Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by a Party other than the Registranto [ ]


~~Check the appropriate box:~~
o	[ ]	Preliminary Proxy Statement
o[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	[X]	Definitive Proxy Statement
o	[ ]	Definitive Additional Materials
o	[ ]	Soliciting Material Pursuant to §240.14a-12

First Financial Bancorp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing fee (Check the appropriate box)


þ	[X]	No fee required.
o	[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


		1)		Title of each class of securities to which transaction applies:



		2)		Aggregate number of securities to which transaction applies:



		3)		Per unit price or other underlying value of transaction computed pursuant to
				Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
				state how it was determined):



		4)		Proposed maximum aggregate value of transaction:



		5)		Total fee paid:



o	[ ]	Fee paid previously with preliminary materials.

o	[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	1)	Amount Previously Paid:



	2)	Form, Schedule or Registration Statement No.:


3)	Filing party:


	3)	~~Filing party:~~



	4)	Date filed:

	§		Up to $80 million Series A non-voting preferred shares that carry a 5% coupon for each of the first five years and 9% per year thereafter
	§		Warrants to purchase First Financial common shares amounting to 15% of the senior preferred amount, with the exercise price based on the 20-day average trading price prior to closing
	§		Based on an estimated average price of $12.76, the Treasury would be eligible to exercise warrants to purchase approximately 940,000 shares, or approximately 2.5% of our outstanding shares

	§	Notice of the Special Meeting of Shareholders
	§	Proxy Statement
	§	Proxy Card
	§	Business Reply Postage-Paid Envelope

	§	Remaining focused on building stronger client relationships
	§	Prudently growing loans and deposits
	§	Maintaining credit quality
	§	Managing our balance sheet and maintaining strong capital and liquidity positions

	§	Maintaining strong underwriting policies
	§	Proactively managing resolution strategies for problem credits

	§	Access low-cost capital that will further improve our already strong capital levels
	§	Increase our lending capacity
	§	Better position us to take advantage of opportunities to advance our strategic growth plans

	§	If you choose to vote online or by telephone, please follow the instructions that are included in the enclosed materials.
	§	If you choose to vote by mail, please complete, sign, date and return the enclosed Proxy Card as soon as possible using the postage-paid envelope.

Sincerely,	Sincerely,
Barry S. Porter Chairman of the Board	Claude E. Davis President & Chief Executive Officer

To consider and act upon an amendment to Article FOURTH of First Financial’s Articles of Incorporation, as amended, to authorize the issuance of up to 80,000 shares of a new class of preferred stock (the “Preferred Stock”), which stock First Financial may use to participate in the TARP Capital Purchase Program instituted under the Emergency Economic Stabilization Act of 2008 (“Proposal No. 1”).

To ~~elect~~approve the ~~following two nominees as directors~~adjournment or postponement of the Special Meeting, if necessary, to solicit additional proxies, in the event (a) there are not sufficient votes at the time of the Special Meeting to adopt Proposal No. 1, or (b) a quorum is not present at the time of the Special Meeting (“Proposal No. 2” and together with ~~terms expiring in 2011 (Class I): Claude E. Davis and Susan L. Knust.~~Proposal No. 1, the “Proposals”).


	2.		~~To ratify the appointment of Ernst & Young as the Corporation’s independent registered accounting firm for the fiscal year ending December 31, 2008.~~

	3.		To consider and act upon such other matters as may properly come before the ~~Annual~~Special Meeting or any adjournment thereof.

FIRST FINANCIAL BANCORP.

4000 Smith Road, Suite 400

Cincinnati, Ohio 45209

(513) ~~979-5770~~979-5837

~~ANNUAL~~ FOR SPECIAL MEETING OF SHAREHOLDERS

Approximate Date to Mail ~~— March 24,~~– November17. 2008

We are sending this Proxy Statement and the ~~Board of Directors~~accompanying proxy card to you as a shareholder of First Financial Bancorp. ~~(the “Corporation”~~, an Ohio corporation (“First Financial”), ~~a Proxy is solicited from you to be used at~~in connection with the ~~Corporation’s Annual~~solicitation of proxies for the Special Meeting of Shareholders ~~(“Annual~~(the “Special Meeting”) ~~scheduled for April 29, 2008, at 10:00 A.M., local time,~~ to be held at the ~~Queen City Club, Recess Room, 331 East 4~~^th ~~Street, Cincinnati, Ohio 45202.~~

~~RECORD DATE AND VOTING SECURITIES~~

Asoffices of March 3, 2008, the record date fixed for the determination of shareholders entitled to vote at the Annual Meeting, there were 37,363,698 common shares outstanding, which is the only outstanding class of capital stock of the Corporation. Each such share is entitled to one vote on each matter properly coming before the Annual Meeting.

~~HOUSEHOLDING DISCLOSURE STATEMENT~~

In accordance with notices previously sent to shareholders, the Corporation is delivering one Annual Report and Proxy Statement in one envelope addressed to all shareholders who share a single address unless they have notified the Corporation that they wish to revoke their consent to the program known as “householding.” Householding is intended to reduce printing and postage costs. The Corporation will mail separately a proxy card for each registered shareholder.

~~You may revoke your consent at any time by notifying the Corporation’s transfer agent, Registrar & Transfer Company, as indicated below:~~


~~By Phone:~~		~~(800) 368-5948~~
~~By Fax:~~		~~(908) 497-2318~~
~~By e-mail:~~		~~info@rtco.com~~

If you revoke your consent, you will be removed from the householding program within 30 days of receipt of your revocation, and the Corporation will reinstate mailing the Annual Report and Proxy Statement to each shareholder at your address.

The Company hereby undertakes to deliver upon oral or written request a separate copy of its Proxy Statement and Annual Report to a security holder at a shared address to which a single copy was delivered. If such shareholder wishes to receive a separate copy of such documents, contact Gregory A. Gehlmann, Corporate Secretary atFirst Financial Bancorp, 4000 Smith Road, Suite 400, Cincinnati, Ohio, ~~45209 (or~~on Thursday, December 11, 2008, at 3 p.m., local time. First Financial’s Board of Directors is soliciting proxies for use at the Special Meeting, or any adjournment thereof. Only shareholders of record as of the close of business on October 28, 2008, which we refer to as the record date, will be entitled to vote at the Special Meeting. The proxy solicitation materials for the Special Meeting will be distributed to shareholders of record on or about November 17, 2008.

Why is First Financial holding a Special Meeting of Shareholders?

The recent challenges experienced as a result of turbulence in the financial markets make it necessary for financial institutions to not only preserve existing capital, but also to supplement such capital as a protection against further economic difficulties. Recently, certain capital-raising opportunities have been presented by ~~phone at 877-322-9530) by April 19, 2008~~the United States Department of the Treasury (the Treasury”) that provides us with options to raise capital in a low-cost manner. While our capital position is already sound, management would like to be in a position to take advantage of these opportunities to ensure ~~timely delivery.~~that during these uncertain times, we are well-positioned to support its existing operations as well as anticipated future growth.

When is the Special Meeting?

Thursday, December 11, 2008 at 3:00 p.m., local time.

Where will the Special Meeting be held?

At the offices of First Financial, 4000 Smith Road, Suite 400, Cincinnati, Ohio 45209.

What matters will be voted upon at the Special Meeting?

You will be voting on the following matters:

1.		A proposal to adopt an amendment to Article FOURTH of First Financial’s Articles of Incorporation to authorize First Financial to issue up to 80,000 of preferred shares — Proposal No. 1 on the accompanying proxy card.

2.		A proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendment to Article FOURTH of First Financial’s Articles of Incorporation — Proposal No. 2 on the accompanying proxy card.

Why is the amendment to Article FOURTH of First Financial’s Articles of Incorporation necessary?

The Board of Directors currently anticipates that it will apply to participate in the Treasury’s recently announced TARP Capital Purchase Program (the “Program”) instituted under the Emergency Economic Stabilization Act of 2008 (“EESA”). Under the Program, eligible healthy financial institutions, such as First Financial, will be able to sell senior preferred shares on standardized terms to the Treasury in amounts equal to between 1% and 3% of an institution’s risk-weighted assets. The Program is completely voluntary, and although we are currently profitable, have adequate sources of liquidity, and are well-capitalized under regulatory guidelines, the Board of Directors believes it is advisable to take advantage of the voluntary Program to raise additional low cost capital to ensure that during these uncertain times, we are well-positioned to support existing operations as well as anticipated future growth. Because First Financial is not currently authorized to issue preferred shares under its Articles of Incorporation, it is necessary for us to amend the Articles of Incorporation to authorize preferred shares in order to participate in the Program. Even if the proposed amendment to the Articles of Incorporation is adopted, however, there can be no assurance that we will issue any senior preferred shares to the Treasury thereunder. On October 30, 2008, the Treasury notified us that we had received preliminary approval to issue $80,000,000 of such preferred stock.

You are entitled to vote if you held First Financial common shares as of the close of business on October 28, 2008, the record date for the Special Meeting.

Each shareholder is entitled to one vote for each common share held on October 28, 2008. At the close of business on October 28, 2008, there were 37,476,607 common shares outstanding and entitled to vote. The common shares are First Financial’s only voting securities.

Regardless of the number of shares you own, it is important that you vote on the proposals.

Your common shares may be voted by one of the following methods:

	§	by traditional proxy card;
	§	by submitting a proxy via the internet;
	§	by submitting a proxy by phone; or
	§	in person at the meeting.

Submitting a Proxy by Telephone or via the Internet . If you are a shareholder of record (that is, if your common shares are registered with First Financial in your own name), you may submit a proxy by telephone, or via the Internet, by following the instructions included with your proxy card. To do so, access www.proxyvotenow.com/ffbc and follow the on screen instructions. Have your control number from your proxy card available when you access the web page. Telephone voting is also available, toll free, by calling 1-866-809-5292 from a touch tone phone.

If your common shares are registered in the name of a broker, a financial institution or another nominee (i.e., you hold your common shares in “street name”), your nominee may be participating in a program that allows you to submit a proxy by telephone or via Internet. If so, the voting form your nominee sent you will provide instructions for submitting your proxy by telephone or via the Internet. The last-dated proxy you submit (by any means) will supersede any previously submitted proxy. Also, if you submit a proxy by telephone or via the Internet, and later decide to attend the Special Meeting, you may revoke your previously submitted proxy and vote in person at the Special Meeting.

The deadline for submitting a proxy by telephone or via the Internet as a shareholder of record is 3:00 a.m., Eastern Standard Time, on December 11, 2008. For shareholders whose common shares are registered in the name of a broker, a financial institution or another nominee, please consult the instructions provided by your nominee for information about the deadline for submitting a proxy by telephone or via the Internet.

Voting in Person. If you attend the Special Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the Special Meeting.

If you hold your common shares in “street name” through a broker, a financial institution or another nominee, then that nominee is considered the shareholder of record for voting purposes and should give you instructions for voting your common shares. As a beneficial owner, you have the right to direct that nominee how to vote the common shares held in your account. Your nominee may only vote the common shares of First Financial that it holds for you in accordance with your instructions. If you have instructed a broker, a financial institution or another nominee to vote your common shares, the above-described options for revoking your proxy do not apply and instead you must follow the instructions provided by your nominee to change your vote.

If you hold your common shares in “street name” and wish to attend the Special Meeting and vote in person, you must bring an account statement or letter from your broker, financial institution or other nominee authorizing you to vote on behalf of such nominee. The account statement or letter must show that you were the direct or indirect beneficial owner of the common shares on October 28, 2008, the record date for voting at the Special Meeting.

How will my common shares be voted?

Those common shares represented by properly executed proxy cards that are received prior to the Special Meeting or by properly authenticated Internet or telephone votes that are submitted prior to the deadline for doing so, and not subsequently revoked, will be voted in accordance with your instructions by your proxy. If you submit a valid proxy card prior to the Special Meeting, or timely submit your proxy by telephone or via the Internet, but do not complete the voting instructions, your proxy will vote your common shares as recommended by the Board of Directors, except in the case of broker non-votes where applicable, as follows:

	§		“ FOR” the adoption of the amendment to Article FOURTH of First Financial’s Articles of Incorporation to authorize First Financial to issue up to 200,000 preferred shares; and

	§		“ FOR” the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendment to Article FOURTH of First Financial’s Articles of Incorporation.

If you hold your shares in a bank or brokerage account you should be aware that if you fail to instruct your bank or broker how to vote within 10 days of the Special Meeting, the bank or broker is not permitted to vote your shares in its discretion on your behalf on non-routine items. If you want to assure that your shares are voted in accordance with your wishes on the non-routine matters in this proxy statement, you should complete and return your voting instruction form before December 1, 2008.

No appraisal rights exist for any action proposed to be taken at the Special Meeting. If any other matters are properly presented for voting at the Special Meeting, the persons named as proxies will vote on those matters, to the extent permitted by applicable law, in accordance with their best judgment.

What if my common shares are held through the First Financial Bancorp ~~stock beneficially through~~401(k) Savings Plan?

If you participate in the First Financial Bancorp 401(k) Savings Plan (the “401(k) Plan”) and common shares have been allocated to your account in the 401(k) Plan, you will be entitled to instruct the trustee of the 401(k) Plan, confidentially, as to how to vote those common shares. If you are such a ~~bank or broker,~~participant, you may ~~already be subject to householding if you meet the criteria.~~receive your voting instructions card separately. If you ~~wish~~give no voting instructions to ~~receive~~the trustee of the 401(k) Plan, the trustee will vote the common shares allocated to your 401(k) Plan account pro rata in accordance with the instructions received from other participants in the 401(k) Plan who have voted.

Can the proxy materials be accessed electronically?

We are sending the proxy materials for the special meeting to shareholders on or about November xx, 2008. Our proxy statement for the special meeting and a ~~separate Proxy Statement~~sample of the form of proxy card sent to our shareholders by us are available at: http://www.snl.com/irweblinkx/docs.aspx?iid=100255Alternatively, these documents can be viewed by going to First Financial’s Internet website at www.bankatfirst.com and ~~Annual Report~~selecting the “SEC Filings” section of the “Investor Relations” page.

How do I change or revoke my proxy?

Shareholders who submit proxies retain the right to revoke them at any time before they are exercised. Unless revoked, the common shares represented by such proxies will be voted at the Special Meeting and any adjournment thereof. You may revoke your proxy at any time before it is actually exercised at the Special Meeting by giving notice of revocation to First Financial in ~~future mailings,~~writing, by accessing the Internet site prior to the deadline for submitting proxies electronically, by using the toll-free telephone number stated on the proxy card prior to the deadline for transmitting proxies electronically or by attending the Special Meeting and giving notice of revocation in person. The last-dated proxy you ~~should contact~~submit (by any means) will supersede any previously submitted proxy. If you hold your ~~bank~~common shares in “street name” and instructed your broker, financial institution or ~~broker.~~

other nominee to vote your common shares and you would like to revoke or change your vote, then you must follow the instructions of your nominee.

~~VOTING OF SHARES~~

~~Assuming~~If I vote in advance, can I still attend the Special Meeting?

Yes. You are encouraged to vote promptly, by returning your signed proxy card by mail or by submitting your proxy electronically by telephone or via the Internet, so that your common shares will be represented at the Special Meeting. However, voting your common shares does not affect your right to attend the Special Meeting and vote your common shares in person.

What constitutes a quorum and how many votes are required for adoption of the proposals?

Under First Financial’s Regulations, a quorum is ~~present at~~a majority of the ~~Annual Meeting, either~~common shares outstanding. Common shares may be present in person or represented by proxy (i) the two nominees receiving the greatest number of votes cast by the holders of common shares entitled to vote on the matter will be elected as directors; and (ii) the appointment of Ernst & Young as the Corporation’s independent registered accounting firm for the fiscal year ended December 31, 2008 will be ratified by a majority of the votes cast.

~~Proxies in the form enclosed herewith are being solicited on behalf of the Corporation’s Board of Directors. Proxies which are properly executed and returned will be voted~~ at the ~~Annual Meeting~~Special Meeting. Both abstentions and broker non-votes are counted as ~~directed. Proxies indicating an abstention from voting on any matter will be tabulated as a vote withheld on such matter and will be included in computing the number of common shares~~being present for purposes of determining the presence of a ~~quorum for~~quorum. There were 37,476,607 First Financial common shares outstanding and entitled to vote on October 28, 2008, the ~~Annual Meeting. Proxies properly executed and returned which indicate no direction will be voted in favor~~record date. A majority of the ~~proposals set forth~~outstanding common shares, or 18,738,302 common shares, present in person or represented by proxy, will constitute a quorum. A quorum must exist to conduct business at the ~~Notice of Annual Meeting attached hereto and more fully described in this Proxy Statement.~~ Special Meeting.

If a broker indicates on the form of Proxy that it does not have discretionary authority as to certain common shares to vote on a particular matter, those common shares will be considered as present for the purpose of determining the presence of a quorum but not entitled to vote with respect to that matter. ~~Any~~New York Stock Exchange (“NYSE”) rules determine whether proposals presented at shareholder ~~giving~~meetings are routine or not routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the ~~enclosed~~proposal without receiving voting instructions from the owner. If a proposal is not routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A broker non-vote occurs when the broker or other entity is unable to vote on a proposal because the proposal is not routine and the owner does not provide any instructions. We have been advised by the NYSE that the amendment to the Articles of Incorporation and the proposal to adjourn, postpone or continue the Special Meeting are non-routine items.

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Votes Required for the Approval of the Proposals. To approve the two proposals, the following proportion of votes is required:

		Impact of Abstentions and Broker
Item	Vote Required	Non-Votes, if any

Amendment to Article FOURTH of First Financial’s Articles of Incorporation	Approval of two-thirds of the outstanding common shares	Abstention will not count as a vote cast on the proposal but has the same effect as a vote “AGAINST” the proposal

		Broker non-vote will have the same effect as a vote “AGAINST” the proposal


Adjournment of the Special Meeting	Approval of a majority of the common shares present in person or represented by proxy and entitled to vote at the Special Meeting	Abstention will not count as a vote cast on the proposal but has the same effect as a vote “AGAINST” the proposal

		Broker non-vote will not count as a vote on the proposal and will not affect the outcome of the vote

It is our policy to keep confidential proxy cards, ballots and voting tabulations that identify individual shareholders. However, exceptions to this policy may be necessary in some instances to comply with legal requirements and, in the case of any contested proxy solicitation, to verify the validity of proxies presented by any person and the results of the voting. Inspectors of election and any employees associated with processing proxy cards or ballots and tabulating the vote must acknowledge their responsibility to comply with this policy of confidentiality.

What is the recommendation of First Financial’s Board of Directors?

First Financial’s Board of Directors recommends that each shareholder vote “FOR” the adoption of the amendment to Article FOURTH of First Financial’s Articles of Incorporation to authorize First Financial to issue up to 80,000 shares of a new class of preferred shares and “FOR” the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendment to Article FOURTH of First Financial’s Articles of Incorporation.

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What will the consequences be if the proposed amendment to Article FOURTH of First Financial’s Article of Incorporation is not adopted?

If the proposed amendment to Article FOURTH of First Financial’s Articles of Incorporation to authorize First Financial to issue up to 80,000 preferred shares is not adopted, First Financial will not be able to take advantage of the Capital Purchase Program. First Financial may have a distinct disadvantage against competitors in the current environment and may be limited in its future ability to raise additional capital to ensure that during these uncertain times, First Financial is well-positioned to support its existing operations as well as anticipated future growth.

Who pays the cost of proxy solicitation?

We will pay the costs of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy card and other related materials and all other costs incurred in connection with the solicitation of proxies on behalf of the Board of Directors, other than the Internet access and telephone usage charges mentioned above.. Although we are soliciting proxies by mailing these proxy materials to our shareholders, our directors, officers and employees also may solicit proxies by further mailing, personal contact, telephone, facsimile or electronic mail without receiving any additional compensation for such solicitations. Arrangements will also be made with brokerage firms, financial institutions and other nominees who are record holders of common shares for the forwarding of solicitation materials to the beneficial owners of such common shares. We will reimburse these brokers, financial institutions and nominees for their reasonable out-of-pocket costs in connection therewith.

