FIRST FINANCIAL BANCORP /OH/, DEF 14A, 1999-03-22

FIRST FINANCIAL BANCORP /OH/
DEF 14A, 1999-03-22
NATIONAL COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

First Financial Bancorp.
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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing fee (Check the appropriate box) [X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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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):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing party:

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4) Date filed:

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<PAGE>
FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476

NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS

To Be Held April 27, 1999

Hamilton, Ohio
March 23, 1999

To the Shareholders:

The Annual Meeting of Shareholders of First Financial Bancorp.
(the "Corporation") will be held at the Fitton Center for Creative
Arts, 101 South Monument Avenue, Hamilton, Ohio 45011, on April 27,
1999, at 2:00 P.M., local time, for the following purposes:

1. To elect the following five Directors for terms expiring in
2002 (Class I) as successors to the class of Directors whose terms
expire in 1999: Carl R. Fiora, Barry J. Levey, Stephen S. Marcum,
Steven C. Posey and Martin J. Bidwell.

2. To consider and act upon an amendment to the Corporation's
Articles of Incorporation, as amended, to increase the number of
authorized common shares of the Corporation from 60,000,000 to
160,000,000.

3. To consider and act upon the First Financial Bancorp. 1999
Stock Incentive Plan for Officers and Employees.

4. To consider and act upon the First Financial Bancorp. 1999
Stock Option Plan for Non-Employee Directors.

5. To consider and act upon such other matters as may properly
come before the meeting or any adjournment thereof.

On March 5, 1999, there were 36,232,336 common shares outstanding.
Each shareholder is entitled to one vote for each common share held
regarding each matter properly brought before the meeting. Shareholders
of record of the Corporation at the close of business on March 5, 1999,
are entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof.

By Order of the Board of Directors,

/s/Michael R. O'Dell
--------------------------------------------
Michael R. O'Dell, Senior Vice President,
Chief Financial Officer, and Secretary

EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT
AT THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN
PROMPTLY THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A
STAMPED, ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
FIRST FINANCIAL BANCORP.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
Approximate Date to Mail - March 23, 1999

On behalf of the Board of Directors of First Financial Bancorp. (the
"Corporation"), a proxy is solicited from you to be used at the Corporation's
Annual Meeting of Shareholders ("Annual Meeting") scheduled for April 27, 1999,
at 2:00 P.M., local time, to be held at the Fitton Center for Creative Arts, 101
South Monument Avenue, Hamilton, Ohio 45011.

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 as directed; proxies properly
executed and returned which indicate no direction will be voted in favor of the
proposals set forth in the Notice of Annual Meeting attached hereto and more
fully described in this Proxy Statement. 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 present for purposes
of determining the presence of a quorum for the Annual 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 but not entitled to vote with respect to that
matter. Any shareholder giving the enclosed proxy has the power to revoke the
same prior to its exercise by filing with the Secretary of the Corporation a
written revocation or duly executed proxy bearing a later date, or by giving
notice of revocation in open meeting.

VOTING SECURITIES

As of March 5, 1999, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 36,232,336
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.

PRINCIPAL SHAREHOLDERS

As of March 5, 1999, First National Bank of Southwestern Ohio, Hamilton,
Ohio, and other subsidiary banks, as Trustees, held in trust 9,460,622 shares,
amounting to 26.11% of the outstanding common shares of the Corporation, which
shares are held by them in their fiduciary capacity under various agreements
with them as Trustees. The Trustees have advised the Corporation that they have
sole voting power for 6,064,060 shares, shared voting power for 0 shares, sole
investment power for 4,705,167 shares, and shared investment power for 2,977,844
shares. The Trustees hold 726,624 common shares under trust arrangements for
certain directors and executive officers, and their respective spouses or minor
children, which common shares are also reported in the following table showing
share ownership of directors and executive officers. Cincinnati Financial
Corporation, 6200 South Gilmore Road, Cincinnati, Ohio 45214, is the owner of
2,050,379 shares, amounting to 5.66% of the outstanding common shares of the
Corporation. Other than as set forth above, the Board of Directors has no
knowledge of any person who owned of record or beneficially more than 5% of the
outstanding common shares of the Corporation.
<PAGE>
SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS,
AND NOMINEES FOR DIRECTOR

As of March 5, 1999, the directors of the Corporation, including the five
persons intended by the Board of Directors to be nominated for election as
directors, the executive officers of the Corporation named in the Summary
Compensation Table who are not also directors and all executive officers and
directors of the Corporation as a group beneficially owned common shares of the
Corporation as set forth below.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership Percentage
Name of Common Shares (1) of Class (12)
- -------------------------------------------------------------------------------------------

<S> <C> <C>
Richard L. Alderson............................ 8,361
Arthur W. Bidwell.............................. 105,760 (2)
Martin J. Bidwell.............................. 1,200
Donald M. Cisle................................ 419,822 (3) 1.16%
Corinne R. Finnerty............................ 23,030
Carl R. Fiora.................................. 19,905 (4)
Vaden Fitton................................... 416,552 (5) 1.15%
James C. Garland............................... 13,692
F. Elden Houts................................. 43,207 (6)
Murph Knapke................................... 19,528
Barry J. Levey................................. 227,588 (7)
Stephen S. Marcum.............................. 85,128 (8)
Stanley N. Pontius............................. 105,648
Barry S. Porter................................ 19,422 (9)
Steven C. Posey................................ 14,124(10)
Perry D. Thatcher.............................. 7,994
Rick L. Blossom................................ 55,158
Michael R. O'Dell.............................. 64,676(11)
Mark W. Immelt................................. 13,981
Michael T. Riley............................... 56,791
All Executive Officers, Directors, and
Nominees as a group (20 persons)............. 1,721,567 4.75%
</TABLE>
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(1) Includes shares subject to outstanding options under the 1991 Stock
Incentive Plan which are exercisable by such individuals within 60 days.
(2) Of these, 2,389 shares are owned by Mr. Bidwell's wife, for which he
disclaims beneficial ownership.
(3) Seward-Murphy Inc., a corporation of which Mr. Cisle owns 44% of the
outstanding voting power and his father, Don S. Cisle, Jr., owns 45% of the
outstanding voting power, owns 395,971 common shares of the Corporation.
Mr. Cisle disclaims beneficial ownership of those shares.
(4) Of these, 2,613 shares are owned by Mr. Fiora's wife, for which he
disclaims beneficial ownership.
(5) Of these, 17,743 shares are owned by Mr. Fitton's wife, for which he
disclaims beneficial ownership.
(6) Of these, 961 shares are owned by Mr. Houts' wife, for which he disclaims
beneficial ownership.
<PAGE>
(7) Of these, 108,343 shares are owned by Levco Inc., a closely held
corporation of which Mr. Levey is Chief Operating Officer and a 1%
shareholder. Mr. Levey disclaims beneficial ownership of those shares.
(8) Of these, 7,016 shares are owned by Mr. Marcum's wife, 23,453 shares are
owned by their children, and 31,944 shares are owned by Mr. Marcum as
trustee of a private foundation, for all of which he disclaims beneficial
ownership. The shares do not include common shares held by Ohio Casualty
Corporation of which Mr. Marcum is a director. Mr. Marcum disclaims
beneficial ownership of those shares.
(9) Of these, 110 shares are owned by Mr. Porter's son, for which he disclaims
beneficial ownership. The shares do not include common shares held by Ohio
Casualty Corporation of which Mr. Porter is Chief Financial Officer. Mr.
Porter disclaims beneficial ownership of those shares.
(10) Of these, 3,993 are owned by Mr. Posey's minor children, for which he
disclaims beneficial ownership.
(11) Of these, 3,080 are owned by Mr. O'Dell's wife, for which he disclaims
beneficial ownership.
(12) Percentages of class are listed only for those owning in excess of one (1%)
percent.

2
<PAGE>
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)

The Board of Directors intends to nominate five persons as Class I
Directors, each for a three-year term. Vaden Fitton, a director of the
Corporation since 1965, and Arthur W. Bidwell, a director of the Corporation
since 1990, are not standing for re-election pursuant to the Corporation's
policy that directors are not eligible for re-election after attaining age 70.
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 Carl R. Fiora, Barry J. Levey, Stephen S. Marcum and Steven C.
Posey, all incumbent directors, and Martin J. Bidwell. In the event that any one
or more of such nominees unexpectedly becomes unavailable for election, the
accompanying proxy will be voted in accordance with the best judgment of the
proxy holders, including a possible substitute nominee. The five nominees for
Class I Directors receiving the most votes at the Annual Meeting will be elected
as Class I Directors.
<TABLE>
<CAPTION>
Position with Corporation and/or
Principal Occupation or Employment Director
Name and Age (1) For the Last Five Years Since
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<S> <C> <C>
Nominees -- Class I Directors -- Term Expiring in 2002:

Martin J. Bidwell, President and Director of Magnode Corporation (maker of aluminum
41 extrusions), Trenton, Ohio.

Carl R. Fiora, Retired President and Chief Executive Officer of Armco Steel Co., L.P.; 1987
64 formerly Area Vice President, Manufacturing and Services Group, Armco Inc.;
entire business career was with Armco Inc. (diversified steel and energy
company); Director of First National Bank of Southwestern Ohio,
Hamilton, Ohio.

Barry J. Levey, Chief Executive Officer of Manchester Inn, Middletown, Ohio, Retired 1985
68 partner of the law firm of Frost & Jacobs LLP, Middletown, Ohio; President of
Levco, Inc., and President of Levco Development Company, Inc. (both real estate
development companies), Middletown, Ohio; Retired State Senator; Chairman of
First Financial Bancorp., Hamilton, Ohio; Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio.

Stephen S. Marcum, Partner in Parrish, Fryman & Marcum Co., LPA; Director of Ohio Casualty 1996
41 Corporation (insurance holding company) and First National Bank of
Southwestern Ohio, Hamilton, Ohio.

Steven C. Posey, President of Posey Management Corp. DBA McDonald's; President of 1997
48 Posey Property Company; Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio.
<S> <C> <C>
Class II Directors -- Term Expiring in 2000:

Richard L. Alderson, Real estate investment and development; Director of Glove Specialties, Inc. 1997
50 (glove retailer); Former Trustee of Union Township, Butler County, Ohio;
Director of First National Bank of Southwestern Ohio, Hamilton, Ohio.

James C. Garland, President of Miami University, Oxford, Ohio; President of RAZR 1996
56 Technology (a consulting business); Director of First National Bank of
Southwestern Ohio, Hamilton, Ohio.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Murph Knapke, Owner of Knapke Law Office, Celina, Ohio; Director of Community First 1983
51 Bank & Trust Co., Celina, Ohio.

Stanley N. Pontius, President and Chief Executive Officer of First Financial Bancorp.; 1991
52 Chairman and Director of First National Bank of Southwestern Ohio,
Hamilton, Ohio; President of First National Bank of Southwestern Ohio
(1993-1997); Director of Ohio Casualty Corporation; held various positions
at Bank One Corporation for a period of 20 years.

Barry S. Porter, Chief Financial Officer/Treasurer of Ohio Casualty Corporation 1988
61 (insurance holding company) and its affiliated companies; Director of
First National Bank of Southwestern Ohio, Hamilton, Ohio.
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
Position with Corporation and/or
Principal Occupation or Employment Director
Name and Age (1) For the Last Five Years Since
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<S> <C> <C>
Perry D. Thatcher, President and Chief Executive Officer of Ample Industries, (manufacturer of 1997
68 products/machines for the paper industry); Director of First National Bank
of Southwestern Ohio, Hamilton, Ohio.

Class III Directors -- Term Expiring in 2001:

Donald M. Cisle, President of Don S. Cisle Contractor, Inc. (construction contractor) since 1989; 1996
44 Director of First National Bank of Southwestern Ohio, Hamilton, Ohio.

Corinne R. Finnerty, Partner in law firm of McConnell & Finnerty, North Vernon, 1998
42 Indiana (trial attorney); Director of Union Bank & Trust Co., North
Vernon, Indiana.

F. Elden Houts, Chairman and Director of Community First Bank & Trust, Celina, Ohio 1983
67 and retired Chairman and Chief Executive Officer of The Citizens Commercial
Bank & Trust Company, Celina, Ohio.
</TABLE>

(1) Ages are listed as of December 31, 1998.

PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES
(Item 2 on Proxy Card)

The Board of Directors has proposed the adoption of an amendment to the
Articles of Incorporation, as amended, that would increase the authorized number
of Common Shares, without par value, of the Corporation from 60,000,000 shares
to 160,000,000 shares. The Board proposes that the first paragraph of Article
Fourth of the Corporation's Articles of Incorporation be amended to read as
follows:

FOURTH: The total number of shares which the corporation is
authorized to issue is 160,000,000 common shares, without par value.

On the Record Date, of the 60,000,000 authorized common shares, 36,232,336
common shares were issued and outstanding, 88,002 common shares were treasury
shares and 23,679,662 common shares were unissued.

The Board of Directors believes that it is desirable and in the best
interests of the Corporation and its shareholders that there be a substantial
number of authorized but unissued common shares in order to assure flexibility
of action in the future. The Board also believes that an increase in the number
of common shares is necessary in order that a sufficient number of shares is
available for issuance from time to time if needed for such corporate purposes
as may be deemed appropriate by the Board. These purposes may include, for
example, using the shares as consideration in the acquisition of other banks and
savings and loan companies, the issuance of shares under the Corporation's
employee benefit plans or shareholder rights plan or general corporate purposes.
<PAGE>
In addition, the Corporation is requesting the 100,000,000 share increase at
this time in order to save additional expenses that would be paid to the Ohio
Secretary of State in subsequent years to further increase the authorized
shares. The maximum cost for an increase of 40,000,000 shares or more is
$100,000. The Corporation is seeking to avoid incurring this expense again in
the near future. The issuance of any additional common shares could have the
effect of diluting the ownership of existing shareholders.

