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

Date of Report (Date of earliest event reported): April 18, 2005

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation)	0-12379 (Commission File Number)	31-1042001 (IRS Employer Identification No.)
300 High Street, Hamilton, Ohio (Address of principal executive offices)		45011 (Zip Code)

Registrant’s telephone number, including area code: (513) 867-5447

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K First Financial Bancorp.

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

Item 1.01 Entry into a Material Definitive Agreement.

Short-Term Incentive Plan

On April 18, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of First Financial Bancorp. (the “Company”) approved a Short-Term Incentive Plan (the “Plan”). All of the Company’s employees, including the Company’s named executive officers (the “Named Executive Officers”), as defined by Item 402(a)(3) of the Securities and Exchange Commission’s Regulation S-K, will participate in the Plan. The Plan will be in effect beginning with the current fiscal year, which ends December 31, 2005. The Plan will replace the Company’s Performance Incentive Compensation Plan.

Under the Plan, a target percentage will be established for each participant, at the beginning of each fiscal year, based upon median competitive award levels for short-term incentive compensation within the financial services industry. The target percentage, after being adjusted for performance as described below, will be applied to actual base salary paid for the fiscal year. On April 18, 2005, the Compensation Committee approved the target percentages for the current fiscal year for each of the Named Executive Officers. Those target percentages are disclosed in the table below under the column “Short-Term Incentive Target Percentage.”

     Two performance measures, return on equity (“ROE”) and growth in earnings per share (“EPS”) will be used to determine the actual awards under the Plan. At the beginning of each fiscal year, the Compensation Committee will establish threshold, target and maximum ROE levels based upon the performance of banks of a comparable asset size. In addition, the Compensation Committee will establish threshold, target and maximum EPS growth levels based upon reasonable growth expectations for the Company. At the end of each fiscal year, the amount of the target percentage will be multiplied by a factor ranging from zero times the target percentage (for performance at or below the threshold ROE) up to two times the target percentage (for performance at or above the maximum ROE). After adjusting the target percentage based upon ROE performance (the “Adjusted Percentage”), the amount of the Adjusted Percentage will be further modified based upon EPS growth. The EPS modifier will range from a 20% reduction to the Adjusted Percentage (for performance at or below the threshold EPS growth rate) to a 20% increase to the Adjusted Percentage (for performance at or above the maximum EPS growth rate). After applying the EPS modifier to the Adjusted Percentage, the resulting percentage will be applied to actual base salary paid for the fiscal year to determine the actual award. However, for the current fiscal year only, the Compensation Committee has determined that the EPS modifier would not apply.

Awards under the Plan will be paid in cash to participants as soon as practicable following the close of each fiscal year; however, no payment will be made until the awards have been determined and approved by the Compensation Committee. The Plan may be amended or discontinued at any time at the election of the Compensation Committee, provided that no amendment or discontinuation will reduce the rights of participants during a current fiscal year.

Named Executive Officer Compensation

On April 18, 2005, the Compensation Committee approved base salary increases, short-term incentive target percentages under the Plan, restricted stock awards and stock option grants for the Named Executive Officers, as disclosed in the table below.

										Number of
			Short-							Shares		Value of
			Term			Number of		Value of		Underlying		Stock
			Incentive			Shares of		Shares of		Stock		Option
Named Executive Officer	Base		Target			Restricted		Restricted		Option		Grant
and Principal Position	Salary (1)		Percentage			Stock		Stock (2)		Grant		(3)
Claude E. Davis President and Chief Executive Officer	$	420,000		50	%		16,800	$	294,168		84,100	$	239,685
C. Douglas Lefferson Executive Vice President and Chief Operating Officer		250,000		40	%		5,000		87,550		25,000		71,250
C. Thomas Murrell, III Senior Vice President and Chief Credit Officer		195,000		30	%		2,800		49,028		13,900		39,615
Mark W. Immelt President and Chief Executive Officer of First Financial Bank		305,000		35	%		4,400		77,044		21,800		62,310
Rex A. Hockemeyer President and Chief Executive Officer of First Financial Bancorp Service Corp.		148,287		30	%		1,700		29,767		8,500		24,225

(1)	The increase in base salary is effective as of February 28, 2005.
(2)	The value of the restricted stock awards is based upon the closing price of the Company’s common stock as of April 18, 2005, which was $17.51 per share.
(3)	The value of the stock options granted was estimated using the Black-Scholes option valuation model.

Forms of Award Agreements under the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees

In addition to the foregoing disclosures, the Company is filing as exhibits to this Form 8-K the following forms of award agreements for stock option grants and restricted stock awards pursuant to the Company’s 1999 Stock Incentive Plan for Officers and Employees (the “Stock Incentive Plan”): (i) Stock Option Agreement for Incentive Stock Options, (ii) Stock Option Agreement for Nonqualified Stock Options, and (iii) Agreement for Restricted Stock Award. The forms of award agreements reflect changes approved by the Compensation Committee on April 18, 2005, to the standard terms and conditions of stock option grants and restricted stock awards made pursuant to the Stock Incentive Plan. For stock option grants, the Compensation Committee approved a revised vesting schedule of 25% of the grant on each of the first four

anniversaries of the grant date. For restricted stock awards, the Compensation Committee approved the addition of a performance benchmark of 12% ROE that must be achieved in order for the restricted stock to vest over a four-year vesting schedule.