We have retained The Altman Group, Lyndhurst, New Jersey, to aid in the solicitation of proxies for the Special Meeting. The Altman Group will receive a base fee of $7,500, plus reimbursement of out-of-pocket fees and expenses for its proxy solicitation services.

Who should I call if I have questions concerning this proxy solicitation or the proposals to be considered at the Special Meeting?

If you have any questions concerning the proposals to be considered at the Special Meeting or voting your shares, please call The Altman Group at 1-866-828-0221.

Does First Financial send multiple proxy statements to two or more registered shareholders who share an address?

Only one copy of this Proxy Statement and the notice of the Special Meeting for the Special Meeting are being delivered to previously notified registered shareholders who share an address unless First Financial has received contrary instructions from one or more of the ~~power~~shareholders. A separate proxy card is being included for each account at the shared address.

Registered shareholders who share an address and would like to ~~revoke~~receive a separate Proxy Statement for the Special Meeting, may contact First Financial Bancorp Investor Relations to request a copy. Call 513-979-5837, or send a written request to: Patti Forsythe, Investor Relations, First Financial Bancorp, 4000 Smith Road, Suite 400, Cincinnati, Ohio 45209.

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PROPOSAL NO. 1 - AMENDMENT OF THE ARTICLES OF INCORPORATION

TO AUTHORIZE PREFERRED STOCK

(Item 1 on Proxy Card)

General

A proposal will be submitted to shareholders at the Special Meeting to approve an amendment (the “Proposed Amendment”) to our Articles of Incorporation (“Articles”) to authorize a new class of capital stock. Article FOURTH of the Articles currently provides that our authorized capital stock consists of 160,000,000 shares of a single class of common stock having no par value. The Proposed Amendment would amend Article FOURTH so that it ~~prior~~also authorizes us to issue up to 80,000 shares of no par preferred stock (“Preferred Stock”) as an additional class of capital stock. Subject to the limitations described herein, our Board of Directors would be authorized to issue shares of Preferred Stock to create separate series of shares within the new class, and to determine the number of shares, designations, terms, relative rights, preferences and limitations of the Preferred Stock at the time of issuance, all by its ~~exercise~~resolution and without further shareholder approval.

A copy of the Proposed Amendment, which includes the text of Article FOURTH as it is proposed to be amended, is attached as Appendix A to this Proxy Statement. If the Proposed Amendment is approved by shareholders, the Proposed Amendment will become effective upon filing with the Ohio Secretary of State, which we intend to do promptly following such approval.

The recent challenges experienced as a result of turbulence in the ~~Corporation~~financial markets make it necessary for financial institutions not only to preserve existing capital, but also to supplement such capital as a ~~written revocation~~protection against further economic difficulties. Recently, certain low cost capital-raising opportunities have been presented by the federal government that provides us with options to generate capital in a low-cost manner. While our capital position is already sound, management would like to consider these opportunities to ensure that, during these uncertain times, we are well-positioned to support our existing operations as well as anticipated future growth. Our participation in the Program more fully discussed below will:

	§	increase credit availability to consumers and businesses;

	§	make our capital position even stronger;

	§	improve our ability to leverage future strategic opportunities to grow and add value for our shareholders and clients; and

	§	enhance our competitive position.

While the specifics of the Program continue to evolve, the Board believes sufficient information and knowledge regarding the Program has been gathered and analyzed, and that we believe we should take advantage of this unique opportunity.

Your Board of Directors recommends that you vote “FOR” the Proposed Amendment.

Terms of the Preferred Stock

The full text of the Proposed Amendment is attached to this proxy statement as Appendix “A.” If the amendment is approved, the Board would be authorized to issue Preferred Stock pursuant to the terms of the Program with all designations, preferences and relative, participating, optional or ~~a duly executed Proxy bearing a later date~~other special rights, and qualifications, limitations or restrictions upon the Preferred Stock, as may be provided in the resolution or resolutions adopted by ~~giving notice~~the Board. The authority of ~~revocation in open meeting. Proxies~~the Board would include, but is not limited to, the determination or fixing of the following with respect to shares of any class or series of Preferred Stock:

The number of shares constituting that series and the distinctive designation of that series;

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The dividend rate on the shares of the series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series;

Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of First Financial, and the relative rights of priority, if any, of payment of shares of that series; and

Any other relative rights, preferences and limitations of that series.

The actual effect of the issuance of any shares of the Preferred Stock upon the rights of holders of common stock cannot be ~~voted~~stated until the Board of Directors determines the specific rights of any shares issued pursuant to the Program. However, the effects might include, among other things, restricting dividends on the common stock, diluting the voting power of the common stock, reducing the market price of the common stock or impairing the liquidation rights of the common stock without further action by the shareholders. For a discussion of the current terms of the Program, see “Reasons for the Proposed Amendment,” “Effects of the Proposed Amendment,” and Appendix B elsewhere in this proxy statement. Holders of First Financial common shares will not have preemptive rights with respect to the Preferred Stock.

Reasons for the Proposed Amendment

The purpose of the Proposed Amendment is to authorize us to sell shares of Preferred Stock to the United States Department of the Treasury (the “Treasury”) under the voluntary Capital Purchase Program should the Board deem it to be in the best interest of First Financial and its shareholders. On October 14, the Treasury announced the Program to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. The Program is designed to attract broad participation by healthy institutions and to do so in a ~~greater number~~way that attracts private capital to them as well. The purpose is to increase confidence in U.S. banks and increase the confidence of ~~persons~~U.S. banks to deploy their capital. Increased confidence is expected to result in increased lending. The Program was instituted by the Treasury pursuant to the Emergency Economic Stabilization Act of 2008 which provides up to $700 billion to the Treasury to buy mortgages and other assets from financial institutions, to invest and take equity positions in financial institutions, and to establish programs that will allow companies to insure their troubled assets. Under the Program, the Treasury will purchase up to $250 billion of senior preferred shares (the “Senior Preferred Shares”) from qualifying financial institutions that meet the Program’s eligibility requirements and that elect to participate by November 14, 2008. On October 22, 2008 we filed an application with respect to the Program and on October 30, 2008 we were notified by the Treasury that we had received preliminary approval for the sale and issuance of up to $80,000,000 of Senior Preferred Shares to the Treasury.

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At this point, except with respect to the Treasury’s notification that we received preliminary approval, there is no binding agreement or commitment with respect to the issuance of Senior Preferred Shares to the Treasury. Our company and the Treasury must still negotiate the terms and conditions of our company's participation in the Program, which means that closing of the transaction is not guaranteed. Although we have no reason to believe that we will not be able to participate in the Program, no assurances can be given:

	§	that we will be able to participate in the Program;

	§	as to the approximate number of shares of preferred stock that we may issue pursuant to the Program: or

	§	as to the approximate amount of consideration we will receive from Treasury for any such shares that may be issued by First Financial under the Program.

A summary of the expected terms of the securities that the Treasury would purchase from qualifying financial institutions is set forth in Appendix B attached hereto.

Currently, we are not authorized to issue preferred stock. If the Proposed Amendment is adopted by our shareholders, shares of Preferred Stock will be available for issuance in connection with the Program. No further vote of our shareholders will be required, unless required under Ohio law. The Board of Directors believes that it is advisable to increase our authorized capital to include the Preferred Stock in order take advantage of the Program and to help ensure that its wholly owned bank subsidiary, First Financial Bank, National Association (the “Bank”), remains well capitalized.

As an eligible institution, First Financial may sell an amount of Senior Preferred Shares to the Treasury equal to not less than 1% of the Bank’s risk-weighted assets and not more than 3% of the Bank’s risk-weighted assets. The Senior Preferred Shares will:

	§	be issued with a liquidation preference of at least $1,000 per share;

	§	qualify as Tier 1 capital; and

	§	rank senior to the common shares.

By the terms of the Program, Senior Preferred Shares will:

	§	pay a cumulative dividend at a rate of 5% per annum for the first five years and will reset to a rate of 9% per annum after year five - the dividend will be payable quarterly in arrears;

	§	be non-voting, other than class voting rights on certain matters that could adversely affect the Senior Preferred Shares; and

	§	be callable by First Financial at par after three years. Prior to the end of three years, the Senior Preferred Shares may be redeemed at par with the proceeds from a qualifying equity offering of any Tier 1 perpetual preferred stock or common shares. The Treasury may also transfer the Senior Preferred Shares to a third party at any time.

In conjunction with the purchase of Senior Preferred shares, the Treasury will receive warrants to purchase common shares with an aggregate market price equal to 15% of the investment in the Senior Preferred Shares. The initial exercise price on the warrants, and the market price for determining the number of ~~nominees named.~~shares of common stock subject to the warrants, will be the market price of our common shares at the time of issuance, calculated on a 20-trading-day trailing average, subject to customary anti-dilution adjustments. The warrants will have a term of 10 years and such additional terms and features as set forth on Appendix B. The Treasury will agree not to exercise voting power with respect to any shares of common stock that it acquires upon exercise of the warrants. We will have to take the steps necessary to register, pursuant to the Securities Act of 1933, Senior Preferred Shares issued by us and the related warrants and underlying common stock purchasable upon exercise.

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To participate in the Program, we are required to meet certain standards, including:

	§	ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the company;

	§	requiring a clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate;

	§	prohibiting certain severance payments to senior executives generally referenced to as “golden parachute” payments above specified limits set forth in the U.S. Internal Revenue Code; and

	§	agreeing not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.

The Board believes that it is in the best interests of First Financial and its shareholders to afford us the opportunity to obtain additional low cost capital through the Program. Without the Proposed Amendment, First Financial will not be eligible to participate in the Program. With the Proposed Amendment, First Financial may apply to participate in the Program which will provide us with an additional resource for obtaining capital. The Board currently anticipates that it will issue up to 80,000 shares of Preferred Stock for $80,000,000 (approximately 3% of the Bank’s risk adjusted assets) under the Program with the terms, rights and preferences set forth on Appendix B and will issue a number of warrants exercisable for shares of First Financial common shares having an aggregate market price equal to 15% of the amount of Senior Preferred Shares issued. More details can also be found at the Treasury’s website: http://www.ustreas.gov at Emergency Economic Stabilization Act - Capital Purchase Program.

Effect of the Proposed Amendment

Based on the Program term sheet provided by the Treasury, a copy of which is attached as Appendix B hereto, the following are the general effects on holders of common stock of participating financial institutions from the issuance of Senior Preferred Shares to the Treasury under the Program:

	§	*Restrictions on Dividends.* For as long as any Senior Preferred Shares are outstanding, no dividends may be declared or paid on junior preferred shares, preferred shares ranking pari passu with the Senior Preferred Shares, or common shares (other than in the case of pari passu preferred shares, dividends on a pro rata basis with the Senior Preferred Shares), nor may a participating financial institution repurchase or redeem any junior preferred shares, preferred shares ranking pari passu with the Senior Preferred Shares or common shares, unless (i) in the case of cumulative Senior Preferred Shares, all accrued and unpaid dividends for all past dividend periods on the Senior Preferred Shares are fully paid; or (ii) in the case of non-cumulative Senior Preferred Shares, the full dividend for the latest completed dividend period has been declared and paid in full. In addition, the consent of the Treasury will be required for any increase in the per share dividends on common shares until the third anniversary of the date of the Senior Preferred Shares investment unless prior to such third anniversary, the Senior Preferred Shares are redeemed in whole or the Treasury has transferred all of the Senior Preferred Shares to third parties.

	§	*Repurchases.The Treasury’s consent shall be required for any share repurchases (other than (i) repurchases of the Senior Preferred Shares and (ii) repurchases of junior preferred shares or common shares in connection with any benefit plan in the ordinary course of business consistent with past practice) until the third anniversary of the date of the Treasury’s investment unless prior to such third anniversary, the Senior Preferred Shares are redeemed in whole or the Treasury has transferred all of the Senior Preferred Shares to third parties. In addition, there shall be no share repurchases of junior preferred shares, preferred shares ranking pari passu* with the Senior Preferred Shares, or common shares if prohibited as described under “Restrictions on Dividends” above.

	§	*Voting rights*. The Senior Preferred Shares shall be non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred Shares, (ii) any amendment to the rights of Senior Preferred Shares, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Senior Preferred Shares. If dividends on the Senior Preferred Shares are not paid in full for six dividend periods, whether or not consecutive, the Senior Preferred Shares will have the right to elect two directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods.

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If we issue $80 million of Senior Preferred Shares to the Treasury, we will also be required to issue to the Treasury warrants to purchase common shares equal to 15% of the Senior Preferred Shares, or $12 million. Based on the 20-day average trading price of our common shares on November 5, 2008 of $12.76 per share, we would be required to issue the Treasury a warrant to purchase approximately 940,000 First Financial common shares at $12.76 per share. If all warrants were exercised, it would amount to approximately 2.5% of our currently issued and outstanding shares as of the voting record date, which would dilute the relative equity interests of the current holders of our common shares.

If shareholders approve the Proposed Amendment, then, to establish the Senior Preferred Shares, the Board of Directors would approve and file a further amendment to the Articles (which it could do without further shareholder approval) that would specify the designation of that series of Preferred Stock and the number, terms, relative rights, preferences and limitations of shares as required by the Program. The Board of Directors will not issue shares of Preferred Stock other than pursuant to the Program described in this proxy statement.

Substantially all of the proceeds of any such sale of Senior Preferred Shares likely would be used to infuse additional capital into First financial to support its continued growth in earning assets and deposits. Portions of the net proceeds also might be used by us for other general corporate purposes, including: financing new banking centers and/or lending offices, or other capital improvements; acquiring other financial institutions or their assets and related liabilities, including branch offices; creating or acquiring non-bank providers of financial or other services; and continuing to expand and/or upgrade our products, systems, and operations. It is not possible to determine the types or amounts of investments we would make if we issued to the Treasury the Senior Preferred Shares under the Program.

Since the Senior Preferred Shares will be non-voting in accordance with the Program, the issuance of such Senior Preferred Shares should not dilute the relative voting power of the current holders of common stock, except for certain class of voting rights and the issuance of the warrants as described above. Current shareholders would not have preemptive rights to acquire any additional shares of capital stock issued by First Financial and would have no right to purchase a proportionate share, or any portion, of any shares of Preferred Stock issued.

The affirmative vote of two thirds of our issued and outstanding common shares is required to approve the Proposed Amendment. If the Proposed Amendment is not approved, we will not be eligible or have the option to participate in the Program.

Pro Forma Financial Information

The following unaudited pro forma financial information of First Financial for the fiscal year ended December 31, 2007 and the nine-months ended September 30, 2008 show the effects of a minimum of $26.7 million and a maximum of $80.0 million of Senior Preferred Shares issued to the Treasury pursuant to the Captial Purchase Program. The pro forma financial data presented below may change materially under either the "Minimum" or "Maximum" scenario based on the actual proceeds received under the Capital Purchase Program if our application is approved by Treasury, the timing and utilization of the proceeds as well as certain other factors including the strike price of the warrants, any subsequent changes in First Financial's common stock price, and the discount rate used to determine the fair value of the preferred stock. Accordingly, we can provide no assurance that the "Minimum" or "Maximum" pro forma scenarios included in the following unaudited pro forma financial data will ever be achieved. We have included the following unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the proposals to amend our Articles of Incorporation.

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Pro Forma ⁽²⁾

Historical September 30, 2008
September 30, 2008 Minimum Maximum
Balance sheet data:

ASSETS

Cash and due from banks $90,341 $90,341 $90,341
Securities and other interest earning assets ⁽¹⁾
532,765 560,365 612,765
Loans, net of unearned 2,645,341 2,645,341 2,645,341
Other assets 243,229 243,229 243,229
Total assets
$3,511,676 $3,539,276 $3,591,676
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Deposits $2,711,681 $2,711,681 $2,711,681
Borrowings 486,683 486,683 486,683
Other liabilities 36,092 36,092 36,092
Total liabilities 3,234,456 3,234,456 3,234,456

Shareholders' equity

Preferred stock ⁽¹⁾
0 27,600 80,000
Common stock 391,249 391,249 391,249
Warrants 0 1,900 5,600
Discount on preferred ^{(3) (4)}
0 (1,900 ) (5,600 )
Retained earnings 80,632 80,632 80,632
Accumulated comprehensive income (6,285 ) (6,285 ) (6,285 )
Treasury Stock, at cost (188,376 ) (188,376 ) (188,376 )
Total shareholders' equity
277,220 304,820 357,220
Total liabilities and shareholders' equity
$3,511,676 $3,539,276 $3,591,676
Common Shares outstanding 37,476,607 37,476,607 37,476,607
(1)
The pro forma financial information reflects the issuance of a minimum $27,600,000 and a maximum $80,000,000 of First Financial Bancorp Senior Preferred Shares.
(2)
The balance sheet data gives effect to the equity proceeds as of the balance sheet date.
(3) The carrying values of the preferred stock and warrants are based on their estimated relative fair values at issue date.
(4) The discount on the preferred stock is amortized over a five year period via the effective yield method.
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Historical
Pro Forma ⁽¹⁾

Nine months ended
Nine months ended September 30, 2008
September 30,2008 Minimum Maximum
Income Statement Data:

Total interest income ⁽²⁾
$138,219 $138,426 $138,818
Total interest expense 52,146 52,146 52,146
Net interest income 86,073 86,280 86,672
Provision for loan losses 8,935 8,935 8,935
Net interest income after
provision for loan losses 77,138 77,345 77,737
Total noninterest income 39,101 39,101 39,101
Total noninterest expenses 85,329 85,329 85,329
Income before income taxes 30,910 31,117 31,509
Income tax expense 10,032 10,104 10,242
Net income $20,878 $21,013 $21,267
Effective dividend on preferred stock 1,286 3,729
Net income available to common shareholders $19,727 $17,538

Selected Financial Ratios:
Earnings per share:
Basic $0.56 $0.53 $0.47
Diluted $0.56 $0.53 $0.46
Average basic shares outstanding 37,104,793 37,104,793 37,104,793
Average diluted shares outstanding ⁽³⁾
37,487,037 37,572,458 37,734,635
Return on average equity - annualized 10.05 % 9.24 % 8.03 %
Historical
Pro Forma ⁽¹⁾

Twelve months ended

Twelve months ended

December 31, 2007
December 31, 2007 Minimum Maximum
Income Statement Data:

Total interest income ⁽²⁾
$206,442 $206,718 $207,242
Total interest expense 87,942 87,942 87,942
Net interest income 118,500 118,776 119,300
Provision for loan losses 7,652 7,652 7,652
Net interest income after
provision for loan losses 110,848 111,124 111,648
Total noninterest income 63,588 63,588 63,588
Total noninterest expenses 120,747 120,747 120,747
Income before income taxes 53,689 53,965 54,489
Income tax expense 18,008 18,105 18,288
Net income $35,681 $35,860 $36,201
Effective dividend on preferred stock 1,715 4,972
Net income available to common shareholders $34,145 $31,229

Selected Financial Ratios:
Earnings per share:
Basic $0.93 $0.89 $0.81
Diluted $0.93 $0.89 $0.81
Average basic shares outstanding 38,455,084 38,455,084 38,455,084
Average diluted shares outstanding ⁽³⁾
38,459,138 38,544,559 38,706,736
Return on average equity - annualized 12.73 % 11.69 % 10.15 %
(1)
The income statement data gives effect to the equity proceeds at the beginning of the period.
(2)
The funds received from the preferred stock issue are assumed to be initially invested in federal funds sold, earning at a rate of 1.00%. An incremental tax rate of 35% was assumed. Subsequent redeployment of the funds is anticipated but the timing of such redeployment is uncertain.
(3)
The pro forma average diluted shares outstanding includes the estimated effect of the exercise of the warrants and are accounted for under the treasury stock method.
(4) The issuance costs expected to be incurred are immaterial therefore, no effect was given in the pro forma.
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As Reported

Min

Max

Min

Max

09/30/08

09/30/08

09/30/08

12/31/07

12/31/07

Total RBC
10.89 % 11.83 % 13.70 % 12.37 % 14.34 %

Leverage
7.95 % 8.66 % 10.05 % 9.00 % 10.45 %

Tier 1
9.80 % 10.75 % 12.62 % 11.28 % 13.25 %
Anti-Takeover Effects

The purpose of the Proposed Amendment is to provide the Board of Directors with the option of considering participation in the Program, not to establish any barriers to a change of control or acquisition of First Financial. However, pursuant to the terms of the Program, if we issue shares of Preferred Stock to the Treasury and we fail to pay the required dividends on the shares, the Treasury would have the right to elect two directors to our Board. This right would continue until any suspended dividends are fully paid for four consecutive quarters. This could be interpreted as having a potential anti-takeover effect. The Proposed Amendment is being recommended in order for us to be able to take advantage of the Treasury Program if we so choose, and is not in response to any specific effort of which First Financial is aware to obtain control of First Financial, nor does the Board of Directors have any present intent to use the Preferred Stock to impede a takeover attempt.