Such additional authorized common shares could be issued as a defensive
measure in connection with a takeover attempt for the Corporation opposed by the
incumbent Board of Directors, and could be utilized in a manner which might have
the effect of making the acquisition of control of the Corporation more
difficult. For example, issuing additional common shares could have the effect
of diluting the ownership of persons seeking to obtain control of the
Corporation.

The proposed amendment to the Articles of Incorporation is not being
recommended in response to any specific effort of which the Corporation is aware
to obtain control of the Corporation, nor does the Board of Directors have any
present intent to use the additional common shares to impede a takeover attempt
except pursuant to the terms of its shareholder rights plan.

4
<PAGE>
The Corporation has no present intent to issue any of the additional common
shares which will be authorized by the adoption of the amendment to Article
Fourth. Moreover, there are no pending negotiations, discussions, obligations,
agreements or understandings which would involve the issuance of any common
shares, other than pursuant to those pending acquisitions of community banks
that have been announced and those negotiations and discussions regarding the
Corporation's possible acquisition of community banks which occur, from time to
time, in the course of the Corporation's business. The additional common shares
for which authorization is sought will have the same rights and privileges as
the common shares now authorized.

If the amendment is approved by the requisite vote, the Board will have the
authority to issue the additional authorized shares or any part thereof from
time to time to such persons and for such consideration as the Board of
Directors may determine, without necessarily requiring further action by the
shareholders.

Approval and Related Matters

The affirmative vote of two-thirds of the issued and outstanding shares of
the Corporation is required to approve this proposal. Accordingly, abstentions
and broker non-votes will have the effect of a vote against the proposed
amendment.

The Board of Directors' Recommendation

The Board of Directors unanimously recommends that shareholders vote FOR
this proposal. Unless otherwise specified by the shareholders, the Board intends
the accompanying proxy to be voted for this resolution.

Effect of Management Vote on Proposal

The directors and executive officers of the Corporation own beneficially
1,721,567 common shares, or 4.75% of the outstanding voting power, and
affiliates of the Corporation own beneficially 26.11% of the outstanding voting
power. The directors, executive officers and affiliates have indicated a present
intention to vote the common shares beneficially owned by them in favor of this
proposal.

PROPOSAL TO APPROVE THE FIRST FINANCIAL BANCORP.
1999 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES
(Item 3 on Proxy Card)

The Board of Directors has adopted and recommends that shareholders approve
the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and
Employees (the "1999 Stock Plan"). The proposed 1999 Stock Plan is intended to
succeed the portions of the First Financial Bancorp. 1991 Stock Incentive Plan
(the "1991 Stock Plan") applicable to officers and employees of the Corporation,
which the shareholders approved at the 1992 annual meeting, but whose reserve of
shares available for future award has been depleted during the past seven years.
The approval of the 1999 Stock Plan will not affect or modify any options
outstanding under the 1991 Stock Plan.

The purposes of the proposed 1999 Stock Plan are to attract and retain
outstanding individuals as employees of the Corporation and its subsidiaries and
to motivate these employees to achieve long-term performance objectives through
opportunities to acquire the Corporation's common shares as provided by the 1999
Stock Plan.
<PAGE>
Summary of the 1999 Stock Plan

The principal provisions of the 1999 Stock Plan are summarized below. This
summary, however, does not purport to be complete and is qualified in its
entirety by reference to the provisions of the 1999 Stock Plan, a copy of which
is included with this Proxy Statement as Exhibit A. Terms not defined herein
shall have the same meanings as set forth in the 1999 Stock Plan.

1. Administration. The 1999 Stock Plan is to be administered by the
Compensation Committee, which is authorized to interpret the 1999 Stock Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable for its administration. The
Compensation Committee currently consists of 6 members of the Board of Directors
who are "non-employee directors" (as such term is defined under Rule 16b-3 of
the Exchange Act), and "outside directors" (as such term is defined under
Section 162(m) of the Internal Revenue Code (the "Code")).

5
<PAGE>
2. Number of Shares Subject to 1999 Stock Plan. The number of shares of
Corporation Common Stock for which options and restricted stock awards may be
granted under the 1999 Stock Plan is limited to an aggregate of 6,000,000
shares, representing approximately 16.56% of the outstanding shares of the
Corporations's Common Stock on March 5, 1999. The options and restricted stock
awards are subject to anti-dilution adjustments in the event of certain changes
affecting the Corporation's capitalization.

3. Eligible Employees and Maximum Award. Officers and employees of the
Corporation, its subsidiaries and affiliates who are responsible for or
contribute to the management, growth and profitability of the business of the
Corporation, its subsidiaries and affiliates are eligible to be granted awards
under the 1999 Stock Plan. No individual may be granted awards covering in
excess of 600,000 shares of Common Stock over the life of the 1999 Stock Plan.
This limit is subject to anti-dilution adjustments in the event of certain
changes affecting the Corporation's capitalization.

4. Form of Awards. The 1999 Stock Plan provides for the grant of incentive
and non-qualified stock options and restricted stock awards. Prior to the grant
of any award, the Committee may establish performance goals or benchmarks that
are based on the attainment of specified corporate objectives. Such benchmarks
may consist of financial objectives, individual objectives, or a combination
thereof, except that with respect to "covered employees" as defined in Section
162(m)(3) of the Code, the benchmarks may consist of financial objectives only.
Financial objectives will be established by the Committee based upon one or more
of the following performance measures: cash flow, earnings per share, operating
income, revenues, return on assets, return on equity, shareholder return
(measured in terms of stock price appreciation) and/or total shareholder return
(measured in terms of stock price appreciation and/or dividend growth), net
interest income, net interest margin, loan loss coverage, achievement of cost
control, working capital, or stock price of the Corporation or such subsidiary,
division or department of the Corporation for or within which the participant is
primarily employed, in each case as reported or as adjusted for non-recurring
events and the effects thereof, and any other measures the Committee deems
appropriate. Such benchmarks also may be based upon attaining specified levels
of Corporation performance under one or more of the measures described above
relative to the performance of other corporations. The benchmarks may be
established on a corporate-wide basis or established with respect to one or more
operating units, divisions, acquired businesses, minority investments,
partnerships or joint ventures. Any such benchmarks are intended to qualify
under Section 162(m)(4)(c) of the Code and shall be set by the Committee within
the time period prescribed by Rule 162(m) of the Code and related regulations.

Stock Options. The terms of stock option awards will be determined by the
Committee. Each award is evidenced by a written agreement between the
Corporation and the individual to whom the award is made. The option agreement
will specify the option price, the expiration date of the option, the number of
shares to which the option pertains, and any conditions to the exercise of the
option and such other terms and conditions as the Committee shall determine. The
award agreement will also specify whether the option is intended to be an
incentive stock option eligible for preferential tax treatment under Section 422
of the Code or a non-qualified stock option.

The exercise price of each option will be equal to the fair market value of
the Common Stock on the date of grant. Payment by option holders upon the
exercise of an option may be made in cash or in shares of the Corporation's
Common Stock. Each option will provide that the optionee agrees not to sell,
<PAGE>
assign or transfer any shares acquired as a result of exercising the option
until such shares have been held for at least one year after the date of the
exercise of the option which resulted in their acquisition, except after a
change in control or the optionee's death, disability or retirement, or in
connection with tax withholding or option exercise.

Stock option awards will be exercisable over a period determined by the
Committee (but not more than ten years from the date of grant). Options may not
be transferred during the lifetime of the holder other than pursuant to the laws
of descent and distribution or (for non-qualified options only) pursuant to a
qualified domestic relations order. In the event that the holder's employment
with the Corporation is terminated by reason of normal or early retirement (as
defined in the Corporation's pension plan), death, or disability, the holder's
rights to exercise then-exercisable options will expire within the time period
consisting of the lesser of 12 months after the date of the holder's death,
disability or retirement or the remaining term of the option. In the event that
the holder's employment is terminated by reason other than retirement, death,
disability or cause, the holder's right to exercise then-exercisable options
will expire within the time period consisting of the lesser of three months or
the expiration of the term of the option. In the event that the holder's
employment is terminated by reason of a "change in control" of the Corporation,
the holder's right to exercise then-exercisable options will expire during the
period consisting of the lesser of six months plus one day or expiration of the
term of the option. In the event that the holder's employment is terminated for
cause, the holder's right to exercise then-exercisable options will be forfeited
immediately.

6
<PAGE>
Restricted Stock Awards. The Committee may grant, without payment therefor
to the Corporation, shares of Corporation Common Stock which are subject to
restrictions on transfer and forfeiture under certain circumstances (such
shares, while subject to such restrictions, are referred to as "restricted
shares"). The Committee will establish a period during which the restrictions
apply and may in its discretion at any time and from time to time accelerate the
time at which any of the restrictions will lapse.

5. Change in Control Provisions. In the event of a change in control of the
Corporation, then immediately after such event becomes effective, any
outstanding stock options shall become fully exercisable and vested to the full
extent of the original grant and any restrictions and deferral limitations
applicable to restricted stock shall lapse. For the definition of "change in
control," please refer to the definition contained in the 1999 Stock Plan.

6. Amendments to and Term of the 1999 Stock Plan. The 1999 Stock Plan will
terminate on April 26, 2009. The Board of Directors may terminate the Plan at an
earlier date or may amend the plan as it deems advisable; provided, that no such
amendment shall be made without shareholder approval to the extent such approval
is required by law or agreement. The Committee may authorize amendments to
outstanding options that are not inconsistent with the terms of the 1999 Stock
Plan, but no such amendment may impair the rights of any holder without the
holder's consent.

Federal Income Tax Consequences

The following is a brief summary of the current federal income tax rules
relevant to awards issued under the 1999 Stock Plan. These rules are subject to
change in the future.

Incentive Stock Options

No taxable income is realized by an option holder upon the grant or
exercise of an incentive stock option. If shares of Corporation Common Stock are
issued to an option holder pursuant to the exercise of an incentive stock option
granted under the 1999 Stock Plan, and if no disqualifying disposition of such
shares is made by such option holder within two years after the date of grant or
within one year after the transfer of such shares to such option holder, then
(a) upon sale of such shares, any amount realized in excess of the option price
will be taxed to such option holder as a long-term capital gain and any loss
sustained will be a long-term capital loss, and (b) no deduction will be allowed
to the Corporation for federal income tax purposes. Upon exercise of an
incentive stock option, the option holder may be subject to alternative minimum
tax on certain items of tax preference.

If shares of Corporation common stock acquired upon the exercise of an
incentive stock option are disposed of prior to the expiration of the two
years-from-grant/one-year-from-transfer holding period, generally (a) the option
holder will realize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the fair market value of the shares at exercise
(or, if less, the amount realized on the disposition of the shares) over the
option price thereof, and (b) the Corporation will be entitled to deduct such
amount. Any further gain or loss realized will be taxed as short-term or
long-term capital gain or loss, as the case may be, and will not result in any
deduction by the Corporation.
<PAGE>
Nonqualified Stock Options

With respect to nonqualified stock options under the 1999 Stock Plan, (a)
no income is realized by the option holder at the time the option is granted,
(b) generally, at exercise, ordinary income is realized by the option holder in
an amount equal to the difference between the option price (the amount paid for
the shares) and the fair market value of the shares on the date of exercise, and
the Corporation receives a tax deduction for the same amount, and (c) with
respect to any taxable disposition, appreciation or depreciation after the date
of exercise is treated as either short-term or long-term capital gain or loss
depending on whether the shares have been held more than twelve months. In the
case of any option holder who is subject to suit under Section 16(b) of the
Securities Exchange Act of 1934 with respect to the sale of the shares acquired
pursuant to exercise of an option, such shares will be treated as restricted
stock that is nontransferable and subject to a substantial risk of forfeiture
for so long as the sale of the shares at a profit could subject the option
holder to such a suit. See the discussion below for the federal income tax
consequences connected with restricted stock. The option holder would be
eligible to make an election under Section 83(b) with respect to such shares
within 30 days of the transfer of the shares to the option holder.

Restricted Stock

A recipient of restricted stock generally will be subject to tax at
ordinary income rates on the fair market value of stock at the time the stock is
transferable or is no longer subject to a substantial risk of forfeiture.
However, a

7
<PAGE>
recipient who so elects under Section 83(b) of the Internal Revenue Code within
30 days of the date of the grant will have ordinary taxable income on the date
of the grant equal to the fair market value of the shares of restricted stock as
if the shares were unrestricted and could be sold immediately. If the shares
subject to such election are forfeited, the recipient will not be entitled to
any deduction, refund or loss for tax purposes with respect to the forfeited
shares. Upon sale of the shares after the forfeiture period has expired, the
holding period to determine whether the recipient has long-term or short-term
capital gain or loss begins when the restriction period expires. The tax basis
of the shares will be equal to the fair market value of the shares at the time
the stock is no longer subject to forfeiture. However, if the recipient timely
elects to be taxed as of the date of the grant, the holding period commences on
the date of the grant and the tax basis will be equal to the fair market value
of the shares on the date of the grant as if the shares were then unrestricted
and could be sold immediately. If the above special Section 83(b) tax election
has been made, cash dividends paid to the award holder will be taxable dividend
income to the award holder when paid, but the Corporation will not be entitled
to any corresponding deduction. If such election has not been made, the award
holder will have taxable compensation income and the Corporation will generally
have a corresponding deduction when the dividends are paid.

