10-Q

FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

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

For the quarterly period ended March 31, 2008

OR

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

For the transition period from                      to                     

Commission file number 0-12379

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4000 Smith Road, Cincinnati, Ohio	45209
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 979-5782

     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 þ      No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

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

Yes o      No þ

     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 May 7, 2008
Common stock, No par value	37,483,422

FIRST FINANCIAL BANCORP.

INDEX

	Page No.
Part I-FINANCIAL INFORMATION
Item 1-Financial Statements
Consolidated Balance Sheets - March 31, 2008 and December 31, 2007		1
Consolidated Statements of Income - Three Months Ended March 31, 2008 and 2007		2
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2008 and 2007		3
Consolidated Statements of Changes in Shareholders’ Equity - Three Months Ended March 31, 2008 and 2007		4
Notes to Consolidated Financial Statements		5
Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3-Quantitative and Qualitative Disclosures about Market Risk		29
Item 4-Controls and Procedures		30
Part II-OTHER INFORMATION
Item 2-Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 5-Other Information		32
Item 6-Exhibits		33
Signatures		36
EX-10.19
EX-10.21
EX-10.22
EX-10.23
EX-10.24
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

ITEM I — FINANCIAL STATEMENTS
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	March 31,			December 31,
	2008			2007
	(Unaudited)
ASSETS
Cash and due from banks	$	102,246		$	106,224
Federal funds sold		2,943			106,990
Investment securities trading		3,820			0
Investment securities available-for-sale, at market value (cost $339,518 at March 31, 2008 and $306,412 at December 31, 2007)		345,145			306,928
Investment securities held-to-maturity (market value $5,666 at March 31, 2008 and $5,814 at December 31, 2007)		5,414			5,639
Other investments		34,293			33,969
Loans held for sale		4,108			1,515
Loans:
Commercial		789,922			785,143
Real estate — construction		172,737			151,432
Real estate — commercial		726,397			706,409
Real estate — residential		519,790			539,332
Installment		126,623			138,895
Home equity		254,200			250,888
Credit card		25,528			26,610
Lease financing		258			378
Total loans		2,615,455			2,599,087
Less:
Allowance for loan and lease losses		29,718			29,057
Net loans		2,585,737			2,570,030
Premises and equipment, net		78,585			78,994
Goodwill		28,261			28,261
Other intangibles		659			698
Accrued interest and other assets		132,054			130,068
TOTAL ASSETS	$	3,323,265		$	3,369,316
LIABILITIES
Deposits:
Interest-bearing	$	610,154		$	603,870
Savings		617,059			596,636
Time		1,206,750			1,227,954
Total interest-bearing deposits		2,433,963			2,428,460
Noninterest-bearing		405,015			465,731
Total deposits		2,838,978			2,894,191
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		27,320			26,289
Federal Home Loan Bank		6,500			0
Other		53,000			72,000
Total short-term borrowings		86,820			98,289
Federal Home Loan Bank long-term debt		42,380			45,896
Other long-term debt		20,620			20,620
Accrued interest and other liabilities		56,698			33,737
TOTAL LIABILITIES		3,045,496			3,092,733
SHAREHOLDERS’ EQUITY
Common stock — no par value Authorized - 160,000,000 shares Issued - 48,558,614 shares in 2008 and 2007		389,986			391,962
Retained earnings		79,818			82,093
Accumulated comprehensive loss		(3,800	)		(7,127	)
Treasury Stock, at cost 11,070,385 shares in 2008 and 11,190,806 shares in 2007		(188,235	)		(190,345	)
TOTAL SHAREHOLDERS’ EQUITY		277,769			276,583
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,323,265		$	3,369,316

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
	March 31,
	2008		2007
Interest income
Loans, including fees	$	42,721	$	45,064
Investment securities
Taxable		3,521		3,891
Tax-exempt		791		909
Total investment securities interest		4,312		4,800
Federal funds sold		565		1,756
Total interest income		47,598		51,620
Interest expense
Deposits		17,739		19,009
Short-term borrowings		792		996
Long-term borrowings		406		559
Subordinated debentures and capital securities		412		653
Total interest expense		19,349		21,217
Net interest income		28,249		30,403
Provision for loan and lease losses		3,223		1,356
Net interest income after provision for loan and lease losses		25,026		29,047
Noninterest income
Service charges on deposit accounts		4,607		4,744
Trust and wealth management fees		4,622		4,160
Bankcard income		1,298		1,240
Net gains from sales of loans		219		162
Gain on sale of mortgage servicing rights		0		1,061
Gain on sale of investment securities		1,585		0
Other		2,544		3,377
Total noninterest income		14,875		14,744
Noninterest expenses
Salaries and employee benefits		17,073		18,961
Net occupancy		2,952		2,807
Furniture and equipment		1,653		1,627
Data processing		793		845
Marketing		517		869
Communication		805		865
Professional services		761		1,006
Other		4,466		4,230
Total noninterest expenses		29,020		31,210
Income before income taxes		10,881		12,581
Income tax expense		3,543		4,146
Net income	$	7,338	$	8,435
Earnings per share — basic	$	0.20	$	0.22
Earnings per share — diluted	$	0.20	$	0.22
Cash dividends declared per share	$	0.17	$	0.16
Average basic shares outstanding		37,066,754		39,121,105
Average diluted shares outstanding		37,431,918		39,135,637

See notes to consolidated financial statements.

2

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollars in thousands)

	Three months ended
	March 31,
	2008			2007
Operating activities
Net income	$	7,338		$	8,435
Adjustments to reconcile net cash provided by operating activities
Provision for loan and lease losses		3,223			1,356
Depreciation and amortization		1,824			2,168
Stock-based compensation expense		159			436
Pension expense		336			699
Net amortization of premiums and accretion of discounts on investment securities		39			33
Gains on sales of investment securities		(1,585	)		0
Originations of loans held for sale		(26,603	)		(28,405	)
Net gains from sales of loans held for sale		(219	)		(162	)
Proceeds from sales of loans held for sale		24,261			37,339
Deferred income taxes		(750	)		0
Decrease (increase) in interest receivable		2,738			(1,283	)
Decrease in cash surrender value of life insurance		1,022			87
Increase in prepaid expenses		(704	)		(1,238	)
(Decrease) increase in accrued expenses		(1,572	)		1,230
(Decrease) increase in interest payable		(592	)		331
Other		(3,454	)		15,299
Net cash provided by operating activities		5,461			36,325
Investing activities
Proceeds from sales of securities available for sale		1,124			0
Proceeds from calls, paydowns and maturities of securities available-for-sale		14,224			15,032
Purchases of securities available-for-sale		(32,440	)		(16,386	)
Proceeds from calls, paydowns and maturities of securities held-to-maturity		225			226
Net decrease (increase) in federal funds sold		104,047			(57,200	)
Net increase in loans and leases		(18,940	)		(23,952	)
Proceeds from disposal of other real estate owned		278			380
Purchases of premises and equipment		(1,402	)		(1,528	)
Net cash provided by (used in) investing activities		67,116			(83,428	)
Financing activities
Net (decrease) increase in total deposits		(55,213	)		33,722
Net decrease in short-term borrowings		(11,469	)		(4,457	)
Payments on long-term borrowings		(3,516	)		(3,464	)
Cash dividends paid		(6,352	)		(6,290	)
Purchase of common stock		0			(3,930	)
Proceeds from exercise of stock options		0			80
Excess tax benefit on share-based compensation		(5	)		4
Net cash (used in) provided by financing activities		(76,555	)		15,665
Cash and cash equivalents:
Net decrease in cash and cash equivalents		(3,978	)		(31,438	)
Cash and cash equivalents at beginning of period		106,224			119,407
Cash and cash equivalents at end of period	$	102,246		$	87,969

See notes to consolidated financial statements.

3

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited, dollars in thousands except per share data)

	Accumulated comprehensive
	income (loss)
	Common		Common						Unrealized gain
	stock		stock			Retained			(loss) on AFS			Pension			Treasury stock
	shares		amount			earnings			securities			obligation			Shares			Amount			Total
Balances at December 31, 2006		48,558,614	$	392,736		$	71,320		$	(420	)	$	(12,955	)		(9,313,207	)	$	(165,202	)	$	285,479
Net income							8,435															8,435
Unrealized holding gains on securities available-for-sale arising during the period										111												111
Changes in accumulated unrealized losses for pension and other postretirement obligations													143									143
Total comprehensive income																						8,689
Cash dividends declared ($0.16 per share)							(6,250	)														(6,250	)
Purchase of common stock																(244,000	)		(3,930	)		(3,930	)
Tax benefit on stock option exercise				4																		4
Exercise of stock options, net of shares purchased				(58	)											8,474			138			80
Restricted stock awards, net of forfeitures				(27	)											(8,038	)		(126	)		(153	)
Share-based compensation expense				436																		436
Balances at March 31, 2007		48,558,614		393,091			73,505			(309	)		(12,812	)		(9,556,771	)		(169,120	)		284,355
Balances at December 31, 2007		48,558,614		391,962			82,093			328			(7,455	)		(11,190,806	)		(190,345	)		276,583
Cumulative adjustment for adoption of new accounting principles on January 1, 2008:
Fair value option (SFAS No. 159)							(750	)		750												0
Cost of split-dollar life insurance for retirees (EITF Issue No. 06-4)							(2,499	)														(2,499	)
Net income							7,338															7,338
Unrealized holding gains on securities available-for-sale arising during the period										2,496												2,496
Changes in accumulated unrealized losses for pension and other postretirement obligations													81									81
Total comprehensive income																						9,915
Cash dividends declared ($0.17 per share)							(6,364	)														(6,364	)
Tax benefit on stock option exercise				(5	)																	(5	)
Restricted stock awards, net of forfeitures				(2,130	)											120,421			2,110			(20	)
Share-based compensation expense				159																		159
Balances at March 31, 2008		48,558,614	$	389,986		$	79,818		$	3,574		$	(7,374	)		(11,070,385	)	$	(188,235	)	$	277,769

See notes to consolidated financial statements.

4

FIRST FINANCIAL BANCORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Unaudited)

The consolidated financial statements for interim periods are unaudited; however, in the opinion of the management of First Financial Bancorp. (First Financial), all material adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation have been included.

NOTE 1: BASIS OF PRESENTATION

The consolidated financial statements of First Financial, a bank holding company, include the accounts of First Financial and its wholly-owned subsidiaries — First Financial Bank, N.A. and First Financial Capital Advisors LLC, a registered investment advisor. All intercompany transactions and accounts have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual realized amounts could differ materially from those 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 First Financial Bancorp. Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2007. These financial statements may not include all information and notes necessary to constitute a complete set of financial statements under U.S. generally accepted accounting principles applicable to annual periods and accordingly should be read in conjunction with the financial information contained in 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, 2007, has been derived from the audited financial statements in the company’s 2007 Form 10-K.

NOTE 2: RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Effective January 1, 2008, First Financial adopted FASB Statement No. 157 (SFAS No. 157), “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value is defined under SFAS No. 157, from the point of view of the transferor, as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the measurement date. For further detail on SFAS No. 157, see Note 10 — Fair Value Disclosures.

Effective January 1, 2008, First Financial adopted FASB Statement No. 159 (SFAS No. 159), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115.” This statement permits the measurement of many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument, irrevocable basis. First Financial applied the fair value option to its equity securities of government sponsored entities, specifically Federal Home Loan Mortgage Corporation perpetual preferred series V shares, and these securities are classified as trading investment securities at March 31, 2008, in the Consolidated Balance Sheets. In connection with First Financial’s adoption of SFAS No. 159 effective January 1, 2008, a $0.8 million unrealized loss, net of related deferred taxes, was reclassified from accumulated other comprehensive income (loss) to beginning retained earnings as part of a cumulative-effect adjustment. There was no impact on total shareholders’ equity upon adoption. For further detail on SFAS No. 159, see Note 10 — Fair Value Disclosures.

5

Effective January 1, 2008, First Financial adopted EITF Issue No 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Split-Dollar Life Insurance Arrangements.” EITF Issue No. 06-4 applies to split-dollar life insurance arrangements whose benefits continue into the employees’ retirement. First Financial recorded the $2.5 million transition impact of this EITF as a reduction of opening retained earnings as part of a cumulative-effect adjustment and an increase in accrued interest and other liabilities in the Consolidated Balance Sheets, reflective of the ongoing cost of insurance for the pool of retirees.

Effective January 1, 2008, First Financial adopted EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires companies to recognize in shareholders’ equity the tax benefit of dividends paid on unvested share-based payments, consistent with First Financial’s historical accounting. When the related award is forfeited or is no longer expected to vest (i.e. due to a performance condition not anticipated to be met), Issue No. 06-11 requires companies to record the dividend payment as salary and benefits expense and the related tax impact as a tax benefit in the income statement. The adoption of EITF Issue No. 06-11 did not have a material impact on First Financial.

Effective January 1, 2008, First Financial adopted FSP 39-1, “Amendment of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts.” FSP 39-1 permits entities to offset fair value amounts recognized for multiple derivative instruments executed with the same counterparty under a master netting agreement. FSP 39-1 clarifies that the fair value amounts recognized for the right to reclaim cash collateral, or the obligation to return cash collateral, arising from the same master netting arrangement, should also be offset against the fair value of the related derivative instruments. First Financial adopted a net presentation for derivative positions and related collateral entered into under master netting agreements pursuant to the guidance in FSP 39-1. The adoption of FSP 39-1 resulted in balance sheet reclassifications of certain cash collateral-based short-term investments against the related derivative liabilities. The effects of these reclassifications will fluctuate in the future based on the fair values of the derivative contracts, but overall are not expected to have a material impact on either total assets or total liabilities.

In December of 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” This statement will significantly change how business acquisitions are accounted for, continuing the transition to fair value measurement, and will impact financial statements both on the acquisition date and in subsequent periods. This statement requires the acquirer to recognize assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at their respective fair values as of the acquisition date. SFAS No. 141(R) changes the treatment of acquisition-related costs, restructuring costs related to an acquisition that the acquirer expects but is not obligated to incur, contingent consideration associated with the purchase price, and preacquisition contingencies associated with acquired assets and liabilities. In addition, SFAS No. 141(R) requires enhanced disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for years beginning after December 15, 2008, and is required to be applied prospectively to future business combinations. Early adoption is not permitted.

In December of 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Financial Statements.” This statement will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of shareholders’ equity. SFAS No. 160 is effective for years beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing consolidated minority interests. All other requirements of SFAS No. 160 are required to be applied prospectively, with early adoption not permitted. First Financial has no existing consolidated minority interests and management does not anticipate this will occur in the future; therefore, SFAS No. 160 is not anticipated to have an impact on First Financial.

6

In March of 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” The new standard is intended to help investors better understand how derivative instruments and hedging activities impact an entity’s financial condition, financial performance, and cash flows through enhanced disclosure requirements. SFAS No. 161 is effective for financial statements issued for years and interim periods beginning after November 15, 2008, with early application encouraged. First Financial is currently evaluating the enhanced disclosure requirements and their impact on the Consolidated Financial Statements.

NOTE 3: FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, First Financial offers a variety of financial instruments with off-balance-sheet risk to its clients to aid them in meeting their requirements for liquidity and credit enhancement. These financial instruments include standby letters of credit and commitments outstanding to extend credit. U.S. generally accepted accounting principles do not require these financial instruments to be recorded in the Consolidated Balance Sheets, Consolidated Statements of Earnings, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows. Following is a discussion of these transactions.

First Financial’s exposure to credit loss from commitments outstanding to extend credit, and in the event of nonperformance by the other party to the financial instrument for standby letters of credit, is represented by the contractual amounts of those instruments. First Financial uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Loan commitments — Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. 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. First Financial evaluates each client’s creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by First Financial upon extension of credit, is based on management’s credit evaluation of the counterparty. The collateral held varies, but may include securities, real estate, inventory, plant, or equipment. First Financial had commitments outstanding to extend credit totaling $742,285 and $728,472 at March 31, 2008, and December 31, 2007, respectively. Management does not anticipate any material losses as a result of these commitments.

Standby letters of credit — These transactions 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 clients’ contractual default to produce the contracted good or service to a third party. First Financial has issued standby letters of credit aggregating $22,514 and $25,227 at March 31, 2008, and December 31, 2007, respectively.