Anti-Takeover Effects of Certain Articles of Incorporation Provisions and Ohio Law

Our Articles contain certain provisions that make it more difficult to acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise. These provisions are designed to encourage persons seeking to acquire control of us to negotiate with our directors. We believe that, as a general rule, the interests of our shareholders would be best served if any change in control results from negotiations with our directors.

Classification of Board of Directors. Our Articles provide for a classified Board, to which approximately one-third of our Board of Directors is elected each year at our annual meeting of shareholders. Accordingly, our directors serve three-year terms rather than one-year terms. The classification of our Board of Directors has the effect of making it more difficult for shareholders to change the composition of our Board of Directors. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our Board of Directors. Such a delay may help ensure that our directors, if confronted by a holder attempting to force a proxy contest, a tender or exchange offer, or an extraordinary corporate transaction, would have sufficient time to review the proposal as well as any available alternatives to the proposal and to act in what they believe to be the best interests of our shareholders. The classification provisions apply to every election of directors, however, regardless of whether a change in the composition of our Board of Directors would be beneficial to us and our shareholders and whether or not a majority of our shareholders believe that such a change would be desirable.

The classification of our Board of Directors could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting to obtain control of us, even though such an attempt might be beneficial to us and our shareholders. The classification of our Board of Directors could thus increase the likelihood that incumbent directors will retain their positions. In addition, because the classification of our Board of Directors may discourage accumulations of large blocks of our shares by purchasers whose objective is to take control of us and remove a majority of our Board of Directors, the classification of our Board of Directors could tend to reduce the likelihood of fluctuations in the market price of our common shares that might result from accumulations of large blocks of our common shares for such a purpose. Accordingly, our shareholders could be deprived of certain opportunities to sell their shares at a higher market price than might otherwise be the case.
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We believe that the power of our Board of Directors to issue additional authorized but unissued common shares of ours without further action by our shareholders, unless required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded, will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. Our Board of Directors could authorize and issue a class or series of shares that could, depending upon the terms of such class or series, delay, defer or prevent a transaction or a change in control of us that might involve a premium price for holders of our common shares or that our shareholders otherwise consider to be in their best interest.

Other Limitations on Change in Control. In addition to the classification of the Board of Directors as discussed above, the following provisions of the Articles and Ohio law might have the effect of delaying, deferring or preventing a change in control of us and would operate only with respect to an extraordinary corporate transaction, such as a merger, reorganization, tender offer, sale or transfer of assets or liquidation involving the Company and certain persons described below.

The OGCL provides that the approval of two-thirds of the voting power of a corporation is required to effect mergers and similar transactions, to adopt amendments to the articles of incorporation of a corporation and to take certain other significant actions. Although under Ohio law the articles of incorporation of a corporation may permit such actions to be taken by a vote that is less than two-thirds (but not less than a majority), the Articles do not contain such a provision. The two-thirds voting requirement tends to make approval of such matters, including further amendments to the Articles, relatively difficult, and a vote of the holders of in excess of one-third of our outstanding common shares would be sufficient to prevent implementation of any of the corporate actions mentioned above.
Ohio, the state of our incorporation, has enacted OGCL Section 1701.831, a “control share acquisition” statute. The control share acquisition statute basically provides that any person acquiring shares of an “issuing public corporation” (which definition we meet) in any of the following three ownership ranges must seek and obtain shareholder approval of the acquisition transaction that first puts such ownership within each such range: (i) more than 20% but less than 33 1/3%; (ii) 33 1/3% but not more than 50%; and (iii) more than 50%.
The purpose of the control share acquisition statute is to give shareholders of Ohio corporations a reasonable opportunity to express their views on a proposed shift in control, thereby reducing the coercion inherent in an unfriendly takeover. The provisions of the control share acquisition statute grant to our shareholders the assurance that they will have adequate time to evaluate the proposal of the acquiring person, that they will be permitted to vote on the issue of authorizing the acquiring person’s purchase program to go forward in the same manner and with the same proxy information that would be available to them if a proposed merger of the Company were before them and, most importantly, that the interests of all shareholders will be taken into account in connection with such vote and the probability will be increased that they will be treated equally regarding the price to be offered for their common shares if the implementation of the proposal is approved.

The control share acquisition statute applies not only to traditional offers but also to open market purchases, privately negotiated transactions and original issuances by an Ohio corporation, whether friendly or unfriendly. The procedural requirements of the control share acquisition statute could render approval of any control share acquisition difficult in that the transaction must be authorized at a special meeting of shareholders, at which a quorum is present, by the affirmative vote of the majority of the voting power represented and by a majority of the portion of such voting power excluding interested shares. Any corporate defense against persons seeking to acquire control may have the effect of discouraging or preventing offers which some shareholders might find financially attractive. On the other hand, the need on the part of the acquiring person to convince our shareholders of the value and validity of the offer may cause such offer to be more financially attractive in order to gain shareholder approval.
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Ohio has also enacted Chapter 1704, a “merger moratorium” statute. The merger moratorium statute provides that, unless a corporation’s articles of incorporation or regulations otherwise provide, an “issuing public corporation” (which definition we meet) may not engage in a “Chapter 1704 transaction” for three years following the date on which a person acquires more than 10% of the voting power in the election of directors of the issuing corporation, unless the Chapter 1704 transaction is approved by the corporation’s Board of Directors prior to such voting power acquisition. A person who acquires such voting power is an “interested shareholder”, and “Chapter 1704 transactions” involve a broad range of transactions, including mergers, consolidations, combinations, liquidations, recapitalizations and other transactions between an issuing public corporation and an interested shareholder if such transactions involve 5% of the assets or shares of the issuing public corporation or 10% of its earning power. After the initial three year moratorium, Chapter 1704 prohibits such transactions absent approval by disinterested shareholders or the transaction meeting certain statutorily defined fair price provisions. One significant effect of Chapter 1704 is to encourage a person to negotiate with the Board of Directors of a corporation prior to becoming an interested shareholder.

Ohio also has enacted a “greenmailer disgorgement” statute which provides that a person who announces a control bid must disgorge profits realized by that person upon the sale of any equity securities within 18 months of the announcement.

In addition, Section 1701.59 of the OGCL provides that, in determining what a director reasonably believes to be in the best interests of the corporation, such director may consider, in addition to the interests of the corporation’s shareholders, any of the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the State of Ohio and the United States, community and societal considerations and the long-term as well as the short-term interests in the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.

The overall effect of these statutes may be to render more difficult or discourage the removal of incumbent management or the assumption of effective control by other persons.

First Financial’s Shareholder Rights Plan. Each Common Share issued includes one “right” (the “Right”). Under the “shareholders rights plan” pursuant to the Rights Agreement, the Rights actually will be distributed only if one or more of certain designated actions involving the common shares occur. In the event of such a distribution, each Right would entitle a holder of common shares to purchase, at an exercise price as set forth in the shareholders rights plan, share or shares of the Company. In addition, upon the occurrence of certain other events, each Right holder would be entitled to receive common shares of any acquiring company worth two times the exercise price of the Right.

The adoption of the Rights plan by the Company has no financial effect on the Company, is not dilutive to holders of common shares, is not taxable to the Company or to its shareholders and will not change the way in which our common shares are traded. Rights are not exercisable until distributed, and all Rights will expire at the close of business on December 6, 2008, unless earlier redeemed by the Company. The issuance of Rights, however, may have certain anti-takeover effects and possible disadvantages. The Rights will cause substantial dilution to a person or a group who attempts to acquire us or a significant common share ownership interest without conditioning the offer on the Rights being redeemed or a substantial number of Rights being acquired. Accordingly, an acquiring entity might decide not to acquire us or such an interest even though individual shareholders may view such an acquisition favorably. In addition, to the extent that issuance of the Rights discourages takeovers that would result in a change in our management or Board of Directors, such a change would be less likely to occur. The Board of Directors believes, however, that the advantages of discouraging potentially discriminatory and abusive takeover practices outweigh any potential disadvantages of the Rights. The Rights should not interfere with any merger or any business combination approved by the Board of Directors. The Rights are designed to protect shareholders against unsolicited attempts to acquire control of the Company, whether through accumulation of common shares in the open market or partial tender offers that do not offer a fair price for all shareholders.
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Effectiveness of the Proposed Amendment

If shareholders approve the Proposed Amendment, First Financial will file an amendment to its Articles of Incorporation with the Ohio Secretary of State as soon as practicable following the Special Meeting. The Proposed Amendment would become effective at the time the Articles amendment is filed.

DESCRIPTION OF COMMON SHARES

For purposes of this section, the terms “we,” “our” and “us” refer only to First Financial and not its subsidiaries.

The following description of our common shares, without par value, or “common shares,” is a summary only and is subject to applicable provisions of the Ohio General Corporation Law, as amended (the “OGCL”), and to our amended and restated articles of incorporation (“Articles”) and our amended and restated regulations (“Regulations”). You should refer to, and read this summary together with, our Articles and Regulations to review all of the terms of our common shares.
Our Articles provide that we may issue up to 160 million common shares, without par value. As of October 28, 2008, the voting record date, 37,476,607 of our common shares were issued and outstanding. All outstanding common shares are fully paid and nonassessable. Our common shares are listed on the Nasdaq Global Select Market under the symbol “FFBC”.

As discussed earlier, our Articles currently do not authorize the issuance of preferred stock.

Voting Rights. Each holder of common shares is entitled to cast one vote for each common share held of record on all matters submitted to a vote of shareholders, including the election of directors. The Board of Directors is divided into three classes as nearly equal in size as the total number of directors constituting the Board permits. The number of directors may be fixed or changed from time to time by the shareholders or the directors as discussed below, but, in any event, can be no less than nine and no more than twenty-five. Our directors are elected to three-year terms, with the term of office of one class expiring each year. Our shareholders annually elect only one of the three classes. This method of election could be considered an impediment for a takeover of control of the Company by third parties.

The size of the Board can be increased or decreased at any time by: (a) the affirmative vote of two-thirds of the whole authorized number of directors, or (b) the affirmative vote of the holders of at least two-thirds of the outstanding voting power of the Company at a meeting of shareholders, at which a quorum is present, called for the purpose of electing directors. The Company’s Board of Directors may not, under provisions of the Regulations, increase the authorized number of directors by more than three positions during any period between annual meetings.

As permitted by law, the Articles provide that the holders of common shares do not have preemptive rights or the right to exercise cumulative voting in the election of directors.

Dividends, Liquidation and Other Rights. Holders of common shares are entitled to participate equally in dividends or other distributions when, as and if declared by the Board of Directors out of funds legally available therefore. Subject to certain regulatory restrictions, dividends may be paid in cash, property or common shares, unless the Company is insolvent or the dividend payment would render it insolvent.
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Holders of our common shares have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our securities. Our Board of Directors may issue additional common shares or rights to purchase common shares without the approval of our shareholders.

Transfer Agent and Registrar. Subject to compliance with applicable federal and state securities laws, our common shares may be transferred without any restrictions or limitations. The transfer agent and registrar for our common shares is Registrar and Transfer Company.
PROPOSAL NO. 2 - ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING
(Item 2 on Proxy Card)

A proposal will be submitted to shareholders at the Special Meeting to approve the adjournment or postponement of such Meeting, if necessary, to solicit additional proxies in the event (a) there are not sufficient votes at the time of the Special Meeting to adopt Proposal No. 1, or (b) a quorum is not present at the time of the Special Meeting. Any adjournment or postponement of the Special Meeting may be made without notice, other than by an announcement made at the Special Meeting. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use.
Your Board of Directors recommends that you vote “FOR” proposal No. 2.
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PRINCIPAL SHAREHOLDERS

The table below identifies all persons known to ~~the Corporation~~us to own beneficially more than 5% of ~~the Corporation’s~~our outstanding common shares.

Name and Address Amount and Nature of Beneficial Percentage
of Beneficial Owner Ownership of Common Shares of Class
First Financial Bank, National Association
300 High Street
Hamilton, Ohio 45012-0476 4,678,702 (1) 12.52 %

Barclays Global Investors, NA
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, California 9410

Barclays Global Investors, LTD
1 Royal Mintt Court
London, EC3N 4HH 2,187,508 (2) 5.85 %

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Shares		Percentage of Class
First Financial Bank, National Association 300 High Street Hamilton, Ohio 45012-0476		4,062,546 (1)		10.84%

Barclays Global Investors, NA Barclays Global Fund Advisors 45 Fremont Street San Francisco, California 94105

Barclays Global Investors, LTD 1 Royal Mint Court London, EC3N 4HH		2,353,399 (2)		6.28%

(1)

Information based upon most recent Form 13F and Schedule 13G filed ~~on February 14, 2008.~~with the SEC. These shares are held by the trust department of First Financial Bank, National Association (“First Financial Bank”) (the “Trustee”) in its fiduciary capacity under various agreements. Includes shares where the Trustee has sole voting power, ~~for 4,642,479 shares,~~ shared voting power, ~~for 24,749 shares,~~ sole dispositive power ~~for 1,542,699 shares~~ and shared dispositive ~~power for 2,356,786 shares. Officers~~power. Our officers and directors ~~of the Corporation~~ disclaim beneficial ownership of the common shares beneficially owned by the Trustee. Included in the foregoing shares are ~~24,474~~common shares that are directly owned by certain directors and executive officers of First Financial and are reported in the following table showing shareholdings of directors, executive officers, and nominees for director.


(2)		Information based upon ~~Schedules~~most recent Form 13F and Schedule 13G filed ~~on February 5, 2008.~~with the SEC. Includes shares beneficially owned as ~~follows:~~by Barclays Global Investors, ~~(1,177,417 shares);~~ Barclays Global Fund Advisors, ~~(978,665 shares);~~ and Barclays Global Investors, ~~LTD (31,426 shares).~~LTD. Other related interests with no beneficial ownership, include Barclays Global Investors Japan Trust and Banking Company LTD, Barclays Global Investors Japan Limited, Barclays Global Investors Canada Limited, Barclays Global Investors Australia Limited, and Barclays Global Investors (Deutschland) AG.

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SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS
~~AND NOMINEES FOR DIRECTOR~~

As of ~~March 3,~~October 28, 2008, ~~the~~our directors ~~of the Corporation, including the two nominees for election as directors, the~~and executive officers ~~of the Corporation named in the Summary Compensation Table~~ who are not also directors, and all of our executive officers and directors ~~of the Corporation~~ as a group, beneficially owned common shares of ~~the Corporation~~First Financial as set forth below.


		Amount and Nature of Beneficial Ownership
					Stock Options
		Common Shares			Exercisable		Total Common
		Beneficially			within		Shares
		Owned Excluding			60 Days of		Beneficially			Amount and Nature of Beneficial Ownership
Name	Position	Options (1)			Record Date (2)		Owned (1)		Position	Common Shares Beneficially Owned Excluding Options (1)		Stock Options Exercisable within 60 Days of Record Date (2)	Total Common Shares Beneficially Owned (1)

J. Wickliffe Ach	Director		4,500	(3)		—		4,500	Director	4,845	(3)	—	4,845
Donald M. Cisle, Sr.	Director		487,703	(4)		23,521		511,224	Director	489,025	(4)	23,521	512,546
Claude E. Davis	Director and CEO		127,828	(7)		102,948		230,776	Director and CEO	127,828	(7)	192,948	320,776
Corinne R. Finnerty	Director		31,048	(3)		23,521		54,569	Director	32,205	(3)	23,521	55,726
Murph Knapke	Director		45,397	(5)		17,326		62,723	Director	46,553	(5)	17,326	63,876
Susan L. Knust	Director		12,298	(6)		8,663		20,961	Director	17,604	(6)(8)	8,663	26,267
William J. Kramer	Director		11,995	(5)		8,663		20,658	Director	12,681	(5)	8,663	21,344
Richard E. Olszewski	Director		17,603	(3)		8,663		26,266	Director	18,558	(3)	8,663	27,221
Barry S. Porter	Director		35,137	(5)		17,326		52,463	Director	36,294	(5)	17,326	53,620
J. Franklin Hall	EVP and CFO		24,530	(7)		53,695		78,225	EVP and CFO	24,530	(7)	53,695	89,450
C. Douglas Lefferson	EVP and COO		56,371	(7)		90,721		147,092	EVP and COO	56,371	(7)	89,450	145,821
Samuel J. Munafo	EVP, Banking		78,635	(7)		74,529		153,164	EVP, Banking	78,304	(7)	66,905	145,821
Gregory A. Gehlmann	SVP, CRO & Gen Counsel		15,381	(7)		18,848		34,235	SVP & Gen Counsel	15,381	(7)	21,698	37,079
All executive officers, directors and nominees as a group (15 persons)			963,621	(7)		460,772		1,424,393

All executive officers and directors as a group (15 persons)										974,082	(7)	532,379	1,521,803

(1)

Includes shares held in the name of spouses, minor children, trusts and estates as to which beneficial ownership may be disclaimed.

At ~~March 3,~~October 28, 2008, the only director or executive officer who owned at least 1% of ~~the Corporation’s~~our common shares was Donald Cisle, Sr. who beneficially owned ~~533,073~~512,546 shares or 1.36%. However, all of the directors and executive officers as a group (16 persons) beneficially owned approximately ~~3.81%~~4.00% of ~~the Corporation’s~~our outstanding common shares. Percent ownership numbers are computed based on the sum of ~~(i)~~(a) 37,363,698 common shares outstanding on ~~March 3,~~October 28, 2008 and (b) the number of common shares to which the group has the right to acquire beneficial ownership upon the exercise of options which are currently exercisable or will first become exercisable within 60 days after ~~March 3,~~October 28, 2008. Fractional shares are rounded to the nearest whole number.

(2)

All ~~460,772~~532,379 options have a strike price above the closing price of ~~First Financial Common Stock~~our common stock on ~~March 3,~~October 28, 2008, which was ~~$11.42~~$12.64 per share.

(3)

Includes ~~4,035~~2,692 restricted shares that vest 1/3 equally over a three-year period beginning May 1, 2008. Director retains voting and dividend rights. ~~See “Board Compensation.”~~At October 28, 2008, 1,343 shares had vested.

(4)

Of these shares, 458,850 are owned by Seward-Murphy Inc. of which Mr. Cisle, Sr. has sole voting and investment power for 201,894 shares and shared voting power for 256,668 shares.

(5)

Includes ~~3,766~~1,258 restricted shares that vest 1/3 equally over a three-year period ~~beginning~~that began April 25, 2007. Director retains voting and dividend rights. At ~~March 3,~~October 28, 2008, ~~1,254~~2,508 shares had vested. ~~See “Board Compensation.”~~

(6)

Ms. Knust shares voting and investment power for ~~1,463~~1,525 shares which are held by K.P. Properties of Ohio LLC, of which Ms. Knust and her husband are the only two members.

(7)

Includes restricted shares (Davis ~~— 87,400;~~- 72,225; Hall ~~— 15,000;~~- 12,375; Lefferson ~~—22,750:~~-18,650: Munafo ~~— 17,865;~~- 15,390; Gehlmann ~~— 14,100;~~- 11,700; and all executive officers as a group (7) ~~— 168,115)~~- 145,780) subject to a four year vesting schedule and certain performance triggers. ~~As of March 3, 2008, no shares had vested.~~ Officers retain voting and dividend rights. ~~See “Compensation Discussion and Analysis.”~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~
~~(Item 1 on Proxy Card)~~

(8)	Includes 4,455 restricted shares that vest 1/3 equally over a three-year period that began April 29, 2009. Director retains voting and dividend rights. At October 28, 2008, no shares had vested.