Deduction Limit for Executive Compensation

Section 162(m) of the Internal Revenue Code limits federal income tax
deductions for compensation paid to the chief executive officer and the four
other most highly compensated officers of a public corporation to $1 million per
year, but contains an exception for performance-based compensation that
satisfies certain conditions.

The Corporation believes that the stock options to be granted under the
Plan with a fair market value exercise price will qualify for the
performance-based compensation exception to the deduction limit because the
compensation is based solely on an increase in value of the stock after the date
of the award. Restricted stock awards will only qualify as performance-based
compensation if the granting or vesting is contingent on attaining a performance
goal or benchmark and otherwise satisfies the standards for performance-based
compensation. However, due to the complexity of the requirements of Section
162(m), there can be no assurance that any awards under the 1999 Stock Plan will
qualify for the performance-based compensation exception to the deduction limit.

New Plan Benefits

As of the date of this Proxy Statement, the Corporation has made no awards
under the 1999 Stock Plan. Since awards will be authorized by the Compensation
Committee in its sole discretion, it is not possible to determine the benefits
or amounts that will be received by any particular employee or group of
employees in the future. Stock options have been awarded in 1998 under the 1991
Stock Incentive Plan. Information about these stock options awarded to the
executive officers named in the Summary Compensation Table appears at page 14
under "Options/SAR Grants In Last Fiscal Year."
<PAGE>
The following table provides additional information about stock options
awarded in 1998 under the 1991 Stock Incentive Plan:
<TABLE>
<CAPTION>
Potential Realizable
Value (Gain)at Assumed
Number of Shares Annual Rate of 5%
Name and Position Underlying Stock Options for 10 Years (1)
----------------- ------------------------ ----------------
<S> <C> <C>
All executive officers as a group (5 persons) 86,900 $1,205,053
All employees, including all current officers who
are not executive officers, as a group 71,800 995,660
</TABLE>

(1) The same assumptions are used in the calculation as those set forth at
footnote 1 under "Options/SAR Grants In Last Fiscal Year" below at page 14
assuming an annualized rate of appreciation in value of 5% for 10 years.

Approval and Related Matters

The affirmative vote of a majority of the shares present and voting at the
Annual Meeting is required to approve the First Financial Bancorp. 1999 Stock
Incentive Plan.

The Board of Directors' Recommendation

The Board of Directors unanimously recommends that shareholders vote FOR
the adoption of the First Financial Bancorp. 1999 Stock Incentive Plan. Unless
otherwise specified by the shareholders, the Board intends the accompanying
proxy to be voted for this resolution.

8
<PAGE>
Effect of Management Vote on Proposal

PROPOSAL TO APPROVE THE FIRST FINANCIAL BANCORP.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Item 4 on Proxy Card)

The Board of Directors has adopted and recommends that shareholders approve
the Corporation's 1999 Stock Option Plan for Non-Employee Directors (the
"Directors Plan"). The Directors Plan is similar to and is intended to succeed
the portions of the Corporation's 1991 Stock Incentive Plan applicable to
Director stock options. The Corporation does not intend to make additional
grants under the 1991 Stock Option Plan. The purpose of the Directors Plan is to
attract and retain highly qualified non-employee directors by permitting them to
obtain or increase their proprietary interest in the Corporation. Currently, the
Corporation has 14 non-employee directors.

The Directors Plan provides for awards of options to the Corporation's
non-employee directors. The principal provisions of the Directors Plan are
summarized below. This summary, however, does not purport to be complete and is
qualified in its entirety by reference to the provisions of the Directors Plan,
a copy of which is included with this Proxy Statement as Exhibit B. Terms not
defined herein shall have the same meanings as set forth in the Directors Plan.

Plan Administration

The Directors Plan is designed to operate automatically and not require any
significant administration. To the extent administration is required, the
Directors Plan will be administered by the Board of Directors of the
Corporation. No discretion concerning decisions under the Directors Plan will be
afforded to a person who is not a "disinterested person."

Shares Available for Issuance

The Directors Plan provides that 500,000 shares of Common Stock will be
available for the granting of awards, representing 1.38% of the Corporation's
Common Stock outstanding on March 5, 1999. The Common Stock subject to the
Directors Plan will be authorized but unissued shares or previously acquired
shares. Pursuant to the Directors Plan, the number and kind of shares which are
subject to awards will be appropriately adjusted in the event of certain changes
in capitalization of the Corporation, including stock dividends and splits,
reclassifications, recapitalizations, reorganizations, mergers, consolidations,
spin-offs, split-ups, combinations or exchanges of shares, and certain
distributions and repurchases of shares.
<PAGE>
Stock Options

Each non-employee director receives in the year in which he or she is
elected initially or re-elected to the Board of Directors an option to purchase
7,500 common shares. The exercise price of each option will be the fair market
value of the Common Stock subject to the option on the date of grant. Upon
exercise, the exercise price may be paid in cash or, in lieu of all or part of
the cash, shares of the Common Stock.

Under the Directors Plan, all options are exercisable following the first
anniversary of the date of grant of the option. Upon a Change in Control (as
defined in the Directors Plan), the optionee will have the right to exercise the
option in full as to all shares subject to the option within the lesser of six
months plus one day after the change in control or the expiration of the option.
The exercise period for any stock option will be ten years from the date of
grant unless sooner terminated. Each option will provide that the optionee
agrees not to sell, assign or transfer any shares acquired as a result of
exercising the option until such shares have been held for at least one year
after the date of the exercise of the option which resulted in their
acquisition, except after a Change in Control or the optionee's death,
disability or retirement, or in connection with tax withholding or option
exercise.

If the optionee ceases to be a director of the Corporation for any reason
other than death, disability, retirement, or removal for cause, the option will
terminate on the earlier of three months after the optionee ceases to be a
director or on the option's expiration date. During the three month period, such
option will be exercisable only with respect

9
<PAGE>
to the number of shares which the optionee was entitled to purchase on the day
preceding the day on which the optionee ceased to be a director. If the optionee
ceases to be a director because of removal for cause, the option will terminate
on the date of the optionee's removal. In the event of the optionee's death,
disability, or retirement while a director or the optionee's death within three
months after the optionee ceases to be a director (other than by reason of
removal for cause), the option will terminate upon the earlier of (i) 12 months
after the date of the optionee's death, disability, or retirement or (ii) the
option's expiration date. During such period, the option will be exercisable for
the number of shares as to which the option would have been exercisable on the
date preceding the optionee's death, disability or retirement.

Generally, options granted under the Directors Plan are not transferable by
an optionee except by bequest or the laws of descent and distribution, and
during the optionee's lifetime, the option may be exercised only by the
optionee.

Amendments and Termination

The Directors Plan will terminate on April 26, 2009. The Board of Directors
may terminate the Plan at an earlier date or may amend the Plan as it deems
advisable; provided, that no such amendment shall be made without shareholder
approval to the extent such approval is required by law or agreement. The
Committee may authorize amendments to outstanding options that are not
inconsistent with the terms of the Directors Plan, but no such amendment may
impair the rights of any optionee without the optionee's consent.

Duration

The Directors Plan will terminate on the earliest to occur of (i) the date
when all of the shares available under the Directors Plan have been acquired
through the exercise of options, (ii) April 26, 2009, or (iii) such other date
as the Board may determine.

Federal Income Tax Considerations

The options granted under the Directors Plan are nonqualified stock
options. See the discussion of Nonqualified Stock Options on page 7.

Approval and Related Matters

The affirmative vote of a majority of the shares present and voting at the
Annual Meeting is required to approve the First Financial Bancorp. 1999 Stock
Option Plan for Non-Employee Directors.

The Board of Directors' Recommendation

The Board of Directors unanimously recommends that shareholders vote FOR
the adoption of the First Financial Bancorp. 1999 Stock Option Plan for
Non-Employee Directors. Unless otherwise specified by the shareholders, the
Board intends the accompanying proxy to be voted for this resolution.
<PAGE>
Effect of Management Vote on Proposal.

10
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD

During the last fiscal year, the Board of Directors held five regularly
scheduled meetings and two special meetings. All of the incumbent directors and
each nominee standing for re-election attended 75% or more of those meetings and
the meetings held during the fiscal year by all board committees on which they
served, except Richard L. Alderson who attended 57% of such meetings.

Each director received $7,000 as a retainer and $500 per meeting attended
as a director of the Corporation. Each non-employee director is paid $250 for
each committee meeting attended. Pursuant to the 1991 Stock Incentive Plan, each
non-employee director receives in the year in which he or she is elected
initially or re-elected to the Board of Directors an option to purchase 5,364
common shares. Pursuant to the 1999 Stock Incentive Plan (if approved by the
shareholders), the number of shares will increase to 7,500. The exercise price
for each option granted is 100% of the fair market value on the date of grant.

The Board of Directors has a standing Audit Committee, Executive Committee
and Compensation Committee. The Executive Committee acts as the Nominating
Committee for the Board.

The Audit Committee makes recommendations to the Board of Directors
concerning the selection and engagement of the Corporation's independent
auditors and reviews with them the scope and status of the audit, the fees for
services performed by the firm, and the results of the completed audit. The
Committee also reviews and discusses with the internal audit department,
management and the Board of Directors, such matters as accounting policies,
internal controls and procedures for preparation of financial statements. The
members of the Audit Committee were Donald M. Cisle, Carl R. Fiora, Vaden
Fitton, Stephen S. Marcum, Barry S. Porter, Steven C. Posey and Perry D.
Thatcher. The Audit Committee held four meetings during the fiscal year.

The Executive Committee, in the recess of the Board, has the authority to
act upon most corporate matters subject to Board approval. The Committee acts as
the Nominating Committee and makes recommendations to the Board regarding
nominees for election as directors of the Corporation. The members of the
Executive Committee were Arthur W. Bidwell, Donald M. Cisle, Vaden Fitton, Barry
J. Levey, Stephen S. Marcum and Stanley N. Pontius. The Executive Committee held
two meetings during the fiscal year.

The Compensation Committee makes recommendations to the Board of Directors
with respect to the compensation of the executive officers of the Corporation
and all benefit plans of the Corporation. The members of the Compensation
Committee were Arthur W. Bidwell, Donald M. Cisle, Vaden Fitton, Barry J. Levey,
Stephen S. Marcum and Barry S. Porter. The Compensation Committee held three
meetings during the fiscal year.

The accounting firm of Ernst & Young LLP served as independent public
auditors for the Corporation and its subsidiaries during the past year.
Management expects that representatives of that firm will be present at the
Annual Meeting, will have the opportunity to make a statement, if they desire to
do so, and will be available to respond to appropriate questions.

11
<PAGE>
EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation earned
during the last three completed fiscal years by the Chief Executive Officer and
each of the four most highly compensated executive officers of the Corporation
whose total salary and bonus annually exceed $100,000 for services in all
capacities for the Corporation and its subsidiaries:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Long Term Compensation
- --------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- --------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted Securities All Other
Annual Stock Underlying LTIP Compen-
Name and Salary Bonus Compensation Award(s) Options/ Payouts sation
Principal Position Year ($) ($) ($)(1) ($)(2) SARs(#)(3) ($) ($) (4)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanley N. Pontius 1998 $380,398 $158,937 0 $ 0 26,400 0 $5,950
President and Chief 1997 325,813 103,058 0 0 19,360 0 4,500
Executive Officer 1996 297,142 93,718 0 34,750 2,662 0 4,457

Rick L. Blossom 1998 256,047 103,012 0 0 16,500 0 5,451
Senior Vice President 1997 186,531 56,406 0 31,130 2,420 0 4,500
and 1996 153,829 45,535 0 17,375 2,662 0 4,378
Chief Lending Officer

Michael R. O'Dell 1998 184,009 73,991 0 0 16,500 0 5,077
Senior Vice President, 1997 131,165 39,433 0 31,130 2,420 0 3,824
Chief Financial 1996 102,893 23,500 0 17,375 2,662 0 2,990
Officer
and Secretary

Michael T. Riley 1998 141,886 42,526 0 0 16,500 0 4,451
Senior Vice President 1997 112,256 26,675 0 31,130 2,420 0 3,352
1996 98,349 23,077 0 17,375 2,662 0 2,938

Mark W. Immelt 1998 137,002 30,606 0 0 11,000 0 4,266
Senior Vice President 1997 126,001 28,905 0 0 2,420 0 0
1996 7,096 17,784 0 0 0 0 0

</TABLE>
(1) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation, if any, does not exceed
the lesser of $50,000 or 10% of the total amount of annual salary and bonus
for the individual for that year.

(2) The number and value of the aggregate restricted stock holdings, as of
December 31, 1998, for the named executive officers are, respectively, as
follows: Mr. Pontius, 5,324 shares and $154,063; Mr. Blossom, 3,751 shares
and $108,545; Mr. O'Dell, 3,751 shares and $108,545; and Mr. Riley, 3,751
shares and $108,545. The number of shares has been adjusted for stock
dividends. Dividends will be paid on the restricted stock reported in this
column (f).
<PAGE>
(3) Adjusted for stock dividends.

