's effective tax rate may fluctuate from quarter to quarter due to tax jurisdiction changes, the level of tax-enhanced assets and tax credit investments, the full year effective tax rate for 2017 is expected to be approximately 31.5% - 32.5%.

LOANS

Loans, excluding loans held for sale, totaled $5.9 billion as of June 30, 2017, and increased $116.3 million, or 2.0%, compared to December 31, 2016.  The increase in loan balances from December 31, 2016 was the result of the Company's sales efforts, expanded presence in key metropolitan markets and investments in a diversified product suite. Higher loan balances at June 30, 2017 were driven by a $44.1 million, or 1.8%, increase in CRE loans, a $43.7 million, or 10.9%, increase in construction real estate loans and a $42.6 million, or 2.4%, increase in C&I loans during the period.

Second quarter2017 average loans, excluding loans held for sale, increased $223.0 million, or 4.0%, from the second quarter of 2016.  The increase in average loans, excluding loans held for sale, was driven by a $123.4 million, or 5.4%, increase in CRE loans, a $99.6 million, or 28.6%, increase in construction real estate loans and a $26.3 million, or 1.5%, increase in C&I loans. Increases in average loan balances were attributable to strong organic loan growth in recent periods.

39

Loans accounted for under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, are referred to as purchased impaired loans. First Financial accounts for the majority of loans acquired in FDIC transactions as purchased impaired loans, except for loans with revolving privileges, which are outside the scope of FASB ASC Topic 310-30, and loans for which cash flows could not be estimated, which are accounted for under the cost recovery method. Purchased impaired loans include loans previously covered under loss sharing agreements as well as loans that remain subject to FDIC loss sharing coverage. First Financial had purchased impaired loans totaling $119.2 million and $138.0 million, at June 30, 2017 and December 31, 2016, respectively. These balances exclude contractual interest not yet accrued.

Loans acquired in FDIC-assisted transactions covered under loss sharing agreements whereby the FDIC will reimburse First Financial for the majority of any losses incurred are referred to as covered loans. The Company's loss sharing agreements with the FDIC related to non-single family assets expired effective October 1, 2014, and the ten year period of loss protection on all other covered loans and covered OREO expires October 1, 2019. The three year period for sharing recoveries on non-single family loans expires on October 1, 2017. Covered loans declined 6.2% to $87.3 million at June 30, 2017 from $93.1 million as of December 31, 2016.  A decline in covered loan balances was expected as there were no acquisitions of loans subject to loss sharing agreements during the period. The covered loan portfolio will continue to decline through payoffs, loan sales, charge-offs and termination or expiration of loss sharing coverage, unless First Financial acquires additional loans subject to loss sharing agreements in the future.

ASSET QUALITY

Nonperforming assets consist of nonaccrual loans, accruing TDRs (collectively, nonperforming loans) and OREO. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the borrower's continued failure to adhere to contractual payment terms, coupled with other pertinent factors. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued but unpaid interest is reversed. Purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period provision for loan and lease losses or prospective yield adjustments.

Nonperforming assets increased $8.4 million, or 15.5%, to $62.7 million at June 30, 2017 from $54.3 million as of December 31, 2016, due to an $8.7 million, or 18.2%, increase in nonperforming loans which was partially offset by a $0.3 million, or 5.1%, decline in OREO balances during the period. Higher nonperforming assets at June 30, 2017 were primarily driven by three commercial relationships downgraded to nonaccrual status, which offset the Company's resolution efforts during the period.

Loans are classified as TDRs when borrowers are experiencing financial difficulties and concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement. TDRs totaled $29.6 million at June 30, 2017, which is a $5.8 million, or 16.5%, decrease from $35.4 million at December 31, 2016.

Classified assets, which are defined by the Company as nonperforming assets plus performing loans internally rated substandard or worse, declined 21.4% to $98.4 million as of June 30, 2017 compared to $125.2 million at December 31, 2016. The decrease in classified assets was the result of strong workout efforts and improved credit risk ratings on previously classified assets during the period.

The table that follows details nonperforming, underperforming and classified assets, in addition to related credit quality ratios as of June 30, 2017 and the four previous quarters.

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	Quarter ended
	2017						2016
(Dollars in thousands)	June 30,			Mar. 31,			Dec. 31,			Sept. 30,			June 30,
Nonperforming loans, nonperforming assets, and underperforming assets
Nonaccrual loans (1)
Commercial and industrial	$	15,099		$	9,249		$	2,419		$	3,201		$	2,980
Lease financing	94			102			195			214			1,167
Construction real estate	1,075			1,075			0			0			0
Commercial real estate	12,617			14,324			6,098			5,985			8,750
Residential real estate	4,442			4,520			5,251			4,759			4,824
Home equity	2,937			3,571			3,400			3,815			4,123
Installment	307			322			367			327			433
Nonaccrual loans	36,571			33,163			17,730			18,301			22,277
Accruing troubled debt restructurings	20,135			29,948			30,240			32,164			28,022
Total nonperforming loans	56,706			63,111			47,970			50,465			50,299
Other real estate owned	5,961			5,300			6,284			7,577			9,302
Total nonperforming assets	62,667			68,411			54,254			58,042			59,601
Accruing loans past due 90 days or more	124			96			142			130			981
Total underperforming assets	$	62,791		$	68,507		$	54,396		$	58,172		$	60,582
Total classified assets	$	98,391		$	114,550		$	125,155		$	142,169		$	143,331
Credit quality ratios
Allowance for loan and lease losses to
Nonaccrual loans	150.05		%	169.85		%	326.91		%	314.84		%	254.56		%
Nonperforming loans	96.77		%	89.25		%	120.83		%	114.17		%	112.74		%
Total ending loans	0.93		%	0.98		%	1.01		%	1.00		%	0.99		%
Nonperforming loans to total loans	0.97		%	1.10		%	0.83		%	0.87		%	0.88		%
Nonperforming assets to
Ending loans, plus OREO	1.07		%	1.19		%	0.94		%	1.00		%	1.04		%
Total assets	0.72		%	0.80		%	0.64		%	0.69		%	0.72		%
Nonperforming assets, excluding accruing TDRs to
Ending loans, plus OREO	0.72		%	0.67		%	0.42		%	0.45		%	0.55		%
Total assets	0.49		%	0.45		%	0.28		%	0.31		%	0.38		%
Classified assets to total assets	1.13		%	1.34		%	1.48		%	1.70		%	1.72		%
(1) Nonaccrual loans include nonaccrual TDRs of $9.4 million, $7.8 million, $5.1 million, $5.6 million and $8.0 million as of June 30, 2017, March 31, 2017, December 31,2016, September 30, 2016 and June 30, 2016, respectively.

INVESTMENTS

First Financial's investment portfolio totaled $2.0 billion, or 23.5% of total assets, at June 30, 2017 and $1.9 billion, or 22.0% of total assets, at December 31, 2016.  Securities available-for-sale totaled $1.3 billion at June 30, 2017 and $1.0 billion at December 31, 2016, while held-to-maturity securities totaled $696.3 million at June 30, 2017 and $763.3 million at December 31, 2016.

The Company's investment portfolio increased $193.9 million, or 10.5%, during the first six months of 2017 as a result of soft loan demand earlier in the year. The overall duration of the investment portfolio was 3.2 years as of June 30, 2017 and December 31, 2016, respectively.

The Company invests in certain securities whose realization is dependent on future principal and interest repayments and thus carry credit risk. First Financial performs a detailed pre-purchase collateral and structural analysis on these securities and strategically invests in asset classes in which First Financial has expertise and experience, as well as a senior position in the capital structure. First Financial continuously monitors credit risk and geographic concentration risk in its evaluation of market opportunities that enhance the overall performance of the portfolio.

41

First Financial recorded a $1.0 million unrealized after-tax gain on the investment portfolio as a component of equity in accumulated other comprehensive income at June 30, 2017. The total unrealized gain on the investment portfolio increased $5.6 million, or 122.3%, from a $4.5 million unrealized after-tax loss at December 31, 2016.

First Financial will continue to monitor loan and deposit demand, as well as balance sheet composition, capital sensitivity and the interest rate environment as it manages investment strategies in future periods.

DEPOSITS AND FUNDING

Total deposits as of June 30, 2017 were $6.5 billion, representing a decrease of $56.9 million, or 0.9%, compared to December 31, 2016, as total time deposits decreased $223.9 million, or 16.9%, and total noninterest-bearing deposits decreased $71.4 million, or 4.6%, while total savings deposits increased $256.1 million, or 12.0%, during the period.

Non-time deposit balances totaled $5.4 billion as of June 30, 2017, increasing $167.1 million, or 3.2%, compared to December 31, 2016 from strong deposit sales efforts. Time deposit balances declined as a result of the intentional runoff of higher-cost brokered CDs.

Average deposits increased $261.7 million, or 4.1%, to $6.6 billion at June 30, 2017 from $6.3 billion at June 30, 2016 due to a $366.8 million, or 18.0%, increase in average savings deposits and a $72.9 million, or 5.1%, increase in average noninterest-bearing deposits, which were partially offset by a $178.1 million, or 13.3%, decline in average time deposits. Higher average deposit balances resulted from strong organic growth in recent periods, notably in variable rate products.

Borrowed funds increased to $1.2 billion at June 30, 2017 from $927.5 million at December 31, 2016 primarily the result of the Company's funding needs and the cyclical nature of public fund depositors. First Financial had $957.7 million in short-term borrowings with the FHLB at June 30, 2017 and $687.7 million as of December 31, 2016, which are used to manage normal liquidity needs and support the Company's asset and liability management strategies. In 2015, First Financial issued $120.0 million of subordinated notes. The subordinated notes have a fixed interest rate of 5.125% payable semiannually and mature on August 25, 2025. These notes are not redeemable by the Company or callable by the holders of the notes prior to maturity. The subordinated notes are treated as Tier 2 capital for regulatory capital purposes and are included in Long-term debt on the Consolidated Balance Sheets.

LIQUIDITY

Liquidity management is the process by which First Financial manages the continuing flow of funds necessary to meet its financial commitments on a timely basis and at a reasonable cost. These funding commitments include withdrawals by depositors, credit commitments to borrowers, shareholder dividends, share repurchases, operating expenses and capital expenditures. Liquidity is derived primarily from deposit growth, principal and interest payments on loans and investment securities, maturing loans and investment securities, access to wholesale funding sources and collateralized borrowings.

First Financial’s most stable source of liability-funded liquidity for both long and short-term needs is deposit growth and retention of the core deposit base. In addition to core deposit funding, First Financial also utilizes a variety of other short and long-term funding sources, which include subordinated notes, longer-term advances from the FHLB and its short-term line of credit.

As of June 30, 2017 and December 31, 2016, outstanding subordinated debt totaled $118.6 million and $118.5 million, respectively, which included prepaid debt issuance costs of $1.4 million for each period. Long-term debt also included FHLB long-term advances of $0.3 million and $0.4 million as of June 30, 2017 and December 31, 2016, respectively as well as an interest-free $0.8 million capital loan outstanding with a municipality at June 30, 2017 and December 31, 2016. First Financial's total remaining borrowing capacity from the FHLB was $414.4 million at June 30, 2017.

42

Both First Financial and the Bank received investment grade credit ratings from Kroll Bond Rating Agency, Inc, an independent rating agency. These credit ratings impact the cost and availability of financing to First Financial, and a downgrade to these credit ratings could affect First Financial's or the Bank’s abilities to access the credit markets, and potentially increase borrowing costs, negatively impacting financial condition and liquidity. Key factors in maintaining high credit ratings include consistent and diverse earnings, strong credit quality and capital ratios, varied funding sources and disciplined liquidity monitoring procedures. The ratings of First Financial and the Bank at June 30, 2017 were as follows:

	First Financial Bancorp	First Financial Bank
Senior Unsecured Debt	BBB+	A-
Subordinated Debt	BBB	A-
Short-Term Debt	K2	BBB+
Deposit	N/A	K2
Short-Term Deposit	N/A	K2

For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB. First Financial pledged certain eligible residential, commercial and farm real estate loans, home equity lines of credit and government, agency and CMBS securities totaling $3.5 billion as collateral for borrowings from the FHLB as of June 30, 2017.  

First Financial maintains a short-term credit facility with an unaffiliated bank for $15.0 million that matures on May 29, 2018. This facility can have a variable or fixed interest rate and provides First Financial additional liquidity, if needed, for various corporate activities, including the repurchase of First Financial shares and the payment of dividends to shareholders. As of June 30, 2017 and December 31, 2016, there was no outstanding balance. The credit agreement requires First Financial to comply with certain covenants including those related to asset quality and capital levels, and First Financial was in compliance with all covenants associated with this line of credit as of June 30, 2017 and December 31, 2016.

First Financial's principal source of asset-funded liquidity is marketable investment securities, particularly those of shorter maturities. The market value of investment securities classified as available-for-sale totaled $1.3 billion and $1.0 billion at June 30, 2017 and December 31, 2016, respectively.  Securities classified as held-to-maturity that are maturing within a short period of time are an additional source of liquidity and totaled $17.1 million and $1.0 million at June 30, 2017 and December 31, 2016, respectively.  Other sources of liquidity include cash and due from banks, interest-bearing deposits with other banks and loans maturing within one year.

At June 30, 2017, in addition to liquidity on hand of $147.3 million, First Financial had unused and available overnight wholesale funding of $2.5 billion, or 29.2% of total assets, to fund loan and deposit activities, as well as general corporate requirements.

Certain restrictions exist regarding the ability of First Financial’s subsidiary, First Financial Bank, to transfer funds to First Financial in the form of cash dividends, loans, other assets or advances.  The approval of the Bank's primary federal regulator is required to pay dividends in excess of regulatory limitations.  Dividends paid to First Financial from the Bank totaled $27.6 million for the first six months of 2017.  As of June 30, 2017, the Bank had retained earnings of $518.2 million of which $134.7 million was available for distribution to First Financial without prior regulatory approval. Additionally, First Financial had $57.5 million in cash at the parent company as of June 30, 2017, which approximates the Company’s annual regular shareholder dividend and operating expenses.

Share repurchases, if any, also impact First Financial's liquidity. For further information regarding share repurchases, see the Capital section that follows.

Capital expenditures, such as banking center expansions and technology investments were $4.2 million and $5.0 million for the first six months of 2017 and 2016, respectively. Management believes that sufficient liquidity exists to fund its future capital expenditure commitments.

Management is not aware of any other events or regulatory requirements that, if implemented, are likely to have a material effect on First Financial’s liquidity.

43

CAPITAL

Risk-Based Capital. The Board of Governors of the Federal Reserve System approved a final rule implementing changes intended to strengthen the regulatory capital framework for all banking organizations (Basel III) which became effective January 1, 2015, subject to a phase-in period for certain provisions. Basel III establishes and defines quantitative measures to ensure capital adequacy which require First Financial to maintain minimum amounts and ratios of Common Equity tier 1 capital, total and tier 1 capital to risk-weighted assets and tier 1 capital to average assets (leverage ratio).

The rule includes a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which began on January 1, 2016 at 0.625% and will be phased in over a four-year period, increasing by the same amount on each subsequent January 1, until fully phased-in on January 1, 2019. Further, Basel III increased the minimum ratio of tier 1 capital to risk-weighted assets from 4.0% to 6.0% and all banks are now subject to a 4.0% minimum leverage ratio. The required total risk-based capital ratio was unchanged. Failure to maintain the required common equity tier 1 capital conservation buffer will result in potential restrictions on a bank’s ability to pay dividends, repurchase stock and/or pay discretionary compensation to its employees. 

Management believes, as of June 30, 2017, that First Financial met all capital adequacy requirements to which it was subject.  To be categorized as well-capitalized, First Financial must maintain minimum Total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage ratios as set forth in the table that follows. The Company's most recent regulatory notifications categorized First Financial as "well-capitalized" under the regulatory framework for prompt corrective action. There have been no conditions or events since those notifications that management believes has changed the Company's categorization.

The revised capital requirements also provide strict eligibility criteria for regulatory capital instruments, and the method for calculating risk-weighted assets includes identification of riskier assets which require higher capital allocations, such as highly volatile commercial real estate and nonaccrual loans. First Financial's tier 1 ratio increased from 10.46% as of December 31, 2016 to 10.54% as of June 30, 2017, while the total capital ratio decreased from 13.10% as of December 31, 2016 to 13.05% as of June 30, 2017. The leverage ratio increased to 8.69% at June 30, 2017 compared to 8.60% as of December 31, 2016 and the Company’s tangible common equity ratio increased from 7.96% at December 31, 2016 to 8.09% during the current quarter. All regulatory capital ratios exceeded the amounts necessary to be classified as “well capitalized,” and total regulatory capital exceeded the minimum requirement by $263.6 million on a consolidated basis at June 30, 2017. 

44

The following tables present the actual and required capital amounts and ratios as of June 30, 2017 and December 31, 2016 under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels based on the phase-in provisions of the Basel III Capital Rules as well as the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered "well capitalized" are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

	Actual				Minimum capital required - Basel III current period				Required to be considered well capitalized - current period				Minimum capital required - Basel III fully phased-in
(Dollars in thousands)	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
June 30, 2017
Common equity tier 1 capital to risk-weighted assets
Consolidated	$	731,024	10.54	%	$	398,858	5.75	%	N/A		N/A		$	485,567	7.00	%
First Financial Bank	771,900		11.16	%	397,800		5.75	%	$	449,687	6.50	%	484,278		7.00	%
Tier 1 capital to risk-weighted assets
Consolidated	731,128		10.54	%	502,908		7.25	%	N/A		N/A		589,617		8.50	%
First Financial Bank	772,004		11.16	%	501,574		7.25	%	553,460		8.00	%	588,052		8.50	%
Total capital to risk-weighted assets
Consolidated	905,222		13.05	%	641,642		9.25	%	N/A		N/A		728,350		10.50	%
First Financial Bank	834,901		12.07	%	639,939		9.25	%	691,826		10.00	%	726,417		10.50	%
Leverage ratio
Consolidated	731,128		8.69	%	336,609		4.00	%	N/A		N/A		336,609		4.00	%
First Financial Bank	772,004		9.18	%	336,245		4.00	%	420,306		5.00	%	336,245		4.00	%

45

The following table presents the actual and required capital amounts and ratios as of December 31, 2016 under the regulatory capital rules then in effect.

	Actual				Minimum capital required - Basel III				Required to be considered well capitalized				Minimum capital required - Basel III fully phased-in
(Dollars in thousands)	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
December 31, 2016
Common equity tier 1 capital to risk-weighted assets
Consolidated	$	703,891	10.46	%	$	344,848	5.125	%	N/A		N/A		$	471,012	7.00	%
First Financial Bank	747,151		11.13	%	344,038		5.125	%	$	436,341	6.50	%	469,906		7.00	%
Tier 1 capital to risk-weighted assets
Consolidated	703,995		10.46	%	445,779		6.625	%	N/A		N/A		571,943		8.50	%
First Financial Bank	747,255		11.13	%	444,732		6.625	%	537,035		8.00	%	570,600		8.50	%
Total capital to risk-weighted assets
Consolidated	881,158		13.10	%	580,354		8.625	%	N/A		N/A		706,517		10.50	%
First Financial Bank	813,433		12.12	%	578,991		8.625	%	671,294		10.00	%	704,859		10.50	%
Leverage ratio
Consolidated	703,995		8.60	%	327,605		4.00	%	N/A		N/A		327,605		4.00	%
First Financial Bank	747,255		9.13	%	327,436		4.00	%	409,295		5.00	%	327,436		4.00	%

First Financial generally seeks to balance the return of earnings to shareholders, through shareholder dividends and share repurchases, with capital retention to maintain adequate levels of capital and support the Company's growth plans, as well as share price considerations.

Shareholder Dividends. First Financial paid a dividend of $0.17 per common share on July 3, 2017 to shareholders of record as of June 2, 2017. Additionally, First Financial's board of directors authorized a dividend of $0.17 per common share for the next regularly scheduled dividend, payable on October 2, 2017 to shareholders of record as of September 1, 2017.

Share Repurchases. In October 2012, First Financial's board of directors approved a share repurchase plan under which the Company has the ability to repurchase up to 5,000,000 shares. First Financial did not repurchase any shares under this plan during the first six months of 2017 and 2016. At June 30, 2017, 3,509,133 common shares remained available for repurchase under the 2012 share repurchase plan.

ATM Offering. During the first quarter of 2017, First Financial initiated an "at-the-market" equity offering program to provide flexibility with respect to capital planning and to support future growth. First Financial was not active through the ATM program during the period.

Shareholders' Equity. Total shareholders’ equity at June 30, 2017 was $898.1 million compared to total shareholders’ equity at December 31, 2016 of $865.2 million.

For further detail, see the Consolidated Statements of Changes in Shareholders’ Equity.

46

RISK MANAGEMENT

First Financial manages risk through a structured ERM approach that routinely assesses the overall level of risk, identifies specific risks and evaluates the steps being taken to mitigate those risks. First Financial continues to enhance its risk management capabilities and has, over time, embedded risk awareness as part of the culture of the Company.  First Financial has identified ten types of risk that it monitors in its ERM framework.  These risks include credit, market, operational, compliance, strategic, reputation, information technology, cyber, legal and environmental/external.

For a full discussion of these risks, see the Risk Management section in Management's Discussion and Analysis in First Financial’s 2016 Annual Report. The sections that follow provide additional discussion related to credit risk and market risk.

CREDIT RISK

Credit risk represents the risk of loss due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms. First Financial manages credit risk through its underwriting process, periodically reviewing and approving its credit exposures using credit policies and guidelines approved by the board of directors.  

Allowance for loan and lease losses. First Financial records a provision for loan and lease losses in the Consolidated Statements of Income to maintain the ALLL at a level considered sufficient to absorb probable incurred loan and lease losses inherent in the portfolio.

The ALLL was $54.9 million as of June 30, 2017 and $58.0 million as of December 31, 2016, and as a percentage of period-end loans, the ALLL was 0.93% as of June 30, 2017 compared to 1.01% as of December 31, 2016. The decline in the ALLL when compared to December 31, 2016 is consistent with the Company's stable overall credit outlook, and was the result of lower classified asset balances as well as the decline in covered/formerly covered loans.

The ALLL as a percentage of nonaccrual loans was 150.05% at June 30, 2017 and 326.91% at December 31, 2016. The ALLL as a percentage of nonperforming loans, which include accruing TDRs, declined to 96.77% as of June 30, 2017 from 120.83% as of December 31, 2016 due to the lower ALLL and an $8.7 million, or 18.2%, increase in nonperforming loans. The increase in nonperforming loans during the first six months of 2017 was primarily driven by three commercial relationships downgraded to nonaccrual status during the period, which offset the Company's resolution efforts.

Second quarter 2017 net charge-offs were $1.9 million, or 0.13% of average loans and leases on an annualized basis, compared to net charge-offs of $1.1 million, or 0.08% of average loans and leases on an annualized basis for the comparable quarter in 2016. The $0.9 million increase in net charge-offs from the comparable period in 2016 was primarily the result of higher C&I loan charge-offs, partially offset by a decline in CRE loan charge-offs and higher C&I and CRE recoveries during the period.

Provision expense is a product of the Company's ALLL model, as well as net charge-off activity during the period. Second quarter 2017 provision expense was $0.5 million compared to $4.0 million during the comparable quarter in 2016, driven by a $44.9 million, or 31.4% decline in classified asset balances and the continued runoff of covered/formerly covered loan balances, both of which generally have higher reserve percentages than other loan types. Provision expense was $0.8 million compared to $5.7 million for the six months ended June 30, 2017 and 2016, respectively.

See Note 5 – Allowance for Loan and Lease Losses in the Notes to Consolidated Financial Statements, for further discussion of First Financial's ALLL.

47

The table that follows includes the activity in the ALLL for the quarterly periods presented.

	Three months ended															Six months ended
	2017						2016									June 30,
(Dollars in thousands)	June 30,			Mar. 31,			Dec. 31,			Sept. 30,			June 30,			2017			2016
Allowance for loan and lease loss activity
Balance at beginning of period	$	56,326		$	57,961		$	57,618		$	56,708		$	53,732		$	57,961		$	53,398
Provision for loan losses	467			367			2,761			1,687			4,037			834			5,692
Gross charge-offs
Commercial and industrial	3,065			1,743			1,590			296			265			4,808			744
Lease financing	0			0			0			0			0			0			0
Construction real estate	0			0			(2		)	64			28			0			31
Commercial real estate	485			485			990			1,135			1,596			970			2,859
Residential real estate	223			61			224			90			28			284			73
Home equity	384			180			232			475			398			564			738
Installment	126			49			60			223			30			175			102
Credit card	215			232			326			267			357			447			597
Total gross charge-offs	4,498			2,750			3,420			2,550			2,702			7,248			5,144
Recoveries
Commercial and industrial	693			262			186			327			420			955			641
Lease financing	1			0			0			0			1			1			1
Construction real estate	89			0			51			6			202			89			228
Commercial real estate	1,398			256			382			997			681			1,654			1,123
Residential real estate	59			9			54			38			81			68			145
Home equity	222			106			144			257			131			328			319
Installment	43			71			118			56			62			114			161
Credit card	73			44			67			92			63			117			144
Total recoveries	2,578			748			1,002			1,773			1,641			3,326			2,762
Total net charge-offs	1,920			2,002			2,418			777			1,061			3,922			2,382
Ending allowance for loan and lease losses	$	54,873		$	56,326		$	57,961		$	57,618		$	56,708		$	54,873		$	56,708
Net charge-offs to average loans and leases (annualized)
Commercial and industrial	0.53		%	0.34		%	0.32		%	(0.01		)%	(0.04		)%	0.44		%	0.01		%
Lease financing	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%	0.00		%
Construction real estate	(0.08		)%	0.00		%	(0.06		)%	0.06		%	(0.20		)%	(0.04		)%	(0.12		)%
Commercial real estate	(0.15		)%	0.04		%	0.10		%	0.02		%	0.16		%	(0.06		)%	0.15		%
Residential real estate	0.13		%	0.04		%	0.13		%	0.04		%	(0.04		)%	0.09		%	(0.03		)%
Home equity	0.14		%	0.07		%	0.08		%	0.19		%	0.23		%	0.10		%	0.18		%
Installment	0.65		%	(0.18		)%	(0.47		)%	1.40		%	(0.29		)%	0.24		%	(0.28		)%
Credit card	1.28		%	1.73		%	2.35		%	1.64		%	2.88		%	1.50		%	2.21		%
Total net charge-offs	0.13		%	0.14		%	0.17		%	0.05		%	0.08		%	0.14		%	0.09		%

48

MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, foreign exchange rates and equity prices. The primary source of market risk for First Financial is interest rate risk. Interest rate risk is the risk to earnings and the value of the Company's equity arising from changes in market interest rates. Interest rate risk arises in the normal course of business to the extent that there is a divergence between the amount of interest-earning assets and the amount of interest-bearing liabilities that are prepaid, withdrawn, re-priced or mature in specified periods. First Financial seeks to achieve consistent growth in net interest income and equity while managing volatility from shifts in market interest rates.

First Financial monitors the Company's interest rate risk position using income simulation models and EVE sensitivity analyses that capture both short-term and long-term interest rate risk exposure.  Income simulation involves forecasting NII under a variety of interest rate scenarios, including instantaneous shocks. EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest-rate scenarios.  First Financial uses EVE sensitivity analysis to understand the impact of changes in interest rates on long-term cash flows, income and capital.  EVE is calculated by discounting the cash flows for all balance sheet instruments under different interest-rate scenarios.  For both NII and EVE modeling, First Financial leverages instantaneous parallel shocks to evaluate interest rate risk exposure across rising and falling rate scenarios. Additional scenarios evaluated include implied market forward rate forecasts and various non-parallel yield curve twists.

First Financial’s interest rate risk models are based on the contractual and assumed cash flows and repricing characteristics for all of the Company’s assets, liabilities and off-balance sheet exposure. A number of assumptions are also incorporated into the interest rate risk models, including prepayment behaviors and repricing spreads for assets in addition to attrition and repricing rates for liabilities. Assumptions are primarily derived from behavior studies of the Company’s historical client base and are continually refined. Modeling the sensitivity of NII and EVE to changes in market interest rates is highly dependent on the assumptions incorporated into the modeling process.

Non-maturity deposit modeling is particularly dependent on the assumption for repricing sensitivity known as a beta. Beta is the amount by which First Financial’s interest bearing non-maturity deposit rates will increase when short-term interest rates rise. The Company utilized a weighted average deposit beta of 70% in its interest rate risk modeling as of June 30, 2017. First Financial also includes an assumption for the migration of non-maturity deposit balances into CDs for all upward rate scenarios beginning with the +200 BP scenario, thereby increasing deposit costs and reducing asset sensitivity.

Presented below is the estimated impact on First Financial’s NII and EVE position as of June 30, 2017, assuming immediate, parallel shifts in interest rates:

	% Change from base case for  immediate parallel changes in rates
	-100 BP (1)		+100 BP		+200 BP
NII-Year 1	(3.69	)%	1.63	%	2.60	%
NII-Year 2	(5.70	)%	4.06	%	5.96	%
EVE	(4.05	)%	(0.30	)%	0.29	%

⁽¹⁾ Because certain current interest rates are at or below 1.00%, the 100 bp downward shock assumes that certain corresponding interest rates approach an implied floor that, in effect, reflects a decrease of less than the full 100 basis point downward shock.

“Risk-neutral” refers to the absence of a strong bias toward either asset or liability sensitivity. “Asset sensitivity” is when a company's interest-earning assets reprice more quickly or in greater quantities than interest-bearing liabilities. Conversely, “liability sensitivity” is when a company's interest-bearing liabilities reprice more quickly or in greater quantities than interest-earning assets. In a rising interest rate environment, asset sensitivity results in higher net interest income while liability sensitivity results in lower net interest income. In a declining interest rate environment, asset sensitivity results in lower net interest income while liability sensitivity results in higher net interest income.

First Financial was within all internal policy limits set for interest rate risk monitoring as of June 30, 2017. The projected results for NII and EVE became became less asset sensitive during the second quarter of 2017 due to a liability mix toward rate sensitive deposit products, coupled with the impact from higher fixed rate investment securities. Partially offsetting the downward sensitivity pressures, was the continued focus on variable rate lending and while limiting fixed rate originations. First Financial continues to manage its balance sheet with a bias toward asset sensitivity while simultaneously balancing the potential earnings impact of this strategy.

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First Financial continually evaluates the sensitivity of its interest rate risk position to modeling assumptions. The table that follows reflects First Financial’s estimated NII sensitivity profile as of June 30, 2017 assuming both a 25% increase and decrease to the beta assumption on managed rate deposits:

	Beta sensitivity (% change from base)
	+100 BP				+200 BP
	Beta 25% lower		Beta 25% higher		Beta 25% lower		Beta 25% higher
NII-Year 1	2.64	%	0.56	%	4.28	%	0.92	%
NII-Year 2	5.06	%	3.01	%	7.61	%	4.30	%

See the Net Interest Income section of Management’s Discussion and Analysis for further discussion.

CRITICAL ACCOUNTING POLICIES

First Financial’s Consolidated Financial Statements are prepared based on the application of the Company's accounting policies.  These policies require the reliance on estimates and assumptions.  Changes in underlying factors, assumptions or estimates could have a material impact on First Financial’s future financial condition and results of operations. In management’s opinion, certain accounting policies have a more significant impact than others on First Financial’s financial reporting.  For First Financial, these areas currently include accounting for the ALLL, goodwill, pension and income taxes.  These accounting policies are discussed in detail in the Critical Accounting Policies section of Management’s Discussion and Analysis in First Financial’s 2016 Annual Report.  There were no material changes to these accounting policies during the six months ended June 30, 2017.

ACCOUNTING AND REGULATORY MATTERS

Note 2 - Recently Adopted and Issued Accounting Standards in the Notes to Consolidated Financial Statements, discusses new accounting standards adopted by First Financial during 2017 and the expected impact of accounting standards recently issued but not yet required to be adopted.  To the extent the adoption of new accounting standards materially affects financial condition, results of operations or liquidity, the impacts are discussed in the applicable section(s) of Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements.

FORWARD-LOOKING INFORMATION

This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not based on historical or current facts, but rather on our current beliefs, expectations, assumptions and projections about our business, the economy and other future conditions.   Forward-looking statements often include words such as ‘‘believes,’’ ‘‘anticipates,’’ “likely,” “expected,” ‘‘intends,’’ “could,” “should,” and other similar references to future periods.  Examples of forward-looking statements include, but are not limited to, statements we make about (i) our future operating or financial performance, including revenues, income or loss and earnings or loss per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements.

As with any forecast or projection, forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that may cause actual results to differ materially from those set forth in the forward-looking statements.  Important factors that could cause actual results to differ materially from those in our forward-looking statements include the following, without limitation: (i) economic, market, liquidity, credit, interest rate, operational and technological risks associated with the Company’s business; (ii) the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation and regulation relating to the banking industry; (iii) management’s ability to effectively execute its business plans; (iv) mergers and acquisitions, including costs or difficulties related to the integration of acquired companies; (v) the Company’s ability to comply with the terms of loss sharing agreements with the FDIC; (vi) the effect of changes in accounting policies and practices; (vii) changes in consumer spending, borrowing and saving and changes in unemployment; (viii) changes in customers’ performance and creditworthiness; and (ix) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation.  Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in the Form 10-K for the year ended December 31, 2016, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov.

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Forward-looking statements are meaningful only on the date when such statements are made.  We undertake no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date on which a forward-looking statement is made.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk” of this report is incorporated herein by reference in response to this item.

ITEM 4.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15 of the Securities Exchange Act of 1934, that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the Securities and Exchange Commission’s rules and forms.  In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

As of the end of the period covered by this report, First Financial performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No changes were made to the Corporation’s internal control over financial reporting (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material changes to the disclosure in response to "Part I - Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

Item 1A. Risk Factors.

There are a number of factors that may adversely affect the Company's business, financial results, or stock price. See "Risk Factors" as disclosed in response to "Item 1A. to Part I - Risk Factors" of Form 10-K for the year ended December 31, 2016.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table shows the total number of shares repurchased in the second quarter of 2017.

Issuer Purchases of Equity Securities

	(a)	(b)		(c)	(d)
Period	Total Number Of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (2)	Maximum Number of Shares that may yet be purchased Under the Plans
April 1 to April 30, 2017
Share repurchase program	0	$	0.00	0	3,509,133
Stock Plans	0	0.00		N/A	N/A
May 1 to May 31, 2017
Share repurchase program	0	$	0.00	0	3,509,133
Stock Plans	8,591	28.05		N/A	N/A
June 1 to June 30, 2017
Share repurchase program	0	$	0.00	0	3,509,133
Stock Plans	0	0.00		N/A	N/A
Total
Share repurchase program	0	$	0.00	0
Stock Plans	8,591	$	28.05	N/A

(1) The number of shares purchased in column (a) and the average price paid per share in column (b) include the purchase of shares other than through publicly announced plans.  The shares purchased other than through publicly announced plans were purchased pursuant to First Financial’s 1999 Stock Incentive Plan for Officers and Employees, Amended and Restated 2009 Non-Employee Director Stock Plan, 2012 Stock Plan and 2012 Amended and Restated Stock Plan(collectively referred to hereafter as the Stock Plans).  The table shows the number of shares purchased pursuant to the Stock Plans and the average price paid per share.  Under the Stock Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.

(2) First Financial has one previously announced stock repurchase plan under which it is authorized to purchase shares of its common stock.  The plan has no expiration date.  The table that follows provides additional information regarding this plan.

Announcement Date	Total Shares Approved for Repurchase	Total Shares Repurchased Under the Plan	Expiration Date
10/25/2012	5,000,000	1,490,867	None

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Item 6.         Exhibits

(a)	Exhibits:
Exhibit Number
10.1		First Financial Bancorp. Amended and Restated 2012 Stock Plan (filed as Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on May 24, 2017) (File No. 001-34762).*
10.2		Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (Directors, 1-year vest/accrual of dividends).*
10.3		Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (employees of First Financial Bank, 3-year vesting/accrual of dividends).
10.4		Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends).*
10.5		Form of Agreement for Restricted Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (employees of First Franchise Capital Corporation, 3-year vesting/accrual of dividends).*
10.6		Form of Agreement for Performance Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (employees of First Financial Bank) 3-year vesting/accrual of dividends).*
10.7		Form of Agreement for Performance Stock Awards under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends).*
10.8		Form of Agreement for Stock Awards under the Key Executive Short Term Incentive Plan and the First Financial Bancorp. Amended and Restated 2012 Stock Plan (immediate vest, 1-year holding).*
31.1		Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
31.2		Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.1		Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
32.2		Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
101.1		Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, as blocks of text and in detail.**

First Financial will furnish, without charge, to a security holder upon request a copy of the documents and will furnish any other Exhibit upon payment of reproduction costs.  Unless as otherwise noted, documents incorporated by reference involve File No. 001-34762.

*    Compensation plan(s) and arrangement(s).

**    As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FIRST FINANCIAL BANCORP.
		(Registrant)
/s/ John M. Gavigan		/s/ Scott T. Crawley
John M. Gavigan		Scott T. Crawley
Senior Vice President and Chief Financial Officer		First Vice President and Controller
		(Principal Accounting Officer)
Date	8/7/2017	Date	8/7/2017

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EX-10.2

EXHIBIT 10.2

AGREEMENT FOR RESTRICTED STOCK AWARD

FOR NON-EMPLOYEE DIRECTORS

This Agreement for Restricted Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP., an Ohio corporation (the "Corporation"), and DIRECTOR NAME who, as of <Enter Grant Date>, which is the date of this Agreement, is a non-employee director of First Financial Bancorp. (the "Director"):

WHEREAS, the Corporation established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award herein set forth to the Director upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Restricted Stock. The Corporation hereby awards to Director as of the date of this Agreement <Enter Number of Shares Granted>shares of restricted Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered (the “Award”).

2. Restrictions on Transfer. The shares of restricted Common Stock so received by the Director and any additional shares attributable thereto received by the Director as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby.

3. Restriction Period. The Restriction Period begins as of the date of this Agreement and, except as otherwise provided in this Agreement or the Plan, all restrictions on restricted Common Stock granted pursuant to the Award shall end (and the restricted Common Stock shall thereupon become vested) on the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below:

Anniversary DateFirst Eligible to Vest on

of this AgreementIndicated Anniversary Date

1st anniversary date100.00%

Notwithstanding the foregoing, if there has been a Change in Control (as such term is defined in the Plan), the Restriction Period ends with respect to such shares of restricted Common Stock in accordance with the Plan.