~~Our~~

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SPECIAL CAUTIONARY NOTICE

REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement which 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 us with the Securities and Exchange Commission, in press releases, and in oral and written statements made by or with our approval 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 us or our management or Board of ~~Directors currently consists~~Directors; and statements of ~~nine members, eight~~future economic performance and statements of ~~whom~~assumptions underlying such statements. Words such as “believes,” “anticipates,” “intends,” and other similar expressions are ~~non-employee directors. Our Regulations provide~~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 ~~Board of Directors shall consist of~~forward-looking statements include, but are not less than nine nor more than 25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors or by resolution of the shareholders at any annual or special meeting of shareholders. The Board of Directors has determined that the Board shall consist of ten members. Steven C. Posey, resigned from the board of directors on February 7, 2008. Mr. Posey has generously given valuable years of guidance and service to the Corporation and its subsidiary banks. His enthusiasm and wit will be missed. His position as a Class I director will remain vacant as the Corporation conducts a search to fill the vacancy. Any vacancy may be filled by the Board of Directors in accordance with law and the Corporation’s Regulations for the remainder of the full term of the vacant directorship. However, pursuant to recently adopted corporate governance principles, any new director appointed to fill a vacancy will be put up for election to fill the remaining term at the next meeting of shareholders after his/her appointment.limited to:

Our Board has approved the nomination of two persons as candidates for Class I Directors, each for a three-year term. The terms of the remaining directors in Classes II and III will continue as indicated below. It is intended that the accompanying Proxy will be voted for the election of Claude E. Davis and Susan L. Knust, both incumbent directors. The Corporate Governance and Nominating Committee recommended both nominees to the Board of Directors, which approved the two nominees. In the event that any one or more of such nominees becomes unavailable or unable to serve as a candidate, the accompanying Proxy will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The two nominees for Class I Directors receiving the most votes at the Annual Meeting will be elected as Class I Directors.

~~The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees.~~

Set forth below is certain information concerning the Corporation’s nominees and directors. For information regarding ownership of shares of the Corporation by nominees and directors of the Corporation, see “Shareholdings of Directors, Executive Officers and Nominees for Director” above. There are no arrangements or understandings between any director or any nominee, and any other person pursuant to which such director or nominee is or was nominated to serve as director.

	§	management’s ability to effectively execute its business plan;

	§	~~Position with Corporation and/~~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 ~~Principal~~	~~Director~~a reduced demand for credit, including the resultant effect on First Financial’s loan portfolio and allowance for loan and lease losses;
~~Name and Age (1)~~		~~Occupation or Employment For the Last Five Years~~	~~Since~~

~~Nominee Class I Directors — Terms Expiring in 2011:~~
	§				the ability of financial institutions to access sources of liquidity at a reasonable cost;
~~Claude E. Davis~~ 47		President and Chief Executive Officer of the Corporation since October 1, 2004; Director and Chairman of the Board of First Financial Bank, N.A., Hamilton, Ohio; former Director of Community First Bank & Trust, Celina, Ohio, and Sand Ridge Bank, Schererville, Indiana; Senior Vice President, Irwin Financial Corporation and Chairman of Irwin Union Bank and Trust, Columbus, Indiana, from May 2003 until September 2004; President, Irwin Union Bank and Trust, from 1996 until May 2003.		~~2004~~

~~Susan L. Knust~~ 54		Managing Partner of K.P. Properties of Ohio LLC (industrial real estate); Managing Partner of Omega Warehouse Services LLC (public warehousing); former President of Precision Packaging and Services, Inc; Director of Middletown Regional Health System, Middletown, Ohio; Director of First Financial Bank, N.A., Hamilton, Ohio.		~~2005~~

~~Class II Directors — Terms Expiring in 2009:~~
	§				the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates;
~~Murph Knapke~~ 60		Partner of Knapke Law Office, Celina, Ohio; Director of First Financial Bank, N.A., Hamilton, Ohio; former Director and Chair of Community First Bank & Trust, Celina, Ohio. Mr. Knapke is Vice Chair of the Corporation’s Board.		~~1983~~

~~William J. Kramer~~ 47		Vice President and General Manager, Val-Co Pax Inc, Coldwater, Ohio (since 2002); previously president of Pax Steel Products, Inc. from 1984-2002 (predecessor corporation to Val-Co.); employed by Deloitte & Touche, LLP, Dayton, Ohio from 1982-1984. Director of First Financial Bank, N.A., Hamilton, Ohio.		~~2005~~

~~Barry S. Porter~~ 70		Retired Chief Financial Officer/Treasurer of Ohio Casualty Corporation (insurance holding company) and its affiliated companies; Director of First Financial Bank, N.A., Hamilton, Ohio; independent consultant. Currently an elected member of council and mayor of the City of Wyoming, Ohio. Mr. Porter is Chairman of the Corporation’s Board.		~~1988~~

~~Class III Directors — Terms Expiring in 2010:~~
	§	technology changes; mergers and acquisitions;

~~J. Wickliffe Ach~~ 59	§	~~President~~the effect of changes in accounting policies and ~~CEO of Hixson Inc, Cincinnati, Ohio, an architectural engineering firm since 1983. Directors of First Financial Bank, N.A., Hamilton, Ohio.~~		~~2007~~	practices;

	§	adverse changes in the securities markets;

~~Donald M. Cisle, Sr.~~ 53	§	~~President~~the cost and effects of ~~Don S. Cisle, Sr. Contractor, Inc. (construction contractor); Director~~litigation and of ~~First Financial Bank, N.A., Hamilton, Ohio.~~		~~1996~~	unexpected or adverse outcomes in such litigation; and

	§	First Financial’s success at managing the risks involved in the foregoing.

Such forward-looking statements are meaningful only on the date when such statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such a statement is made to reflect the occurrence of unanticipated events.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov

Any person, including any beneficial owner, to whom this proxy statement is delivered, may request copies of proxy statements or other information concerning us, without charge, by written or telephonic request directed to:

First Financial Bancorp.

4000 Smith Rd., Suite 400

Cincinnati, OH 45209

Telephone: (513) 979-5837

Attention: Investor Relations

- 22 -

INCORPORATION OF FINANCIAL INFORMATION

The following financial statements and other portions of First Financial's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC on February 27, 2008 (the "Form 10-K"), and the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, as filed with the Commission on November 3, 2008 (the "Form 10-Q") are incorporated by reference herein:

	§	financial statements and supplementary financial information of First Financial appearing in Part II, Item 8 to the Form 10-K and in Part I, Item 1 of the Form 10-Q;

~~Corinne R. Finnerty~~ 51	§	~~Partner~~management's discussion and analysis of financial condition and results of operations appearing in ~~law firm~~Part II, Item 7 of ~~McConnell Finnerty Waggoner PC, North Vernon, Indiana (trial attorney); Director~~the Form 10-K and Part I, Item 2 of ~~First Financial Bank, N.A., Hamilton, Ohio; former Director and Chair of CPX, Inc., North Vernon, Indiana; former Director of Heritage Community Bank, Columbus, Indiana.~~	~~1998~~	the Form 10-Q;

	§	quantitative and qualitative disclosures about market risk appearing in Part II, Item 7A of the Form 10-K and Part 1, Item 3 of the Form 10-Q; and

~~Richard E. Olszewski~~ 58	§	~~Operator of two 7-Eleven Food Stores, Griffith, Indiana. Director of First Financial Bank, N.A., Hamilton, Ohio.~~	~~2005~~

~~(1)~~

~~Ages are listed as of December 31, 2007.~~

~~CORPORATE GOVERNANCE~~

~~General~~

The business and affairs of the Corporation are managed under the direction of the Board of Directors. Members of the Board are kept informed through discussions with the President and the Corporation’s other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. All members of the Board also served as directors of the Corporation’s subsidiary bank, First Financial Bank, N.A. during 2007.

~~Director Independence~~

The Board of Directors has determined that eight of its current nine members are independent directors as that term is defined under the rules of the Nasdaq Stock Market (the “Nasdaq”). The independent directors are J. Wickliffe Ach, Donald M. Cisle, Sr., Corinne R. Finnerty, William J. Kramer, Murph Knapke, Susan L. Knust, Richard E. Olszewski, and Barry S. Porter. Claude E. Davis is not independent because he is the president and chief executive officer of the Corporation.

To assist it in making determinations of independence, the Board has concluded that the following relationships are immaterial and that a director whose only relationships with the Corporation and its affiliates fall within these categories is independent:

	•		~~A loan made by the First Financial Bank to a director, his or her immediate family or an entity affiliated~~changes in and disagreements with ~~a director or his or her immediate family, or a loan personally guaranteed by such persons if such loan (i) complies with federal regulations~~accountants on ~~insider loans, where applicable;~~accounting and ~~(ii) is not classified by the bank’s credit committee or by any bank regulatory agency which supervised the bank as substandard, doubtful or loss;~~

	•		A deposit, trust, insurance brokerage, investment advisory, securities brokerage or similar client relationship between First Financial Bank or its subsidiaries and a director, his or her immediate family or an affiliate of his or her immediate family if such relationship is on customary and usual market terms and conditions;

	•		~~The employment by the Corporation or its subsidiaries of any immediate family member~~financial disclosure appearing in Part II, Item 9 of the ~~director if the associate serves below the level of a senior vice president;~~

	•		Purchases of goods or services by the Corporation or any of its subsidiaries from a business in which a director or his or her spouse or minor children is a partner, shareholder or officer, if the director, his or her spouse and minor children own five (5%) percent or less of the equity interests of that business and do not serve as an executive officer of the business; or

	•		Purchases of goods or services by the Corporation, or any of its subsidiaries, from a director or a business in which the director or his or her spouse or minor children is a partner, shareholder or officer if the annual aggregate purchases of goods or services from the director, his or her spouse or minor children or such business in the last calendar year does not exceed the greater of $200,000 or 5% of the gross revenues of the business.Form 10-K.

~~Pursuant~~

See “Where You Can Find More Information” on how to ~~its charter,~~request copies of these documents.

All documents filed with the Audit and Risk Management Committee reviews and ratifies all related transactions. Any loans to a director or a related interest are approved in accordance with banking laws. For a discussion of such relationships, see “—Other Business Relationships.”

~~BOARD COMPENSATION~~

~~Set forth below is a breakdown of fees paid to non-employee directors for the year ended December 31, 2007. Each component is discussed in detail below.~~

All Other
Fees Earned or Stock Compen-
Paid in Cash Awards sation Total
Name ($)(1)(2) ($) ($)(4) ($)
J. Wickliffe Ach $ 37,400 $ 20,000 (3) $ 3,386 $ 60,786
Donald M. Cisle, Sr. 38,150 20,000 (3) 3,025 61,175
Corinne R. Finnerty 39,250 20,000 (3) 3,423 62,359
Murph Knapke 42,250 19,374 (5) 3,109 64,733
Susan L. Knust 38,050 — 776 38,826
William J. Kramer 46,550 19,374 (5) 3,198 69,122
Richard E. Olszewski 40,550 19,374 (5) 3,450 63,809
Barry S. Porter 61,850 19,374 (5) 3,885 85,109
Steven C. Posey 26,300 — 586 26,836

~~(1)~~

~~Includes retainers, board and committee attendance fees, and retainers for committee chairs for both First Financial Bancorp and First Financial Bank.~~

~~(2)~~

Pursuant to the Corporation’s Director Fee Stock Plan, directors may elect to have all or any part of the annual retainer fee paid in the Corporation’s common shares. See also “ - Director Fee Plan.” This column includes shares purchased under such plan as follows:

Amount of Fees Used to
Name Purchase Common Shares
J. Wickliffe Ach $ 4,375
Donald M. Cisle, Sr. 13,200
Corinne R. Finnerty 13,200
Murph Knapke 13,200
Susan L. Knust 10,000
William J. Kramer 13,200
Richard E. Olszewski 13,200
Barry S. Porter 13,200
Steven C. Posey 15,000

~~(3)~~		Total value is computed utilizing the grant date market value for restricted stock awards. See Note 17 — Stock Options and Awards of the Corporation’s Annual Report on Form 10-K for additional information on SFAS No. 123R valuation methodology. Shares vest over a three-year period. See “ — Director Stock Plan.”

~~(4)~~		~~Includes taxes imposed on directors’ fees by the City of Hamilton, Ohio and dividends paid on unvested restricted stock awards (except Ms. Knust and Mr. Posey).~~

~~(5)~~		~~Based on the closing price of First Financial’s common shares as of the date of vesting (April 25, 2007) of $15.45 per share. A total of 1,254 shares vested.~~

~~Board/Committee Fees~~

Non-employee directors of the Corporation and First Financial Bank received (a) annual retainers of $10,000 and $10,000, respectively; and (b) $750 and $750 for each board and committee meeting attended, respectively. Committee chairs receive annual retainers of $2,000; however, the chair of the Audit and Risk Management Committee of the Corporation receives a $4,000 annual retainer. These chair retainers are to recognize the

~~All Board members are to limit their board membership on non-public/charitable organizations to no more than five.~~

~~REPORT OF THE COMPENSATION COMMITTEE~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that immediately follows this report. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2007.


~~Barry S. Porter, Chair~~ ~~J. Wickliffe Ach~~ ~~Donald M. Cisle, Sr.~~		~~Susan L. Knust~~ ~~William J. Kramer~~

~~EXECUTIVE COMPENSATION~~

~~COMPENSATION DISCUSSION AND ANALYSIS (CD&A)~~

~~Introduction~~

Discussed herein is the executive compensation philosophy that the Compensation Committee believes best supports the Corporation’s strategy. As such, the executive compensation program is intended to support the achievement of our business strategy while aligning each executive’s financial interests with those of shareholders.

~~Our core strategy is to:~~

	•		Follow a “People Led” strategy. Our primary competitive advantage must be our people. Their knowledge and expertise in providing financial products and commitment to exceptional service quality will be what separates us from competitors.

	•		~~Be an “Employer of Choice” for high performance associates in our various communities.~~

	•		~~Be a top quartile performer in both return and growth compared to our peers.~~

The following statement of philosophy is intended to serve as the foundation upon which our executive compensation program is structured and administered, and serve as a basis for guiding the continuing development and evolution of the program:

“The executive compensation philosophy of First Financial is to provide compensation opportunities to associates that are both market based and reflect the value delivered by the individual to the organization. The objectives of the executive compensation programs are to recruit, retain and incent the best talent in our industry to provide top quartile performance to all of our stakeholders on a consistent basis over the long-term.”

~~Philosophical Principles and Guidelines~~

~~Our executive compensation program seeks to:~~

~~support the creation of shareholder value along with the achievement of other key corporate goals and objectives~~

•		~~focus attention and appropriately balance both current priorities and our longer-term strategy~~

•		~~attract and retain top organizational contributors to ensure we have the caliber of executives needed to perform at the highest levels of the industry~~

•		~~provide a totally integrated program that is aligned with performance results in a cost effective manner~~

•		encourage teamwork and cooperation while recognizing individual contributions by linking variable compensation to Corporation and individual performance, based on position responsibilities and the ability to influence financial and organizational results

•		~~be designed and administered in a manner that achieves external competitiveness and internal equity~~

•		~~award compensation based on the performance of the individual and our company, and not as an entitlement based on position or tenure~~

•		~~demonstrate executives’ commitment to our corporation and shareholder value creation through executive stock ownership~~

•		~~be administered in an objective, consistent, fair, and fact-based manner~~

•		~~avoid payouts if the Corporation or individual fails to meet minimum acceptable performance standards~~

•		~~provide flexibility and some discretion in applying the compensation principles to appropriately reflect individual circumstances as well as changing business conditions and priorities~~

~~The total compensation mix attributable to the relative weighting of each element reflects the competitive market and our priorities~~

		~~— As such, the mix of pay may be adjusted from time to time to best support our immediate and longer-term objectives~~

		~~— As associates move to higher levels of responsibility with greater ability to influence our results, the percentage of pay at risk generally increases~~

~~Process~~

Throughout the year, the Compensation Committee meets with the Chief Executive Officer and other executive officers to solicit and obtain recommendations with respect to the Corporation’s compensation programs and practices; however, the Committee makes the final determinations with respect to all forms of compensation for the executive officers of the Corporation, and no executive officer is part of the final deliberations and decisions impacting their own compensation. In reaching its decisions, the Committee considers recommendations from the Chief Executive Officer, utilizes information provided by the human resources department, and engages the services of an independent outside consultant with nationally recognized experience and credentials in public company compensation matters. During 2007, the services of Watson Wyatt were utilized. See also “—External Benchmarks.”

~~Components of Compensation~~

~~To achieve the above principles, our primary compensation program includes the following elements:~~

	•		~~base salary~~

	•		~~short-term performance-based incentive compensation~~

	•		~~long-term equity incentive compensation~~

	•		~~stock options — time-based~~

	•		~~restricted stock — time and performance-based~~

	•		~~retirement and other benefits~~

	•		~~perquisites and other personal benefits~~

These elements of compensation have been chosen to create a flexible package that reflects the long-term nature of the banking business and can reward both short and long-term performance of the Corporation and individual. Each element is discussed below.

~~Base Salaries~~

	•		~~provide a level of financial security that is appropriate for the executive’s position within our corporation~~

	•		are a function of the competitive labor market for specific positions in the organization and recognize the relative value an individual’s work brings to the Corporation, in addition to how well the executive is executing the position’s responsibilities

	•		~~are generally targeted at the 50~~^th ~~percentile of the relevant labor market with an appropriate range to recognize experience, performance and contributions, and other relevant circumstances~~

	•		are reviewed at least annually and adjusted, as appropriate, to reflect changes in the labor market in addition to factors such as individual performance, range of responsibilities, value, experience and contribution to the organization

	•		~~except for Claude Davis, whose base salary was not increased from 2006 to 2007, the named executives received a 3% increase in their base salaries for 2007~~

~~Non-Equity Incentive Awards — Performance Based (Short-Term Incentive Plan)~~

	•		~~Annual incentives serve as a key mechanism of adjusting pay levels to reflect company wide short-term performance, thereby ensuring affordability and a competitive return to shareholders~~

	•		~~Variable incentive pay must be earned annually which downplays entitlement and emphasizes pay for performance~~

	•		~~Annual incentives will reward executives for annual financial performance and achievement of established corporate objectives~~

	•		~~Annual non-equity incentives are made by the Committee at a meeting in April of each year~~

	•		In March 2007, the Compensation Committee approved parameters of the Short-Term Incentive Plan. All of the Corporation’s associates, including the Corporation’s Named Executive Officers, participate in the plan. The Short-Term Incentive Plan went in effect beginning with fiscal 2006. Under the plan, a target percentage is established for each participant at the beginning of each fiscal year, based upon median competitive award levels for short-term incentive compensation within the financial services industry. The target percentage, after being adjusted for performance as described below, is applied to gross wages paid for the fiscal year.

			For the 2007 Short-Term Incentive Plan, two performance measures, return on equity (“ROE”) and growth in earnings per share (“EPS”), were used to determine the actual awards under the plan. In April 2007, the Compensation Committee established threshold, target and maximum ROE levels based upon the performance of publicly traded bank holding companies of between $3-10 billion in asset size as published by SNL Financial. In addition, the Compensation Committee established threshold, target and maximum EPS growth levels based upon reasonable growth expectations for the Corporation. At the end of fiscal 2007, the amount of the target percentage was multiplied by a factor ranging from zero times the target percentage (for performance at or below the threshold ROE) up to two times the target percentage (for performance at or above the maximum ROE). After adjusting the target percentage based upon ROE performance (the “Adjusted Percentage”), the amount of the Adjusted Percentage was further modified based upon EPS growth. The EPS modifier ranged from a 20% reduction to the Adjusted Percentage (for performance at or below the threshold EPS growth rate) to a 20% increase to the Adjusted Percentage (for performance at or above the maximum EPS growth rate). After applying the EPS modifier to the Adjusted Percentage, the resulting percentage was applied to gross wages paid for the fiscal year to determine the actual award. The 2007 plan targets were ROE of 13% and EPS of $1.00 per share. In 2007, the Corporation had a ROE of 12.73% and an EPS of $0.93 per share.