Management conducts regular reviews of these instruments on an individual client basis. Management does not anticipate any material losses as a result of these letters of credit.

7

NOTE 4: INVESTMENTS

The following is a summary of held-to-maturity and available-for-sale investment securities as of March 31, 2008 (dollars in $000’s):

	Held-to-Maturity									Available-for-Sale
	Amortized		Unrealized		Unrealized			Market		Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Securities of U.S. government agencies and corporations	$	0	$	0	$	0		$	0	$	85,126	$	2,310	$	0		$	87,436
Mortgage-backed securities		241		1		(1	)		241		196,799		2,636		(229	)		199,206
Obligations of state and other political subdivisions		5,173		254		(2	)		5,425		52,767		954		(35	)		53,686
Other securities		0		0		0			0		4,826		180		(189	)		4,817
Total	$	5,414	$	255	$	(3	)	$	5,666	$	339,518	$	6,080	$	(453	)	$	345,145

The following is a summary of held-to-maturity and available-for-sale investment securities as of December 31, 2007 (dollars in $000’s):

	Held-to-Maturity									Available-for-Sale
	Amortized		Unrealized		Unrealized			Market		Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Securities of U.S. government agencies and corporations	$	0	$	0	$	0		$	0	$	85,124	$	705	$	(39	)	$	85,790
Mortgage-backed securities		274		2		(1	)		275		151,753		1,219		(1,198	)		151,774
Obligations of state and other political subdivisions		5,365		183		(9	)		5,539		59,475		925		(39	)		60,361
Other securities		0		0		0			0		10,060		222		(1,279	)		9,003
Total	$	5,639	$	185	$	(10	)	$	5,814	$	306,412	$	3,071	$	(2,555	)	$	306,928

Unrealized losses on debt securities are generally due to higher current market yields relative to the yields of the debt securities at their amortized cost. Unrealized losses due to credit risk of the underlying collateral of the debt security, if any, are not material. First Financial has the intent and ability to hold all debt security issues temporarily impaired until maturity or recovery of book value. All securities with unrealized losses are reviewed quarterly to determine if any impairment is other than temporary, requiring a write-down to fair market value.

First Financial had trading securities with a fair value of $3.8 million at March 31, 2008, and $0 at December 31, 2007, and March 31, 2007. For further detail on the fair value of investment securities, see Note 10 — Fair Value Disclosures.

NOTE 5: DERIVATIVES

The use of derivative instruments allows First Financial to meet the needs of its clients while managing the interest-rate risk associated with certain transactions. First Financial’s board of directors has authorized the use of certain derivative products, including interest rate caps, floors, and swaps. Currently, First Financial utilizes interest rate swaps as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time.

8

The net interest receivable or payable on the interest rate swaps is accrued and recognized as an adjustment to the interest income or interest expense of the hedged item. The fair value of the interest rate swaps is included within accrued interest and other assets on the Consolidated Balance Sheets. The corresponding fair-value adjustment is also included on the Consolidated Balance Sheets in the carrying value of the hedged item. Derivative gains and losses not considered effective in hedging the change in fair value of the hedged item are recognized immediately in income. The following table summarizes the derivative financial instruments utilized by First Financial and their balances (dollars in $000’s):

	March 31, 2008							December 31, 2007							March 31, 2007
			Estimated							Estimated							Estimated
	Notional		Fair Value					Notional		Fair Value					Notional		Fair Value
	Amount		Gain		(Loss)			Amount		Gain		(Loss)			Amount		Gain		(Loss)
Fair Value Hedges
Pay fixed interest rate swaps	$	27,800	$	1	$	(1,941	)	$	28,903	$	79	$	(866	)	$	30,568	$	460	$	(230	)
Matched Client Hedges
Client interest rate swaps with bank		61,384		5,029		0			51,480		2,702		0			24,673		699		0
Bank interest rate swaps with counterparty		61,384		0		(5,029	)		51,840		0		(2,702	)		24,673		0		(699	)
Total	$	150,568	$	5,030	$	(6,970	)	$	131,863	$	2,781	$	(3,568	)	$	79,914	$	1,159	$	(929	)

In connection with its use of derivative instruments, First Financial from time to time is required to post cash collateral with its counterparties to offset its market position. Derivative collateral balances were $3,710, $936, and $0 at March 31, 2008, December 31, 2007, and March 31, 2007, respectively. 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 liabilities in the Consolidated Balance Sheets.

NOTE 6: OTHER LONG-TERM DEBT

Other long-term debt on the Consolidated Balance Sheets consists of junior subordinated debentures owed to unconsolidated subsidiary trusts. Capital securities were issued in the third quarter of 2003 by a statutory business trust, First Financial (OH) Statutory Trust II (Trust II), and in the third quarter of 2002 by First Financial (OH) Statutory Trust I (Trust I).

The debentures issued in 2002 were eligible for early redemption by First Financial in September of 2007, with a final maturity in 2032. In September of 2007, First Financial redeemed all the underlying capital securities relating to Trust I. The total outstanding capital securities redeemed were $10.0 million. The debentures issued in 2003 are eligible for early redemption by First Financial in September of 2008, with a final maturity in 2033.

First Financial owns 100% of the common equity of the remaining trust, Trust II. The trust was formed with the sole purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by the trust are the sole assets of the trust. Distributions on the capital securities are payable quarterly at a variable rate of interest, which is equal to the interest rate being earned by the trust on the debentures and are recorded as interest expense of First Financial. The interest rate is subject to change every three months, indexed to the three-month LIBOR. First Financial has the option to defer interest for up to five years on the debentures. However, the covenants prevent the payment of dividends on First Financial’s common stock if the interest is deferred. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. First Financial has entered into agreements which, taken collectively, fully

9

or unconditionally guarantee the capital securities subject to the terms of the guarantees. The debentures qualify as Tier I capital under Federal Reserve Board guidelines, but are limited to 25% of qualifying Tier I capital.

						Maturity
(dollars in $000’s)	Amount		Rate			Date		Call Date
First Financial (OH) Statutory Trust II	$	20,000		5.80	%		9/30/33		9/30/08

NOTE 7: ALLOWANCE FOR LOAN AND LEASE LOSSES

Changes in the allowance for loan and lease losses for the previous five quarters are presented in the table that follows (dollars in $000’s):

	Three Months Ended
	2008			2007
	Mar. 31			Dec. 31			Sep. 30			June 30			Mar. 31
Balance at beginning of period	$	29,057		$	29,136		$	28,060		$	27,407		$	27,386
Provision for loan losses		3,223			1,640			2,558			2,098			1,356
Loans charged off		(3,103	)		(3,042	)		(2,097	)		(2,130	)		(2,153	)
Recoveries		541			1,323			615			685			818
Balance at end of period	$	29,718		$	29,057		$	29,136		$	28,060		$	27,407
Allowance for loan and lease losses to total ending loans		1.14	%		1.12	%		1.12	%		1.10	%		1.10	%

The allowance for loan and lease losses related to loans that are identified as impaired is 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 is as follows (dollars in $000’s):

	As of and for the Quarter Ended
	2008		2007
	Mar. 31		Dec. 31		Sep. 30		June 30		Mar. 31
Impaired loans requiring a valuation	$	4,721	$	4,822	$	5,325	$	7,309	$	2,911
Valuation allowance	$	2,125	$	2,705	$	2,756	$	3,477	$	1,219
Average impaired loans for the period	$	6,137	$	9,755	$	8,921	$	8,435	$	3,894

For all periods presented above, there were no impaired loans that did not require a valuation allowance. First Financial recognized interest income on impaired loans for the quarter ended March 31, 2008 of $0.1 million compared to $0 for the same period in 2007. Interest income is recorded on a cash basis during the period the loan is considered impaired after recovery of principal is reasonably assured.

NOTE 8: INCOME TAXES

First Financial’s effective tax rate in the first quarter of 2008 was 32.6%, compared to 33.0% in the first quarter of 2007.

First Financial adopted the provisions of FIN 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” effective January 1, 2007. The adoption of FIN 48 had no impact on First Financial’s financial statements. At March 31, 2008, and December 31, 2007, First Financial had no FIN 48 unrecognized tax benefits recorded. First Financial does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months.

10

First Financial recognizes interest and penalties on income tax assessments or income tax refunds in the Consolidated Financial Statements as a component of noninterest expense.

First Financial and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of Indiana. First Financial’s income tax returns are subject to review and examination by federal, state, and local government authorities. The calendar years through 2004 have been reviewed and closed by the Internal Revenue Service. The years open to examination by state and local government authorities vary by jurisdiction and First Financial is not aware of any material outstanding examination matters.

NOTE 9: EMPLOYEE BENEFIT PLANS

First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. First Financial uses a December 31 measurement date for its defined benefit pension plan. Effective in the third quarter of 2007, First Financial amended the defined benefit pension plan formula to change the determination of participant benefits from a final average earnings plan to a cash balance plan. Pension plan participants prior to July 1, 2007, transitioned to the amended plan on January 1, 2008. After July 1, 2007, newly eligible participants entered the amended plan upon their eligibility date. Due to the funded status of the pension plan, First Financial does not expect to make any contributions to its pension plan in 2008.

The following table sets forth information concerning amounts recognized in First Financial’s Consolidated Balance Sheets and Consolidated Statements of Earnings (dollars in $000’s).

	Three months ended
	March 31,
	2008			2007
Service cost	$	590		$	851
Interest cost		643			743
Expected return on plan assets		(1,024	)		(1,122	)
Amortization of transition asset		(9	)		(12	)
Amortization of prior service cost		(106	)		12
Amortization of actuarial loss		242			227
Net periodic benefit cost	$	336		$	699

Amounts recognized in accumulated other comprehensive income (loss):

	Three months ended
	March 31,
	2008			2007
Net actuarial loss	$	242		$	227
Net prior service (credit) cost		(106	)		12
Net transition asset		(9	)		(12	)
Deferred tax assets		(46	)		(83	)
Net amount recognized	$	81		$	144

NOTE 10: FAIR VALUE DISCLOSURES

First Financial adopted SFAS No. 157 effective January 1, 2008. This statement defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosures about fair value measurements.

11

First Financial also adopted SFAS No. 159 effective January 1, 2008. This statement permits the initial and subsequent measurement of many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument, irrevocable basis.

Fair Value Option

The following table summarizes the impact on First Financial’s Consolidated Balance Sheets of adopting the fair value option (FVO) for equity securities of government sponsored entities, specifically Federal Home Loan Mortgage Corporation perpetual preferred series V shares with a cost basis of $5.0 million. Amounts shown represent the carrying value of the affected investment security categories before and after the change in accounting resulting from the adoption of SFAS No. 159 (dollars in $000’s).

	Jan. 1, 2008
	Balance Sheet						Jan. 1, 2008
	Prior to						Balance Sheet
	Adoption			Adoption Impact			After Adoption
Trading investment securities	$	0		$	3,799		$	3,799
Available-for-sale investment securities		306,928			(3,799	)		303,129
Accumulated comprehensive income (loss)		(7,127	)		750			(6,377	)
Cumulative effect of adoption of the FVO — charge to retained earnings (1)				$	750
Retained earnings	$	82,093			($750	)	$	81,343

⁽¹⁾ The adoption of SFAS No. 159 had no overall tax impact due to the transfer of the unrealized loss from accumulated other comprehensive income (loss) to retained earnings, within shareholders’ equity.

Prior to the election of the FVO effective January 1, 2008, First Financial’s equity securities of government sponsored entities totaled $3.8 million and were classified as investment securities available-for-sale. An unrealized loss of $0.8 million, net of taxes of $0.4 million, as of December 31, 2007, was included as a component of accumulated other comprehensive income (loss). In connection with First Financial’s adoption of SFAS No. 159 effective January 1, 2008, the $0.8 million unrealized loss was reclassified from accumulated other comprehensive income (loss) to beginning retained earnings as part of a cumulative-effect adjustment. There was no impact on total shareholders’ equity upon adoption. The equity securities of government sponsored entities are included as trading investment securities on First Financial’s Consolidated Balance Sheets effective January 1, 2008.

At March 31, 2008, the fair value of the equity securities of government sponsored entities for which the FVO was elected was $3.8 million, consistent with fair value of the equity securities at December 31, 2007, included as investment securities available-for-sale. Since January 1, 2008, changes in market value for the equity securities of government sponsored entities for which the FVO was elected have been recorded in other noninterest income. Future changes will be recorded similarly. Dividends received on these securities are included in tax-exempt investment security interest income. There were no purchases or sales of similar investment securities in the first quarter of 2008.

Fair Value Measurement

The SFAS No. 157 fair value framework 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 market observable 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

12

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 describes the valuation techniques used by First Financial to measure different financial assets and liabilities at fair value in the financial statements.

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. Third party vendors compile prices from various sources and 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 above are considered Level 3.

Loans held for sale — Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential real estate loans originated for sale to a strategic partner. Fair value is based on the contractual price to be received from our strategic partner, 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.

Derivatives — First Financial utilizes interest rate swaps as a means to offer commercial borrowers products that meet their needs, but are also designed to achieve First Financial’s desired interest rate risk profile at the time. The net interest receivable or payable is accrued and recognized as an adjustment to the interest income or interest expense of the hedged item. First Financial utilizes third-party vendors for derivative valuation purposes. These vendors determine the appropriate fair value based on a net present value calculation of the cash flows related to the interest rate swaps using primarily observable market inputs such as interest rate yield curves. The discounted net present value calculated represents the cost to terminate the swap if First Financial should choose to do so on the applicable measurement date (Level 2).

Allowance for loan and lease losses — Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Impaired loans are valued at the lower of cost or market for purposes of determining the appropriate amount of impairment to be allocated to the allowance for loan and lease losses. Market value is 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 vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the company (Level 2). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan and lease losses 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.

13

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis at March 31, 2008 (dollars in $000’s):

	Fair Value Measurements Using						Netting			Assets/Liabilities at
	Level 1		Level 2		Level 3		Adjustments (1)			Fair Value
Assets
Trading investment securities (2)	$	3,820	$	0	$	0	$	0		$	3,820
Derivatives		0		5,030		0		(5,029	)		1
Available-for-sale investment securities		228		344,917		0		0			345,145
Total	$	4,048	$	349,947	$	0	$	(5,029	)	$	348,966
Liabilities — Derivatives	$	0	$	6,970	$	0	$	(5,029	)	$	1,941

(1)	Amounts represent the impact of legally enforceable master netting arrangements that allow First Financial to settle positive and negative positions and also cash collateral held with the same counterparties.
(2)	Amount represents an item for which First Financial elected the fair value option under SFAS No. 159.

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-market accounting or write-downs of individual assets. The following table summarizes financial assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2008 (dollars in $000’s):

	Fair Value Measurements Using						Year-to-Date
	Level 1		Level 2		Level 3		Gains (Losses)
Assets
Loans held for sale	$	0	$	4,108	$	0	$	0
Impaired loans (1)		0		2,515		80		0

⁽¹⁾ Amounts represent the fair value of collateral for impaired loans allocated to the allowance for loan and lease losses.

14

ITEM 2-MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
(Unaudited)

SUMMARY

MARKET STRATEGY

First Financial serves a combination of metropolitan and non-metropolitan markets in Ohio, Indiana, and Kentucky through its full-service banking centers. Market selection is based upon a number of factors, but markets are primarily chosen for their potential for growth and long-term profitability. First Financial’s goal is to develop a competitive advantage through a local market focus; building long-term relationships with clients and helping them reach greater levels of success in their financial life. To help achieve its goals of superior service to an increasing number of clients, First Financial opened two new banking centers in its metropolitan markets in 2007. First Financial has future expansion opportunities in Ohio, Indiana, and Kentucky, including expansion opportunities with properties previously acquired. First Financial announced in December of 2007 its plans to open a new market headquarters in the third quarter of 2008 for its Dayton-Middletown metropolitan market. First Financial intends to concentrate future growth plans and capital investments in its metropolitan markets. Smaller markets have historically provided stable, low-cost funding sources to First Financial and they remain an important part of First Financial’s funding base. First Financial believes its historical strength in these markets should enable it to retain or improve its market share.