(4) Represents the Corporation's contribution to the Thrift Plan and insurance
premiums paid by the Corporation under the Endorsement Method Split Dollar
Plan Agreement with respect to term life insurance for the benefit of the
named executive officers. Thrift Plan contributions and insurance premiums
paid during fiscal 1998 for each named executive officer are, respectively,
as follows: Mr. Pontius, $4,800 and $1,150; Mr. Blossom, $4,800 and $651;
Mr. O'Dell, $4,800 and $277; Mr. Riley, $4,205 and $246; and Mr. Immelt,
$3,886 and $380.

12
<PAGE>
Employment Agreements

The Corporation has employment agreements with key managers (including the
Chief Executive Officer and the other named executive officers of the
Corporation and the chief executive officers of the Corporation's affiliate
banks).

The term of each agreement ends upon the earlier of (i) the fifth
anniversary of its execution date, (ii) the date of the key manager's
retirement, death or total and permanent disability, or (iii) the completion of
full payment of all benefits under the agreement. Absent the key manager's
death, total and permanent disability or retirement, the agreement renews
annually from and after the fifth anniversary of its commencement date unless
written notice to the contrary is given by the key manager or the Corporation at
least six months prior to the expiration of the term, including any extension
thereof.

Upon one month's advance written notice, the Corporation may terminate the
key manager's employment with or without Cause and the key manager may terminate
his or her employment with or without Good Reason. "Cause" means a willful
engaging in gross misconduct materially and demonstrably injurious to the
Corporation, and "willful" means an act or omission in bad faith and without
reasonable belief that such act or omission was in, or not opposed to, the best
interests of the Corporation. "Good Reason" means: (a) change in the duties of
the key manager's position or the transfer to a new position in violation of the
terms of the agreement; (b) substantial alteration in the nature or status of
the key manager's responsibilities in violation of the agreement; (c) a
reduction in the key manager's base salary; (d) refusal by the Corporation or
its successor to renew the term of the agreement for any reason prior to the key
manager reaching his or her normal retirement date under the Corporation's
retirement plan; or (e) changes in the key manager's "employment benefits" in
violation of the terms of the agreement.

In the event that the Corporation terminates a key manager's employment
without Cause or the key manager voluntarily terminates his or her employment
for Good Reason and the key manager provides the Corporation with a release and
a covenant not to sue from all claims arising out of the key manager's
employment and termination of employment, the key manager shall receive the
following benefits: (i) his or her base salary for a period of 24 months (and,
in the case of the Chief Executive Officer and the Chief Financial Officer of
the Corporation, 36 months) from the date of termination of employment (such
period being the "Severance Pay Period"); (ii) if the key manager has
participated in the Corporation's Performance Incentive Compensation Plan for a
complete calendar year, an incentive compensation payment in one lump sum in an
amount equal to 2.0 times the percentage of the incentive payment made or
required to be made for the calendar year pursuant to the Performance Incentive
Compensation Plan immediately preceding the calendar year in which the
termination of employment occurs; and (iii) if such termination of employment
occurs within 12 months after a "change in control" of the Corporation, a
payment in one lump sum in an amount equal to the following: (A) with respect to
any shares subject to an option granted as of the time of the "change in
control" under the Corporation's 1991 Stock Incentive Plan (the "Incentive
Plan") that the key manager cannot exercise as a result of 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 Incentive
Plan as of the time of the change in control which the key manager forfeits as a
result of the termination of his or her 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.
<PAGE>
In addition, with respect to the Endorsement Method Split Dollar Plan
Agreement (the "Split Dollar Agreement"), the duration of the Severance Pay
Period shall be considered as if it were active employment for purposes of
determining whether the key manager is eligible to receive a retirement benefit
under the early retirement provisions of the Corporation's retirement plan, and,
if the date of termination of employment is within 12 months after a change in
control, the key manager will receive a payment (the "Split Dollar Payment")
within 90 days of the date of termination of employment in one lump sum equal to
the present value of the death benefit he or she would have received under the
Split Dollar Agreement determined as if he or she were eligible to receive a
retirement benefit under the early retirement provisions of the Corporation's
retirement plan, based on age and years of service at the end of the Severance
Pay Period, and died at age 75 when the Split Dollar Agreement was still in
effect. Present value will be determined using a discount rate of 7%.
Notwithstanding the foregoing, if the key manager elects to receive an
assignment of the policy under the Split Dollar Agreement, the Split Dollar
Payment shall be applied to the cash payment to the Corporation required under
the Split Dollar Agreement, and any portion of the Split Dollar Payment in
excess of the amount required to be paid to the Corporation shall be paid to
such key manager.

In the event that the Corporation terminates a key manager's employment for
Cause or the key manager terminates his or her employment without Good Reason,
upon the date of termination of employment, the key manager shall be eligible to
receive only those benefits provided in accordance with the plans and practices
of the Corporation

13
<PAGE>
that are applicable to employees generally. Any disputes concerning the reason
for termination and any other claims arising during the course of employment
will be resolved through binding arbitration.

If the receipt of any payments described above, in combination with any
other payments to the key manager from the Corporation, shall, in the opinion of
independent tax counsel selected by the Corporation, result in the payment by
the key manager of any excise tax provided in Section 280G and Section 4999 of
the Code, the amounts of such additional payments shall be reduced to the extent
required, in the opinion of independent tax counsel, to prevent the imposition
of such excise tax.

During the term of the key manager's employment and for a period of six
months following termination of the key manager's employment for any reason
other than by the Corporation for Cause, the key manager has agreed not to
compete with the Corporation's banking and lending businesses in the states of
Ohio, Indiana, Michigan or Kentucky.

The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the fiscal year ended
December 31, 1998.
<TABLE>
<CAPTION>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Potential
Realizable
Value (Gain) at
Assumed Annual
Rates of
Stock Price
Appreciation for
Individual Grants Option Term (1)
- -------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities % of Total Exercise
Underlying Options Granted or Base
Options/SARs to Employees in Price (2)(3) Expiration 5% 10%
Name Granted (3) Fiscal Year ($/Sh) Date $35.92 $57.19
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stanley N. Pontius 26,400 16.6% $22.05 2008 $366,092 $927,749
Rick L. Blossom 16,500 10.4% 22.05 2008 228,808 579,843
Michael R. O'Dell 16,500 10.4% 22.05 2008 228,808 579,843
Michael T. Riley 16,500 10.4% 22.05 2008 228,808 579,843
Mark W. Immelt 11,000 6.9% 22.05 2008 152,538 386,562

</TABLE>

(1) As required by rules of the Securities and Exchange Commission, potential
values stated are based on the prescribed assumption that the Corporation's
common shares will appreciate in value from the date of grant to the end of the
option term (ten years from the date of grant) at annualized rates of 5% and 10%
(total appreciation of 63% and 159% resulting in values of approximately $35.92
and $57.19), respectively, and therefore are not intended to forecast possible
future appreciation, if any, in the price of the Corporation's common shares. As
<PAGE>
an alternative to the assumed potential realizable values stated in the above
table, the Securities and Exchange Commission rules would permit stating the
present value of such options at date of grant. Methods of computing present
values suggested by different authorities can produce significantly different
results. Moreover, since stock options granted by the Corporation are not
transferable, there is no objective criteria by which any computation of present
value can be verified. Consequently, the Corporation's management does not
believe there is a reliable method of computing the present value of such stock
options.

(2) All options are granted at 100% of fair market value on the date of grant.
The options are exercisable during a period commencing one year after the date
of grant and ending on the date specified in the option agreement which, in no
event, is later than 10 years after the date of grant, provided that the
optionee remained 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.

(3) Adjusted for 10% stock dividend paid on January 4, 1999.

14
<PAGE>
The following table shows aggregate option exercises in the last fiscal
year and year-end values.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)

Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#)(2) FY-End ($)(3)
- --------------------------------------------------------------------------------------------------------------------

Shares Acquired Value Exercisable (E)/ Exercisable (E)/
Name on Exercise (#)(2) Realized ($)(1) Unexercisable (U) Unexercisable (U)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stanley N. Pontius 35,491 $676,926 22,022 (E) $353,608 (E)
26,400 (U) $181,896 (U)

Rick L. Blossom 1,710 28,215 3,372 (E) $ 54,041 (E)
16,500 (U) $113,685 (U)

Michael R. O'Dell 3,326 51,753 9,075 (E) $146,898 (E)
16,500 (U) $113,685 (U)

Michael T. Riley 508 6,746 5,082 (E) $ 81,213 (E)
16,500 (U) $113,685 (U)

Mark W. Immelt 0 0 2,420 (E) $ 38,914 (E)
11,000 (U) $ 75,790 (U)
</TABLE>
(1) Aggregate market value of shares covered by the option less the aggregate
exercise price paid by the executive officer.

(2) Adjusted for stock dividends.

(3) Values stated reflect gains on outstanding options based on the fair market
value of $28.94 per common share of the Corporation on December 31, 1998.

The Corporation has no long term incentive plans relating to future
compensation of the Chief Executive Officer or the named executive officers
other than the 1991 Stock Incentive Plan and the 1999 Stock Incentive Plan if
approved by the shareholders at this meeting.

Personal Benefits

The executive officers of the Corporation and its subsidiaries also receive
certain fringe benefits, such as participation in group medical and life
insurance programs, which are generally available to employees of the
Corporation and its subsidiaries on a non-discriminatory basis. In addition, the
executive officers are reimbursed for business-related expenses they incur
(including certain club dues and expenses), and some officers also have the use
of Corporation-owned automobiles. Management believes that the costs of
reimbursement of such expenses and providing such automobiles constitute
ordinary and necessary business expenses that facilitate job performance and
minimize work-related expenses incurred by the executive officers. Executive
officers have included in their taxable income the cost of personal use of
Corporation-owned automobiles. Management has concluded that the aggregate
amount of such personal benefits does not exceed the lesser of $50,000 with
respect to any executive officer or 10% of the compensation of such person.
<PAGE>
Benefit Plans

The Corporation has a thrift plan, a retirement plan and a supplemental
retirement plan. 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. All employees who are 21 years of age and have had one (1) year
of service are covered. Among the named executive officers, the supplemental
retirement plan covers Stanley N. Pontius and Rick L. Blossom.

15
<PAGE>
The thrift plan is voluntary and participants may contribute to the plan.
The Corporation's or the subsidiaries' contributions are 50% of each
participant's contribution limited to 3% of base salary of each participant and
become fully vested when made. All employees, however, may contribute to the
plan in excess of the matching contributions up to 12% of base salary unless
limited by law or regulation.

Under the retirement plan and supplemental retirement plan, amounts that
are payable to persons in selected remuneration and service classifications at
normal retirement age are:
<TABLE>
<CAPTION>

Estimated Annual Benefits
For Years of Credited Service Indicated (1)(2)(3)

Average
Annual Salary 10 15 20 25 30 35 40 or more
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000 $ 24,266 $ 36,400 $ 48,533 $ 60,291 $ 72,049 $ 83,807 $ 92,057
175,000 28,516 42,775 57,033 70,916 84,799 98,682 108,307
200,000 32,766 49,150 65,533 81,541 97,549 113,557 124,557
225,000 37,016 55,525 74,033 92,166 110,299 128,432 140,807
250,000 41,266 61,900 82,533 102,791 123,049 143,307 157,057
275,000 45,516 68,275 91,033 113,416 135,799 158,182 173,307
300,000 49,766 74,650 99,533 124,041 148,549 173,057 189,557
325,000 54,016 81,025 108,033 134,666 161,299 187,932 205,807
350,000 58,266 87,400 116,533 145,291 174,049 202,807 222,057
375,000 62,516 93,775 125,033 155,916 186,799 217,682 238,307
400,000 66,766 100,150 133,533 166,541 199,549 232,557 254,557
425,000 71,016 106,525 142,033 177,166 212,299 247,432 270,807
450,000 75,266 112,900 150,533 187,791 225,049 262,307 287,057
475,000 79,516 119,275 159,033 198,416 237,799 277,182 303,307
500,000 83,766 125,650 167,533 209,041 260,549 292,057 319,557
525,000 88,016 132,025 176,033 219,666 263,299 306,932 335,807
550,000 92,266 138,400 184,533 230,291 276,049 321,807 352,057
575,000 96,516 144,775 193,033 240,916 288,799 336,682 368,307
600,000 100,766 151,150 201,533 251,541 301,549 351,557 384,557
</TABLE>

(1) The compensation covered by the retirement plan is defined as the cash
remuneration paid to an employee. The cash remuneration paid to the named
executive officers during the prior fiscal year is equal to the compensation
reported in columns (c) and (d) of the Summary Compensation Table after
adjustment for amounts actually paid during fiscal year 1998. The current
covered compensation and the credited years of participation under the plans,
which can be used to compute the estimated annual benefit for each of the named
executive officers, are as follows: Stanley N. Pontius - $466,326 and 7 years;
Rick L. Blossom - $306,657 and 14 years; Michael R. O'Dell - $160,000 and 20
years; Michael T. Riley - $160,000 and 15 years; and Mark W. Immelt - $160,000
and 1 year.
<PAGE>
(2) In the retirement plan, participants are 100% vested after five (5) years of
credited service. The normal retirement benefit at the normal retirement age
(65), effective January 1, 1989, is 1.1% of the average monthly compensation
multiplied by years of service (maximum of 40), plus .6% of average monthly
compensation greater than Social Security covered compensation multiplied by
years of service (maximum of 35). Average monthly compensation is the average
monthly compensation for the five consecutive plan years which produce the
highest average. The estimated benefits accrued during the year under the
retirement plan for each of the officers in the remuneration table are not
actuarially ascertainable under the methods used for calculation of the cost to
the Corporation by the actuaries.