			The 2007 short-term incentive target percentages for Messrs. Davis, Lefferson, Hall, Munafo and Gehlmann were 50%, 40%, 40%, 35% and 40% of base salary, respectively. Based on the performance of the Corporation, the executives received approximately 78% of their bonus targets pursuant to the 2007 Short Term Incentive Plan. In addition, the Compensation Committee approved additional bonuses to Messrs. Hall and Gehlmann of $18,250 and $13,100, respectively, due to their additional responsibilities in 2007 (Wealth Resource Group and Risk Management, respectively). Furthermore, the target bonus percentage for Messrs. Hall and Gehlmann was increased from 35% and 30% of base salary, respectively, to both at 40% of base salary.

~~Long-Term and Stock Based-Incentives~~

	•		~~serve as a means of attracting, retaining and rewarding executives who are in a position to most directly influence the longer-term success of the Corporation~~

	•		~~balance short-term decision making with a long-term perspective, thereby encouraging decisions that have a positive impact on long-term shareholder value creation and our company as a whole~~

	•		support our capital structure and strategy taking into consideration both Corporation and executive perspectives, and provide a source of executive capital accumulation commensurate with value created for shareholders

	•		~~are generally targeted to approximate the median competitive market practices, taking into consideration internal equity and the organizational structure~~

	•		~~as earned are a function of long-term financial and operational results relative to company objectives and industry performance~~

	•		~~may be awarded in cash, equity or some combination to address Corporation objectives and executive stock ownership~~

	•		~~all equity awards will be made at or above the market price at the time of grant~~

	•		for 2007 grants were approximately 120% of base salary for Mr. Davis, 50% of base salary for Mr. Lefferson and 40% of base salary for Messrs. Hall, Munafo and Gehlmann; consisting of approximately 50% stock options and 50% restricted stock grants — in addition, in April 2007 the Committee approved additional grants of restricted stock to these individuals to recognize their efforts in the successful restructuring of the Corporation over a number of years to position it for future growth and lower operating expenses. These awards vest over a four-year period and are subject to performance triggers. See also “Summary Compensation Table” and Outstanding Equity Awards at Fiscal Year End.”

	•		~~Annual awards of equity compensation are made at a Committee meeting in the beginning of each year~~

	•		Newly hired executives may receive new hire bonus equity awards. If such awards are granted, they are received on the last business day of the quarter in which they are hired and such awards are priced at market value on that date

	•		The 1999 Stock Incentive Plan provides for incentive compensation to our executive officers tied to the enhancement of shareholder value. Under the 1999 Stock Incentive Plan, the Compensation Committee reviewed and approved in April 2007 stock option grants and restricted stock awards for the Named Executive Officers. The option exercise price and the value of restricted shares are determined based on the fair market value of the stock at the close of business on the date of grants. The Compensation Committee reviewed management’s recommendation on the amount of the stock option grants and restricted stock awards based on market practice, the officer’s level in the organization, the performance of the Corporation, and a review of stock option grants and restricted stock awards made in prior years. After discussing and modifying the recommendations, the awards are ratified. Beginning in 2005, vesting of restricted shares vest over a four-year period and are subject to performance triggers and beginning in 2005, options vest over a four-year period. These awards are discussed elsewhere in this Proxy Statement at “Summary Compensation Table” and “Grants of Plan-Based Awards.”

~~Non Performance Based Benefits~~

	•		~~The benefits program, in total, attempts to meet the essential needs of executives in a manner which is market competitive and cost-effective for both the executive and the Corporation~~

	•		Executives can participate in group medical and life insurance programs and a percentage match by the Corporation under the 401(k) plan, and a cash balance or final pay average formula defined benefit plan, which are generally available to all of our associates on a non-discriminatory basis. The benefits will serve to protect executives and their families against financial risks associated with illness, disability and death and will provide financial security during retirement through a combination of personal savings and Corporation contributions, taking advantage of tax-deferral opportunities where permitted

	•		The Named Executive Officers also receive certain fringe benefits, such as participation in the SERP and Deferred Compensation Plan. In addition, the Named Executive Officers are reimbursed for business-related expenses they incur, receive a monthly car allowance, some are reimbursed for club memberships, long term disability, and are entitled to up to $2,000 reimbursement for tax/investment advice. Furthermore, relocation benefits are available for qualifying executives. Management believes that the costs of reimbursement of such expenses and allowances constitute ordinary and necessary business expenses that facilitate job performance and minimize work-related expenses incurred by the Named Executive Officers. Finally, biennial (annual after 50) physical examinations are available to senior officers in hopes of ensuring the continued health of key managers and executives of the Corporation. Those approved benefits that are not business-related, however, are paid/reimbursed but taxed as a personal benefit.

	•		Employment agreements provide added benefits to the Named Executives in event of a change-in-control and/or termination for other than cause. See “—Employment Agreements” and “Other Potential Post-Employment Payments.”

~~External Benchmarks~~

In evaluating the levels of compensation, the Compensation Committee also utilizes the services of Watson Wyatt, an independent compensation consulting firm. Watson Wyatt presents information from survey resources available to Watson Wyatt in addition to information from a customized proxy analysis of similarly sized publicly-traded financial services/banking organizations. In evaluating the market date provided by Watson Wyatt, the committee will also consider:

•		The primary labor market peer group against which executive compensation and performance is benchmarked (generally comprised of companies with a financial services/banking industry focus and of a similar asset size to ensure market competitiveness)

•		Companies representative of the broader general industry population may provide appropriate compensation benchmarks for certain positions that are not specific to the financial services/banking industry

•		Pay opportunities are established based on median market practices. Actual compensation earned should reflect overall performance of the Corporation so that in years of strong performance, executives may earn higher levels of compensation as compared to executives in similar positions of responsibility at comparative companies. Conversely, in years of below average performance, executives may be paid below average compensation.

~~Employment Agreements~~

~~The Corporation has employment agreements with each of the Named Executive Officers currently employed by the Corporation as described below.~~

~~Employment Agreement with Mr. Davis~~

In 2004, the Corporation entered into an agreement with Mr. Davis. The agreement was amended and restated on August 24, 2006 (the “Agreement”). The initial term of the Agreement was for one year from the commencement of Mr. Davis’s employment on October 1, 2004 (the “Commencement Date”). The Agreement automatically renews for successive one-year periods after the initial term, unless and until terminated in accordance with the terms of the Agreement. The Agreement provides that Mr. Davis will receive an annual salary, incentive awards, non-incentive related compensation (including executive benefits/perquisites), and broad-based

~~employee benefits as determined from time-to-time by the Board. Mr. Davis’s annual base salary was not increased in 2006 and remained at $450,000.~~

Pursuant to the agreement and in connection with his initial hiring, Mr. Davis was entitled to a bonus of $33,000 on each of the first three anniversaries of his employment, ending October 1, 2007. Furthermore, pursuant to the Agreement, Mr. Davis received (i) a stock option grant, subject to the terms of the Corporation’s 1999 Stock Incentive Plan, for 50,000 shares of the Company’s common shares that vested on October 1, 2005 with an exercise price equal to the fair market value on the date of grant; and (ii) a restricted stock award, subject to the terms of the stock plan, for 35,000 shares of the Corporation’s common shares (17,500 vested on October 1, 2005, 8,750 vested on October 1, 2006, and 8,750 vested on October 1, 2007).

~~Termination. Mr. Davis’s employment with the Corporation:~~

	•		~~Will terminate automatically upon his death;~~

	•		~~May be terminated either by the Corporation or Mr. Davis at the end of the agreement’s initial term or any renewal term upon 90 days prior written notice from either of them to the other;~~

	•		May be terminated by Mr. Davis at any time for “Good Reason,” meaning the occurrence, without Mr. Davis’s consent, of a significant reduction in his base salary or his authority or responsibilities as set forth in the Agreement;

	•		~~May be terminated by the Corporation immediately upon notice to Mr. Davis at any time for Cause, as defined in the Agreement; or~~

	•		~~May be terminated by the Corporation immediately upon notice to Mr. Davis at any time if he is then under a Long-Term Disability, as defined in the Agreement.~~

~~Severance. If Mr. Davis’s employment is terminated as follows:~~

	•		~~By the Corporation, without Cause (as defined in the Agreement), by providing 90 days written notice prior to the end of the Agreement’s initial term or any renewal term;~~

	•		~~By the Corporation, without Cause, immediately upon notice to Mr. Davis at any time, if he is then under a Long-Term Disability, as defined in the Agreement; or~~

	•		~~By Mr. Davis at any time for “Good Reason,” as defined in the Agreement; and~~

~~Mr. Davis has provided the Corporation with a separate, written release and covenant not to sue; then Mr. Davis will be entitled to receive termination compensation equal to:~~

	•		~~compensation equal to 24 months of his Base Salary~~

	•		~~a termination bonus equal to twice the target payment under the Corporation’s Short-Term Incentive Bonus Plan for the calendar year in which the termination occurred;~~

	•		~~any additional bonuses not yet paid under the Agreement, and~~

	•		if the termination occurs within 12 months of a Change in Control as such term is defined in the Agreement, Mr. Davis will receive a payment equal to the present value of the death benefit he would have received under a Employee Split Dollar Agreement and calculated as if Mr. Davis died at age 75.

The termination compensation will be paid over a two-year Severance Period as such term is defined in the Agreement. Following any termination, should Mr. Davis elect COBRA coverage, the Corporation shall pay the premiums for the first 12 months of such coverage. Mr. Davis shall also be entitled to executive outplacement assistance with an agency selected by the Corporation in an amount not to exceed 5% of Mr. Davis’s base salary.

In the event the receipt of any payment under the Agreement, in combination with any other payments to Mr. Davis from the Corporation, will result in the payment by Mr. Davis of any excise tax under Section 280G and Section 4999 of the Internal Revenue Code (“Code”), the Corporation will pay to Mr. Davis an additional amount equal to the amount of such excise tax and the additional federal, state and local income taxes for which Mr. Davis

~~will be liable as a result of this additional payment. Furthermore, the Agreement is subject to the limitations of Section 409A of the Code.~~

~~Employment Agreements with Named Executive Officers Other than Mr. Davis~~

The Corporation is party to employment agreements with each of the Named Executive Officers other than Mr. Davis (each referred to as an “Officer”). Each agreement is for a term of one or two years. Unless and until terminated in accordance with the terms of the agreement, each agreement renews annually from and after the initial term unless the Corporation or the Officer gives three to six months prior notice of termination.

The agreements can be terminated upon the Officer’s death or disability; at the end of the initial term or any renewal term if not renewed upon six month’s prior written notice; for Cause, as defined in the agreements; or for “Good Reason,” meaning:

	•		~~a change in the duties of the Officer’s position or the transfer to a new position in violation of the terms of the agreement;~~

	•		~~a substantial alteration in the nature or status of the Officer’s responsibilities in violation of the agreement;~~

	•		~~a reduction in the Officer’s base salary;~~

	•		refusal by the Corporation or its successor to renew the term of the agreement for any reason prior to the Officer reaching his or her normal retirement date under the Corporation’s retirement plan; or

	•		~~a change in the Officer’s employment benefits in violation of the terms of the agreement.~~

Except as otherwise provided in the agreements, if the Officer is terminated for any reason other than Cause, and the Officer has provided the Corporation with a separate, written release and covenant not to sue in accordance with the agreement and does not revoke such release and covenant, then the Officer will be entitled to receive the following:

	•		~~The Officer’s base salary will be continued for a period of 12- 24 months from the date of termination of employment (such period being called the “Severance Pay Period”).~~

	•		~~During the Severance Pay Period, only medical and dental benefits continue.~~

	•		If, prior to the Officer’s date of termination, the Officer has participated in the Corporation’s Short-Term Incentive Plan for a complete calendar year, the Officer will receive a payment in one lump-sum in an amount equal to one or two times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the plan immediately preceding the calendar year in which the Officer’s date of termination occurs.

			~~Notwithstanding the above, if the employment of an Officer is terminated as follows:~~

By the Corporation, with Cause, the Officer will receive a payment in one lump-sum in an amount equal to one or two times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the Short-Term Inventive Plan immediately preceding the calendar year in which the Officer’s date of termination occurs.

If the Officer’s date of termination of employment is within 12 months after a change in control (as defined in the agreements), the Officer will receive a payment equal to: (A) with respect to shares subject to an option granted as of the time of the change in control under the Corporation’s 1991 and 1999 stock plans that the Officer cannot exercise due to the termination of employment, the difference between the fair market value of such common shares determined as of the date of termination of employment and the option exercise price, and (B) with respect to any restricted stock granted under the Corporation’s 1991 Stock Incentive Plan as of the time of the change in control which the Officer forfeits as a result of the termination of employment, the fair market value of such restricted shares determined as of the date of termination of employment and as if all restrictions had been removed.

If the receipt of any payments described above to the Officers (other than Mr. Munafo), in combination with any other payments to them, shall, in the opinion of independent tax counsel selected by the Corporation, result in liability for the payment by the Officer of any excise tax pursuant to Sections 280G and 4999 of the Code, the Corporation will pay to the Officer within 60 days of the date his or her employment terminates an additional amount equal to the amount of such excise tax and the additional federal, state, and local income taxes for which he or she will be liable as the result of this additional payment. Furthermore, the Agreements are subject to the limitations of Section 409A of the Code.

~~Confidentiality and Non-Competition~~

The Named Executive Officers, including Mr. Davis, are prohibited, at all times, from disclosing any confidential information, as defined in the agreements, except as required by law, and must return all confidential information to the Corporation upon termination of their employment. During the term of each Named Executive Officer’s employment and for a period of six months following termination of the officer’s employment for any reason other than by the Corporation for Cause (as defined in the agreements), the Named Executive Officer has agreed not to be employed by, serve as an officer or director of, consultant to, or advisor to any business that engages either directly or indirectly in commercial banking, savings banking, or mortgage lending in the geographic area of Ohio, Indiana, or Kentucky, or which is reasonably likely to engage in such businesses in the same geographic area.

~~Tax and Accounting Implications~~

~~Deductibility of Executive Compensation.~~Section 162(m) of the Code generally disallows a corporate tax deduction for annual compensation paid to executive officers to the extent that it exceeds $1,000,000. It is the policy of the Compensation Committee that compensation to executive officers should, in general, be structured to qualify for deductibility under Section 162(m). For those exceptional circumstances where executive compensation may exceed the deductible amount, the Corporation has adopted a deferred compensation plan which provides for the mandatory deferral of such excess compensation.

~~Nonqualified Deferred Compensation.~~On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. In April 2007, the IRS adopted final regulations with full compliance by December 31, 2008. The Corporation believes it is operating in good faith compliance with the statutory provisions which were effective January 1, 2005 and will amend a applicable plans and agreements within the prescribed time-frame to ensure compliance.

~~Accounting for Stock-Based Compensation.~~~~Beginning on January 1, 2006, the Corporation began accounting for stock-based payments in accordance with the requirements of Financial Accounting Standards Statement No. 123(R) (“FAS 123(R)”).~~

~~Incentive Stock Options~~. Federal income tax rules impose limits to the favorable tax treatment for incentive options. The limit is that no employee may hold incentive options that become exercisable in a single calendar year

whose total value exceeds $100,000. If this limit is exceeded, the “excess” above $100,000 becomes a non-qualified stock option and does not receive the favorable tax treatment described above. In the event options granted to the Named Executive Officers exceed the $100,000 limit, they automatically become non-qualified options.

~~Other Information~~

~~�� The Corporation currently does not have any stock ownership guidelines for executive officers.~~

~~Summary~~

The total compensation mix attributable to the relative weighting of each element reflects the competitive market and our priorities. As such, the mix of pay may be adjusted from time to time to best support our immediate and longer-term objectives. Generally, as associates move to higher levels of responsibility with greater ability to influence our results, the percentage of pay at risk may increase.

We believe our approach to executive compensation is a critical element to the successful attraction and retention of the right talent to effectively implement our strategic plan. We can apply multiple approaches and tactics but the key principles of market based compensation, adjusted for the value created by the individual and organizational performance should be the cornerstones of our philosophy. We believe the compensation packages provided to the Named Executive Officers are appropriate and consistent with our compensation philosophy.

~~SUMMARY COMPENSATION TABLE~~

The following Summary Compensation Table sets forth the compensation of Corporation’s Principal Executive Officer, Principal Financial Officer and the next three highest compensated executive officers. All of the executive officers named in the Summary Compensation Table are referred to hereafter as the “Named Executive Officers” for fiscal years 2007 and 2006.

Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year ($)(1) ($)(2) ($)(3) ($)(4) ($)(5) ($)(6) ($)(7) ($)
Claude E. Davis 2007 450,000 — 396,340 269,979 176,175 42,863 70,757 1,406,114
President & CEO 2006 440,769 — 277,146 299,232 — 31,549 57,998 1,106,694

C. Douglas Lefferson 2007 271,573 — 107,280 68,160 85,057 72,963 27,712 632,745
EVP and Chief 2006 262,404 — 67,284 73,440 — 60,162 29,787 493,077
Operating Officer

J. Franklin Hall 2007 230,583 18,250 70,030 46,406 72,219 24,170 22,932 484,590
EVP and Chief 2006 220,673 — 46,458 49,824 — 15,876 17,055 349,866
Financial Officer

Samuel J. Munafo 2007 235,707 — 67,050 47,373 64,596 241,756 25,762 682,244
EVP, Banking Markets 2006 228,461 — 48,060 50,976 — 110,352 32,891 470,740

Gregory A. Gehlmann 2007 235,707 13,100 67,050 47,373 73,823 13,138 18,780 468,971
SVP, Chief Risk 2006 219,327 — 44,856 47,520 — 10,971 19,197 341,871
Officer and General Counsel

	~~(1)~~		~~The dollar value of base salary (cash and non-cash) earned during the fiscal year.~~

	~~(2)~~		The dollar value of bonus (cash and non-cash) earned during the fiscal year. With respect to Mr. Davis, does not include $33,000 in both 2007 and 2006 paid pursuant to his employment agreement in connection with him joining the Corporation in 2004 and not tied to any performance during the periods. See also “ — Employment Agreements — Employment Agreement with Mr. Davis.” With respect to Messrs. Hall and Gehlmann in 2007, reflects increased responsibilities during the fiscal year (Wealth Resource Group and Risk Management, respectively).

	~~(3)~~		The aggregate grant date fair value of stock awards computed in accordance with FAS 123(R). In addition to vesting over a four year period, restricted stock awards do not vest unless the Corporation meets certain performance targets. For 2007, includes additional grants of restricted stock to these individuals to recognize their efforts in the successful restructuring of the Corporation over a number of years to position it for future growth and lower operating expenses (Davis — 8,000 shares; Lefferson — 2,500 shares; Hall -1,500 shares; Munafo — 1,200 shares; and Gehlmann — 1,200 shares). With respect to Mr. Davis, does not include the vesting of restricted stock awards (8,750 shares each in 2007 and 2006 at $13.59 and $15.91 per share, respectively, or $118,912 and $139,212, respectively) in connection with the Corporation hiring Mr. Davis in October 2004. See also “ — Employment Agreements — Employment Agreement with Mr. Davis.” During fiscal 2006, the Corporation did not reach its target and therefore one-fourth of the 2005 and 2006 awards did not vest in 2007, but may vest in subsequent years if performance targets are met. During 2007, the Corporation met its target and therefore one fourth of the 2005, 2006 and 2007 awards will vest in April 2008. See also “- Outstanding Equity Awards at Fiscal Year End.”

	~~(4)~~		~~The aggregate grant date fair value of option awards computed in accordance with FAS 123(R). Options vest over a four-year period. See also “Grants of Plan Based Awards.”~~

	~~(5)~~		The dollar value of all earnings for services performed during the fiscal year pursuant to awards under non-equity incentive plans and all earnings on any outstanding awards. Payouts under the 2007 short term incentive plan were approximately 78% of target and were paid in February 2008. No payouts were made under the 2006 short-term incentive plan as the Corporation did not meet the minimum performance metrics. See “Compensation Discussion and Analysis — Components of Compensation — Non-Equity Incentive Awards — Performance Based (Short-Term Incentive Plan)” and “Plan Based Awards.”