As a key component to executing its market strategy, in the first quarter of 2008, First Financial’s corporate headquarters was relocated to its existing Cincinnati market offices in Cincinnati, Ohio. The bank subsidiary remains headquartered in Hamilton, Ohio.

First Financial continues to focus on the execution of its strategic initiatives, including the identification of core businesses. Some examples of these efforts include the fourth quarter of 2007 formation of a long-term exclusive marketing agreement and the sale of the merchant payment processing portfolio, as well as the first quarter of 2007 consolidation of seven banking centers and sale of mortgage servicing rights and problem loans.

First Financial has 80 offices serving eight distinct markets with an average banking center deposit size of approximately $35 million. The operating model employed to execute its strategic plan includes a structure where market presidents manage these distinct markets, with the authority to make decisions at the point of client contact.

OVERVIEW OF OPERATIONS

Net income for the first quarter of 2008 was $7.3 million or $0.20 in diluted earnings per share versus $8.4 million or $0.22 in diluted earnings per share for the first quarter of 2007. The $1.1 million decrease in net income was due to lower net interest income of $2.2 million and increased provision expense for loan and lease losses of $1.8 million, partially offset by increased noninterest income of $0.1 million, decreased noninterest expense of $2.2 million, and decreased income tax expense of $0.6 million. Compared to the fourth quarter of 2007 net income of $10.7 million or $0.29 in diluted earnings per share, first quarter of 2008 net income decreased $3.4 million due to the $5.5 million fourth quarter of 2007 sale of the merchant payment processing portfolio, lower net interest income of $0.9 million, and increased provision for loan and lease losses of $1.5 million, partially offset by decreased noninterest expense of $2.4 million and decreased income tax expense of $2.1 million.

Return on average assets for the first quarter of 2008 was 0.89% compared to 1.04% for the comparable period in 2007 and 1.27% for the linked-quarter (first quarter of 2008 compared to the fourth quarter of 2007). Return on average shareholders’ equity for the first quarter of 2008 was 10.63% compared to 11.94% for the comparable period in 2007 and 15.37% for the linked-quarter.

A detailed discussion of the first quarter of 2008 results of operations follows.

15

NET INTEREST INCOME

Net interest income, First Financial’s principal source of income, is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is also presented in the table that follows, adjusted to a tax equivalent basis assuming a 35% marginal tax rate for interest earned on tax-exempt assets such as municipal loans and investments. This is to recognize the income tax savings that facilitates a comparison between taxable and tax-exempt assets. 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. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make peer comparisons.

	Three Months Ended
	March 31,
(dollars in $000’s)	2008			2007
Net interest income	$	28,249		$	30,403
Tax equivalent adjustment		514			576
Net interest income — tax equivalent	$	28,763		$	30,979
Average earning assets	$	3,005,835		$	2,992,294
Net interest margin *		3.78	%		4.12	%
Net interest margin (fully tax equivalent) *		3.85	%		4.20	%

*   Margins are calculated using net interest income annualized divided by average earning assets.

Net interest income in the first quarter of 2008 was $28.2 million compared to $30.4 million in the first quarter of 2007, a decrease of $2.2 million or 7.1%. First quarter of 2008 net interest margin of 3.78% decreased 34 basis points from 4.12% for the first quarter of 2007. This decline in net interest income and margin is primarily a result of actions by the Federal Reserve to address the weakening economy, including the consumer mortgage crisis, by lowering the federal funds rate by 300 basis points over the past seven months, and the resulting impact on our asset sensitive balance sheet. Earning asset growth, specifically growth in the commercial, commercial real estate, and construction loan portfolios, partially offset the decline in market interest rates.

On a tax equivalent basis, the first quarter of 2008 net interest margin of 3.85% decreased 35 basis points from 4.20% for the first quarter of 2007.

Net interest income on a linked-quarter basis decreased from $29.1 million in the fourth quarter of 2007 to $28.2 million in the first quarter of 2008, a $0.9 million or 11.4% annualized decrease. The decrease in net interest income is primarily due to a decline in market interest rates, including a 200 basis point reduction in the federal funds rate during the first quarter, partially offset by the continued mix shift in earning assets. Linked-quarter net interest margin remained relatively flat, decreasing 1 basis point from 3.79% to 3.78%. On a tax-equivalent basis, the first quarter of 2008 net interest margin was 3.85% as compared to 3.86% for the fourth quarter of 2007.

16

The Consolidated Average Balance Sheets and Net Interest Income Analysis that follows are presented on a GAAP basis (dollars in $000’s).

QUARTERLY CONSOLIDATED AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS

	March 31, 2008								December 31, 2007								March 31, 2007
	Average					Average			Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
Earning Assets
Investments:
Federal funds sold	$	65,799		$	565		3.45	%	$	106,922		$	1,224		4.54	%	$	134,635		$	1,756		5.29	%
Investment securities		343,553			4,312		5.05	%		350,346			4,500		5.10	%		367,407			4,800		5.30	%
Loans (1):
Commercial loans		781,358			12,945		6.66	%		777,028			14,595		7.45	%		686,947			13,982		8.25	%
Real estate — construction		162,008			2,474		6.14	%		154,208			2,815		7.24	%		100,192			2,028		8.21	%
Real estate — commercial		708,779			11,975		6.80	%		693,642			12,105		6.92	%		638,717			10,882		6.91	%
Real estate — residential		533,689			7,577		5.71	%		544,326			7,846		5.72	%		620,843			8,674		5.67	%
Installment		132,876			2,222		6.73	%		145,831			2,405		6.54	%		189,479			2,889		6.18	%
Home equity		251,706			4,308		6.88	%		248,248			4,736		7.57	%		229,435			5,376		9.50	%
Credit card		25,745			712		11.12	%		25,271			724		11.37	%		23,809			804		13.70	%
Lease financing		322			7		8.74	%		431			6		5.52	%		830			22		10.75	%
Loan fees					501								477								407
Total loans		2,596,483			42,721		6.62	%		2,588,985			45,709		7.00	%		2,490,252			45,064		7.34	%
Total earning assets		3,005,835			47,598		6.37	%		3,046,253			51,433		6.70	%		2,992,294			51,620		7.00	%
Nonearning Assets
Cash and due from banks		86,879								84,771								94,384
Allowance for loan and lease losses		(28,860	)							(29,503	)							(27,770	)
Premises and equipment		78,969								78,992								79,819
Other assets		155,840								158,315								160,619
Total assets	$	3,298,663							$	3,338,828							$	3,299,346
Interest-bearing liabilities
Deposits:
Interest-bearing	$	623,206			2,066		1.33	%	$	607,009			2,803		1.83	%	$	646,548			3,302		2.07	%
Savings		610,449			2,208		1.45	%		604,063			2,980		1.96	%		545,101			2,353		1.75	%
Time		1,219,373			13,465		4.44	%		1,250,392			14,455		4.59	%		1,215,264			13,354		4.46	%
Short-term borrowings		93,029			792		3.42	%		106,724			1,211		4.50	%		88,533			996		4.56	%
Long-term borrowings		64,870			818		5.07	%		71,152			905		5.05	%		93,080			1,212		5.28	%
Total interest-bearing liabilities		2,610,927			19,349		2.98	%		2,639,340			22,354		3.36	%		2,588,526			21,217		3.32	%
Noninterest-bearing liabilities and shareholders’ equity
Noninterest-bearing demand		379,240								399,304								401,698
Other liabilities		31,681								23,915								22,669
Shareholders’ equity		276,815								276,269								286,453
Total liabilities and shareholders’ equity	$	3,298,663							$	3,338,828							$	3,299,346
Net interest income				$	28,249							$	29,079							$	30,403
Net interest spread							3.39	%							3.34	%							3.68	%
Contribution of noninterest-bearing sources of funds							0.39	%							0.45	%							0.44	%
Net interest margin (2)							3.78	%							3.79	%							4.12	%

(1)	Nonaccrual loans and loans held for sale are included in average balances for each applicable loan category.
(2)	Because noninterest-bearing funding sources, demand deposits, other liabilities, and shareholders’ equity also support earning assets, the net interest margin exceeds the interest spread.

17

RATE/VOLUME ANALYSIS

The impact of changes in the volume of interest-earning assets and interest-bearing liabilities and interest rates on net interest income is illustrated in the following tables (dollars in $000’s).

	Changes for the Three Months Ended March 31
	Linked Qtr. Income Variance									Comparable Qtr. Income Variance
	Rate			Volume			Total			Rate			Volume			Total
Earning assets
Investment securities	$	(54	)	$	(134	)	$	(188	)	$	(239	)	$	(249	)	$	(488	)
Federal funds sold		(296	)		(363	)		(659	)		(613	)		(578	)		(1,191	)
Gross loans (1)		(2,643	)		(345	)		(2,988	)		(4,541	)		2,198			(2,343	)
Total earning assets		(2,993	)		(842	)		(3,835	)		(5,393	)		1,371			(4,022	)
Interest-bearing liabilities
Total interest-bearing deposits	$	(2,242	)	$	(257	)	$	(2,499	)	$	(1,795	)	$	525		$	(1,270	)
Borrowed funds
Short-term borrowings		(292	)		(127	)		(419	)		(251	)		47			(204	)
Federal Home Loan Bank long-term debt		3			(63	)		(60	)		5			(158	)		(153	)
Other long-term debt		(22	)		(5	)		(27	)		(42	)		(199	)		(242	)
Total borrowed funds		(311	)		(195	)		(506	)		(288	)		(310	)		(598	)
Total interest-bearing liabilities		(2,553	)		(452	)		(3,005	)		(2,083	)		215			(1,868	)
Net interest income (2)	$	(440	)	$	(390	)	$	(830	)	$	(3,310	)	$	1,156		$	(2,154	)

(1)	Loans held for sale and nonaccrual loans are both included in gross loans.
(2)	Not tax equivalent.

NONINTEREST INCOME

First quarter of 2008 noninterest income of $14.9 million remained relatively flat compared to the first quarter of 2007. Noninterest income in the first quarter of 2008 included a $1.6 million gain associated with the partial redemption of Visa Inc. common shares comprised of a $1.1 million gain on the share redemption and the reversal of the $0.5 million litigation reserve established in the fourth quarter of 2007. The first quarter of 2007 included a $1.1 million gain on the sale of the servicing rights for First Financial’s residential real estate loans serviced for others. Excluding these items, first quarter of 2008 noninterest income decreased $0.4 million or 2.9% from the first quarter of 2007 primarily due to lower earnings from bank-owned life insurance offset by higher trust and wealth management fees.

On a linked-quarter basis, total noninterest income decreased $5.4 million or 26.6%. First quarter of 2008 noninterest income included the previously mentioned $1.6 million Visa Inc. gain, and the fourth quarter of 2007 included a $5.5 million gain on the sale of First Financial’s merchant payment processing portfolio. Excluding these items, first quarter of 2008 noninterest income decreased $1.5 million or 10.0% from the fourth quarter of 2007 primarily due to a seasonal decline in service charges on deposit accounts and lower trust and wealth management fees, offset by higher bankcard income.

NONINTEREST EXPENSE

Total noninterest expense decreased $2.2 million or 7.0% during the first quarter of 2008 as compared to the first quarter of 2007 primarily due to the following:

• decreases in salaries and employee benefits of $1.9 million primarily due to a $0.9 million reduction in severance costs, $0.5 million reduction in salaries and incentive-based compensation as a result of an overall reduction in staffing levels, and $0.2 million reduction in pension and other retirement-related expenses

• decreases in marketing related costs of $0.4 million primarily due to the costs associated with the branding initiative in 2007

18

On a linked-quarter basis, noninterest expense decreased $2.4 million or 7.5% from the fourth quarter of 2007. This decrease in noninterest expense was primarily due to the $2.2 million pension settlement charge which occurred in the fourth quarter of 2007. The prior period pension settlement charge was an acceleration of costs that were previously deferred under pension accounting rules and would have been recognized in future periods.

INCOME TAXES

Income tax expense was $3.5 million and $4.1 million for the first quarters of 2008 and 2007, respectively. The effective taxes rates for the first quarters of 2008 and 2007 were 32.6% and 33.0%, respectively.

ASSETS

Loan growth continues to be driven by First Financial’s efforts to deepen its market presence, primarily in its metropolitan markets, resulting in the mix shift from lower yielding consumer lending to higher yielding commercial loans. Average total loans during the first quarter of 2008 increased $109.9 million or 4.4% from the comparable period a year ago. Average commercial, commercial real estate, and construction loans increased $228.7 million or 16.1% from the first quarter of 2007.

During late 2005 and early 2006, management made a number of strategic decisions to realign its balance sheet and change its lending focus. These decisions included exiting indirect installment lending and no longer holding its residential real estate loan originations on the balance sheet. This has resulted in the cumulative reduction in indirect installment and residential real estate loan balances of $206 million and $194 million, respectively, since that time.

Average total loans for the first quarter of 2008 remained relatively flat, increasing $8.1 million or 1.2% on an annualized basis from the fourth quarter of 2007; however, average commercial, commercial real estate, and construction loans increased $28.6 million or 7.0% on an annualized basis from the fourth quarter of 2007.

Securities available-for-sale were $345.1 million at March 31, 2008, compared to $325.8 million at March 31, 2007, and $306.9 million at December 31, 2007. The combined investment portfolio was 11.7% and 11.0% of total assets at March 31, 2008, and 2007, respectively, and 10.3% of total assets at December 31, 2007. The investment portfolio, as a percentage of total assets, remains low relative to our peers; however, First Financial is reviewing various portfolio strategies and expects to increase this percentage as opportunities present themselves. At March 31, 2008, First Financial held approximately 58% of its available-for-sale securities in mortgage related instruments, substantially all of which are held in highly rated agency pass-through residential mortgage instruments. Among other factors, portfolio selection criteria avoid securities backed by sub-prime assets and also those containing assets that would give rise to material geographic concentrations.

First Financial adopted SFAS No. 159 effective January 1, 2008. This statement permits the initial and subsequent measurement of many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument, irrevocable basis. First Financial applied the fair value option to its equity securities of government sponsored entities, specifically Federal Home Loan Mortgage Corporation perpetual preferred series V shares, and these securities are classified as trading investment securities at March 31, 2008, in First Financial’s Consolidated Balance Sheets.

DEPOSITS

Total deposit balances, both average and period-end, were up slightly on a year-over-year basis and declined on a linked-quarter basis. The seasonal fluctuation from a large commercial noninterest-bearing account was the primary reason for the linked-quarter decline. Transaction account balances, both average and period-end, have grown over these comparative periods but this growth has been offset by the runoff of time and wholesale deposits as a result of our decision to maintain rational deposit pricing in a very competitive landscape. The consumer’s preference for higher-yielding money market accounts and

19

time deposits, rather than more traditional transaction accounts, continues to result in shifts in deposit mix and behavior-based margin compression.

Average deposits for the first quarter of 2008 increased $23.7 million or 0.8% from the comparable period a year ago. Average total interest-bearing deposits for the first quarter of 2008 increased $46.1 million or 1.9%, and average noninterest-bearing deposits decreased $22.5 million or 5.6%, both from the first quarter of 2007. Average transaction account balances increased approximately $41 million or 3.4% from the first quarter of 2007.

Average deposits for the first quarter of 2008 decreased $28.5 million or 4.0% on an annualized basis from the fourth quarter of 2007. Average total interest-bearing deposits decreased $8.4 million or 1.4%, and average noninterest-bearing deposits decreased $20.1 million or 20.1%, both on an annualized basis from the fourth quarter of 2007. Average transaction account balances increased approximately $22 million or 7.3%, offset by the runoff of time and wholesale account balances of approximately $31 million or 9.9%, both on an annualized basis from the fourth quarter of 2007. Period-end noninterest-bearing deposits decreased $60.7 million from the fourth quarter of 2007 primarily due to the seasonal deposit activity of large commercial clients.

ALLOWANCE FOR LOAN AND LEASE LOSSES

Management maintains the allowance at a level that is considered sufficient to absorb inherent risks in the loan portfolio. Management’s evaluation in establishing the adequacy of the allowance includes evaluation of the loan and lease portfolios, past loan and lease loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, and other pertinent factors, such as periodic internal and external evaluations of delinquent, nonaccrual, and classified loans. The evaluation is inherently subjective as it requires utilizing material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans. The evaluation of these factors is the responsibility of the Allowance for Loan and Lease Losses Committee, which is comprised of senior officers from the risk management, credit administration, finance, and lending areas.