Item 9.01 Financial Statements and Exhibits.

       (c) Exhibits.

10.1	Form of Stock Option Agreement for Incentive Stock Options.
10.2	Form of Stock Option Agreement for Nonqualified Stock Options.
10.3	Form of Agreement for Restricted Stock Award.

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.
By:	/s/  J. Franklin Hall
	J. Franklin Hall
	Chief Financial Officer

Date: April 22, 2005

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
10.1	Form of Stock Option Agreement for Incentive Stock Options.
10.2	Form of Stock Option Agreement for Nonqualified Stock Options.
10.3	Form of Agreement for Restricted Stock Award.

EX-10.1

Exhibit 10.1

STOCK OPTION AGREEMENT
for
INCENTIVE STOCK OPTIONS

This Stock Option Agreement (“Agreement”) is made as of ___, between First Financial Bancorp., an Ohio corporation (hereinafter called the “Corporation”) and ___, currently an employee of ___(hereinafter called the “Employee”).

In consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the Corporation and Employee agree as follows:

1.	Number Of Option Shares And Purchase Price. As of the date set forth above, the Corporation grants to the Employee, as a matter of separate inducement and agreement, and not in lieu of salary or any other compensation for services, the Option to purchase an aggregate of ___ shares of the Corporation’s Common Stock, without par value, on the terms and conditions hereinafter set forth, at the per share purchase price of $___, the Fair Market Value on the date of this Agreement as set forth above. The Employee accepts this Option subject to all the terms and conditions of the Plan and this Agreement. This grant is intended to be an agreement for an Incentive Stock Option and will be construed and interpreted accordingly.
2.	Incorporation Of Plan. The First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees (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 furnished to the Employee 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.
3.	Vesting Of Option. The Option, i.e., the right to purchase shares of the Corporation’s Common Stock under this Agreement, will become a vested accrued right to purchase only if the Employee has been continuously employed by the Corporation and/or one or more of its subsidiaries or Affiliates from the date of this Agreement to the date on which vesting occurs, and cannot be exercised before such date. The right to purchase shares of the Corporation’s Common Stock under this Agreement will vest on whichever occurs first (provided, however, that the right to purchase such shares under this Agreement will terminate on the tenth anniversary of the date of this Agreement):

a.	On the Employee’s retirement after the Employee’s sixty-fifth birthday;
b.	To the extent provided in the Plan upon a Change in Control; or
c.	According to the following Schedule:

Anniversary Date of this Agreement	Shares of Common Stock for which Option to Purchase Becomes Vested On Indicated Anniversary Number
First anniversary
Second anniversary
Third anniversary
Fourth anniversary

4.

Transfer Of Option. The Option is not transferable by an Employee other than by will, or, if the Employee dies intestate, by the laws of descent and distribution of the state of such Employee’s domicile at the time of death. The Option is exercisable during the lifetime of the Employee only by the Employee. The Option may not be assigned or hypothecated. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of attachment or similar process upon the Option, will be null and void and without effect. The Corporation may terminate the Option in the event of any such assignment, transfer, pledge, hypothecation, other disposition of the Option or levy of attachment or similar process, by notice to that effect to the person then entitled to exercise the Option. Such termination of the Option will not prejudice any rights or remedies which the Board of Directors or the Corporation may have under this Agreement or otherwise.

5.

Option Rights Upon Termination. In the event of the Employee’s Termination of Employment for any reason, the rights under any then-outstanding Option granted pursuant to the Plan which are exercisable as of the date he or she ceases to be an Employee may be exercised by the Employee (or in the case of a deceased Employee by his or her legal representative) within the periods described herein but in no event may the exercise of the Option extend beyond ten (10) years from the date of its grant. References to the Corporation in this Section 5 include the Corporation’s subsidiaries and Affiliates. A transfer of the Employee’s employment between subsidiaries and/or Affiliates of the Corporation or between any subsidiary or Affiliate and the Corporation will not be considered a termination of employment for purposes of this Agreement.