	~~(6)~~		The aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension plans (Employees’ Pension Plan and Supplemental Retirement Plan) (Employees’ Pension Plan only with respect to Mr. Gehlmann) from the plan measurement date used for financial statement reporting purposes with respect to the prior completed fiscal year to the plan measurement date used for financial statement reporting purposes with respect to the covered fiscal year (e.g., interest rate and mortality rate assumptions). Includes amounts which the named executive may not currently be entitled to receive because such amounts are not vested.

	~~(7)~~		All other compensation for the year that could not properly be reported in any other column. The column titled “Other” below includes long term disability, tax/investment advice (Messrs. Davis, Hall, and Lefferson), organization dues (Messrs. Davis and Munafo), and spouse travel to awards ceremony (Davis and Hall), of which none individually exceeded $10,000.

~~2007~~

Company Dividends
Match on
Under Split Dollar Unvested
Automobile 401 (k) Insurance Restricted
Name Allowance Plan Premiums Stock Other Total
Mr. Davis $ 9,000 $ 6,750 $ 895 $ 35,936 $ 18,176 $ 70,757
Mr. Lefferson 9,000 6,750 419 9,594 1,948 27,712
Mr. Hall 6,000 6,750 282 6,253 3,647 22,932
Mr. Munafo 8,400 6,750 955 7,871 1,786 25,762
Mr. Gehlmann 6,000 6,750 446 4,704 879 18,780

~~2006~~

Company Dividends
Match on
Under Split Dollar Unvested
Automobile 401 (k) Insurance Restricted
Name Allowance Plan Premiums Stock Other Total
Mr. Davis $ 9,078 $ 6,581 $ 2,254 $ 27,488 $ 12,597 $ 57,998
Mr. Lefferson 9,068 6,574 898 8,751 4,496 29,787
Mr. Hall 6,000 2,296 715 5,547 2,497 17,055
Mr. Munafo 8,686 6,853 2,863 6,399 8,090 32,891
Mr. Gehlmann 6,000 6,466 742 2,368 3,621 19,197

~~GRANTS OF PLAN-BASED AWARDS~~

The following table shows all individual grants of stock awards to the Named Executive Officers of the Corporation during the fiscal year ended December 31, 2007. Total value is computed utilizing the grant date market value for restricted stock awards and the grant date fair value in accordance with FAS 123(R)on stock option awards.

~~Estimated Future Payouts Under Equity Incentive Plans( 5)~~

All Other
Estimated All Other Option Awards: Exercise Grant Date
Future Payouts Stock Awards: Number of Or Fair Value
Under Non- No. of Securities Base Price of Stock
Grant Equity Incentive Target Shares of Stock Underlying of Option and Option
Name Date Plans (1) Threshold ($) Maximum or Units (#) (2) Options (#) Awards (3) Awards (4)
Davis 4/30/07 NONE N/A 666,319 N/A 26,600 $ 396,340
111,700 $ 14.90 269,979
Lefferson 4/30/07 NONE N/A 175,440 N/A 7,200 107,280
28,200 $ 14.90 68,160
Hall 4/30/07 NONE N/A 116,436 N/A 4,700 70,030
19,200 $ 14.90 46,406
Munafo 4/30/07 NONE N/A 114,323 N/A 4,500 67,050
19,600 $ 14.90 47,373
Gehlmann 4/30/07 NONE N/A 113,323 N/A 4,500 67,050
19,600 $ 14.90 47,373

	1.		~~Payouts under the 2007 Short Term Incentive Plan were made in February 2008 and are reported in the Summary Compensation Table.~~

	2.		Restricted shares vest over a four-year period and are subject to certain performance triggers. During 2007, the Corporation reached its target and therefore one-fourth of such awards will vest in April 2008. Additional shares may vest in subsequent years if performance targets are met.During 2007, the Corporation met its target and therefore one fourth of the 2005, 2006 and 2007 awards will vest in April 2008. See also Note 3 in the “Summary Compensation Table.” and “Outstanding Equity Awards at Fiscal Year End.”

	3.		~~Closing price of the Corporation’s common shares on the date of grant.~~

	4.		The grant date fair value of each stock option, calculated using the Black-Scholes option pricing model is $2.417. This reflects compensation costs recognized under FAS 123(R) in 2007. All options are granted at 100% of fair market value on the date of grant. The options are exercisable ratably over a four-year period (25% per year) commencing one year after the date of grant. In no event can options be exercised later than 10 years after the date of grant, provided that the optionee remains in the employment of the Corporation or its affiliates. The option exercise period may be shortened upon an optionee’s disability, retirement or death. Shares acquired upon option exercise must be held one year from the date of exercise.

	5.		The amounts of the estimated future payouts under the equity incentive plans column represent the opportunities in the event the Corporation meets certain targets pursuant to the terms of the stock awards. For 2007, grants were targeted at approximately 120% of base salary for Mr. Davis, 50% of base salary for Mr. Lefferson and 40% of base salary for Messrs. Hall, Munafo and Gehlmann. In addition, in April 2007 the Committee approved additional grants of restricted stock to these individuals to recognize their efforts in the successful restructuring of the Corporation over a number of years to position its for future growth and lower operating expenses. See “Summary Compensation Table”, Note 3.

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END~~

The following table represents stock options and restricted stock awards outstanding for each named executive officer as of December 31, 2007. All stock options and restricted awards have been adjusted for stock dividends and stock splits. The closing per share price of the Corporation’s stock on the last trading date of the fiscal year was $11.40.

Option Awards Restricted Stock Awards
Number of Number of Market Value of
Securities Securities Number of Shares or
Underlying Underlying Shares or Units of
Unexercised Unexercised Option Units of Stock That
Options Options Exercise Option Stock That Have Not
(#) (#) Price Expiration Have Not Vested Vested
Name Exercisable Unexercisable ($) Date (#) (1) ($)
Claude E. Davis 60,700 $ 691,980
50,000 0 $ 17.19 10/01/2014
42,049 42,051 (2 ) $ 17.51 04/18/2015
25,974 77,926 (3 ) $ 16.02 04/24/2016
0 111,700 (5 ) $ 14.90 04/30/2017
C. Douglas Lefferson 17,650 $ 201,210
1,271 0 $ 19.09 01/27/2008
4,201 0 $ 22.57 01/25/2009
1,574 0 $ 22.57 06/12/2010
12,127 0 $ 17.56 01/24/2010
10,500 0 $ 16.01 01/23/2011
10,000 0 $ 17.20 01/17/2012
10,000 0 $ 16.58 01/22/2013
2,500 0 $ 17.09 01/21/2014
12,499 12,501 (2 ) $ 17.51 04/18/2015
6,374 19,121 (3 ) $ 16.02 04/24/2016
0 28,200 (5 ) $ 14.90 04/30/2017
J. Franklin Hall 11,500 $ 131,100
6,772 0 $ 17.56 01/24/2010
5,250 0 $ 16.01 01/22/2011
5,000 0 $ 17.20 01/17/2012
10,000 0 $ 16.58 01/22/2013
2,500 0 $ 17.09 01/21/2014
7,149 7,151 (2 ) $ 17.51 04/18/2015
4,324 12,976 (3 ) $ 16.02 04/24/2016
0 19,200 (5 ) $ 14.90 04/30/2007

Option Awards Restricted Stock Awards
Number of Number of Market Value of
Securities Securities Number of Shares or
Underlying Underlying Shares or Units of
Unexercised Unexercised Option Units of Stock That
Options Options Exercise Option Stock That Have Not
(#) (#) Price Expiration Have Not Vested Vested
Name Exercisable Unexercisable ($) Date (#) (1) ($)
Samuel J. Munafo 11,150 $ 128,225
7,624 0 $ 19.09 01/27/2008
8,662 0 $ 22.57 01/25/2009
15,120 0 $ 17.56 01/24/2010
7,875 0 $ 16.01 01/22/2011
5,000 0 $ 17.20 01/17/2012
5,000 0 $ 16.58 01/22/2013
2,500 0 $ 17.09 01/21/2014
5,999 6,001 (2 ) $ 17.51 04/18/2015
4,424 13,276 (3 ) $ 16.02 04/24/2016
0 19,600 (5 ) $ 14.90 04/30/2017
Gregory A. Gehlmann 9,600 $ 109,440
5,699 5,701 (4 ) $ 18.63 06/21/2015
4,125 12,373 (3 ) $ 16.02 04/24/2016
0 19,600 (5 ) $ 14.90 04/30/2017

~~(1)~~

~~Performance-based restricted shares will vest according to the following schedule:~~

Vesting Date Davis Lefferson Hall Munafo Gehlmann
April 18, 2008 4,200 1,250 725 600 575
April 24, 2008 4,325 1,050 725 750 700
April 30, 2008 6,650 1,800 1,175 1,125 1,125
April 18, 2009 4,200 1,250 725 600 575
April 24, 2009 4,325 1,050 725 750 700
April 30, 2009 6,650 1,800 1,175 1,125 1,125
April 24, 2010 4,325 1,050 725 750 700
April 30, 2010 6,650 1,800 1,175 1,125 1,125
April 30, 2011 6,650 1,800 1,175 1,125 1,125

Note: with respect to awards vesting in 2009-2011 — it is assumed that the Corporation‘s return on equity equals or exceeds 12%. If return on equity is lower than 12%, the shares will not vest for that year but may vest later if average return on equity during the vesting period exceeds 12%. Certain awards that are include in the table are not listed as vesting as it is probable they will never vest. See “Summary Compensation Table”, Note 3.

~~(2)~~		~~The unvested portion of this option grant will vest 75% on April 18, 2008, and 100% on April 18, 2009.~~

~~(3)~~		~~The unvested portion of this option grant will vest 50% on April 24, 2008, 75% on April 24, 2009, and 100% on April 24, 2010.~~

~~(4)~~		~~The unvested portion of this option grant will vest 75% on June 21, 2008, and 100% on June 21, 2009.~~

~~(5)~~		~~The unvested portion of this option grant will vest 25% on April 30, 2008, 50% on April 30, 2009, 75% on April 30, 2010; and 100% on April 30, 2010.~~

~~OPTION EXERCISES AND STOCK VESTED~~

~~The following table shows the stock options exercised and restricted stock that vested by the named executive officers in 2007 and the value realized upon exercise.~~

Option Awards Stock Awards
Number of Value Number of Value
Shares Realized on Shares Realized on
Acquired on Exercise Acquired on Vesting
Name Exercise (#) ($)(1) Vesting (#) ($)(2)

Claude E. Davis — $ — 8,750 $ 118,912
C. Douglas Lefferson — — 3,765 60,566
J. Franklin Hall — — 2,480 40,126
Samuel J. Munafo 4,193 21,152 1,250 20,050
Gregory A. Gehlmann — — — —

~~(1)~~

~~Aggregate market value on the exercise date of shares covered by the option less the aggregate price paid by the Named Executive Officer.~~

~~(2)~~

The value realized on vesting of restricted stock awards represents the aggregate dollar amount realized upon vesting by multiplying the number of shares of stock by the market value of the underlying shares as of the prior day’s close. With respect to Mr. Davis, shares vested pursuant to an employment agreement. See also “Compensation Discussion and Analysis — Employment Agreements — Employment Agreement with Mr. Davis.

The Corporation has no long-term incentive plans relating to future compensation of the Named Executive Officers other than the 1991 Stock Incentive Plan and the 1999 Stock Incentive Plan. No additional awards can be granted under the 1991 Stock Incentive Plan.

~~POST EMPLOYMENT BENEFITS~~

The Corporation has a thrift plan, a retirement plan, a supplemental retirement plan and a deferred compensation plan. It also maintains Split Dollar Agreements covering the Named Executive Officers and certain other management associates. The retirement plan and the thrift plan cover the majority of the employees of the Corporation and its subsidiaries, including the officers of the Corporation. The deferred compensation plan is a nonqualified deferred compensation plan in which only executive officers of the Corporation are eligible to participate. Participants may elect to defer up to 50% of their base salary and 100% of their bonus or incentive pay for any year. See”Non-Qualified Deferred Compensation.”

~~Thrift Plan.~~The thrift plan covers associates who reached age 21. Participation is immediately available and participants may contribute up to 50% of their base salary (unless limited by law or regulation) to the plan. The Corporation’s subsidiaries’ matching contributions are a dollar for dollar match on each participant’s contribution up to 3% of base salary of each participant and $0.50 on the dollar for additional contributions up to 2% and become fully vested when made.

~~Defined Benefit Pension Plan.~~The Corporation’s Employee Pension Plan covers associates of the Corporation’s subsidiaries who have attained age 21 and completed one year of credited service. An associate is vested after five years of service and receives benefits upon retirement pursuant to a formula based on average salary and years of service. 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, will transition to the amended plan on January 1, 2008. After July 1, 2007, newly eligible participants will enter the amended plan upon their eligibility date.

~~Supplemental Retirement Plan.~~The Corporation maintains a supplemental executive retirement plan (“SERP”) to supplement the payments under the pension plan for certain senior officers of the Corporation and its subsidiaries who may be designated from time-to-time by the Compensation Committee. The SERP’s purpose is to make up for limits under the Corporation’s qualified plan.

~~PENSION BENEFITS~~

~~The following table shows each pension plan that the named executive officer participates in, the number of years of credited service and the present value of accumulated benefits.~~

Number of Years of Present Value of Payments During
Credited Service Accumulated Benefit Last Fiscal Year
Name(3) Plan Name (#)(1) ($)(2) ($)
Claude E. Davis Pension Plan 3 $ 37,423 $ 0
SERP 3 58,862 $ 0
C. Douglas Lefferson Pension Plan 22 214,940 $ 0
SERP 22 88,807 $ 0
J. Franklin Hall Pension Plan 9 58,444 $ 0
SERP 9 6,226 $ 0
Samuel J. Munafo Pension Plan 36 795,391 $ 0
SERP 36 128,669 $ 0
Gregory A. Gehlmann Pension Plan 3 28,840 $ 0
SERP 3 3,675 $ 0

~~(1)~~

The number of years of service credited to the named executive officers under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the registrant’s audited financial statements for the last completed fiscal year.

~~(2)~~

The actuarial present value of the named executive officer’s accumulated benefit under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the registrant’s audited financial statements for the last completed fiscal year.

~~(3)~~

~~Assumptions: Discount Rate — 6.12%; Lump Sum Interest Rate — 6.00%; Lump Sum Mortality Basis — RR01-62; Assumed Retirement Age — 65; no pre-retirement mortality.~~

~~Split Dollar Life Insurance.~~The Split Dollar Agreement is an endorsement method split dollar arrangement which applies to a life insurance policy owned by the Corporation which, upon a Named Executive Officer’s death, first pays the Corporation the premiums which the Corporation paid for the policy, and then pays the Named Executive Officer’s beneficiary a death benefit equal to three times the executive’s base salary in effect at his or her death. If the Named Executive Officer terminated employment before death and, when employment terminated, he or she was eligible to receive an immediate retirement benefit under the early retirement provisions of the Corporation’s retirement plan and had been employed for at least five years, the Corporation keeps the policy in force until the executive’s death and the death benefit is equal to three times the executive’s base salary at the time of his or her termination of employment. In either case, any amounts payable under the policy after the payment to the Named Executive Officer’s beneficiary are paid to the Corporation.

~~NONQUALIFIED DEFERRED COMPENSATION~~

Pursuant to the Corporation’s Deferred Compensation Plan, certain executives, including the named executives, may defer up to 50% of his or her base salary and 100% of his/her bonus or incentive pay of any plan year. The following table provides information on the non-qualified deferred compensation to the named executives in 2007. This information also appears in the Summary Compensation table provided earlier in this document but was not provided in such table in proxies for previous years.

Executive Registrant Aggregate Aggregate Aggregate
Contributions in Contributions in Earnings in Withdrawals/ Balance
Last FY Last FY Last FY Distributions at Last FYE
Name ($) ($) ($) ($) ($)
Claude E. Davis 33,000(1) — 1,867(2) — 108,466(3)

	~~(1)~~		The amount shown above for Mr. Davis is that portion of an employment agreement benefit that he elected to defer in 2007. This amount was disclosed in the “bonus” column in the Summary Compensation Table and related footnotes.

	~~(2)~~		Includes actual earnings less unrealized depreciation. During 2007 the Corporation paid interest on deferred compensation balances. However, because this rate does not exceed the threshold rate requiring disclosure on the Summary Compensation Table and, therefore, the amounts are not included on that table.

	~~(3)~~		~~The amounts are reported as compensation to Mr. Davis in the Corporation’s Summary Compensation Table in previous years.~~

~~OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS~~

The following table sets forth the severance amounts that each of Messrs. Davis, Lefferson, Hall, Munafo and Gehlmann would be entitled to receive if their employment relationship with the Corporation had been terminated as described above on December 31, 2007. The following table is for illustrative purposes only and contains many assumptions that could be different in an actual event:

~~Severance Benefits Table — Termination upon Change in Control~~

(a) (b) (c) (d) (e) (f) (g) (h)
Gross Up Payment
(Claw-back) Estimated
Total Benefits for Additional Total
Unvested Unvested per Contract Tax Imposed by Payment
Multiple of Multiple of In-the-Money Restricted Accel. of (columns (a) Section 280G Post
Base Pay Short-Term Option Stock Life Ins. through of the Gross-Up
(2 times) Incentive(1) Value(2) Value(3) Benefit (e) (4) Tax Code (Claw-back)
Executive $ $ $ $ $ $ ($)(5) $
C. Davis 900,000 450,000 — 691,980 373,798 2,083,186 Not triggered 2,083,186
D. Lefferson 545,900 170,114 — 201,210 193,252 933,489 Not triggered 933,489
F. Hall 463,500 144,438 — 131,100 134,222 727,280 145,143 872,423
S. Munafo 473,800 129,190 — 128,225 318,,151 923,170 (94,484 ) 828,686
G. Gehlmann 473,800 73,283 — 109,440 187,932 844,455 86,222 930,677

	1.		~~2x target for Mr. Davis, 2x of actual for all others except for Mr. Gehlmann (1x of actual).~~

	2.		~~All unvested options at December 31, 2008 were above the per share closing price of the Corporation’s common shares ($11.40) on that date~~

	3.		~~Includes all outstanding but unvested shares as of December 31, 2007.~~

	4.		Does not include the following payments to which the executive is entitled: executive outplacement services equal to up to 5% of the executive’s base salary and COBRA premiums for 12 months after termination (with respect to Mr. Davis). In the event an executive was terminated for good reason, the executive would not be entitled to the acceleration of stock awards in columns (c) and (d). Benefits are paid in a lump sum in the event of a change-in-control but are paid over the severance pay period (24 months — 12 months for Mr. Gehlmann until June 6, 2008, then 24 months).

	5.		In the event severance payments exceed approximately three times an executive’s salary, Section 280G of the Code requires such payments to be taxed at an excise rate of 20% in addition to regular tax rates. The employment agreements for Messrs. Davis, Lefferson, Hall and Gehlmann provide that the Corporation will make such additional tax payments on behalf of the executive while employment agreements for Mr. Munafo provides that any excess payments will be reduced to avoid the additional tax. Excessive payments are not deductible to the Corporation. If an executive is terminated for cause, all benefits stop and the executive would not be entitled to any severance benefits.

~~Retirement Benefits~~

In the event of retirement by the Named Executives, they would be entitled to certain retirement benefits that can be paid over time or taken in a lump sum. Below is a presentation regarding lump sum benefits for early retirement under the pension plan.

Total Present Value Total Present Value Incremental Value due Incremental
of Accumulated Vested Accumulated to Difference between Value due
Named Executive Benefit using FAS87 Benefit using Actual FAS87 Assumptions and due to Early
Officers Assumptions (1) Lump Sum Basis (2) Actual Lump Sum Basis Ret. Subsidies(3)
Claude Davis $ 96,285 $ — $ — $ —
C. Douglas Lefferson 303,747 438,388 134,642 —
J. Franklin Hall 64,671 99,401 34,721 —
Samuel J. Munafo 924,060 1,262,075 188,666 149,349
Gregory A. Gehlm 32,515 — — —

	~~(1)~~		~~See “Pension Benefits”.~~

	~~(2)~~		~~Calculated assuming Named Executive Officer terminates employment on December 31, 2007 and receives an immediate lump sum distribution using the rate in effect for December 2007 payments, 4.52%.~~

	~~(3)~~		~~For information purposes only. Allocates the increase in retirement value over the values shown in the Pension Benefit Table to its two primary sources:~~

			~~—Difference between FAS lump sum interest rate assumption and actual basis~~

			~~—Value of early retirement subsidies that are included in the actual lump sum payment if the Named Executive Officer terminates employment~~

~~REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE~~

In accordance with its written charter, the Audit and Risk Management Committee oversees the Corporation’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Corporation’s independent registered public accounting firm, Ernst & Young ~~LLP (“Ernst & Young”), is responsible for expressing an opinion on the conformity of the Corporation’s audited financial statements to generally accepted accounting principles.~~

In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Committee discussed with Ernst & Young those matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU 380). In addition, the Committee received from Ernst & Young the written disclosures and the letter required by Independence Standards Board Standard No. 1 and discussed with them their independence.

