8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 5, 2003
Date of Report (Date of earliest event reported)

First Financial Bancorp.
(Exact name of registrant as specified in its charter)

Ohio	0-12379	31–1042001
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

300 High Street Hamilton, Ohio	(513) 867-5240	45011
(Address of principal executive offices)	(Registrant’s telephone number, including area code)	(Zip Code)

Form 8-K First Financial Bancorp.

Item 5. Other Events and Regulation FD Disclosure.

Effective December 5, 2003, First Financial Bancorp. (the “Registrant”) and First Financial Bank, National Association (formerly known as The First National Bank of Southwestern Ohio) amended the Registrant’s Rights Agreement dated as of November 23, 1993, as amended (the “Agreement”), to extend the term of the rights set forth in the Agreement for an additional five years, so that such rights shall now expire at the close of business on December 6, 2008.

Item 7. Exhibits.

     (c)  Exhibits:

4.1 Second Amendment to Rights Agreement, dated as of December 5, 2003, by and between the Registrant and First Financial Bank, National Association (formerly known as The First National Bank of Southwestern Ohio).

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.
Dated: December 5, 2003	By:	/s/ C. Douglas Lefferson C. Douglas Lefferson Senior Vice President and Chief Financial Officer

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
4.1	Second Amendment to Rights Agreement, dated as of December 5, 2003, by and between the Registrant and First Financial Bank, National Association (formerly known as The First National Bank of Southwestern Ohio).

EX-4.1 3 l04460aexv4w1.htm EXHIBIT 4.1

Exhibit 4.1

Second Amendment to Rights Agreement

     This Second Amendment to Rights Agreement (this “Second Amendment”) is made as of December _5_, 2003, by and between First Financial Bancorp., an Ohio corporation (the “Company”), and First Financial Bank, National Association (formerly known as The First National Bank of Southwestern Ohio) (the “Rights Agent”).

     Whereas, the Company and the Rights Agent entered into a Rights Agreement dated as of November 23, 1993, which Rights Agreement was subsequently amended by the Company and the Rights Agent as of May 1, 1998 (as amended, the “Agreement”); and

     Whereas, as permitted by Section 26 of the Agreement, the Company and the Rights Agent wish to amend the Agreement to extend the term of the rights set forth therein for an additional period of five years.

     Now, Therefore, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     Section 1. Section 1(p) of the Agreement is hereby amended and restated in full to read as follows:

     “Final Expiration Date” shall mean the close of business on December 6, 2008.”

     Section 2. The amendment set forth in Section 1 above shall be effective upon the close of business on December _5_, 2003.

     Section 3. Except for the amendments to the Agreement contained in this Second Amendment, all other provisions of the Agreement shall remain in full force and effect.

     In Witness Whereof, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first above written.

Attest: First Financial Bancorp.

By:	/s/ Janie McCauley	By:	/s/ C. Douglas Lefferson
Name:	Janie McCauley	Name:	C. Douglas Lefferson
Title:	Secretary	Title:	Senior Vice President & Chief Financial Officer

Attest: First Financial Bank, National Association

By:	/s/ Terri J. Ziepfel	By:	/s/ Mark W. Immelt
Name:	Terri J. Ziepfel	Name:	Mark W. Immelt
Title:	Secretary	Title:	President & Chief Executive Officer

CinLibrary/1348902.2

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