(a)	If the Employee’s Termination of Employment is for any reason other than death, Disability, Retirement or Cause, the Option will terminate three months after the Employee’s Termination of Employment (unless the Employee dies during such period), or on the Option’s expiration date, if earlier, and will be exercisable during such period after the Employee’s Termination of Employment only with respect to the number of shares of Common Stock which the Employee was entitled to purchase on the day preceding the day on which the Termination of Employment occurs.
(b)	If the Employee’s Termination of Employment is for Cause (as defined in the Plan), the Option will terminate on the date of the Employee’s Termination of Employment and may not be exercised on or after that date.
(c)	If the Employee’s Termination of Employment is due to the Employee’s death while an employee of the Corporation, the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s death, or (y) the Option’s expiration date. The Option will be exercisable during such period after the Employee’s death with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s death.
(d)	If the Employee’s Termination of Employment is due to the Employee’s Disability or Retirement while an employee of the Corporation, the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s Disability or Retirement (unless the Employee dies during such period), or (y) the Option’s expiration date. The Option will be exercisable during such period after the Employee’s Disability or Retirement with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s Disability or Retirement, as the case may be.

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(e)	In the event of the Employee’s death within twelve months after the Employee’s Termination of Employment due to Disability or Retirement or in the event of the Employee’s death within three months after the Employee’s Termination of Employment for any other reason (except for Cause or death), the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s death, or (y) the Option’s expiration date. The Option will be exercisable during such period after the Employee’s death with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s death.
(f)	Notwithstanding Section 5(a) but subject to Section 5(b), if the Employee’s Termination of Employment occurs at or after a Change in Control other than by reason of Cause, death, Disability or Retirement, an Option held by the Employee will be exercisable for the lesser of: (x) six months and one day after the Employee’s Termination of Employment, and (y) the balance of such Option’s term.
(g)	Notwithstanding any other provision of this Agreement, in the event of Termination of Employment with the Corporation for any reason, and its sole discretion, the Committee may extend any exercise period which is less than twelve months up to twelve months after the Employee ceases to be an employee (but in no event beyond the Option’s expiration date) and/or may permit the exercise of all or any portion of the Option not otherwise yet exercisable.
(h)	If an Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, the Option will thereafter be treated as a Nonqualified Stock Option and the favorable tax treatment prescribed under Section 422 of the Code will not be available.

6.   Exercise Of Option. Subject to the terms and conditions of this Agreement, the Option is exercisable only by written notice to the Corporation delivered pursuant to Section 10 of this Agreement. Each exercise of the Option must involve the purchase of not less than One Hundred (100) shares of the Corporation’s Common Stock except when any unused accrued right to purchase applies to less than One Hundred (100) shares. Each notice concerning the exercise of the Option must:

(a)	state the election to exercise the Option and the number of shares for which it is being exercised;
(b)	be signed by the person or persons exercising the Option and, if the Option is being exercised by anyone other than the Employee, be accompanied by proof, satisfactory to counsel for the Corporation, of the right of such person or persons to exercise the Option; and
(c)	be accompanied by full payment equal to the aggregate exercise price of the shares for which the Option is being exercised in one or a combination of the following forms:

(i)   a certified or bank check or such other instrument as the Corporation may accept payable to the order of the Corporation,

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(ii)

a tender of shares of previously acquired, unrestricted Common Stock of the Corporation owned for at least six months having a Fair Market Value at the time of exercise equal to the exercise price of the shares for which the Option is being exercised, or

(iii)

instructions to the Corporation to withhold from the shares in respect of which the Option is being exercised a number of such shares having a Fair Market Value on the date of exercise equal to the exercise price of the shares for which the Option is being exercised; provided however, that if payment for an Option is made by withholding such shares, the payment will be treated as a disqualifying disposition under the federal income tax rules that apply to incentive stock options and the favorable tax treatment prescribed under Section 422 of the Code will not be available with respect to such shares.

The Option will not be deemed to have been exercised unless all of the preceding provisions of this Section 6 are complied with. For all purposes of this Agreement, the date of the exercise of the Option with respect to any particular shares is the date on which such notice, proof (if required) and payment, all have been mailed by registered mail or personally delivered to the Corporation. Such delivery may be made at the office of the Corporation, 300 High Street, Hamilton, Ohio 45011, or at such other place as the Corporation has designated by notice. The certificate or certificates for the shares as to which the Option is exercised will be registered in the name of the person or persons exercising the Option and will be delivered to or upon the written order of the person or persons exercising the Option within fifteen days after receipt by the Corporation of such notice, proof (if required) and payment.

7.   Holding Period For Option Shares Purchased.

(a)

The Employee agrees not to sell, assign or transfer any shares of Common Stock acquired as a result of exercising an Option, or any part thereof, until after such shares have been held by the Employee for one year after the date of exercise of the Option which resulted in their acquisition. This Section 7 will not apply: (i) on and after a Change in Control, (ii) on and after an Employee’s Disability or Retirement, (iii) to a person who is the personal representative, heir or legatee of a deceased Employee, (iv) to the extent necessary for tax withholding pursuant to the Plan or (v) to the extent necessary in connection with the exercise of an Option pursuant to the third paragraph of Section 6(c). Certificates for shares subject to the restrictions of this Section 7 will include a legend which describes such restrictions. When such restrictions end, unlegended certificates for such shares will be delivered upon surrender of the legended certificates.