The Committee discussed with the Corporation’s internal auditors and Ernst & Young the overall scope and plans for their respective audits. The Committee met with the internal auditors and with Ernst & Young, with and without management present, to discuss the results of their examinations, their evaluations of the Corporation’s internal controls, and the overall quality of the Corporation’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the SEC. The Committee has approved the selection of Ernst & Youngserved as ~~the Corporation’s~~First Financial’s independent registered public accounting firm for ~~2008.~~

~~Audit and Risk Management Committee~~


~~William J. Kramer, Chair~~ ~~J. Wickliffe Ach~~		~~Richard E. Olszewski~~

~~PROPOSAL II — RATIFICATION OF THE APPOINTMENT OF AUDITORS~~
~~(Item 2 on Proxy Card)~~

~~The Audit Committee of~~ the board has appointed Ernst & Young as First Financial’s auditors for the year 2008 and, in accordance with established policy, that appointment is being submitted to shareholders for ratification. In the event the appointment is not ratified by a majority of votes cast, in person or by proxy, it is anticipated that no change in auditors would be made for the current year because of the difficulty and expense of making any change so long after the beginning of the current year, but that vote would be considered in connection with the auditors’ appointment for 2009.

~~Ernst & Young were the Corporation’s auditors for the year~~years ended December 31, 2007 and ~~a representative of the firm is expected to attend the meeting, respond to appropriate questions and, if the representative desires, which is not now anticipated, make a statement.~~

~~The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of~~2008. Representatives from Ernst & Young aswill be present at the ~~Corporation’s independent registered accounting firm~~Special Meeting.

SHAREHOLDER PROPOSALS FOR THE 2009 PROXY STATEMENT

In order for ~~the fiscal year ended December 31, 2008.~~

~~ACCOUNTING FIRM FEES~~

~~The following table sets forth the aggregate fees billed to the Corporation and related entities for the last two fiscal years by the Corporation’s independent registered public accounting firm.~~

Fees by Category 2007 2006
Audit Fees $ 487,520 $ 661,000
Audit-Related Fees (1) 33,000 33,000
Tax Fees (2) — —
All Other Fees (3) 65,800 61,550

Total $ 586,320 $ 755,550

	~~(1)~~		~~Services covered by these fees consist of employee benefit plan audits.~~

	~~(2)~~		~~No professional tax services were performed during the periods indicated.~~

	~~(3)~~		Services covered by these fees consist of audit and tax compliance work billed to the First Funds / Legacy Funds Group of mutual funds for which the Corporation’s subsidiary, First Financial Capital Advisors LLC, serves as investment advisor.

It is the policy of the Audit and Risk Management Committee that, before the Corporation engages an accounting firm to render audit services as the Corporation’s independent registered public accounting firm, the

engagement must be approved by the Audit and Risk Management Committee. In addition, before an accounting firm serving as the Corporation’s independent registered public accounting firm is engaged by the Corporation to render non-audit services, the engagement must be approved by the Audit and Risk Management Committee.

~~COMPENSATION COMMITTEE INTERLOCKS AND~~
~~INSIDER PARTICIPATION~~

Except for Mr. Kramer, all members of the Compensation Committee, or their affiliates, have engaged in loan transactions with First Financial Bank. All such loans were made in the ordinary course of business of the bank. No other relationships required to be reported under the rules promulgated by the Securities and Exchange Commission exist with respect to members of the Corporation’s Compensation Committee.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

~~Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s officers, directors and persons who own more than 10 percent of~~ a registered class of the Corporation’s equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than 10 percent shareholders are required by SEC regulations to furnish the Corporation with copies of all Forms 3, 4 and 5 they file.

Based solely on the Corporation’s review of the copies of such forms that it has received and written representations from certain reporting persons that they were not required to file a Form 5 for the specified fiscal year, the Corporation believes that all of its officers, directors and greater than 10 percent shareholders complied with all filing requirements applicable to them with respect to transactions during fiscal 2007.

~~SHAREHOLDER PROPOSALS~~

~~If an eligible~~ shareholder ~~wishes to present a~~ proposal to be ~~included~~considered for inclusion in our proxy statement for the ~~Corporation’s Proxy Statement and form of Proxy relating to the 2008~~2009 Annual Meeting of Shareholders, itthe written proposal must be ~~presented to management by certified mail, written receipt requested, not later than~~received on or before November 15, 2008. ~~Any such~~The proposal must comply with ~~Rule 14a-8 promulgated by~~SEC regulations regarding the ~~SEC pursuant to the Securities Exchange Act~~inclusion of ~~1934, as amended.~~shareholder proposals in company-sponsored proxy materials. Any shareholder who intends to propose any other matter to be acted upon at the 2009 Annual Meeting of Shareholders must inform ~~the Corporation~~First Financial no later than January 31, ~~2008.~~2009. If notice is not provided by that date, the person(s) named in ~~the Corporation’s~~First Financial’s Proxy for the 2009 Annual Meeting will be allowed to exercise his or her discretionary authority to vote upon any such proposal without the matter having been discussed in the Proxy Statement for the ~~2008~~2009 Annual Meeting. Proposals should be sent to ~~First Financial Bancorp., Attention: Gregory A. Gehlmann, General Counsel, Chief Risk Officer & Secretary,~~our main office at 4000 Smith Road, Suite 400, Cincinnati, Ohio ~~45209.~~

~~ANNUAL REPORT~~45209, Attention: Corporate Secretary. The use of certified mail, return receipt requested, is advised if submitting such a proposal.

The Corporation’s financial statements are not included in this Proxy Statement as they are not deemed material to the exercise of prudent judgment by the shareholders with respect to any proposal to be submitted at the Annual Meeting. The Corporation’s Annual Report for the year ended December 31, 2007, is being mailed to shareholders with the Proxy and Proxy Statement in accordance with the Corporation’s house-holding program, but such Annual Report is not incorporated in this Proxy Statement and is not deemed to be a part of the Proxy soliciting material.

A shareholder of the Corporation may obtain a copy of the Annual Report on Form 10-K, including financial statements and schedules thereto, for the fiscal year ended December 31, 2007, and as filed with the SEC, without charge by submitting a written request to the following address:

~~The Annual Report on Form 10-K is also available through the Corporation’s Web site at~~ ~~www.bankatfirst.com~~ ~~under the “Investor Relations” link, by clicking on “SEC Filings” or go directly to~~~~http://www.snl.com/irweblinkx/docs.aspx?iid=100255~~.

ADDITIONAL INFORMATION

Management and the Board of Directors of ~~the Corporation~~First Financial know of no business to be brought before the meeting other than as set forth in this Proxy Statement. However, if any matters other than those referred to in this Proxy Statement should properly come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote such Proxy on such matters in accordance with their best judgment.

It is important that your proxy ~~solicitation will~~card be ~~borne by~~completed, signed and returned promptly. If you do not expect to attend the ~~Corporation. Proxies will be solicited by mail~~Special Meeting in person, please complete, sign and ~~may be solicited for no additional compensation by some of~~return the ~~officers, directors and associates of~~enclosed proxy card in the ~~Corporation~~self-addressed envelope furnished herewith. Alternatively, please vote electronically via the Internet or ~~its subsidiaries~~ by telephone ~~or in person. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to~~following the ~~beneficial owners of shares of the Corporation and will be reimbursed for their related expenses.~~

~~PLEASE MARK VOTES~~
X ~~AS IN THIS EXAMPLE~~

~~REVOCABLE PROXY~~
~~FIRST FINANCIAL BANCORP.~~

~~ANNUAL MEETING OF SHAREHOLDERS — April 29, 2008~~instructions on your proxy card.

Each undersigned shareholder of First Financial Bancorp. (the “Corporation”) hereby constitutes and appoints Donna Jordan and Charlene Staarmann or either of them, with full power of substitution in each of them, the proxy or proxies of the undersigned to vote only at the Annual Meeting of Shareholders of the Corporation to be held at the Queen City Club, Recess Room 331 East 4^th Street, Cincinnati, Ohio 45202, on April 29, 2008, at 10:00 A.M., local time, and at any adjournment thereof, all of the shares of the Corporation which the undersigned would be entitled to vote if personally present at such meeting or any adjournment thereof:

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING ITEMS:~~


	By Order of the Board of Directors,

1.	Gregory A. Gehlmann General Counsel & Secretary

November 14, 2008

- 24 -

APPENDIX A

If approved, Article FOURTH of the Articles of Incorporation would be amended in its entirety to read as follows:

FOURTH. (A) The maximum number of shares which the corporation is authorized to issue is One Hundred Sixty Million Eighty Thousand (160,080,000) shares, all of which shall be without par value.

(B) The total number of common shares which the corporation is authorized to issue is One Hundred Sixty Million (160,000,000) common shares, without par value.

(1) Dividends. The holders of common shares shall be entitled to receive dividends, if and when declared payable from time to time by the Board of Directors, from any funds legally available therefore.

(2) Voting. Each outstanding common share of the corporation shall entitle the holder thereof to one vote and the exclusive voting power for all purposes shall be vested in the holders of common shares.

(3) Preemptive Rights. No holder of common shares of the corporation shall have preemptive rights to subscribe for or to purchase any common shares of the corporation or any other securities of the corporation, whether such share or shares are now or hereafter authorized.

(4) Purchase of Own Securities. The corporation shall be authorized to purchase or otherwise acquire, and to hold, own, pledge, transfer or otherwise dispose of, its own common shares and other securities, subject, however, to the laws of the State of Ohio and to federal statutes, and without limitation to the Bank Holding Company Act of 1956 as amended and as hereinafter may be amended or supplemented.

(5) The shareholders shall not have the right to vote cumulatively in the election of directors effective for the Annual Meeting occurring in 1988 and thereafter.

(C) The total number of preferred shares which the corporation shall have the authority to issue is Eighty Thousand (80,000) preferred shares, without par value. The Board of Directors is hereby authorized, subject to the limitations prescribed by law or the provisions of this Article Fourth, by filing articles of amendment pursuant to the applicable laws of Ohio, to provide for the issuance of preferred shares in series pursuant to the terms of any capital purchase program(s) authorized by the Emergency Economic Stabilization Act of 2008 (“EESA”) and implemented by the United States Department of the Treasury (the “Treasury”), and to fix the designations, powers, preferences and rights thereof in compliance with any EESA program. The preferred shares shall not be available for future issuance except pursuant to the terms of an EESA program established by the Treasury. Subject to the limitations set forth herein, the Board of Directors has the authority to determine and fix any express terms with respect to each series to the fullest extent permitted by the Revised Code of Ohio, which shall include, but not be limited to, the determination of the following:

(1) the number of shares constituting that series and the distinct designation of that series;

(2) the dividend rate, if any, on such shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends or other distributions on shares of that series;

A-1

(3) whether that series shall have voting rights in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4) whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for the adjustment of the conversion rate in such events as the Board of Directors shall determine;

(5) whether the shares of that series shall be redeemable or exchangeable, and, if so, the terms and conditions of such redemption or exchange, including the date or dates upon or after which they shall be redeemable or exchangeable, and the amount per share payable in case of redemption or exchange, which amount may vary under different conditions and at different redemption or exchange rates;

(6) whether that series shall have a sinking fund for redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(7) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(8) any other relative rights, preferences and limitations of that series.

A-2

APPENDIX B

TARP Capital Purchase Program

Senior Preferred Stock and Warrants

Summary of Senior Preferred Terms

Issuer:	Qualifying Financial Institution ("QFI") means (i) any U.S. bank or U.S. savings association not controlled by a Bank Holding Company ("BHC") or Savings and Loan Holding Company ("SLHC"); (ii) any U.S. BHC, or any U.S. SLHC which engages only in activities permitted for financial holdings companies under Section 4(k) of the Bank Holding Company Act, and any U.S. bank or U.S. savings association controlled by such a qualifying U.S. BHC or U.S. SLHC; and (iii) any U.S. BHC or U.S. SLHC whose U.S. depository institution subsidiaries are the subject of an application under Section 4( c )(8) of the Bank Holding Company Act; except that QFI shall not mean any BHC, SLHC, bank or savings association that is controlled by a foreign bank or company. For purposes of this program, "U.S. bank", "U.S. savings association", "U.S. BHC" and "U.S. SLHC" means a bank, savings association, BHC or SLHC organized under the laws of the United Sates or any State of the United States, the District of Columbia, any territory or possession of the United States, Puerto Rico, Northern Mariana Islands, Guam, American Samoa, or the Virgin Islands. The ~~election as directors~~United States Department of ~~all nominees listed (except as marked to~~ the ~~contrary below):~~Treasury will determine eligibility and allocation for QFls after consultation with the appropriate Federal banking agency.

Initial Holder:	United States Department of the Treasury (the "UST").
		~~FOR~~
Size:
		~~WITHHOLD~~

		~~FOR ALL EXCEPT~~

	~~CLASS I EXPIRING IN 2011: Claude E. Davis~~QFls may sell preferred to the UST subject to the limits and ~~Susan L. Knust~~

	~~INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided~~terms described below.


	Each QFI may issue an amount of Senior Preferred equal to not less than 1% of its risk-weighted assets and not more than the lesser of (i) $25 billion and (ii) 3% of its risk-weighted assets.

2. Security:	~~To ratify~~Senior Preferred, liquidation preference $1,000 per share. (Depending upon the ~~appointment of Ernst & Young as~~QFl's available authorized preferred shares, the ~~Corporation’s independent registered accounting firm for~~UST may agree to purchase Senior Preferred with a higher liquidation preference per share, in which case the ~~fiscal year ended December 31, 2008.~~UST may require the QFI to appoint a depositary to hold the Senior Preferred and issue depositary receipts.)

Ranking:	Senior to common stock and pari passu with existing preferred shares other than preferred shares which by their terms rank junior to any existing preferred shares.

Regulatory Capital Status:	Tier 1.

Term:	Perpetual life.

Dividend:	The Senior Preferred will pay cumulative dividends at a rate of 5% per annum until the fifth anniversary of the date of this investment and thereafter at a rate of9% per annum. For Senior Preferred issued by banks which are not subsidiaries of holding companies, the Senior Preferred will pay non-cumulative dividends at a rate of 5% per annum until the fifth anniversary of the date of this investment and thereafter at a rate of 9% per annum. Dividends will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year.

Redemption:	Senior Preferred may not be redeemed for a period of three years from the date of this investment, except with the proceeds from a Qualified Equity Offering (as defined below) which results in aggregate gross proceeds to the QFI of not less than 25% of the issue price of the Senior Preferred. After the third anniversary of the date of this investment, the Senior Preferred may be redeemed, in whole or in part, at any time and from time to time, at the option of the QFI. All redemptions of the Senior Preferred shall be at 100% of its issue price, plus (i) in the case of cumulative Senior Preferred, any accrued and unpaid dividends and (ii) in the case of non-cumulative Senior Preferred, accrued and unpaid dividends for the then current dividend period (regardless of whether any dividends are actually declared for such dividend period), and shall be subject to the approval of the QFl's primary federal bank regulator.

B-1

	"Qualified Equity Offering" shall mean the sale by the QFI after the date of this investment of Tier 1 qualifying perpetual preferred stock or common stock for cash.

		~~FOR~~Following the redemption in whole of the Senior Preferred held by the UST, the QFI shall have the right to repurchase any other equity security of the QFI held by the UST at fair market value.

Restrictions on Dividends:	For as long as any Senior Preferred is outstanding, no dividends may be declared or paid on junior preferred shares, preferred shares ranking pari passu with the Senior Preferred, or common shares (other than in the case of pari passu preferred shares, dividends on a pro rata basis with the Senior Preferred), nor may the QFI repurchase or redeem any junior preferred shares, preferred shares ranking pari passu with the Senior Preferred or common shares, unless (i) in the case of cumulative Senior Preferred all accrued and unpaid dividends for all past dividend periods on the Senior Preferred are fully paid or (ii) in the case of non-cumulative Senior Preferred the full dividend for the latest completed dividend period has been declared and paid in full.

Common dividends:	The UST's consent shall be required for any increase in common dividends per share until the third anniversary of the date of this investment unless prior to such third anniversary the Senior Preferred is redeemed in whole or the UST has transferred all of the Senior Preferred to third parties.

Repurchases:	The UST's consent shall be required for any share repurchases (other than (i) repurchases of the Senior Preferred and (ii) repurchases of junior preferred shares or common shares in connection with any benefit plan in the ordinary course of business consistent with past practice) until the third anniversary of the date of this investment unless prior to such third anniversary the Senior Preferred is redeemed in whole or the UST has transferred all of the Senior Preferred to third parties. In addition, there shall be no share repurchases of junior preferred shares, preferred shares ranking pari passu with the Senior Preferred, or common shares if prohibited as described above under "Restrictions on Dividends".

Voting rights:	The Senior Preferred shall be non-voting, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred, (ii) any amendment to the rights of Senior Preferred, or (iii) any merger, exchange or similar transaction which would adversely affect the rights of the Senior Preferred.

		~~AGAINST~~

		~~ABSTAIN~~

3.	~~To consider and act upon,~~If dividends on the Senior Preferred are not paid in ~~their discretion, such other matters as may properly come before~~full for six dividend periods, whether or not consecutive, the ~~meeting or any adjournment thereof.~~

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ABOVE. IN THE ABSENCE OF SUCH INDICATIONS THIS PROXY WILL BE VOTED (I) FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES FOR DIRECTOR, AND (II) IN FAVOR OF THE PROPOSAL IN ITEM NUMBER TWO.

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and may be revoked prior to its exercise. Receipt of the accompanying Proxy Statement is hereby acknowledged.~~

~~Please be sure to sign and date this Proxy in the box below.~~


~~Date~~


		Senior Preferred will have the right to elect 2 directors. The right to elect directors will end when full dividends have been paid for four consecutive dividend periods.

~~Shareholder sign above~~ Transferability:	~~Co-holder (if any) sign above~~The Senior Preferred will not be subject to any contractual restrictions on transfer. The QFI will file a shelf registration statement covering the Senior Preferred as promptly as practicable after the date of this investment and, if necessary, shall take all action required to cause such shelf registration statement to be declared effective as soon as possible. The QFI will also grant to the UST piggyback registration rights for the Senior Preferred and will take such other steps as may be reasonably requested to facilitate the transfer of the Senior Preferred including, if requested by the UST, using reasonable efforts to list the Senior Preferred on a national securities exchange. If requested by the UST, the QFI will appoint a depositary to hold the Senior Preferred and issue depositary receipts.

~~Detach above card, sign, date and mail in postage paid envelope provided.~~

~~FIRST FINANCIAL BANCORP.~~

~~The signature or signatures on this Proxy should be the same as the name or names which appear hereon. Persons signing in a fiduciary capacity should give full title as such.~~

B-2

~~PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.~~

Executive Compensation:		As a condition to the closing of this investment, the QFI and its senior executive officers covered by the EESA shall modify or terminate all benefit plans, arrangements and agreements (including golden parachute agreements) to the extent necessary to be in compliance with, and following the closing and for so long as UST holds any equity or debt securities of the QFI, the QFI shall agree to be bound by, the executive compensation and corporate governance requirements of Section 111 of the EESA and any guidance or regulations issued by the Secretary of the Treasury on or prior to the date of this investment to carry out the provisions of such subsection. As an additional condition to closing, the QFI and its senior executive officers covered by the EESA shall grant to the UST a waiver releasing the UST from any claims that the QFI and such senior executive officers may otherwise have as a result of the issuance of any regulations which modify the terms of benefits plans, arrangements and agreements to eliminate any provisions that would not be in compliance with the executive compensation and corporate governance requirements of Section 111 of the EESA and any guidance or regulations issued by the Secretary of the Treasury on or prior to the date of this investment to carry out the provisions of such subsection.