4. Terms and Conditions. Awards are subject to terms and conditions of the Plan.

5. Issuance of Stock Awards.

(a) Upon award of the restricted Common Stock to the Director, shares of restricted Common Stock shall be evidenced by a book-entry registration by the Corporation for the benefit of the Director. Each such registration will be held by the Corporation or its agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such

Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

(b) With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Director or the Director's designee, or in the event of such Director's death subsequent to expiration of the Restriction Period, to the Director's legal representative, heir or legatee.

6. Shareholder's Rights.Subject to the terms of this Agreement, during the Restriction Period:

(a) The Director will have, with respect to the restricted Common Stock, the right to vote all shares of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2.

(b) The Director shall not be paid any dividends with respect to the restricted Common Stock until the Director has become vested in the shares. At the time of vesting, the Director shall receive a cash payment equal to the aggregate dividends (without interest) that the Director would have received if the Director had owned all the shares in which the Director had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. No dividends shall be paid to the Director with respect to any shares of restricted Common Stock that are forfeited by the Director.

7. Regulatory Compliance. The issue of shares of restricted Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

8. Withholding Tax. The Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any federal income tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Director; provided, however, that the Director shall have the right to provide the Corporation with the funds to enable it to pay such tax. Alternatively the Corporation reserves the right to not withhold taxes and to reflect any income on a Form 1099 or such other appropriate tax form.

9. Investment Representation. The Director represents and agrees that if he or she is awarded and receives the restricted Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

10. Federal Income Tax Election. The Director hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such

2

election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event.

11. Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:

(a) there automatically will be substituted for each share of restricted Common Stock for which the Restriction Period has not ended granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

(b) the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole number.

12. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Director or other person or persons succeeding to his or her interest will be delivered to the Director or such other person or persons at the Director's address below specified or such other address as specified in a notice filed with the Corporation.

13. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Director hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

14. Successors. All rights under this Agreement are personal to the Director and are not transferable except that in the event of the Director's death, such rights are transferable to the Director's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

15. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Director with respect to any loss, cost or expense which the Director may incur in connection with or arising out of any transaction in connection therewith.

16. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

17. Plan. The First Financial Bancorp. Amended and Restated 2012 Stock Plan (the "Plan") will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Director and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

18. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Director relating to the shares of restricted Common Stock that are granted

3

under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan.

19. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties as of the date first set forth above.

FIRST FINANCIAL BANCORP.

By: ______________________________

Title: Chief Executive Officer

______________________________

Signature of Director

2017 Director RSA

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APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

5

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to Shannon M. Kuhl, Senior Vice President and Chief Legal Officer, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202, or by phone at (513) 979-5773.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

6

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of

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shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common

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Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

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Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

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Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

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The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

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U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules,

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provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

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When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

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“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

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EX-10.3

EXHIBIT 10.3

AGREEMENT FOR RESTRICTED STOCK AWARD

This Agreement for Restricted Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP, an Ohio corporation (the "Corporation"), and <Participant Name> (the "Grantee") who, as of <Enter Grant Date> which is the date of this Agreement, is an employee of the Corporation or a Subsidiary (as defined below).

WHEREAS, the Corporation established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award to the Grantee upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Restricted Stock. The Corporation hereby awards to Grantee as of the date of this Agreement <Enter Number of Shares Granted> shares of restricted Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered.

2. Restrictions on Transfer. The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby.

3. Restriction Period. The Restriction Period as used in this Agreement shall mean the period that begins as of the date of this Agreement and ends with respect to the restricted Common Stock granted under this Agreement as of the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below in the Vesting Schedule. The ending of the Restriction Period also may be referred to in this Agreement as the vesting of the restricted Common Stock or as when the Common Stock vests.

Vesting Schedule

Shares of Common Stock

Anniversary DateFirst Eligible to Vest on

Groupof this AgreementIndicated Anniversary Date

A1st anniversary date33.33%

B2nd anniversary date33.33%

C3rd anniversary date33.34%

Notwithstanding the foregoing or anything in this Agreement to the contrary, if the Committee determines that (i) there has been a Change in Control (as such term is defined in the Plan), and (ii) within 12 months following the Change in Control the Grantee experiences either a material reduction in base compensation of at least 10%, or loss of employment other than for Cause, the Restriction Period ends with respect to such shares of restricted Common Stock as of the date such reduction in base compensation or loss of employment becomes effective. At such time, all Common Stock shall become fully vested and transferable.

4. Forfeiture. Notwithstanding any other provision of this Agreement, Grantee hereby agrees that if his or her employment with the Corporation or a Subsidiary is terminated for any reason, voluntarily or

involuntarily, whether by retirement, resignation or dismissal for cause or otherwise, and such termination is prior to the end of the Restriction Period applicable to any shares of the restricted Common Stock, the Grantee's ownership and all related rights with respect to all shares of Common Stock for which the Restriction Period has not ended as of the date that the termination of employment occurs will be forfeited automatically as of the date that such termination of employment occurs, and the Corporation automatically will become the sole owner of such shares as of such date.

Notwithstanding the foregoing, upon the termination of Grantee's employment with the Corporation as a result of Grantee's death or disability, as determined by the Committee, the Restriction Period shall lapse as to all shares of restricted Common Stock, and all Common Stock shall become fully vested and transferable.

A transfer of the Grantee's employment between Subsidiaries or between any Subsidiary and the Corporation will not be considered a termination of employment for purposes of this Agreement. Notwithstanding the foregoing, a Grantee's employment will be considered terminated for purposes of this Agreement as of the date that the Grantee's employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Grantee's employment is transferred to the Corporation or to a remaining Subsidiary.

5. Clawback Provision.

The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy as may be amended from time to time.

6. Issuance of Stock Awards.

(a) Upon award of the restricted Common Stock to the Grantee shares of restricted Common Stock shall be evidenced by a book entry registration by the Corporation for the benefit of the Grantee. Each such registration will be held by the Corporation or its agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

(b) With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Grantee or the Grantee's designee, or in the event of such Grantee's death subsequent to expiration of the Restriction Period, to the Grantee's legal representative, heir or legatee.

(c) By accepting shares of restricted Common Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.

7. Shareholder's Rights. Subject to the terms of this Agreement, during the Restriction Period:

(a) The Grantee will have, with respect to the restricted Common Stock, the right to vote all shares of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2 and to the forfeiture provisions in Section 4 and (if applicable) the holding requirements in Section 6 of this Agreement.

(b) The Grantee shall not be paid any dividends with respect to the restricted Common Stock until each Restricted Period ends. At the time of vesting, the Grantee shall receive a cash payment equal to the aggregate dividends (without interest) that the Grantee would have received if the Grantee had owned all the shares in which the Grantee had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. By way of example, when the Restricted Period ends for Group B awards, Grantee will be entitled to two years of accumulated dividends from the date of grant to the 2nd anniversary date. No dividends shall be paid to the Grantee with respect to any shares of restricted Common Stock that are forfeited by the Grantee.

8. Regulatory Compliance. The issue of shares of restricted Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

9. Withholding Tax. The Grantee agrees that, in the event that the award and receipt of the restricted Common Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the restricted Common Stock or any other compensation payable to the Grantee). In addition, the Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any such tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Grantee. Alternatively, if the Grantee makes a proper Code Section 83(b) election, the Grantee must notify the Corporation in accordance with the requirements of Code Section 83(b) and promptly pay the Corporation the applicable federal, state and local withholding taxes due with respect to the shares of restricted Common Stock subject to the election.

10. Investment Representation. The Grantee represents and agrees that if he or she is awarded and receives the restricted Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

11. Federal Income Tax Election. The Grantee hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event.

12. Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:

(a) there automatically will be substituted for each share of restricted Common Stock for which the Restriction Period has not ended granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

(b) the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole number.

13. Non‑solicitation and Non-disclosure of Confidential Information.

(a) Non‑solicitation of Clients. During the Grantee's employment with the Corporation or any Affiliated Companies (as defined below) and for a period of one year after Grantee is no longer employed by any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Corporation or any Affiliated Companies):

(i) Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;

(ii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or

(iii) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client.

(b) Non‑solicitation of Employees; No Hire. During the Grantee's employment with the Corporation or any Affiliated Companies and for a period of one year after Grantee is no longer employed by the Corporation or any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company):

(i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, any Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or

(ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of any Company or Affiliated Company.

(c) Non-disclosure of Confidential Information.

(i) During Grantee's employment with Corporation or any Affiliated Company and after the termination of such employment for any reason, Grantee shall not, without the prior written consent of the General Counsel of Corporation (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than Corporation or an Affiliated Company, their employees, and those designated by Corporation or an Affiliated Company, or use any Confidential Information except for the benefit of Corporation or an Affiliated Company. Upon service to Grantee of any subpoena, court order or other legal process requiring Grantee to disclose Confidential Information, Grantee shall immediately provide written notice to Corporation of such service and the content of any Confidential Information to be disclosed.

(ii) Immediately upon the termination of Grantee's employment with Corporation or an Affiliated Company for any reason, Grantee shall return to Corporation or the applicable Affiliated Company all Confidential Information in Grantee's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form.

(d) Defined Terms. Unless otherwise defined in this Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Agreement, the following terms shall have the meaning set forth below:

(i) "Affiliated Companies" shall mean the Corporation, all of its subsidiaries, and any other entities controlled by, controlling, or under common control with the Corporation, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 12(a) and 12(b), Affiliated Companies shall be limited to the Corporation and it subsidiaries as of immediately prior to the consummation of such Change in Control.

(ii) “Client” shall mean the customers or clients of the Corporation or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of the Corporation or any Affiliated Company during Grantee’s employment by the Corporation or any Affiliated Company, or which were prospective customers of the Corporation or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from the Corporation or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of the Corporation or any Affiliated Company if the Grantee or any other the Corporation or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity.

(iii) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to any Affiliated Company, including without limitation financial information, information relating to business operations, services, promotional practices, and relationships with customers, suppliers, employees, independent contractors, or other parties, and any information which any Affiliated Company is obligated to treat as confidential pursuant to any course of dealing or any agreement to which it is a party or otherwise bound, provided that Confidential Information shall not include information that is or becomes available to the general public and did not become so available through any breach of this Agreement by Grantee or Grantee's breach of a duty owed to the Corporation.

(iv) "Restricted Services" shall mean any commercial banking, savings banking, mortgage lending, or any similar lending or banking services.

(v) "Restricted Territory" shall mean anywhere in the geographic area consisting of any county in which any of the Affiliated Companies operate banking offices at any time during the Grantee's employment with the Corporation or any Affiliated Companies.

(vi) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Grantee is associated or other communications in any media not targeted specifically at any specific individual described in Section 12(a) or 12(b).

(e) Enforcement; Remedies; Blue Pencil. Grantee acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 13 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 13 are fundamental and essential for the protection of the Corporation's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than the Corporation) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Grantee; and (iv) in the event of any violation by Grantee of any of such provisions, the Corporation and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 13 by Grantee, the Corporation and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 6. If any of the covenants set forth in this Section 13 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby.

14. Employment Claims. In return for the benefits that Grantee may receive under this Agreement and for continued employment, Grantee agrees not to commence any action or suit related to Grantee's employment by the Corporation or an Affiliated Company:

(a) More than six months after the termination of Grantee's employment, if the action or suit is related to the termination of Grantee's employment; or

(b) More than six months after the event or occurrence on which Grantee's claim is based, if the action or suit is based on an event or occurrence other than the termination of Grantee's employment.

Grantee agrees to waive any statute of limitations that is contrary to this paragraph.

15. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation.

16. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

17. Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

18. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.

19. No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any subsidiary of the Corporation or adversely affect the right of the Corporation or any subsidiary of the Corporation to terminate the Grantee's employment with or without Cause at any time.

20. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

21. Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

22. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Grantee is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Grantee (a "non-solicitation agreement"). Any non-solicitation agreement that Grantee is subject to shall remain in full force and effect as written without impact from this Agreement.

23. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By: ______________________________________

Claude E. Davis

Title: Chief Executive Officer

<Enter Employee Name>

By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement.

2017 Restricted Stock Award (Amended and Restated 2012 Stock Plan)

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation

Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends

upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the

participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the

Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

EX-10.4

EXHIBIT 10.4

AGREEMENT FOR RESTRICTED STOCK AWARD

This Agreement for Restricted Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP, an Ohio corporation (the "Corporation"), and <Participant Name> (the "Grantee") who, as of <Enter Grant Date> which is the date of this Agreement, is an employee of the Corporation or a Subsidiary (as defined below).

WHEREAS, the Corporation established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award to the Grantee upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Restricted Stock. The Corporation hereby awards to Grantee as of the date of this Agreement <Enter Number of Shares Granted> shares of restricted Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered.

2. Restrictions on Transfer. The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby.

3. Restriction Period. The Restriction Period as used in this Agreement shall mean the period that begins as of the date of this Agreement and ends with respect to the restricted Common Stock granted under this Agreement as of the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below in the Vesting Schedule. The ending of the Restriction Period also may be referred to in this Agreement as the vesting of the restricted Common Stock or as when the Common Stock vests.

Vesting Schedule

Shares of Common Stock

Anniversary DateFirst Eligible to Vest on

Groupof this AgreementIndicated Anniversary Date

A1st anniversary date33.33%

B2nd anniversary date33.33%

C3rd anniversary date33.34%

Notwithstanding the foregoing or anything in this Agreement to the contrary, if the Committee determines that (i) there has been a Change in Control (as such term is defined in the Plan), and (ii) within 12 months following the Change in Control the Grantee experiences either a material reduction in base compensation of at least 10%, or loss of employment other than for Cause, the Restriction Period ends with respect to such shares of restricted Common Stock as of the date such reduction in base compensation or loss of employment becomes effective. At such time, all Common Stock shall become fully vested and transferable.

4. Forfeiture. Notwithstanding any other provision of this Agreement, Grantee hereby agrees that if his or her employment with the Corporation or a Subsidiary is terminated for any reason, voluntarily or involuntarily, whether by retirement, resignation or dismissal for cause or otherwise, and such termination is prior to the end of the Restriction Period applicable to any shares of the restricted Common Stock, the Grantee's ownership and all related rights with respect to all shares of Common Stock for which the Restriction Period has not ended as of the date that the termination of employment occurs will be forfeited automatically as of the date that such termination of employment occurs, and the Corporation automatically will become the sole owner of such shares as of such date.

Notwithstanding the foregoing, upon the termination of Grantee's employment with the Corporation as a result of Grantee's death or disability, as determined by the Committee, the Restriction Period shall lapse as to all shares of restricted Common Stock, and all Common Stock shall become fully vested and transferable.

A transfer of the Grantee's employment between Subsidiaries or between any Subsidiary and the Corporation will not be considered a termination of employment for purposes of this Agreement. Notwithstanding the foregoing, a Grantee's employment will be considered terminated for purposes of this Agreement as of the date that the Grantee's employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Grantee's employment is transferred to the Corporation or to a remaining Subsidiary.

5. Clawback Provision.

The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy as may be amended from time to time.

6. Issuance of Stock Awards.

(a) Upon award of the restricted Common Stock to the Grantee shares of restricted Common Stock shall be evidenced by a book entry registration by the Corporation for the benefit of the Grantee. Each such registration will be held by the Corporation or its agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

(b) With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Grantee or the Grantee's designee, or in the event of such Grantee's death subsequent to expiration of the Restriction Period, to the Grantee's legal representative, heir or legatee.

(c) By accepting shares of restricted Common Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.

7. Shareholder's Rights. Subject to the terms of this Agreement, during the Restriction Period:

(a) The Grantee will have, with respect to the restricted Common Stock, the right to vote all shares of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2 and to the forfeiture provisions in Section 4 and (if applicable) the holding requirements in Section 6 of this Agreement.

(b) The Grantee shall not be paid any dividends with respect to the restricted Common Stock until each Restricted Period ends. At the time of vesting, the Grantee shall receive a cash payment equal to the aggregate dividends (without interest) that the Grantee would have received if the Grantee had owned all the shares in which the Grantee had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. By way of example, when the Restricted Period ends for Group B awards, Grantee will be entitled to two years of accumulated dividends from the date of grant to the 2nd anniversary date. No dividends shall be paid to the Grantee with respect to any shares of restricted Common Stock that are forfeited by the Grantee.

8. Regulatory Compliance. The issue of shares of restricted Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

9. Withholding Tax. The Grantee agrees that, in the event that the award and receipt of the restricted Common Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the restricted Common Stock or any other compensation payable to the Grantee). In addition, the Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any such tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Grantee. Alternatively, if the Grantee makes a proper Code Section 83(b) election, the Grantee must notify the Corporation in accordance with the requirements of Code Section 83(b) and promptly pay the Corporation the applicable federal, state and local withholding taxes due with respect to the shares of restricted Common Stock subject to the election.

10. Investment Representation. The Grantee represents and agrees that if he or she is awarded and receives the restricted Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

11. Federal Income Tax Election. The Grantee hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made, the taxable

event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event.

12. Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:

(a) there automatically will be substituted for each share of restricted Common Stock for which the Restriction Period has not ended granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

(b) the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole number.

13. Non‑solicitation and Non-disclosure of Confidential Information.

(a) Non‑solicitation of Clients. During the Grantee's employment with the Corporation or any Affiliated Companies (as defined below) and for a period of two years after Grantee is no longer employed by any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Corporation or any Affiliated Companies):

(i) Contact or attempt to contact any Applicant, Borrower, or Referral Partner of the Corporation or an Affiliated Company that the Grantee has had contact with or solicited in the last two (2) years of the Grantee’s employment for the purpose of disparaging the Corporation or an Affiliated Company, inducing or attempting to induce the Applicant, Borrower, or Referral Partner to terminate his/her business relationship with the Corporation or an Affiliated Company or soliciting the Applicant, Borrower, or Referral Partner to obtain financing other than with the Corporation or an Affiliated Company;

(ii) Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;

(iii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or

(iv) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client.

(b) Non‑solicitation of Employees; No Hire. During the Grantee's employment with the Corporation or any Affiliated Company and for a period of one year after Grantee is no longer employed by the Corporation or any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company):

(i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, any Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or

(ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of any Company or Affiliated Company.

(iii) During the Grantee’s employment with the Corporation or any Affiliated Company and for a period of one year after Grantee is no longer employed by the Corporation or any Affiliated Companies, be employed by a Competitive Entity in the same capacity as the capacity the Grantee was employed with by the Corporation or provide the same services to a Competitive Entity as those the Grantee provided in the previous year of employment with the Corporation in the Restricted Territory.

(c) Non-disclosure of Confidential Information.

(i) During Grantee's employment with Corporation or any Affiliated Company and after the termination of such employment for any reason, Grantee shall not, without the prior written consent of the General Counsel of Corporation (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than Corporation or an Affiliated Company, their employees, and those designated by Corporation or an Affiliated Company, or use any Confidential Information except for the benefit of Corporation or an Affiliated Company. Upon service to Grantee of any subpoena, court order or other legal process requiring Grantee to disclose Confidential Information, Grantee shall immediately provide written notice to Corporation of such service and the content of any Confidential Information to be disclosed.

(ii) Immediately upon the termination of Grantee's employment with Corporation or an Affiliated Company for any reason, Grantee shall return to Corporation or the applicable Affiliated Company all Confidential Information in Grantee's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form.

(d) Defined Terms. Unless otherwise defined in this Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Agreement, the following terms shall have the meaning set forth below:

(i) "Affiliated Companies" shall mean the Corporation, all of its subsidiaries, and any other entities controlled by, controlling, or under common control with the Corporation, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 12(a) and 12(b), Affiliated Companies shall be limited to the Corporation and it subsidiaries as of immediately prior to the consummation of such Change in Control.

(ii) “Applicant” shall include any potential borrower who has executed a term sheet with the Corporation or an Affiliated Company during the period of two (2) years prior to the termination of employment.

(iii) “Borrower” shall include any borrower who has entered into a loan with the Corporation during the period of two (2) years prior to the termination of employment.

(iv) “Client” shall mean the customers or clients of the Company or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of the Company or any Affiliated Company during Grantee’s employment by the Company or any Affiliated Company, or which were prospective customers of the Company or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from the Company or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of the Company or any Affiliated Company if the Grantee or any other the Company or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity.

(v) “Competitive Entity” shall mean a corporation, partnership, proprietorship, firm, association or other business entity which competes with, or otherwise lends to (A) insurance professionals or provides capital including, but not limited to, purchasing of insurance commissions, to insurance professionals through leveraging insurance and annuity commission streams, (B) registered investment advisers, (C) automobile finance companies or automobile dealers, or (D) licensed professional practices, including, but not limited to, certified professional accounts, doctors, dentists or attorneys (each a “Lending Line”, collectively, the “Lending Lines”); provided, however, that if the Corporation or an Affiliated Company is no longer actively lending to a Lending Line, then this prohibition shall not apply to such Lending Line.

(vi) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to any Affiliated Company, including without limitation financial information, information relating to business operations, services, promotional practices, and relationships with customers, suppliers, employees, independent contractors, or other parties, and any information which any Affiliated Company is obligated to treat as confidential pursuant to any course of dealing or any agreement to which it is a party or otherwise bound, provided that Confidential Information shall not include information that is or becomes available to the general public and did not become so available through any breach of this Agreement by Grantee or Grantee's breach of a duty owed to the Corporation.

(vii) "Referral Partner" as used in this Agreement shall include any party with whom the Corporation has an active agreement as a referral source or who has referred a loan, which has funded to the Corporation during the period of two (2) years prior to the termination of employment.

(viii) "Restricted Territory" means, because of the nature of the business which is not dependent upon the physical location or presence of the Corporation or the Grantee, the broadest geographic region enforceable by law (excluding any location where this type of restriction is prohibited by law) is as follows: (A) the State of Indiana and any state in which the Corporation has originated any loans, sold any products, or provided any services by the Grantee during the one (1) year immediately preceding the Grantee’s termination of employment, whether voluntary or involuntary; and (B) each state, commonwealth, territory, province or other political subdivision located in North America in which the Corporation originated loans or provided banking services and to which Grantee provided services during the one (1) year immediately preceding the Grantee’s termination of employment, whether voluntary or involuntary.

(ix) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided,

however, that the term "Solicit" shall not include general advertisements by an entity with which Grantee is associated or other communications in any media not targeted specifically at any specific individual described in Section 12(a) or 12(b).

(e) Enforcement; Remedies; Blue Pencil. Grantee acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 13 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 13 are fundamental and essential for the protection of the Corporation's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than the Corporation) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Grantee; and (iv) in the event of any violation by Grantee of any of such provisions, the Corporation and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 13 by Grantee, the Corporation and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 6. If any of the covenants set forth in this Section 13 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby.

14. Employment Claims. In return for the benefits that Grantee may receive under this Agreement and for continued employment, Grantee agrees not to commence any action or suit related to Grantee's employment by the Corporation or an Affiliated Company:

(a) More than six months after the termination of Grantee's employment, if the action or suit is related to the termination of Grantee's employment; or

(b) More than six months after the event or occurrence on which Grantee's claim is based, if the action or suit is based on an event or occurrence other than the termination of Grantee's employment.

Grantee agrees to waive any statute of limitations that is contrary to this paragraph.

15. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation.

16. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

17. Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal

representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

18. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.

19. No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any subsidiary of the Corporation or adversely affect the right of the Corporation or any subsidiary of the Corporation to terminate the Grantee's employment with or without Cause at any time.

20. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

21. Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

22. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Grantee is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Grantee (a "non-solicitation agreement"). Any non-solicitation agreement that Grantee is subject to shall remain in full force and effect as written without impact from this Agreement.

23. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By: ______________________________________

Claude E. Davis

Title: Chief Executive Officer

<Enter Employee Name>

By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement.

2017 Restricted Stock Award (Amended and Restated 2012 Stock Plan)

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities

Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation

Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends

upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

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Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

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Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the

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Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

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EX-10.5

EXHIBIT 10.5

AGREEMENT FOR RESTRICTED STOCK AWARD

This Agreement for Restricted Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP, an Ohio corporation (the "Corporation"), and <Participant Name> (the "Grantee") who, as of <Enter Grant Date> which is the date of this Agreement, is an employee of the Corporation or a Subsidiary (as defined below).

WHEREAS, the Corporation established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award to the Grantee upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Restricted Stock. The Corporation hereby awards to Grantee as of the date of this Agreement <Enter Number of Shares Granted> shares of restricted Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered.

2. Restrictions on Transfer. The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby.

3. Restriction Period. The Restriction Period as used in this Agreement shall mean the period that begins as of the date of this Agreement and ends with respect to the restricted Common Stock granted under this Agreement as of the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below in the Vesting Schedule. The ending of the Restriction Period also may be referred to in this Agreement as the vesting of the restricted Common Stock or as when the Common Stock vests.

Vesting Schedule

Shares of Common Stock

Anniversary DateFirst Eligible to Vest on

Groupof this AgreementIndicated Anniversary Date

A1st anniversary date33.33%

B2nd anniversary date33.33%

C3rd anniversary date33.34%

Notwithstanding the foregoing or anything in this Agreement to the contrary, if the Committee determines that (i) there has been a Change in Control (as such term is defined in the Plan), and (ii) within 12 months following the Change in Control the Grantee experiences either a material reduction in base compensation of at least 10%, or loss of employment other than for Cause, the Restriction Period ends with respect to such shares of restricted Common Stock as of the date such reduction in base compensation or loss of employment becomes effective. At such time, all Common Stock shall become fully vested and transferable.

4. Forfeiture. Notwithstanding any other provision of this Agreement, Grantee hereby agrees that if his or her employment with the Corporation or a Subsidiary is terminated for any reason, voluntarily or

involuntarily, whether by retirement, resignation or dismissal for cause or otherwise, and such termination is prior to the end of the Restriction Period applicable to any shares of the restricted Common Stock, the Grantee's ownership and all related rights with respect to all shares of Common Stock for which the Restriction Period has not ended as of the date that the termination of employment occurs will be forfeited automatically as of the date that such termination of employment occurs, and the Corporation automatically will become the sole owner of such shares as of such date.

Notwithstanding the foregoing, upon the termination of Grantee's employment with the Corporation as a result of Grantee's death or disability, as determined by the Committee, the Restriction Period shall lapse as to all shares of restricted Common Stock, and all Common Stock shall become fully vested and transferable.

A transfer of the Grantee's employment between Subsidiaries or between any Subsidiary and the Corporation will not be considered a termination of employment for purposes of this Agreement. Notwithstanding the foregoing, a Grantee's employment will be considered terminated for purposes of this Agreement as of the date that the Grantee's employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Grantee's employment is transferred to the Corporation or to a remaining Subsidiary.

5. Clawback Provision.

The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy as may be amended from time to time.

6. Issuance of Stock Awards.

(a) Upon award of the restricted Common Stock to the Grantee shares of restricted Common Stock shall be evidenced by a book entry registration by the Corporation for the benefit of the Grantee. Each such registration will be held by the Corporation or its agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

(b) With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Grantee or the Grantee's designee, or in the event of such Grantee's death subsequent to expiration of the Restriction Period, to the Grantee's legal representative, heir or legatee.

(c) By accepting shares of restricted Common Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.

7. Shareholder's Rights. Subject to the terms of this Agreement, during the Restriction Period:

(a) The Grantee will have, with respect to the restricted Common Stock, the right to vote all shares of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2 and to the forfeiture provisions in Section 4 and (if applicable) the holding requirements in Section 6 of this Agreement.

(b) The Grantee shall not be paid any dividends with respect to the restricted Common Stock until each Restricted Period ends. At the time of vesting, the Grantee shall receive a cash payment equal to the aggregate dividends (without interest) that the Grantee would have received if the Grantee had owned all the shares in which the Grantee had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. By way of example, when the Restricted Period ends for Group B awards, Grantee will be entitled to two years of accumulated dividends from the date of grant to the 2nd anniversary date. No dividends shall be paid to the Grantee with respect to any shares of restricted Common Stock that are forfeited by the Grantee.

8. Regulatory Compliance. The issue of shares of restricted Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

9. Withholding Tax. The Grantee agrees that, in the event that the award and receipt of the restricted Common Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the restricted Common Stock or any other compensation payable to the Grantee). In addition, the Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any such tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Grantee. Alternatively, if the Grantee makes a proper Code Section 83(b) election, the Grantee must notify the Corporation in accordance with the requirements of Code Section 83(b) and promptly pay the Corporation the applicable federal, state and local withholding taxes due with respect to the shares of restricted Common Stock subject to the election.

10. Investment Representation. The Grantee represents and agrees that if he or she is awarded and receives the restricted Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

11. Federal Income Tax Election. The Grantee hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event.

12. Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:

(a) there automatically will be substituted for each share of restricted Common Stock for which the Restriction Period has not ended granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

(b) the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole number.

13. Non‑solicitation and Non-disclosure of Confidential Information.

(a) Non‑solicitation of Clients. During the Grantee's employment with the Corporation or any Affiliated Companies (as defined below) and for a period of one year after Grantee is no longer employed by any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Corporation or any Affiliated Companies):

(i) Solicit (as defined below) any person or entity located anywhere in the geographic area consisting of the states of the United States in which the Corporation or any Affiliated Companies originate franchise loans at any time during Grantee’s employment with the Corporation or any Affiliated Companies;

(ii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or

(iii) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client.

(b) Non‑solicitation of Employees; No Hire. During the Grantee's employment with the Corporation or any Affiliated Companies and for a period of one year after Grantee is no longer employed by the Corporation or any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company):

(i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, any Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or

(ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of any Company or Affiliated Company.

(c) Non-disclosure of Confidential Information.

(i) During Grantee's employment with Corporation or any Affiliated Company and after the termination of such employment for any reason, Grantee shall not, without the prior written consent of the General Counsel of Corporation (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than Corporation or an Affiliated Company, their employees, and those designated by Corporation or an Affiliated Company, or use any Confidential Information except for the benefit of Corporation or an Affiliated Company. Upon service to Grantee of any subpoena, court order or other legal process requiring Grantee to disclose Confidential Information, Grantee shall immediately provide written notice to Corporation of such service and the content of any Confidential Information to be disclosed.

(ii) Immediately upon the termination of Grantee's employment with Corporation or an Affiliated Company for any reason, Grantee shall return to Corporation or the applicable Affiliated Company all Confidential Information in Grantee's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form.

(d) Defined Terms. Unless otherwise defined in this Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Agreement, the following terms shall have the meaning set forth below:

(i) "Affiliated Companies" shall mean the Corporation, all of its subsidiaries, and any other entities controlled by, controlling, or under common control with the Corporation, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 12(a) and 12(b), Affiliated Companies shall be limited to the Corporation and it subsidiaries as of immediately prior to the consummation of such Change in Control.

(ii) “Client” shall mean the customers or clients of the Company or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of the Company or any Affiliated Company during Grantee’s employment by the Company or any Affiliated Company, or which were prospective customers of the Company or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from the Company or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of the Company or any Affiliated Company if the Grantee or any other the Company or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity.

(iii) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to any Affiliated Company, including without limitation financial information, information relating to business operations, services, promotional practices, and relationships with customers, suppliers, employees, independent contractors, or other parties, and any information which any Affiliated Company is obligated to treat as confidential pursuant to any course of dealing or any agreement to which it is a party or otherwise bound, provided that Confidential Information shall not include information that is or becomes available to the general public and did not become so available through any breach of this Agreement by Grantee or Grantee's breach of a duty owed to the Corporation.

(iv) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Grantee is associated or other communications in any media not targeted specifically at any specific individual described in Section 12(a) or 12(b).

(e) Enforcement; Remedies; Blue Pencil. Grantee acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 13 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 13 are fundamental and essential for the protection of the Corporation's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than the Corporation) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Grantee; and (iv) in the event of any violation by Grantee of any of such provisions, the Corporation and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 13 by Grantee, the Corporation and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 6. If any of the covenants set forth in this Section 13 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby.

14. Employment Claims. In return for the benefits that Grantee may receive under this Agreement and for continued employment, Grantee agrees not to commence any action or suit related to Grantee's employment by the Corporation or an Affiliated Company:

(a) More than six months after the termination of Grantee's employment, if the action or suit is related to the termination of Grantee's employment; or

(b) More than six months after the event or occurrence on which Grantee's claim is based, if the action or suit is based on an event or occurrence other than the termination of Grantee's employment.

Grantee agrees to waive any statute of limitations that is contrary to this paragraph.

15. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation.

16. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

17. Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

18. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.

19. No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any subsidiary of the Corporation or adversely affect the right of the Corporation or any subsidiary of the Corporation to terminate the Grantee's employment with or without Cause at any time.

20. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

21. Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

22. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Grantee is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Grantee (a "non-solicitation agreement"). Any non-solicitation agreement that Grantee is subject to shall remain in full force and effect as written without impact from this Agreement.

23. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By: _______________________________________

Claude E. Davis

Title: Chief Executive Officer

<Enter Employee Name>

By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement.

2017 Restricted Stock Award (Amended and Restated 2012 Stock Plan)

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of the General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation

Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends

upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

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Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

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Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the

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Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

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EX-10.6

EXHIBIT 10.6

AGREEMENT FOR PERFORMANCE STOCK AWARD

This Agreement for Performance Stock Award (the "Stock Agreement") is between FIRST FINANCIAL BANCORP., an Ohio corporation ("First Financial"), and <Participant Name> (the "Participant") who, as of<Enter Grant Date> which is the date of this Stock Agreement (the "Grant Date"), is an employee of First Financial or a Subsidiary.

WHEREAS, First Financial established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of First Financial designated in the Plan (the "Committee") approved the execution of this Stock Agreement containing the Performance Stock Award to the Participant upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Performance Stock. First Financial hereby issues to Participant as of the Grant Date an Award equal to <Enter Number of Shares Granted>shares of restricted Stock of First Financial ("Stock"), without par value, in consideration of services to be rendered and subject to achievement of certain performance goals as set forth herein.

2. Restrictions on Transfer. The shares of restricted Stock so received by the Participant pursuant to this Award and any additional shares attributable thereto received by the Participant as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period, except as permitted hereby.

3. Performance Period. The Performance Period as used in this Stock Agreement shall mean the three year period that begins on January 1, 20XX and ends on December 31, 20XX.

4. Vesting Date. Unless otherwise provided in this Stock Agreement, the Vesting Date shall be <Enter Vest Date>, provided certain metrics, as set forth in Schedule 4 are met.Notwithstanding the foregoing or anything in this Stock Agreement to the contrary, if the Committee determines that during the Performance Period and prior to the Vesting Date, (a) there has been a Change in Control (as determined by the Committee in accordance with the terms of the Plan), and (b) within 12 months following the Change in Control the Participant experiences either a material reduction in base compensation of at least 10%, or loss of employment other than for Cause, the following vesting procedures shall apply to the Award:

a. The Performance Period shall end with respect to such unvested shares of restricted Stock, effective as of the date of such material reduction in base compensation or loss of employment and the Committee shall determine the extent to which (if any) Performance Level has been achieved for the Performance Period based upon audited or unaudited financial information available;

b. If the Committee is unable to determine which (if any) Performance Level has been achieved, the Target Performance Level will be assumed to have been achieved. In no event shall the Participant become entitled to a Vesting Percentage greater than the Vesting Percentage applicable to the Target Performance Level where the Committee has not determined the actual Performance Level achieved; and

c. The Award will become vested on a pro-rated basis, based on each completed day of the Performance Period prior to the reduction in base compensation or loss of employment based upon the Committee's determination of the degree of attainment of a Performance Level. The

forfeiture provisions otherwise applicable to the Award shall lapse with respect to the pro-rated Award as of the date determined by the Committee, but in no event later than the Vesting Date.

Schedule 4

Performance Goal. The number of shares of restricted Stock earned during a Performance Period will be dependent upon the relative cumulative total shareholder return ("TSR") and average annual return on assets ("ROA") achieved by First Financial during the Performance Period compared to KBW Regional Bank Index peers ("Peer Group"). For purposes of this Stock Agreement:

"TSR" means the Bloomberg-calculated change in market value of stock, plus reinvested dividends, during the Performance Period.

"ROA" means the average of the SNL-calculated annual net income divided by total assets.

Performance Level. Shares of restricted Stock will vest only if the Threshold Performance Level is achieved during the Performance Period: (i) TSR and ROA greater than or equal to the 25th percentile of the Peer Group and (ii) earnings per share are above $0. Both TSR and ROA contribute individually and equally to the payout such that performance below the 25th percentile on one measure individually does not prevent the second measure from generating payment for performance achieved at or above the 25th percentile. Notwithstanding any provision contained in this Agreement, earnings per share must be greater than $0 in order for any portion of the restricted Stock to vest.

Vesting Percentage. The approach to applying the performance multiplier will be as follows:

The amount of the Award earned will be determined by multiplying the Award by the appropriate Vesting Percentage (below) that corresponds to the applicable Performance Level achieved during the Performance Period. The Vesting Percentage for a Performance Level between the points listed below will be determined using linear interpolation.

Performance Level	Relative TSR and ROA (Equally weighted)	Vesting Percentage
	< 25th Percentile	0%
Threshold	25th Percentile	50%
	30th Percentile	57.14%
	40th Percentile	71.43%
	50th Percentile	85.71%
Target	= 60th Percentile	100%
Maximum	> 75th Percentile	120%

Certification of Award and Vesting. The Committee shall certify in writing its determination and approval that the applicable performance goal or goals have been satisfied and the applicable Performance Level achieved. Those shares of restricted Stock that vest upon achievement of the

applicable performance goals as determined by the Committee will become vested on the Vesting Date. The portion of the Award that does not otherwise vest in accordance with this Schedule 4 will be forfeited and all related rights with respect to all unvested shares of restricted Stock that are subject to the Award shall be forfeited by the Participant as of the Vesting Date.

5. Forfeiture. Notwithstanding any other provision of this Stock Agreement, Participant hereby agrees that if his or her employment with First Financial or a Subsidiary is terminated for any reason, voluntarily or involuntarily (other than due to retirement, death, or disability), whether by resignation or dismissal for Cause or otherwise, during the Performance Period, the Award shall be forfeited and all related rights with respect to all shares of Stock that are subject to the Award shall be forfeited automatically as of the date of such termination of employment.

Notwithstanding the foregoing, in the event the Participant's employment terminates as a result of a retirement, death, or disability (as such terms are defined in First Financial’s applicable employee benefit plans) ("Early Termination"), the Committee shall:

a. At the end of the Performance Period, certify in writing the extent to which the performance goals for the Performance Period have been met and the applicable Vesting Percentage of the Award based on actual achievement of such performance goals; and

b. Pro-rate the Award based on each completed month of service by the Participant during the portion of the Performance Period prior to the Early Termination. The forfeiture provisions in Section 4 with respect to the pro-rated Award shall lapse on the Vesting Date.