(b)

If the Employee makes any disposition of any shares of Common Stock acquired as a result of exercising an Option, or any part thereof, herein granted, within two years from the date of this Agreement or within one year from the date that the shares of Common Stock are transferred to the Employee upon exercise, the disposition will be treated as a disqualifying disposition under the federal income tax rules that apply to incentive stock options and the favorable tax treatment prescribed under Section 422 of the Code will not be available for the shares that are the subject of the disposition.

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8.   Adjustments To Option Shares. If, after the date of this Agreement, the Common Shares of the Corporation are, 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 Common Share subject to an unexercised Option (in whole or in part) 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;
(b)	the Option price per share or unit of securities will be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the Option remains the same as immediately prior to such event; and
(c)	the Corporation will make such other adjustments to the securities subject to options and provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares subject to any Option will always be a whole number.

9.   Conditions For Exercise Of Option. Notwithstanding any other provision of this Agreement, no Option granted under this Agreement may be exercised in whole or in part:

(a)	Unless the shares being the subject of this Agreement are registered under the Securities Act of 1933 (the “Act”), or if such registration is not required, unless the Employee exercising the Option furnishes the Corporation with an opinion of counsel acceptable to the Corporation confirming that such registration is not required, provided, however, that the Corporation may waive the presentation of an opinion of counsel but may require a written statement signed by the Employee containing investment representations satisfactory to the Corporation and an agreement to accept such restrictions on transfer of the shares as the Corporation reasonably imposes so long as such shares have not been currently registered under the Act;
(b)	Until the shares subject to this Agreement are registered under any applicable blue sky laws; or
(c)	If the issuance of Common Stock of the Corporation upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.

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, 300 High Street, Hamilton, Ohio 45011, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Employee or other person or persons then entitled to exercise the Option will be delivered to the Employee or such other person or persons at the Employee’s address below specified or such other 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

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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 Employee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.

12.   Successors And Assigns. This Agreement will inure to the benefit of and be binding upon each successor and assign of the Corporation. All obligations imposed upon the Employee, and all rights granted to the Corporation hereunder or in the Plan are binding upon the Employee’s heirs, legal representatives and successors.

13.   Obligations Of The Corporation. The liability of the Corporation under the Plan and this Agreement and any sale made hereunder is limited to the obligations set forth herein with respect to such sale. No term or provision of the Plan or this Agreement will be construed to impose any

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liability on the Corporation in favor of the Employee with respect to any loss, cost or expense which the Employee may incur in connection with or arising out of any transaction in connection therewith. Nothing in the Plan or this Agreement will confer upon the Employee any right to continue in the employ of the Corporation or any subsidiary or Affiliate of the Corporation, to be entitled to any remuneration or benefits not set forth in the Plan or this Agreement or interfere with or limit the right of the Corporation or any subsidiary or Affiliate of the Corporation to terminate the Employee’s employment at any time.

14.   Governing Law. This Agreement will be governed by the laws of the State of Ohio.

15.   Entire Agreement. This Stock Option 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 or Affiliates and the Employee relating to the grant of the Options that are the subject of this Agreement and/or the right to purchase shares of Corporation Common Stock in connection with those Options. 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.

16.   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, the Corporation has caused this Agreement to be executed in its name by its Chairman or by its President and its corporate seal to be hereunto affixed and attested by its Secretary or by its ______ as of the day and year first above written, and the Employee has hereunto set his or her hand on the day and year specified below.

	FIRST FINANCIAL BANCORP.
	By:
	Title:	President & CEO
ATTEST:
Executive Vice President
			Employee’s Signature
			Social Security Number
			Address
			City/State/Zip
			Date

ISO99-EMP

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EX-10.2

Exhibit 10.2

STOCK OPTION AGREEMENT
for
NONQUALIFIED STOCK OPTIONS

This Stock Option Agreement for Nonqualified Stock Options (the “Agreement”) is made as of ___, between First Financial Bancorp., an Ohio corporation (hereinafter called the “Corporation”) and ___, currently an employee of ___(hereinafter called the “Employee”).

In consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the Corporation and Employee agree as follows:

1.	Number Of Option Shares And Purchase Price. As of the date set forth above, the Corporation grants to the Employee, as a matter of separate inducement and agreement, and not in lieu of salary or any other compensation for services, the Option to purchase an aggregate of ___ shares of the Corporation’s Common Stock, without par value, on the terms and conditions hereinafter set forth, at the per share purchase price of $___, the Fair Market Value on the date of this Agreement as set forth above. The Employee accepts this Option subject to all the terms and conditions of the Plan and this Agreement. This grant is intended to be an agreement for a Nonqualified Stock Option and will be construed and interpreted accordingly.
2.	Incorporation Of Plan. The First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees (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 furnished to the Employee 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.
3.	Vesting Of Option. The Option, i.e., the right to purchase shares of the Corporation’s Common Stock under this Agreement, will become a vested accrued right to purchase only if the Employee has been continuously employed by the Corporation and/or one or more of its subsidiaries or Affiliates from the date of this Agreement to the date on which vesting occurs, and cannot be exercised before such date. The right to purchase shares of the Corporation’s Common Stock under this Agreement will vest on whichever occurs first (provided, however, that the right to purchase such shares under this Agreement will terminate on the tenth anniversary of the date of this Agreement):

a.	On the Employee’s retirement after the Employee’s sixty-fifth birthday;
b.	To the extent provided in the Plan upon a Change in Control; or
c.	According to the following Schedule:

Anniversary Date of this Agreement	Shares of Common Stock for which Option to Purchase Becomes Vested On Indicated Anniversary Number
First anniversary
Second anniversary
Third anniversary
Fourth anniversary

4.

Transfer Of Option. The Option is not transferable by an Employee other than: (i) by will, or, if the Employee dies intestate, by the laws of descent and distribution of the state of such Employee’s domicile at the time of death or (ii) pursuant to a qualified domestic relations order (a “QDRO,” as defined in the Internal Revenue Code or Title I of the Employee Retirement Income Security Act of 1974, as amended). The Option is exercisable during the lifetime of the Employee only by the Employee or the person to whom it is transferred pursuant to a QDRO. The Option may not be assigned or hypothecated. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of attachment or similar process upon the Option, will be null and void and without effect. The Corporation may terminate the Option in the event of any such assignment, transfer, pledge, hypothecation, other disposition of the Option or levy of attachment or similar process, by notice to that effect to the person then entitled to exercise the Option. Such termination of the Option will not prejudice any rights or remedies which the Board of Directors or the Corporation may have under this Agreement or otherwise.

5.

Option Rights Upon Termination. In the event of the Employee’s Termination of Employment for any reason, the rights under any then-outstanding Option granted pursuant to the Plan which are exercisable as of the date he or she ceases to be an Employee may be exercised by the Employee (or in the case of a deceased Employee by his or her legal representative) within the periods described herein but in no event may the exercise of the Option extend beyond ten (10) years from the date of its grant. References to the Corporation in this Section 5 include the Corporation’s subsidiaries and Affiliates. A transfer of the Employee’s employment between subsidiaries and/or Affiliates of the Corporation or between any subsidiary or Affiliate and the Corporation will not be considered a Termination of Employment for purposes of this Agreement.

(a)	If the Employee’s Termination of Employment is for any reason other than death, Disability, Retirement or Cause, the Option will terminate three months after the Employee’s Termination of Employment (unless the Employee dies during such period), or on the Option’s expiration date, if earlier, and will be exercisable during such period after the Employee’s Termination of Employment only with respect to the number of shares of Common Stock which the Employee was entitled to purchase on the day preceding the day on which the Termination of Employment occurs.
(b)	If the Employee’s Termination of Employment is for Cause (as defined in the Plan), the Option will terminate on the date of the Employee’s Termination of Employment and may not be exercised on or after that date.
(c)	If the Employee’s Termination of Employment is due to the Employee’s death while an employee of the Corporation, the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s death, or (y) the Option’s expiration date. The Option will be exercisable during such period after the Employee’s death with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s death.
(d)	If the Employee’s Termination of Employment is due to the Employee’s Disability or Retirement while an employee of the Corporation, the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s Disability or Retirement (unless the Employee dies during such period), or (y) the Option’s expiration

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date. The Option will be exercisable during such period after the Employee’s Disability or Retirement with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s Disability or Retirement, as the case may be.

(e)	In the event of the Employee’s death within twelve months after the Employee’s Termination of Employment due to Disability or Retirement or in the event of the Employee’s death within three months after the Employee’s Termination of Employment for any other reason (except for Cause or death), the Option will terminate upon the earlier to occur of: (x) 12 months after the date of the Employee’s death, or (y) the Option’s expiration date. The Option will be exercisable during such period after the Employee’s death with respect to the number of shares of Common Stock as to which the Option was exercisable on the date preceding the Employee’s death.
(f)	Notwithstanding Section 5(a) but subject to Section 5(b), if the Employee’s Termination of Employment occurs at or after a Change in Control other than by reason of Cause, death, Disability or Retirement, an Option held by the Employee will be exercisable for the lesser of: (x) six months and one day after the Employee’s Termination of Employment, and (y) the balance of such Option’s term.
(g)	Notwithstanding any other provision of this Agreement, in the event of Termination of Employment with the Corporation for any reason, and its sole discretion, the Committee may extend any exercise period which is less than twelve months up to twelve months after the Employee ceases to be an employee (but in no event beyond the Option’s expiration date) and/or may permit the exercise of all or any portion of the Option not otherwise yet exercisable.