While most indications point to a continued decline in the performance of certain real estate and consumer-based lending products as a result of the broad economic downturn, First Financial’s overall credit quality remains stable. First Financial’s total loan portfolio has, and continues to shift away from most consumer-based lending. As such, the expected effects on First Financial from such economic conditions, relative to the industry, should be less severe. Additionally, the mix of the total loan portfolio has shifted not only in product type, but in the risk profile of the borrowers due to the improvements in both underwriting and in the resolution strategies used for problem credits. However, there always remains the possibility of an unexpected event which could result in higher credit costs.

Total nonperforming asset levels have remained relatively consistent over the past four quarters, fluctuating less than 5% since the second quarter of 2007. At the end of the first quarter of 2008, total nonperforming assets were $17.6 million, an increase of $0.3 million from the end of the fourth quarter of 2007. Compared to the end of the fourth quarter of 2007, the ratio of nonperforming loans to total loans increased 2 basis points to 58 basis points at the end of the first quarter of 2008, and the ratio of nonperforming assets to period-end loans, plus other real estate owned, remained consistent at 67 basis points at the end of the first quarter of 2008.

First Financial’s March 31, 2008, allowance for loan and lease losses to period-end loans ratio was 1.14% as compared to the March 31, 2007, and December 31, 2007, allowance for loan and lease losses to period-end loans ratios of 1.10% and 1.12%, respectively. The increase in the allowance for loan and lease losses to period-end loans ratio is based on our estimate of potential losses inherent in the loan portfolio, primarily driven by changes in consumer-based credit. First Financial’s allowance for loan and lease losses to nonaccrual and nonperforming loan ratios has been steadily increasing since the second quarter of 2007, and at March 31, 2008, were 202.29% and 194.83%, respectively. A large percentage of

20

nonperforming assets are secured by real estate, and this collateral has been appropriately considered in establishing the allowance for loan and lease losses.

At March 31, 2008, the commercial real estate and real estate construction loan portfolio totaled $899.1 million, or 34.4% of total loans, including $130.2 million or 5.0% of total loans for commercial real estate construction, and $42.5 million or 1.6% of total loans, for residential construction, land acquisition, and development. First Financial believes its internal lending policies and extensive underwriting standards are key to managing credit exposure from both the residential construction and land acquisition and development segments in any particular project.

First Financial continually evaluates the commercial real estate and real estate construction portfolio for geographic and borrower concentrations, as well as loan-to-value coverage, and believes its credit underwriting processes are producing a prudent and acceptable level of credit exposure.

Since the first quarter of 2007, First Financial has experienced nearly 10% growth in its home equity loan portfolio average balances. First Financial believes its underwriting criteria coupled with the monitoring of a number of metrics including credit scores, loan-to-value ratios, line size, and usage, provides adequate oversight for the growth. First Financial maintains a strong pricing discipline for its home equity loan product and does not sacrifice loan quality for growth.

In the second quarter of 2005, First Financial made the strategic decision to discontinue the origination of residential real estate loans for retention on its balance sheet. As a result, the residential real estate portfolio has declined $194 million, excluding the impact of the loan sales, since that time. In the first quarter of 2007, First Financial sold the servicing of its remaining residential real estate portfolio and established an agreement to sell future originations to a strategic partner. Prior to this decision, First Financial was not a sub-prime lender, and the company does not originate sub-prime residential real estate loans in the current originate-and-sell model.

First quarter of 2008 net charge-offs were $2.6 million, an annualized 40 basis points of average loans, compared to first quarter of 2007 net charge-offs of $1.3 million, an annualized 22 basis points of average loans, and fourth quarter of 2007 net charge-offs of $1.7 million, an annualized 26 basis points of average loans. Approximately $0.5 million or 8 basis points of the increase is due to the impact of four large home equity loan charge-offs. From an industry perspective, home equity lending may continue to experience stress, as borrowers come under continued pressure in the current economic environment. First Financial’s overall credit quality metrics for its home equity loan portfolio continue to remain stable, as over the past eight quarters both the home equity net charge-off ratio and ratio of nonaccrual home equity loans to total home equity loans have consistently been below 50 basis points, when the previously mentioned first quarter of 2008 home equity loan charge-offs are excluded. First Financial continues to actively monitor its home equity loan portfolio but may experience similar volatility in upcoming quarters.

The provision for loan and lease losses for the first quarter of 2008 was $3.2 million compared to $1.4 million for the same period in 2007 and $1.6 million for the linked-quarter. The increase in provision expense from these periods is primarily due to due to our current estimate of potential losses inherent in the loan portfolio, primarily driven by changes in consumer-based credit.

It is management’s belief that the $29.7 million allowance for loan and lease losses at March 31, 2008, is adequate to absorb probable credit losses inherent in the portfolio, and the changes in the allowance and the resultant provision are consistent with the internal assessment of the risk in the loan portfolios.

21

The table that follows indicates the activity in the allowance for loan losses for the quarterly and year-to-date periods presented (dollars in $000’s).

	Three Months Ended
	2008			2007
	Mar. 31			Dec. 31			Sep. 30			Jun. 30			Mar. 31
ALLOWANCE FOR LOAN AND LEASE LOSS ACTIVITY
Balance at beginning of period	$	29,057		$	29,136		$	28,060		$	27,407		$	27,386
Provision for loan losses		3,223			1,640			2,558			2,098			1,356
Gross charge-offs
Commercial		545			1,433			1,008			920			746
Real estate – commercial		806			465			76			176			146
Real estate – residential		39			33			49			57			116
Installment		564			522			471			604			741
Home equity		651			285			189			149			139
All other		498			304			304			224			265
Total gross charge-offs		3,103			3,042			2,097			2,130			2,153
Recoveries
Commercial		144			342			145			246			269
Real estate – commercial		3			632			124			48			58
Real estate – residential		11			3			25			10			18
Installment		315			242			263			288			346
Home equity		0			19			12			25			76
All other		68			85			46			68			51
Total recoveries		541			1,323			615			685			818
Total net charge-offs		2,562			1,719			1,482			1,445			1,335
Ending allowance for loan losses	$	29,718		$	29,057		$	29,136		$	28,060		$	27,407
NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (ANNUALIZED)
Commercial		0.21	%		0.56	%		0.45	%		0.37	%		0.28	%
Real estate – commercial		0.46	%		-0.10	%		-0.03	%		0.08	%		0.06	%
Real estate – residential		0.02	%		0.02	%		0.02	%		0.03	%		0.06	%
Installment		0.75	%		0.76	%		0.53	%		0.74	%		0.85	%
Home equity		1.04	%		0.43	%		0.29	%		0.21	%		0.11	%
All other		0.92	%		0.48	%		0.62	%		0.44	%		0.70	%
Total net charge-offs		0.40	%		0.26	%		0.23	%		0.23	%		0.22	%

NONPERFORMING/UNDERPERFORMING ASSETS

Total nonperforming assets at the end of the first quarter of 2008 were $17.6 million, an increase of $3.6 million from the end of the first quarter of 2007 primarily due to a higher level of nonaccrual residential real estate loans consistent with the industry and weakness in the consumer sector. As a result, the ratio of nonperforming loans to total loans increased from 45 basis points at the end of the first quarter of 2007 to 58 basis points at the end of the first quarter of 2008. This 13 basis point increase in the ratio of nonperforming loans to total loans, combined with the recent developments in the overall consumer credit environment, have been the primary drivers for the increase in the allowance for loan and lease losses to total loans ratio from 1.10% to 1.14%. The ratio of nonperforming assets to period-end loans, plus other real estate owned, increased from 56 basis points at the end of the first quarter of 2007 to 67 basis points at the end of the first quarter of 2008.

22

Total nonperforming assets on a linked-quarter basis increased $0.3 million from the end of the fourth quarter of 2007. The ratio of nonperforming loans to total loans increased from 56 basis points at the end of the fourth quarter of 2007 to 58 basis points at the end of the first quarter of 2008, and the ratio of nonperforming assets to period-end loans, plus other real estate owned, remained consistent at 67 basis points at the end of the first quarter of 2008 as compared to the end of the fourth quarter of 2007.

Accruing loans, including impaired loans, are transferred to nonaccrual status when, in the opinion of management, the collection of principal or interest is doubtful. This generally occurs when a loan becomes 90 days past due as to principal or interest unless the loan is both well secured and in the process of collection.

The table that follows shows the categories that are included in nonperforming and underperforming assets as of March 31, 2008, and the four previous quarters, as well as related credit quality ratios (dollars in $000’s).

	Three Months Ended
	2008			2007
	Mar. 31			Dec. 31			Sep. 30			Jun. 30			Mar. 31
Nonaccrual loans
Commercial	$	3,952		$	2,677		$	3,782		$	6,812		$	2,529
Real estate — commercial		4,415			5,965			5,343			4,140			4,947
Real estate — residential		4,529			3,063			2,147			1,694			1,311
Installment		544			734			745			681			920
Home equity		1,221			1,662			1,117			1,048			1,038
All other		30			12			8			21			20
Total nonaccrual loans		14,691			14,113			13,142			14,396			10,765
Restructured loans		562			567			574			581			588
Total nonperforming loans		15,253			14,680			13,716			14,977			11,353
Other real estate owned (OREO)		2,368			2,636			3,124			2,023			2,672
Total nonperforming assets		17,621			17,316			16,840			17,000			14,025
Accruing loans past due 90 days or more		372			313			222			165			81
Total underperforming assets	$	17,993		$	17,629		$	17,062		$	17,165		$	14,106
Allowance for loan and lease losses to
Nonaccrual loans		202.29	%		205.89	%		221.70	%		194.92	%		254.59	%
Nonperforming loans		194.83	%		197.94	%		212.42	%		187.35	%		241.41	%
Total ending loans		1.14	%		1.12	%		1.12	%		1.10	%		1.10	%
Nonperforming loans to total loans		0.58	%		0.56	%		0.53	%		0.59	%		0.45	%
Nonperforming assets to
Ending loans, plus OREO		0.67	%		0.67	%		0.65	%		0.67	%		0.56	%
Total assets		0.53	%		0.51	%		0.51	%		0.52	%		0.42	%

LIQUIDITY AND CAPITAL RESOURCES

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, expenses of its operations, and capital expenditures. Liquidity is closely monitored and managed by First Financial’s Asset and Liability Committee (ALCO), a group of senior officers from the lending, deposit gathering, finance, risk management, and treasury areas. It is ALCO’s responsibility to ensure First Financial has the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that liquidity stress events are quickly identified, and management plans are in place to respond. This is accomplished through the use of policies which establish limits and require measurements to monitor liquidity trends, including management reporting that identifies the amounts and costs of all available funding sources.

23

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 the long and short-term needs is deposit growth and retention of the core deposit base. The deposit base is diversified among individuals, partnerships, corporations, public entities, and geographic markets. This diversification helps First Financial minimize dependence on large concentrations of funding sources.

Capital expenditures, such as banking center expansions and technology investments, were $1.4 million and $1.5 million for the first three months of 2008 and 2007, respectively. Management believes that First Financial has sufficient liquidity to fund its future capital expenditure commitments.

In addition, from time to time, First Financial utilizes advances from the Federal Home Loan Bank (FHLB) as a funding source. At March 31, 2008, and December 31, 2007, total long-term borrowings from the FHLB were $42.4 million and $45.9 million, respectively. The total available remaining borrowing capacity from the FHLB at March 31, 2008, was $384.7 million.

As of March 31, 2008, First Financial has pledged certain residential real estate loans totaling $546.5 million as collateral for borrowings to the FHLB. For ease of borrowing execution, First Financial utilizes a blanket collateral agreement with the FHLB.

The 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 $345.1 million at March 31, 2008. Securities classified as held-to-maturity that are maturing within a short period of time are also a source of liquidity. Securities classified as held-to-maturity that are maturing in one year or less totaled $0.5 million at March 31, 2008. The market value of securities classified as trading totaled $3.8 million at March 31, 2008. In addition, other types of assets such as cash and due from banks, federal funds sold and securities purchased under agreements to resell, as well as loans and interest-bearing deposits with other banks maturing within one year, are sources of liquidity. Overnight federal funds sold totaled $2.9 million at March 31, 2008.

Certain restrictions exist regarding the ability of First Financial’s subsidiaries to transfer funds to First Financial in the form of cash dividends, loans, or advances. The approval of the subsidiaries’ respective primary federal regulators is required for First Financial’s subsidiaries to pay dividends in excess of regulatory limitations. Dividends paid to First Financial from its subsidiaries totaled $7.4 million for first quarter of 2008. As of March 31, 2008, First Financial’s subsidiaries had retained earnings of $133.8 million of which $0.4 million was available for distribution to First Financial without prior regulatory approval. 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.

First Financial Bancorp maintains a short-term revolving credit facility with an unaffiliated bank. This facility provides First Financial additional liquidity for various corporate activities, including the repurchase of First Financial shares and the payment of dividends to shareholders. As of March 31, 2008, the outstanding balance was $53.0 million compared to an outstanding balance of $72.0 million at December 31, 2007. The outstanding balance of this line varies throughout the year depending on First Financial’s cash needs. First Financial renewed the $75.0 million credit facility during the first quarter of 2008 for a period of one year. The credit agreement requires First Financial to maintain certain covenants including those related to asset quality and capital levels. First Financial was in full compliance with all covenants as of March 31, 2008, and December 31, 2007.

First Financial Bancorp makes quarterly interest payments on its junior subordinated debentures owed to unconsolidated subsidiary trusts. Interest expense related to this other long-term debt totaled $0.4 million and $0.7 million for the three months ending March 31, 2008, and 2007, respectively. In September of 2007, First Financial redeemed all the underlying capital securities relating to First Financial (OH) Statutory Trust I. The total outstanding capital securities redeemed were $10 million. Therefore, there will be no future interest payments on that debenture. The $20 million of debentures issued in 2003 remain outstanding.

24

First Financial had no share repurchase activity under publicly announced plans in the first quarter of 2008, and at this time, First Financial does not plan to repurchase any of its shares the remainder of 2008. In the first quarter of 2007, First Financial repurchased 244,000 common shares at a cost of $3.9 million and a weighted average share repurchase price of $16.11.

In connection with First Financial’s adoption of SFAS No. 159 effective January 1, 2008, a $0.8 million unrealized loss was reclassified from accumulated other comprehensive income (loss) to beginning retained earnings as part of a cumulative-effect adjustment. There was no impact on total shareholders’ equity upon adoption.

First Financial also adopted EITF Issue No. 06-4 effective January 1, 2008. Issue No. 06-4 applies to split-dollar life insurance arrangements whose benefits continue into the employees’ retirement. First Financial recorded a transition adjustment in the amount of $2.5 million for the impact of this EITF effective January 1, 2008, as a reduction of opening retained earnings and an increase in accrued interest and other liabilities in the Consolidated Balance Sheets.

CAPITAL ADEQUACY

First Financial and its subsidiary, First Financial Bank, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action.

Quantitative measures established by regulation to ensure capital adequacy require First Financial to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined by the regulations) to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of March 31, 2008, that First Financial met all capital adequacy requirements to which it was subject. At March 31, 2008, and December 31, 2007, the most recent regulatory notifications categorized First Financial as well-capitalized under the regulatory framework for prompt corrective action.

To be categorized as well-capitalized, First Financial must maintain minimum Total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There have been no conditions or events since those notifications that management believes has changed the institution’s category.

First Financial’s Tier I capital is comprised of total shareholders’ equity plus junior subordinated debentures, less unrealized gains and losses and any amounts resulting from the application of SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and other Postretirement Plans,” that is recorded within accumulated other comprehensive income (loss), intangible assets, and any valuation related to mortgage servicing rights. Total risk-based capital consists of Tier I capital plus qualifying allowance for loan and lease losses and gross unrealized gains on equity securities.

For purposes of calculating the leverage ratio, average assets represents quarterly average assets less assets not qualifying for Total risk-based capital including intangibles and non-qualifying mortgage servicing rights and allowance for loan and lease losses.

25

The following table illustrates the actual and required capital amounts and ratios as of March 31, 2008, and the year ended December 31, 2007 (dollars in $000’s).