A transfer of the Participant's employment between Subsidiaries or between any Subsidiary and First Financial will not be considered a termination of employment for purposes of this Stock Agreement. Notwithstanding the foregoing, a Participant's employment will be considered terminated for purposes of this Stock Agreement as of the date that the Participant's employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Participant's employment is transferred to First Financial or to a remaining Subsidiary.

Notwithstanding the forgoing, if Participant incurs an involuntary termination of employment (or is deemed to incur a termination of employment under the preceding paragraph) during the Performance Period solely as a result of a Change in Control of First Financial, the Participant shall continue to be treated as employed by First Financial for purposes of determining the amount of the Award which vests under Section 4 (above) in connection with a Change in Control.

6. Clawback Provision. The shares of restricted Stock so received by the Participant and any additional shares attributable thereto received by the Participant as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any First Financial clawback policy as may be amended from time to time.

7. Issuance of Stock Awards.

a. Upon award of the restricted Stock to the Participant, shares of restricted Stock shall be evidenced by a book entry registration by First Financial for the benefit of the Participant. Each such registration will be held by First Financial or its agent. Any restricted Stock of First Financial resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by First Financial or its agent. All such Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

b. Subject to Section 7(c) and (d) below, with regard to any shares of restricted Stock which cease to be subject to restrictions pursuant to Section 2, First Financial will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Stock for such shares free of all restrictions set forth in the Plan and this Stock Agreement to the Participant or the Participant's designee, or in the event of such Participant's death subsequent to expiration of the Performance Period, to the Participant's legal representative, heir or legatee.

c. By accepting shares of restricted Stock, the Participant agrees not to sell shares at a time when applicable laws or First Financial's rules prohibit a sale. This restriction shall apply as long as the

Participant is an employee, consultant or director of First Financial or a Subsidiary. The Participant agrees, if requested by First Financial, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by First Financial, the Participant must deliver to First Financial a written statement satisfactory to First Financial to that effect.

d. The Stock subject to this Award (including Stock that becomes vested in accordance with the terms of the Award) shall be subject to any applicable stock retention policies for the Chief Executive Officer and/or Named Executive Officers as those policies may be amended from time to time.

8. Shareholder's Rights. Subject to the terms of this Stock Agreement, during the Performance Period:

a. The Participant will have, with respect to the restricted Stock, the right to vote all shares of the restricted Stock received under or as a result of this Stock Agreement, including shares which are subject to the restrictions on transfer in Section 2 and to the forfeiture provisions in Section 5 of this Stock Agreement.

b. The Participant shall not be paid any dividends with respect to the restricted Stock until after the end of each respective Performance Period and the expiration of each respective Vesting Date. After the Vesting Date, the Participant shall receive a cash payment (without interest) based on the dividends that would have been payable to the Participant, but for the restrictions set forth in this Agreement, after the Grant Date on the restricted Stock subject to the Award multiplied by the actual Vesting Percentage achieved with respect to the Award under Section 4. By way of example, when the Performance Period ends if the Committee determines that the Performance Level results in a Vesting Percentage of 110% of the Award, Participant will be entitled to three years of accumulated dividends from the date of grant to the 3^rd anniversary date on 110% of the original restricted Stock awarded. No dividends shall be paid to the Participant with respect to any shares of restricted Stock that are forfeited by the Participant or not earned.

c. Any dividends that become payable in accordance with this Section 8 with respect to an Award shall be paid on or after the Vesting Date, but in no event later than March 15th of the calendar year following the calendar year in which the Vesting Date occurs.

9. Regulatory Compliance. The issue of shares of restricted Stock and Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Stock may be traded, as set forth in the Plan. Furthermore, First Financial shall have the right to refuse to issue or transfer any shares under this Stock Agreement if First Financial, acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.

10. Withholding Tax. The Participant agrees that, in the event that the award and receipt of the restricted Stock or the expiration of restrictions thereon results in the Participant's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for First Financial, subject to withholding of tax at source by the Participant's employer, the Participant will pay to such Participant's employer an amount equal to such withholding tax or make arrangements satisfactory to First Financial regarding the payment of such tax (or such employer on behalf of First Financial may withhold such amount from Participant's salary or from dividends paid by First Financial on shares of the restricted Stock or any other compensation payable to the Participant). In addition, First Financial shall have the right to retain or sell without notice sufficient Stock to cover the amount of any such tax required to be withheld with respect to such Stock being issued or vested, remitting any balance to the Participant. Alternatively, if the Participant makes a proper Code Section 83(b) election, the Participant must notify First Financial in accordance with the requirements of Code Section 83(b) and promptly pay First Financial the applicable federal, state and local withholding taxes due with respect to the shares of restricted Stock subject to the election.

11. Investment Representation. The Participant represents and agrees that if he or she is awarded and receives the restricted Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (a) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (b) that upon such award and receipt, he or she will furnish to First Financial an investment letter in form and substance satisfactory to First Financial, (c) prior to selling or offering for sale any such shares, he or she will furnish First Financial with an opinion of counsel satisfactory to First Financial to the effect that such sale may lawfully be made and will furnish First Financial with such certificates as to factual matters as First Financial may reasonably request, and (d) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

12. Federal Income Tax Election. The Participant hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (a) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (b) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Performance Period and the tax will be measured by the fair market value of the restricted Stock on the date of the taxable event.

13. Adjustments. Except as otherwise provided in this Stock Agreement, if, after the date of this Stock Agreement, the Stock of First Financial is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of First Financial, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of First Financial or of another First Financial, then:

a. there automatically will be substituted for each share of restricted Stock for which the Performance Period has not ended granted under the Stock Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

b. First Financial will make such other adjustments to the securities subject to provisions of the Plan and this Stock Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Stock will always be a whole number.

14. Non‑solicitation and Non-disclosure of Confidential Information.

a. Non‑solicitation of Clients. During the Participant's employment with First Financial or any Affiliated Companies (as defined below) and for a period of one year after Participant is no longer employed by any Affiliated Companies, Participant shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for First Financial or any Affiliated Companies):

(i) Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;

(ii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or

(iii) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client.

b. Non‑solicitation of Employees; No Hire. During the Participant's employment with First Financial or any Affiliated Companies and for a period of one (1) year after Participant is no longer employed by First Financial or any Affiliated Companies, Participant shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company):

(i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, any Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or

(ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of First Financial or Affiliated Company.

a. Non-disclosure of Confidential Information.

(i) During Participant's employment with First Financial or any Affiliated Company and after the termination of such employment for any reason, Participant shall not, without the prior written consent of the General Counsel of First Financial (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than First Financial or an Affiliated Company, their employees, and those designated by First Financial or an Affiliated Company, or use any Confidential Information except for the benefit of First Financial or an Affiliated Company. Upon service to Participant of any subpoena, court order or other legal process requiring Participant to disclose Confidential Information, Participant shall immediately provide written notice to First Financial of such service and the content of any Confidential Information to be disclosed.

(ii) Immediately upon the termination of Participant's employment with First Financial or an Affiliated Company for any reason, Participant shall return to First Financial or the applicable Affiliated Company all Confidential Information in Participant's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form.

b. Defined Terms. Unless otherwise defined in this Stock Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Stock Agreement, the following terms shall have the meaning set forth below:

(i) "Affiliated Companies" shall mean First Financial, all of its direct or indirect subsidiaries, and any other entities controlled by, controlling, or under common control with First Financial, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 14(a) and 14(b), Affiliated Companies shall be limited to First Financial and its Subsidiaries as of immediately prior to the consummation of such Change in Control.

(ii) “Client” shall mean the customers or clients of First Financial or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of First Financial or any Affiliated Company during Grantee’s employment by First Financial or any Affiliated Company, or which were prospective customers of First Financial or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from First Financial or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of First Financial or any Affiliated Company if the Grantee or any other First

Financial or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity.

(iii) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to any Affiliated Company, including without limitation financial information, information relating to business operations, services, promotional practices, and relationships with customers, suppliers, employees, independent contractors, or other parties, and any information which any Affiliated Company is obligated to treat as confidential pursuant to any course of dealing or any agreement to which it is a party or otherwise bound, provided that Confidential Information shall not include information that is or becomes available to the general public and did not become so available through any breach of this Stock Agreement by Participant or Participant's breach of a duty owed to First Financial.

(iv) "Restricted Services" shall mean any commercial banking, savings banking, mortgage lending, or any similar lending or banking services.

(v) "Restricted Territory" shall mean anywhere in the geographic area consisting of any county in which any of the Affiliated Companies operate banking offices at any time during the Participant’s employment with First Financial or any Affiliated Companies.

(vi) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Participant is associated or other communications in any media not targeted specifically at any specific individual described in Section 14(a) or 14(b).

c. Enforcement; Remedies; Blue Pencil. Participant acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 14 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 14 are fundamental and essential for the protection of First Financial's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than First Financial) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Participant; and (iv) in the event of any violation by Participant of any of such provisions, First Financial and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 14 by Participant, First Financial and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 7. If any of the covenants set forth in this Section 14 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby.

15. Employment Claims. In return for the benefits that Participant may receive under this Stock Agreement and for continued employment, Participant agrees not to commence any action or suit related to Participant's employment by First Financial or an Affiliated Company:

a. More than six months after the termination of Participant's employment, if the action or suit is related to the termination of Participant's employment; or

b. More than six months after the event or occurrence on which Participant's claim is based, if the action or suit is based on an event or occurrence other than the termination of Participant's employment.

Participant agrees to waive any statute of limitations that is contrary to this Section 15.

16. Notices. Each notice relating to this Stock Agreement must be in writing and delivered in person or by registered mail to First Financial at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as First Financial has designated by notice. All notices to the Participant or other person or persons succeeding to his or her interest will be delivered to the Participant or such other person or persons at the Participant's address as specified in a notice filed with First Financial.

17. Determinations of First Financial Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Stock Agreement or the Plan will be determined by the Board of Directors of First Financial (or any successor corporation) or by the Committee, as determined by the Board of Directors of First Financial. The Participant hereby agrees to be bound by the terms of the Plan and accept any determination by the Board of Directors (or the Committee, as applicable) in administering the Plan and this Agreement as final, binding and conclusive for all purposes.

18. Successors. All rights under this Stock Agreement are personal to the Participant and are not transferable except that in the event of the Participant's death, such rights are transferable to the Participant's legal representatives, heirs or legatees. This Stock Agreement will inure to the benefit of and be binding upon First Financial and its successors and assigns.

19. Obligations of First Financial. The liability of First Financial under the Plan and this Stock Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Stock Agreement will be construed to impose any liability on First Financial in favor of the Participant with respect to any loss, cost or expense which the Participant may incur in connection with or arising out of any transaction in connection therewith.

20. No Employment Rights. Nothing in the Plan or this Stock Agreement or any related material shall give the Participant the right to continue in the employment of First Financial or any subsidiary of First Financial or adversely affect the right of First Financial or any subsidiary of First Financial to terminate the Participant's employment with or without cause at any time.

21. Governing Law. This Stock Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

22. Plan. The Plan will control if there is any conflict between the Plan and this Stock Agreement and on any matters that are not contained in this Stock Agreement. A copy of the Plan has been provided to the Participant and is incorporated by reference and made a part of this Stock Agreement. Capitalized terms used but not specifically defined in this Stock Agreement will have the definitions given to them in the Plan.

23. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by First Financial and/or any of its Subsidiaries and the Participant relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Participant is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Participant (a "non-solicitation agreement"). Any non-solicitation agreement that Participant is subject to shall remain in full force and effect as written without impact from this Agreement.

24. Captions; Counterparts. The captions in this Stock Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Stock Agreement. This Stock Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Performance Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By:     ______________________________________

Claude E. Davis

Title:     Chief Executive Officer

<Enter Employee Name>

By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement    

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the

fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year

before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

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Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common

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Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First

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Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

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EX-10.7

XHIBIT 10.7

AGREEMENT FOR PERFORMANCE STOCK AWARD

This Agreement for Performance Stock Award (the "Stock Agreement") is between FIRST FINANCIAL BANCORP., an Ohio corporation ("First Financial"), and <Participant Name> (the "Participant") who, as of<Enter Grant Date> which is the date of this Stock Agreement (the "Grant Date"), is an employee of First Financial or a Subsidiary.

WHEREAS, First Financial established the Amended and Restated 2012 Stock Plan (the "Plan") and a Committee of the Board of Directors of First Financial designated in the Plan (the "Committee") approved the execution of this Stock Agreement containing the Performance Stock Award to the Participant upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Performance Stock. First Financial hereby issues to Participant as of the Grant Date an Award equal to <Enter Number of Shares Granted>shares of restricted Stock of First Financial ("Stock"), without par value, in consideration of services to be rendered and subject to achievement of certain performance goals as set forth herein.

2. Restrictions on Transfer. The shares of restricted Stock so received by the Participant pursuant to this Award and any additional shares attributable thereto received by the Participant as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period, except as permitted hereby.

3. Performance Period. The Performance Period as used in this Stock Agreement shall mean the three year period that begins on January 1, 20XX and ends on December 31, 20XX.

4. Vesting Date. Unless otherwise provided in this Stock Agreement, the Vesting Date shall be <Enter Vest Date>, provided certain metrics, as set forth in Schedule 4 are met.Notwithstanding the foregoing or anything in this Stock Agreement to the contrary, if the Committee determines that during the Performance Period and prior to the Vesting Date, (a) there has been a Change in Control (as determined by the Committee in accordance with the terms of the Plan), and (b) within 12 months following the Change in Control the Participant experiences either a material reduction in base compensation of at least 10%, or loss of employment other than for Cause, the following vesting procedures shall apply to the Award:

a. The Performance Period shall end with respect to such unvested shares of restricted Stock, effective as of the date of such material reduction in base compensation or loss of employment and the Committee shall determine the extent to which (if any) Performance Level has been achieved for the Performance Period based upon audited or unaudited financial information available;

b. If the Committee is unable to determine which (if any) Performance Level has been achieved, the Target Performance Level will be assumed to have been achieved. In no event shall the Participant become entitled to a Vesting Percentage greater than the Vesting Percentage applicable to the Target Performance Level where the Committee has not determined the actual Performance Level achieved; and

c. The Award will become vested on a pro-rated basis, based on each completed day of the Performance Period prior to the reduction in base compensation or loss of employment based upon the Committee's determination of the degree of attainment of a Performance Level. The forfeiture provisions otherwise applicable to the Award shall lapse with respect to the pro-rated Award as of the date determined by the Committee, but in no event later than the Vesting Date.

Schedule 4

Performance Goal. The number of shares of restricted Stock earned during a Performance Period will be dependent upon the relative cumulative total shareholder return ("TSR") and average annual return on assets ("ROA") achieved by First Financial during the Performance Period compared to KBW Regional Bank Index peers ("Peer Group"). For purposes of this Stock Agreement:

"TSR" means the Bloomberg-calculated change in market value of stock, plus reinvested dividends, during the Performance Period.

"ROA" means the average of the SNL-calculated annual net income divided by total assets.

Performance Level. Shares of restricted Stock will vest only if the Threshold Performance Level is achieved during the Performance Period: (i) TSR and ROA greater than or equal to the 25th percentile of the Peer Group and (ii) earnings per share are above $0. Both TSR and ROA contribute individually and equally to the payout such that performance below the 25th percentile on one measure individually does not prevent the second measure from generating payment for performance achieved at or above the 25th percentile. Notwithstanding any provision contained in this Agreement, earnings per share must be greater than $0 in order for any portion of the restricted Stock to vest.

Vesting Percentage. The approach to applying the performance multiplier will be as follows:

The amount of the Award earned will be determined by multiplying the Award by the appropriate Vesting Percentage (below) that corresponds to the applicable Performance Level achieved during the Performance Period. The Vesting Percentage for a Performance Level between the points listed below will be determined using linear interpolation.

Performance Level	Relative TSR and ROA (Equally weighted)	Vesting Percentage
	< 25th Percentile	0%
Threshold	25th Percentile	50%
	30th Percentile	57.14%
	40th Percentile	71.43%
	50th Percentile	85.71%
Target	= 60th Percentile	100%
Maximum	> 75th Percentile	120%

Certification of Award and Vesting. The Committee shall certify in writing its determination and approval that the applicable performance goal or goals have been satisfied and the applicable Performance Level achieved. Those shares of restricted Stock that vest upon achievement of the applicable performance goals as determined by the Committee will become vested on the Vesting Date. The portion of the Award that does not otherwise vest in accordance with this Schedule 4 will be forfeited and all related rights with respect to all unvested shares of restricted Stock that are subject to the Award shall be forfeited by the Participant as of the Vesting Date.

5. Forfeiture. Notwithstanding any other provision of this Stock Agreement, Participant hereby agrees that if his or her employment with First Financial or a Subsidiary is terminated for any reason, voluntarily or involuntarily (other than due to retirement, death, or disability), whether by resignation or dismissal for Cause or otherwise, during the Performance Period, the Award shall be forfeited and all related rights with respect to all shares of Stock that are subject to the Award shall be forfeited automatically as of the date of such termination of employment.

Notwithstanding the foregoing, in the event the Participant's employment terminates as a result of a retirement, death, or disability (as such terms are defined in First Financial’s applicable employee benefit plans) ("Early Termination"), the Committee shall:

a. At the end of the Performance Period, certify in writing the extent to which the performance goals for the Performance Period have been met and the applicable Vesting Percentage of the Award based on actual achievement of such performance goals; and

b. Pro-rate the Award based on each completed month of service by the Participant during the portion of the Performance Period prior to the Early Termination. The forfeiture provisions in Section 4 with respect to the pro-rated Award shall lapse on the Vesting Date.

A transfer of the Participant's employment between Subsidiaries or between any Subsidiary and First Financial will not be considered a termination of employment for purposes of this Stock Agreement. Notwithstanding the foregoing, a Participant's employment will be considered terminated for purposes of this Stock Agreement as of the date that the Participant's employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Participant's employment is transferred to First Financial or to a remaining Subsidiary.

Notwithstanding the forgoing, if Participant incurs an involuntary termination of employment (or is deemed to incur a termination of employment under the preceding paragraph) during the Performance Period solely as a result of a Change in Control of First Financial, the Participant shall continue to be treated as employed by First Financial for purposes of determining the amount of the Award which vests under Section 4 (above) in connection with a Change in Control.

6. Clawback Provision. The shares of restricted Stock so received by the Participant and any additional shares attributable thereto received by the Participant as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any First Financial clawback policy as may be amended from time to time.

7. Issuance of Stock Awards.

a. Upon award of the restricted Stock to the Participant, shares of restricted Stock shall be evidenced by a book entry registration by First Financial for the benefit of the Participant. Each such registration will be held by First Financial or its agent. Any restricted Stock of First Financial resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by First Financial or its agent. All such Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained.

b. Subject to Section 7(c) and (d) below, with regard to any shares of restricted Stock which cease to be subject to restrictions pursuant to Section 2, First Financial will, within sixty (60) days of the date such shares cease to be subject to restrictions, transfer Stock for such shares free of all restrictions set forth in the Plan and this Stock Agreement to the Participant or the Participant's designee, or in the event of such Participant's death subsequent to expiration of the Performance Period, to the Participant's legal representative, heir or legatee.

c. By accepting shares of restricted Stock, the Participant agrees not to sell shares at a time when applicable laws or First Financial's rules prohibit a sale. This restriction shall apply as long as the Participant is an employee, consultant or director of First Financial or a Subsidiary. The Participant agrees, if requested by First Financial, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by First Financial, the Participant must deliver to First Financial a written statement satisfactory to First Financial to that effect.

d. The Stock subject to this Award (including Stock that becomes vested in accordance with the terms of the Award) shall be subject to any applicable stock retention policies for the Chief Executive Officer and/or Named Executive Officers as those policies may be amended from time to time.

8. Shareholder's Rights. Subject to the terms of this Stock Agreement, during the Performance Period:

a. The Participant will have, with respect to the restricted Stock, the right to vote all shares of the restricted Stock received under or as a result of this Stock Agreement, including shares which are subject to the restrictions on transfer in Section 2 and to the forfeiture provisions in Section 5 of this Stock Agreement.

b. The Participant shall not be paid any dividends with respect to the restricted Stock until after the end of each respective Performance Period and the expiration of each respective Vesting Date. After the Vesting Date, the Participant shall receive a cash payment (without interest) based on the dividends that would have been payable to the Participant, but for the restrictions set forth in this Agreement, after the Grant Date on the restricted Stock subject to the Award multiplied by the actual Vesting Percentage achieved with respect to the Award under Section 4. By way of example, when the Performance Period ends if the Committee determines that the Performance Level results in a Vesting Percentage of 110% of the Award, Participant will be entitled to three years of accumulated dividends from the date of grant to the 3^rd anniversary date on 110% of the original restricted Stock awarded. No dividends shall be paid to the Participant with respect to any shares of restricted Stock that are forfeited by the Participant or not earned.

c. Any dividends that become payable in accordance with this Section 8 with respect to an Award shall be paid on or after the Vesting Date, but in no event later than March 15th of the calendar year following the calendar year in which the Vesting Date occurs.

9. Regulatory Compliance. The issue of shares of restricted Stock and Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Stock may be traded, as set forth in the Plan. Furthermore, First Financial shall have the right to refuse to issue or transfer any shares under this Stock Agreement if First Financial, acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.

10. Withholding Tax. The Participant agrees that, in the event that the award and receipt of the restricted Stock or the expiration of restrictions thereon results in the Participant's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for First

Financial, subject to withholding of tax at source by the Participant's employer, the Participant will pay to such Participant's employer an amount equal to such withholding tax or make arrangements satisfactory to First Financial regarding the payment of such tax (or such employer on behalf of First Financial may withhold such amount from Participant's salary or from dividends paid by First Financial on shares of the restricted Stock or any other compensation payable to the Participant). In addition, First Financial shall have the right to retain or sell without notice sufficient Stock to cover the amount of any such tax required to be withheld with respect to such Stock being issued or vested, remitting any balance to the Participant. Alternatively, if the Participant makes a proper Code Section 83(b) election, the Participant must notify First Financial in accordance with the requirements of Code Section 83(b) and promptly pay First Financial the applicable federal, state and local withholding taxes due with respect to the shares of restricted Stock subject to the election.

11. Investment Representation. The Participant represents and agrees that if he or she is awarded and receives the restricted Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (a) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (b) that upon such award and receipt, he or she will furnish to First Financial an investment letter in form and substance satisfactory to First Financial, (c) prior to selling or offering for sale any such shares, he or she will furnish First Financial with an opinion of counsel satisfactory to First Financial to the effect that such sale may lawfully be made and will furnish First Financial with such certificates as to factual matters as First Financial may reasonably request, and (d) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.

12. Federal Income Tax Election. The Participant hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (a) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (b) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Performance Period and the tax will be measured by the fair market value of the restricted Stock on the date of the taxable event.

13. Adjustments. Except as otherwise provided in this Stock Agreement, if, after the date of this Stock Agreement, the Stock of First Financial is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of First Financial, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of First Financial or of another First Financial, then:

a. there automatically will be substituted for each share of restricted Stock for which the Performance Period has not ended granted under the Stock Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and

b. First Financial will make such other adjustments to the securities subject to provisions of the Plan and this Stock Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Stock will always be a whole number.

14. Non‑solicitation and Non-disclosure of Confidential Information.

a. Non‑solicitation of Clients. During the Participant's employment with First Financial or any Affiliated Companies (as defined below) and for a period of one year after Participant is no longer employed by any Affiliated Companies, Participant shall not, directly or indirectly, whether

individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for First Financial or any Affiliated Companies):

(i) contact or attempt to contact any Applicant, Borrower, or Referral Partner of First Financial or an Affiliated Company that the Participant has had contact with or solicited in the last two (2) years of the Participant's employment for the purpose of disparaging First Financial or an Affiliated Company, inducing or attempting to induce the Applicant, Borrower, or Referral Partner to terminate his/her business relationship with First Financial or an Affiliated Company, or soliciting the Applicant, Borrower, or Referral Partner to obtain financing other than with First Financial or an Affiliated Company.

(ii) Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;

(iii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or

(iv) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client.

b. Non‑solicitation of Employees; No Hire. During the Participant's employment with First Financial or any Affiliated Companies and for a period of one (1) year after Participant is no longer employed by First Financial or any Affiliated Companies, Participant shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company):

(i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, any Affiliated Company, or otherwise interfere or attempt to interfere in any way with any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or

(ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of First Financial or Affiliated Company.

a. Non-Competition. During the Participant's employment with First Financial or any Affiliated Companies and for a period of one (1) year after Participant is no longer employed by First Financial or any Affiliated Companies, be employed by a Competitive Entity in the same capacity as the capacity the Participant was employed with by First Financial or provide the same services to a Competitive Entity as those the Participant provided in the previous year of employment with First Financial in the Restricted Territory.

b. Non-disclosure of Confidential Information.

(i) During Participant's employment with First Financial or any Affiliated Company and after the termination of such employment for any reason, Participant shall not, without the prior written consent of the General Counsel of First Financial (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than First Financial or an Affiliated

Company, their employees, and those designated by First Financial or an Affiliated Company, or use any Confidential Information except for the benefit of First Financial or an Affiliated Company. Upon service to Participant of any subpoena, court order or other legal process requiring Participant to disclose Confidential Information, Participant shall immediately provide written notice to First Financial of such service and the content of any Confidential Information to be disclosed.

(ii) Immediately upon the termination of Participant's employment with First Financial or an Affiliated Company for any reason, Participant shall return to First Financial or the applicable Affiliated Company all Confidential Information in Participant's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form.

c. Defined Terms. Unless otherwise defined in this Stock Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Stock Agreement, the following terms shall have the meaning set forth below:

(i) "Affiliated Companies" shall mean First Financial, all of its direct or indirect subsidiaries, and any other entities controlled by, controlling, or under common control with First Financial, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 14(a) and 14(b), Affiliated Companies shall be limited to First Financial and its Subsidiaries as of immediately prior to the consummation of such Change in Control.

(ii) "Applicant" shall include any potential borrower who has executed a term sheet with First Financial or an Affiliated Company during the period of two (2) years prior to the termination of employment.

(iii) "Borrower" shall include any borrower who has entered into a loan with First Financial or an Affiliated Company during the period of two (2) years prior to the termination of employment.

(iv) “Client” shall mean the customers or clients of First Financial or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of First Financial or any Affiliated Company during Grantee’s employment by First Financial or any Affiliated Company, or which were prospective customers of First Financial or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from First Financial or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of First Financial or any Affiliated Company if the Grantee or any other First Financial or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity.

(v) "Competitive Entity" shall mean a corporation, partnership, proprietorship, firm, association or other business entity which competes with, or otherwise lends to, (A) insurance professionals or provides capital including, but not limited to, purchasing of insurance commissions, to insurance professionals through leveraging insurance and annuity commission streams, (B) registered investment advisers, (C) automobile finance companies or automobile dealers, or (D) licensed professional practices, including, but not limited to certified professional accountants, doctors, dentists or attorneys (each a "Lending Line", collectively, the "Lending Lines"); provided, however, that if First Financial or an Affiliated Company is no longer actively lending to a Lending Line, then this prohibition shall not apply to such Lending Line.

(vi) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to any Affiliated Company, including without limitation financial information, information relating to business operations, services, promotional practices, and relationships with customers, suppliers, employees, independent contractors, or other parties, and any information which any Affiliated Company is obligated to treat as confidential pursuant to any course of dealing or any agreement to which it is a party or otherwise bound, provided that Confidential Information shall not include information that is or becomes available to the general public and did not become so available through any breach of this Stock Agreement by Participant or Participant's breach of a duty owed to First Financial.

(vii) "Referral Partner" as used in this Agreement shall include any party with whom First Financial or any Affiliated Company has an active agreement as a referral source or who has referred a loan, which has funded, to First Financial or any Affiliated Company during the period of two (2) years prior to the termination of employment.

(viii) "Restricted Territory" means, because of the nature of the business which is not dependent upon the physical location or presence of First Financial or the Participant, the broadest geographic region enforceable by law (excluding any location where this type of restriction is prohibited by law) is as follows: (A) the State of Indiana and any state in which First Financial or any Affiliated Company has originated any loans, sold any products, or provided any services by the Participant during the one (1) year immediately preceding the Participant's termination of employment, whether voluntary or involuntary; and (B) each state, commonwealth, territory, province or other political subdivision located in North America in which First Financial or any Affiliated Company originated loans or provided banking services and to which Participant provided services during the one (1) year immediately preceding the Participant's termination of employment, whether voluntary or involuntary.

(ix) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Participant is associated or other communications in any media not targeted specifically at any specific individual described in Section 14(a) or 14(b).

d. Enforcement; Remedies; Blue Pencil. Participant acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 14 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 14 are fundamental and essential for the protection of First Financial's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than First Financial) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Participant; and (iv) in the event of any violation by Participant of any of such provisions, First Financial and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 14 by Participant, First Financial and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 7. If any of the covenants set forth in this Section 14 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such

invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby.

15. Employment Claims. In return for the benefits that Participant may receive under this Stock Agreement and for continued employment, Participant agrees not to commence any action or suit related to Participant's employment by First Financial or an Affiliated Company:

a. More than six months after the termination of Participant's employment, if the action or suit is related to the termination of Participant's employment; or

b. More than six months after the event or occurrence on which Participant's claim is based, if the action or suit is based on an event or occurrence other than the termination of Participant's employment.

Participant agrees to waive any statute of limitations that is contrary to this Section 15.

16. Notices. Each notice relating to this Stock Agreement must be in writing and delivered in person or by registered mail to First Financial at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as First Financial has designated by notice. All notices to the Participant or other person or persons succeeding to his or her interest will be delivered to the Participant or such other person or persons at the Participant's address as specified in a notice filed with First Financial.

17. Determinations of First Financial Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Stock Agreement or the Plan will be determined by the Board of Directors of First Financial (or any successor corporation) or by the Committee, as determined by the Board of Directors of First Financial. The Participant hereby agrees to be bound by the terms of the Plan and accept any determination by the Board of Directors (or the Committee, as applicable) in administering the Plan and this Agreement as final, binding and conclusive for all purposes.

18. Successors. All rights under this Stock Agreement are personal to the Participant and are not transferable except that in the event of the Participant's death, such rights are transferable to the Participant's legal representatives, heirs or legatees. This Stock Agreement will inure to the benefit of and be binding upon First Financial and its successors and assigns.

19. Obligations of First Financial. The liability of First Financial under the Plan and this Stock Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Stock Agreement will be construed to impose any liability on First Financial in favor of the Participant with respect to any loss, cost or expense which the Participant may incur in connection with or arising out of any transaction in connection therewith.

20. No Employment Rights. Nothing in the Plan or this Stock Agreement or any related material shall give the Participant the right to continue in the employment of First Financial or any subsidiary of First Financial or adversely affect the right of First Financial or any subsidiary of First Financial to terminate the Participant's employment with or without cause at any time.

21. Governing Law. This Stock Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

22. Plan. The Plan will control if there is any conflict between the Plan and this Stock Agreement and on any matters that are not contained in this Stock Agreement. A copy of the Plan has been provided to the Participant and is incorporated by reference and made a part of this Stock Agreement.

Capitalized terms used but not specifically defined in this Stock Agreement will have the definitions given to them in the Plan.

23. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by First Financial and/or any of its Subsidiaries and the Participant relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Participant is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Participant (a "non-solicitation agreement"). Any non-solicitation agreement that Participant is subject to shall remain in full force and effect as written without impact from this Agreement.

24. Captions; Counterparts. The captions in this Stock Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Stock Agreement. This Stock Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Performance Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By:     ______________________________________

Claude E. Davis

Title:     Chief Executive Officer

<Enter Employee Name>

By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement    

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any)

between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a

minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common

Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First

Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

EX-10.8

EXHIBIT 10.8

AGREEMENT FOR STOCK AWARD

This Agreement for Stock Award (the "Agreement") is between FIRST FINANCIAL BANCORP., an Ohio corporation (the "Corporation"), and [insert] (the "Grantee") who, as of [insert] which is the date of this Agreement, is an employee of the Corporation or a Subsidiary (as defined below).

WHEREAS, the Corporation established the Key Executive Short Term Incentive Plan and the Amended and Restated 2012 Stock Plan (collectively, the "Plan") and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Stock Award to the Grantee upon the terms and conditions set forth in this Agreement.

WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.

NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:

1. Award of Stock. The Corporation hereby awards to Grantee as of the date of this Agreement <insert # of shares> shares of Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services rendered. Such shares shall be immediately vested as of the date of this Agreement and shall be subject to the terms herein.

2. Restrictions on Sale or Transfer. The shares of vested Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Holding Period defined below, except as permitted hereby.

3. Holding Period. Grantee shall hold all vested shares of Common Stock (net of any shares withheld to pay taxes due with respect to the grant described herein) for a period of three years (the "Holding Period"). The Holding Period shall apply regardless of whether or not Grantee remains employed by the Corporation or its Subsidiaries. Notwithstanding anything herein, the Holding Period shall terminate on Grantee's death or disability. The Holding Period may be enforced pursuant to a restrictive legend or any other means deemed appropriate by the Corporation.

4. Clawback Provision. The shares of vested Common Stock so received by Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy as may be amended from time to time.

5. Prohibited Sales. By accepting shares of Common Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.

6. Shareholder's Rights. Subject to the terms of this Agreement, during the Holding Period:

(a) The Grantee will have, with respect to the vested Common Stock, the right to vote all shares of the Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on sale or transfer in Section 2, the Holding Period in Section 3 and to the clawback provisions in Section 4 of this Agreement.

(b) The Grantee shall be paid dividends with respect to the Common Stock.

7. Regulatory Compliance. The issue of shares of vested Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation.

8. Withholding Tax. The Grantee agrees that, in the event that the award and receipt of the Common Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the Common Stock or any other compensation payable to the Grantee). In addition, the Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any such tax required to be withheld with respect to such Common Stock being issued, remitting any balance to the Grantee.

9. Investment Representation. The Grantee represents and agrees that if he or she is awarded and receives the vested Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an that is contrary to this paragraph.

10. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation.

11. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

12. Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.

13. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will

be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith.

14. No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any subsidiary of the Corporation or adversely affect the right of the Corporation or any subsidiary of the Corporation to terminate the Grantee's employment with or without cause at any time.

15. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.

16. Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan.

17. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its subsidiaries and the Grantee relating to the shares of Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan.

18. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement for Stock Award has been executed and dated by the parties hereto as of the day and year first above written.

FIRST FINANCIAL BANCORP.

By: ______________________________________

Title:     

GRANTEE:

By: ______________________________________

Title:     

Stock Award – STIP (Key Exec STIP/Amended and Restated 2012 Stock Plan)

APPENDIX A

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

PROSPECTUS

FIRST FINANCIAL BANCORP.

AMENDED AND RESTATED 2012 STOCK PLAN

Common Shares, no par value per share

Trading Symbol: FFBC (NASDAQ Stock Market LLC)

First Financial Bancorp., an Ohio corporation, is offering up to 1,750,000 shares of its common stock, no par value (“Common Shares”), under the First Financial Bancorp. Amended and Restated 2012 Stock Plan (the “Plan”).

This Prospectus summarizes the principal features of the Plan as of May 23, 2017. If there are any differences between the Plan as described in this Prospectus and the Plan itself, the terms of the Plan will govern. References in this Prospectus to the “Company,” “First Financial,” “we,” “us” or “our” refer to First Financial Bancorp.

Definitions of all capitalized terms that are used in this Prospectus without definition can be found at end of this Prospectus. These definitions are taken from the Plan.

Neither the Securities and Exchange Commission (the “SEC”), nor any state securities commission, nor any bank regulatory agency, has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is May 23, 2017.

Documents Incorporated by Reference

We are incorporating certain documents into this Prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this Prospectus, and information we file later with the Securities and Exchange Commission (the “SEC”) will automatically update and supersede the information in this Prospectus and information in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the SEC:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2016;

• other reports that we have filed with the SEC under Section 13(a) of the Securities Exchange of 1934, as amended (the “Exchange Act”), since December 31, 2016;

• the definitive proxy statement for our 2017 Annual Meeting of Shareholders, filed on April 13, 2017; and

• the description of our Common Shares contained in our Registration Statement on Form S-3 (File No. 333-197771) filed with the SEC on July 31, 2014, or contained in any subsequent amendment or report filed for the purpose of updating such description.

We are also incorporating by reference into this Prospectus all documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information contained in a Current Report on Form 8-K, or any exhibit thereto, that is furnished to, rather than filed with, the SEC) after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Common Shares offered under the Plan have been sold or which deregisters all such Common Shares then remaining unsold.

Upon written or oral request, we will provide, without charge, to each person to whom this Prospectus is delivered: (i) copies of the documents incorporated by reference into this Prospectus but not delivered with this Prospectus (excluding exhibits); (ii) a copy of our annual report to shareholders for our latest fiscal year; (iii) copies of all reports, proxy statements and other communications distributed to our shareholders generally; and (iv) additional information regarding the Plan and the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) which administers the Plan. Requests may be directed to the attention of General Counsel, in writing, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202.

Description of the Plan

General Information

The purpose of the Plan is to recognize the contributions made to First Financial and its subsidiaries by employees and non-employee directors, to provide such persons with additional incentive to devote themselves to the future success of First Financial and its subsidiaries, and to enhance the ability of First Financial and its subsidiaries to attract, retain and motivate such individuals by providing them with the opportunity to acquire or increase their proprietary interest in First Financial. The Plan serves these purposes by making equity- and cash-based awards (“Awards”) available for grant to eligible participants in the form of:

• Stock options to purchase Common Shares (“Options”), either in the form of incentive stock options (“ISOs”) or nonqualified stock options (“NQSOs”);

• Stock appreciation rights (“SARs”);

• Restricted Common Shares (“Restricted Stock”);

• Stock Units that give the recipient the right to receive a cash payment based on the fair market value of a specified number of Common Shares on the date of exercise or the right to receive a specified number of Common Shares on the date of exercise (“Stock Units”); and

• Restricted Stock, Options, SARs, Stock Units or other awards with performance-based conditions on vesting or exercisability (“Performance Awards”).

Administration

The Plan is administered by the Compensation Committee, which is comprised solely of “independent directors” within the meaning of the Nasdaq Stock Market Marketplace Rules (the “Nasdaq Rules”). To the extent that the Board determines it is appropriate for the compensation realized from Awards to be considered “performance based” compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee will be composed of two or more members who are “outside directors” within the meaning of Section 162(m) of the Code (and the Treasury Regulations promulgated thereunder), and, to the extent the Board determines it is appropriate for awards under the Plan to qualify for the exemption available under SEC Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, the Committee will be composed of two or more members who are “non-employee directors” within the meaning of Rule 16b-3. The members of the Compensation Committee do not serve fixed terms but may be appointed or removed at any time by the Board.