Summarv of Warrant Terms

Warrant:		The UST will receive warrants to purchase a number of shares of common stock of the QFI having an aggregate market price equal to 15% of the Senior Preferred amount on the date of investment, subject to reduction as set forth below under "Reduction". The initial exercise price for the warrants, and the market price for determining the number of shares of common stock subject to the warrants, shall be the market price for the common stock on the date of the Senior Preferred investment (calculated on a 20-trading day trailing average), subject to customary anti-dilution adjustments. The exercise price shall be reduced by 15% of the original exercise price on each six-month anniversary of the issue date of the warrants if the consent of the QFI stockholders described below has not been received, subject to a maximum reduction of 45% of the original exercise price.

Term:		10 years

Exercisabiltity:		Immediately exercisable, in whole or in part

Transferability:		The warrants will not be subject to any contractual restrictions on transfer; provided that the UST may only transfer or exercise an aggregate of one-half of the warrants prior to the earlier of (i) the date on which the QFI has received aggregate gross proceeds of not less than 100% of the issue price of the Senior Preferred from one or more Qualified Equity Offerings and (ii) December 31, 2009. The QFI will file a shelf registration statement covering the warrants and the common stock underlying the warrants as promptly as practicable after the date of this investment and, if necessary, shall take all action required to cause such shelf registration statement to be declared effective as soon as possible. The QFI will also grant to the UST piggyback registration rights for the warrants and the common stock underlying the warrants and will take such other steps as may be reasonably requested to facilitate the transfer of the warrants and the common stock underlying the warrants. The QFI will apply for the listing on the national exchange on which the QFl's common stock is traded of the common stock underlying the warrants and will take such other steps as may be reasonably requested to facilitate the transfer of the warrants or the common stock.

B-3

Voting:		The UST will agree not to exercise voting power with respect to any shares of common stock of the QFI issued to it upon exercise of the warrants.

Reduction:		In the event that the QFI has received aggregate gross proceeds of not less than 100% of the issue price of the Senior Preferred from one or more Qualified Equity Offerings on or prior to December 31, 2009, the number of shares of common stock underlying the warrants then held by the UST shall be reduced by a number of shares equal to the product of (i) the number of shares originally underlying the warrants (taking into account all adjustments) and (ii) 0.5.

Consent:		In the event that the QFI does not have sufficient available authorized shares of common stock to reserve for issuance upon exercise of the warrants and/or stockholder approval is required for such issuance under applicable stock exchange rules, the QFI will call a meeting of its stockholders as soon as practicable after the date of this investment to increase the number of authorized shares of common stock and/or comply with such exchange rules, and to take any other measures deemed by the UST to be necessary to allow the exercise of warrants into common stock.

Substitution:		In the event the QFI is no longer listed or traded on a national securities exchange or securities association, or the consent of the QFI stockholders described above has not been received within 18 months after the issuance date of the warrants, the warrants will be exchangeable, at the option of the UST, for senior term debt or another economic instrument or security of the QFI such that the UST is appropriately compensated for the value of the warrant, as determined by the UST.

B-4

]


	By Order of the Board of Directors,


	Gregory A. Gehlmann
	General Counsel & Secretary


~~PROXY STATEMENT~~
~~RECORD DATE AND VOTING SECURITIES~~
~~HOUSEHOLDING DISCLOSURE STATEMENT~~
~~VOTING OF SHARES~~
~~PRINCIPAL SHAREHOLDERS~~
~~SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS AND NOMINEES FOR DIRECTOR~~
~~PROPOSAL 1 — ELECTION OF DIRECTORS~~
~~CORPORATE GOVERNANCE~~
~~REPORT OF THE COMPENSATION COMMITTEE~~
~~EXECUTIVE COMPENSATION~~
~~COMPENSATION DISCUSSION AND ANALYSIS (CD&A)~~
~~SUMMARY COMPENSATION TABLE~~
~~GRANTS OF PLAN-BASED AWARDS~~
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END~~
~~OPTION EXERCISES AND STOCK VESTED~~
~~POST EMPLOYMENT BENEFITS~~
~~PENSION BENEFITS~~
~~NONQUALIFIED DEFERRED COMPENSATION~~
~~OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS~~
~~REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE~~
~~PROPOSAL II — RATIFICATION OF THE APPOINTMENT OF AUDITORS~~
~~ACCOUNTING FIRM FEES~~
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
~~SHAREHOLDER PROPOSALS~~
~~ANNUAL REPORT~~

				Pro Forma ⁽²⁾
	Historical			September 30, 2008
	September 30, 2008			Minimum			Maximum
Balance sheet data:
ASSETS
Cash and due from banks		$90,341			$90,341			$90,341
Securities and other interest earning assets ⁽¹⁾		532,765			560,365			612,765
Loans, net of unearned		2,645,341			2,645,341			2,645,341
Other assets		243,229			243,229			243,229
Total assets		$3,511,676			$3,539,276			$3,591,676
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits		$2,711,681			$2,711,681			$2,711,681
Borrowings		486,683			486,683			486,683
Other liabilities		36,092			36,092			36,092
Total liabilities		3,234,456			3,234,456			3,234,456

Shareholders' equity
Preferred stock ⁽¹⁾		0			27,600			80,000
Common stock		391,249			391,249			391,249
Warrants		0			1,900			5,600
Discount on preferred ^{(3) (4)}		0			(1,900	)		(5,600	)
Retained earnings		80,632			80,632			80,632
Accumulated comprehensive income		(6,285	)		(6,285	)		(6,285	)
Treasury Stock, at cost		(188,376	)		(188,376	)		(188,376	)
Total shareholders' equity		277,220			304,820			357,220
Total liabilities and shareholders' equity		$3,511,676			$3,539,276			$3,591,676
Common Shares outstanding		37,476,607			37,476,607			37,476,607

	Historical			Pro Forma ⁽¹⁾
				Nine months ended
	Nine months ended			September 30, 2008
	September 30,2008			Minimum			Maximum
Income Statement Data:
Total interest income ⁽²⁾		$138,219			$138,426			$138,818
Total interest expense		52,146			52,146			52,146
Net interest income		86,073			86,280			86,672
Provision for loan losses		8,935			8,935			8,935
Net interest income after
provision for loan losses		77,138			77,345			77,737
Total noninterest income		39,101			39,101			39,101
Total noninterest expenses		85,329			85,329			85,329
Income before income taxes		30,910			31,117			31,509
Income tax expense		10,032			10,104			10,242
Net income		$20,878			$21,013			$21,267
Effective dividend on preferred stock					1,286			3,729
Net income available to common shareholders					$19,727			$17,538

Selected Financial Ratios:
Earnings per share:
Basic		$0.56			$0.53			$0.47
Diluted		$0.56			$0.53			$0.46
Average basic shares outstanding		37,104,793			37,104,793			37,104,793
Average diluted shares outstanding ⁽³⁾		37,487,037			37,572,458			37,734,635
Return on average equity - annualized		10.05	%		9.24	%		8.03	%

	Historical			Pro Forma ⁽¹⁾
				Twelve months ended
	Twelve months ended			December 31, 2007
	December 31, 2007			Minimum			Maximum
Income Statement Data:
Total interest income ⁽²⁾		$206,442			$206,718			$207,242
Total interest expense		87,942			87,942			87,942
Net interest income		118,500			118,776			119,300
Provision for loan losses		7,652			7,652			7,652
Net interest income after
provision for loan losses		110,848			111,124			111,648
Total noninterest income		63,588			63,588			63,588
Total noninterest expenses		120,747			120,747			120,747
Income before income taxes		53,689			53,965			54,489
Income tax expense		18,008			18,105			18,288
Net income		$35,681			$35,860			$36,201
Effective dividend on preferred stock					1,715			4,972
Net income available to common shareholders					$34,145			$31,229

Selected Financial Ratios:
Earnings per share:
Basic		$0.93			$0.89			$0.81
Diluted		$0.93			$0.89			$0.81
Average basic shares outstanding		38,455,084			38,455,084			38,455,084
Average diluted shares outstanding ⁽³⁾		38,459,138			38,544,559			38,706,736
Return on average equity - annualized		12.73	%		11.69	%		10.15	%

	As Reported			Min			Max			Min			Max
	09/30/08			09/30/08			09/30/08			12/31/07			12/31/07
Total RBC		10.89	%		11.83	%		13.70	%		12.37	%		14.34	%

Leverage		7.95	%		8.66	%		10.05	%		9.00	%		10.45	%

Tier 1		9.80	%		10.75	%		12.62	%		11.28	%		13.25	%


Name and Address	Amount and Nature of Beneficial			Percentage
of Beneficial Owner	Ownership of Common Shares			of Class
First Financial Bank, National Association 300 High Street Hamilton, Ohio 45012-0476		4,678,702	(1)		12.52	%

Barclays Global Investors, NA Barclays Global Fund Advisors 45 Fremont Street San Francisco, California 9410

Barclays Global Investors, LTD 1 Royal Mintt Court London, EC3N 4HH		2,187,508	(2)		5.85	%

	•		~~The name and address of the shareholder making the nomination and the name and address of the proposed nominee;~~

	•		~~The age and principal occupation or employment of the proposed nominee;~~

	•		~~The number of common shares of the Corporation beneficially owned by the proposed nominee;~~

	•		~~A representation that the shareholder making the nomination:~~

	—		~~Is a holder of record of shares entitled to vote at the meeting, and~~

	—		~~Intends to appear in person or by proxy at the meeting to make the nomination;~~

	•		~~A description of all arrangements or understandings between the shareholder making the nomination and the proposed nominee;~~

	•		Any additional information regarding the proposed nominee required by the proxy rules of the Securities and Exchange Commission (the “SEC”) to be included in a proxy statement if the proposed nominee has been nominated by the Corporation’s Board of Directors; and

	•		~~The consent of the proposed nominee to serve as a director if elected.~~

	•		~~determining and approving the compensation of the CEO and each executive officer of the Corporation as determined pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934;~~

	•		evaluating the performance of the Corporation’s CEO for all elements of compensation and other executive officers with respect to incentive goals and objectives approved by the committee and then approving all executive officers’ compensation based on those evaluations and other individual performance evaluations provided to the committee;

	•		~~reviewing and evaluating all benefit plans of the Corporation in accordance with applicable laws, rules and regulations;~~

	•		overseeing the preparation of the compensation discussion and analysis and recommending to the full Board its inclusion in the annual proxy statement in accordance with applicable laws, rules and regulations; and

	•		~~recommending to the Board of Directors compensation for directors.~~


						All Other
	Fees Earned or		Stock			Compen-
	Paid in Cash		Awards			sation		Total
Name	($)(1)(2)		($)			($)(4)		($)
J. Wickliffe Ach	$	37,400	$	20,000	(3)	$	3,386	$	60,786
Donald M. Cisle, Sr.		38,150		20,000	(3)		3,025		61,175
Corinne R. Finnerty		39,250		20,000	(3)		3,423		62,359
Murph Knapke		42,250		19,374	(5)		3,109		64,733
Susan L. Knust		38,050		—			776		38,826
William J. Kramer		46,550		19,374	(5)		3,198		69,122
Richard E. Olszewski		40,550		19,374	(5)		3,450		63,809
Barry S. Porter		61,850		19,374	(5)		3,885		85,109
Steven C. Posey		26,300		—			586		26,836


	Amount of Fees Used to
Name	Purchase Common Shares
J. Wickliffe Ach	$	4,375
Donald M. Cisle, Sr.		13,200
Corinne R. Finnerty		13,200
Murph Knapke		13,200
Susan L. Knust		10,000
William J. Kramer		13,200
Richard E. Olszewski		13,200
Barry S. Porter		13,200
Steven C. Posey		15,000


													Change in
													Pension
													Value and
											Non-Equity		Nonqualified
											Incentive		Deferred
							Stock		Option		Plan		Compensation		All Other
Name and Principal			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)		($)(6)		($)(7)		($)
Claude E. Davis		2007		450,000		—		396,340		269,979		176,175		42,863		70,757		1,406,114
President & CEO		2006		440,769		—		277,146		299,232		—		31,549		57,998		1,106,694

C. Douglas Lefferson		2007		271,573		—		107,280		68,160		85,057		72,963		27,712		632,745
EVP and Chief		2006		262,404		—		67,284		73,440		—		60,162		29,787		493,077
Operating Officer

J. Franklin Hall		2007		230,583		18,250		70,030		46,406		72,219		24,170		22,932		484,590
EVP and Chief		2006		220,673		—		46,458		49,824		—		15,876		17,055		349,866
Financial Officer

Samuel J. Munafo		2007		235,707		—		67,050		47,373		64,596		241,756		25,762		682,244
EVP, Banking Markets		2006		228,461		—		48,060		50,976		—		110,352		32,891		470,740

Gregory A. Gehlmann		2007		235,707		13,100		67,050		47,373		73,823		13,138		18,780		468,971
SVP, Chief Risk		2006		219,327		—		44,856		47,520		—		10,971		19,197		341,871
Officer and General Counsel


			Company				Dividends
			Match				on
			Under		Split Dollar		Unvested
	Automobile		401 (k)		Insurance		Restricted
Name	Allowance		Plan		Premiums		Stock		Other		Total
Mr. Davis	$	9,000	$	6,750	$	895	$	35,936	$	18,176	$	70,757
Mr. Lefferson		9,000		6,750		419		9,594		1,948		27,712
Mr. Hall		6,000		6,750		282		6,253		3,647		22,932
Mr. Munafo		8,400		6,750		955		7,871		1,786		25,762
Mr. Gehlmann		6,000		6,750		446		4,704		879		18,780


	Option Awards										Restricted Stock Awards
	Number of		Number of										Market Value of
	Securities		Securities								Number of		Shares or
	Underlying		Underlying								Shares or		Units of
	Unexercised		Unexercised				Option				Units of		Stock That
	Options		Options				Exercise		Option		Stock That		Have Not
	(#)		(#)				Price		Expiration		Have Not Vested		Vested
Name	Exercisable		Unexercisable				($)		Date		(#) (1)		($)
Claude E. Davis												60,700	$	691,980
		50,000		0			$	17.19		10/01/2014
		42,049		42,051	(2	)	$	17.51		04/18/2015
		25,974		77,926	(3	)	$	16.02		04/24/2016
		0		111,700	(5	)	$	14.90		04/30/2017
C. Douglas Lefferson												17,650	$	201,210
		1,271		0			$	19.09		01/27/2008
		4,201		0			$	22.57		01/25/2009
		1,574		0			$	22.57		06/12/2010
		12,127		0			$	17.56		01/24/2010
		10,500		0			$	16.01		01/23/2011
		10,000		0			$	17.20		01/17/2012
		10,000		0			$	16.58		01/22/2013
		2,500		0			$	17.09		01/21/2014
		12,499		12,501	(2	)	$	17.51		04/18/2015
		6,374		19,121	(3	)	$	16.02		04/24/2016
		0		28,200	(5	)	$	14.90		04/30/2017
J. Franklin Hall												11,500	$	131,100
		6,772		0			$	17.56		01/24/2010
		5,250		0			$	16.01		01/22/2011
		5,000		0			$	17.20		01/17/2012
		10,000		0			$	16.58		01/22/2013
		2,500		0			$	17.09		01/21/2014
		7,149		7,151	(2	)	$	17.51		04/18/2015
		4,324		12,976	(3	)	$	16.02		04/24/2016
		0		19,200	(5	)	$	14.90		04/30/2007


Vesting Date	Davis		Lefferson		Hall		Munafo		Gehlmann
April 18, 2008		4,200		1,250		725		600		575
April 24, 2008		4,325		1,050		725		750		700
April 30, 2008		6,650		1,800		1,175		1,125		1,125
April 18, 2009		4,200		1,250		725		600		575
April 24, 2009		4,325		1,050		725		750		700
April 30, 2009		6,650		1,800		1,175		1,125		1,125
April 24, 2010		4,325		1,050		725		750		700
April 30, 2010		6,650		1,800		1,175		1,125		1,125
April 30, 2011		6,650		1,800		1,175		1,125		1,125


	Option Awards				Stock Awards
	Number of		Value		Number of		Value
	Shares		Realized on		Shares		Realized on
	Acquired on		Exercise		Acquired on		Vesting
Name	Exercise (#)		($)(1)		Vesting (#)		($)(2)

Claude E. Davis		—	$	—		8,750	$	118,912
C. Douglas Lefferson		—		—		3,765		60,566
J. Franklin Hall		—		—		2,480		40,126
Samuel J. Munafo		4,193		21,152		1,250		20,050
Gregory A. Gehlmann		—		—		—		—


		Number of Years of		Present Value of		Payments During
		Credited Service		Accumulated Benefit		Last Fiscal Year
Name(3)	Plan Name	(#)(1)		($)(2)		($)
Claude E. Davis	Pension Plan		3	$	37,423	$	0
	SERP		3		58,862	$	0
C. Douglas Lefferson	Pension Plan		22		214,940	$	0
	SERP		22		88,807	$	0
J. Franklin Hall	Pension Plan		9		58,444	$	0
	SERP		9		6,226	$	0
Samuel J. Munafo	Pension Plan		36		795,391	$	0
	SERP		36		128,669	$	0
Gregory A. Gehlmann	Pension Plan		3		28,840	$	0
	SERP		3		3,675	$	0


	Executive	Registrant	Aggregate	Aggregate	Aggregate
	Contributions in	Contributions in	Earnings in	Withdrawals/	Balance
	Last FY	Last FY	Last FY	Distributions	at Last FYE
Name	($)	($)	($)	($)	($)
Claude E. Davis	33,000(1)	—	1,867(2)	—	108,466(3)


	(a)		(b)		(c)		(d)		(e)		(f)		(g)			(h)
													Gross Up Payment
													(Claw-back)			Estimated
											Total Benefits		for Additional			Total
					Unvested		Unvested				per Contract		Tax Imposed by			Payment
	Multiple of		Multiple of		In-the-Money		Restricted		Accel. of		(columns (a)		Section 280G			Post
	Base Pay		Short-Term		Option		Stock		Life Ins.		through		of the			Gross-Up
	(2 times)		Incentive(1)		Value(2)		Value(3)		Benefit		(e) (4)		Tax Code			(Claw-back)
Executive	$		$		$		$		$		$		($)(5)			$
C. Davis		900,000		450,000		—		691,980		373,798		2,083,186	Not triggered				2,083,186
D. Lefferson		545,900		170,114		—		201,210		193,252		933,489	Not triggered				933,489
F. Hall		463,500		144,438		—		131,100		134,222		727,280		145,143			872,423
S. Munafo		473,800		129,190		—		128,225		318,,151		923,170		(94,484	)		828,686
G. Gehlmann		473,800		73,283		—		109,440		187,932		844,455		86,222			930,677


	Total Present Value		Total Present Value		Incremental Value due		Incremental
	of Accumulated		Vested Accumulated		to Difference between		Value due
Named Executive	Benefit using FAS87		Benefit using Actual		FAS87 Assumptions and		due to Early
Officers	Assumptions (1)		Lump Sum Basis (2)		Actual Lump Sum Basis		Ret. Subsidies(3)
Claude Davis	$	96,285	$	—	$	—	$	—
C. Douglas Lefferson		303,747		438,388		134,642		—
J. Franklin Hall		64,671		99,401		34,721		—
Samuel J. Munafo		924,060		1,262,075		188,666		149,349
Gregory A. Gehlm		32,515		—		—		—


Fees by Category	2007		2006
Audit Fees	$	487,520	$	661,000
Audit-Related Fees (1)		33,000		33,000
Tax Fees (2)		—		—
All Other Fees (3)		65,800		61,550

Total	$	586,320	$	755,550


~~First Financial Bancorp.~~
~~Attn:~~		~~Gregory A. Gehlmann, General Counsel.~~ ~~Chief Risk Officer & Secretary~~
~~4000 Smith Road, Suite 400~~ ~~Cincinnati, Ohio 45209~~