(3) As a result of the provisions of the Code, maximum annual compensation for
which benefits will be paid under the retirement plan is $160,000 and maximum
annual benefits under the retirement plan are $130,000 (for 1999). Messrs.
Pontius and Blossom participate in the supplemental retirement plan. The benefit
under the supplemental retirement plan is equal to the difference between the
annual benefit payable under the retirement plan without regard to the limits
imposed by the Code upon qualified plans and the maximum annual benefit payable
under the retirement plan upon the executive's retirement.

16
<PAGE>
PERFORMANCE GRAPH

The following graph compares the five-year cumulative total return of the
Corporation with that of companies that comprise the NASDAQ Market Index (the
"NASDAQ Broad Market Index") and two different sets of Ohio and Indiana bank
holding companies (the "Old Peer Group" and the "New Peer Group"). The
information presented assumes that dividends are reinvested, and the returns of
the issuers compromising the peer groups have been weighted according to their
respective stock market capitalization.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]

1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FFBC 100 105.97 114.25 120.14 202.08 272.27
OLD PEER GROUP 100 105.37 123.83 168.30 244.15 262.24
NEW PEER GROUP 100 99.52 139.03 187.58 299.71 327.62
NASDAQ BROAD MARKET INDEX 100 104.99 136.18 169.23 207.00 291.96

</TABLE>

The Old Peer Group is the peer group index used for the comparison of
five-year cumulative total return in the 1998 Proxy Statement. The companies
comprising the Old Peer Group are CNB Bancshares, Inc., First Financial
Bancorp., First Source Corporation, Irwin Financial Corporation, Old National
Bancorp and Provident Financial Group Inc. Fort Wayne National Corp. and Mid-Am
Inc. have been eliminated from the Old Peer Group because they were both
acquired and merged with other corporations. The Old Peer Group represents
certain Ohio and Indiana bank holding companies of between $1.7 billion and $8.2
billion in assets.

The New Peer Group represents all actively traded bank holding companies in
Ohio and Indiana. It is comprised of ANB Corporation, BancFirst Ohio Corp,
Belmont Bancorp., CNB Bancshares, Inc., Community Bank Shares of Indiana, Inc.,
Fifth Third Bancorp, First Financial Bancorp., First Financial Corporation,
First Merchants Corporation, First Source Corporation, FirstMerit Corporation,
German American Bancorp, Huntington Bancshares Incorporated, Indiana United
Bancorp, Irwin Financial Corporation, KeyCorp, Lakeland Financial Corporation,
MetroBanCorp, National City Bancshares, Inc., National City Corporation, Oak
Hill Financial, Inc., Ohio Valley Banc Corp., Old National Bancorp, Park
National Corporation, Peoples Bancorp, Inc., Peoples Bank Corporation of
Indianapolis, Provident Financial Group Inc., Second Bancorp, Incorporated,
Signal Corp., Sky Financial Group Inc., United Bancorp, Inc., and Wayne Bancorp,
Inc. GLB Bancorp, Inc. and Mahoning National Bancorp, Incorporated are not
included because they have only been actively traded since 1998.
<PAGE>
The new group of peer issuers has been selected to provide a more
meaningful comparison between the Corporation's performance and that of its
peers. In 1993, when the Old Peer Group was first used, it was comprised of 11
bank holding companies. Primarily as a result of acquisitions and mergers, the
Old Peer Group is now down to six companies. It is management's opinion that
this group has become too small to provide a meaningful comparison to the
Corporation's performance. The New Peer Group has been expanded to include all
actively traded bank holding companies based in Ohio and Indiana, the two states
that make up the Corporation's current primary market. The larger population of
the New Peer Group should reduce the necessity of redefining the peer group in
the near future due to attrition.

17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Pontius, the President and Chief Executive Officer of the Corporation,
is a director of Ohio Casualty Corporation and a member of the Ohio Casualty
Corporation Compensation Committee. During 1998, Mr. Porter, who is Chief
Financial Officer/Treasurer of Ohio Casualty Corporation, served on the
Corporation's Compensation Committee. A banking subsidiary of the Corporation
participates (with other banks) in a loan to Ohio Casualty Corporation, and such
loan (a) was made in the ordinary course of business, (b) was made on
substantially the same terms, including interest and nature of collateral, as
those prevailing at the time for comparable transactions with other persons, and
(c) did not involve more than the normal risk of collectibility or present
unfavorable features.

COMPENSATION COMMITTEE REPORT

The Compensation Committee's goal in setting executive compensation is to
provide incentives to its executive officers to increase shareholder value. To
achieve this goal, the Compensation Committee authorizes base salaries that are
competitive with those set at bank holding companies of comparable size and
performance and uses programs that personally reward executives for corporate
financial results (i) that are above those of comparable bank holding companies
and (ii) that have benefited the Corporation's shareholders.

The components of the Corporation's Executive Compensation program are base
salary, a Performance Incentive Compensation Plan ("PIC") and the 1991 Stock
Incentive Plan.

In determining each executive officer's base salary, the Compensation
Committee utilizes studies prepared by Wyatt Data Services of New York ("WDS")
and the 1998 SNL Executive Compensation Review for Commercial Banks prepared by
SNL Securities of Charlottesville, Virginia ("SNL"). The WDS survey compiles
total compensation data based on asset size and geographic region, including
salary ranges, by position, for 82 banks located nationwide and of similar size
to the Corporation. The 1998 SNL Executive Compensation Review for Commercial
Banks compiles data from the 1997 (latest available) proxies of commercial banks
and holding companies throughout the United States. The Compensation Committee
reviewed the information provided by SNL on First Financial Bancorp. SNL's
Executive Compensation Review is particularly helpful, because it creates a peer
group of 30 commercial banking companies, and compares the executive
compensation of the top five executive officers, factoring in company
performance. Specifically, the Compensation Committee noted that the Corporation
performed in the 88th percentile in the category of return on average equity
(ROAE), while Mr. Pontius, the President and Chief Executive Officer of the
Corporation, was paid in the 51st percentile (with the 100th percentile
representing both the highest ROAE and the highest compensation). The Committee
agreed that, based on this excellent performance, the named executive officers
should be paid at about the 75th percentile, after appropriate tenure in their
respective positions. The base salary increases reflect the Compensation
Committee's decision.

After consideration of: (i) a comparison of the Corporation to other banks
contained in the WDS and SNL surveys, and their size, profitability, number of
officers and employees, officers' experience and officers' responsibilities;
(ii) historical compensation data for each of the executive officers; and (iii)
the estimated maximum PIC payouts as a component of total compensation and its
effect on base salary; the Compensation Committee determined the base salaries
of the Chief Executive Officer and the other named executive officers with the
full Board of Directors approving the Committee's recommendations.
<PAGE>
The PIC covered 54 key executives (including the named executive officers)
of the Corporation and its affiliates. Payouts under the PIC are based on
meeting or exceeding specific pre-set targets. Key officers are awarded points
based on their level of success in reaching established targets. Each point
achieved equals one percent of base salary of the participant to a pre-set
maximum. For 1998, the targeted areas were net earnings increase combined with
return on equity, return on assets and the price of the Corporation's common
shares compared to the book value of the Corporation. Other areas considered
were control of non-interest expense, net interest margin, increase in net
interest income and loan loss reserve coverage, with the targeted areas being
weighted differently depending on each officer's responsibilities. The maximum
payouts for the named executive officers were as follows: Mr. Pontius - 40
points, Mr. Blossom - 35 points, Mr. O'Dell - 35 points, Mr. Riley - 25 points,
and Mr. Immelt - 20 points. Mr. Pontius and the other named executive officers
received 100% of their pre-set targets. For Mr. Pontius, the targeted areas were
weighted as follows: net earnings increase combined with return on equity (64%),
return on assets (18%) and common share price compared to book value (18%). The
Compensation Committee approved the PIC targets and percentages, and the Board
of Directors approved the Committee's recommendations. In addition, all
employees of the Corporation and First National Bank of Southwestern Ohio
received a year-end bonus equal to 4.0% of their base salary (except the named
executive officers who received 3.5% as in the past).

18
<PAGE>
The Corporation's 1991 Stock Incentive Plan provides incentive compensation
to executive officers that is tied to the enhancement of shareholder value. The
Compensation Committee determined and approved in January 1998 an incentive
stock option for the Chief Executive Officer based on the Committee's subjective
evaluation of the Chief Executive Officer's performance taking into
consideration the Corporation's profitability and overall 1997 financial
performance.

Regarding the compensation of Mr. Pontius, President and Chief Executive
Officer, based on the foregoing, Mr. Pontius received his base salary, a PIC
award of $146,600 and an incentive stock option for 26,400 common shares
(adjusted for stock dividends).

The Compensation Committee is aware of Section 162(m) of the Code but
believes that it has no application to the Corporation at the present time based
on the present levels and the anticipated levels during the next few years of
qualifying compensation paid to its executive officers.

COMPENSATION COMMITTEE

Barry J. Levey, Chairman Vaden Fitton
Arthur W. Bidwell Stephen S. Marcum
Donald M. Cisle Barry S. Porter

ANNUAL REPORT

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, 1998,
is being mailed to each shareholder with the Proxy and Proxy Statement, but such
Annual Report is not incorporated in this Proxy Statement and is not deemed to
be a part of the Proxy soliciting material.

SHAREHOLDER PROPOSALS

If an eligible shareholder wishes to present a proposal for action at the
2000 Annual Meeting of the Corporation, it shall be presented to management by
certified mail, written receipt requested, not later than November 23, 1999, for
inclusion in the Corporation's Proxy Statement and form of Proxy relating to
that meeting. Any such proposal must comply with Rule 14a-8 promulgated by the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended. Any shareholder who intends to propose any other matter to be
acted upon at the 2000 Annual Meeting of Shareholders must inform the
Corporation no later than February 6, 2000. If notice is not provided by that
date, the persons named in the Corporation's proxy for the 2000 Annual Meeting
will be allowed to exercise their discretionary authority to vote upon any such
proposal without the matter having been discussed in the proxy statement for the
2000 Annual Meeting. Proposals shall be sent to First Financial Bancorp.,
Attention: Michael R. O'Dell, Senior Vice President, Chief Financial Officer,
and Secretary, 300 High Street, P.O. Box 476, Hamilton, Ohio 45012-0476.
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires the Corporation's
officers and 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 Securities and Exchange
Commission (SEC). Officers, directors and greater than 10 percent shareowners
are required by SEC regulation 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 it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Corporation
believes that all its officers, directors, and greater than 10 percent
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 1998.

19
<PAGE>
OTHER MATTERS

Some of the officers and directors of the Corporation and the companies
with which they are associated were customers of the banking subsidiaries of the
Corporation. The loans to such officers and directors and the companies with
which they are associated (a) were made in the ordinary course of business, (b)
were made on substantially the same terms, including interest and nature of
collateral, as those prevailing at the time for comparable transactions with
other persons, and (c) did not involve more than the normal risk of
collectibility or present other unfavorable features.

The subsidiaries of the Corporation have had, and expect to have in the
future, banking transactions in the ordinary course of business with directors,
officers, principal stockholders, and their associates on the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others.

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, 1998, AND AS FILED WITH THE SEC WITHOUT CHARGE BY
SUBMITTING A WRITTEN REQUEST TO THE FOLLOWING ADDRESS:

FIRST FINANCIAL BANCORP.
Attention: Michael R. O'Dell, Senior Vice President,
Chief Financial Officer, and Secretary
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476

Management and the Board of Directors of the Corporation 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
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.

The expense of proxy solicitation will be borne by the Corporation. Proxies
will be solicited by mail and may be solicited, for no additional compensation,
by some of the officers, directors and employees of the Corporation or its
subsidiaries, by telephone or in person. Brokerage houses and other custodians,
nominees and fiduciaries may be requested to forward soliciting material to the
beneficial owners of shares of the Corporation and will be reimbursed for their
related expenses.

By Order of the Board of Directors,

/S/Michael R. O'Dell
---------------------
Michael R. O'Dell, Senior Vice President,
Chief Financial Officer, and Secretary
March 23, 1999

20
<PAGE>
EXHIBIT A

FIRST FINANCIAL BANCORP. 1999 STOCK INCENTIVE PLAN
FOR OFFICERS AND EMPLOYEES

SECTION 1. Purpose; Definitions

1.1 Purpose. The purpose of the Plan is to give the Corporation a
competitive advantage in attracting, retaining and motivating officers and
employees and to provide the Corporation and its subsidiaries with a stock plan
providing incentives linked to the profitability of the Corporation businesses
and increases in shareholder value.

1.2 Definitions. For purposes of the Plan, the following terms are defined
as set forth below:

(a) "Affiliate" means a corporation or other entity controlled by the
Corporation and designated by the Committee from time to time as such.

(b) "Award" means an award of Stock Options or Restricted Stock.

(c) "Benchmarks" means the performance goals or benchmarks established
by the Committee prior to the grant of an Award that are based on the attainment
of one or any combination of the following: cash flow, earnings per share,
operating income, revenues, return on assets, return on equity, shareholder
return (measured in terms of stock price appreciation) and/or total shareholder
return (measured in terms of stock price appreciation and/or dividend growth),
net interest income, net interest margin, loan loss reserve coverage,
achievement of cost control, working capital, or stock price of the Corporation
or such subsidiary, division or department of the Corporation for or within
which the participant is primarily employed, in each case as reported or as
adjusted for non-recurring events and the effects thereof, and any other
measures the Committee deems appropriate. Such Benchmarks also may be based upon
attaining specified levels of Corporation performance under one or more of the
measures described above relative to the performance of other corporations. The
Benchmarks may be established on a corporate-wide basis or established with
respect to one or more operating units, divisions, acquired businesses, minority
investments, partnerships or joint ventures. Such Benchmarks are intended to
qualify under Section 162(m)(4)(c) of the Code and shall be set by the Committee
within the time period prescribed by Section 162(m) of the Code and related
regulations.