In its capacity as plan administrator, the Compensation Committee determines the type of each Award granted, the terms and conditions of each Award and, subject to limitations in the Plan, the individuals to whom Awards will be granted. The Compensation Committee also has full power and authority to (i) promulgate, amend and rescind rules and regulations relating to administration of the Plan, (ii) interpret the Plan and all related award agreements and (iii) exercise discretion in making any other determinations that it deems necessary or desirable for administration of the Plan. Any action taken by the Compensation Committee will be final, binding and conclusive.

Common Shares Subject to the Plan

Subject to the adjustments discussed below, the aggregate number of Common Shares available for the grant of Awards under the Plan will equal (i) 1,750,000 Common Shares plus (ii) 422,807, the number of Common Shares available for issuance under the 2012 Stock Plan. Common Shares issued under the Plan may consist of authorized, but unissued, Common Shares or treasury shares.

Upon the grant of an Award, we will reduce the number of Common Shares available for issuance under the Plan by an amount equal to the number of Common Shares subject to such Award. In the case of any SAR which is settled in Common Shares, we will count the gross number of Common Shares subject to the SAR against the number of Common Shares available for future Awards, regardless of the number of Common Shares used to settle the SAR upon its exercise. In addition, Common Shares subject to an Award that are used to pay the exercise price of such Award, are tendered in satisfaction of any condition to a grant of an Award or are withheld or repurchased by First Financial to satisfy any taxes required to be withheld with respect to a taxable event arising under such Award will not again be available for issuance under the Plan. However, any Common Shares subject to Awards that are forfeited will again become available for issuance under the Plan.

The Compensation Committee may not grant any Award under the Plan exceeding the following limitations:

• Any participant may not receive Options or SARs covering more than 250,000 Common Shares in any calendar year;

• Performance Awards (as defined below) granted to any employee in any calendar year may not cover more than 250,000 Common Shares, if to be settled in Common Shares, or an amount equal to the Fair Market Value of 250,000 common shares on the date on which the Award is settled, if to be settled in cash;

• ISOs granted pursuant to the Plan may not cover more than 500,000 Common Shares in the aggregate;

• The Fair Market Value of ISOs granted to any Employee,

• Awards of Restricted Stock and Stock Units granted under the Plan may not cover more than the full amount of Common Shares subject to the Plan in the aggregate; and

• Awards to any Non-Employee Director in any twelve-month period may not cover more than 40,000 shares in the aggregate.

Adjustment of Plan Shares

In the event of any Common Share dividend, Common Share split, or a corporate transaction, such as a reorganization, separation, liquidation, merger, consolidation or similar transaction affecting First Financial’s capitalization, the Compensation Committee shall make equitable adjustments to any of the following to reflect any change in capitalization of First Financial: (i) the number, kind and class of shares of First Financial for issuance under the Plan, (ii) the grant limitations imposed on Awards, as described above, (iii) the number, kind and class of shares of First Financial subject to Options, SARs, Restricted Stock grants, and Stock Unit grants; and (iv) the exercise price of Options and SARs.

Eligibility

Any employee of First Financial or its subsidiaries or any non-employee director of First Financial will be eligible to participate in the Plan. From time to time, the Compensation Committee may select the individuals to whom Awards will be granted, determine the number of Common Shares subject to each Award and the terms and conditions of each Award.

With respect to each Award granted under the Plan, we will enter into an award agreement with the participant which describes the terms and conditions of the Award, including (i) the type of Award and when and how it may be exercised or earned, (ii) any exercise price associated with the Award, (iii) how the Award will or may be settled and (iv) any other applicable terms and conditions affecting the Award.

Types of Awards

Stock Options and Stock Appreciation Rights

Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any)

between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant.

The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited.

A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate specifying the number of Common Shares to be purchased and (ii) furnishing payment in full of the exercise price for the specific number of Common Shares. The award agreement applicable to the Option may provide for payment of the exercise price (i) in cash, (ii) by previously acquired Common Shares (valued at the fair market value on the date of exercise) held for the period of time required by the Compensation Committee, (iii) through a cashless exercise (including by withholding Common Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law), and/or (iv) through any combination of these methods approved by the Compensation Committee.

Upon exercise of a SAR, a participant will be entitled to receive an amount equal to the difference between (i) the fair market value of a Common Share on the exercise date and (ii) the exercise price per Common Share, multiplied by the number of Common Shares with respect to which the SAR is exercised. A SAR may be settled in Common Shares, cash or a combination thereof, as specified by the Compensation Committee in the related award agreement.

The Plan provides that the Compensation Committee may incorporate a provision in an Option agreement that gives the option holder the right to surrender his or her Option in whole or in part in lieu of the exercise of such Option and to receive a payment in cash or Common Shares (as determined by the Compensation Committee), or a combination of cash and Common Shares, equal in amount of the date of exercise to (i) the number of Common Shares with respect to which the Option surrender right is exercised multiplied by (ii) the positive difference between the fair market value of a Common Share on such date over the Option exercise price.

Restricted Stock

An award of Restricted Stock represents a grant of Common Shares that are issued subject to transfer restrictions and vesting requirements. The Compensation Committee will determine the terms and conditions of each Restricted Stock award, including the restriction period, the number of Common Shares subject to the Award and other terms and conditions applicable to the Restricted Stock, as specified in the award agreement. Vesting of the Restricted Stock may occur upon satisfaction of one or more stated conditions or terms including, without limitation, the achievement of specific performance goals or time-based service requirements; provided that awards of Restricted Stock must be subject to a

minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest, subject to the Vesting Limitation Exception as described above. The Common Shares underlying an award of Restricted Stock are subject to forfeiture if vesting does not occur.

Restricted Stock granted to a participant may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Restricted Stock award, that Award will be forfeited unless the terms of the Award, as approved by the Compensation Committee at the time of grant, provide (subject to the Plan’s minimum vesting requirements) for accelerated vesting or continued vesting. The Compensation Committee may impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Stock, including satisfaction of performance objectives.

Stock Unit Awards

An award of Stock Units gives the recipient the right to receive, upon exercise of the Stock Units, (i) a cash payment based upon the fair market value of the number of Common Shares provided for in the award agreement at the time of exercise of the Stock Units, (ii) the number of Common Shares subject to the Stock Unit award, or (iii) the right to receive a combination of cash and Common Shares. Stock Units may vest as a result of continued service to First Financial or upon the achievement of applicable performance criteria established by the Compensation Committee; provided, that Stock Units granted under the Plan will be subject to a minimum service requirement or minimum performance requirement of not less than one year before they can vest, subject to the Vesting Limitation Exception. In the event a participant’s service with First Financial and its subsidiaries terminates prior to the vesting of a Stock Unit award, such Award will be forfeited unless the terms of the Award, as approved by the Committee at the time of grant and subject to the Plan’s minimum vesting requirements, provide for accelerated vesting or continued vesting.

Performance Awards.

The Compensation Committee may specify that the grant, retention, vesting or issuance of any Award under the Plan, including Awards in the form of Options, SARs, Restricted Stock, or Stock Units, or the amount paid under such Award, will be subject to or based upon performance objections or other standards of financial performance and/or personal performance evaluations.

The Compensation Committee may also grant awards of Restricted Stock and Stock Units in a manner that constitutes qualified “performance-based compensation” and is deductible by us under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. To qualify for this exemption, Performance Awards must be conditioned on the attainment of performance goals during a specified performance period, and the Compensation Committee must establish these performance goals no later than 90 days after the performance period begins (or such other date as may be required under Section 162(m)).

Performance goals will be objectively measurable and will be based upon or relate to the achievement of a specified percentage or level of one or more of the following performance measures:

Assets	Average Total Common Equity	Deposits
Earnings Per Share	Economic Profit Added	Efficiency Ratio
Gross Margin	Gross Revenue	Internal Rate Of Return
Loans	Net Charge-Offs	Net Income
Net Income Before Tax	Net Interest Income	Non-Interest Expense
Non-Interest Income	Non-Performing Assets	Operating Cash Flow
Pre-Provision Net Revenue	Return On Assets	Return On Equity
Return On Risk Weighted Assets	Return On Sales	Stock Price
Tangible Equity	Total Shareholder Return

The selected performance goals may be set in any manner determined by the Compensation Committee, including in relation to peer groups or indexes and may relate to First Financial as a whole or one or more operating units of First Financial, including our subsidiaries or affiliates. Performance Awards granted under the Plan may contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Compensation Committee may determine, provided that, if the Performance Awards are intended to qualify as performance-based compensation under Section 162(m), such additional terms and conditions are also not inconsistent with Section 162(m).

At the end of each performance period, the Compensation Committee will certify in writing the level of achievement with respect to each performance measure and determine the corresponding amount payable with respect to the applicable Performance Award.

To the extent consistent with Section 162(m) of the Code, the Compensation Committee may calculate performance goals relating to any Performance Award intended to qualify as “performance-based compensation” without regard to extraordinary items, and may adjust such performance goals in recognition of unusual or non-recurring events affecting the Company or its affiliates or changes in applicable tax laws or accounting principles. The Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of a Performance Award actually paid to a participant.

Forfeiture or Clawbacks

In an award agreement applicable to any Award under the Plan, the Compensation Committee may provide that a participant’s rights, payments and benefits with respect to the Award will be reduced, cancelled, forfeited or subject to recoupment upon the occurrence of specified events, in addition to any vesting conditions imposed on such Award. These specified events may include, but are not limited to, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the applicable award agreement or otherwise applicable to the participant, a termination of the participant’s employment or service with First Financial or its subsidiaries for Cause, or other conduct by the participant that is detrimental to the business or reputation of First Financial.

Following the payment or vesting of any Award, the Compensation Committee may also determine that such payment or vesting was based on materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues or gains, or any other materially inaccurate performance metric criteria, or that such Award is subject to recovery under any applicable law, regulation, exchange listing requirement or First Financial policy. Upon this determination, the participant will be obligated to pay to First Financial the portion of the cash paid or Common Shares issued to the participant upon the vesting of any such Award that the Compensation Committee determines was not earned, or the greater amount requirement by applicable law, regulation, exchange listing requirement or First Financial policy.

Change in Control

The Plan permits the Compensation Committee to include provisions in any award agreement relating to a Change in Control, such as provisions relating to the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards; provided that in addition to any conditions provided for in such award agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions with respect to, any outstanding Awards in connection with a Change in Control may occur with respect to any participant who is an employee only if (i) the Change in Control occurs and (ii) the participant’s employment with First Financial or any of its subsidiaries is terminated without Cause or by the participant for Good Reason within 18 months (or such shorter period that is set forth in the award agreement) following such Change in Control.

Unless otherwise determined by the Compensation Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of First Financial with or into any other entity or any transaction in which another person or entity acquires all of the issued and outstanding Common Shares or all or substantially all of the assets of First Financial and its subsidiaries, the Plan provides that an outstanding Award may be assumed or an award of equivalent value may be substituted by such successor entity or parent or subsidiary thereof, and such assumption or substitution shall not be deemed to violate the Plan or any provision of the applicable award agreement.

The Plan also provides that, unless otherwise determined by the Compensation Committee, if an Award is subject to performance goals, in the event of a Change in Control, all incomplete performance periods in respect of such award in effect on the date the Change in Control occurs will end on the date of the Change in Control and the Compensation Committee will (i) determine the extent to which performance goals with respect to the applicable performance period have been met based upon such audited or unaudited financial information then available and (ii) cause to be paid to the participant a pro-rated amount of the Award (based on each completed day of the performance period prior to the Change in Control) based upon the Compensation Committee’s determination of the degree of attainment of the applicable performance goals or, if not determinable, assuming that the applicable target levels of performance have been attained (or on such other basis as the Compensation Committee determines to be appropriate); provided that in no event shall a participant become entitled to a payout in excess of the target level payout with respect to a performance goal for which the Compensation Committee has not determined the actual level of achievement.

Transferability

Except as otherwise provided in a related award agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and during the participant’s lifetime, may be exercised only by the participant (or his or her personal representative or guardian if the participant is incapacitated).

Tax Withholding

The Compensation Committee may require payment, or withhold payments made pursuant to Awards, to satisfy applicable tax withholding requirements.

Rights as a Shareholder

Until exercised, holders of Options will have no rights as a shareholder with respect to those Options. With respect to shares of Restricted Stock, except as limited by the Plan or applicable award agreement, the recipient shall have all of the voting rights of a shareholder of First Financial with respect to the same class of shares as are represented by such Restricted Stock. With respect to SARs and Stock Units exercisable for Common Shares, a participant shall have no voting rights with respect to such awards until the shares underlying such Awards are properly issued to the participant.

In no event may cash dividends to be paid with respect to Restricted Stock or Stock Units become payable before the date such Restricted Stock or Stock Units have become fully vested and nonforfeitable. Any cash dividends paid with respect to unvested shares of Restricted Stock shall be withheld by First Financial for the award holder’s account. The withheld cash dividends will be distributed to the award holder in cash or, at the discretion of the Compensation Committee, in Common Shares equal to the fair market value of the amount of such dividends upon the vesting and release of restrictions on such Restricted Stock. If such Restricted Stock is forfeited, then the award holder shall have no right to, and will forfeit, any such dividends. Unless otherwise set forth in the applicable award agreement which evidences a Stock Unit grant, cash dividends will be treated as reinvested in Common Shares at the fair market value of such Common Shares on the date of payment of such dividend and will increase the number of Common Shares subject to such Stock Unit grant.

If a Common Share dividend is declared on a share of Restricted Stock, such dividend will be treated as part of the grant of the related Restricted Stock, and a participant’s interest in such dividend will be forfeited or shall become vested at the same time as the Common Shares with respect to which the dividend was paid is forfeited or becomes vested and nonforfeitable. Unless otherwise set forth in the applicable award agreement, if a Common Share dividend is declared on any Common Shares described in a Stock Unit grant, such dividend shall increase the number of Common Shares described in such Stock Unit grant, but shall only be issuable if and when the related Stock Unit becomes exercisable.

Repricing

The Plan prohibits any repricing, replacement, re-grant or modification of Options or SARs that would reduce the exercise price of the Options or SARs without shareholder approval, other than in connection with a change in our capitalization or certain corporate transactions, as described above under the heading “Adjustment of Plan Shares.”

Term of the Plan

The Plan will continue until May 23, 2022.

Termination and Amendment of the Plan

Unless earlier terminated by the Board or Compensation Committee, the Plan will terminate on May 23, 2022, which is five years after the date of the Plan’s approval by our shareholders. Termination of the Plan will not affect any Awards granted under the Plan prior to such termination.

The Board or Compensation Committee may, at any time and for any reason, suspend or terminate the Plan or, from time to time, amend the Plan, provided that any amendment must be submitted to our shareholders for approval if required by federal or state law or regulation or by the Nasdaq Rules. In the event that the Plan is suspended or terminated, the Compensation Committee may contribute to exercise the powers given to it under the Plan with respect to awards granted prior to such suspension or termination.

U.S. Federal Income Tax Consequences

The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the Plan. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Prospectus and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the Plan.

Options. There are no federal income tax consequences to a participant or to First Financial upon the grant of an ISO or an NQSO under the Plan.

Upon exercise of an NQSO, the option holder generally recognizes ordinary income in an amount equal to: (i) the fair market value of the acquired shares on the date of exercise, reduced by (ii) the exercise price the participant pays for the shares received in the exercise. Provided First Financial satisfies applicable reporting requirements, it is entitled to a tax deduction in the same amount as the participant includes as ordinary income.

An Option retains its status as an ISO during the period the option holder is an employee and, if the ISO does not expire at termination of employment, for three months after such termination of employment (with certain exceptions for death and disability). Upon the exercise of an ISO, an option holder generally recognizes no immediate taxable income. When the option holder sells shares acquired through the exercise of an ISO, the gain is treated as long-term capital gain (or the loss is a long-term capital loss) unless the sale is a “disqualifying disposition.” A “disqualifying disposition” occurs if the option holder sells shares acquired on exercise within two years from the grant date of the ISO or within one year from the date of exercise. On a disqualifying disposition, the option holder includes the gain realized on the sale of the shares as ordinary income (or ordinary loss). Gain (or loss) is determined by subtracting the exercise price paid from the greater of (i) the fair market value of the shares on the exercise date, or (ii) the amount realized by the option holder on the date of sale. The gain may constitute a tax preference item for computing the participant’s alternative minimum tax.

Generally, First Financial will not be entitled to any tax deduction for the grant or exercise of an ISO. If, however, the sale of shares acquired through exercise of an ISO is a disqualifying disposition, then provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction in the same amount the participant includes in income.

SARs. There are no federal income tax consequences to either a participant or First Financial upon the grant of a SAR. However, the participant generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares received upon exercise. Provided it satisfies applicable reporting requirements, First Financial will be entitled to a deduction equal to the amount included in the participant’s income.

Restricted Stock. Except as otherwise provided below, there are no federal income tax consequences to either a participant or to First Financial as a result of the grant of Restricted Stock. The participant recognizes ordinary income in an amount equal to the fair market value on the date of vesting of the Restricted Stock. Subject to Section 162(m), and provided First Financial satisfies applicable reporting requirements, it will be entitled to a corresponding deduction. Notwithstanding the above, a recipient of a Restricted Stock grant that is subject to a substantial risk of forfeiture may make an election under Section 83(b) of the Code, within 30 days after the date of the grant, to recognize ordinary income as of the date of grant and First Financial will be entitled to a corresponding deduction at that time.

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Stock Units. When a Stock Unit is settled, the participant will recognize ordinary income in an amount equal to the fair market value of the Common Shares received or, if the Stock Unit is paid in cash, the amount paid.

Golden Parachute Payments. Awards that are granted, accelerated or enhanced upon the occurrence of, or in anticipation of, a change in control of First Financial may give rise, in whole or in part, to “excess parachute payments” under Section 280G and Code Section 4999. With respect to any excess parachute payment, the participant would be subject to a 20% excise tax on, and First Financial would be denied a deduction for, the “excess” amount.

Section 162(m) of the Code. As previously discussed, Section 162(m) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. Certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation” that complies with conditions imposed by Section 162(m) rules, provided the material terms of such performance goals are disclosed to and approved by shareholders, as the First Financial shareholders have done at the 2017 Annual Meeting on May 23, 2017. Options, SARs and Performance Awards granted under the Plan and described above are intended to constitute qualified performance-based compensation eligible for such exceptions.

Section 409A of the Code. We intend that, to the extent any provisions of the Plan or any awards granted under the Plan are subject to Section 409A of the Code (which relates to nonqualified deferred compensation), they will be interpreted and administered in good faith in accordance with Section 409A requirements and that the Compensation Committee will have the authority to amend any outstanding awards so that they are in compliance with Section 409A or qualify for an exemption from Section 409A. First Financial will not indemnify any participant for taxes or penalties imposed by Section 409A. To the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six month period immediately following the participant’s termination of employment or service will instead be paid on the first payroll date after the six-month anniversary of the participant’s separation from service (or the participant’s death, if earlier).

IRS CIRCULAR 230 DISCLOSURE: In order to ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of (1) avoiding penalties that may be imposed under the U.S. Internal Revenue Code or (2) promoting, marketing, or recommending to another person, any transaction or other matter addressed herein.

Employee Retirement Income Security Act of 1974

The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended.

Restrictions on Resale

The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common

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Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s insider trading policy.

Additional Provisions Affecting Certain Insiders

Any participants of the Plan who are executive officers or directors of the Company will be subject to the reporting requirements of Section 16(a) of the Exchange Act and thus subject to the short-swing profit liability provisions of the Exchange Act. Transactions involving Awards under the Plan may give rise to short-swing profit liability. Participants who are executive officers or directors must consult the Company’s Insider Trading Policy before selling any Common Shares acquired pursuant to the Plan.

Reports

Annual reports as to the amount and status of the Awards granted to them under the Plan are available to all Participants through Award management system. In addition, the Company will furnish to participants in the Plan copies of all shareholder communications, such as proxy statements, reports and other communications distributed to the Company’s shareholders.

Defined Terms

When used in this Prospectus and in the Plan, the following capitalized terms shall have the meanings set forth below:

“Cause” means (i) an indictment of a participant of the Plan, or plea of guilty or plea of nolo contendere by such participant, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, fraud, embezzlement, or misappropriation of assets, willful misfeasance or dishonesty, or other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of First Financial or any of its subsidiaries or (ii) the continued failure of a participant of the Plan to perform substantially his or her employment duties with First Financial or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), observe all material obligations and conditions to be performed and observed by a participant under the Plan and any award agreement for an Award granted pursuant to the Plan, or perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by First Financial or any of its subsidiaries.

“Change in Control” means a change in control of First Financial of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act as in effect at the time of such “change in control.” A Change in Control shall also be deemed to have occurred for purposes of the Plan at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 35% or more of the combined voting power for election of directors of the then outstanding securities of First Financial or any successor of First Financial; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was previously so approved; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the Common Shares of First

16

Financial shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of First Financial) or any dissolution or liquidation of First Financial or any sale or the disposition of 50% or more of the assets or business of First Financial; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding Common Shares of First Financial immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common or other voting stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common or other voting stock of such successor or survivor corporation beneficially owned by the persons described in clause (A) above immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned Common Shares of First Financial immediately before the consummation of such transaction, provided the percentage described in clause (A) above of the beneficially owned shares of the successor or survivor corporation and the number of shares described above in this clause (B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of Common Shares of First Financial by the persons described in such clause (A) immediately before the consummation of such transaction.

“Disability” means, as determined by the Compensation Committee in its discretion exercised in good faith, (i) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is covered by the Company’s long-term disability insurance policy or plan, if any, a physical or mental condition of the participant that would entitle him or her to payment of disability income payments under such long-term disability insurance policy or plan as then in effect, (ii) in the case of an Award that is exempt from the application of the requirements of Code Section 409A and is granted to a participant of the Plan who is not covered by the Company’s long-term disability insurance policy or plan for whatever reason, or in the event the Company does not maintain such a long-term disability insurance policy or plan, and for purposes of an ISO granted under the Plan, a permanent and total disability as defined in section 22(e)(3) of the Code and (iii) in the case of an Award that is not exempt from the application of the requirements of Code Section 409A, a physical or mental condition of a participant of the Plan where (A) the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, the participant shall submit to an examination by such physician upon request by the Committee.

“Good Reason” means, in connection with a termination of employment by participant of the Plan following a Change in Control, a material reduction in such participant’s base compensation or a material adverse alteration in such participant’s position or in the nature or status of such participant’s employment responsibilities from those in effect immediately prior to the Change in Control.

17

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Claude E. Davis, Chief Executive Officer of First Financial Bancorp., certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Financial Bancorp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	8/7/2017	/s/ Claude E. Davis
		Claude E. Davis Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, John M. Gavigan, Senior Vice President and Chief Financial Officer of First Financial Bancorp., certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Financial Bancorp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	8/7/2017	/s/ John M. Gavigan
		John M. Gavigan Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q for the quarterly period ended June 30, 2017, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on August 7, 2017 (the “Report”), I, Claude E. Davis, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Claude E. Davis

Claude E. Davis

Chief Executive Officer

August 7, 2017

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF FINANCIAL

OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q for the quarterly period ended June 30, 2017, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on August 7, 2017 (the “Report”), I, John M. Gavigan, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John M. Gavigan

John M. Gavigan

Senior Vice President and Chief Financial Officer

August 7, 2017

XML

Document and Entity Information Document - shares	6 Months Ended
	Jun. 30, 2017	Aug. 04, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	FFBC
Entity Registrant Name	FIRST FINANCIAL BANCORP /OH/
Entity Central Index Key	0000708955
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		62,152,514

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
ASSETS
Cash and due from banks	$ 117,478	$ 121,598
Interest-bearing deposits with other banks	29,839	82,450
Investment securities available-for-sale, at fair value (amortized cost $1,295,377 at June 30, 2017 and $1,045,337 at December 31, 2016)	1,298,578	1,039,870
Investment securities held-to-maturity (fair value $698,722 at June 30, 2017 and $763,575 at December 31, 2016)	696,269	763,254
Other investments	53,285	51,077
Loans held for sale	11,939	13,135
Loans
Commercial	1,824,589	1,781,948
Lease financing	88,152	93,108
Real estate - construction	443,112	399,434
Real estate-commercial	2,471,655	2,427,577
Real estate-residential	490,398	500,980
Home equity	464,066	460,388
Installment	47,654	50,639
Credit card	44,139	43,408
Total loans and leases	5,873,765	5,757,482
Allowance for loan and lease losses	54,873	57,961
Net loans and leases	5,818,892	5,699,521
Premises and equipment	128,956	131,579
Goodwill and other intangibles	210,045	210,625
Accrued interest and other assets	344,761	324,858
Total assets	8,710,042	8,437,967
Deposits
Interest-bearing	1,496,173	1,513,771
Savings	2,398,262	2,142,189
Time	1,097,911	1,321,843
Total interest-bearing deposits	4,992,346	4,977,803
Noninterest-bearing	1,476,563	1,547,985
Total deposits	6,468,909	6,525,788
Federal funds purchased and securities sold under agreements to repurchase	130,633	120,212
Federal Home Loan Bank short-term borrowings	957,700	687,700
Total short-term borrowings	1,088,333	807,912
Long-term debt	119,669	119,589
Total borrowed funds	1,208,002	927,501
Accrued interest and other liabilities	135,014	119,454
Total liabilities	7,811,925	7,572,743
SHAREHOLDERS' EQUITY
Common stock - no par value Authorized - 160,000,000 shares Issued - 68,730,731 shares in 2017 and 2016	569,302	570,382
Retained earnings	463,250	437,188
Accumulated other comprehensive loss	(22,222)	(28,443)
Treasury stock, at cost, 6,589,660 shares in 2017 and 6,751,179 shares in 2016	(112,213)	(113,903)
Total shareholders' equity	898,117	865,224
Total liabilities and shareholders' equity	$ 8,710,042	$ 8,437,967

XML

CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Available-for-sale Securities, Amortized Cost Basis	$ 1,295,377	$ 1,045,337
Held-to-maturity Securities, Fair Value	$ 698,722	$ 763,575
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized	160,000,000	160,000,000
Common Stock, Shares, Issued	68,730,731	68,730,731
Treasury Stock, Shares	6,589,660	6,751,179

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Interest income
Loans, including fees	$ 67,748	$ 64,424	$ 134,616	$ 127,823
Investment securities
Taxable	12,598	10,706	24,206	22,079
Tax-exempt	1,457	1,156	2,810	2,318
Total interest on investment securities	14,055	11,862	27,016	24,397
Other earning assets	(1,014)	(1,103)	(2,015)	(2,242)
Total interest income	80,789	75,183	159,617	149,978
Interest expense
Deposits	8,679	5,457	15,604	10,987
Short-term borrowings	2,051	1,053	3,483	2,223
Long-term borrowings	1,539	1,541	3,078	3,081
Total interest expense	12,269	8,051	22,165	16,291
Net interest income	68,520	67,132	137,452	133,687
Provision for loan and lease losses	467	4,037	834	5,692
Net interest income after provision for loan and lease losses	68,053	63,095	136,618	127,995
Noninterest income
Service charges on deposit accounts	4,772	4,455	9,416	8,836
Trust and wealth management fees	3,405	3,283	7,152	6,723
Bankcard income	3,501	3,130	6,636	6,012
Client derivative fees	1,489	1,799	2,592	2,894
Net gains from sales of loans	1,327	1,846	2,543	3,027
Net gains (losses) on sales of investment securities	838	(188)	1,354	(164)
Other	2,122	5,869	5,125	8,378
Total noninterest income	17,454	20,194	34,818	35,706
Noninterest expenses
Salaries and employee benefits	31,544	29,526	63,294	59,141
Net occupancy	4,302	4,491	8,817	9,448
Furniture and equipment	2,136	2,130	4,313	4,343
Data processing	3,501	2,765	6,799	5,483
Marketing	982	801	1,492	1,866
Communication	468	477	915	958
Professional services	1,469	1,299	3,227	3,112
State intangible tax	721	639	1,442	1,278
FDIC assessments	1,018	1,112	1,950	2,244
Loss (gain) - other real estate owned	162	43	186	(147)
Other	5,253	6,130	10,166	12,407
Total noninterest expenses	51,556	49,413	102,601	100,133
Income before income taxes	33,951	33,876	68,835	63,568
Income tax expense	11,215	11,308	21,685	21,186
Net income	$ 22,736	$ 22,568	$ 47,150	$ 42,382
Earnings per common share
Basic	$ 0.37	$ 0.37	$ 0.77	$ 0.69
Diluted	0.37	0.36	0.76	0.68
Cash dividends declared per share	$ 0.17	$ 0.16	$ 0.34	$ 0.32
Average common shares outstanding - basic	61,543,478	61,194,254	61,471,347	61,115,525
Average common shares outstanding - diluted	62,234,022	62,027,008	62,187,473	61,912,366

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 22,736	$ 22,568	$ 47,150	$ 42,382
Other comprehensive (loss) income, net of tax
Unrealized gains (losses) on investment securities arising during the period	4,076	5,192	5,563	12,235
Change in retirement obligation	213	201	402	401
Unrealized gain (loss) on derivatives	128	128	256	256
Other comprehensive income (loss)	4,417	5,521	6,221	12,892
Comprehensive income	$ 27,153	$ 28,089	$ 53,371	$ 55,274

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock
Beginning Balances (in shares) at Dec. 31, 2015		68,730,731			(7,089,051)
Beginning Balances at Dec. 31, 2015	$ 809,376	$ 571,155	$ 388,240	$ (30,580)	$ (119,439)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	42,382		42,382
Other comprehensive income (loss)	12,892			12,892
Cash dividends declared :
Common stock at $0.34 per share in 2017 and $0.32 per share in 2016	(19,729)		(19,729)
Stock Issued During Period, Shares, Other					57,575
Adjustments to Additional Paid in Capital, Other	0	(971)			$ 971
Excess tax benefit on share-based compensation	156	156
Exercise of stock options, net of shares purchased (in shares)					45,928
Exercise of stock options, net of shares purchased	597	(177)			$ 774
Restricted stock awards, net of forfeitures (in shares)					214,346
Restricted stock awards, net of forfeitures	(1,347)	(4,872)			$ 3,525
Share-based compensation expense	2,396	$ 2,396
Ending Balances (in shares) at Jun. 30, 2016		68,730,731			(6,771,202)
Ending Balances at Jun. 30, 2016	846,723	$ 567,687	410,893	(17,688)	$ (114,169)
Beginning Balances (in shares) at Dec. 31, 2016		68,730,731			(6,751,179)
Beginning Balances at Dec. 31, 2016	865,224	$ 570,382	437,188	(28,443)	$ (113,903)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	47,150		47,150
Other comprehensive income (loss)	6,221			6,221
Cash dividends declared :
Common stock at $0.34 per share in 2017 and $0.32 per share in 2016	(21,088)		(21,088)
Stock Issued During Period, Shares, Other					1,484
Adjustments to Additional Paid in Capital, Other	0	(25)			$ 25
Exercise of stock options, net of shares purchased (in shares)					39,062
Exercise of stock options, net of shares purchased	198	(462)			$ 660
Restricted stock awards, net of forfeitures (in shares)					120,973
Restricted stock awards, net of forfeitures	(2,554)	(3,559)			$ 1,005
Share-based compensation expense	2,966	$ 2,966
Ending Balances (in shares) at Jun. 30, 2017		68,730,731			(6,589,660)
Ending Balances at Jun. 30, 2017	$ 898,117	$ 569,302	$ 463,250	$ (22,222)	$ (112,213)

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Common Stock, Dividends, Per Share, Declared	$ 0.17	$ 0.16	$ 0.34	$ 0.32

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating activities
Net income	$ 47,150	$ 42,382
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	834	5,692
Depreciation and amortization	6,354	6,479
Stock-based compensation expense	2,966	2,396
Pension expense (income)	(637)	(450)
Net amortization (accretion) on investment securities	4,998	4,005
Net (gains) losses on sales of investment securities	(1,354)	164
Originations of loans held for sale	(75,543)	(100,437)
Net gains from sales of loans held for sale	(2,543)	(3,027)
Proceeds from sales of loans held for sale	78,771	113,604
Deferred income taxes	3,987	741
Decrease (increase) cash surrender value of life insurance	(116)
Life Insurance, Corporate or Bank Owned, Change in Value		(3,979)
Decrease (increase) in interest receivable	(1,397)	(1,611)
Decrease (increase) in indemnification asset	(2,418)	(3,126)
(Decrease) increase in interest payable	148	148
Decrease (increase) in other assets	(18,472)	(22,622)
(Decrease) increase in other liabilities	(5,571)	(8,034)
Net cash provided by (used in) operating activities	41,993	46,535
Investing activities
Proceeds from sales of securities available-for-sale	125,606	98,734
Proceeds from calls, paydowns and maturities of securities available-for-sale	102,893	70,842
Purchases of securities available-for-sale	(464,543)	(74,856)
Proceeds from calls, paydowns and maturities of securities held-to-maturity	72,078	53,880
Payments to Acquire Held-to-maturity Securities	14,441	0
Net decrease (increase) in interest-bearing deposits with other banks	52,611	14,823
Net decrease (increase) in loans and leases	(121,944)	(315,691)
Proceeds from disposal of other real estate owned	2,292	4,172
Purchases of premises and equipment	(4,247)	(5,023)
Net cash provided by (used in) investing activities	(249,695)	(153,119)
Financing activities
Net (decrease) increase in total deposits	(56,879)	(60,000)
Net (decrease) increase in short-term borrowings	280,421	176,659
Cash dividends paid on common stock	(20,243)	(19,520)
Proceeds from exercise of stock options	283	622
Excess tax benefit on share-based compensation	0	156
Net cash provided by (used in) financing activities	203,582	97,917
Cash and due from banks:
Change in cash and due from banks	(4,120)	(8,667)
Cash and due from banks at beginning of period	121,598	114,841
Cash and due from banks at end of period	$ 117,478	$ 106,174

XML

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The Consolidated Financial Statements of First Financial Bancorp., a bank holding company principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly-owned subsidiary, First Financial Bank. All significant intercompany transactions and accounts have been eliminated in consolidation.  Certain reclassifications of prior periods' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes.  These estimates, assumptions and judgments are inherently subjective and may be susceptible to significant change.  Actual realized amounts could differ materially from these estimates.  

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and serve to update the Form 10-K for the year ended December 31, 2016.  These interim financial statements may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and it is suggested that these interim statements be read in conjunction with the Form 10-K.  Management believes these unaudited consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary for a fair presentation of the results for the interim periods presented.  The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.  The Consolidated Balance Sheet as of December 31, 2016 has been derived from the audited financial statements in the Company’s 2016 Form 10-K.

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RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

6 Months Ended

Jun. 30, 2017

Recently Adopted and Issued Accounting Standards [Abstract]

Recently Adopted and Issued Accounting Standards Disclosure [Text Block]

RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

In May 2014, the FASB issued an update (ASU 2014-09, Revenue from Contracts with Customers) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the revised standard, an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of the ASU’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities, such as sales of property, plant, and equipment; real estate; or intangible assets. The ASU also requires significantly expanded disclosures about revenue recognition. The provisions of ASU 2014-09 become effective for interim and annual reporting periods beginning after December 15, 2017. First Financial's revenue is balanced between net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income. While interest income is not included within the scope of this update, management is currently evaluating revenue streams within noninterest income, specifically service charges on deposits and trust and wealth management fees, to assess applicability of this guidance, and does not anticipate that it will have a material impact on its Consolidated Financial Statements, however additional disclosures will be required.

In January 2016, the FASB issued an update (ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities) which requires entities to measure many equity investments at fair value and recognize changes in fair value in net income. This update does not apply to equity investments that result in consolidation, those accounted for under the equity method and certain others, and will eliminate use of the available for sale classification for equity securities while providing a new measurement alternative for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued an update (ASU 2016-02, Leases) which requires lessees to record most leases on their balance sheet and recognize leasing expenses in the income statement. Operating leases, except for short-term leases that are subject to an accounting policy election, will be recorded on the balance sheet for lessees by establishing a lease liability and corresponding right-of-use asset. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. Given leases outstanding as of June 30, 2017, First Financial does not expect this ASU to have a material impact on the income statement, but does anticipate an increase in the Company's assets and liabilities. Decisions to repurchase, modify or renew leases prior to the implementation date will impact this level of materiality.

In March 2016, the FASB issued an update (ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships) which clarifies that the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require de-designation of that hedge accounting relationship. In the event of a novation, hedge accounting relationships could continue if all other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments) which clarifies that an assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host requires only an analysis of the four-step decision sequence in ASC 815-15-25-42. Entities are required to apply the guidance to existing debt instruments (or hybrid financial instruments that are determined to have a debt host) using a modified retrospective transition method as of the period of adoption. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-07, Investments-Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting) which eliminates the requirement to retrospectively apply the equity method when an investment that had been accounted for utilizing another method qualifies for use of the equity method. The guidance in this ASU became effective in the first quarter 2017 and did not have a material impact on the Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting) which requires recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e., Additional Paid-in-Capital pools will be eliminated). The guidance in this ASU became effective in the first quarter 2017. Adoption of this guidance resulted in a $1.2 million reduction in income tax expense during the first six months of 2017.

In June 2016, the FASB issued an update (ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments) which significantly changes how entities are required to measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This update will replace the current incurred loss approach for estimating credit losses with an expected loss model for instruments measured at amortized cost, including loans and leases. Expected credit losses are required to be based on amortized cost and reflect losses expected over the remaining contractual life of the asset. Management is expected to consider any available information relevant to assessing the collectability of contractual cash flows, such as information about past events, current conditions, voluntary prepayments and reasonable and supportable forecasts, when developing expected credit loss estimates.

In addition to the new framework for calculating the ALLL, this update requires allowances for available-for-sale debt securities rather than a reduction of the security's carrying amount under the current other-than-temporary impairment model. This update also simplifies the accounting model for purchased credit-impaired debt securities and loans and will require new and updated footnote disclosures.

The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for all entities for interim and annual reporting periods beginning after December 15, 2018. First Financial has formed a committee that is currently evaluating the impact of this update on its Consolidated Financial Statements.

In August 2016, the FASB issued an update (ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments) which may change how an entity classifies certain cash receipts and cash payments on its statement of cash flows to reduce diversity in practice. The update also provides guidance on when an entity should separate cash flows and classify them into more than one class and when an entity should classify the aggregate of those cash flows into a single class based on the predominance principle. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In January 2017, the FASB issued an update (ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business) which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update also provides a more robust framework to use in determining when a set of assets and activities is a business. The guidance in this ASU will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods, and should be applied prospectively on or after the effective date, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In January 2017, the FASB issued an update (ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment) which simplifies the subsequent measurement of goodwill by eliminating Step 2 from goodwill impairment testing. This update requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with any loss recognized not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, the update requires consideration of the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable, and eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The guidance in this ASU will become effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for goodwill impairment tests performed on testing dates after January 1, 2017. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In March 2017, the FASB issued an update (ASU 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost) which requires disaggregation of the service cost component from the other components of net benefit cost. This update also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance in this ASU will become effective for annual periods beginning after December 15, 2017, with early adoption permitted. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements, but will result in updated disclosures.