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2008
Total capital to risk-weighted assets
Consolidated	$	302,332		11.31	%	$	213,779		8.00	%		N/A		10.00	%
First Financial Bank		340,943		12.82	%		212,763		8.00	%	$	265,954		10.00	%
Tier 1 capital to risk-weighted assets
Consolidated		272,614		10.20	%		106,890		4.00	%		N/A		6.00	%
First Financial Bank		303,951		11.43	%		106,382		4.00	%		159,572		6.00	%
Tier 1 capital to average assets
Consolidated		272,614		8.32	%		130,790		4.00	%		N/A		5.00	%
First Financial Bank		303,951		9.35	%		129,829		4.00	%		162,286		5.00	%
December 31, 2007
Total capital to risk-weighted assets
Consolidated	$	303,103		11.38	%	$	213,041		8.00	%		N/A		10.00	%
First Financial Bank		341,702		12.92	%		211,604		8.00	%	$	264,505		10.00	%
Tier 1 capital to risk-weighted assets
Consolidated		274,046		10.29	%		106,520		4.00	%		N/A		6.00	%
First Financial Bank		305,394		11.55	%		105,802		4.00	%		158,703		6.00	%
Tier 1 capital to average assets
Consolidated		274,046		8.26	%		132,395		4.00	%		N/A		5.00	%
First Financial Bank		305,394		9.30	%		131,121		4.00	%		163,901		5.00	%

CRITICAL ACCOUNTING POLICIES

The accounting and financial reporting policies of First Financial comply with U.S. generally accepted accounting principles and conform to general practices within the banking industry. These policies require estimates and assumptions. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on First Financial’s future financial condition and results of operations.

In management’s opinion, some of these areas have a more significant impact than others on First Financial’s financial reporting. For First Financial, these areas currently include accounting for the allowance for loan and lease losses, pension costs, goodwill, and income taxes.

Allowance for loan and lease losses – The level of the allowance for loan and lease losses (allowance) is based upon management’s evaluation of the loan and lease portfolios, past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, and other pertinent factors. This evaluation is inherently subjective, as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loans are charged off when management believes that ultimate collectiblity of the loan is unlikely. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, is deemed to be uncollectible.

26

Management’s determination of the adequacy of the allowance is based on an assessment of the inherent loss given the conditions at the time. The allowance is increased by provisions charged to expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. The allowance for commercial loans, including time and demand notes, tax-exempt loans, commercial real estate, and commercial capital leases begins with a process of estimating the probable losses inherent in the portfolio. The estimates for these commercial loans are established by category and based on First Financial’s internal system of credit risk ratings and historical loss data.

The estimate of losses inherent in the commercial portfolio may then be adjusted for management’s estimate of probable losses on specific exposures as well as trends in delinquent and nonaccrual loans and other factors such as prevailing economic conditions, lending strategies, and other influencing factors. In the commercial portfolio, certain loans, typically larger-balance non-homogeneous exposures, may have a specific allowance established based on the borrower’s overall financial condition, resources and payment record, support from guarantors, and the realizable value of any collateral.

The allowance for consumer loans which includes residential real estate, installment, home equity, credit card, consumer leasing, and overdrafts is established for each of the categories by estimating losses inherent in that particular category of consumer loans. The estimate of losses is primarily based on historical loss rates. Consumer loans are evaluated as an asset type within a category (i.e., residential real estate, installment, etc.), as these loans are smaller and more homogeneous.

Larger balance commercial and commercial real estate loans are impaired when, based on current information and events, it is probable that First Financial will be unable to collect all principal and interest amounts due according to the contractual terms of the loan agreement.

Loans that are impaired are recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate or if the loan is collateral dependent, impairment measurement is based on the fair value of the collateral. Income on impaired loans is recorded on the cash basis.

Pension – First Financial sponsors a non-contributory defined benefit pension plan covering substantially all employees. The measurement of the accrued benefit liability and the annual pension expense involves actuarial and economic assumptions. The assumptions used in pension accounting relate to the discount rates, the expected return on plan assets, and the rate of compensation increase.

Goodwill and other intangible assets – Goodwill and intangible assets deemed to have indefinite lives, if any, are not amortized, but are subject to annual impairment tests. Core deposit intangibles were amortized on a straight-line basis over their useful lives, none of which exceeded 10 years. Core deposit intangibles were fully amortized by the end of the first quarter of 2008.

Income taxes – The calculation of First Financial’s income tax provision is complex and requires the use of estimates and judgments in its determination. First Financial estimates income tax expense based on amounts expected to be owed to various tax jurisdictions. Accrued taxes represent the net estimated amount due or to be received from taxing jurisdictions either currently or in the future and are reported as a component of other assets or other liabilities in the Consolidated Balance Sheets. In estimating accrued taxes, First Financial assesses the appropriate tax treatment considering statutory, judicial, and regulatory guidance, including consideration of any reserve required for potential examination issues. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by taxing authorities, and newly enacted statutory, judicial, and regulatory guidance. These changes, when they occur, affect accrued taxes and can be significant to the operating results of First Financial. The potential impact to First Financial’s operating results for any of the changes cannot be reasonably estimated. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

27

First Financial and its subsidiaries file a consolidated federal income tax return. Each subsidiary provides for income taxes on a separate return basis, and remits to First Financial amounts determined to be currently payable.

ACCOUNTING AND REGULATORY MATTERS

Note 2 to the Consolidated Financial Statements discusses new accounting standards adopted by First Financial during 2008 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) the Management’s Discussion and Analysis and Notes to the Consolidated Financial Statements.

FORWARD LOOKING INFORMATION

Certain statements contained in this report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the Act). In addition, certain statements in future filings by First Financial with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with the approval of First Financial which are not statements of historical fact constitute forward-looking statements within the meaning of the Act.

Examples of forward-looking statements include, but are not limited to, projections of revenues, income or loss, earnings or loss per share, the payment or non-payment of dividends, capital structure and other financial items, statements of plans and objectives of First Financial or its management or board of directors, and statements of future economic performances and statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “intends,” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, management’s ability to effectively execute its business plan; the risk that the strength of the United States economy in general and the strength of the local economies in which First Financial conducts operations may be different from expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on First Financial’s loan portfolio and allowance for loan and lease losses; the effects of and changes in policies and laws of regulatory agencies; inflation, interest rates, market and monetary fluctuations; technological changes; mergers and acquisitions; the ability to increase market share and control expenses; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board and the Securities and Exchange Commission; the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and the success of First Financial at managing the risks involved in the foregoing.

In addition, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007, as well as our other filings with the Commission, for a more detailed discussion of these risks and uncertainties and other factors. Such forward-looking statements speak only as of the date on which such statements are made, and First Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events.

28

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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 arises in the normal course of business to the extent that there is a divergence between the amount of First Financial’s interest earning assets and the amount of interest earning liabilities that are prepaid/withdrawn, re-price, or mature in specified periods. First Financial seeks to achieve consistent growth in net interest income and capital while managing volatility arising from shifts in market interest rates. The Asset and Liability Committee (ALCO) oversees market risk management, establishing risk measures, limits, and policy guidelines for managing the amount of interest-rate risk and its effect on net interest income and capital.

Interest-rate risk for First Financial’s Consolidated Balance Sheets consists of repricing, option, and basis risks. Repricing risk results from differences in the maturity, or repricing, of interest-bearing assets and liabilities. Option risk in financial instruments arises from embedded options such as loan prepayments, early withdrawal of Certificates of Deposits, and calls on investments and debt instruments that are primarily driven by third party or client behavior. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in a narrowing of the net interest margin. Basis risk is also present in managed rate liabilities, such as interest-bearing checking accounts and savings accounts, where historical pricing relationships to market rates may change due to the level or directional change in market interest rates, or competitive pressures.

The interest rate risk position is measured and monitored using income simulation models and economic value of equity sensitivity analysis that capture both short-term and long-term interest rate risk exposure. Income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.

Presented below is the estimated impact on First Financial’s net interest income as of March 31, 2008, assuming immediate, parallel shifts in interest rates:

	-200 basis points			-100 basis points			+100 basis points			+200 basis points
March 31, 2008		(10.39	%)		(3.73	%)		2.23	%		4.47	%

Modeling the sensitivity of net interest income to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. Market based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.

Additional interest rate scenarios are modeled utilizing most-likely interest rates over the next twelve months. Based on this scenario, First Financial has a relatively neutral rate risk position of a negative 0.04% when compared to a base-case scenario with interest rates held constant.

First Financial uses economic value of equity sensitivity analysis to understand the impact of long-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest-rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience. Presented below is the change in First Financial’s economic value of equity position as of March 31, 2008, assuming immediate, parallel shifts in interest rates:

	-200 basis points			-100 basis points			+100 basis points			+200 basis points
March 31, 2008		(23.27	%)		(9.03	%)		2.52	%		2.99	%

See also “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations—Net Interest Income.”

29

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.

30

PART II-OTHER INFORMATION

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

(c) The following table shows the total number of shares repurchased in the first quarter of 2008.

Issuer Purchases of Equity Securities

	(a)		(b)		(c)		(d)
					Total Number
					of Shares		Maximum Number
	Total Number		Average		Purchased as		of Shares that may
	of Shares		Price Paid		Part of Publicly		yet be purchased
Period	Purchased (1)		Per Share		Announced Plans (2)		Under the Plans
January 1 through January 31, 2008		3,160	$	10.33		0		4,969,105
February 1 through February 29, 2008		0		0		0		4,969,105
March 1 through March 31, 2008		0		0		0		4,969,105
Total		3,160	$	10.33		0		4,969,105

(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 Thrift Plan, Director Fee Stock Plan, 1999 Stock Option Plan for Non-Employee Directors and 1999 Stock Incentive Plan for Officers and Employees. (The last two plans are referred to hereafter as the Stock Option Plans.) The following tables show the number of shares purchased pursuant to those plans and the average price paid per share. The purchases for the Thrift Plan and the Director Fee Stock Plan were made in open-market transactions. Under the Stock Option Plans, shares were purchased from plan participants at the then current market value in satisfaction of stock option exercise prices.

31

	(a)		(b)
	Total Number		Average
	of Shares		Price Paid
Period	Purchased		Per Share
First Financial Bancorp Thrift Plan
January 1 through
January 31, 2008		0	$	0.00
February 1 through February 29, 2008		0		0.00
March 1 through March 31, 2008		0		0.00
Total		0	$	0.00
Director Fee Stock Plan
January 1 through January 31, 2008		3,160	$	10.33
February 1 through February 29, 2008		0		0.00
March 1 through March 31, 2008		0		0.00
Total		3,160	$	10.33
Stock Option Plans
January 1 through January 31, 2008		0	$	0.00
February 1 through February 29, 2008		0		0.00
March 1 through March 31, 2008		0		0.00
Total		0	$	0.00

(2) First Financial has two publicly announced stock repurchase plans under which it is currently authorized to purchase shares of its common stock. Neither of the plans expired during this quarter. However, as of March 31, 2008, all shares under the 2003 plan have been repurchased. The table that follows provides additional information regarding those plans.

			Total Shares
	Total Shares		Repurchased
Announcement	Approved for		Under		Expiration
Date	Repurchase		the Plan		Date
1/25/2000		7,507,500		2,538,395	None
2/25/2003		2,243,715		2,243,715	Complete

Item 5. Other items

On April 28, 2008, the Compensation Committee approved the Long-Term Incentive Plan Grant Design and the Short-Term Incentive Plan Design. Copies of these designs are included as exhibits to this Form 10-Q. Awards were previously reported on a Form 8-K filed with the SEC on February 28, 2008.

32

Item 6. Exhibits

(a)	Exhibits:
3.1	Articles of Incorporation, as amended as of February 26, 2008, and incorporated herein by reference to Exhibit 3.1 to the Form 10-K for the year ended December 31, 2007. File No. 000-12379.
3.2	Amended and Restated Regulations, as amended as of May 1, 2007, and incorporated herein by reference to Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2007. File No. 000-12376.
4.1	Rights Agreement between First Financial Bancorp. and First National Bank of Southwestern Ohio dated as of November 23, 1993, and incorporated herein by reference to Exhibit 4 to the Form 10-K for year ended December 31, 1998. File No. 000-12379.
4.2	First Amendment to Rights Agreement dated as of May 1, 1998, and incorporated herein by reference to Exhibit 4.1 to the Form 10-Q for the quarter ended March 31, 1998. File No. 000-12379.
4.3	Second Amendment to Rights Agreement dated as of December 5, 2003, and incorporated herein by reference to Exhibit 4.1 to First Financial’s Form 8-K filed on December 5, 2003. File No. 000-12379.
4.4	No instruments defining the rights of holders of long-term debt of First Financial are filed herewith. Pursuant to (b)(4)(iii) of Item 601 of Regulation S-K, First Financial agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
10.1	Agreement between Charles D. Lefferson and First Financial Bancorp. dated August 4, 2000, and incorporated herein by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
10.2	Amendment to Employment Agreement between Charles D. Lefferson and First Financial Bancorp. dated May 23, 2003, and incorporated herein by reference to Exhibit 10.5 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.
10.3	First Financial Bancorp. 1991 Stock Incentive Plan, dated September 24, 1991, and incorporated herein by reference to a Registration Statement on Form S-8, Registration No. 33.46819.
10.4	First Financial Bancorp. Dividend Reinvestment and Share Purchase Plan, dated April 24, 1997, and incorporated by reference to a Registration Statement on Form S-3, Registration No. 333-25745.
10.5	First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees, dated April 27, 1999, and incorporated herein by reference to a Registration Statement on Form S-3, Registration No. 333-86781.
10.6	First Financial Bancorp. 1999 Non-Employee Director Stock Plan, as dated April 27, 1999 and amended and restated as of April 25, 2006, and incorporated herein by reference to Exhibit 10.11 to the Form 10-Q for the quarter ended March 31, 2006. File No. 001-12379.
10.7	First Financial Bancorp. Director Fee Stock Plan amended and restated effective April 20, 2004, and incorporated herein by reference to Exhibit 10.12 to the Form 10-Q for the quarter ended June 30, 2004. File No. 000-12379.

33

10.8	Form of Executive Supplemental Retirement Agreement, incorporated herein by reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
10.9	Form of Endorsement Method Split Dollar Agreement, incorporated herein by reference to Exhibit 10.12 to the Form 10-K for the year ended December 31, 2002. File No. 000-12379.
10.10	First Financial Bancorp. Deferred Compensation Plan, effective June 1, 2003, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2003. File No. 000-12379.
10.11	Form of Stock Option Agreement for Incentive Stock Options, incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.12	Form of Stock Option Agreement for Nonqualified Stock Options, incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.13	Form of First Financial Bancorp. 1999 Stock Incentive Plan for Officers and Employees Agreement for Restricted Stock Award, incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed on January 27, 2005. File No. 000-12379.
10.14	Form of Stock Option Agreement for Incentive Stock Options, incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on April 22, 2005. File No. 000-12379.
10.15	Form of Stock Option Agreement for Non-Qualified Stock Options, incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on April 22, 2005. File No. 000-12379.
10.16	Form of Stock Option Agreement for Restricted Stock Awards, incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed on April 22, 2005. File No. 000-12379.
10.17	Form of Agreement for Restricted Stock Award for Non-Employee Directors dated April 25, 2006, incorporated herein by reference to the Form 10-Q for the quarter ended June 30, 2006. File No. 000-12379.
10.18	Amended and Restated Employment and Non-Competition Agreement between Claude E. Davis and First Financial Bancorp. dated August 22, 2006, and incorporated herein by reference to Exhibit 10.1 to First Financial Bancorp’s Form 8-K filed on August 28, 2006. File No. 000-12379.
10.19	First Financial Bancorp. Amended and Restated Severance Pay Plan as approved April 28, 2008.
10.20	Terms of First Financial Bancorp. Short-Term Incentive Plan, incorporated herein by reference to the Form 8-K filed on May 5, 2007. File No. 000-12379.
10.21	First Financial Bancorp. Amended and Restated Key Manager Severance Plan as approved February 26, 2008.
10.22	Form of Agreement for Restricted Stock Award dated February 14, 2008.
10.23	Long-Term Incentive Plan Grant Design (2008).
10.24	Short-Term Incentive Plan Design (2008).