6.   Exercise Of Option. Subject to the terms and conditions of this Agreement, the Option is exercisable only by written notice to the Corporation delivered pursuant to Section 10 of this Agreement. Each exercise of the Option must involve the purchase of not less than One Hundred (100) shares of the Corporation’s Common Stock except when any unused accrued right to purchase applies to less than One Hundred (100) shares. Each notice concerning the exercise of the Option must:

(a)	state the election to exercise the Option and the number of shares for which it is being exercised;
(b)	be signed by the person or persons exercising the Option and, if the Option is being exercised by anyone other than the Employee, be accompanied by proof, satisfactory to counsel for the Corporation, of the right of such person or persons to exercise the Option; and
(c)	be accompanied by full payment equal to the aggregate exercise price of the shares for which the Option is being exercised in one or a combination of the following forms:

(i)   a certified or bank check or such other instrument as the Corporation may accept payable to the order of the Corporation,

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(ii)	a tender of shares of previously acquired, unrestricted Common Stock of the Corporation owned for at least six months having a Fair Market Value at the time of exercise equal to the exercise price of the shares for which the Option is being exercised, or
(iii)	instructions to the Corporation to withhold from the shares in respect of which the Option is being exercised a number of such shares having a Fair Market Value on the date of exercise equal to the exercise price of the shares for which the Option is being exercised.

The Option will not be deemed to have been exercised unless all of the preceding provisions of this Section 6 are complied with. For all purposes of this Agreement, the date of the exercise of the Option with respect to any particular shares is the date on which such notice, proof (if required) and payment all have been mailed by registered mail or personally delivered to the Corporation. Such delivery may be made at the office of the Corporation, 300 High Street, Hamilton, Ohio 45011, or at such other place as the Corporation has designated by notice. The certificate or certificates for the shares as to which the Option is exercised will be registered in the name of the person or persons exercising the Option and will be delivered to or upon the written order of the person or persons exercising the Option within fifteen days after receipt by the Corporation of such notice, proof (if required) and payment.

7.

Holding Period For Option Shares Purchased. The Employee agrees not to sell, assign or transfer any shares of Common Stock acquired as a result of exercising an Option, or any part thereof, until after such shares have been held by the Employee for one year after the date of exercise of the Option which resulted in their acquisition. This Section 7 will not apply: (i) on and after a Change in Control, (ii) on and after an Employee’s Disability or Retirement, (iii) to a person who is the personal representative, heir or legatee of a deceased Employee, (iv) to the extent necessary for tax withholding pursuant to the Plan or (v) to the extent necessary in connection with the exercise of an Option pursuant to the third paragraph of Section 6(c). Certificates for shares subject to the restrictions of this Section 7 will include a legend which describes such restrictions. When such restrictions end, unlegended certificates for such shares will be delivered upon surrender of the legended certificates.

8.

Adjustments To Option Shares. If, after the date of this Agreement, the Common Shares of the Corporation are, 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 Common Share subject to an unexercised Option (in whole or in part) 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;
(b)	the Option price per share or unit of securities will be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the Option remains the same as immediately prior to such event; and

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

9.   Conditions For Exercise Of Option. Notwithstanding any other provision of this Agreement, no Option granted under this Agreement may be exercised in whole or in part:

(a)	Unless the shares being the subject of this Agreement are registered under the Securities Act of 1933 (the “Act”), or if such registration is not required, unless the Employee exercising the Option furnishes the Corporation with an opinion of counsel acceptable to the Corporation confirming that such registration is not required, provided, however, that the Corporation may waive the presentation of an opinion of counsel but may require a written statement signed by the Employee containing investment representations satisfactory to the Corporation and an agreement to accept such restrictions on transfer of the shares as the Corporation reasonably imposes so long as such shares have not been currently registered under the Act;
(b)	Until the shares subject to this Agreement are registered under any applicable blue sky laws; or
(c)	If the issuance of Common Stock of the Corporation upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.

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, 300 High Street, Hamilton, Ohio 45011, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Employee or other person or persons then entitled to exercise the Option will be delivered to the Employee or such other person or persons at the Employee’s address below specified or such other 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 Employee hereby agrees to accept any such determination as final, binding and conclusive for all purposes.
12.	Successors And Assigns. This Agreement will inure to the benefit of and be binding upon each successor and assign of the Corporation. All obligations imposed upon the Employee, and all rights granted to the Corporation hereunder or in the Plan are binding upon the Employee’s heirs, legal representatives and successors.
13.	Obligations Of The Corporation. The liability of the Corporation under the Plan and this Agreement and any sale made hereunder is limited to the obligations set forth herein with respect to such sale. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Employee with respect to any loss, cost or expense which the Employee may incur in connection with or arising out of any transaction in connection therewith. Nothing in the Plan or this Agreement will confer upon the Employee any right to

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continue in the employ of the Corporation or any subsidiary or Affiliate of the Corporation, to be entitled to any remuneration or benefits not set forth in the Plan or this Agreement or interfere with or limit the right of the Corporation or any subsidiary or Affiliate of the Corporation to terminate the Employee’s employment at any time.