(d) "Board" means the Board of Directors of the Corporation.

(e) "Cause" means (1) conviction of a participant for committing a
felony under federal law or the law of the state in which such action occurred,
(2) dishonesty in the course of fulfilling a participant's employment duties,
(3) willful and deliberate failure on the part of a participant to perform his
employment duties in any material respect, or such other events as shall be
determined by the Committee, or (4) the meaning ascribed thereto in any
employment agreement to which such participant is a party. The Committee shall
have the sole discretion to determine whether "Cause" exists, and its
determination shall be final.

(f) "Change in Control" has the meaning set forth in Section 7.2.

(g) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
<PAGE>
(h) "Commission" means the Securities and Exchange Commission or any
successor agency.

(i) "Committee" means the Committee referred to in Section 2.

(j) "Common Stock" means common shares, without par value, of the
Corporation.

(k) "Corporation" means First Financial Bancorp., an Ohio corporation.

(l) "Covered Employee" means a participant designated prior to the
grant of shares of Restricted Stock by the Committee who is or may be a "covered
employee" within the meaning of Section 162(m)(3) of the Code in the year in
which Restricted Stock is expected to be taxable to such participant.

(m) "Disability" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.

(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

A-1
<PAGE>
(o) "Fair Market Value" means, as of any given date, the closing price
of the Common Stock as reported by the NASDAQ National Market System. In the
event that there are no such Common Stock transactions on such date, the Fair
Market Value shall be determined as of the immediately preceding date on which
there were stock transactions. If there is no regular public trading market for
such Common Stock, the Fair Market Value of the Common Stock shall be determined
by the Committee in good faith.

(p) "Incentive Stock Option" means any Stock Option designated as, and
qualified as, an "incentive stock option" within the meaning of Section 422 of
the Code.

(q) "Non-Employee Director" means a member of the Board who qualifies
as a non-employee director as defined in Rule 16b-3(b)(3)(i), as promulgated by
the Commission under the Exchange Act, or any successor definition adopted by
the Commission.

(r) "Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

(s) "Plan" means the First Financial Bancorp. 1999 Stock Incentive
Plan, as set forth herein and as hereafter amended from time to time.

(t) "Restricted Stock" means an award granted under Section 6.

(u) "Retirement" means retirement from active employment with the
Corporation, a subsidiary or Affiliate that qualifies as normal retirement or
early retirement under the Corporation's pension plan.

(v) "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

(w) "Stock Option" means an option granted under Section 5.

(x) "Termination of Employment" means the termination of the
participant's employment with the Corporation and any subsidiary or Affiliate. A
participant employed by a subsidiary or an Affiliate shall also be deemed to
incur a Termination of Employment if the subsidiary or Affiliate ceases to be
such a subsidiary or an Affiliate, as the case may be, and the participant does
not immediately thereafter become an employee of the Corporation or another
subsidiary or Affiliate. Temporary absences from employment because of illness,
vacation or leave of absence and transfers among the Corporation and its
subsidiaries and Affiliates shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in
the first place in which they are used.

SECTION 2. Administration

2.1 General. The Plan shall be administered by the Compensation Committee
or such other committee of the Board as the Board may from time to time
designate (the "Committee"), which shall be composed of not less than three
Non-Employee Directors, each of whom shall be an "outside director" for purposes
of Section 162(m)(4) of the Code, and shall be appointed by and serve at the
pleasure of the Board.
<PAGE>
2.2 Authority. The Committee shall have plenary authority to grant Awards
pursuant to the terms of the Plan to officers and employees of the Corporation
and its subsidiaries and Affiliates. Among other things, the Committee shall
have the authority, subject to the terms of the Plan, to:

(a) Select the officers and employees to whom Awards may from time to
time be granted;

(b) Determine whether and to what extent Incentive Stock Options,
Nonqualified Stock Options and Restricted Stock or any combination thereof are
to be granted hereunder;

(d) Determine the terms and conditions of any Award granted hereunder,
including, but not limited to, the option price (subject to Section 5.5(a)), any
vesting condition, restriction or limitation (which may be related to the
performance of the participant, the Corporation or any subsidiary or Affiliate)
and any vesting acceleration or forfeiture waiver regarding any Award and the
shares of Common Stock relating thereto, based on such factors as the Committee
shall determine;

(e) Modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time, including but not limited to any Benchmarks
established; provided, however, that the Committee may not adjust upwards the
amount payable to a designated Covered Employee with respect to a particular
award upon the satisfaction of any established Benchmarks; and

(f) Determine to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award shall be deferred.

A-2
<PAGE>
2.3 Rules; Interpretation. The Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable, to interpret the terms
and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the
Plan.

2.4 Action by Committee. The Committee may act only by a majority of its
members then in office, except that the members thereof may: (i) delegate to an
officer of the Corporation the authority to make decisions pursuant to
paragraphs (c), (g), (h), and (i) of Section 5.5 (provided that no such
delegation may be made that would cause Awards or other transactions under the
Plan to cease to be exempt from Section 16(b) of the Exchange Act); and (ii)
authorize any one or more of their number or any officer of the Corporation to
execute and deliver documents on behalf of the Committee.

Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Corporation and Plan participants.

SECTION 3. Common Stock Subject to Plan

3.1 In General. Subject to Section 3.3, the total number of shares of
Common Stock available for grant under the Plan shall be 6,000,000. No
participant may be granted Awards covering in excess of 600,000 shares of Common
Stock over the life of the Plan. Shares of Common Stock subject to an Award
under the Plan may be authorized and unissued shares or may be treasury shares.

3.2 Unused Shares. Subject to Section 6.3(d), if any shares of Restricted
Stock are forfeited for which the participant did not receive any benefits of
ownership (as such phrase is construed by the Commission or its staff), or if
any Stock Option terminates without being exercised, shares subject to such
Awards shall again be available for distribution in connection with Awards under
the Plan.

3.3 Adjustments Upon Change in Capitalization. In the event of a merger,
reorganization, consolidation, recapitalization, reclassification, split-up,
spin-off, separation, liquidation, stock dividend, stock split, reverse stock
split, property dividend, share repurchase, share combination, share exchange,
issuance of warrants, rights or debentures or other change in corporate
structure of the Corporation affecting the CommonStock, the Committee or Board
may make such substitution or adjustments in the aggregate number and kind of
shares available for grant under the Plan, in the number, kind and option price
of shares subject to outstanding Stock Options, in the number and kind of shares
subject to other outstanding Awards granted under the Plan, in the limit on
Awards under Section 3.1 and/or such other equitable substitution or adjustments
as it may determine to be appropriate in its sole discretion; provided, however,
that the number of shares subject to any Award shall always be a whole number.

SECTION 4. Eligibility

Officers and employees of the Corporation, its subsidiaries and Affiliates
who are responsible for or contribute to the management, growth and
<PAGE>
profitability of the business of the Corporation, its subsidiaries and
Affiliates are eligible to be granted Awards under the Plan. No grant shall be
made under this Plan to a director who is not an officer or a salaried employee
of the Corporation, its subsidiaries or Affiliates.

SECTION 5. Stock Options

5.1 In General. Stock Options may be granted alone or in addition to other
Awards granted under the Plan and may be of two types: Incentive Stock Options
and Nonqualified Stock Options. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.

5.2 Granting of Stock Options. The Committee shall have the authority to
grant any optionee Incentive Stock Options, Nonqualified Stock Options or both
types of Stock Options provided, however, that grants hereunder are subject to
the aggregate limit on grants to individual participants set forth in Section
3.1. Incentive Stock Options may be granted only to employees of the Corporation
and its subsidiaries (within the meaning of Section 424(f) of the Code). To the
extent that any Stock Option is not designated as an Incentive Stock Option or
even if so designated does not qualify as an Incentive Stock Option, it shall
constitute a Nonqualified Stock Option. To the extent that the aggregate Fair
Market Value (computed in accordance with Section 422(d) of the Code) of Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any individual under all plans of the Corporation and its
subsidiaries exceeds $100,000, such Incentive Stock Options shall be treated as
Nonqualified Stock Options. In addition, notwithstanding any other provisions of
the Plan to the contrary, no participant will be

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<PAGE>
eligible for or granted an Incentive Stock Option if, at the time the option is
granted, that individual owns (directly or indirectly, within the meaning of
Section 424(d) of the Code) stock of the Corporation possessing more than 10% of
the total combined voting power of all classes of stock of the Corporation or
any of its subsidiaries.

5.3 Option Agreements; Date of Grant. Stock Options shall be evidenced by
option agreements, the terms and provisions of which may differ. An option
agreement shall indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a Nonqualified Stock Option. The grant of a
Stock Option shall occur on the date the Committee by resolution selects an
individual to be a participant in any grant of a Stock Option, determines the
number of shares of Common Stock to be subject to such Stock Option to be
granted to such individual and specifies the terms and provisions of the Stock
Option. The Corporation shall notify a participant of any grant of a Stock
Option, and a written option agreement or agreements shall be duly executed and
delivered by the Corporation to the participant. Such agreement or agreements
shall become effective upon execution by the Corporation and the participant.

5.4 Incentive Stock Option Provisions. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered nor shall any discretion or authority granted
under the Plan be exercised so as to disqualify the Plan under Section 422 of
the Code or, without the consent of the optionee affected, to disqualify any
Incentive Stock Option under such Section 422.

5.5 Option Terms and Conditions. Stock Options granted under the Plan shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions as the Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall not be less than the Fair Market Value of
the Common Stock subject to the Stock Option on the date of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.

(c) Exercisability. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee, including subjecting
exercisability of Stock Options to the achievement of Benchmarks or ownership of
Common Stock by an optionee. If the Committee provides that any Stock Option is
exercisable only in installments, the Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such factors as
the Committee may determine. In addition, the Committee may at any time
accelerate the exercisability, and/or extend the exercise period, of any Stock
Option.

(d) Method of Exercise. Subject to the provisions of this Section 5 and
the terms of any option agreement, Stock Options may be exercised, in whole or
in part, at any time during the option term by giving written notice of exercise
to the Corporation, specifying the number of shares of Common Stock subject to
the Stock Option to be purchased.
<PAGE>
Such notice shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Corporation may accept.
Unless otherwise determined by the Committee, payment, in full or in part, also
may be made in the form of unrestricted Common Stock already owned by the
optionee for at least six months of the same class as the Common Stock subject
to the Stock Option (based on the Fair Market Value of the Common Stock on the
date the Stock Option is exercised).

Unless otherwise determined by the Committee, payment for any shares subject to
a Stock Option also may be made by instructing the Committee to withhold a
number of such shares having a Fair Market Value on the date of exercise equal
to the aggregate exercise price of such Stock Option.

No shares of Common Stock shall be issued until full payment therefor has been
made. An optionee shall have all of the rights of a shareholder of the
Corporation holding the class or series of Common Stock that is subject to such
Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends), only when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has given the
representation described in Section 9.1.

(e) Nontransferability of Stock Options. No Stock Option granted under
the Plan shall be transferable by the optionee other than (i) by will or by the
laws of descent and distribution; or (ii) in the case of a Nonqualified Stock
Option, pursuant to a qualified domestic relations order (as defined in the Code
or Title I of the Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder). Following transfer, any such options shall continue to
be subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of this Section 5.5(e) the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of employment of Section 5.5(i) hereof shall continue to be applied with respect
to the original optionee, following which the options shall be exercisable by
the transferee only to the extent and for the periods specified in Section
5.5(i). All options shall be exercisable, subject to the terms of the Plan,
during the optionee's lifetime only by

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<PAGE>
the optionee or by the transferee. In the event an option or options are
transferred by an optionee in the manner provided herein, the original optionee
shall remain subject to withholding taxes for the amount of the income realized
upon exercise of the options, and the Corporation shall have no obligation to
provide notice to the transferee of the termination of the option due to
termination of the original optionee's employment or the death, disability or
Retirement of such original optionee. Further, the Corporation shall be under no
obligation to file a registration statement under the Securities Act of 1933, as
amended, with respect to the shares issuable upon exercise of the options that
have been transferred.

(f) Restriction On Disposition. Each Stock Option granted under the
Plan shall require the optionee to agree not to sell, assign or transfer any
shares of Common Stock acquired as a result of exercising a Stock Option, or any
part thereof, until after such shares have been held by the optionee for one
year after the date of exercise of the Stock Option which resulted in their
acquisition. This Section 5.5(f) shall not apply (i) on and after a Change in
Control, (ii) on and after an optionee's Disability or Retirement, (iii) to an
optionee who is the personal representative, heir or legatee of a deceased
officer or employee of the Corporation or a subsidiary or Affiliate, (iv) to the
extent necessary for tax withholding pursuant to Section 9.5. or (v) to the
extent necessary in connection with the exercise of a Stock Option pursuant to
the third paragraph of Section 5.5(d). Certificates for shares subject to these
restrictions on sale, assignment or transfer shall include a legend which
describes such restrictions. When such restrictions end, unlegended certificates
for such shares shall be delivered upon surrender of the legended certificates.