In March 2017, the FASB issued an update (ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities) which amends the amortization period for certain purchased callable debt securities held at a premium and shortens the amortization period for the premium to the earliest call date rather than as an adjustment of yield over the contractual life of the instrument. This update more closely aligns the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities, as in most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates (that is, the security is trading at a premium) and price securities to maturity when the coupon is below market rates (that is, the security is trading at a discount) in anticipation that the borrower will act in its economic best interest in an attempt to more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. The guidance in this ASU will become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. First Financial is currently evaluating the impact of this update on its Consolidated Financial Statements.

In May 2017, the FASB issued an update (ASU 2017-09, Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting), which provides clarity and reduces the diversity in practice, cost and complexity when accounting for a change to the terms or conditions of a share-based payment award. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718 clarifying that an entity will not apply modification accounting to a share-based payment award if the award's fair value (or calculated value or intrinsic value), vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. The guidance in this ASU will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted and will be applied prospectively to an award modified on or after the adoption date. First Financial does not anticipate this update will have a material impact on its Consolidated Financial Statements.

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INVESTMENTS

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

INVESTMENTS

For the three months ending June 30, 2017, proceeds on the sale of $103.4 million of available-for-sale securities resulted in gains of $1.0 million and losses of $0.1 million. For the comparable quarter in 2016, proceeds on the sale of $64.8 million of available-for-sale securities resulted in gains of $24 thousand and losses of $0.2 million.

For the six months ended June 30, 2017, proceeds on the sale of $125.6 million of available-for-sale securities resulted in gains of $1.5 million and losses of $0.1 million. For the six months ended June 30, 2016, proceeds on the sale of $107.5 million of available-for-sale securities resulted in gains of $0.3 million and $0.5 million of losses.

The following is a summary of held-to-maturity and available-for-sale investment securities as of June 30, 2017:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	0		$	98
Securities of U.S. government agencies and corporations	12,130		28		(17		)	12,141		16,967		159		0			17,126
Mortgage-backed securities - residential	181,553		1,996		(1,338		)	182,211		262,052		1,140		(2,019		)	261,173
Mortgage-backed securities - commercial	261,739		3,156		(1,912		)	262,983		157,138		682		(412		)	157,408
Collateralized mortgage obligations	165,625		1,138		(1,083		)	165,680		324,712		1,289		(1,609		)	324,392
Obligations of state and other political subdivisions	75,222		884		(399		)	75,707		122,511		2,206		(889		)	123,828
Asset-backed securities	0		0		0			0		327,564		1,717		(504		)	328,777
Other securities	0		0		0			0		84,335		1,748		(307		)	85,776
Total	$	696,269	$	7,202	$	(4,749	)	$	698,722	$	1,295,377	$	8,941	$	(5,740	)	$	1,298,578

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2016:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	(1	)	$	97
Securities of U.S. government agencies and corporations	13,011		0		(110		)	12,901		7,056		0		(40		)	7,016
Mortgage-backed securities - residential	205,522		1,740		(1,166		)	206,096		184,960		1,175		(2,740		)	183,395
Mortgage-backed securities - commercial	278,728		3,254		(1,817		)	280,165		154,239		188		(826		)	153,601
Collateralized mortgage obligations	195,408		1,125		(1,476		)	195,057		232,701		634		(2,321		)	231,014
Obligations of state and other political subdivisions	70,585		117		(1,346		)	69,356		96,934		1,461		(1,514		)	96,881
Asset-backed securities	0		0		0			0		322,708		517		(2,013		)	321,212
Other securities	0		0		0			0		46,641		741		(728		)	46,654
Total	$	763,254	$	6,236	$	(5,915	)	$	763,575	$	1,045,337	$	4,716	$	(10,183	)	$	1,039,870

The following table provides a summary of investment securities by contractual maturity as of June 30, 2017, except for residential and commercial mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which are shown as single totals, due to the unpredictability of the timing in principal repayments.

	Held-to-maturity				Available-for-sale
(Dollars in thousands)	Amortized cost		Fair value		Amortized cost		Fair value
By Contractual Maturity:
Due in one year or less	$	170	$	170	$	2,236	$	2,238
Due after one year through five years	3,657		3,660		25,504		25,743
Due after five years through ten years	2,691		2,790		73,547		75,012
Due after ten years	80,834		81,228		122,624		123,835
Mortgage-backed securities - residential	181,553		182,211		262,052		261,173
Mortgage-backed securities - commercial	261,739		262,983		157,138		157,408
Collateralized mortgage obligations	165,625		165,680		324,712		324,392
Asset-backed securities	0		0		327,564		328,777
Total	$	696,269	$	698,722	$	1,295,377	$	1,298,578

Gains and losses on debt securities are generally due to fluctuations in current market yields relative to the yields of the debt securities at their amortized cost. All securities with unrealized losses are reviewed quarterly to determine if any impairment is considered other than temporary, requiring a write-down to fair value. First Financial considers the percentage loss on a security, duration of the loss, average life or duration of the security, credit rating of the security and payment performance, as well as the Company's intent and ability to hold the security to maturity, when determining whether any impairment is other than temporary. At this time First Financial does not intend to sell, and it is not more likely than not that the Company will be required to sell, debt securities temporarily impaired prior to maturity or recovery of the recorded value. First Financial had no other than temporary impairment related to its investment securities portfolio as of June 30, 2017 or December 31, 2016.

As of June 30, 2017, the Company's investment securities portfolio consisted of 761 securities, of which 197 were in an unrealized loss position. As of December 31, 2016, the Company's investment securities portfolio consisted of 706 securities, of which 255 securities were in an unrealized loss position.

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous loss position:

	June 30, 2017
	Less than 12 months					12 months or more					Total
(Dollars in thousands)	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
Securities of U.S. Government agencies and corporations	$	6,281	$	(17	)	$	0	$	0		$	6,281	$	(17	)
Mortgage-backed securities - residential	201,854		(3,077		)	9,021		(280		)	210,875		(3,357		)
Mortgage-backed securities - commercial	94,052		(1,059		)	60,816		(1,265		)	154,868		(2,324		)
Collateralized mortgage obligations	193,840		(1,454		)	45,729		(1,238		)	239,569		(2,692		)
Obligations of state and other political subdivisions	79,823		(1,006		)	14,664		(282		)	94,487		(1,288		)
Asset-backed securities	14,147		(89		)	30,621		(415		)	44,768		(504		)
Other securities	10,680		(134		)	2,472		(173		)	13,152		(307		)
Total	$	600,677	$	(6,836	)	$	163,323	$	(3,653	)	$	764,000	$	(10,489	)

	December 31, 2016
	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	value		loss			value		loss			value		loss
U.S. Treasuries	$	97	$	(1	)	$	0	$	0		$	97	$	(1	)
Securities of U.S. Government agencies and corporations	19,917		(150		)	0		0			19,917		(150		)
Mortgage-backed securities - residential	180,654		(3,621		)	9,890		(285		)	190,544		(3,906		)
Mortgage-backed securities - commercial	123,122		(1,200		)	65,007		(1,443		)	188,129		(2,643		)
Collateralized mortgage obligations	201,305		(2,882		)	42,314		(915		)	243,619		(3,797		)
Obligations of state and other political subdivisions	94,632		(2,710		)	12,023		(150		)	106,655		(2,860		)
Asset-backed securities	116,057		(764		)	92,629		(1,249		)	208,686		(2,013		)
Other securities	7,746		(237		)	21,357		(491		)	29,103		(728		)
Total	$	743,530	$	(11,565	)	$	243,220	$	(4,533	)	$	986,750	$	(16,098	)

For further detail on the fair value of investment securities, see Note 14 – Fair Value Disclosures.

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LOANS AND LEASES

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

LOANS AND LEASES

LOANS AND LEASES

First Financial offers clients a variety of commercial and consumer loan and lease products with distinct interest rates and payment terms. Lending activities are primarily concentrated in states where the Bank currently operates banking centers (Ohio, Indiana and Kentucky). Additionally, First Financial has two national lending platforms, one that provides equipment and leasehold improvement financing for franchisees in the quick service and casual dining restaurant sector and another that provides loans secured by commissions and cash collateral accounts primarily to insurance agents and brokers. Commercial loan categories include commercial and industrial, commercial real estate, construction real estate and lease financing. Consumer loan categories include residential real estate, home equity, installment and credit card.

Credit Quality. To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ALLL, First Financial utilizes the following categories of credit grades:

Pass - Higher quality loans that do not fit any of the other categories described below.

Special Mention - First Financial assigns a special mention rating to loans and leases with potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in First Financial's credit position at some future date.

Substandard - First Financial assigns a substandard rating to loans or leases that are inadequately protected by the current sound financial worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans and leases have well-defined weaknesses that jeopardize repayment of the debt. Substandard loans and leases are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not addressed.

Doubtful - First Financial assigns a doubtful rating to loans and leases with all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage and strengthening of the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

The credit grades previously described are derived from standard regulatory rating definitions and are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

First Financial considers repayment performance to be the best indicator of credit quality for consumer loans. Consumer loans that have principal and interest payments that are past due by 90 days or more are generally classified as nonperforming. Additionally, consumer loans that have been modified in a TDR are classified as nonperforming. Purchased impaired loans are not classified as nonperforming assets as the loans are considered to be performing under FASB ASC Topic 310-30.

Commercial and consumer credit exposure by risk attribute was as follows:

	As of June 30, 2017
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,767,573	$	442,021	$	2,414,945	$	87,875	$	4,712,414
Special Mention	27,225		0		11,096		65		38,386
Substandard	29,791		1,091		45,614		212		76,708
Doubtful	0		0		0		0		0
Total	$	1,824,589	$	443,112	$	2,471,655	$	88,152	$	4,827,508

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	481,770	$	460,362	$	47,329	$	44,139	$	1,033,600
Nonperforming	8,628		3,704		325		0		12,657
Total	$	490,398	$	464,066	$	47,654	$	44,139	$	1,046,257

	As of December 31, 2016
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,725,451	$	398,155	$	2,349,662	$	92,540	$	4,565,808
Special Mention	18,256		1,258		15,584		108		35,206
Substandard	38,241		21		62,331		460		101,053
Doubtful	0		0		0		0		0
Total	$	1,781,948	$	399,434	$	2,427,577	$	93,108	$	4,702,067

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	491,380	$	456,314	$	50,202	$	43,408	$	1,041,304
Nonperforming	9,600		4,074		437		0		14,111
Total	$	500,980	$	460,388	$	50,639	$	43,408	$	1,055,415

Delinquency. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the date of the scheduled payment.

Loan delinquency, including loans classified as nonaccrual, was as follows:

	As of June 30, 2017
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	6,705	$	255	$	4,336	$	11,296	$	1,809,190	$	1,820,486	$	4,103	$	1,824,589	$	0
Lease financing	199		0		0		199		87,953		88,152		0		88,152		0
Construction real estate	0		0		1,075		1,075		441,520		442,595		517		443,112		0
Commercial real estate	1,047		1,281		9,234		11,562		2,392,126		2,403,688		67,967		2,471,655		0
Residential real estate	78		635		3,521		4,234		443,491		447,725		42,673		490,398		0
Home equity	431		157		885		1,473		459,495		460,968		3,098		464,066		0
Installment	87		142		268		497		46,364		46,861		793		47,654		0
Credit card	274		119		124		517		43,622		44,139		0		44,139		124
Total	$	8,821	$	2,589	$	19,443	$	30,853	$	5,723,761	$	5,754,614	$	119,151	$	5,873,765	$	124

	As of December 31, 2016
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	1,257	$	208	$	1,339	$	2,804	$	1,773,939	$	1,776,743	$	5,205	$	1,781,948	$	0
Lease financing	137		0		115		252		92,856		93,108		0		93,108		0
Construction real estate	0		0		0		0		398,877		398,877		557		399,434		0
Commercial real estate	777		134		5,589		6,500		2,339,327		2,345,827		81,750		2,427,577		2,729
Residential real estate	821		37		2,381		3,239		450,631		453,870		47,110		500,980		0
Home equity	195		145		1,776		2,116		456,143		458,259		2,129		460,388		0
Installment	24		1		258		283		49,058		49,341		1,298		50,639		0
Credit card	457		177		142		776		42,632		43,408		0		43,408		142
Total	$	3,668	$	702	$	11,600	$	15,970	$	5,603,463	$	5,619,433	$	138,049	$	5,757,482	$	2,871

Nonaccrual. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the continued failure to adhere to contractual payment terms by the borrower, coupled with other pertinent factors. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued but unpaid interest is reversed. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan classified as nonaccrual may return to accrual status if collection of future principal and interest payments is no longer doubtful.

Purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period provision for loan and lease losses or prospective yield adjustments.

Troubled Debt Restructurings. A loan modification is considered a TDR when the borrower is experiencing financial difficulty and concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization, including interest-only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is managed by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement.

First Financial had 229 TDRs totaling $29.6 million at June 30, 2017, including $20.1 million on accrual status and $9.4 million classified as nonaccrual. First Financial had $0.2 million of commitments outstanding to lend additional funds to borrowers whose loan terms have been modified through TDRs, and the ALLL included reserves of $1.1 million related to TDRs at June 30, 2017. For the three months ended June 30, 2017 and 2016, the Company charged off $0.1 million and $0.3 million, respectively, for the portion of TDRs determined to be uncollectible. For the six months ended June 30, 2017 and 2016, First Financial charged off $0.1 million and $0.5 million respectively, for the portion of TDRs determined to be uncollectible. Additionally, as of June 30, 2017, approximately $13.8 million of accruing TDRs have been performing in accordance with the restructured terms for more than one year.

First Financial had 247 TDRs totaling $35.4 million at December 31, 2016, including $30.2 million of loans on accrual status and $5.1 million classified as nonaccrual. First Financial had $0.9 million of commitments outstanding to lend additional funds to borrowers whose loan terms had been modified through TDRs. At December 31, 2016, the ALLL included reserves of $1.9 million related to TDRs, and $22.6 million of the accruing TDRs had been performing in accordance with the restructured terms for more than one year.

The following tables provide information on loan modifications classified as TDRs during the three and six months ended June 30, 2017 and 2016:

	Three months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	4	$	2,177	$	2,183	2	$	44	$	35
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		9	1,468		1,040
Residential real estate	0	0		0		0	0		0
Home equity	0	0		0		0	0		0
Installment	0	0		0		1	2		2
Total	10	$	3,683	$	3,632	12	$	1,514	$	1,077
	Six months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	6	$	5,679	$	5,624	10	$	2,127	$	2,130
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		10	1,510		1,082
Residential real estate	0	0		0		2	282		247
Home equity	0	0		0		4	149		140
Installment	0	0		0		3	9		9
Total	12	$	7,185	$	7,073	29	$	4,077	$	3,608

The following table provides information on how TDRs were modified during the three and six months ended June 30, 2017 and 2016:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Extended maturities	$	2,587	$	35	$	3,261	$	521
Adjusted interest rates	0		0		2,767		0
Combination of rate and maturity changes	180		0		180		162
Forbearance	827		88		827		88
Other (1)	38		954		38		2,837
Total	$	3,632	$	1,077	$	7,073	$	3,608

⁽¹⁾ Includes covenant modifications and other concessions, or combination of concessions, that do not consist of interest rate adjustments, forbearance and maturity extensions

First Financial considers repayment performance as an indication of the effectiveness of the Company's loan modifications. Borrowers that are 90 days or more past due on any principal or interest payments, or who prematurely terminate a restructured loan agreement without paying off the contractual principal balance (for example, in a deed-in-lieu arrangement), are considered to be in payment default of the terms of the TDR agreement.

There were no TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification for the three months ended June 30, 2017 and 2016, respectively. There were no TDRs for which there was a payment default during the period that occurred within twelve months of the loan modification for the six months ended June 30, 2017. For the six months ended June 30, 2016, there were four TDRS with balances of $0.3 million, for which there was a payment default during the period that occurred within twelve months of the loan modification.

Impaired Loans. Loans classified as nonaccrual and loans modified as TDRs are considered impaired. The following table provides information on impaired loans, excluding purchased impaired loans:

(Dollars in thousands)	June 30, 2017		December 31, 2016
Impaired loans
Nonaccrual loans (1)
Commercial and industrial	$	15,099	$	2,419
Lease financing	94		195
Construction real estate	1,075		0
Commercial real estate	12,617		6,098
Residential real estate	4,442		5,251
Home equity	2,937		3,400
Installment	307		367
Credit card	0		0
Nonaccrual loans (1)	36,571		17,730
Accruing troubled debt restructurings	20,135		30,240
Total impaired loans	$	56,706	$	47,970

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $9.4 million and $5.1 million as of June 30, 2017 and December 31, 2016, respectively.

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Interest income effect on impaired loans
Gross amount of interest that would have been recorded under original terms	$	1,158	$	714	$	1,974	$	1,468
Interest included in income
Nonaccrual loans	163		96		305		172
Troubled debt restructurings	169		209		395		441
Total interest included in income	332		305		700		613
Net impact on interest income	$	826	$	409	$	1,274	$	855

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan TDRs greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Specific allowances are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

First Financial's investment in impaired loans was as follows:

	As of June 30, 2017						As of December 31, 2016
(Dollars in thousands)	Current balance		Contractual principal balance		Related allowance		Current balance		Contractual principal balance		Related allowance
Loans with no related allowance recorded
Commercial and industrial	$	15,315	$	18,938	$	0	$	12,134	$	12,713	$	0
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	23,285		26,082		0		12,232		14,632		0
Residential real estate	7,557		8,844		0		8,412		9,648		0
Home equity	3,603		4,750		0		3,973		5,501		0
Installment	325		497		0		437		603		0
Total	51,254		60,280		0		37,383		43,292		0
Loans with an allowance recorded
Commercial and industrial	3,484		3,484		2,443		1,069		1,071		550
Lease financing	0		0		0		0		0		0
Construction real estate	0		0		0		0		0		0
Commercial real estate	796		796		124		8,228		8,277		593
Residential real estate	1,071		1,075		160		1,189		1,189		179
Home equity	101		101		2		101		101		2
Installment	0		0		0		0		0		0
Total	5,452		5,456		2,729		10,587		10,638		1,324
Total
Commercial and industrial	18,799		22,422		2,443		13,203		13,784		550
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	24,081		26,878		124		20,460		22,909		593
Residential real estate	8,628		9,919		160		9,601		10,837		179
Home equity	3,704		4,851		2		4,074		5,602		2
Installment	325		497		0		437		603		0
Total	$	56,706	$	65,736	$	2,729	$	47,970	$	53,930	$	1,324

First Financial's average impaired loans by class and interest income recognized by class was as follows:

	Three months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	17,198	$	87	$	13,022	$	75
Lease financing	98		1		109		1
Construction real estate	1,075		0		0		0
Commercial real estate	25,465		144		14,924		91
Residential real estate	7,605		46		7,405		49
Home equity	3,926		27		5,176		21
Installment	357		1		378		2
Total	55,724		306		41,014		239
Loans with an allowance recorded
Commercial and industrial	2,301		11		1,064		9
Lease financing	0		0		535		8
Construction real estate	0		0		0		0
Commercial real estate	658		8		7,034		40
Residential real estate	1,126		6		1,470		8
Home equity	101		1		101		1
Installment	0		0		0		0
Total	4,186		26		10,204		66
Total
Commercial and industrial	19,499		98		14,086		84
Lease financing	98		1		644		9
Construction real estate	1,075		0		0		0
Commercial real estate	26,123		152		21,958		131
Residential real estate	8,731		52		8,875		57
Home equity	4,027		28		5,277		22
Installment	357		1		378		2
Total	$	59,910	$	332	$	51,218	$	305

	Six months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	15,607	$	196	$	14,154	$	149
Lease financing	149		2		113		1
Construction real estate	538		0		0		0
Commercial real estate	19,939		304		15,383		161
Residential real estate	8,032		92		7,419		95
Home equity	4,111		51		5,231		42
Installment	413		3		336		3
Total	48,789		648		42,636		451
Loans with an allowance recorded
Commercial and industrial	1,094		24		1,040		18
Lease financing	0		0		357		8
Construction real estate	0		0		0		0
Commercial real estate	4,374		13		7,473		117
Residential real estate	1,185		13		1,496		17
Home equity	101		2		101		2
Installment	0		0		0		0
Total	6,754		52		10,467		162
Total
Commercial and industrial	16,701		220		15,194		167
Lease financing	149		2		470		9
Construction real estate	538		0		0		0
Commercial real estate	24,313		317		22,856		278
Residential real estate	9,217		105		8,915		112
Home equity	4,212		53		5,332		44
Installment	413		3		336		3
Total	$	55,543	$	700	$	53,103	$	613

OREO. OREO consists of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans.

Changes in OREO were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Balance at beginning of period	$	5,300		$	11,939		$	6,284		$	13,254
Additions
Commercial and industrial	50			102			172			888
Residential real estate	1,913			169			2,078			291
Total additions	1,963			271			2,250			1,179
Disposals
Commercial and industrial	(682		)	(1,893		)	(1,607		)	(2,093		)
Residential real estate	(448		)	(244		)	(685		)	(2,079		)
Total disposals	(1,130		)	(2,137		)	(2,292		)	(4,172		)
Valuation adjustment
Commercial and industrial	(116		)	(29		)	(162		)	(146		)
Residential real estate	(56		)	(13		)	(119		)	(84		)
Total valuation adjustment	(172		)	(42		)	(281		)	(230		)
Balance at end of period	$	5,961		$	10,031		$	5,961		$	10,031

The preceding table includes OREO subject to loss sharing agreements of $0.7 million and $0.1 million at June 30, 2017 and 2016, respectively.

FDIC indemnification asset. The FDIC indemnification asset results from the loss sharing agreements entered into in conjunction with First Financial's FDIC-assisted transactions, and represents expected reimbursements from the FDIC for losses on covered assets. First Financial's FDIC indemnification asset balance was $9.6 million and $12.0 million as of June 30, 2017 and December 31, 2016, respectively.

The accounting for the FDIC indemnification asset is closely related to the accounting for the underlying, indemnified assets as well as the on-going assessment of the collectibility of the indemnification asset. The primary activities impacting the FDIC indemnification asset are FDIC claims, amortization, FDIC loss sharing income and accelerated discount. For a detailed discussion on the indemnification asset, please refer to the Loans and Leases Note in the 2016 Form 10-K.

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ALLOWANCE FOR LOAN AND LEASE LOSSES

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

ALLOWANCE FOR LOAN AND LEASE LOSSES

ALLOWANCE FOR LOAN AND LEASE LOSSES

Loans and leases. Management maintains the ALLL at a level that it considers sufficient to absorb probable incurred loan and lease losses inherent in the portfolio. Management determines the adequacy of the ALLL based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay, including the timing of future payments.

The ALLL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

Covered/formerly covered loans. The majority of covered/formerly covered loans are purchased impaired loans, whereby First Financial is required to periodically re-estimate the expected cash flows on the loans. First Financial updated the valuations related to covered/formerly covered loans during the second quarter of 2017.

Changes in the allowance for loan and lease losses were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Changes in the allowance for loan and lease losses on loans, excluding covered/formerly covered loans
Balance at beginning of period	$	48,807		$	44,375		$	49,422		$	43,149
Provision for loan and lease losses	1,508			3,760			2,989			5,495
Loans charged-off	(3,936		)	(2,049		)	(6,450		)	(3,416		)
Recoveries	1,972			845			2,390			1,703
Balance at end of period	$	48,351		$	46,931		$	48,351		$	46,931
Changes in the allowance for loan and lease losses on covered/formerly covered loans
Balance at beginning of period	$	7,519		$	9,357		$	8,539		$	10,249
Provision for loan and lease losses	(1,041		)	277			(2,155		)	197
Loans charged-off	(562		)	(653		)	(798		)	(1,728		)
Recoveries	606			796			936			1,059
Balance at end of period	$	6,522		$	9,777		$	6,522		$	9,777
Changes in the allowance for loan and lease losses
Balance at beginning of period	$	56,326		$	53,732		$	57,961		$	53,398
Provision for loan and lease losses	467			4,037			834			5,692
Loans charged-off	(4,498		)	(2,702		)	(7,248		)	(5,144		)
Recoveries	2,578			1,641			3,326			2,762
Balance at end of period	$	54,873		$	56,708		$	54,873		$	56,708

Changes in the allowance for loan and lease losses by loan category were as follows:

	Three months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	17,148		$	616		$	3,607		$	23,745		$	5,485		$	3,774		$	419		$	1,532		$	56,326
Provision for loan and lease losses	3,537			(67		)	(280		)	(2,941		)	(305		)	526			19			(22		)	467
Gross charge-offs	(3,065		)	0			0			(485		)	(223		)	(384		)	(126		)	(215		)	(4,498		)
Recoveries	693			1			89			1,398			59			222			43			73			2,578
Total net charge-offs	(2,372		)	1			89			913			(164		)	(162		)	(83		)	(142		)	(1,920		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416		$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873

	Three months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	18,170		$	866	$	2,272		$	22,416		$	4,040		$	3,976		$	354		$	1,638		$	53,732
Provision for loan and lease losses	2,572			1,014		447			1,283			(801		)	(707		)	(3		)	232			4,037
Loans charged off	(265		)	0		(28		)	(1,596		)	(28		)	(398		)	(30		)	(357		)	(2,702		)
Recoveries	420			1		202			681			81			131			62			63			1,641
Total net charge-offs	155			1		174			(915		)	53			(267		)	32			(294		)	(1,061		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708

	Six months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	19,225		$	716		$	3,282	$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Provision for loan and lease losses	2,941			(167		)	45		(5,507		)	2,024			1,331			28			139			834
Loans charged off	(4,808		)	0			0		(970		)	(284		)	(564		)	(175		)	(447		)	(7,248		)
Recoveries	955			1			89		1,654			68			328			114			117			3,326
Total net charge-offs	(3,853		)	1			89		684			(216		)	(236		)	(61		)	(330		)	(3,922		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
	As of June 30, 2017
							Real Estate
	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	2,443		$	0		$	0	$	124		$	160		$	2		$	0		$	0		$	2,729
Collectively evaluated for impairment	15,870			550			3,416		21,593			4,856			4,136			355			1,368			52,144
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
Loans
Individually evaluated for impairment	$	18,799		$	94		$	1,075	$	24,081		$	8,628		$	3,704		$	325		$	0		$	56,706
Collectively evaluated for impairment	1,805,790			88,058			442,037		2,447,574			481,770			460,362			47,329			44,139			5,817,059
Total loans	$	1,824,589		$	88,152		$	443,112	$	2,471,655		$	490,398		$	464,066		$	47,654		$	44,139		$	5,873,765

	Six months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	16,995		$	821	$	1,810		$	23,656		$	4,014		$	3,943		$	386		$	1,773		$	53,398
Provision for loan and lease losses	4,004			1,059		886			863			(793		)	(522		)	(61		)	256			5,692
Loans charged off	(744		)	0		(31		)	(2,858		)	(73		)	(738		)	(103		)	(597		)	(5,144		)
Recoveries	642			1		228			1,123			144			319			161			144			2,762
Total net charge-offs	(102		)	1		197			(1,735		)	71			(419		)	58			(453		)	(2,382		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708
	As of December 31, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	550		$	0	$	0		$	593		$	179		$	2		$	0		$	0		$	1,324
Collectively evaluated for impairment	18,675			716		3,282			25,947			3,029			3,041			388			1,559			56,637
Ending allowance for loan and lease losses	$	19,225		$	716	$	3,282		$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Loans
Individually evaluated for impairment	$	13,203		$	195	$	0		$	20,460		$	9,601		$	4,074		$	437		$	0		$	47,970
Collectively evaluated for impairment	1,768,745			92,913		399,434			2,407,117			491,379			456,314			50,202			43,408			5,709,512
Total loans	$	1,781,948		$	93,108	$	399,434		$	2,427,577		$	500,980		$	460,388		$	50,639		$	43,408		$	5,757,482

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill. Assets and liabilities acquired in a business combination are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill. First Financial had goodwill of $204.1 million as of June 30, 2017 and December 31, 2016, respectively, and recorded no additional goodwill during 2017 or 2016.

Goodwill is not amortized, but is evaluated for impairment on an annual basis as of October 1 of each year, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.  First Financial performed its most recent annual impairment test as of October 1, 2016 and no impairment was indicated.  As of June 30, 2017, no events or changes in circumstances indicated that the fair value of a reporting unit was below its carrying value.

Other intangible assets. As of June 30, 2017 and December 31, 2016, First Financial had $6.0 million and $6.5 million, respectively, of other intangible assets, which primarily consist of core deposit intangibles and are included in Goodwill and other intangibles in the Consolidated Balance Sheets.  Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships. Core deposit intangibles are recorded at fair value on the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives. Core deposit intangibles were $3.9 million and $4.5 million as of June 30, 2017 and December 31, 2016, respectively. First Financial's core deposit intangibles have an estimated weighted average remaining life of 4.3 years. Amortization expense recognized on intangible assets for the three months ended June 30, 2017 and 2016 was $0.3 million and $0.4 million, respectively. Amortization expense recognized on intangible assets for the six months ended June 30, 2017 and 2016 was $0.7 million and $0.8 million, respectively.

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BORROWINGS

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS

Short-term borrowings on the Consolidated Balance Sheets include repurchase agreements utilized for corporate sweep accounts with cash management account agreements in place, overnight advances from the FHLB and a short-term line of credit. All repurchase agreements are subject to terms and conditions of repurchase/security agreements between the Bank and the client. To secure it's liability to the client, the Bank is authorized to sell or repurchase U.S. Treasury, government agency and mortgage-backed securities.

First Financial had $1.0 billion in short-term borrowings with the FHLB at June 30, 2017 and $687.7 million as of December 31, 2016. These short-term borrowings are used to manage normal liquidity needs and support the Company's asset and liability management strategies.

First Financial has a $15.0 million short-term credit facility with an unaffiliated bank that matures on May 29, 2018. This facility can have a variable or fixed interest rate and provides First Financial additional liquidity, if needed, for various corporate activities, including the repurchase of First Financial common stock and the payment of dividends to shareholders. As of June 30, 2017 and December 31, 2016, there was no outstanding balance. The credit agreement requires First Financial to comply with certain covenants including those related to asset quality and capital levels, and First Financial was in compliance with all covenants associated with this facility as of June 30, 2017 and December 31, 2016.

In 2015, First Financial issued $120.0 million of subordinated notes, which have a fixed interest rate of 5.125% payable semiannually and mature on August 25, 2025. These notes are not redeemable by the Company, or callable by the holders of the notes prior to maturity. The subordinated notes are treated as Tier 2 capital for regulatory capital purposes and are included in Long-term debt on the Consolidated Balance Sheets.

Long-term debt also includes $0.3 million and $0.4 million of FHLB long-term advances as of June 30, 2017 and December 31, 2016, respectively. These instruments are primarily utilized to reduce overnight liquidity risk and to mitigate interest rate sensitivity on the Consolidated Balance Sheets.

The following is a summary of First Financial's long-term debt:

	June 30, 2017					December 31, 2016
(Dollars in thousands)	Amount			Average rate		Amount			Average rate
Subordinated debt	$	120,000		5.13	%	$	120,000		5.13	%
Unamortized debt issuance costs	(1,449		)	N/A		(1,537		)	N/A
FHLB borrowings	343			1.46	%	351			1.43	%
Capital loan with municipality	775			0.00	%	775			0.00	%
Total long-term debt	$	119,669		5.14	%	$	119,589		5.15	%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Shareholders’ equity is affected by transactions and valuations of asset and liability positions that require adjustments to accumulated other comprehensive income (loss).  The related tax effects allocated to other comprehensive income and reclassifications out of accumulated other comprehensive income (loss) are as follows:

	Three months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,170	$	838		$	6,332	$	(2,256	)	$	4,076	$	(3,062	)	$	4,076	$	1,014
Unrealized gain (loss) on derivatives	202		0			202		(74		)	128		(963		)	128		(835		)
Retirement obligation	0		(335		)	335		(122		)	213		(22,614		)	213		(22,401		)
Total	$	7,372	$	503		$	6,869	$	(2,452	)	$	4,417	$	(26,639	)	$	4,417	$	(22,222	)

	Three months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,877	$	(188	)	$	8,065	$	(2,873	)	$	5,192	$	2,110		$	5,192	$	7,302
Unrealized gain (loss) on derivatives	203		0			203		(75		)	128		(1,471		)	128		(1,343		)
Retirement obligation	0		(317		)	317		(116		)	201		(23,848		)	201		(23,647		)
Total	$	8,080	$	(505	)	$	8,585	$	(3,064	)	$	5,521	$	(23,209	)	$	5,521	$	(17,688	)

	Six months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	10,002	$	1,354		$	8,648	$	(3,085	)	$	5,563	$	(4,549	)	$	5,563	$	1,014
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,091		)	256		(835		)
Retirement obligation	0		(670		)	670		(268		)	402		(22,803		)	402		(22,401		)
Total	$	10,407	$	684		$	9,723	$	(3,502	)	$	6,221	$	(28,443	)	$	6,221	$	(22,222	)

	Six months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	18,852	$	(164	)	$	19,016	$	(6,781	)	$	12,235	$	(4,933	)	$	12,235	$	7,302
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,599		)	256		(1,343		)
Retirement obligation	0		(634		)	634		(233		)	401		(24,048		)	401		(23,647		)
Total	$	19,257	$	(798	)	$	20,055	$	(7,163	)	$	12,892	$	(30,580	)	$	12,892	$	(17,688	)

The following table presents the activity reclassified from accumulated other comprehensive income into income during the three and six month periods ended June 30, 2017 and 2016, respectively:

	Amount reclassified from accumulated other comprehensive income (1)
	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016			Affected Line Item in the Consolidated Statements of Income
Realized gains and losses on securities available-for-sale	$	838		$	(188	)	$	1,354		$	(164	)	Net gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost (2)	104			104			207			207			Salaries and employee benefits
Recognized net actuarial loss (2)	(439		)	(421		)	(877		)	(841		)	Salaries and employee benefits
Defined benefit pension plan total	(335		)	(317		)	(670		)	(634		)
Total reclassifications for the period, before tax	$	503		$	(505	)	$	684		$	(798	)

⁽¹⁾ Negative amounts are reductions to net income.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 12 - Employee Benefit Plans for additional details).

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DERIVATIVES

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

First Financial uses certain derivative instruments, including interest rate caps, floors and swaps, to meet the needs of its clients while managing the interest rate risk associated with certain transactions.  First Financial does not use derivatives for speculative purposes.

First Financial primarily utilizes interest rate swaps as a means to offer borrowers credit-based products that meet their needs. First Financial may also utilize interest rate swaps to manage the interest rate risk profile of the Company.

Interest rate payments are exchanged with counterparties based on the notional amount established in the interest rate agreement. As only interest rate payments are exchanged, the cash requirements and credit risk associated with interest rate swaps are significantly less than the notional amount and the Company’s credit risk exposure is limited to the market value of the instruments. First Financial manages this market value credit risk through counterparty credit policies, which require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million. The Company is currently below all single counterparty and portfolio limits.

At June 30, 2017, the Company had a total counterparty notional amount outstanding of $711.5 million, spread among ten counterparties, with an outstanding liability from these contracts of $3.7 million. At December 31, 2016, the Company had a total counterparty notional amount outstanding of $677.8 million, spread among ten counterparties, with an outstanding liability from these contracts of $5.2 million.

First Financial’s exposure to credit loss, in the event of nonperformance by a borrower, is limited to the market value of the derivative instrument associated with that borrower. First Financial monitors its derivative credit exposure to borrowers by monitoring the creditworthiness of the related loan customers through the normal credit review processes the Company performs on all borrowers. Additionally, the Company monitors derivative credit risk exposure related to problem loans through the Company's ALLL committee. First Financial considers the market value of a derivative instrument to be part of the carrying value of the related loan for these purposes as the borrower is contractually obligated to pay First Financial this amount in the event the derivative contract is terminated.

Client Derivatives. First Financial utilizes interest rate swaps as a means to offer commercial borrowers fixed rate funding while providing the Company with floating rate assets.  The following table details the classification and amounts recognized in the Consolidated Balance Sheets for client derivatives:

		June 30, 2017							December 31, 2016
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance sheet classification	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Client derivatives - instruments associated with loans
Matched interest rate swaps with borrower	Accrued interest and other assets	$	711,489	$	9,090	$	(3,611	)	$	677,028	$	8,401	$	(4,158	)
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	711,489		3,611		(9,092		)	677,028		4,158		(8,429		)
Total		$	1,422,978	$	12,701	$	(12,703	)	$	1,354,056	$	12,559	$	(12,587	)

In connection with its use of derivative instruments, First Financial and its counterparties are required to post cash collateral to offset the market position of the derivative instruments under certain conditions. First Financial maintains the right to offset these derivative positions with the collateral posted against them by or with the relevant counterparties. First Financial classifies the derivative cash collateral outstanding with its counterparties as an adjustment to the fair value of the derivative contracts within Accrued interest and other assets or Accrued interest and other liabilities in the Consolidated Balance Sheets.

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	June 30, 2017							December 31, 2016
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets
Client derivatives
Matched interest rate swaps with counterparty	$	12,703	$	(5,309	)	$	7,394	$	12,587	$	(462	)	$	12,125

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at June 30, 2017:

							Weighted-average rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Client derivatives
Receive fixed, matched interest rate swaps with borrower	$	711,489	5.9	$	5,479		3.76	%	3.18	%
Pay fixed, matched interest rate swaps with counterparty	711,489		5.9	(5,481		)	3.18	%	3.76	%
Total client derivatives	$	1,422,978	5.9	$	(2	)	3.47	%	3.47	%

Credit Derivatives. In conjunction with participating interests in commercial loans, First Financial periodically enters into risk participation agreements with counterparties whereby First Financial assumes a portion of the credit exposure associated with an interest rate swap on the participated loan in exchange for a fee. Under these agreements, First Financial will make payments to the counterparty if the loan customer defaults on its obligation to perform under the interest rate swap contract with the counterparty. The total notional value of these agreements totaled $61.2 million as of June 30, 2017 and $64.9 million as of December 31, 2016. The fair value of these agreements was recorded in Accrued interest and other liabilities on the Consolidated Balance Sheets and was $21 thousand and $29 thousand at June 30, 2017 and December 31, 2016, respectively.