14.	Governing Law. This Agreement will be governed by the laws of the State of Ohio.
15.	Entire Agreement. This Stock Option 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 or Affiliates and the Employee relating to the grant of the Options that are the subject of this Agreement and/or the right to purchase shares of Corporation Common Stock in connection with those Options. 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.
16.	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, the Corporation has caused this Agreement to be executed in its name by its Chairman or by its President and its corporate seal to be hereunto affixed and attested by its Secretary or by its ____________as of the day and year first above written, and the Employee has hereunto set his or her hand on the day and year specified below.

	FIRST FINANCIAL BANCORP.
	By:
	Title:	President & CEO
ATTEST:
Executive Vice President
	Employee’s Signature
	Social Security Number
	Address
	City/State/Zip
	Date

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EX-10.3

Exhibit 10.3

AGREEMENT FOR RESTRICTED STOCK AWARD

This Agreement for Restricted Stock Award agreement (the “Agreement”) is between FIRST FINANCIAL BANCORP., an Ohio Corporation (the “Corporation”), and [employee name], who, as of [date], which is the date of this Agreement, is an employee of [employer name] (the “Employee”):

WHEREAS, the Corporation established the 1999 Stock Incentive Plan for Officers and Employees (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 Employee upon the terms and conditions hereinafter set forth:

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

1.	Award of Restricted Stock. The Corporation hereby awards to Employee as of the date of this Agreement [number of shares awarded] 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 Employee and any additional shares attributable thereto received by the Employee 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 ends with respect to the restricted Common Stock granted under this Agreement as of whichever is later: (i) the applicable anniversary date(s) of the date of this Agreement (the “Anniversary Dates”) as set forth in Schedule 3(a), or (ii) the applicable Anniversary Date(s) as of which the Committee determines that the applicable Benchmarks are met as set forth in Schedule 3(b). 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. Notwithstanding the foregoing, if the Committee determines that 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, effective as of the date of such Change in Control (as determined by the Committee).
	The Committee may, at the time of the granting to the Employee of the restricted Common Stock or at any time thereafter, reduce or terminate the Restriction Period otherwise applicable to all or any portion of the restricted Common Stock, provided, however, that if the Employee is a Covered Employee (as defined in the Plan), any applicable Benchmarks have been satisfied, or the Covered Employee has terminated employment due to his or her death or Disability (as defined in the Plan).

Schedule 3(a)

		Shares of Common Stock
		First Eligible to Vest on
	Anniversary Date	Indicated Anniversary Date
Group	of this Agreement	If Benchmarks Are Met
A	1st anniversary date
B	2nd anniversary date
C	3rd anniversary date
D	4th anniversary date

Schedule 3(b)

The following performance-based standards (“Benchmarks”) apply separately to each Group as described in Schedule 3(a) of the restricted Common Stock awarded under this Agreement. The Benchmark for each such Group is met only if the Committee determines that First Financial Bancorp. achieved at least a 12% return on equity (“ROE”) for an applicable period for that Group as specified below. The Anniversary Dates as of which the applicable Benchmarks, if met, will be deemed to be satisfied are set forth in this Schedule 3(b). For the purposes of this Agreement, return on equity will mean after-tax earnings as determined according to generally accepted accounting principles (GAAP) divided by average shareholders’ equity for the applicable periods.

a.   For the shares of Common Stock in Group A, Group B, and Group C which are first eligible to vest on a specified Anniversary Date, the Benchmark for each such Group is met as of such specified Anniversary Date only if the Committee determines that ROE for the calendar year prior to the calendar year containing the specified Anniversary Date is at least 12%.

b.	As an example, for shares of Common Stock in Group A which are first eligible to vest on the first Anniversary Date, the Benchmark for Group A is met on the first Anniversary Date only if the Committee determines that ROE for the calendar year prior to the calendar year containing the first Anniversary Date is at least 12%. If that is the case, shares in Group A will vest on the first Anniversary Date (provided such shares have not been forfeited prior to such Anniversary Date pursuant to Section 4 of this Agreement).
c.	As another example, for shares of Common Stock in Group C which are first eligible to vest on the third Anniversary Date, the Benchmark for Group C is not met on the third Anniversary Date if the Committee determines that ROE for the calendar year prior to the calendar year containing the third Anniversary Date is less than 12%. In that case, shares in Group C will not vest on the third Anniversary Date. This result occurs even if the average of the returns on equity for all calendar years since the year containing the date of this Agreement is 12% or higher.
d.	For the shares of Common Stock in Group D, the Benchmark is met as of the fourth Anniversary Date and those shares will vest on the fourth Anniversary Date (provided such shares have not been forfeited prior to such Anniversary Date pursuant to Section 4 of this Agreement) if the Committee determines that either: (i) ROE for the calendar year prior to the calendar year containing the fourth Anniversary Date is at least 12%, or (ii) the average of the returns on equity calculated separately for each calendar year beginning with the calendar year containing the date of this Agreement and ending with the calendar year prior to the fourth Anniversary Date is at least 12%.
e.	If shares of Common Stock in Group A, Group B, or Group C do not vest on the Anniversary Date on which they first are eligible to vest because the Committee determines that ROE for the calendar year prior to the calendar year containing the such Anniversary Date for the Group is less than 12%, the Benchmark for the shares in such Group will be met and such shares will vest on the first subsequent Anniversary Date (provided such shares have not been forfeited prior to such Anniversary Date pursuant to Section 4 of this Agreement) which is not later than the fourth Anniversary Date and on which the Committee determines that the average of the returns on equity calculated separately for each calendar year beginning with the calendar year containing the date of this Agreement and ending with the calendar year prior to such Anniversary Date is at least 12%.
f.	For example, if the Benchmark described in paragraph a is not met for Group A as of the first Anniversary Date, but the Committee determines that the average of the ROE for the calendar year containing the date of this Agreement and the ROE for the following calendar year is at least 12%, the shares of Common Stock in Group A will vest on the second Anniversary