(g) Termination by Death. Unless otherwise determined by the Committee,
if an optionee's employment terminates by reason of death, any Stock Option held
by such optionee may thereafter be exercised, to the extent then exercisable, or
on such accelerated basis as the Committee may determine, for a period of one
year (or such other period as the Committee may specify in the option agreement)
from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter.

(h) Termination by Reason of Disability or Retirement. Unless otherwise
determined by the Committee, if an optionee's employment terminates by reason of
Disability or Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Committee may determine, for a
period of one year (or such shorter period as the Committee may specify in the
option agreement) from the date of such termination of employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the optionee dies within such period, any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment by
reason of Disability or Retirement, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option will thereafter be treated as a Nonqualified
Stock Option.
<PAGE>
(i) Other Termination. Unless otherwise determined by the Committee:
(A) if an optionee incurs a Termination of Employment for Cause, all Stock
Options held by such optionee shall thereupon terminate; and (B) if an optionee
incurs a Termination of Employment for any reason other than death, Disability
or Retirement or for Cause, any Stock Option held by such optionee, to the
extent then exercisable, or on such accelerated basis as the Committee may
determine, may be exercised for the lesser of three months from the date of such
Termination of Employment or the balance of such Stock Option's term; provided,
however, that if the optionee dies within such three-month period, any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such three-month period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. Notwithstanding the foregoing, if an
optionee incurs a Termination of Employment at or after a Change in Control (as
defined in Section 7.2), other than by reason of Cause, death, Disability or
Retirement, any Stock Option held by such optionee shall be exercisable for the
lesser of (1) six months and one day from the date of such Termination of
Employment, and (2) the balance of such Stock Option's term. In the event of
such a Termination of Employment, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option will thereafter be treated as a Nonqualified
Stock Option.

SECTION 6. Restricted Stock

6.1 Administration. Shares of Restricted Stock may be awarded either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine the officers and employees to whom and the time or times at which
grants of Restricted Stock will be awarded, the number of shares to be awarded
to any participant (subject to the aggregate limit on grants to individual
participants set forth in Section 3.1), the conditions for vesting, the time or
times within which such Awards may be subject to forfeiture and any other terms
and conditions of the Awards, in addition to those contained in Section 6.3.

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<PAGE>
The Committee may, prior to grant, condition the vesting of Restricted Stock
upon the attainment of Benchmarks. The Committee may, in addition to or instead
of requiring satisfaction of Benchmarks, condition vesting upon the continued
service of the participant. The provisions of Restricted Stock Awards (including
the applicable Benchmarks) need not be the same with respect to each recipient.

6.2 Awards and Certificates. Shares of Restricted Stock shall be evidenced
in such manner as the Committee may deem appropriate, including book-entry
registration or issuance of one or more stock certificates. Any certificate
issued in respect of shares of Restricted Stock shall be registered in the name
of such participant and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Award, substantially in the
following form:

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

The Committee may require that the certificates evidencing such shares be held
in custody by the Corporation until the restrictions thereon shall have lapsed
and that, as a condition of any Award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.

6.3 Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:

(a) Subject to the provisions of the Plan and the Restricted Stock
Agreement referred to in Section 6.3(f), during the period, if any, set by the
Committee, commencing with the date of such Award for which such participant's
continued service is required (the "Restriction Period"), and until the later of
(i) the expiration of the Restriction Period and (ii) the date the applicable
Benchmarks (if any) are satisfied, the participant shall not be permitted to
sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock.
Within these limits, the Committee may provide for the lapse of restrictions
based upon period of service in installments or otherwise and may accelerate or
waive, in whole or in part, restrictions based upon period of service or upon
performance; provided, however, that in the case of Restricted Stock subject to
Benchmarks granted to a participant who is a Covered Employee, the applicable
Benchmarks have been satisfied.

(b) Except as provided in this Section 6.3(b) and Section 6.3(a) and
the Restricted Stock Agreement, the participant shall have, with respect to the
shares of Restricted Stock, all of the rights of a stockholder of the
Corporation holding the class or series of Common Stock that is the subject of
the Restricted Stock, including, if applicable, the right to vote the shares and
the right to receive any cash dividends. If so determined by the Committee in
the applicable Restricted Stock Agreement and subject to Section 9.6 of the
Plan, (1) cash dividends on the class or series of Common Stock that is the
subject of the Restricted Stock Award shall be automatically deferred and
reinvested in additional Restricted Stock, held subject to the vesting of the
underlying Restricted Stock, or held subject to meeting Benchmarks applicable
only to dividends, and (2) dividends payable in Common Stock shall be paid in
the form of Restricted Stock of the same class as the Common Stock with which
such dividend was paid, held subject to the vesting of the underlying Restricted
Stock, or held subject to meeting Benchmarks applicable only to dividends.
<PAGE>
(c) Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and Sections 6.3(a), 6.3(d) and 7.1(b), upon a
participant's Termination of Employment for any reason during the Restriction
Period or before the applicable Benchmarks are satisfied, all shares still
subject to restriction shall be forfeited by the participant.

(d) Except to the extent otherwise provided in Section 7.1(b), in the
event of a participant's Retirement or if a participant's employment is
involuntarily terminated (other than for Cause), the Committee shall have the
discretion to waive, in whole or in part, any or all remaining restrictions
(other than, in the case of Restricted Stock with respect to which a participant
is a Covered Employee, satisfaction of the applicable Benchmarks unless the
participant's employment is terminated by reason of death or Disability) with
respect to any or all of such participant's shares of Restricted Stock.

(e) If and when any applicable Benchmarks are satisfied and the
Restriction Period expires without a prior forfeiture of the Restricted Stock,
unlegended certificates for such shares shall be delivered upon surrender of the
legended certificates.

(f) Each Award shall be confirmed by, and be subject to, the terms of a
Restricted Stock Agreement.

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<PAGE>
SECTION 7. Change in Control Provisions

7.1 Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control, except as otherwise provided at
the time of grant:

(a) Any Stock Options outstanding as of the date such Change in Control
is determined to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of the original
grant.

(b) The restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested and transferable to the full extent of the
original grant and share certificates relating to Restricted Stock shall be
delivered forthwith.

7.2 Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:

(a) The approval by the shareholders of the Corporation of a
reorganization, merger or consolidation of the Corporation ("Corporate
Transaction") and the consummation of such Corporate Transaction, and as a
result of such Corporate Transaction less than 75% of the outstanding voting
securities of the surviving or resulting corporation will be owned in the
aggregate by the former shareholders of the Corporation as the same shall have
existed immediately prior to such Corporate Transaction; or

(b) The approval by the shareholders of the Corporation (or the Board
of Directors or appropriate officers if shareholder approval is not required) of
the sale by the Corporation of all or substantially all of its assets to another
corporation, which is not a wholly owned subsidiary of the Corporation, and the
consummation of such sale; or

(c) An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of the outstanding voting securities of the
Corporation or the acquisition by such Person of the ability to control in any
manner the election of a majority of the directors of the Corporation;
excluding, however, the following: (i) an acquisition directly from the
Corporation, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly
from the Corporation; (ii) any acquisition by the Corporation; or (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation;
or

(d) Within any period of two consecutive years commencing on or after
the effective date of the Plan, individuals who at the beginning of such period
("Incumbent Directors") constitute the Board cease for any reason to constitute
at least a majority thereof, unless the election of each director who is not a
director at the beginning of such period has been approved in advance by
directors representing at least a majority of the directors then in office who
were directors at the beginning of the period, and any elected director so
approved shall be considered as an Incumbent Director.
<PAGE>
SECTION 8. Termination and Amendment

8.1 Termination. The Plan shall terminate on the earliest to occur of: (i)
the date when all of the Common Stock available under the Plan shall have been
acquired through the exercise of Stock Options granted under the Plan or
pursuant to Section 6.3(e) upon vesting of Restricted Stock awards; (ii) April
26, 2009; or (iii) such earlier date as the Board may determine. Awards
outstanding as of such date shall not be affected or impaired by the termination
of the Plan.

8.2 Amendment. The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would (i) impair
the rights of an optionee under a Stock Option or a recipient of a Restricted
Stock Award theretofore granted without the optionee's or recipient's consent,
except such an amendment made to cause the Plan to qualify for the exemption
provided by Rule 16b-3, or (ii) disqualify the Plan from the exemption provided
by Rule 16b-3. In addition, no such amendment shall be made without the approval
of the Corporation's shareholders to the extent such approval is required by law
or agreement.

The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder without the holder's consent except such an
amendment made to cause the Plan or Award to qualify for the exemption provided
by Rule 16b-3. Subject to the above provisions, the Board shall have authority
to amend the Plan to take into account changes in law and tax and accounting
rules as well as other developments, and to grant Awards which qualify for
beneficial treatment under such rules without stockholder approval.

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<PAGE>
SECTION 9. General Provisions

9.1 Restrictions on Transfer. The Committee may require each person
purchasing or receiving shares pursuant to an Award to represent to and agree
with the Corporation in writing that such person is acquiring the shares without
a view to the distribution thereof. The certificates for such shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.

9.2 Conditions for Delivery. Notwithstanding any other provision of the
Plan or agreements made pursuant thereto, the Corporation shall not be required
to issue or deliver any certificate or certificates for shares of Common Stock
under the Plan prior to fulfillment of all of the following conditions:

(a) Listing or approval for listing upon notice of issuance of such
shares on the New York Stock Exchange, Inc., on the NASDAQ National Market
System or such other securities exchange as may at the time be the principal
market for the Common Stock;

(b) Any registration or other qualification of such shares of the
Corporation under any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification, which the Committee
shall, in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and

(c) Obtaining any other consent, approval or permit from any state or
federal governmental agency which the Committee shall, in its absolute
discretion after receiving the advice of counsel, determine to be necessary or
advisable.

9.3 Other Arrangements. Nothing contained in the Plan shall prevent the
Corporation or any subsidiary or Affiliate from adopting other or additional
compensation arrangements for its employees.

9.4 No Effect On Employment Rights. Adoption of the Plan shall not confer
upon any employee any right to continued employment, nor shall it interfere in
any way with the right of the Corporation or any subsidiary or Affiliate to
terminate the employment of any employee at any time.

9.5 Withholding. No later than the date of exercise (in the case of a Stock
Option) or the date that any applicable Benchmarks are satisfied and the
Restriction Period expires (in the case of Restricted Stock), the participant
shall pay to the Corporation, or make arrangements satisfactory to the
Corporation regarding the payment of, any federal, state, local or foreign taxes
of any kind required by law to be withheld with respect to such amount.

Unless otherwise determined by the Corporation, withholding obligations may be
settled with Common Stock, including Common Stock that is part of the Award that
gives rise to the withholding requirement. The obligations of the Corporation
under the Plan shall be conditional on such payment or arrangements, and the
Corporation and its subsidiaries and Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.
<PAGE>
9.6 Dividend Reinvestment. Reinvestment of dividends in additional
Restricted Stock at the time of any dividend payment shall only be permissible
if sufficient shares of Common Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options and other
Awards).

9.7 Delivery to Subsidiary. In the case of a grant of an Award to any
employee of a subsidiary of the Corporation, the Corporation may, if the
Committee so directs, issue or transfer the shares of Common Stock, if any,
covered by the Award to the subsidiary, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the subsidiary
will transfer the shares of Common Stock to the employee in accordance with the
terms of the Award specified by the Committee pursuant to the provisions of the
Plan.

9.8 Construction. The Plan and all Awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Ohio, without reference to principles of conflict of laws.

SECTION 10. Predecessor Plan

The Plan is intended to supersede the First Financial Bancorp. 1991 Stock
Incentive Plan (the "1991 Plan") as such plan related to officers and employees
for all options granted on or after the effective date of the Plan. Options
granted under the 1991 Plan which are outstanding on the effective date of the
Plan will not be affected by the Plan.

SECTION 11. Effective Date of Plan

The Plan shall be effective as of the date of the annual meeting at which
the Plan is approved by the vote of the holders of at least a majority of the
shares present and voting at the meeting.

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<PAGE>
EXHIBIT B

FIRST FINANCIAL BANCORP. 1999 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

SECTION 1. Purpose

The purpose of this 1999 Stock Option Plan for Non-Employee Directors is to
promote the interest of First Financial Bancorp., its Subsidiaries and
shareholders, by allowing the Corporation to attract and retain highly qualified
non-employee directors by permitting them to obtain or increase their
proprietary interest in the Corporation.

SECTION 2. Definitions and Construction

2.1 Definitions. As used in the Plan, terms defined parenthetically
immediately after their use shall have the respective meanings provided by such
definitions, and the terms set forth below shall have the following meanings (in
either case, such terms shall apply equally to both the singular and plural
forms of the terms defined):

(a) "Board" means the Board of Directors of the Corporation.

(b) "Cause" means a felony conviction of a Non-Employee Director or the
failure of a Non-Employee Director to contest prosecution for a felony, or a
Non-Employee Director's willful misconduct or dishonesty, any of which is
determined by the Board to be directly and materially harmful to the business or
reputation of the Corporation or its subsidiaries.