34

14	First Financial Bancorp. Code of Business Conduct and Ethics as approved January 23, 2007, incorporated herein by reference to Exhibit 14 to the Form 10-K for the year ended December 31, 2006.  File No. 000-12379.
31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Periodic Financial Report by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Periodic Financial Report by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

35

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/ J. Franklin Hall J. Franklin Hall	/s/ Anthony M. Stollings Anthony M. Stollings
Executive Vice President and Chief Financial Officer	Senior Vice President, Chief Accounting Officer, and Controller

Date 5/9/08   Date 5/9/08  

36

EX-10.19

EXHIBIT 10.19

FIRST FINANCIAL BANCORP

AMENDED AND RESTATED SEVERANCE PAY PLAN

Approved & Effective – April 1, 2005

Approved February 1, 2006

Approved January 1, 2007

Approved April 28, 2008

Contents

	Page
Section 1. Eligibility		1
(a) In General		1
(b) Exclusions		1
Section 2. Participation		1
(a) Involuntary Separation Requirement		1
(b) Release Requirements		1
Section 3. Ineligibility for Benefits		1
(a) Resignation or Discharge		1
(b) Changed Decisions		2
(c) Substitute Employment		2
(d) Transition Assistance		2
Section 4. Severance Pay		2
(a) Amount		2
(b) Definitions		3
Section 5. Payment		3
(a) Form of Payment		3
(b) Time of Payment		3
Section 6. Additional Benefits		4
Section 7. Integration with Other Payments		4
Section 8. Reemployment		4
Section 9. Taxes		4
Section 10. Relation to Other Plans		4
Section 11. Amendment or Termination		5
Section 12. Claims Procedures		5
(a) Claims Normally Not Required		5
(b) Disputes		5
(c) Time for Filing Claims		5
(d) Procedures		5

i

	Page
Section 13. Plan Administration		6
(a) Discretion		6
(b) Finality of Determinations		6
(c) Drafting Errors		6
(d) Scope		6
Section 14. Costs and Indemnification		6
Section 15. Limitation on Employee Rights		7
Section 16. Governing Law		7
Section 17. Miscellaneous		7
Appendix Detailed Claim and Arbitration Procedures		8

ii

FIRST FINANCIAL BANCORP
SEVERANCE PAY PLAN

     First Financial Bancorp (“FFBC”) has adopted this Plan to provide separation benefits to employees of FFBC and its affiliates who are involuntarily separated, as part of the consolidation of its non-customer support functions (“Consolidation”). The Plan is administered by FFBC’s Benefits Committee, which is the Plan Administrator. The Plan’s “Plan Year” is the 12-month period ending December 31. The Plan is intended to be a temporary plan and will expire on December 31, 2008.

1. Eligibility

(a)	In General
	You are eligible for this Plan if you are an employee of FFBC or one of its subsidiaries and you are not excluded by subsection (b).
(b)	Exclusions
	You are not eligible for this plan if : (1) you are a “key employee” under Internal Revenue Code 416(l); (2) you are on a leave of absence, except as otherwise required by applicable law; (3) you are a temporary employee; (4) you are working under a collective bargaining agreement (unless the agreement provides that this Plan covers you); or (5) FFBC is not treating you as a common-law employee, as conclusively evidenced by its failure to withhold taxes from your compensation, even if you are, in fact, a common-law employee.

2. Participation

     If you are eligible for the Plan, you will become entitled to Plan benefits if you meet all of the following requirements, except as provided in Section 3.

(a)	Involuntary Separation Requirement
	You must be involuntarily separated from FFBC on a date between January 1, 2008 and December 31, 2008 (“Separation Date”), as part of the Consolidation.
(b)	Release Requirements
	You must sign and file a Severance Agreement and Release as prescribed by the Plan Administrator, and the Severance Agreement and Release must become irrevocable.

3. Ineligibility for Benefits

(a)	Resignation or Discharge
	You will not be eligible for benefits under this Plan if the Plan Administrator determines, in its sole discretion, that, prior to your Separation Date, your

1

	employment terminated by resignation (even if you felt compelled to resign) retirement, death, disability, or by discharge for poor performance, misconduct, or any other reason except involuntary separation as part of the Consolidation. Notwithstanding the foregoing, if you are eligible for benefits under the First Financial Bancorp Employees’ Pension Plan and Trust, you will be eligible for benefits under this Plan if you elect to retire on your Separation Date.
(b)	Changed Decisions
	FFBC has the right to cancel or reschedule your separation before you terminate employment. You will not be eligible for separation benefits under this Plan if your separation is canceled.
(c)	Substitute Employment
	You will not be considered to have been involuntarily separated, and will not be entitled to separation benefits under this Plan, if the Plan Administrator determines, in its sole discretion, that you have been offered substantially equivalent substitute employment whether you accept the position or not. Substitute employment is:

(1)	an offer of substantially equivalent employment by any entity that assumes operations or functions formerly carried out by FFBC (such as the buyer of a facility or any entity to which a FFBC operation or function has been outsourced);
(2)	an offer of substantially equivalent employment by any subsidiary or affiliate of FFBC;
(3)	an offer of substantially equivalent employment by any entity making the job offer at the request of FFBC (such as a joint venture of which FFBC or an affiliate is a member); or
(4)	an offer of substantially equivalent employment by FFBC.

(d) Transition Assistance

You will not be entitled to benefits under this Plan unless you satisfy all transition assistance requests of FFBC to its satisfaction, such as aiding in the location of files, preparing accounting records, returning all FFBC property in your possession, or repaying any amounts you owe FFBC.

4. Severance Pay

(a) Amount

(1) You will receive Severance Pay in an amount, less applicable deductions and withholding, equal to two (2) Weeks of Pay plus one (1) additional

2

	Week of Pay for each full Year of Service as of your Separation Date, with a minimum Severance Pay amount equal to four (4) Weeks of Pay.
(2)	If you have a transition role which FFBC deems important, critical or vital to a smooth transition, FFBC will offer you 4, 8, or up to 24 additional weeks of Severance Pay, respectively, in exchange for signing a Retention Agreement. If you sign a Retention Agreement and comply with its terms, you will receive the number of additional weeks of Severance Pay provided therein.

(b) Definitions

(1)	“Years of Service” means your full years of employment with FFBC and its affiliates in your most recent period of employment measured from your anniversary date. Pro-rated benefits will not be paid for any fractional Year of Service.
(2)	“Week of Pay” means your base weekly rate of pay, excluding overtime, bonuses, commissions, premium pay, shift differentials, employee benefits, expense reimbursements, and similar amounts. However, amounts withheld from your pay for taxes, employee benefits, or other reasons will be disregarded in calculating pay. If you are paid by the hour, your base weekly rate of pay is your regular hourly rate multiplied by your scheduled hours per week. If you are a part-time employee who is not regularly scheduled to work a specific number of hours per week, your “Week of Pay” will be your average base weekly pay, excluding overtime, bonuses, commissions, premium pay, shift differentials, employee benefits, expense reimbursements, and similar amounts, during the previous calendar year.
(3)	Your Years of Service and Weeks of Pay will be determined by the Plan Administrator, in its sole and exclusive judgment, as of the date benefits become payable to you.

5. Payment

(a)	Form of Payment
	You may elect to receive your Severance Pay under this Plan in a lump sum or paid bi-weekly on scheduled pay days (the “Severance Pay Period”),
(b)	Time of Payment
	Payment of your Severance Pay will commence as soon as administratively practical after the date your Severance Agreement and Release becomes irrevocable.

3

6. Additional Benefits

(a) You also may continue your health benefits under the normal COBRA rules.

(i)	If you elect to receive your Severance Pay bi-weekly, FFBC will pay its portion of the premiums for COBRA coverage until the end of the Severance Pay Period, or until you obtain substitute coverage, whichever, first occurs, subject to you contribution through deductions from your b-weekly Severance Payments.
(ii)	If you elect to receive your Severance Pay in a lump sum, FFBC will not contribute to your COBRA premiums, and you will be responsible for paying the full amount.

(b) You will receive outplacement services of FFBC’s selection.

7. Integration With Other Payments

     Benefits under this Plan are not intended to duplicate such benefits as workers’ compensation wage replacement benefits, disability benefits, pay-in-lieu-of-notice, severance pay, or similar benefits under other benefit plans (with the exception of benefits payable under the First Financial Bancorp Employees’ Pension Plan and Trust), severance programs, employment contracts, or applicable laws, such as the WARN Act. Should such other benefits be payable, your benefits under this Plan will be reduced accordingly or, alternatively, benefits previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations. If you have an Employment Contract, you will not receive any benefits under this Plan unless you waive all benefits of any kind or nature owed to you under the Employment Contract. In any case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so.

8. Reemployment

     If you are reemployed by FFBC or a Successor Employer while benefits are still payable under the Plan, all such benefits will cease, except as otherwise specified by the Plan Administrator, in its sole discretion.

9. Taxes

     Taxes will be withheld from benefits under the Plan to the extent required by law.

10. Relation to Other Plans

     Any prior severance or similar plan of FFBC that might apply to you is hereby revoked as to you while you are eligible for Plan benefits. Benefits under this Plan will not be counted as “compensation” for purposes of determining benefits under any other benefit plan, pension plan, or similar arrangement. All such plans or similar arrangements, to the extent inconsistent with this Plan, are hereby so amended. No benefits that would constitute “excess parachute payments” within the meaning of Internal Revenue Code Section 280G, or cause any other amounts to be excess parachute payments, will be paid by this Plan.

4

11. Amendment or Termination

     FFBC, acting through its chief executive officer, has the right, in its nonfiduciary settlor capacity, to amend the Plan or to terminate it at any time, prospectively or retroactively, for any reason, without notice and even if currently payable benefits are reduced or eliminated. The Plan Administrator also has the right to amend the Plan, as elsewhere provided in the Plan. No person has any vested right to benefits under this Plan. FFBC may amend the Plan to provide greater or lesser benefits to particular employees by sending affected employees a letter setting forth the applicable benefit modification.

12. Claims Procedures

(a)	Claims Normally Not Required
	Normally, you do not need to present a formal claim to receive benefits payable under this Plan.
(b)	Disputes
	If any person (Claimant) believes that benefits are being denied improperly, that the Plan is not being operated properly, that fiduciaries of the Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to the Plan, the Claimant must file a formal claim with the Plan Administrator. This requirement applies to all claims that any Claimant has with respect to the Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Plan Administrator determines, in its sole discretion, that it does not have the power to grant all relief reasonably being sought by the Claimant.
(c)	Time for Filing Claims
	A formal claim must be filed within 90 days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Plan Administrator in writing consents otherwise. The Plan Administrator shall provide a Claimant, on request, with a copy of the claims procedures established under subsection (d).
(d)	Procedures
	The Plan Administrator has adopted the procedures for considering claims which are contained in the Appendix and which it may amend from time to time as it sees fit. These procedures provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Plan Administrator or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

5

13. Plan Administration

(a)	Discretion
	The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits. The Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.
(b)	Finality of Determinations
	All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter.
(c)	Drafting Errors
	If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole discretion of the Plan Administrator. The Plan Administrator shall amend the Plan retroactively to cure any such ambiguity.
(d)	Scope
	This Section may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries.

14. Costs and Indemnification

     All costs of administering the Plan and providing Plan benefits will be paid by FFBC, with one exception: Any expenses (other than arbitrator fees) incurred in resolving disputes with multiple Claimants concerning their entitlement to the same benefit may be charged against the benefit, which will be reduced accordingly. To the extent permitted by applicable law and in addition to any other indemnities or insurance provided by FFBC, FFBC shall indemnify and

6

hold harmless its (and its affiliates’) current and former officers, directors, and employees against all expenses, liabilities, and claims (including legal fees incurred to defend against such liabilities and claims) arising out of their discharge in good faith of their administrative and fiduciary responsibilities with respect to the Plan. Expenses and liabilities arising out of willful misconduct will not be covered under this indemnity.

15. Limitation on Employee Rights

     This Plan shall not give any employee the right to be retained in the service of FFBC or interfere with or restrict the right of FFBC to discharge or retire the employee.

16. Governing Law

     This Plan is a welfare plan subject to the Employee Retirement Income Security Act of 1974 and it shall be interpreted, administered, and enforced in accordance with that law. This Plan is intended to comply with Section 409A of the Code and shall be considered and interpreted in accordance with such intent. To the extent that the Severance Benefits are subject to Section 409A of the Code, they shall be provided in a manner that will comply with Section 409A of the Code, including applicable regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Any provision of this Plan that would cause the payment of the Severance Benefits to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by the Guidance. To the extent that state law is applicable, the statutes and common law of the State of Ohio (excluding its choice of laws statutes or common law) shall apply.

17. Miscellaneous

     Where the context so indicates, the singular will include the plural and vice versa. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. Unless the context clearly indicates to the contrary, a reference to a statute or document shall be construed as referring to any subsequently enacted, adopted, or executed counterpart.

7

APPENDIX

Detailed Claim and Arbitration Procedures

1. Claims Procedure

(a) Initial Claims

     All claims shall be presented to the Plan Administrator in writing. Within 90 days after receiving a claim, a claims official appointed by the Plan Administrator shall consider the, claim and issue his or her determination thereon in writing. The claims official may extend the determination period for up to an additional 90 days by giving the Claimant written notice. The initial claim determination period can be extended further with the consent of the Claimant. Any claims that the Claimant does not pursue in good faith through the initial claims stage shall be treated as having been irrevocably waived.

(b) Claims Decisions

     If the claim is granted, the benefits or relief the Claimant seeks shall be provided. If the claim is wholly or partially denied, the claims official shall, within 90 days (or a longer period, as described above), provide the Claimant with written notice of the denial, setting forth, in a manner calculated to be understood by the Claimant: (1) the specific reason or reasons for the denial; (2) specific references to the provisions on which the denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect the claim, together with an explanation of why the material or information is necessary; and (4) an explanation of the procedures for appealing denied claims. If the Claimant can establish that the claims official has failed to respond to the claim in a timely manner, the Claimant may treat the claim as having been denied by the claims official.

(c) Appeals of Denied Claims

     Each Claimant shall have the opportunity to appeal the claims official’s denial of a claim in writing to an appeals official appointed by the Plan Administrator (which may be a person, committee, or other entity). A Claimant must appeal a denied claim within 60 days after receipt of written notice of denial of the claim, or within 60 days after it was due if the Claimant did not receive it by its due date. The Claimant (or his or her duly authorized representative) may review pertinent documents in connection with the appeals proceeding and may present issues and comments in writing. The Claimant only may present evidence and theories during the appeal that the Claimant presented during the initial claims stage, except for information the claims official may have requested the Claimant to provide to perfect the claim. Any claims that the Claimant does not pursue in good faith through the appeals stage, such as by failing to file a timely appeal request, shall be treated as having been irrevocably waived.

(d) Appeals Decisions

     The decision by the appeals official shall be made not later than 60 days after the written appeal is received by the Plan Administrator, unless special circumstances require an extension of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after the appeal was filed, unless the Claimant agrees to a further extension of time. The

8

appeal decision shall be in writing, shall be set forth in a manner calculated to be understood by the Claimant, and shall include specific reasons for the decision, as well as specific references to the provisions on which the decision is based, if applicable. If a Claimant does not receive the appeal decision by the date it is due, the Claimant may deem his or her appeal to have been denied.

(e) Procedures

     The Plan Administrator shall adopt procedures by which initial claims shall be considered and appeals shall be resolved; different procedures may be established for different claims. All procedures shall be designed to afford a Claimant full and fair consideration of his or her claim.

(f) Arbitration of Rejected Appeals

     If a Claimant has pursued his or her claim through the appeal stage of these claims procedures, the Claimant may contest the actual or deemed denial of that claim through arbitration, as described below. In no event shall any denied claim be subject to resolution by any means (such as in a court of law) other than arbitration in accordance with the following provisions.

2. Arbitration Procedure

(a) Request for Arbitration

     A Claimant must submit a request for arbitration to the Plan Administrator within 60 days after receipt of the written denial of his or her appeal (or within 60 days after he or she should have received the determination). The Claimant or the Plan Administrator may bring an action in any court of appropriate jurisdiction to compel arbitration in accordance with these procedures.