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Date (provided no forfeiture has occurred pursuant to Section 4). In this example, the shares in Group B will vest on the second Anniversary Date only if the ROE for the calendar year prior to the year containing the second Anniversary Date is at least 12% (and provided no forfeiture has occurred pursuant to Section 4).

4.

Forfeiture Provision. Notwithstanding any other provision of this Agreement, Employee hereby agrees that if his or her employment with the Corporation is terminated for any reason, voluntarily or involuntarily, whether by retirement, death, disability, resignation or dismissal for cause or otherwise, and such termination is prior to the ending of the Restriction Period applicable to any shares of the restricted Common Stock, the Employee’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.

References to the Corporation in this Section include the Corporation’s subsidiaries and Affiliates. A transfer of the Employee’s employment between subsidiaries and/or Affiliates of the Corporation or between any subsidiary or Affiliate and the Corporation will not be considered a termination of employment for purposes of this Agreement. Notwithstanding the foregoing, an Employee’s employment will be considered terminated for purposes of this Agreement as of the date that the Employee’s employing subsidiary or Affiliate ceases to be a subsidiary or Affiliate of the Corporation for any reason, unless prior to or as of such date the Employee’s employment is transferred to the Corporation or to a remaining subsidiary or Affiliate of the Corporation.

5.   Stock Certificates.

(a)

Upon award of the restricted Common Stock to the Employee, one or more stock certificates which evidence such shares of restricted Common Stock will be issued by the Corporation for the benefit of the Employee. Each such stock certificate will be deposited with and held by the Corporation or its agent. Any such certificate for restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be deposited with and held by the Corporation or its agent. All such stock certificates and Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained. The Employee hereby agrees to deposit with the Corporation stock powers endorsed by the Employee in blank and in such number as requested by the Corporation.

(b)

All stock certificates for shares of restricted Common Stock issued during the Restriction Period will bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the First Financial Bancorp. 1999 Stock Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of First Financial Bancorp., Hamilton, Ohio.”

(c)   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 Employee or the Employee’s designee, or in the event of such Employee’s death subsequent to expiration of the Restriction Period, to the Employee’s legal representative, heir or legatee.

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

(a)   The Employee 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 of this Agreement.

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(b)	Cash dividends paid with respect to restricted Common Stock during the Restriction Period will be paid in cash to the Employee.
(c)	Dividends payable in Common Stock with respect to the restricted Common Stock during the Restriction Period will be held subject to the vesting of the underlying restricted Common Stock and then automatically paid in the form of Common Stock to the Employee.

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.
8.	Withholding Tax. The Employee agrees that, in the event that award and receipt of the restricted Common Stock or the expiration of restrictions thereon results in the Employee’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 Employee’s employer, the Employee will pay to such Employee’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 Employee’s salary or from dividends paid by the Corporation on shares of the restricted Common Stock or any other compensation payable to the Employee).
9.	Investment Representation. The Employee 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 Employee 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.
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:

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(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, 300 High Street, Hamilton, Ohio 45011, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Employee or other person or persons succeeding to his or her interest will be delivered to the Employee or such other person or persons at the Employee’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 Employee 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 Employee and are not transferable except that in the event of the Employee’s death, such rights are transferable to the Employee’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 Employee with respect to any loss, cost or expense which the Employee 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. 1999 Stock Incentive Plan for Officers and Employees (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 Employee 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 Employee 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.

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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 hereto as of the ___day of ___, 200___.

FIRST FINANCIAL BANCORP.
By:
Title:	President & CEO
	Signature of Employee

I hereby direct that all cash dividends to which I am entitled on my shares of restricted Common Stock under the foregoing Agreement as well as all notices and other written communications in connection with such shares be mailed to me at the following address:

Name of Employee

Street Address

City, State, and Zip Code

Social Security Number

Signature of Employee

RSA99-EMP

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