Mortgage Derivatives. First Financial enters into IRLCs and forward commitments for the future delivery of mortgage loans to third party investors, which are considered derivatives. When borrowers secure an IRLC with First Financial and the loan is intended to be sold, First Financial will enter into forward commitments for the future delivery of the loans to third party investors in order to hedge against the effect of changes in interest rates impacting IRLCs and loans held for sale. At June 30, 2017, the notional amount of the IRLCs was $24.8 million and the notional amount of forward commitments was $25.5 million. As of December 31, 2016, the notional amount of IRLCs was $13.2 million and the notional amount of forward commitments was $17.8 million. The fair value of these agreements was recorded on the Consolidated Balance Sheets in Accrued interest and other assets and was $0.1 million at June 30, 2017 and $0.2 million at December 31, 2016.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

 COMMITMENTS AND CONTINGENCIES

First Financial offers a variety of financial instruments including standby letters of credit and outstanding commitments to extend credit to assist clients in meeting their requirement for liquidity and credit enhancement. GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.

First Financial utilizes the same credit policies in issuing commitments and conditional obligations as it does for credit instruments recorded on the Consolidated Balance Sheets. First Financial’s exposure to credit loss in the event of nonperformance by the counterparty is represented by the contractual amounts of those instruments. First Financial utilizes the ALLL methodology to maintain a reserve that it considers sufficient to absorb probable incurred losses inherent in standby letters of credit and outstanding loan commitments and records the reserve within Accrued interest and other liabilities on the Consolidated Balance Sheets.

Loan commitments. Loan commitments are agreements to extend credit to a client, absent any violation of conditions established in the commitment agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.  First Financial had commitments outstanding to extend credit totaling $2.1 billion and $2.0 billion at June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017, loan commitments with a fixed interest rate totaled $112.0 million while commitments with variable interest rates totaled $1.9 billion. The fixed rate loan commitments have interest rates ranging from 0.00% to 21.00% and maturities ranging from 1 to 29 years.

Letters of credit. Letters of credit are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the client's contractual default to produce the contracted good or service to a third party.  First Financial issued letters of credit (including standby letters of credit) aggregating $26.6 million and $18.4 million at June 30, 2017 and December 31, 2016, respectively. Management conducts regular reviews of these instruments on an individual client basis.

Investments in affordable housing tax credits. First Financial has made investments in certain qualified affordable housing tax credits. These credits are an indirect federal subsidy that provide tax incentives to encourage investment in the development, acquisition and rehabilitation of affordable rental housing, and allow investors to claim tax credits and other tax benefits (such as deductions from taxable income for operating losses) on their federal income tax returns. The principal risk associated with qualified affordable housing investments is the potential for noncompliance with the tax code requirements, such as failure to rent property to qualified tenants, resulting in the unavailability or recapture of the tax credits and other tax benefits. Investments in affordable housing projects are accounted for under the proportional amortization method and are included in Accrued interest and other assets in the Consolidated Balance Sheets. First Financial's affordable housing commitments totaled $40.6 million and $32.7 million as of June 30, 2017 and December 31, 2016, respectively. The Company recognized tax credits of $0.8 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively. The Company recognized tax credits of $1.6 million and $1.1 million related to its investments in affordable housing projects for the six months ended June 30, 2017 and 2016, respectively. The Company recognized amortization expense which was included in income tax expense of $1.2 million and $0.8 million for the three months ended June 30, 2017 and 2016, respectively. The Company recognized amortization expense of $2.2 million and $1.4 million for the six months ended June 30, 2017 and 2016, respectively. First Financial had no affordable housing contingent commitments as of June 30, 2017 or December 31, 2016.

Investments in historic tax credits. First Financial has noncontrolling financial investments in private investment funds and partnerships which are not consolidated. These investments may generate a return through the realization of federal and state income tax credits, as well as other tax benefits, such as tax deductions from net operating losses of the investments over a period of time. Investments in historic tax credits are accounted for under the equity method of accounting and are carried in Accrued interest and other assets on the Consolidated Balance Sheets. The Company’s recorded investment in these entities was approximately $4.9 million at both June 30, 2017 and December 31, 2016. The maximum exposure to loss related to these investments was $13.7 million at June 30, 2017 and December 31, 2016, respectively, representing the Company’s investment balance and its unfunded commitments to invest additional amounts. Investments in historic tax credits resulted in $0.1 million of tax credits for each of the three months ended June 30, 2017 and 2016, respectively. Investments in historic tax credits resulted in $0.3 million of tax credits for each of the six months ended June 30, 2017 and June 30, 2016, respectively.

Contingencies/Litigation. First Financial and its subsidiaries are engaged in various matters of litigation, other assertions of improper or fraudulent loan practices or lending violations and other matters from time to time, and have a number of unresolved claims pending. Additionally, as part of the ordinary course of business, First Financial and its subsidiaries are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, challenges to security interests in collateral and foreclosure interests that are incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, First Financial believes that damages, if any, and other amounts relating to pending matters are not probable or cannot be reasonably estimated as of June 30, 2017. Reserves are established for these various matters of litigation, when appropriate, under FASB ASC Topic 450, Contingencies, based in part upon the advice of legal counsel. First Financial had no reserves related to litigation matters as of June 30, 2017 or December 31, 2016.

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INCOME TAXES

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

 INCOME TAXES

For the second quarter 2017, income tax expense was $11.2 million, resulting in an effective tax rate of 33.0% compared with income tax expense of $11.3 million and an effective tax rate of 33.4% for the comparable period in 2016. For the first six months of 2017, income tax expense was $21.7 million, resulting in an effective tax rate of 31.5% compared with $21.2 million and an effective tax rate of 33.3% for the comparable period in 2016. ASU 2016-09, Compensation-Stock Compensation Improvements to Employee Share-Based Payment Accounting, became effective during the first quarter of 2017 and requires the recognition of the income tax effects of share-based awards through the income statement as a component income tax expense. First Financial recorded a $45 thousand tax benefit as a result of share awards vesting and exercised during the second quarter of 2017 and $1.2 million during the first six months of 2017.

At December 31, 2016, First Financial had $2.4 million of unrecognized tax benefits, as determined in FASB ASC Topic 740-10, Income Taxes, that, if recognized, would favorably affect the effective income tax rate in future periods. The unrecognized tax benefits relate to state income tax exposures from taking tax positions where the Company believes it is likely that, upon examination, a state may take a position contrary to the position taken by the Company. The Company believes that resolution regarding our uncertain tax positions is reasonably possible within the next twelve months and could result in full, partial or no recognition of the benefit.

First Financial recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. At June 30, 2017 and December 31, 2016, the Company had no interest or penalties recorded.

First Financial and its subsidiaries are subject to U.S. federal income tax as well as state and local income tax in several jurisdictions.  Tax years prior to 2013 have been closed and are no longer subject to U.S. federal income tax examinations. Tax years 2013 through 2016 remain open to examination by the federal taxing authority.

First Financial is no longer subject to state and local income tax examinations for years prior to 2011.  Tax years 2011 through 2016 remain open to state and local examination in various jurisdictions.

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EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2017

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees and uses a December 31 measurement date for the plan. Plan assets were primarily invested in fixed income and publicly traded equity mutual funds. The pension plan does not directly own any shares of First Financial common stock or any other First Financial security or product.

First Financial made no cash contributions to fund the pension plan during the six months ended June 30, 2017, or the year ended December 31, 2016, and does not expect to make cash contributions to the plan through the remainder of 2017. As a result of the plan’s actuarial projections, First Financial recorded income of $0.3 million and $0.2 million for the quarters ended June 30, 2017 and 2016, respectively. First Financial recorded income of $0.6 million and $0.5 million for the six months ended June 30, 2017 and 2016, respectively.

The following table sets forth information concerning amounts recognized in First Financial’s Consolidated Statements of Income related to the Company's pension plan:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Service cost	$	1,239		$	1,309		$	2,477		$	2,617
Interest cost	589			581			1,178			1,162
Expected return on assets	(2,481		)	(2,432		)	(4,962		)	(4,863		)
Amortization of prior service cost	(104		)	(104		)	(207		)	(207		)
Net actuarial loss	439			421			877			841
Net periodic benefit (income) cost	$	(318	)	$	(225	)	$	(637	)	$	(450	)

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EARNINGS PER COMMON SHARE

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2017		2016		2017		2016
Numerator
Net income available to common shareholders	$	22,736	$	22,568	$	47,150	$	42,382
Denominator
Basic earnings per common share - weighted average shares	61,543,478		61,194,254		61,471,347		61,115,525
Effect of dilutive securities
Employee stock awards	625,031		763,206		649,706		734,493
Warrants	65,513		69,548		66,420		62,348
Diluted earnings per common share - adjusted weighted average shares	62,234,022		62,027,008		62,187,473		61,912,366
Earnings per share available to common shareholders
Basic	$	0.37	$	0.37	$	0.77	$	0.69
Diluted	$	0.37	$	0.36	$	0.76	$	0.68

Warrants to purchase 112,233 and 177,527 shares of the Company's common stock were outstanding as of June 30, 2017 and 2016, respectively. These warrants, each representing the right to purchase one share of common stock, no par value per share, have an exercise price of $12.12 and expire on December 23, 2018.

Stock options and warrants with exercise prices greater than the average market price of the common shares were not included in the computation of net income per diluted share, as they would have been antidilutive.  Using the end of period price, there were no antidilutive options at June 30, 2017 and June 30, 2016.

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FAIR VALUE DISCLOSURES

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Topic includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2) and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to observable market data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods previously described are considered Level 3.

First Financial utilizes values provided by third-party pricing vendors to price the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic and reviews the pricing methodologies utilized by the pricing vendors to ensure that the fair value determination is consistent with the applicable accounting guidance.  First Financial’s pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, historical prices and other independent pricing services.  Further, the Company periodically validates the fair values of a sample of securities in the portfolio by comparing the fair values to prices from other independent sources for the same or similar securities.  First Financial analyzes unusual or significant variances, conducts additional research with the pricing vendor, and if necessary, takes appropriate action based on its findings.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

Other investments. Other investments include holdings in FRB and FHLB stock, which are carried at cost due to the inability to determine the fair value as a result of restrictions placed on transferability.

Loans held for sale. Loans held for sale are carried at fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the market price or contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans and leases. The fair value of C&I loans, lease financing, CRE, residential real estate and other consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of loans as Level 3 in the fair value hierarchy.

Impaired loans are specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

OREO. Assets acquired through loan foreclosure are initially recorded at the lower of cost or fair value less costs to sell. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. The Company classifies OREO in level 3 of the fair value hierarchy.

FDIC indemnification asset. Fair value of the FDIC indemnification asset is estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The five year period of loss protection expired for the majority of First Financial's non-single family assets effective October 1, 2014, and the ten year period of loss protection on all other covered loans and covered OREO expires October 1, 2019. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Accrued interest receivable and payable. The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values and are aligned with the underlying assets or liabilities (Level 1, Level 2 or Level 3).

Deposits. The fair value of demand deposits, savings accounts and certain money-market deposits represents the amount payable on demand at the reporting date.  The carrying amounts for variable-rate CDs approximate their fair values at the reporting date.  The fair value of fixed-rate CDs is estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 in the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves which represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes an internally-developed model to value the credit risk component of derivative assets and liabilities, which is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

The estimated fair values of First Financial’s financial instruments not measured at fair value on a recurring or nonrecurring basis in the consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
June 30, 2017
Financial assets
Cash and short-term investments	$	147,317	$	147,317	$	147,317	$	0	$	0
Investment securities held-to-maturity	696,269		698,722		0		698,722		0
Other investments	53,285		N/A		N/A		N/A		N/A
Loans held for sale	11,939		11,939		0		11,939		0
Loans and leases, net of ALLL	5,818,892		5,858,101		0		0		5,858,101
FDIC indemnification asset	9,599		5,378		0		0		5,378
Accrued interest receivable	19,968		19,968		0		7,126		12,842
Financial liabilities
Deposits
Noninterest-bearing	$	1,476,563	$	1,476,563	$	0	$	1,476,563	$	0
Interest-bearing demand	1,496,173		1,496,173		0		1,496,173		0
Savings	2,398,262		2,398,262		0		2,398,262		0
Time	1,097,911		1,092,974		0		1,092,974		0
Total deposits	6,468,909		6,463,972		0		6,463,972		0
Short-term borrowings	1,088,333		1,088,333		1,088,333		0		0
Long-term debt	119,669		119,101		0		119,101		0
Accrued interest payable	5,197		5,197		844		4,353		0

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2016
Financial assets
Cash and short-term investments	$	204,048	$	204,048	$	204,048	$	0	$	0
Investment securities held-to-maturity	763,254		763,575		0		763,575		0
Other investments	51,077		N/A		N/A		N/A		N/A
Loans held for sale	13,135		13,135		0		13,135		0
Loans and leases, net of ALLL	5,699,521		5,754,845		0		0		5,754,845
FDIC indemnification asset	12,017		6,720		0		0		6,720
Accrued interest receivable	18,503		18,503		0		5,705		12,798
Financial liabilities
Deposits
Noninterest-bearing	$	1,547,985	$	1,547,985	$	0	$	1,547,985	$	0
Interest-bearing demand	1,513,771		1,513,771		0		1,513,771		0
Savings	2,142,189		2,142,189		0		2,142,189		0
Time	1,321,843		1,316,333		0		1,316,333		0
Total deposits	6,525,788		6,520,278		0		6,520,278		0
Short-term borrowings	807,912		807,912		807,912		0		0
Long-term debt	119,589		117,878		0		117,878		0
Accrued interest payable	5,049		5,049		410		4,639		0

The financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements were as follows:

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
June 30, 2017
Assets
Derivatives	$	0	$	12,847	$	0	$	12,847
Investment securities available-for-sale	8,924		1,289,654		0		1,298,578
Total	$	8,924	$	1,302,501	$	0	$	1,311,425
Liabilities
Derivatives	$	0	$	12,750	$	0	$	12,750

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
December 31, 2016
Assets
Derivatives	$	0	$	12,922	$	0	$	12,922
Investment securities available-for-sale	8,711		1,031,159		0		1,039,870
Total	$	8,711	$	1,044,081	$	0	$	1,052,792
Liabilities
Derivatives	$	0	$	12,725	$	0	$	12,725

Certain financial assets and liabilities are measured at fair value on a nonrecurring basis.  Adjustments to the fair market value of these assets usually result from the application of lower of cost or fair value accounting or write-downs of individual assets.  The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis.

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
June 30, 2017
Assets
Impaired loans	$	0	$	0	$	1,713
OREO	0		0		3,217

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2016
Assets
Impaired loans	$	0	$	0	$	8,154
OREO	0		0		3,921

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2017

Off-Balance-Sheet Credit Exposure, Policy [Policy Text Block]

Letters of credit are conditional commitments issued by First Financial to guarantee the performance of a client to a third party.  First Financial’s portfolio of standby letters of credit consists primarily of performance assurances made on behalf of clients who have a contractual commitment to produce or deliver goods or services.  The risk to First Financial arises from its obligation to make payment in the event of the client's contractual default to produce the contracted good or service to a third party.

Basis of Presentation Policy

The Consolidated Financial Statements of First Financial Bancorp., a bank holding company principally serving Ohio, Indiana and Kentucky, include the accounts and operations of First Financial and its wholly-owned subsidiary, First Financial Bank. All significant intercompany transactions and accounts have been eliminated in consolidation.  Certain reclassifications of prior periods' amounts have been made to conform to current year presentation. Such reclassifications had no effect on net earnings.

Use of Estimates, Policy

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes.  These estimates, assumptions and judgments are inherently subjective and may be susceptible to significant change.  Actual realized amounts could differ materially from these estimates.  

Loans and Leases Receivable, Past Due Status, Policy

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the date of the scheduled payment.

Loans and Leases Receivable, Nonaccrual Loan and Lease Status, Policy

Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful or when principal or interest payments are 90 days or more past due. Generally, loans are classified as nonaccrual due to the continued failure to adhere to contractual payment terms by the borrower, coupled with other pertinent factors. When a loan is classified as nonaccrual, the accrual of interest income is discontinued and previously accrued but unpaid interest is reversed. Any payments received while a loan is on nonaccrual status are applied as a reduction to the carrying value of the loan. A loan classified as nonaccrual may return to accrual status if collection of future principal and interest payments is no longer doubtful.

Purchased impaired loans are classified as performing, even though they may be contractually past due, as any nonpayment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period provision for loan and lease losses or prospective yield adjustments.

Loans and Leases Receivable, Troubled Debt Restructuring Policy

A loan modification is considered a TDR when the borrower is experiencing financial difficulty and concessions are made by the Company that would not otherwise be considered for a borrower with similar credit characteristics. The most common types of modifications include interest rate reductions, maturity extensions and modifications to principal amortization, including interest-only structures. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is managed by the Company’s credit administration group for resolution, which may result in foreclosure in the case of real estate.

TDRs are generally classified as nonaccrual for a minimum period of six months and may qualify for return to accrual status once they have demonstrated performance with the restructured terms of the loan agreement.

Impaired Financing Receivable, Policy

Loans classified as nonaccrual and loans modified as TDRs are considered impaired.

First Financial individually reviews all impaired commercial loan relationships greater than $250,000, as well as consumer loan TDRs greater than $100,000, to determine if a specific allowance is necessary based on the borrower’s overall financial condition, resources and payment record, support from guarantors and the realizable value of any collateral. Specific allowances are based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.

Loans and Leases Receivable, Real Estate Acquired Through Foreclosure, Policy

OREO consists of properties acquired by the Company primarily through the loan foreclosure or repossession process, or other resolution activity that results in partial or total satisfaction of problem loans.

Loans and Leases Receivable, Allowance for Loan Losses Policy

Management maintains the ALLL at a level that it considers sufficient to absorb probable incurred loan and lease losses inherent in the portfolio. Management determines the adequacy of the ALLL based on historical loss experience as well as other significant factors such as composition of the portfolio, economic conditions, geographic footprint, the results of periodic internal and external evaluations of delinquent, nonaccrual and classified loans and any other adverse situations that may affect a specific borrower's ability to repay, including the timing of future payments.

The ALLL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. First Financial's policy is to charge-off all or a portion of a loan when, in management's opinion, it is unlikely to collect the principal amount owed in full either through payments from the borrower or from the liquidation of collateral.

Goodwill and Intangible Assets, Goodwill, Policy

Assets and liabilities acquired in a business combination are recorded at their estimated fair values as of the acquisition date. The excess cost of the acquisition over the fair value of net assets acquired is recorded as goodwill.

Goodwill and Intangible Assets, Goodwill Impairment Policy

Goodwill is not amortized, but is evaluated for impairment on an annual basis as of October 1 of each year, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value.

Goodwill and Intangible Assets, Policy

Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships. Core deposit intangibles are recorded at fair value on the date of acquisition and are then amortized on an accelerated basis over their estimated useful lives.

Income Tax, Policy

The unrecognized tax benefits relate to state income tax exposures from taking tax positions where the Company believes it is likely that, upon examination, a state may take a position contrary to the position taken by the Company.

Commitments and Contingencies, Policy

First Financial offers a variety of financial instruments including standby letters of credit and outstanding commitments to extend credit to assist clients in meeting their requirement for liquidity and credit enhancement. GAAP does not require these financial instruments to be recorded in the Consolidated Financial Statements.

First Financial utilizes the same credit policies in issuing commitments and conditional obligations as it does for credit instruments recorded on the Consolidated Balance Sheets. First Financial’s exposure to credit loss in the event of nonperformance by the counterparty is represented by the contractual amounts of those instruments. First Financial utilizes the ALLL methodology to maintain a reserve that it considers sufficient to absorb probable incurred losses inherent in standby letters of credit and outstanding loan commitments and records the reserve within Accrued interest and other liabilities on the Consolidated Balance Sheets.

Fair Value of Financial Instruments, Policy

Fair Value Measurement

The fair value framework as disclosed in the Fair Value Topic includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2) and the lowest priority to unobservable inputs (Level 3).  When determining the fair value measurements for assets and liabilities, First Financial looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1.  When identical assets and liabilities are not traded in active markets, First Financial looks to observable market data for similar assets and liabilities and classifies such items as Level 2.  Certain assets and liabilities are not actively traded in observable markets and First Financial must use alternative techniques, based on unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

The following methods, assumptions and valuation techniques were used by First Financial to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.

Cash and short-term investments. The carrying amounts reported in the Consolidated Balance Sheets for cash and short-term investments, such as federal funds sold, approximated the fair value of those instruments. The Company classifies cash and short-term investments in Level 1 of the fair value hierarchy.

Investment securities. Investment securities classified as trading and available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar investment securities.  First Financial compiles prices from various sources who may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for the specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment securities not valued based upon the methods previously described are considered Level 3.

First Financial utilizes values provided by third-party pricing vendors to price the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic and reviews the pricing methodologies utilized by the pricing vendors to ensure that the fair value determination is consistent with the applicable accounting guidance.  First Financial’s pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, historical prices and other independent pricing services.  Further, the Company periodically validates the fair values of a sample of securities in the portfolio by comparing the fair values to prices from other independent sources for the same or similar securities.  First Financial analyzes unusual or significant variances, conducts additional research with the pricing vendor, and if necessary, takes appropriate action based on its findings.  The results of the quality assurance process are incorporated into the selection of pricing providers by the portfolio manager.

Other investments. Other investments include holdings in FRB and FHLB stock, which are carried at cost due to the inability to determine the fair value as a result of restrictions placed on transferability.

Loans held for sale. Loans held for sale are carried at fair value.  These loans currently consist of one-to-four family residential real estate loans originated for sale to qualified third parties.  Fair value is based on the market price or contractual price to be received from these third parties, which is not materially different than cost due to the short duration between origination and sale (Level 2).  As such, First Financial records any fair value adjustments on a nonrecurring basis.  Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest income in the Consolidated Statements of Income.

Loans and leases. The fair value of C&I loans, lease financing, CRE, residential real estate and other consumer loans were estimated by discounting the future cash flows using the current rates at which similar loans and leases would be made to borrowers with similar credit ratings and for the same remaining maturities or repricing frequency.  The Company classifies the estimated fair value of loans as Level 3 in the fair value hierarchy.

Impaired loans are specifically reviewed for purposes of determining the appropriate amount of impairment to be allocated to the ALLL.  Fair value is generally measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed third-party appraiser (Level 3). The value of business equipment is based on an outside appraisal, if deemed significant, or the net book value on the applicable borrower financial statements.  Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3).  Impaired loans are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as provision for loan and lease losses on the Consolidated Statements of Income.

OREO. Assets acquired through loan foreclosure are initially recorded at the lower of cost or fair value less costs to sell. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Fair value is based on recent real estate appraisals and is updated at least annually. The Company classifies OREO in level 3 of the fair value hierarchy.

FDIC indemnification asset. Fair value of the FDIC indemnification asset is estimated using projected cash flows related to the loss sharing agreements based on expected reimbursements for losses and the applicable loss sharing percentages. The expected cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The five year period of loss protection expired for the majority of First Financial's non-single family assets effective October 1, 2014, and the ten year period of loss protection on all other covered loans and covered OREO expires October 1, 2019. The Company classifies the estimated fair value of the indemnification asset as Level 3 in the fair value hierarchy.

Accrued interest receivable and payable. The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values and are aligned with the underlying assets or liabilities (Level 1, Level 2 or Level 3).

Deposits. The fair value of demand deposits, savings accounts and certain money-market deposits represents the amount payable on demand at the reporting date.  The carrying amounts for variable-rate CDs approximate their fair values at the reporting date.  The fair value of fixed-rate CDs is estimated using a discounted cash flow calculation which applies the interest rates currently offered for deposits of similar remaining maturities. The Company classifies the estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.

Borrowings. The carrying amounts of federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings approximate their fair values.  The Company classifies the estimated fair value of short-term borrowings as Level 1 in the fair value hierarchy.

The fair value of long-term debt is estimated using a discounted cash flow calculation which utilizes the interest rates currently offered for borrowings of similar remaining maturities.  The Company classifies the estimated fair value of long-term debt as Level 2 in the fair value hierarchy.

Derivatives. The fair values of derivative instruments are based primarily on a net present value calculation of the cash flows related to the interest rate swaps at the reporting date, using primarily observable market inputs such as interest rate yield curves which represents the cost to terminate the swap if First Financial should choose to do so. Additionally, First Financial utilizes an internally-developed model to value the credit risk component of derivative assets and liabilities, which is recorded as an adjustment to the fair value of the derivative asset or liability on the reporting date. Derivative instruments are classified as Level 2 in the fair value hierarchy.

Loan Commitments, Policy [Policy Text Block]

Loan commitments are agreements to extend credit to a client, absent any violation of conditions established in the commitment agreement.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the client.  The collateral held varies, but may include securities, real estate, inventory, plant or equipment.

Other Contract-Mortgage

Derivatives, Methods of Accounting, Hedging Derivatives, Policy

First Financial enters into IRLCs and forward commitments for the future delivery of mortgage loans to third party investors, which are considered derivatives. When borrowers secure an IRLC with First Financial and the loan is intended to be sold, First Financial will enter into forward commitments for the future delivery of the loans to third party investors in order to hedge against the effect of changes in interest rates impacting IRLCs and loans held for sale.

Credit Risk

Derivatives, Methods of Accounting, Hedging Derivatives, Policy

First Financial manages this market value credit risk through counterparty credit policies, which require the Company to maintain a total derivative notional position of less than 35% of assets, total credit exposure of less than 3% of capital and no single counterparty credit risk exposure greater than $20.0 million.

Fair Value Hedges

Derivatives, Methods of Accounting, Hedging Derivatives, Policy

First Financial utilizes interest rate swaps as a means to offer commercial borrowers fixed rate funding while providing the Company with floating rate assets.

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INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Summary of Held-To-Maturity and Available-For-Sale Investment Securities

The following is a summary of held-to-maturity and available-for-sale investment securities as of June 30, 2017:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	0		$	98
Securities of U.S. government agencies and corporations	12,130		28		(17		)	12,141		16,967		159		0			17,126
Mortgage-backed securities - residential	181,553		1,996		(1,338		)	182,211		262,052		1,140		(2,019		)	261,173
Mortgage-backed securities - commercial	261,739		3,156		(1,912		)	262,983		157,138		682		(412		)	157,408
Collateralized mortgage obligations	165,625		1,138		(1,083		)	165,680		324,712		1,289		(1,609		)	324,392
Obligations of state and other political subdivisions	75,222		884		(399		)	75,707		122,511		2,206		(889		)	123,828
Asset-backed securities	0		0		0			0		327,564		1,717		(504		)	328,777
Other securities	0		0		0			0		84,335		1,748		(307		)	85,776
Total	$	696,269	$	7,202	$	(4,749	)	$	698,722	$	1,295,377	$	8,941	$	(5,740	)	$	1,298,578

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2016:

	Held-to-maturity									Available-for-sale
(Dollars in thousands)	Amortized cost		Unrecognized gain		Unrecognized loss			Fair value		Amortized cost		Unrealized gain		Unrealized loss			Fair value
U.S. Treasuries	$	0	$	0	$	0		$	0	$	98	$	0	$	(1	)	$	97
Securities of U.S. government agencies and corporations	13,011		0		(110		)	12,901		7,056		0		(40		)	7,016
Mortgage-backed securities - residential	205,522		1,740		(1,166		)	206,096		184,960		1,175		(2,740		)	183,395
Mortgage-backed securities - commercial	278,728		3,254		(1,817		)	280,165		154,239		188		(826		)	153,601
Collateralized mortgage obligations	195,408		1,125		(1,476		)	195,057		232,701		634		(2,321		)	231,014
Obligations of state and other political subdivisions	70,585		117		(1,346		)	69,356		96,934		1,461		(1,514		)	96,881
Asset-backed securities	0		0		0			0		322,708		517		(2,013		)	321,212
Other securities	0		0		0			0		46,641		741		(728		)	46,654
Total	$	763,254	$	6,236	$	(5,915	)	$	763,575	$	1,045,337	$	4,716	$	(10,183	)	$	1,039,870

Summary of Investment Securities by Estimated Maturity

The following table provides a summary of investment securities by contractual maturity as of June 30, 2017, except for residential and commercial mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which are shown as single totals, due to the unpredictability of the timing in principal repayments.

	Held-to-maturity				Available-for-sale
(Dollars in thousands)	Amortized cost		Fair value		Amortized cost		Fair value
By Contractual Maturity:
Due in one year or less	$	170	$	170	$	2,236	$	2,238
Due after one year through five years	3,657		3,660		25,504		25,743
Due after five years through ten years	2,691		2,790		73,547		75,012
Due after ten years	80,834		81,228		122,624		123,835
Mortgage-backed securities - residential	181,553		182,211		262,052		261,173
Mortgage-backed securities - commercial	261,739		262,983		157,138		157,408
Collateralized mortgage obligations	165,625		165,680		324,712		324,392
Asset-backed securities	0		0		327,564		328,777
Total	$	696,269	$	698,722	$	1,295,377	$	1,298,578

Age of Gross Unrealized Losses and Associated Fair Value by Investment Category

The following tables provide the fair value and gross unrealized losses on investment securities in an unrealized loss position, aggregated by investment category and the length of time the individual securities have been in a continuous loss position:

	June 30, 2017
	Less than 12 months					12 months or more					Total
(Dollars in thousands)	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
Securities of U.S. Government agencies and corporations	$	6,281	$	(17	)	$	0	$	0		$	6,281	$	(17	)
Mortgage-backed securities - residential	201,854		(3,077		)	9,021		(280		)	210,875		(3,357		)
Mortgage-backed securities - commercial	94,052		(1,059		)	60,816		(1,265		)	154,868		(2,324		)
Collateralized mortgage obligations	193,840		(1,454		)	45,729		(1,238		)	239,569		(2,692		)
Obligations of state and other political subdivisions	79,823		(1,006		)	14,664		(282		)	94,487		(1,288		)
Asset-backed securities	14,147		(89		)	30,621		(415		)	44,768		(504		)
Other securities	10,680		(134		)	2,472		(173		)	13,152		(307		)
Total	$	600,677	$	(6,836	)	$	163,323	$	(3,653	)	$	764,000	$	(10,489	)

	December 31, 2016
	Less than 12 months					12 months or more					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(Dollars in thousands)	value		loss			value		loss			value		loss
U.S. Treasuries	$	97	$	(1	)	$	0	$	0		$	97	$	(1	)
Securities of U.S. Government agencies and corporations	19,917		(150		)	0		0			19,917		(150		)
Mortgage-backed securities - residential	180,654		(3,621		)	9,890		(285		)	190,544		(3,906		)
Mortgage-backed securities - commercial	123,122		(1,200		)	65,007		(1,443		)	188,129		(2,643		)
Collateralized mortgage obligations	201,305		(2,882		)	42,314		(915		)	243,619		(3,797		)
Obligations of state and other political subdivisions	94,632		(2,710		)	12,023		(150		)	106,655		(2,860		)
Asset-backed securities	116,057		(764		)	92,629		(1,249		)	208,686		(2,013		)
Other securities	7,746		(237		)	21,357		(491		)	29,103		(728		)
Total	$	743,530	$	(11,565	)	$	243,220	$	(4,533	)	$	986,750	$	(16,098	)

XML

LOANS AND LEASES (Tables)

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Commercial and Consumer Credit Exposure by Risk Attribute

Commercial and consumer credit exposure by risk attribute was as follows:

	As of June 30, 2017
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,767,573	$	442,021	$	2,414,945	$	87,875	$	4,712,414
Special Mention	27,225		0		11,096		65		38,386
Substandard	29,791		1,091		45,614		212		76,708
Doubtful	0		0		0		0		0
Total	$	1,824,589	$	443,112	$	2,471,655	$	88,152	$	4,827,508

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	481,770	$	460,362	$	47,329	$	44,139	$	1,033,600
Nonperforming	8,628		3,704		325		0		12,657
Total	$	490,398	$	464,066	$	47,654	$	44,139	$	1,046,257

	As of December 31, 2016
	Commercial		Real Estate				Lease
(Dollars in thousands)	and industrial		Construction		Commercial		financing		Total
Pass	$	1,725,451	$	398,155	$	2,349,662	$	92,540	$	4,565,808
Special Mention	18,256		1,258		15,584		108		35,206
Substandard	38,241		21		62,331		460		101,053
Doubtful	0		0		0		0		0
Total	$	1,781,948	$	399,434	$	2,427,577	$	93,108	$	4,702,067

(Dollars in thousands)	Residential real estate		Home equity		Installment		Credit card		Total
Performing	$	491,380	$	456,314	$	50,202	$	43,408	$	1,041,304
Nonperforming	9,600		4,074		437		0		14,111
Total	$	500,980	$	460,388	$	50,639	$	43,408	$	1,055,415

Loan Delinquency, including Nonaccrual Loans

Loan delinquency, including loans classified as nonaccrual, was as follows:

	As of June 30, 2017
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	6,705	$	255	$	4,336	$	11,296	$	1,809,190	$	1,820,486	$	4,103	$	1,824,589	$	0
Lease financing	199		0		0		199		87,953		88,152		0		88,152		0
Construction real estate	0		0		1,075		1,075		441,520		442,595		517		443,112		0
Commercial real estate	1,047		1,281		9,234		11,562		2,392,126		2,403,688		67,967		2,471,655		0
Residential real estate	78		635		3,521		4,234		443,491		447,725		42,673		490,398		0
Home equity	431		157		885		1,473		459,495		460,968		3,098		464,066		0
Installment	87		142		268		497		46,364		46,861		793		47,654		0
Credit card	274		119		124		517		43,622		44,139		0		44,139		124
Total	$	8,821	$	2,589	$	19,443	$	30,853	$	5,723,761	$	5,754,614	$	119,151	$	5,873,765	$	124

	As of December 31, 2016
(Dollars in thousands)	30 – 59 days past due		60 – 89 days past due		> 90 days past due		Total past due		Current		Subtotal		Purchased impaired		Total		> 90 days past due and still accruing
Loans
Commercial and industrial	$	1,257	$	208	$	1,339	$	2,804	$	1,773,939	$	1,776,743	$	5,205	$	1,781,948	$	0
Lease financing	137		0		115		252		92,856		93,108		0		93,108		0
Construction real estate	0		0		0		0		398,877		398,877		557		399,434		0
Commercial real estate	777		134		5,589		6,500		2,339,327		2,345,827		81,750		2,427,577		2,729
Residential real estate	821		37		2,381		3,239		450,631		453,870		47,110		500,980		0
Home equity	195		145		1,776		2,116		456,143		458,259		2,129		460,388		0
Installment	24		1		258		283		49,058		49,341		1,298		50,639		0
Credit card	457		177		142		776		42,632		43,408		0		43,408		142
Total	$	3,668	$	702	$	11,600	$	15,970	$	5,603,463	$	5,619,433	$	138,049	$	5,757,482	$	2,871

Loans Restructured During Period

The following tables provide information on loan modifications classified as TDRs during the three and six months ended June 30, 2017 and 2016:

	Three months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	4	$	2,177	$	2,183	2	$	44	$	35
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		9	1,468		1,040
Residential real estate	0	0		0		0	0		0
Home equity	0	0		0		0	0		0
Installment	0	0		0		1	2		2
Total	10	$	3,683	$	3,632	12	$	1,514	$	1,077
	Six months ended
	June 30, 2017					June 30, 2016
(Dollars in thousands)	Number of loans	Pre-modification loan balance		Period end balance		Number of loans	Pre-modification loan balance		Period end balance
Commercial and industrial	6	$	5,679	$	5,624	10	$	2,127	$	2,130
Construction real estate	0	0		0		0	0		0
Commercial real estate	6	1,506		1,449		10	1,510		1,082
Residential real estate	0	0		0		2	282		247
Home equity	0	0		0		4	149		140
Installment	0	0		0		3	9		9
Total	12	$	7,185	$	7,073	29	$	4,077	$	3,608

Loans Restructured, Modifications

The following table provides information on how TDRs were modified during the three and six months ended June 30, 2017 and 2016:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Extended maturities	$	2,587	$	35	$	3,261	$	521
Adjusted interest rates	0		0		2,767		0
Combination of rate and maturity changes	180		0		180		162
Forbearance	827		88		827		88
Other (1)	38		954		38		2,837
Total	$	3,632	$	1,077	$	7,073	$	3,608

⁽¹⁾ Includes covenant modifications and other concessions, or combination of concessions, that do not consist of interest rate adjustments, forbearance and maturity extensions

Nonaccrual, Restructured and Impaired Loans

The following table provides information on impaired loans, excluding purchased impaired loans:

(Dollars in thousands)	June 30, 2017		December 31, 2016
Impaired loans
Nonaccrual loans (1)
Commercial and industrial	$	15,099	$	2,419
Lease financing	94		195
Construction real estate	1,075		0
Commercial real estate	12,617		6,098
Residential real estate	4,442		5,251
Home equity	2,937		3,400
Installment	307		367
Credit card	0		0
Nonaccrual loans (1)	36,571		17,730
Accruing troubled debt restructurings	20,135		30,240
Total impaired loans	$	56,706	$	47,970

⁽¹⁾ Nonaccrual loans include nonaccrual TDRs of $9.4 million and $5.1 million as of June 30, 2017 and December 31, 2016, respectively.