(b) Applicable Arbitration Rules

     The arbitration shall be held under the auspices of the American Arbitration Association (AAA) in accordance with the AAA’s then-current Employment Dispute Resolution Rules and the Due Process Protocol for Mediation and Arbitration of Statutory Disputes Arising Out of the Employment Relationship.

(c) Location

     The arbitration will take place in Hamilton, Ohio, or in such other location as may be acceptable to both the Claimant or the Plan Administrator.

9

EX-10.21

EXHIBIT 10.21

FIRST FINANCIAL BANCORP.
AMENDED AND RESTATED KEY MANAGEMENT SEVERANCE PLAN

I. Preamble and Statement of Purpose .

     The purpose of this Plan is to assure First Financial Bancorp. (“First Financial”) and its subsidiaries (First Financial, together with its subsidiaries, the “Corporation”) of the continued dedication, loyalty, and service of, and the availability of objective advice and counsel from, key employees of the Corporation notwithstanding the possibility, threat or occurrence of a bid or other action to take over control of the Corporation.

     In the event First Financial receives any proposals from a third party concerning a possible business combination with First Financial, or acquisition of First Financial’s equity securities or a substantial portion of its assets, the Board of Directors of First Financial (the “Board”) believes that it would be imperative that the Board, the Corporation and its senior management be able to rely on the Corporation’s key employees to continue in their positions and be available for advice, if requested, without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal, or be influenced to consider other employment opportunities or prospects because of such uncertainties or risks.

     Should First Financial receive any such proposals, in addition to their regular duties, such key employees, in light of their experience and knowledge gained within that portion of the business in which they are principally engaged, may be called upon to assist in the assessment of proposals, advise senior management and the Board as to whether such proposals would be in the best interest of First Financial and its shareholders, and take such other actions as the Board might determine to be appropriate.

     This Plan amends and supersedes the First Financial Bancorp Key Management Severance Plan that was first effective on March 23, 2006.

II. Eligible Executives .

     Eligible employees are those key employees of the Corporation who are from time to time designated by the Chief Executive Officer of First Financial (the “CEO”) as eligible to participate in this Plan. The CEO shall provide the Compensation Committee of the Board (the “Compensation Committee”) a list of those individuals designated as eligible as updated from time-to-time.

     Each eligible employee shall become a Participant in the Plan upon his or her execution of a letter agreement in the form, or substantially in the form, of Exhibit A, attached to and incorporated in this Plan (the “Letter Agreement”). The executed Letter Agreement shall constitute the Participant’s agreement to the terms and conditions of participation in this Plan and shall set forth the amount of the Lump Sum Cash Payment under Section 3.2.2, the length of the Coverage Period for welfare benefit continuation

under Section 3.2.3, and such other terms and conditions as the Compensation Committee may determine applicable to the Participant.

     A Participant who is no longer employed by the Corporation shall cease to be a Participant in the Plan, unless the Participant’s employment ceases (i) within twelve (12) months after the Effective Date (as defined in Section 3.1.3) or (ii) during any period of time when the Board has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control (as defined in Section 3.1.2) until, in the opinion of the Board, the third party has abandoned or terminated its efforts to effect a Change of Control. Any decision by the Board that, in its opinion, a third party has or has not taken steps reasonably calculated to effect a Change of Control, or that, in its opinion, the third person has abandoned or terminated its efforts to effect a Change of Control, shall be conclusive and binding on the Participants.

III. Plan Provisions .

     3.1 Definitions. The following terms, as used in this Plan with capitalized first letters, shall have the meanings as provided in this Section 3.1:

     3.1.1. “Cause”. “Cause” means (i) the Participant’s willful and continued failure substantially to perform the duties of his or her position (other than as a result of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), or as a result of termination by the Participant for Good Reason) after written notice to the Participant by the CEO or his/her designate specifying such failure, provided that such “Cause” shall have been found by the CEO in consultation with legal counsel after at least ten (10) days’ written notice to the Participant specifying the failure on the part of the Participant and after an opportunity for the Participant to be heard at a meeting with the CEO or his/her designate; (ii) any willful act or omission by the Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by the Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation; or (iii) the Participant’s indictment of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Corporation conducts business. For purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by the Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the best interests of the Corporation.

     3.1.2. “Change of Control”. “Change of Control” means the earliest to occur of any of the following events, construed in accordance with Code section 409A:

     (i) Any one person or more than one person acting as a group acquires, or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of more than fifty percent (50%) of the total voting power of First Financial’s then outstanding voting securities;

     (ii) A majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed or

2

approved by a majority of the members of the Board who were members of the Board prior to the initiation of the replacement; or

     (iii) Any one person or more than one person acting as a group acquires, or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, assets of First Financial that have a total gross fair market value of fifty percent (50%) or more of the total gross fair market value of all of the assets of First Financial immediately prior to the initiation of the acquisition.

     3.1.3. “Effective Date”. “Effective Date” means the date on which a Change of Control occurs. In the event of a Change of Control occurring within twelve (12) months after a prior Change of Control, “Effective Date” shall mean, for a Participant whose employment terminates prior to the subsequent Change of Control, the date on which the prior Change of Control occurs, and for all other Participants, the date on which the subsequent Change of Control occurs. Notwithstanding anything in this Plan to the contrary, if a Participant’s employment with the Corporation had terminated prior to the date on which the Change of Control occurred, and if it is reasonably demonstrated by the Participant to the Board that such termination of employment either was at the request of a third party who had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then, for all purposes of this Plan, “Effective Date” shall mean, with respect to such Participant only, the date immediately prior to the date of such termination of employment.

     3.1.4. “Good Reason”. “Good Reason” means, without the Participant’s consent, (i) removal from, or failure to be reappointed or reelected to, the Participant’s principal positions immediately prior to the Change of Control (other than as a result of a promotion); (ii) a material diminution in the Participant’s title, position, duties or responsibilities, or the assignment to the Participant of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with the Participant’s position immediately prior to the Change of Control; (iii) a material reduction in the Participant’s base compensation, as in effect immediately preceding the Effective Date, or target bonus opportunity; (iv) relocation of the Participant’s principal workplace to a location which is more than fifty (50) miles from the Participant’s principal workplace on the Effective Date; or (v) any material failure by First Financial to comply with and satisfy the requirements of Section 3.5.6, provided that the successor shall have received at least ten (10) days’ prior written notice from First Financial or the Participant of the requirements of Section 3.5.6, and shall have failed to remedy such material failure within thirty (30) days after receipt of such notice. For purposes of clauses (i), (ii) or (iii) of the preceding sentence, an isolated and inadvertent action not taken in bad faith and which is remedied by First Financial promptly after receipt of notice thereof given by the Participant shall be excluded. For purposes of clause (ii), no material diminution of title, position, duties or responsibilities shall be deemed to occur solely because First Financial becomes a subsidiary of another corporation or change in the reporting hierarchy incident thereto. For the purposes of clauses (i), (ii), (iii), and (iv), Good Reason shall not exist unless the Participant notifies the Corporation of the existence of the condition specified under the applicable clause no later than ninety (90) days after the initial existence of any such condition, and the Corporation fails to

3

remedy such condition within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, Good Reason shall not exist unless the termination of employment from the Corporation occurs no later than one year following the initial existence of any of the conditions provided under this Section 3.1.4.

3.2 Benefits.

     3.2.1. Triggering Event. In the event the Participant’s employment with the Corporation is terminated without Cause by the Corporation, or for Good Reason by the Participant, on or within twelve (12) months after the Effective Date, First Financial shall (in addition to any compensation or benefits to which the Participant may otherwise be entitled under any other agreement, plan or arrangement with the Corporation, other than amounts excluded by Section 3.5.2) make the payments and provide the benefits to the Participant as specified under Sections 3.2.2 through 3.2.6, subject to Section 3.4 and 3.5.2. Solely for purposes of this Section 3.2.1, a Participant’s employment with the Corporation will be deemed to have terminated on the earlier of the date the Participant’s employment with the Corporation ceases or the date that written notice of any such termination is received by the Participant or by the Corporation, as the case may be, even though the parties may agree in connection therewith that the Participant’s employment with the Corporation will continue for a specified period thereafter. The failure by the Participant or the Corporation to set forth in any such notice sufficient facts or circumstances showing Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Corporation or preclude either party from asserting such facts or circumstances in the enforcement of any such right.

     3.2.2. Lump Sum Cash Payment. On or within 30 days after the Participant’s termination of employment from the Corporation, First Financial shall pay to the Participant as compensation for services rendered to the Corporation a Lump Sum Cash Payment (subject to any applicable payroll or other taxes required to be withheld) equal to the sum of (a) six (6) to twelve (12) months (such period to be determined by the CEO) of the Participant’s then current annual base salary; and (b) accrued but unused vacation allotment for the current year, such amount determined in accordance with the Letter Agreement.

     3.2.3. COBRA Coverage. The Participant may elect to continue the Participant’s (and, where applicable, the Participant’s dependents’) health benefits pursuant to COBRA. If the Participant elects to do so, the Corporation will pay the portion of the COBRA premiums which it paid for the Participant’s insurance premiums which it did while Participant was an employee of the Corporation for up to twelve (12) months, and the Participant’s portion will be deducted from the Lump Sum Cash Benefit.

     3.2.4. Accelerated Vesting of Stock Awards. If Participant’s employment is terminated within twelve (12) months of the Effective Date of a Change of Control as defined in Section 3.1.2, any unvested stock options and restricted stock will vest subject to the terms of the applicable stock benefit plan. The preceding sentence shall not apply with respect to any stock award if: (i) in connection with the Change of Control, another

4

entity (a) shall have assumed or will assume the obligations of First Financial with respect to such stock award, or (b) shall have issued or will issue one or more stock awards of equivalent economic value with equivalent vesting conditions to replace such stock award; and (ii) the assumed or replacement option as set forth in clause (i), pursuant to its terms, shall vest as of the date the Participant’s employment with the Corporation is terminated without Cause by the Corporation, or for Good Reason by the Participant, on or within eighteen (18) months after the Effective Date. The Board shall have sole discretion in the determination of whether a replacement option is of equivalent economic value to the replaced option.

     3.2.5. Outplacement Assistance. Participant shall be entitled to outplacement assistance with an agency selected by First Financial with the fee paid by First Financial in an amount not to exceed two (2) to five (5) percent of the Participant’s annual base salary as determined by the CEO, such amount determined in accordance with the Letter Agreement.

     3.2.6. Target Bonus Payment. Participant shall be entitled to his/her target bonus (“Target Bonus”) as defined in the Short Term Bonus Plan for the year of the Effective Date. The Target Bonus will be paid on the date when annual bonuses for other key management employees are normally paid. In no event shall the Target Bonus be paid later than March 15 in the year following the Effective Date.

3.3 Adjustment of Lump Sum Cash Payment.

     3.3.1. Adjustment. Notwithstanding anything in this Plan or any Letter Agreement to the contrary, in the event the Law or Accounting Firm (as defined in Section 3.3.2) shall determine that the Lump Sum Cash Payment and any other payment or distribution in the nature of compensation by the Corporation to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise (the Lump Sum Cash Payment, together with such other payments and distributions, the “Payments”), would cause any portion of such Payments to be subject to the excise tax imposed by Section 4999 (or any successor provision) of the Code (the “Parachute Payments”), the Participant’s Lump Sum Cash Payment shall be reduced to the extent necessary (but not below zero) so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, provided that no such reduction shall be made if the Participant’s Payments, after the reduction and after the application of Federal income tax at the highest rate applicable to individual taxpayers, would not be greater than the present value (determined in accordance with Section 280G of the Code) of the Payments before the reduction but after the application of (i) excise tax under Section 4999 of the Code and (ii) Federal income tax at the highest rate applicable to individual taxpayers.

     3.3.2. Determination. All determinations required to be made under this Section 3.3, including the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized law or accounting firm (the “Law or Accounting Firm”), which shall provide detailed supporting calculations both to First Financial and

5

the Participant (i) within fifteen (15) business days after the receipt of a notice from the Participant that he or she may have a Parachute Payment, or (ii) at such earlier time as may be requested by First Financial. The Law or Accounting Firm may employ and rely upon the opinions of actuarial or accounting professionals to the extent it deems necessary or advisable. All fees and expenses of the Law or Accounting Firm shall be borne solely by First Financial. Any determination by the Law or Accounting Firm shall be binding upon First Financial and the Participant.

3.4 Terms and Conditions of Participation

     3.4.1. Conditions of Participation. As a condition to being covered by the Plan, each Participant, by executing the Letter Agreement, shall acknowledge and agree that (i) except as may otherwise be expressly provided under any other executed agreement between the Participant and the Corporation, nothing contained in this Plan (including, but not limited to, using the term “Cause” to determine benefits under this Plan) is intended to change the fact that the employment of the Participant by the Corporation is “at will” and, prior to the Effective Date, may be terminated by either the Participant or the Corporation at any time, (ii) the Participant shall be bound by, and comply with, the requirements of Sections 3.5.3 and 3.5.4, and (iii) the Participant consents to the modifications to the options as provided in Section 3.2.4. Moreover, except as provided in Section 3.1.3, if prior to the Effective Date, the Participant’s employment with the Corporation terminates, then the Participant shall have no further rights under this Plan.

     3.4.2. Non-Duplication. As a condition to being covered by this Plan, and notwithstanding any other prior agreement to the contrary, each Participant, by executing the Letter Agreement, shall agree that the payments under this Plan shall be in lieu of any severance or similar payments that otherwise might be payable under any plan, program, policy or agreement.

     3.4.3. Amendment and Termination. The Plan may not be amended or terminated after the Effective Date. Prior to the Effective Date, the Compensation Committee of the Board (the “Compensation Committee”) may, in its sole discretion, modify or amend this Plan in any respect, or terminate the Plan (including with respect to individuals then participating in the Plan), provided such action is taken and becomes effective at least one (1) year prior to the Effective Date and such action is communicated to the Participants prior to the Effective Date. First Financial may amend the Plan to provide greater or lesser benefits to particular employees by sending the affected employees a letter setting forth the applicable benefit modification. Notwithstanding the foregoing provisions of this Section 3.4.3, the Plan may be amended by the Compensation Committee at any time, retroactively if required, if found necessary, in the opinion of the Compensation Committee, in order to conform the Plan to the provisions of section 409A of the Code and the Treasury Regulations or other authoritative guidance issued thereunder and to conform the Plan to the provisions and other requirements of any applicable law. No such amendment shall be considered prejudicial to any interest of a Participant under the Plan or require the Participant’s written consent. The Corporation

6

shall promptly notify affected Participants of any such amendment adopted by the Compensation Committee.

3.5 General

     3.5.1. Indemnification. If litigation or arbitration shall be brought to enforce or interpret any provision of this Plan which relates to First Financial’s obligation to make payments hereunder, then First Financial, to the extent permitted by applicable law and First Financial’s Articles of Incorporation, shall indemnify the Participant for his or her reasonable attorneys’ fees and disbursements incurred in such proceedings, and shall pay pre-judgment interest on any money judgment obtained by the Participant calculated at the prime rate of interest published from time to time by The Wall Street Journal , northeast edition (“Prime Rate”) from the date that payment(s) to him or her should have been made under this Plan.

     3.5.2. Payment Obligations; Overdue Payments . The Corporation’s obligations to make the payments and provide the benefits to the Participant under this Plan shall be absolute and unconditional and shall not be affected in any way by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense or other right which First Financial may have against the Participant or anyone else, provided, however, that as a condition to payment of amounts under this Plan, the Participant shall execute by no later than the scheduled payment date a general release and waiver (the “Waiver”), in form and substance reasonably satisfactory to First Financial, of all claims relating to the Participant’s employment by the Corporation and the termination of such employment, including, but not limited to, discrimination claims, employment-related tort claims, contract claims and claims under this Plan (other than claims with respect to benefits under the Corporation’s tax-qualified retirement plans, continuation of coverage or benefits solely as required by Part 6 of Title I of the Employee Retirement Income Security Act of 1974, or any obligation of First Financial to provide future performance under Section 3.2.3). All amounts payable by First Financial hereunder shall be paid without notice or demand, except as may be required with respect to the Waiver. Each and every payment made hereunder by First Financial shall be final. The Corporation shall not seek to recover all or any part of such payment from the Participant or from whosoever may be entitled thereto, for any reason whatsoever. The Participant shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of First Financial’s obligations to pay the Lump Sum Cash Payment. The Participant shall be entitled to receive interest at the Prime Rate on any payments under this Plan that are overdue, provided, however, that no payments shall be deemed to be overdue until the Participant executes the Waiver and any rescission period with respect to such Waiver has expired or to the extent that payments are delayed pursuant to the requirements of Section 409A of the Code.