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands)	2017		2016		2017		2016
Interest income effect on impaired loans
Gross amount of interest that would have been recorded under original terms	$	1,158	$	714	$	1,974	$	1,468
Interest included in income
Nonaccrual loans	163		96		305		172
Troubled debt restructurings	169		209		395		441
Total interest included in income	332		305		700		613
Net impact on interest income	$	826	$	409	$	1,274	$	855

Investment in Impaired Loans

First Financial's investment in impaired loans was as follows:

	As of June 30, 2017						As of December 31, 2016
(Dollars in thousands)	Current balance		Contractual principal balance		Related allowance		Current balance		Contractual principal balance		Related allowance
Loans with no related allowance recorded
Commercial and industrial	$	15,315	$	18,938	$	0	$	12,134	$	12,713	$	0
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	23,285		26,082		0		12,232		14,632		0
Residential real estate	7,557		8,844		0		8,412		9,648		0
Home equity	3,603		4,750		0		3,973		5,501		0
Installment	325		497		0		437		603		0
Total	51,254		60,280		0		37,383		43,292		0
Loans with an allowance recorded
Commercial and industrial	3,484		3,484		2,443		1,069		1,071		550
Lease financing	0		0		0		0		0		0
Construction real estate	0		0		0		0		0		0
Commercial real estate	796		796		124		8,228		8,277		593
Residential real estate	1,071		1,075		160		1,189		1,189		179
Home equity	101		101		2		101		101		2
Installment	0		0		0		0		0		0
Total	5,452		5,456		2,729		10,587		10,638		1,324
Total
Commercial and industrial	18,799		22,422		2,443		13,203		13,784		550
Lease financing	94		94		0		195		195		0
Construction real estate	1,075		1,075		0		0		0		0
Commercial real estate	24,081		26,878		124		20,460		22,909		593
Residential real estate	8,628		9,919		160		9,601		10,837		179
Home equity	3,704		4,851		2		4,074		5,602		2
Installment	325		497		0		437		603		0
Total	$	56,706	$	65,736	$	2,729	$	47,970	$	53,930	$	1,324

First Financial's average impaired loans by class and interest income recognized by class was as follows:

	Three months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	17,198	$	87	$	13,022	$	75
Lease financing	98		1		109		1
Construction real estate	1,075		0		0		0
Commercial real estate	25,465		144		14,924		91
Residential real estate	7,605		46		7,405		49
Home equity	3,926		27		5,176		21
Installment	357		1		378		2
Total	55,724		306		41,014		239
Loans with an allowance recorded
Commercial and industrial	2,301		11		1,064		9
Lease financing	0		0		535		8
Construction real estate	0		0		0		0
Commercial real estate	658		8		7,034		40
Residential real estate	1,126		6		1,470		8
Home equity	101		1		101		1
Installment	0		0		0		0
Total	4,186		26		10,204		66
Total
Commercial and industrial	19,499		98		14,086		84
Lease financing	98		1		644		9
Construction real estate	1,075		0		0		0
Commercial real estate	26,123		152		21,958		131
Residential real estate	8,731		52		8,875		57
Home equity	4,027		28		5,277		22
Installment	357		1		378		2
Total	$	59,910	$	332	$	51,218	$	305

	Six months ended
	June 30, 2017				June 30, 2016
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded
Commercial and industrial	$	15,607	$	196	$	14,154	$	149
Lease financing	149		2		113		1
Construction real estate	538		0		0		0
Commercial real estate	19,939		304		15,383		161
Residential real estate	8,032		92		7,419		95
Home equity	4,111		51		5,231		42
Installment	413		3		336		3
Total	48,789		648		42,636		451
Loans with an allowance recorded
Commercial and industrial	1,094		24		1,040		18
Lease financing	0		0		357		8
Construction real estate	0		0		0		0
Commercial real estate	4,374		13		7,473		117
Residential real estate	1,185		13		1,496		17
Home equity	101		2		101		2
Installment	0		0		0		0
Total	6,754		52		10,467		162
Total
Commercial and industrial	16,701		220		15,194		167
Lease financing	149		2		470		9
Construction real estate	538		0		0		0
Commercial real estate	24,313		317		22,856		278
Residential real estate	9,217		105		8,915		112
Home equity	4,212		53		5,332		44
Installment	413		3		336		3
Total	$	55,543	$	700	$	53,103	$	613

Changes in Other Real Estate Owned

Changes in OREO were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Balance at beginning of period	$	5,300		$	11,939		$	6,284		$	13,254
Additions
Commercial and industrial	50			102			172			888
Residential real estate	1,913			169			2,078			291
Total additions	1,963			271			2,250			1,179
Disposals
Commercial and industrial	(682		)	(1,893		)	(1,607		)	(2,093		)
Residential real estate	(448		)	(244		)	(685		)	(2,079		)
Total disposals	(1,130		)	(2,137		)	(2,292		)	(4,172		)
Valuation adjustment
Commercial and industrial	(116		)	(29		)	(162		)	(146		)
Residential real estate	(56		)	(13		)	(119		)	(84		)
Total valuation adjustment	(172		)	(42		)	(281		)	(230		)
Balance at end of period	$	5,961		$	10,031		$	5,961		$	10,031

XML

ALLOWANCE FOR LOAN AND LEASE LOSSES (Tables)

6 Months Ended

Jun. 30, 2017

Accounts, Notes, Loans and Financing Receivable [Line Items]

Changes in the Allowance for Loan and Lease Losses for the Current and Comparable Quarter

Changes in the allowance for loan and lease losses were as follows:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Changes in the allowance for loan and lease losses on loans, excluding covered/formerly covered loans
Balance at beginning of period	$	48,807		$	44,375		$	49,422		$	43,149
Provision for loan and lease losses	1,508			3,760			2,989			5,495
Loans charged-off	(3,936		)	(2,049		)	(6,450		)	(3,416		)
Recoveries	1,972			845			2,390			1,703
Balance at end of period	$	48,351		$	46,931		$	48,351		$	46,931
Changes in the allowance for loan and lease losses on covered/formerly covered loans
Balance at beginning of period	$	7,519		$	9,357		$	8,539		$	10,249
Provision for loan and lease losses	(1,041		)	277			(2,155		)	197
Loans charged-off	(562		)	(653		)	(798		)	(1,728		)
Recoveries	606			796			936			1,059
Balance at end of period	$	6,522		$	9,777		$	6,522		$	9,777
Changes in the allowance for loan and lease losses
Balance at beginning of period	$	56,326		$	53,732		$	57,961		$	53,398
Provision for loan and lease losses	467			4,037			834			5,692
Loans charged-off	(4,498		)	(2,702		)	(7,248		)	(5,144		)
Recoveries	2,578			1,641			3,326			2,762
Balance at end of period	$	54,873		$	56,708		$	54,873		$	56,708

Allowance for Loan and Lease Losses by Classification

Changes in the allowance for loan and lease losses by loan category were as follows:

	Three months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	17,148		$	616		$	3,607		$	23,745		$	5,485		$	3,774		$	419		$	1,532		$	56,326
Provision for loan and lease losses	3,537			(67		)	(280		)	(2,941		)	(305		)	526			19			(22		)	467
Gross charge-offs	(3,065		)	0			0			(485		)	(223		)	(384		)	(126		)	(215		)	(4,498		)
Recoveries	693			1			89			1,398			59			222			43			73			2,578
Total net charge-offs	(2,372		)	1			89			913			(164		)	(162		)	(83		)	(142		)	(1,920		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416		$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873

	Three months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home Equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	18,170		$	866	$	2,272		$	22,416		$	4,040		$	3,976		$	354		$	1,638		$	53,732
Provision for loan and lease losses	2,572			1,014		447			1,283			(801		)	(707		)	(3		)	232			4,037
Loans charged off	(265		)	0		(28		)	(1,596		)	(28		)	(398		)	(30		)	(357		)	(2,702		)
Recoveries	420			1		202			681			81			131			62			63			1,641
Total net charge-offs	155			1		174			(915		)	53			(267		)	32			(294		)	(1,061		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708

	Six months ended June 30, 2017
							Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	19,225		$	716		$	3,282	$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Provision for loan and lease losses	2,941			(167		)	45		(5,507		)	2,024			1,331			28			139			834
Loans charged off	(4,808		)	0			0		(970		)	(284		)	(564		)	(175		)	(447		)	(7,248		)
Recoveries	955			1			89		1,654			68			328			114			117			3,326
Total net charge-offs	(3,853		)	1			89		684			(216		)	(236		)	(61		)	(330		)	(3,922		)
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
	As of June 30, 2017
							Real Estate
	Commercial and industrial			Lease financing			Construction		Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	2,443		$	0		$	0	$	124		$	160		$	2		$	0		$	0		$	2,729
Collectively evaluated for impairment	15,870			550			3,416		21,593			4,856			4,136			355			1,368			52,144
Ending allowance for loan and lease losses	$	18,313		$	550		$	3,416	$	21,717		$	5,016		$	4,138		$	355		$	1,368		$	54,873
Loans
Individually evaluated for impairment	$	18,799		$	94		$	1,075	$	24,081		$	8,628		$	3,704		$	325		$	0		$	56,706
Collectively evaluated for impairment	1,805,790			88,058			442,037		2,447,574			481,770			460,362			47,329			44,139			5,817,059
Total loans	$	1,824,589		$	88,152		$	443,112	$	2,471,655		$	490,398		$	464,066		$	47,654		$	44,139		$	5,873,765

	Six months ended June 30, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Allowance for loan and lease losses:
Balance at beginning of period	$	16,995		$	821	$	1,810		$	23,656		$	4,014		$	3,943		$	386		$	1,773		$	53,398
Provision for loan and lease losses	4,004			1,059		886			863			(793		)	(522		)	(61		)	256			5,692
Loans charged off	(744		)	0		(31		)	(2,858		)	(73		)	(738		)	(103		)	(597		)	(5,144		)
Recoveries	642			1		228			1,123			144			319			161			144			2,762
Total net charge-offs	(102		)	1		197			(1,735		)	71			(419		)	58			(453		)	(2,382		)
Ending allowance for loan and lease losses	$	20,897		$	1,881	$	2,893		$	22,784		$	3,292		$	3,002		$	383		$	1,576		$	56,708
	As of December 31, 2016
						Real Estate
(Dollars in thousands)	Commercial and industrial			Lease financing		Construction			Commercial			Residential			Home equity			Installment			Credit card			Total
Ending allowance balance attributable to loans
Individually evaluated for impairment	$	550		$	0	$	0		$	593		$	179		$	2		$	0		$	0		$	1,324
Collectively evaluated for impairment	18,675			716		3,282			25,947			3,029			3,041			388			1,559			56,637
Ending allowance for loan and lease losses	$	19,225		$	716	$	3,282		$	26,540		$	3,208		$	3,043		$	388		$	1,559		$	57,961
Loans
Individually evaluated for impairment	$	13,203		$	195	$	0		$	20,460		$	9,601		$	4,074		$	437		$	0		$	47,970
Collectively evaluated for impairment	1,768,745			92,913		399,434			2,407,117			491,379			456,314			50,202			43,408			5,709,512
Total loans	$	1,781,948		$	93,108	$	399,434		$	2,427,577		$	500,980		$	460,388		$	50,639		$	43,408		$	5,757,482

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BORROWINGS (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Summary of Long-term Debt

The following is a summary of First Financial's long-term debt:

	June 30, 2017					December 31, 2016
(Dollars in thousands)	Amount			Average rate		Amount			Average rate
Subordinated debt	$	120,000		5.13	%	$	120,000		5.13	%
Unamortized debt issuance costs	(1,449		)	N/A		(1,537		)	N/A
FHLB borrowings	343			1.46	%	351			1.43	%
Capital loan with municipality	775			0.00	%	775			0.00	%
Total long-term debt	$	119,669		5.14	%	$	119,589		5.15	%

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Related Tax Effects Allocated to Other Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The related tax effects allocated to other comprehensive income and reclassifications out of accumulated other comprehensive income (loss) are as follows:

	Three months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,170	$	838		$	6,332	$	(2,256	)	$	4,076	$	(3,062	)	$	4,076	$	1,014
Unrealized gain (loss) on derivatives	202		0			202		(74		)	128		(963		)	128		(835		)
Retirement obligation	0		(335		)	335		(122		)	213		(22,614		)	213		(22,401		)
Total	$	7,372	$	503		$	6,869	$	(2,452	)	$	4,417	$	(26,639	)	$	4,417	$	(22,222	)

	Three months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	7,877	$	(188	)	$	8,065	$	(2,873	)	$	5,192	$	2,110		$	5,192	$	7,302
Unrealized gain (loss) on derivatives	203		0			203		(75		)	128		(1,471		)	128		(1,343		)
Retirement obligation	0		(317		)	317		(116		)	201		(23,848		)	201		(23,647		)
Total	$	8,080	$	(505	)	$	8,585	$	(3,064	)	$	5,521	$	(23,209	)	$	5,521	$	(17,688	)

	Six months ended June 30, 2017
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	10,002	$	1,354		$	8,648	$	(3,085	)	$	5,563	$	(4,549	)	$	5,563	$	1,014
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,091		)	256		(835		)
Retirement obligation	0		(670		)	670		(268		)	402		(22,803		)	402		(22,401		)
Total	$	10,407	$	684		$	9,723	$	(3,502	)	$	6,221	$	(28,443	)	$	6,221	$	(22,222	)

	Six months ended June 30, 2016
	Total other comprehensive income												Total accumulated other comprehensive income (loss)
(Dollars in thousands)	Prior to Reclassification		Reclassification from			Pre-tax		Tax-effect			Net of tax		Beginning Balance			Net Activity		Ending Balance
Unrealized gain (loss) on investment securities	$	18,852	$	(164	)	$	19,016	$	(6,781	)	$	12,235	$	(4,933	)	$	12,235	$	7,302
Unrealized gain (loss) on derivatives	405		0			405		(149		)	256		(1,599		)	256		(1,343		)
Retirement obligation	0		(634		)	634		(233		)	401		(24,048		)	401		(23,647		)
Total	$	19,257	$	(798	)	$	20,055	$	(7,163	)	$	12,892	$	(30,580	)	$	12,892	$	(17,688	)

Other Accumulated Comprehensive income reclassified from AOCI

The following table presents the activity reclassified from accumulated other comprehensive income into income during the three and six month periods ended June 30, 2017 and 2016, respectively:

	Amount reclassified from accumulated other comprehensive income (1)
	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016			Affected Line Item in the Consolidated Statements of Income
Realized gains and losses on securities available-for-sale	$	838		$	(188	)	$	1,354		$	(164	)	Net gains on sales of investments securities
Defined benefit pension plan
Amortization of prior service cost (2)	104			104			207			207			Salaries and employee benefits
Recognized net actuarial loss (2)	(439		)	(421		)	(877		)	(841		)	Salaries and employee benefits
Defined benefit pension plan total	(335		)	(317		)	(670		)	(634		)
Total reclassifications for the period, before tax	$	503		$	(505	)	$	684		$	(798	)

⁽¹⁾ Negative amounts are reductions to net income.

⁽²⁾ Included in the computation of net periodic pension cost (see Note 12 - Employee Benefit Plans for additional details).

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DERIVATIVES (Tables)

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Derivative Financial Instruments and Balances

The following table details the classification and amounts recognized in the Consolidated Balance Sheets for client derivatives:

		June 30, 2017							December 31, 2016
				Estimated fair value							Estimated fair value
(Dollars in thousands)	Balance sheet classification	Notional amount		Gain		Loss			Notional amount		Gain		Loss
Client derivatives - instruments associated with loans
Matched interest rate swaps with borrower	Accrued interest and other assets	$	711,489	$	9,090	$	(3,611	)	$	677,028	$	8,401	$	(4,158	)
Matched interest rate swaps with counterparty	Accrued interest and other liabilities	711,489		3,611		(9,092		)	677,028		4,158		(8,429		)
Total		$	1,422,978	$	12,701	$	(12,703	)	$	1,354,056	$	12,559	$	(12,587	)

Disclosure by Type of Financial Instrument

The following table discloses the gross and net amounts of liabilities recognized in the Consolidated Balance Sheets:

	June 30, 2017							December 31, 2016
(Dollars in thousands)	Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets		Gross amounts of recognized liabilities		Gross amounts offset in the Consolidated Balance Sheets			Net amounts of assets presented in the Consolidated Balance Sheets
Client derivatives
Matched interest rate swaps with counterparty	$	12,703	$	(5,309	)	$	7,394	$	12,587	$	(462	)	$	12,125

Derivative Financial Instruments, Average Remaining Maturity and the Weighted-Average Interest Rates being Paid and Received

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received by First Financial at June 30, 2017:

							Weighted-average rate
(Dollars in thousands)	Notional amount		Average maturity (years)	Fair value			Receive		Pay
Client derivatives
Receive fixed, matched interest rate swaps with borrower	$	711,489	5.9	$	5,479		3.76	%	3.18	%
Pay fixed, matched interest rate swaps with counterparty	711,489		5.9	(5,481		)	3.18	%	3.76	%
Total client derivatives	$	1,422,978	5.9	$	(2	)	3.47	%	3.47	%

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EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2017

Retirement Benefits [Abstract]

Employee Benefit Plan Amounts Recognized in the Consolidated Balance Sheets and Consolidated Statements of Income

The following table sets forth information concerning amounts recognized in First Financial’s Consolidated Statements of Income related to the Company's pension plan:

	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2017			2016			2017			2016
Service cost	$	1,239		$	1,309		$	2,477		$	2,617
Interest cost	589			581			1,178			1,162
Expected return on assets	(2,481		)	(2,432		)	(4,962		)	(4,863		)
Amortization of prior service cost	(104		)	(104		)	(207		)	(207		)
Net actuarial loss	439			421			877			841
Net periodic benefit (income) cost	$	(318	)	$	(225	)	$	(637	)	$	(450	)

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EARNINGS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended				Six months ended
	June 30,				June 30,
(Dollars in thousands, except per share data)	2017		2016		2017		2016
Numerator
Net income available to common shareholders	$	22,736	$	22,568	$	47,150	$	42,382
Denominator
Basic earnings per common share - weighted average shares	61,543,478		61,194,254		61,471,347		61,115,525
Effect of dilutive securities
Employee stock awards	625,031		763,206		649,706		734,493
Warrants	65,513		69,548		66,420		62,348
Diluted earnings per common share - adjusted weighted average shares	62,234,022		62,027,008		62,187,473		61,912,366
Earnings per share available to common shareholders
Basic	$	0.37	$	0.37	$	0.77	$	0.69
Diluted	$	0.37	$	0.36	$	0.76	$	0.68

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FAIR VALUE DISCLOSURES (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Estimated Fair Values of Financial Instruments

The estimated fair values of First Financial’s financial instruments not measured at fair value on a recurring or nonrecurring basis in the consolidated financial statements were as follows:

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
June 30, 2017
Financial assets
Cash and short-term investments	$	147,317	$	147,317	$	147,317	$	0	$	0
Investment securities held-to-maturity	696,269		698,722		0		698,722		0
Other investments	53,285		N/A		N/A		N/A		N/A
Loans held for sale	11,939		11,939		0		11,939		0
Loans and leases, net of ALLL	5,818,892		5,858,101		0		0		5,858,101
FDIC indemnification asset	9,599		5,378		0		0		5,378
Accrued interest receivable	19,968		19,968		0		7,126		12,842
Financial liabilities
Deposits
Noninterest-bearing	$	1,476,563	$	1,476,563	$	0	$	1,476,563	$	0
Interest-bearing demand	1,496,173		1,496,173		0		1,496,173		0
Savings	2,398,262		2,398,262		0		2,398,262		0
Time	1,097,911		1,092,974		0		1,092,974		0
Total deposits	6,468,909		6,463,972		0		6,463,972		0
Short-term borrowings	1,088,333		1,088,333		1,088,333		0		0
Long-term debt	119,669		119,101		0		119,101		0
Accrued interest payable	5,197		5,197		844		4,353		0

	Carrying		Estimated fair value
(Dollars in thousands)	value		Total		Level 1		Level 2		Level 3
December 31, 2016
Financial assets
Cash and short-term investments	$	204,048	$	204,048	$	204,048	$	0	$	0
Investment securities held-to-maturity	763,254		763,575		0		763,575		0
Other investments	51,077		N/A		N/A		N/A		N/A
Loans held for sale	13,135		13,135		0		13,135		0
Loans and leases, net of ALLL	5,699,521		5,754,845		0		0		5,754,845
FDIC indemnification asset	12,017		6,720		0		0		6,720
Accrued interest receivable	18,503		18,503		0		5,705		12,798
Financial liabilities
Deposits
Noninterest-bearing	$	1,547,985	$	1,547,985	$	0	$	1,547,985	$	0
Interest-bearing demand	1,513,771		1,513,771		0		1,513,771		0
Savings	2,142,189		2,142,189		0		2,142,189		0
Time	1,321,843		1,316,333		0		1,316,333		0
Total deposits	6,525,788		6,520,278		0		6,520,278		0
Short-term borrowings	807,912		807,912		807,912		0		0
Long-term debt	119,589		117,878		0		117,878		0
Accrued interest payable	5,049		5,049		410		4,639		0

Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements were as follows:

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
June 30, 2017
Assets
Derivatives	$	0	$	12,847	$	0	$	12,847
Investment securities available-for-sale	8,924		1,289,654		0		1,298,578
Total	$	8,924	$	1,302,501	$	0	$	1,311,425
Liabilities
Derivatives	$	0	$	12,750	$	0	$	12,750

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/liabilities at fair value
December 31, 2016
Assets
Derivatives	$	0	$	12,922	$	0	$	12,922
Investment securities available-for-sale	8,711		1,031,159		0		1,039,870
Total	$	8,711	$	1,044,081	$	0	$	1,052,792
Liabilities
Derivatives	$	0	$	12,725	$	0	$	12,725

Summary of Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis.

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
June 30, 2017
Assets
Impaired loans	$	0	$	0	$	1,713
OREO	0		0		3,217

	Fair value measurements using
(Dollars in thousands)	Level 1		Level 2		Level 3
December 31, 2016
Assets
Impaired loans	$	0	$	0	$	8,154
OREO	0		0		3,921

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RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 0.0	$ 1.2

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INVESTMENTS INVESTMENTS - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016
Gain (Loss) on Investments [Line Items]
NumberOfSecuritiesInSecurityPortfolio	761		761		706
NumberOfSecuritiesInUnrealizedLossPosition	197		197		255
Available-for-sale Securities, Gross Realized Gains (Losses), Sale Proceeds	$ 103.4	$ 64.8	$ 125.6	$ 107.5
Available-for-sale Securities, Gross Realized Gains	1.0	0.0	1.5	0.3
Available-for-sale Securities, Gross Realized Losses	$ 0.1	$ 0.2	$ 0.1	$ 0.5

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INVESTMENTS - Summary of Held-To-Maturity and Available-For-Sale Investment Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Investment Holdings [Line Items]
Total	$ 696,269	$ 763,254
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	7,202	6,236
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(4,749)	(5,915)
Held-to-Maturity Market Value	698,722	763,575
Total	1,295,377	1,045,337
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	8,941	4,716
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(5,740)	(10,183)
Investment securities available-for-sale	1,298,578	1,039,870
U.S. Treasuries
Investment Holdings [Line Items]
Total	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	0	0
Held-to-Maturity Market Value	0	0
Total	98	98
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	0	0
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	0	(1)
Investment securities available-for-sale	98	97
Securities of U.S. government agencies and corporations
Investment Holdings [Line Items]
Total	12,130	13,011
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	28	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(17)	(110)
Held-to-Maturity Market Value	12,141	12,901
Total	16,967	7,056
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	159	0
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	0	(40)
Investment securities available-for-sale	17,126	7,016
Residential Mortgage Backed Securities [Member]
Investment Holdings [Line Items]
Total	181,553	205,522
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	1,996	1,740
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(1,338)	(1,166)
Held-to-Maturity Market Value	182,211	206,096
Total	262,052	184,960
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	1,140	1,175
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(2,019)	(2,740)
Investment securities available-for-sale	261,173	183,395
Commercial Mortgage Backed Securities [Member]
Investment Holdings [Line Items]
Total	261,739	278,728
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	3,156	3,254
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(1,912)	(1,817)
Held-to-Maturity Market Value	262,983	280,165
Total	157,138	154,239
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	682	188
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(412)	(826)
Investment securities available-for-sale	157,408	153,601
Collateralized Mortgage Backed Securities [Member]
Investment Holdings [Line Items]
Total	165,625	195,408
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	1,138	1,125
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(1,083)	(1,476)
Held-to-Maturity Market Value	165,680	195,057
Total	324,712	232,701
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	1,289	634
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(1,609)	(2,321)
Investment securities available-for-sale	324,392	231,014
Obligations of state and other political subdivisions
Investment Holdings [Line Items]
Total	75,222	70,585
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	884	117
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	(399)	(1,346)
Held-to-Maturity Market Value	75,707	69,356
Total	122,511	96,934
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	2,206	1,461
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(889)	(1,514)
Investment securities available-for-sale	123,828	96,881
Asset-backed Securities [Member]
Investment Holdings [Line Items]
Total	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	0	0
Held-to-Maturity Market Value	0	0
Total	327,564	322,708
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	1,717	517
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(504)	(2,013)
Investment securities available-for-sale	328,777	321,212
Other securities
Investment Holdings [Line Items]
Total	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain	0	0
Held-to-maturity Securities, Accumulated Unrecognized Holding Loss	0	0
Held-to-Maturity Market Value	0	0
Total	84,335	46,641
Available for Sale Securities Gross Unrealized Gain Accumulated In Investments	1,748	741
Available for Sale Securities Gross Unrealized Loss Accumulated In Investments	(307)	(728)
Investment securities available-for-sale	$ 85,776	$ 46,654

XML

INVESTMENTS - Summary of Investment Securities by Estimated Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Held-to-Maturity Amortized Cost
Amortized Cost	$ 696,269	$ 763,254
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	698,722	763,575
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	1,295,377	1,045,337
Available-for-Sale Market Value
Investment securities available-for-sale	1,298,578	1,039,870
One Year or Less [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	170
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	170
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	2,236
Available-for-Sale Market Value
Investment securities available-for-sale	2,238
After One Year Through Five Years [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	3,657
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	3,660
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	25,504
Available-for-Sale Market Value
Investment securities available-for-sale	25,743
After Five Years Through Ten Years [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	2,691
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	2,790
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	73,547
Available-for-Sale Market Value
Investment securities available-for-sale	75,012
After Ten Years [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	80,834
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	81,228
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	122,624
Available-for-Sale Market Value
Investment securities available-for-sale	123,835
Residential Mortgage Backed Securities [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	181,553	205,522
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	182,211	206,096
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	262,052	184,960
Available-for-Sale Market Value
Investment securities available-for-sale	261,173	183,395
Commercial Mortgage Backed Securities [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	261,739	278,728
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	262,983	280,165
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	157,138	154,239
Available-for-Sale Market Value
Investment securities available-for-sale	157,408	153,601
Collateralized Mortgage Backed Securities [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	165,625	195,408
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	165,680	195,057
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	324,712	232,701
Available-for-Sale Market Value
Investment securities available-for-sale	324,392	231,014
Asset-backed Securities [Member]
Held-to-Maturity Amortized Cost
Amortized Cost	0	0
Held-to-Maturity Market Value
Held-to-maturity Securities, Fair Value	0	0
Available-for-Sale Amortized Cost
Available-for-sale Securities, Amortized Cost Basis	327,564	322,708
Available-for-Sale Market Value
Investment securities available-for-sale	$ 328,777	$ 321,212

XML

INVESTMENTS - Age of Gross Unrealized Losses and Associated Fair Value by Investment Category (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	$ 600,677	$ 743,530
Less than 12 Months Unrealized Loss	(6,836)	(11,565)
12 Months or More Fair Value	163,323	243,220
12 Months or More Unrealized Loss	(3,653)	(4,533)
Total Fair Value	764,000	986,750
Total Unrealized Loss	(10,489)	(16,098)
Residential Mortgage Backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	201,854	180,654
Less than 12 Months Unrealized Loss	(3,077)	(3,621)
12 Months or More Fair Value	9,021	9,890
12 Months or More Unrealized Loss	(280)	(285)
Total Fair Value	210,875	190,544
Total Unrealized Loss	(3,357)	(3,906)
U.S. Treasuries
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value		97
Less than 12 Months Unrealized Loss		(1)
12 Months or More Fair Value		0
12 Months or More Unrealized Loss		0
Total Fair Value		97
Total Unrealized Loss		(1)
Securities of U.S. government agencies and corporations
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	6,281	19,917
Less than 12 Months Unrealized Loss	(17)	(150)
12 Months or More Fair Value	0	0
12 Months or More Unrealized Loss	0	0
Total Fair Value	6,281	19,917
Total Unrealized Loss	(17)	(150)
Commercial Mortgage Backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	94,052	123,122
Less than 12 Months Unrealized Loss	(1,059)	(1,200)
12 Months or More Fair Value	60,816	65,007
12 Months or More Unrealized Loss	(1,265)	(1,443)
Total Fair Value	154,868	188,129
Total Unrealized Loss	(2,324)	(2,643)
Collateralized Mortgage Backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	193,840	201,305
Less than 12 Months Unrealized Loss	(1,454)	(2,882)
12 Months or More Fair Value	45,729	42,314
12 Months or More Unrealized Loss	(1,238)	(915)
Total Fair Value	239,569	243,619
Total Unrealized Loss	(2,692)	(3,797)
Obligations of state and other political subdivisions
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	79,823	94,632
Less than 12 Months Unrealized Loss	(1,006)	(2,710)
12 Months or More Fair Value	14,664	12,023
12 Months or More Unrealized Loss	(282)	(150)
Total Fair Value	94,487	106,655
Total Unrealized Loss	(1,288)	(2,860)
Asset-backed Securities [Member]
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	14,147	116,057
Less than 12 Months Unrealized Loss	(89)	(764)
12 Months or More Fair Value	30,621	92,629
12 Months or More Unrealized Loss	(415)	(1,249)
Total Fair Value	44,768	208,686
Total Unrealized Loss	(504)	(2,013)
Other securities
Investments, Unrealized Loss Position [Line Items]
Less than 12 Months Fair Value	10,680	7,746
Less than 12 Months Unrealized Loss	(134)	(237)
12 Months or More Fair Value	2,472	21,357
12 Months or More Unrealized Loss	(173)	(491)
Total Fair Value	13,152	29,103
Total Unrealized Loss	$ (307)	$ (728)

XML

LOANS AND LEASES - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for loan and lease losses covered	$ (1,041,000)	$ 277,000	$ (2,155,000)	$ 197,000
Restructured Loans, Nonaccrual Status	9,400,000		9,400,000			$ 5,100,000
Write-downs	172,000	42,000	281,000	230,000
Gain (loss) on sale of other real estate owned	(162,000)	(43,000)	(186,000)	147,000
Real Estate Acquired Through Foreclosure	5,961,000	10,031,000	5,961,000	10,031,000	$ 5,300,000	6,284,000	$ 11,939,000	$ 13,254,000
FDIC indemnification asset	9,600,000		9,600,000			$ 12,000,000
Covered Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Real Estate Acquired Through Foreclosure	700,000	100,000	700,000	100,000
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum			250,000
Residential real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum			100,000
Write-downs	$ 56,000	$ 13,000	$ 119,000	$ 84,000

XML

LOANS AND LEASES - Commercial and Consumer Credit Exposure by Risk Attribute (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Commercial	$ 1,824,589	$ 1,781,948
Real Estate - Construction	443,112	399,434
Real Estate - Commercial	2,471,655	2,427,577
Lease financing	88,152	93,108
Total Commercial	4,827,508	4,702,067
Pass
Financing Receivable, Recorded Investment [Line Items]
Commercial	1,767,573	1,725,451
Real Estate - Construction	442,021	398,155
Real Estate - Commercial	2,414,945	2,349,662
Lease financing	87,875	92,540
Total Commercial	4,712,414	4,565,808
Special Mention
Financing Receivable, Recorded Investment [Line Items]
Commercial	27,225	18,256
Real Estate - Construction	0	1,258
Real Estate - Commercial	11,096	15,584
Lease financing	65	108
Total Commercial	38,386	35,206
Substandard
Financing Receivable, Recorded Investment [Line Items]
Commercial	29,791	38,241
Real Estate - Construction	1,091	21
Real Estate - Commercial	45,614	62,331
Lease financing	212	460
Total Commercial	76,708	101,053
Doubtful
Financing Receivable, Recorded Investment [Line Items]
Commercial	0	0
Real Estate - Construction	0	0
Real Estate - Commercial	0	0
Lease financing	0	0
Total Commercial	0	0
Residential real estate
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	490,398	500,980
Residential real estate | Performing
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	481,770	491,380
Residential real estate | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	8,628	9,600
Home equity
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	464,066	460,388
Home equity | Performing
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	460,362	456,314
Home equity | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	3,704	4,074
Installment
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	47,654	50,639
Installment | Performing
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	47,329	50,202
Installment | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	325	437
Credit card
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	44,139	43,408
Credit card | Performing
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	44,139	43,408
Credit card | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	0	0
Total consumer loans
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	1,046,257	1,055,415
Total consumer loans | Performing
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	1,033,600	1,041,304
Total consumer loans | Nonperforming
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, before Fees, Gross	$ 12,657	$ 14,111

XML

LOANS AND LEASES - Loan Delinquency, including Nonaccrual Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	$ 30,853	$ 15,970
Current	5,723,761	5,603,463
Loans and Leases Receivable, Gross	5,754,614	5,619,433
Purchased impaired loans	119,151	138,049
Total loans and leases	5,873,765	5,757,482
> 90 days past due and still accruing	124	2,871
Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	8,821	3,668
Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	2,589	702
Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	19,443	11,600
Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	11,296	2,804
Current	1,809,190	1,773,939
Loans and Leases Receivable, Gross	1,820,486	1,776,743
Purchased impaired loans	4,103	5,205
Total loans and leases	1,824,589	1,781,948
> 90 days past due and still accruing	0	0
Commercial | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	6,705	1,257
Commercial | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	255	208
Commercial | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	4,336	1,339
Lease financing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	199	252
Current	87,953	92,856
Loans and Leases Receivable, Gross	88,152	93,108
Purchased impaired loans	0	0
Total loans and leases	88,152	93,108
> 90 days past due and still accruing	0	0
Lease financing | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	199	137
Lease financing | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	0	0
Lease financing | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	0	115
Construction real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,075	0
Current	441,520	398,877
Loans and Leases Receivable, Gross	442,595	398,877
Purchased impaired loans	517	557
Total loans and leases	443,112	399,434
> 90 days past due and still accruing	0	0
Construction real estate | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	0	0
Construction real estate | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	0	0
Construction real estate | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,075	0
Commercial real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	11,562	6,500
Current	2,392,126	2,339,327
Loans and Leases Receivable, Gross	2,403,688	2,345,827
Purchased impaired loans	67,967	81,750
Total loans and leases	2,471,655	2,427,577
> 90 days past due and still accruing	0	2,729
Commercial real estate | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,047	777
Commercial real estate | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,281	134
Commercial real estate | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	9,234	5,589
Residential real estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	4,234	3,239
Current	443,491	450,631
Loans and Leases Receivable, Gross	447,725	453,870
Purchased impaired loans	42,673	47,110
Total loans and leases	490,398	500,980
> 90 days past due and still accruing	0	0
Residential real estate | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	78	821
Residential real estate | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	635	37
Residential real estate | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	3,521	2,381
Home equity
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	1,473	2,116
Current	459,495	456,143
Loans and Leases Receivable, Gross	460,968	458,259
Purchased impaired loans	3,098	2,129
Total loans and leases	464,066	460,388
> 90 days past due and still accruing	0	0
Home equity | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	431	195
Home equity | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	157	145
Home equity | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	885	1,776
Installment
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	497	283
Current	46,364	49,058
Loans and Leases Receivable, Gross	46,861	49,341
Purchased impaired loans	793	1,298
Total loans and leases	47,654	50,639
> 90 days past due and still accruing	0	0
Installment | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	87	24
Installment | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	142	1
Installment | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	268	258
Credit card
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	517	776
Current	43,622	42,632
Loans and Leases Receivable, Gross	44,139	43,408
Purchased impaired loans	0	0
Total loans and leases	44,139	43,408
> 90 days past due and still accruing	124	142
Credit card | Financing Receivables, 30 to 59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	274	457
Credit card | Financing Receivables, 60 to 89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	119	177
Credit card | Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, Past Due	$ 124	$ 142

XML

LOANS AND LEASES - Restructured Loans (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) loans	Jun. 30, 2016 USD ($) loans	Jun. 30, 2017 USD ($) loans d	Jun. 30, 2016 USD ($) loans	Dec. 31, 2016 USD ($) loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Extended Maturities	$ 2,587,000	$ 35,000	$ 3,261,000	$ 521,000
Adjusted Interest Rates	0	0	2,767,000	0
Combined Rate And Maturity	180,000	0	180,000	162,000
Forebearance Agreements	827,000	88,000	827,000	88,000
Other	38,000	954,000	38,000	2,837,000
Total	$ 3,632,000	$ 1,077,000	$ 7,073,000	$ 3,608,000
Restructured loans, Number of Loans | loans	10	12	12	29
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 3,683,000	$ 1,514,000	$ 7,185,000	$ 4,077,000
Restructured loans, Period End Balance	$ 3,632,000	$ 1,077,000	$ 7,073,000	$ 3,608,000
Restructured loans with payment default within 12 months of modification, Number of Loans | loans	0	0	0	4
Restructured loans with payment default within 12 months of modification, Period End Balance	$ 0	$ 0	$ 0	$ 300,000
Number of Restructured Loans | loans	229		229		247
Total restructured loans	$ 29,600,000		$ 29,600,000		$ 35,400,000
Restructured loans on accrual status	20,135,000		20,135,000		30,240,000
Restructured Loans, Nonaccrual Status	9,400,000		9,400,000		5,100,000
Loans and Leases Receivable, Impaired, Commitment to Lend	200,000		200,000		900,000
Allowance for loan and lease losses lncluded in reserves for restructured loans	1,100,000		1,100,000		1,900,000
Restructured loans uncollectible portion written off	100,000	$ 300,000	100,000	$ 500,000
Accruing TDRs performing in accordance with restructured terms for more than one year	$ 13,800,000		$ 13,800,000		$ 22,600,000
Restructured loans performance threshold (days) | d			90
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	4	2	6	10
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 2,177,000	$ 44,000	$ 5,679,000	$ 2,127,000
Restructured loans, Period End Balance	$ 2,183,000	$ 35,000	$ 5,624,000	$ 2,130,000
Construction real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	0	0	0	0
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 0	$ 0	$ 0	$ 0
Restructured loans, Period End Balance	$ 0	$ 0	$ 0	$ 0
Commercial real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	6	9	6	10
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 1,506,000	$ 1,468,000	$ 1,506,000	$ 1,510,000
Restructured loans, Period End Balance	$ 1,449,000	$ 1,040,000	$ 1,449,000	$ 1,082,000
Residential real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	0	0	0	2
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 0	$ 0	$ 0	$ 282,000
Restructured loans, Period End Balance	$ 0	$ 0	0	$ 247,000
Restructured Loans, Loan Relationships, Review Threshold Amount Minimum			$ 100,000
Home equity
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	0	0	0	4
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 0	$ 0	$ 0	$ 149,000
Restructured loans, Period End Balance	$ 0	$ 0	$ 0	$ 140,000
Installment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Restructured loans, Number of Loans | loans	0	1	0	3
Restructured loans, Restructured loans, Pre-Modification Loan Balance	$ 0	$ 2,000	$ 0	$ 9,000
Restructured loans, Period End Balance	$ 0	$ 2,000	$ 0	$ 9,000

XML

LOANS AND LEASES - Nonaccrual, Restructured and Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Financing Receivable, Modifications [Line Items]
Average current balance	$ 59,910	$ 51,218	$ 55,543	$ 53,103
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	26	66	52	162
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	306	239	648	451
Nonaccrual loans	36,571		36,571		$ 17,730
Accruing trouble debt restructurings	20,135		20,135		30,240
Total impaired loans	56,706		56,706		47,970
Restructured loans - nonaccrual status	9,400		9,400		5,100
Interest income effect
Gross amount of interest that would have been recorded under original terms	1,158	714	1,974	1,468
Interest included in income
Nonaccrual loans	163	96	305	172
Troubled debt restructurings	169	209	395	441
Total interest included in income	332	305	700	613
Net impact on interest income	826	409	1,274	855
Commercial
Financing Receivable, Modifications [Line Items]
Average current balance	19,499	14,086	16,701	15,194
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	11	9	24	18
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	87	75	196	149
Nonaccrual loans	15,099		15,099		2,419
Total impaired loans	18,799		18,799		13,203
Interest included in income
Total interest included in income	98	84	220	167
Lease financing
Financing Receivable, Modifications [Line Items]
Average current balance	98	644	149	470
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	8	0	8
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	1	1	2	1
Nonaccrual loans	94		94		195
Total impaired loans	94		94		195
Interest included in income
Total interest included in income	1	9	2	9
Construction real estate
Financing Receivable, Modifications [Line Items]
Average current balance	1,075	0	538	0
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0	0	0
Nonaccrual loans	1,075		1,075		0
Total impaired loans	1,075		1,075		0
Interest included in income
Total interest included in income	0	0	0	0
Commercial real estate
Financing Receivable, Modifications [Line Items]
Average current balance	26,123	21,958	24,313	22,856
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	8	40	13	117
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	144	91	304	161
Nonaccrual loans	12,617		12,617		6,098
Total impaired loans	24,081		24,081		20,460
Interest included in income
Total interest included in income	152	131	317	278
Residential real estate
Financing Receivable, Modifications [Line Items]
Average current balance	8,731	8,875	9,217	8,915
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	6	8	13	17
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	46	49	92	95
Nonaccrual loans	4,442		4,442		5,251
Total impaired loans	8,628		8,628		9,601
Interest included in income
Total interest included in income	52	57	105	112
Installment
Financing Receivable, Modifications [Line Items]
Average current balance	357	378	413	336
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	1	2	3	3
Nonaccrual loans	307		307		367
Total impaired loans	325		325		437
Interest included in income
Total interest included in income	1	2	3	3
Home equity
Financing Receivable, Modifications [Line Items]
Average current balance	4,027	5,277	4,212	5,332
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1	1	2	2
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	27	21	51	42
Nonaccrual loans	2,937		2,937		3,400
Total impaired loans	3,704		3,704		4,074
Interest included in income
Total interest included in income	28	22	53	44
Credit card
Financing Receivable, Modifications [Line Items]
Nonaccrual loans	0		0		0
Loans with no related allowance recorded [member]
Financing Receivable, Modifications [Line Items]
Average current balance	55,724	41,014	48,789	42,636
Total impaired loans	51,254		51,254		37,383
Loans with no related allowance recorded [member] | Commercial
Financing Receivable, Modifications [Line Items]
Average current balance	17,198	13,022	15,607	14,154
Total impaired loans	15,315		15,315		12,134
Loans with no related allowance recorded [member] | Lease financing
Financing Receivable, Modifications [Line Items]
Average current balance	98	109	149	113
Total impaired loans	94		94		195
Loans with no related allowance recorded [member] | Construction real estate
Financing Receivable, Modifications [Line Items]
Average current balance	1,075	0	538	0
Total impaired loans	1,075		1,075		0
Loans with no related allowance recorded [member] | Commercial real estate
Financing Receivable, Modifications [Line Items]
Average current balance	25,465	14,924	19,939	15,383
Total impaired loans	23,285		23,285		12,232
Loans with no related allowance recorded [member] | Residential real estate
Financing Receivable, Modifications [Line Items]
Average current balance	7,605	7,405	8,032	7,419
Total impaired loans	7,557		7,557		8,412
Loans with no related allowance recorded [member] | Installment
Financing Receivable, Modifications [Line Items]
Average current balance	357	378	413	336
Total impaired loans	325		325		437
Loans with no related allowance recorded [member] | Home equity
Financing Receivable, Modifications [Line Items]
Average current balance	3,926	5,176	4,111	5,231
Total impaired loans	3,603		3,603		3,973
Impaired Financing Receivables With Related Allowance [Member]
Financing Receivable, Modifications [Line Items]
Total impaired loans	5,452		5,452
Impaired Financing Receivables With Related Allowance [Member] | Commercial
Financing Receivable, Modifications [Line Items]
Average current balance	2,301	1,064	1,094	1,040
Total impaired loans	3,484		3,484		1,069
Impaired Financing Receivables With Related Allowance [Member] | Lease financing
Financing Receivable, Modifications [Line Items]
Average current balance	0	535	0	357
Total impaired loans	0		0		0
Impaired Financing Receivables With Related Allowance [Member] | Construction real estate
Financing Receivable, Modifications [Line Items]
Average current balance	0	0	0	0
Total impaired loans	0		0		0
Impaired Financing Receivables With Related Allowance [Member] | Commercial real estate
Financing Receivable, Modifications [Line Items]
Average current balance	658	7,034	4,374	7,473
Total impaired loans	796		796		8,228
Impaired Financing Receivables With Related Allowance [Member] | Residential real estate
Financing Receivable, Modifications [Line Items]
Average current balance	1,126	1,470	1,185	1,496
Total impaired loans	1,071		1,071		1,189
Impaired Financing Receivables With Related Allowance [Member] | Installment
Financing Receivable, Modifications [Line Items]
Average current balance	0	0	0	0
Total impaired loans	0		0		0
Impaired Financing Receivables With Related Allowance [Member] | Home equity
Financing Receivable, Modifications [Line Items]
Average current balance	101	101	101	101
Total impaired loans	101		101		101
Impaired Financing Receivables With Related Allowance [Member]
Financing Receivable, Modifications [Line Items]
Average current balance	$ 4,186	$ 10,204	$ 6,754	$ 10,467
Total impaired loans					$ 10,587

XML

LOANS AND LEASES - Investment in Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	$ 36,571		$ 36,571		$ 17,730
Current balance	56,706		56,706		47,970
Contractual Principal Balance	65,736		65,736		53,930
Related Allowance	2,729		2,729		1,324
Average current balance	59,910	$ 51,218	55,543	$ 53,103
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	26	66	52	162
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	306	239	648	451
Interest income recognized	332	305	700	613
Commercial
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	15,099		15,099		2,419
Current balance	18,799		18,799		13,203
Contractual Principal Balance	22,422		22,422		13,784
Related Allowance	2,443		2,443		550
Average current balance	19,499	14,086	16,701	15,194
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	11	9	24	18
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	87	75	196	149
Interest income recognized	98	84	220	167
Lease financing
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	94		94		195
Current balance	94		94		195
Contractual Principal Balance	94		94		195
Related Allowance	0		0		0
Average current balance	98	644	149	470
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	8	0	8
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	1	1	2	1
Interest income recognized	1	9	2	9
Construction real estate
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	1,075		1,075		0
Current balance	1,075		1,075		0
Contractual Principal Balance	1,075		1,075		0
Related Allowance	0		0		0
Average current balance	1,075	0	538	0
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0	0	0
Interest income recognized	0	0	0	0
Commercial real estate
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	12,617		12,617		6,098
Current balance	24,081		24,081		20,460
Contractual Principal Balance	26,878		26,878		22,909
Related Allowance	124		124		593
Average current balance	26,123	21,958	24,313	22,856
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	8	40	13	117
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	144	91	304	161
Interest income recognized	152	131	317	278
Residential real estate
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	4,442		4,442		5,251
Current balance	8,628		8,628		9,601
Contractual Principal Balance	9,919		9,919		10,837
Related Allowance	160		160		179
Average current balance	8,731	8,875	9,217	8,915
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	6	8	13	17
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	46	49	92	95
Interest income recognized	52	57	105	112
Home equity
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	2,937		2,937		3,400
Current balance	3,704		3,704		4,074
Contractual Principal Balance	4,851		4,851		5,602
Related Allowance	2		2		2
Average current balance	4,027	5,277	4,212	5,332
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1	1	2	2
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	27	21	51	42
Interest income recognized	28	22	53	44
Installment
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	307		307		367
Current balance	325		325		437
Contractual Principal Balance	497		497		603
Related Allowance	0		0		0
Average current balance	357	378	413	336
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	0	0	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	1	2	3	3
Interest income recognized	1	2	3	3
Credit card
Financing Receivable, Impaired [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	0		0		0
Related Allowance	0		0		0
Loans with no related allowance recorded [member]
Financing Receivable, Impaired [Line Items]
Current balance	51,254		51,254		37,383
Contractual Principal Balance	60,280		60,280		43,292
Related Allowance	0		0		0
Average current balance	55,724	41,014	48,789	42,636
Loans with no related allowance recorded [member] | Commercial
Financing Receivable, Impaired [Line Items]
Current balance	15,315		15,315		12,134
Contractual Principal Balance	18,938		18,938		12,713
Related Allowance	0		0		0
Average current balance	17,198	13,022	15,607	14,154
Loans with no related allowance recorded [member] | Lease financing
Financing Receivable, Impaired [Line Items]
Current balance	94		94		195
Contractual Principal Balance	94		94		195
Related Allowance	0		0		0
Average current balance	98	109	149	113
Loans with no related allowance recorded [member] | Construction real estate
Financing Receivable, Impaired [Line Items]
Current balance	1,075		1,075		0
Contractual Principal Balance	1,075		1,075		0
Related Allowance	0		0		0
Average current balance	1,075	0	538	0
Loans with no related allowance recorded [member] | Commercial real estate
Financing Receivable, Impaired [Line Items]
Current balance	23,285		23,285		12,232
Contractual Principal Balance	26,082		26,082		14,632
Related Allowance	0		0		0
Average current balance	25,465	14,924	19,939	15,383
Loans with no related allowance recorded [member] | Residential real estate
Financing Receivable, Impaired [Line Items]
Current balance	7,557		7,557		8,412
Contractual Principal Balance	8,844		8,844		9,648
Related Allowance	0		0		0
Average current balance	7,605	7,405	8,032	7,419
Loans with no related allowance recorded [member] | Home equity
Financing Receivable, Impaired [Line Items]
Current balance	3,603		3,603		3,973
Contractual Principal Balance	4,750		4,750		5,501
Related Allowance	0		0		0
Average current balance	3,926	5,176	4,111	5,231
Loans with no related allowance recorded [member] | Installment
Financing Receivable, Impaired [Line Items]
Current balance	325		325		437
Contractual Principal Balance	497		497		603
Related Allowance	0		0		0
Average current balance	357	378	413	336
Impaired Financing Receivables With Related Allowance [Member]
Financing Receivable, Impaired [Line Items]
Current balance	5,452		5,452
Contractual Principal Balance	5,456		5,456
Related Allowance	2,729		2,729
Impaired Financing Receivables With Related Allowance [Member] | Commercial
Financing Receivable, Impaired [Line Items]
Current balance	3,484		3,484		1,069
Contractual Principal Balance	3,484		3,484		1,071
Related Allowance	2,443		2,443		550
Average current balance	2,301	1,064	1,094	1,040
Impaired Financing Receivables With Related Allowance [Member] | Lease financing
Financing Receivable, Impaired [Line Items]
Current balance	0		0		0
Contractual Principal Balance	0		0		0
Related Allowance	0		0		0
Average current balance	0	535	0	357
Impaired Financing Receivables With Related Allowance [Member] | Construction real estate
Financing Receivable, Impaired [Line Items]
Current balance	0		0		0
Contractual Principal Balance	0		0		0
Related Allowance	0		0		0
Average current balance	0	0	0	0
Impaired Financing Receivables With Related Allowance [Member] | Commercial real estate
Financing Receivable, Impaired [Line Items]
Current balance	796		796		8,228
Contractual Principal Balance	796		796		8,277
Related Allowance	124		124		593
Average current balance	658	7,034	4,374	7,473
Impaired Financing Receivables With Related Allowance [Member] | Residential real estate
Financing Receivable, Impaired [Line Items]
Current balance	1,071		1,071		1,189
Contractual Principal Balance	1,075		1,075		1,189
Related Allowance	160		160		179
Average current balance	1,126	1,470	1,185	1,496
Impaired Financing Receivables With Related Allowance [Member] | Home equity
Financing Receivable, Impaired [Line Items]
Current balance	101		101		101
Contractual Principal Balance	101		101		101
Related Allowance	2		2		2
Average current balance	101	101	101	101
Impaired Financing Receivables With Related Allowance [Member] | Installment
Financing Receivable, Impaired [Line Items]
Current balance	0		0		0
Contractual Principal Balance	0		0		0
Related Allowance	0		0		0
Average current balance	0	0	0	0
Impaired Financing Receivables With Related Allowance [Member]
Financing Receivable, Impaired [Line Items]
Current balance					10,587
Contractual Principal Balance					10,638
Related Allowance					$ 1,324
Average current balance	$ 4,186	$ 10,204	$ 6,754	$ 10,467

XML

LOANS AND LEASES - Changes in Other Real Estate Owned (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
FDIC indemnification asset	$ 9,600		$ 9,600		$ 12,000
Balance at beginning of period	5,300	$ 11,939	6,284	$ 13,254
Additions	1,963	271	2,250	1,179
Disposals	(1,130)	(2,137)	(2,292)	(4,172)
Write-downs	172	42	281	230
Balance at end of period	5,961	10,031	5,961	10,031
Commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	50	102	172	888
Disposals	(682)	(1,893)	(1,607)	(2,093)
Write-downs	116	29	162	146
Residential real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Additions	1,913	169	2,078	291
Disposals	(448)	(244)	(685)	(2,079)
Write-downs	$ 56	$ 13	$ 119	$ 84

XML

ALLOWANCE FOR LOAN AND LEASE LOSSES - Changes in the Allowance for Loan and Lease Losses for the Current and Comparable Quarter and Year-to-Date (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Receivables [Abstract]
Balance at beginning of period	$ 48,807	$ 44,375	$ 49,422	$ 43,149
Provision for loan and lease losses	1,508	3,760	2,989	5,495
Loans charged off	(3,936)	(2,049)	(6,450)	(3,416)
Recoveries	1,972	845	2,390	1,703
Balance at end of period	48,351	46,931	48,351	46,931
Balance at beginning of period	7,519	9,357	8,539	10,249
Provision for loan and lease losses covered	(1,041)	277	(2,155)	197
Loans charged-off	(562)	(653)	(798)	(1,728)
Recoveries	606	796	936	1,059
Balance at end of period	6,522	9,777	6,522	9,777
Balance at beginning of period	56,326	53,732	57,961	53,398
Provision for Loan and Lease Losses	467	4,037	834	5,692
Loans charged-off	(4,498)	(2,702)	(7,248)	(5,144)
Recoveries	2,578	1,641	3,326	2,762
Balance at end of period	$ 54,873	$ 56,708	$ 54,873	$ 56,708

XML

ALLOWANCE FOR LOAN AND LEASE LOSSES - Changes in the Allowance for Loan and Lease Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016
Allowance for loan and lease losses:
Balance at beginning of period	$ 56,326	$ 53,732	$ 57,961	$ 53,398
Provision for loan and lease losses	467	4,037	834	5,692
Loans charged-off	(4,498)	(2,702)	(7,248)	(5,144)
Recoveries	2,578	1,641	3,326	2,762
Total net charge-offs	(1,920)	(1,061)	(3,922)	(2,382)
Balance at end of period	54,873	56,708	54,873	56,708
Ending allowance on loans individually evaluated for impairment					$ 2,729	$ 1,324
Ending allowance on loans collectively evaluated for impairment					52,144	56,637
Ending allowance for loan and lease losses	56,326	53,732	57,961	53,398	54,873	57,961
Loans and Leases:
Ending balance of loans individually evaluated for impairment					56,706	47,970
Ending balance of loans collectively evaluated for impairment					5,817,059	5,709,512
Loans and Leases Receivable, Net of Deferred Income					5,873,765	5,757,482
Commercial
Allowance for loan and lease losses:
Balance at beginning of period	17,148	18,170	19,225	16,995
Provision for loan and lease losses	3,537	2,572	2,941	4,004
Loans charged-off	(3,065)	(265)	(4,808)	(744)
Recoveries	693	420	955	642
Total net charge-offs	(2,372)	155	(3,853)	(102)
Balance at end of period	18,313	20,897	18,313	20,897
Ending allowance on loans individually evaluated for impairment					2,443	550
Ending allowance on loans collectively evaluated for impairment					15,870	18,675
Ending allowance for loan and lease losses	17,148	18,170	19,225	16,995	18,313	19,225
Loans and Leases:
Ending balance of loans individually evaluated for impairment					18,799	13,203
Ending balance of loans collectively evaluated for impairment					1,805,790	1,768,745
Loans and Leases Receivable, Net of Deferred Income					1,824,589	1,781,948
Lease financing
Allowance for loan and lease losses:
Balance at beginning of period	616	866	716	821
Provision for loan and lease losses	(67)	1,014	(167)	1,059
Loans charged-off	0	0	0	0
Recoveries	1	1	1	1
Total net charge-offs	1	1	1	1
Balance at end of period	550	1,881	550	1,881
Ending allowance on loans individually evaluated for impairment					0	0
Ending allowance on loans collectively evaluated for impairment					550	716
Ending allowance for loan and lease losses	616	866	716	821	550	716
Loans and Leases:
Ending balance of loans individually evaluated for impairment					94	195
Ending balance of loans collectively evaluated for impairment					88,058	92,913
Loans and Leases Receivable, Net of Deferred Income					88,152	93,108
Construction real estate
Allowance for loan and lease losses:
Balance at beginning of period	3,607	2,272	3,282	1,810
Provision for loan and lease losses	(280)	447	45	886
Loans charged-off	0	(28)	0	(31)
Recoveries	89	202	89	228
Total net charge-offs	89	174	89	197
Balance at end of period	3,416	2,893	3,416	2,893
Ending allowance on loans individually evaluated for impairment					0	0
Ending allowance on loans collectively evaluated for impairment					3,416	3,282
Ending allowance for loan and lease losses	3,607	2,272	3,282	1,810	3,416	3,282
Loans and Leases:
Ending balance of loans individually evaluated for impairment					1,075	0
Ending balance of loans collectively evaluated for impairment					442,037	399,434
Loans and Leases Receivable, Net of Deferred Income					443,112	399,434
Commercial real estate
Allowance for loan and lease losses:
Balance at beginning of period	23,745	22,416	26,540	23,656
Provision for loan and lease losses	(2,941)	1,283	(5,507)	863
Loans charged-off	(485)	(1,596)	(970)	(2,858)
Recoveries	1,398	681	1,654	1,123
Total net charge-offs	913	(915)	684	(1,735)
Balance at end of period	21,717	22,784	21,717	22,784
Ending allowance on loans individually evaluated for impairment					124	593
Ending allowance on loans collectively evaluated for impairment					21,593	25,947
Ending allowance for loan and lease losses	23,745	22,416	26,540	23,656	21,717	26,540
Loans and Leases:
Ending balance of loans individually evaluated for impairment					24,081	20,460
Ending balance of loans collectively evaluated for impairment					2,447,574	2,407,117
Loans and Leases Receivable, Net of Deferred Income					2,471,655	2,427,577
Residential real estate
Allowance for loan and lease losses:
Balance at beginning of period	5,485	4,040	3,208	4,014
Provision for loan and lease losses	(305)	(801)	2,024	(793)
Loans charged-off	(223)	(28)	(284)	(73)
Recoveries	59	81	68	144
Total net charge-offs	(164)	53	(216)	71
Balance at end of period	5,016	3,292	5,016	3,292
Ending allowance on loans individually evaluated for impairment					160	179
Ending allowance on loans collectively evaluated for impairment					4,856	3,029
Ending allowance for loan and lease losses	5,485	4,040	3,208	4,014	5,016	3,208
Loans and Leases:
Ending balance of loans individually evaluated for impairment					8,628	9,601
Ending balance of loans collectively evaluated for impairment					481,770	491,379
Loans and Leases Receivable, Net of Deferred Income					490,398	500,980
Home equity
Allowance for loan and lease losses:
Balance at beginning of period	3,774	3,976	3,043	3,943
Provision for loan and lease losses	526	(707)	1,331	(522)
Loans charged-off	(384)	(398)	(564)	(738)
Recoveries	222	131	328	319
Total net charge-offs	(162)	(267)	(236)	(419)
Balance at end of period	4,138	3,002	4,138	3,002
Ending allowance on loans individually evaluated for impairment					2	2
Ending allowance on loans collectively evaluated for impairment					4,136	3,041
Ending allowance for loan and lease losses	3,774	3,976	3,043	3,943	4,138	3,043
Loans and Leases:
Ending balance of loans individually evaluated for impairment					3,704	4,074
Ending balance of loans collectively evaluated for impairment					460,362	456,314
Loans and Leases Receivable, Net of Deferred Income					464,066	460,388
Installment
Allowance for loan and lease losses:
Balance at beginning of period	419	354	388	386
Provision for loan and lease losses	19	(3)	28	(61)
Loans charged-off	(126)	(30)	(175)	(103)
Recoveries	43	62	114	161
Total net charge-offs	(83)	32	(61)	58
Balance at end of period	355	383	355	383
Ending allowance on loans individually evaluated for impairment					0	0
Ending allowance on loans collectively evaluated for impairment					355	388
Ending allowance for loan and lease losses	419	354	388	386	355	388
Loans and Leases:
Ending balance of loans individually evaluated for impairment					325	437
Ending balance of loans collectively evaluated for impairment					47,329	50,202
Loans and Leases Receivable, Net of Deferred Income					47,654	50,639
Credit card
Allowance for loan and lease losses:
Balance at beginning of period	1,532	1,638	1,559	1,773
Provision for loan and lease losses	(22)	232	139	256
Loans charged-off	(215)	(357)	(447)	(597)
Recoveries	73	63	117	144
Total net charge-offs	(142)	(294)	(330)	(453)
Balance at end of period	1,368	1,576	1,368	1,576
Ending allowance on loans individually evaluated for impairment					0	0
Ending allowance on loans collectively evaluated for impairment					1,368	1,559
Ending allowance for loan and lease losses	$ 1,532	$ 1,638	$ 1,559	$ 1,773	1,368	1,559
Loans and Leases:
Ending balance of loans individually evaluated for impairment					0	0
Ending balance of loans collectively evaluated for impairment					44,139	43,408
Loans and Leases Receivable, Net of Deferred Income					$ 44,139	$ 43,408

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GOODWILL AND OTHER INTANGIBLE ASSETS--Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 204,100		$ 204,100		$ 204,084
Intangible Assets, Net (Excluding Goodwill)	6,000		6,000		6,500
Finite-Lived Core Deposits, Gross	3,900		3,900		$ 4,500
Finite-Lived Intangible Assets, Amortization Expense	$ 300	$ 400	$ 700	$ 800
Core Deposits [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortization method			accelerated basis
Estimated weighted average life (in years)			4 years 4 months

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BORROWINGS Borrowings - - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Federal Home Loan Bank short-term borrowings	$ 957,700	$ 687,700
Line of Credit Facility, Maximum Borrowing Capacity	15,000
Commitments outstanding to extend credit	0	$ 0
Subordinated debt	$ 120,000
Subordinated Borrowing, Interest Rate	5.125%

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BORROWINGS - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Amount
Subordinated debt	$ 120,000	$ 120,000
FHLB long-term advances	343	351
Capital loan with municipality	775	775
Total long-term debt	$ 119,669	$ 119,589
Average Rate [Abstract]
Debt, Weighted Average Interest Rate	5.13%	5.13%
Federal Home Loan Bank	1.46%	1.43%
Weighted average rate on other long-term debt	0.00%	0.00%
Total long-term debt	5.14%	5.15%
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ (1,449)	$ (1,537)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Other Comprehensive Income (Loss), before Reclassification Adjustments and Tax [Abstract]
Unrealized gain (loss) on investment securities	$ 7,170	$ 7,877	$ 10,002	$ 18,852
Unrealized gain (loss) on derivatives	202	203	405	405
Retirement obligation	0	0	0	0
Total	7,372	8,080	10,407	19,257
Other Comprehensive Income (Loss) Reclassifications before Tax [Abstract]
Unrealized gain (loss) on investment securities	838	(188)	1,354	(164)
Unrealized gain (loss) on derivatives	0	0	0	0
Retirement obligation	(335)	(317)	(670)	(634)
Total	503	(505)	684	(798)
Transactions Pre-tax
Unrealized gain (loss) on investment securities	6,332	8,065	8,648	19,016
Unrealized gain (loss) on derivatives	202	203	405	405
Unfunded pension obligation	335	317	670	634
Total	6,869	8,585	9,723	20,055
Transactions Tax-effect
Unrealized gain (loss) on investment securities	(2,256)	(2,873)	(3,085)	(6,781)
Unrealized gain (loss) on derivatives	(74)	(75)	(149)	(149)
Retirement obligation	(122)	(116)	(268)	(233)
Total	(2,452)	(3,064)	(3,502)	(7,163)
Transactions Net of tax
Unrealized gain (loss) on investment securities	4,076	5,192	5,563	12,235
Unrealized gain (loss) on derivatives	128	128	256	256
Retirement obligation	213	201	402	401
Total	4,417	5,521	6,221	12,892
Balances Net of tax
Unrealized gain (loss) on investment securities	1,014	7,302	1,014	7,302	$ (3,062)	$ (4,549)	$ 2,110	$ (4,933)
Unrealized gain (loss) on cash flow hedges	(835)	(1,343)	(835)	(1,343)	(963)	(1,091)	(1,471)	(1,599)
Retirement obligation	(22,401)	(23,647)	(22,401)	(23,647)	(22,614)	(22,803)	(23,848)	(24,048)
Total	$ (22,222)	$ (17,688)	$ (22,222)	$ (17,688)	$ (26,639)	$ (28,443)	$ (23,209)	$ (30,580)

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ACCUMULATED OTHER COMPREHENSIVE INCOME AMOUNT RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Other Accumulated Comprehensive income reclassified from AOCI [Line Items]
Net gains (losses) on sales of investment securities	$ 838	$ (188)	$ 1,354	$ (164)
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	104	104	207	207
Defined Benefit Plan, Amortization of Gain (Loss)	(439)	(421)	(877)	(841)
Other Comprehensive Income, Reclassification, Amortization of Defined Benefit Plans items, Pre-tax	(335)	(317)	(670)	(634)
Total	$ 503	$ (505)	$ 684	$ (798)

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DERIVATIVES - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($) entity	Dec. 31, 2016 USD ($) entity
Derivative [Line Items]
Maximum derivative notional position as a percentage of assets	35.00%
Maximum credit exposure as a percentage of capital	3.00%
Maximum single counterparty credit risk exposure	$ 20,000
Inerest-bearing deposit liability	$ 1,422,978	$ 1,354,056
Number of counterparties | entity	10	10
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	$ 12,703	$ 12,587
Interest Rate Lock Commitments [Member]
Derivative [Line Items]
Inerest-bearing deposit liability	24,800	13,200
Other Credit Derivatives [Member]
Derivative [Line Items]
Inerest-bearing deposit liability	25,500	17,800
Credit Risk Derivative Liabilities, at Fair Value	100	200
Credit Risk Contract [Member]
Derivative [Line Items]
Inerest-bearing deposit liability	61,200	64,900
Credit Risk Derivative Liabilities, at Fair Value	0	0
Accrued interest and other liabilities | Derivative [Member]
Derivative [Line Items]
Inerest-bearing deposit liability	711,500	677,800
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	$ 3,700	$ 5,200

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DERIVATIVES - Summary of Derivative Financial Instruments and Balances (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Inerest-bearing deposit liability	$ 1,422,978	$ 1,354,056
Estimate Fair Value Gain	12,701	12,559
Estimate Fair Value Loss	(12,703)	(12,587)
Other Credit Derivatives [Member]
Derivatives, Fair Value [Line Items]
Inerest-bearing deposit liability	25,500	17,800
Credit Risk Derivative Liabilities, at Fair Value	100	200
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other liabilities
Derivatives, Fair Value [Line Items]
Inerest-bearing deposit liability	711,489	677,028
Estimate Fair Value Gain	3,611	4,158
Estimate Fair Value Loss	(9,092)	(8,429)
Fair Value Hedges | Matched interest rate swaps | Accrued interest and other assets
Derivatives, Fair Value [Line Items]
Inerest-bearing deposit liability	711,489	677,028
Estimate Fair Value Gain	9,090	8,401
Estimate Fair Value Loss	$ (3,611)	$ (4,158)

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DERIVATIVES DERIVATIVES - Disclosure by Type of Financial Instrument (Details) - Fair Value Hedges - Matched interest rate swaps - Accrued interest and other liabilities - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Gross amounts of recognized liabilities	$ 12,703	$ 12,587
Derivative Liability, Fair Value, Gross Asset	(5,309)	(462)
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	$ 7,394	$ 12,125

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DERIVATIVES - Derivative Financial Instruments, Average Remaining Maturity and the Weighted-Average Interest Rates being Paid and Received (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Derivative [Line Items]
Notional Value	$ 1,422,978	$ 1,354,056
Interest Rate Swap
Derivative [Line Items]
Notional Value	$ 1,422,978
Average Maturity (years)	5 years 11 months
Fair Value	$ (2)
Weighted-Average Rate Receive	3.47%
Weighted-Average Rate Pay	3.47%
Interest Rate Swap | Derivative Financial Instruments Receive Fixed Pay Variable
Derivative [Line Items]
Notional Value	$ 711,489
Average Maturity (years)	5 years 11 months
Fair Value	$ 5,479
Weighted-Average Rate Receive	3.76%
Weighted-Average Rate Pay	3.18%
Interest Rate Swap | Derivative Financial Instruments Receive Variable Pay Fixed
Derivative [Line Items]
Notional Value	$ 711,489
Average Maturity (years)	5 years 11 months
Fair Value	$ (5,481)
Weighted-Average Rate Receive	3.18%
Weighted-Average Rate Pay	3.76%

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Commitments and Contingencies Disclosure [Line Items]
Commitments outstanding to extend credit	$ 0		$ 0		$ 0
Letters of credit issued to guarantee performance of a client to a third party	26,600		26,600		18,400
Affordable Housing Program Obligation	40,600		40,600		32,700
Affordable housing contingent commitment	0		0		0
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets	4,900		4,900		4,900
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount	13,700		13,700		13,700
Amortization Method Qualified Affordable Housing Project Investments, Amortization	1,200	$ 800	2,200	$ 1,400
Estimated Litigation Liability	0		0		0
Loans and Leases Receivable, Commitments, Fixed Rates			112,000
Loans and Leases Receivable, Commitments, Variable Rates			$ 1,900,000
Loan Commitments, Fixed Interest Rate Range, Minimum			0.00%
Loan Commitments, Fixed Interest Rate Range, Maximum			21.00%
Loan Commitments, Fixed Rate, Maturities, Minimum			1 year
Loan Commitments, Fixed Rate, Maturities, Maximum			29 years
Commitments to Extend Credit
Commitments and Contingencies Disclosure [Line Items]
Commitments outstanding to extend credit	2,100,000		$ 2,100,000		$ 2,000,000
Affordable housing investment [Member]
Commitments and Contingencies Disclosure [Line Items]
Low-income housing tax credit	800	500	1,600	1,100
Historic tax credit [Member]
Commitments and Contingencies Disclosure [Line Items]
Low-income housing tax credit	$ 100	$ 100	$ 300	$ 300

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income tax expense	$ 11,215	$ 11,308	$ 21,685	$ 21,186
Effective tax rate	33.00%	33.40%	31.50%	33.30%
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 0		$ 1,200
Unrecognized Tax Benefits that Would Impact Effective Tax Rate					$ 2,400

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EMPLOYEE BENEFIT PLANS - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Retirement Benefits [Abstract]
Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year	$ 0		$ 0
Payment for Pension Benefits			0		$ 0
Pension Cost (Reversal of Cost)	$ (318,000)	$ (225,000)	$ (637,000)	$ (450,000)

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EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS - Employee benefit plan amounts recognized in the Consolidated Balance Sheets and Consolidated Statements of Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Retirement Benefits [Abstract]
Service cost	$ 1,239	$ 1,309	$ 2,477	$ 2,617
Interest cost	589	581	1,178	1,162
Expected return on plan assets	(2,481)	(2,432)	(4,962)	(4,863)
Amortization of prior service cost	(104)	(104)	(207)	(207)
Defined Benefit Plan, Amortization of Gain (Loss)	439	421	877	841
Net periodic benefit cost (income)	$ (318)	$ (225)	$ (637)	$ (450)

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EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator for basic and diluted earnings per share -income available to common shareholders:
Net income	$ 22,736	$ 22,568	$ 47,150	$ 42,382
Denominator for basic earnings per share - weighted average shares	61,543,478	61,194,254	61,471,347	61,115,525
Effect of dilutive securities -
Employee stock awards	625,031	763,206	649,706	734,493
Warrants	65,513	69,548	66,420	62,348
Denominator for diluted earnings per share - adjusted weighted average shares	62,234,022	62,027,008	62,187,473	61,912,366
Basic	$ 0.37	$ 0.37	$ 0.77	$ 0.69
Diluted	$ 0.37	$ 0.36	$ 0.76	$ 0.68

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EARNINGS PER COMMON SHARE - Additional Information (Details) - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share Disclosure [Line Items]
Investment Warrants, Exercise Price	$ 12.12
Antidilutive Warrants
Earnings Per Share Disclosure [Line Items]
Stock options and warrants with an exercise price greater than the average market price of the common shares not included in the computation of net income per diluted share	112,233	177,527
Antidilutive Stock Options
Earnings Per Share Disclosure [Line Items]
Stock options and warrants with an exercise price greater than the average market price of the common shares not included in the computation of net income per diluted share	0	0

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FAIR VALUE DISCLOSURES - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure	$ 12,703	$ 12,587
Financial assets
Investment securities held-to-maturity	696,269	763,254
Other investments	53,285	51,077
FDIC indemnification asset	9,600	12,000
Deposits
Noninterest-bearing	1,476,563	1,547,985
Savings	2,398,262	2,142,189
Time	1,097,911	1,321,843
Carrying value
Financial assets
Cash and short-term investments	147,317	204,048
Investment securities held-to-maturity	696,269	763,254
Other investments	53,285	51,077
Loans held for sale	11,939	13,135
Loans and leases, net of ALLL	5,818,892	5,699,521
FDIC indemnification asset	9,599	12,017
Interest Receivable	19,968	18,503
Deposits
Noninterest-bearing	1,476,563	1,547,985
Interest-bearing demand	1,496,173	1,513,771
Savings	2,398,262	2,142,189
Time	1,097,911	1,321,843
Total deposits	6,468,909	6,525,788
Short-term borrowings	1,088,333	807,912
Long-term debt	119,669	119,589
Interest Payable	5,197	5,049
Fair value
Financial assets
Cash and short-term investments	147,317	204,048
Investment securities held-to-maturity	698,722	763,575
Loans held for sale	11,939	13,135
Loans and leases, net of ALLL	5,858,101	5,754,845
FDIC indemnification asset	5,378	6,720
Interest Receivable	19,968	18,503
Deposits
Noninterest-bearing	1,476,563	1,547,985
Interest-bearing demand	1,496,173	1,513,771
Savings	2,398,262	2,142,189
Time	1,092,974	1,316,333
Total deposits	6,463,972	6,520,278
Short-term borrowings	1,088,333	807,912
Long-term debt	119,101	117,878
Interest Payable	5,197	5,049
Fair Value, Inputs, Level 1 [Member] | Fair value
Financial assets
Cash and short-term investments	147,317	204,048
Investment securities held-to-maturity	0	0
Loans held for sale	0	0
Loans and leases, net of ALLL	0	0
FDIC indemnification asset	0	0
Interest Receivable	0	0
Deposits
Noninterest-bearing	0	0
Interest-bearing demand	0	0
Savings	0	0
Time	0	0
Total deposits	0	0
Short-term borrowings	1,088,333	807,912
Long-term debt	0	0
Interest Payable	844	410
Fair Value, Inputs, Level 2 [Member] | Fair value
Financial assets
Cash and short-term investments	0	0
Investment securities held-to-maturity	698,722	763,575
Loans held for sale	11,939	13,135
Loans and leases, net of ALLL	0	0
FDIC indemnification asset	0	0
Interest Receivable	7,126	5,705
Deposits
Noninterest-bearing	1,476,563	1,547,985
Interest-bearing demand	1,496,173	1,513,771
Savings	2,398,262	2,142,189
Time	1,092,974	1,316,333
Total deposits	6,463,972	6,520,278
Short-term borrowings	0	0
Long-term debt	119,101	117,878
Interest Payable	4,353	4,639
Fair Value, Inputs, Level 3 [Member] | Fair value
Financial assets
Cash and short-term investments	0	0
Investment securities held-to-maturity	0	0
Loans held for sale	0	0
Loans and leases, net of ALLL	5,858,101	5,754,845
FDIC indemnification asset	5,378	6,720
Interest Receivable	12,842	12,798
Deposits
Noninterest-bearing	0	0
Interest-bearing demand	0	0
Savings	0	0
Time	0	0
Total deposits	0	0
Short-term borrowings	0	0
Long-term debt	0	0
Interest Payable	$ 0	$ 0

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FAIR VALUE DISCLOSURES - Summary of Financial Assets and Liabilities Measure at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets
Derivatives	$ 12,701	$ 12,559
Investment securities available-for-sale	1,298,578	1,039,870
Liabilities
Derivatives	12,703	12,587
Fair Value, Measurements, Recurring
Assets
Derivatives	12,847	12,922
Investment securities available-for-sale	1,298,578	1,039,870
Total	1,311,425	1,052,792
Liabilities
Derivatives	12,750	12,725
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1
Assets
Derivatives	0	0
Investment securities available-for-sale	8,924	8,711
Total	8,924	8,711
Liabilities
Derivatives	0	0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2
Assets
Derivatives	12,847	12,922
Investment securities available-for-sale	1,289,654	1,031,159
Total	1,302,501	1,044,081
Liabilities
Derivatives	12,750	12,725
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3
Assets
Derivatives	0	0
Investment securities available-for-sale	0	0
Total	0	0
Liabilities
Derivatives	$ 0	$ 0

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FAIR VALUE DISCLOSURES - Summary of Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements Using Level 1
Assets
Impaired loans	$ 0	$ 0
Other Real Estate Owned, Fair Value Disclosure	0	0
Fair Value Measurements Using Level 2
Assets
Impaired loans	0	0
Other Real Estate Owned, Fair Value Disclosure	0	0
Fair Value Measurements Using Level 3
Assets
Impaired loans	1,713	8,154
Other Real Estate Owned, Fair Value Disclosure	$ 3,217	$ 3,921