     3.5.3. Confidential Information. The Participant shall at all times hold in a fiduciary capacity for the benefit of the Corporation all secret, confidential or proprietary information, knowledge or data relating to the Corporation, and its respective businesses,

7

which shall have been obtained by the Participant during the Participant’s employment by the Corporation and which shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Plan) including, but not limited to, the following: (i) performance characteristics of the Corporation’s products; (ii) marketing plans, business plans, strategies, forecasts, budgets, projections and costs; (iii) personnel information; (iv) customer, vendor and supplier lists; (v) customer, vendor and supplier needs, transaction histories, contacts, volumes, characteristics, agreements and prices; (vi) promotions, operations, sales, marketing, and research and development; (vii) business operations, internal structures, and financial affairs; (viii) systems and procedures; (ix) pricing structure of the Corporation’s services and products; (x) proposed services and products; (xi) contracts with other parties; and (xii) any other information that the Corporation is obligated by law, rule or regulation to maintain as confidential (the “Confidential Information”). During the Participant’s employment with the Corporation and after termination of such employment at any time or for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant shall not, without the prior written consent of the Corporation or as may otherwise be required by law or legal process, communicate or divulge any Confidential Information to any person other than the Corporation, its employees and those designated by it or use any Confidential Information except for the benefit of the Corporation. Immediately upon termination of the Participant’s employment with the Corporation at any time or for any reason, the Participant shall return to the Corporation all Confidential Information, including, but not limited to, any and all copies, reproductions, notes or extracts of Confidential Information. “Confidential Information” shall not include (v) Confidential Information which at the time of disclosure is already in the public domain; (w) Confidential Information which the Participant can demonstrate by written evidence was in his possession or known to him prior to his employment with the Corporation which is not subject to an obligation of confidentiality to the Corporation; (x) Confidential Information which subsequently becomes part of the public domain through no fault of the Participant; (y) Confidential Information which becomes known to the Participant through a third party who is under no obligation of confidentiality to the Corporation; and (z) Confidential Information which is required to be disclosed by law or by judicial administrative proceedings. Upon service to the Participant, or anyone acting on the Participant’s behalf, of any subpoena, court order, or other legal process requiring the Participant to disclose information that would be Confidential Information but for the preceding sentence, the Participant shall immediately provide written notice to the Corporation of such service and of the content of any testimony or information to be disclosed.

     3.5.4. Solicitation of Employees and Customers. (a) During the Participant’s employment with the Corporation and for a period of six (6) to twelve (12) months after termination of such employment at any time and for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant shall not solicit, participate in or promote the solicitation of any person who was employed by the Corporation at the time of the Participant’s termination of employment with the Corporation to leave the employ of the Corporation,

8

or, on behalf of himself or any other person, hire, employ or engage any such person. The Participant further agrees that, during such time, if an employee of the Corporation contacts the Participant about prospective employment, the Participant will inform such employee that he or she cannot discuss the matter further without informing the Corporation.

     (b) During the Participant’s employment with the Corporation, and for a period of six (6) to twelve 12) months after termination of such employment and at any time and for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant will not, directly or indirectly, on behalf of himself or herself or on behalf of any other individual, association or entity, as an agent or otherwise:

(i)	contact any of the customers of Corporation for whom the Participant directly performed any services or had any direct business contact for the purpose of soliciting business or inducing such customer to acquire any product or service that currently is provided or under development by the Corporation; or
(ii)	contact any of the customers or prospective customers of the Corporation whose identity or other customer specific information the Participant discovered or gained access to as a result of his/her access to the Confidential Information for the purpose of soliciting or inducing any of such customers or prospective customers to acquire any product or service that currently is provided or under development by the Corporation; or
(iii)	utilize the Confidential Information to solicit, influence, or encourage any customers or prospective customers of the Corporation to divert or direct their business to me or any other person, association or entity by or with whom the Participant is employed, associated, engaged as agent or otherwise affiliated.

     (c) The six (6) to twelve (12) month period described in Sections 3.5.4(a) and (b) above shall correlate with the number of months set forth pursuant to Section 3.2.2(a).

     3.5.5. Application of Restrictions Respecting Confidential Information and Solicitation of Employees. The requirements and obligations of the Participant under Sections 3.5.3 and 3.5.4 shall be in addition to, and not a limitation under, any other requirements and obligations of the Participant, at law or otherwise. The term “person” for purposes of Sections 3.5.3 and 3.5.4 shall include any individual or entity, including any corporation, trust or partnership.

     3.5.6. Successors. All right under this Plan are personal to the Participant and without the prior written consent of First Financial shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Plan shall inure to the benefit of and be enforceable by the Participant’s legal representative. This Plan shall inure to the benefit of and be binding upon First Financial and its successors

9

and assigns. First Financial will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of First Financial to assume expressly and agree to perform this Plan in the same manner and to the same extent that First Financial would be required to perform it.

     3.5.7. Controlling Law; Jurisdiction. This Plan shall in all respects be governed by, and construed in accordance with, the laws of the State of Ohio (without regard to the principles of conflicts of laws). The Corporation and the Participants irrevocably consent and submit to the jurisdiction of the Common Please Court for the county in the State of Oho in which the Corporation’s principal place of business is located, or in any Federal court sitting in the State of Ohio, for the purposes of any controversy, claim, dispute or action arising out of or related to this Plan, and hereby waive any defense of an inconvenient forum and any right of jurisdiction on account of the parties’ place of residence or domicile.

     3.5.8. Severability. Any provision in this Plan which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     3.5.9. 409A Compliance.

     (i) This Plan is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder.

     (ii) The Corporation and Participant agree that they will execute any and all amendments to this Plan as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

     (iii) The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any particular tax effect to Participant under this Plan. The Corporation shall not be liable to Participant for any payment made under this Plan, at the direction or with the consent of Participant, which is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Plan as an amount includible in gross income under Section 409A of the Code.

     (iv) For purposes of Section 409A of the Code, the right to a series of installment payments under this Plan shall be treated as a right to a series of separate payments.

     (v) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Participant, as specified under this Plan, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the

10

year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

     (vi) For purposes of Section 409A of the Code, the date as of which the Corporation and the Participant reasonably anticipate that no further services would be performed by the Participant shall be construed as the date that the Participant first incurs a “separation from service” as defined under Section 409A of the Code.

     (vii) If a payment obligation under this Plan arises on account of Participant’s termination of employment while he is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue at the Prime Rate of interest and shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of Participant’s estate following his death.

Date: February 26, 2008

11

EX-10.22

EXHIBIT 10.22

FORM OF AGREEMENT FOR RESTRICTED STOCK AWARD

This Agreement for Restricted Stock Award (the “Agreement”) is between FIRST FINANCIAL BANCORP., an Ohio Corporation (the “Corporation”), and       who, as of      , 2008, which is the date of this Agreement, is an employee of       (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            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	25%
B	2nd anniversary date	25%
C	3rd anniversary date	25%
D	4th anniversary date	25%

Schedule 3(b)

	Restricted stock grant awards made in 2008 will only vest if a minimum level of performance is achieved during each vesting period. The basis of the minimum level of performance will be the achievement of a return on equity (ROE) by First Financial Bancorp (FFBC) greater than or equal to the ROE of the 25th percentile of a national peer group for the vesting period.
	The restricted stock awards will follow a four-year vesting schedule. The approach to applying the performance trigger will be as follows.
•	For the year a stock award vests the first measurement will be the ROE for that year. If FFBC’s ROE is greater than or equal to the ROE of the 25th percentile of a national peer group then the grant will vest. If FFBC’s ROE is less than the peer number referenced above, then the award will not vest but will roll to the following year for possible vesting.
•	In subsequent years an award that did not previously vest may vest if the average ROE for the grant period is greater than or equal to the average ROE of the 25th percentile of a national peer group for the grant period. As an example, if year 2 of a grant does not vest, but in year 3 the average ROE for the three years of the grant is greater than or equal to the average ROE of the 25th percentile of a national peer group for the grant period, then the award that was rolled over from year 2 vests.
•	In the final year of vesting for a stock award (year 4) the award that vests in that year would vest if one of two criteria are met. The first is if the ROE for that year is greater than or equal to the ROE of the 25th percentile of a national peer group for that year and the second is if the average ROE for the four years of the grant is greater than or equal to the average ROE of the 25th percentile of a national peer group for the grant period. The national peer group is the group of publicly traded, bank holding companies between $3 billion and $10 billion in total assets for the reporting period as set forth in the 2008 Long Term Incentive Plan Grant Design.
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.

2

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.
(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 the 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

3

	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:

(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

4

	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.
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 and year first above written.

FIRST FINANCIAL BANCORP.
By:	/s/ Claude E. Davis
	Claude E. Davis
Title:	President & CEO
	Signature of Employee

5

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

6

EX-10.23

EXHIBIT 10.23

First Financial Bancorp

Long-Term Incentive Plan Grant Design
2008

Purpose: To give First Financial Bancorp (FFBC) a competitive advantage in attracting, retaining and motivating officers and associates and to align senior managers’ and shareholders interests through grants of stock incentives linked to the profitability of the Corporation and increases in shareholder value.

Participants: Senior managers of First Financial Bancorp; actual participation will be determined annually, recommended by the CEO and approved by the Compensation Committee.

Target Award Opportunities: Target award opportunities will be based on median competitive award levels, expressed as a percentage of that year’s base salary for all participants.

Long-Term Incentive Plan Vehicle: Awards will be made 50% in shares of restricted stock and 50% in stock options. Vesting for both the restricted shares and stock options will be 25% per year beginning one (1) year after grant. Stock options will be granted with an exercise price equal to the fair market value of the stock on the date of grant and a 10-year term. Dividends on the restricted shares will be paid currently, consistent with recent practice.

Restricted Stock Performance Trigger: Restricted stock grant awards will only vest if a minimum level of performance is achieved during each vesting period. The basis of the minimum level of performance beginning in 2008 will be the achievement of a return on equity (ROE) by First Financial Bancorp (FFBC) greater than or equal to the ROE of the 25^th percentile of a national peer group for the vesting period. The national peer group is the group of publicly traded, bank holding companies between $3 billion and $10 billion in total assets for the reporting period.

The restricted stock awards will follow a four-year vesting schedule. The approach to applying the performance trigger will be as follows.

• For the year a stock award vests the first measurement will be the ROE for that year. If FFBC’s ROE is greater than or equal to the ROE of the 25^th percentile of a national peer group then the grant will vest. If FFBC’s ROE is less than the peer number referenced above, then the award will not vest but will roll to the following year for possible vesting.

• In subsequent years an award that did not previously vest may vest if the average ROE for the grant period is greater than or equal to the average ROE of the 25^th percentile of a national peer group for the grant period. As an example, if year 2 of a grant does not vest, but in year 3 the average ROE for the three years of the grant is greater than or equal to the average ROE of the 25^th percentile of a national peer group for the grant period, then the award that was rolled over from year 2 vests.

• In the final year of vesting for a stock award (year 4) the award that vests in that year would vest if one of two criteria are met. The first is if the ROE for that year

1

is greater than or equal to the ROE of the 25^th percentile of a national peer group for that year and the second is if the average ROE for the four years of the grant is greater than or equal to the average ROE of the 25^th percentile of a national peer group for the grant period.

Frequency of Grants: Grants will be made annually, generally in the first four months of the fiscal year.

2

Attachment
Long Term Incentive Compensation Plan
Eligibility Guidelines

The following guidelines will be utilized as we annually review staff eligibility and management recommendations for stock options and restricted stock awards:

1.	Generally speaking the positions of Vice President and above will be considered for annual participation in the LTI Plan. In specific functional areas of the company where there is more than one Vice President, the eligible Vice President will be the lead or senior position in that area/department.
2.	Key sales positions in the company will be eligible for annual participation in the LTI Plan.
3.	Positions identified by management, with supportable business rationale, as key positions for staff retention and/or special recognition (for extraordinary performance) will be eligible for annual participation in the LTI Plan.
4.	Specific positions may be identified, by exception, for annual participation in the LTI Plan.
5.	The Compensation Committee of the Board of Directors will annually allocate a specific number of discretionary stock options and restricted stock awards to be used with the approval of the President and Chief Executive Officer and Senior Human Resources Officer for recruiting purposes. If grants are issued, they will be disclosed and ratified by the Compensation Committee.
6.	Staff Positions Eligible for Long-Term Incentive Grants:

Executive Staff
Sr. Staff Positions
Business Line Presidents
Market Presidents
Regional Market Managers
Sales Managers
Support Staff Managers
Key Sales Staff
Special Recommendations for Options/Restricted Awards

3

EX-10.24

EXHIBIT 10.24

First Financial Bancorp

Short-Term Incentive Plan Design
2008

Purpose: To attract, retain and motivate skilled associates and allow all associates to share in the success of First Financial Bancorp (FFBC) through cash incentive awards paid for performance, which increases the value of FFBC and drives shareholder returns.

Participants: All associates of First Financial Bancorp.

Target Award Opportunities: Target award opportunities will be based on median competitive award levels, expressed as a percentage of actual base salary paid for the performance year for all participants (minimum of 3%).

Performance Measures: First Financial Bancorp ROE (see attached performance/payout grid) with target performance levels based on peer performance at median (as determined by the publicly traded bank holding company data for banks in a comparable asset size, e.g., Peer Group). All participants would have the same performance measures.

Performance Period: Calendar/fiscal year, beginning on January 1, 2008.

Pay/Performance Relationship: Minimum payout is 0% of the Target Award Opportunity for performance falling below 25^th percentile of the peer company performance. Straight-line interpolation will be used to determine awards between minimum or threshold performance and Target performance. Maximum award payouts are 2X the Target Award Opportunity and will be paid for performance at or above the top quartile (75^th percentile) of the Peer Group. Straight-line interpolation will also be used between the Target and Maximum payout levels.

Payouts: Short-term incentive payouts will be made in cash to Participants as soon as practicable following the close of each fiscal/performance year, but in no event later than March 15 following the close of each fiscal year; however, no payment will be made until results are audited and approved by the FFBC Compensation Committee.

Administration: The Plan will be approved by the FFBC Compensation Committee and administered by FFBC’s CEO and Senior Human Resources Officer. The Plan may be amended or discontinued at any time at the election of the FFBC Compensation Committee, provided that no amendment will reduce the rights of Participants during the current performance year.

2008 Short-Term Bonus Plan

• Payout will be based on a grid composed of ROE

• Set the returns based on peer performance. Use the publicly traded bank holding company data for banks in the asset range of $3 billion to $10 billion to establish peer returns.

• The payouts will be linear with the target payout based on median peer returns and the maximum payout at no more than 2X the target payout. The 2X level would be tied to the top quartile performance of the designated peer group. The threshold or minimum level of payout would be based on the 25^th percentile of the peer group.

1

The 2008 plan targets based on peer industry data will be as follows:

	Return on Equity	Payout
25th percentile (Threshold)	8%	0%
Median of Industry	11%	Target Bonus
75th percentile	14%	2X Target

The payouts between the levels of performance will be calculated as a straight-line interpolation.

The 2X target level would be the maximum payout under the plan.

2

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Claude E. Davis, President and 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: 5/9/08   /s/ Claude E. Davis   Claude E. Davis
President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, J. Franklin Hall, Executive 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: 5/9/08   /s/ J. Franklin Hall   J. Franklin Hall
Executive 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 March 31, 2008, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on May 9, 2008 (the “Report”), I, Claude E. Davis, President and 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
President and Chief Executive Officer

May 9, 2008

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 March 31, 2008, of First Financial Bancorp. (the “Company”), as filed with the Securities and Exchange Commission on May 9, 2008 (the “Report”), I, J. Franklin Hall, Executive 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/ J. Franklin Hall J. Franklin Hall
Executive Vice President and Chief Financial Officer

May 9, 2008