(i) the approval by the shareholders of the Corporation of a
reorganization, merger or consolidation of the Corporation ("Corporate
Transaction") and the consummation of such Corporate Transaction, and as a
result of such Corporate Transaction less than 75% of the outstanding voting
securities of the surviving or resulting corporation will be owned in the
aggregate by the former shareholders of the Corporation as the same shall have
existed immediately prior to such Corporate Transaction; or

(ii)the approval by the shareholders of the Corporation (or the
Board of Directors or appropriate officers if shareholder approval is not
required) of the sale by the Corporation of all or substantially all of its
assets to another corporation, which is not a wholly owned subsidiary of the
Corporation, and the consummation of such sale; or

(iii) an acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of the outstanding voting securities of the Corporation or the
acquisition by such Person of the ability to control in any manner the election
of a majority of the directors of the Corporation; excluding, however, the
following: (a) an acquisition directly from the Corporation, other than an
acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the Corporation;
(b) any acquisition by the Corporation; or (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Corporation or
any corporation controlled by the Corporation; or
<PAGE>
(iv)Within any period of two consecutive years commencing on or
after the effective date of the Plan, individuals who at the beginning of such
period ("Incumbent Directors") constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election of each director who
is not a director at the beginning of such period has been approved in advance
by directors representing at least a majority of the directors then in office
who were directors at the beginning of the period, and any elected director so
approved shall be considered as an Incumbent Director.

(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

(e) "Common Stock" means common shares, without par value, of the
Corporation.

(f) "Corporation" means First Financial Bancorp., an Ohio corporation.

(g) "Disability" means permanent and total disability as determined
under procedures established by the Board for purposes of the Plan.

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<PAGE>
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

(i) "Fair Market Value" means as of any given date the closing price of
the Common Stock as reported by the NASDAQ National Market System. In the event
that there are no such Common Stock transactions on such date, the Fair Market
Value shall be determined as of the immediately preceding date on which there
were stock transactions. If there is no regular public trading market for such
Common Stock, the Fair Market Value of the Common Stock shall be determined by
the Board in good faith.

(j) "Non-Employee Director" means a member of the Board who qualifies
as a non-employee director as defined in Rule 16(b)-3(b)(3)(i), as promulgated
by the Commission under the Exchange Act, or any successor definition adopted by
the Commission.

(k) "Option" means an option granted to an Optionee pursuant to the
Plan.

(l) "Option Agreement" means a written agreement between the
Corporation and an Optionee evidencing the granting of an Option and containing
terms and conditions concerning the exercise of the Option.

(m) "Optionee" means a Non-Employee Director who has been granted an
Option or the personal representative, heir or legatee of an Optionee who has
the right to exercise the Option upon the death of the Optionee.

(n) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof,
including a "Group" as defined in Section 13(d).

(o) "Plan" means this 1999 Stock Option Plan for Non-Employee
Directors, as the same may be amended from time to time.

(p) "Retirement" means retirement from the Board on or after age 70 or
with the consent of the Board.

(q) "Subsidiary" means, with respect to any company, any corporation or
other Person of which a majority of its voting power, equity securities or
equity interest is owned directly or indirectly by such company.

2.2 Gender and Number. Except where otherwise indicated by the context,
reference to the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural.

2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

SECTION 3. Shares Subject To The Plan

The stock to be offered under the Plan shall be shares of Common Stock,
which may be unissued Common Stock or treasury Common Stock. Subject to the
adjustments provided in Section 7, the aggregate number of shares of Common
Stock to be delivered upon exercise of all Options granted under the Plan shall
not exceed 500,000 shares. Shares of Common Stock subject to, but not delivered
under, an Option terminating or expiring for any reason prior to its exercise in
full shall be deemed available for Options to be granted thereafter during the
term of the Plan.
<PAGE>
SECTION 4. Administration

4.1 General. The Plan shall be administered by the Board of Directors of
the Corporation (the "Board"). Subject to the express provisions of the Plan,
the Board shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the terms and
provisions of the Option grants and agreements (which shall comply with and be
subject to the terms and conditions of the Plan) and to make all other
determinations necessary or advisable for the administration of the Plan. The
Board's determination of the matters referred to in this Section 4.1 shall be
conclusive.

4.2 Section 16 Compliance. It is the intention of the Corporation that the
Plan and the administration of the Plan comply in all respects with Section
16(b) of the Exchange Act and the rules and regulations promulgated thereunder.
If any Plan provision, or any aspect of the administration of the Plan, is found
not to be in compliance with Section 16(b) of the Exchange Act, the provision or
administration shall be deemed null and void, and in all events the Plan shall
be construed in favor of its meeting the requirements of Rule 16b-3 promulgated
under the Exchange Act.

B-2
<PAGE>
SECTION 5. Eligibility and Non-Discretionary Grants

5.1 Non-Discretionary Initial Grant. Each individual who first becomes a
Non-Employee Director on or after the effective date of the Plan shall
automatically be granted an Option to purchase 7,500 shares of Common Stock on
the first day of such individual's first term of office as a Non-Employee
Director.

5.2 Non-Discretionary Grant Upon Re-election. On the date of each annual
meeting of the shareholders of the Corporation on or subsequent to the effective
date of the Plan, each Non-Employee Director who first became a Non-Employee
Director prior to such annual meeting and who has been elected at such annual
meeting to continue to serve as a Non-Employee Director after such annual
meeting shall automatically be granted an Option to purchase 7,500 shares of
Common Stock.

5.3 Nonqualified Stock Options. Only nonqualified stock options shall
be granted under the Plan.

SECTION 6. Option Terms

6.1 Option Price. The purchase price of the Common Stock under each Option
granted under the Plan shall be 100% of the Fair Market Value of the Common
Stock on the date such Option is granted.

6.2 Vesting. All Options shall become exercisable on and after the first
anniversary of the date of grant. Notwithstanding the foregoing provisions of
this Section 6.2, upon a Change in Control, all Options become fully vested and
exercisable and the Optionee shall have the right to exercise the Option in full
as to all shares of Common Stock subject to the Option.

6.3 Option Term. The term of each Option shall be ten years from the date
of grant or such shorter period as is prescribed in Section 6.5. Except as
provided in Section 6.5 and Section 6.7, no Option may be exercised at any time
unless the holder is then a director of the Corporation.

6.4 Method of Exercise. Subject to Section 6.2 and the terms of any Option
Agreement, Options may be exercised, in whole or in part, at any time during the
Option term, by giving written notice of exercise to the Corporation, specifying
the number of shares of Common Stock subject to the Option to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Corporation may accept.
Unless otherwise determined by the Board, payment, in full or in part, also may
be made in the form of shares of unrestricted Common Stock already owned by the
Optionee for at least six months of the same class as the Common Stock subject
to the Option (based on the Fair Market Value of the Common Stock on the date
the Option is exercised).

In addition, unless otherwise determined by the Board, payment for any Common
Shares subject to an Option also may be made by instructing the Corporation to
withhold a number of such Common Shares having a Fair Market Value on the date
of exercise equal to the aggregate exercise price of such Option.

Upon exercise of an Option, the Corporation shall have the right to retain or
sell without notice sufficient Common Stock to cover withholding for taxes, if
any, as described in Section 9.
<PAGE>
No shares of Common Stock shall be issued until full payment therefor has been
made. An Optionee shall have all of the rights of a shareholder of the
Corporation holding the class or series of Common Stock that is subject to such
Option (including, if applicable, the right to vote the shares and the right to
receive dividends) only when the Optionee has given written notice of exercise
and has paid in full for such shares.

6.5 Termination of Option

(a) If the Optionee ceases to be a director of the Corporation for any
reason other than death, Disability, Retirement or removal for Cause, the Option
shall terminate three months after the Optionee ceases to be a director of the
Corporation (unless the Optionee dies during such period), or on the Option's
expiration date, if earlier, and shall be exercisable during such period after
the Optionee ceases to be a director of the Corporation only with respect to the
number of shares of Common Stock which the Optionee was entitled to purchase on
the day preceding the day on which the Optionee ceased to be a director.

(b) If the Optionee ceases to be a director of the Corporation because
of removal for Cause, the Option shall terminate on the date of the Optionee's
removal.

B-3
<PAGE>
(c) In the event of the Optionee's death, Disability or Retirement
while a director of the Corporation, or the Optionee's death within three months
after the Optionee ceases to be a director (other than by reason of removal for
Cause), the Option shall terminate upon the earlier to occur of (i) 12 months
after the date of the Optionee's death, Disability or Retirement, or (ii) the
Option's expiration date. The Option shall be exercisable during such period
after the Optionee's death, Disability or Retirement with respect to the number
of shares of Common Stock as to which the Option shall have been exercisable on
the date preceding the Optionee's death, Disability or Retirement, as the case
may be.

(d) Notwithstanding Section 6.5(a) but subject to Section 6.5(b), if an
Optionee ceases to be a director of the Corporation at or after a Change in
Control other than by reason of Cause, death, Disability or Retirement, any
Option held by such Optionee shall be exercisable for the lesser of (1) six
months and one day after the Optionee ceases to be a director, and (2) the
balance of such Option's term.

6.6 Restriction On Disposition. Each Option granted under the Plan shall
require the Optionee to agree not to sell, assign or transfer any shares of
Common Stock acquired as a result of exercising an Option, or any part thereof,
until after such shares have been held by the Optionee for one year after the
date of exercise of the Option which resulted in their acquisition. This Section
6.6 shall not apply (i) on and after a Change in Control, (ii) on and after an
Optionee's Disability or Retirement, (iii) to an Optionee who is the personal
representative, heir or legatee of a deceased Non-Employee Director, (iv) to the
extent necessary for tax withholding pursuant to Section 6.4, or (v) to the
extent necessary in connection with the exercise of an Option pursuant to the
third paragraph of Section 6.4. Certificates for shares subject to these
restrictions on sale, assignment or transfer shall include a legend which
describes such restrictions. When such restrictions end, unlegended certificates
for such shares shall be delivered upon surrender of the legended certificates.

6.7 Transferability and Shareholder Rights of Holders of Options. No Option
granted under the Plan shall be transferable otherwise than (i) by will or by
the laws of descent and distribution, or (ii) pursuant to a qualified domestic
relations order (as defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder). An Option may
be exercised, during the lifetime of an Optionee, only by the Optionee. An
Optionee shall have none of the rights of a shareholder of the Corporation until
the Option has been exercised and the Common Stock subject to the Option has
been registered in the name of the Optionee on the transfer books of the
Corporation.

SECTION 7. Adjustments Upon Change In Capitalization

Notwithstanding the limitations set forth in Section 3, in the event of a
merger, reorganization, consolidation, recapitalization, reclassification,
split-up, spin-off, separation, liquidation, stock dividend, stock split,
reverse stock split, property dividend, share repurchase, share combination,
share exchange, issuance of warrants, rights or debentures or other change in
corporate structure of the Corporation affecting the Common Stock, the Board
shall make such substitution or adjustments in the aggregate number and kind of
shares reserved for issuance under the Plan, in the number, kind and option
price of shares subject to outstanding Options, and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion; provided, however, that the number of shares subject to any Option
shall always be a whole number.
<PAGE>
SECTION 8. Termination and Amendment

8.2 Amendment. The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontuation shall be made which would (i) impair the
rights of an optionee under an Option theretofore granted without the optionee's
or recipient's consent, except such an amendment made to cause the Plan to
qualify for the exemption provided by Rule 16b-3, or (ii) disqualify the Plan
from the exemption provided by Rule 16b-3. In addition, no such amendment shall
be made without the approval of the Corporation's shareholders to the extent
such approval is required by law or agreement.

B-4
<PAGE>
SECTION 9. Withholding

Upon the issuance of Common Stock as a result of the exercise of an Option,
the Corporation shall have the right to retain or sell without notice sufficient
Common Stock to cover the amount of any federal income tax required to be
withheld with respect to such Common Stock being issued, remitting any balance
to the Optionee; provided, however, that the Optionee shall have the right to
provide the Corporation with the funds to enable it to pay such tax.

SECTION 10. No Right to Re-Election

Nothing in the Plan or in any Option granted pursuant to the Plan or any
action taken under the Plan shall confer on any individual any right to continue
as a director of the Corporation or to be renominated by the Board or re-elected
by the shareholders of the Corporation.

SECTION 11. Effective Date of the Plan

The Plan shall be effective as of the date of the annual meeting at which
the Plan is approved by the vote of the holders of at least a majority of the
shares present and voting at the meeting.

SECTION 12. Predecessor Plan

The Plan is intended to supersede the First Financial Bancorp. 1991 Stock
Incentive Plan (the "1991 Plan") as such plan related to Non-Employee Directors
for all options granted on or after the effective date of the Plan. Options
granted under the 1991 Plan which are outstanding on the effective date of the
Plan will not be affected by the Plan.

SECTION 13. Governing Law

The provisions of the Plan shall be construed, administered and enforced
according to the laws of the State of Ohio without regard to its conflict of
laws rules.

B-5
<PAGE>
REVOCABLE PROXY
FIRST FINANCIAL BANCORP.

[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE

ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1999

Each undersigned shareholder of First Financial Bancorp. (the "Corporation")
hereby constitutes and appoints Robert E. Ireland and Robert B. Croake 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 Fitton Center for Creative Arts, 101 South
Monument Avenue, Hamilton, Ohio 45011, on April 27, 1999, at 2:00 P.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:

1. The election as directors of all nominees listed (except as marked to the
contrary below):

CLASS I EXPIRING IN 2002: Carl R. Fiora, Barry J. Levey, Stephen S. Marcum,
Steven C. Posey and Martin J. Bidwell

For All
[ ] For [ ] Withhold [ ] Except

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

- --------------------------------------------------------------------------------

2. The amendment to the Corporation's Articles of Incorporation.

[ ] For [ ] Against [ ] Abstain

3. To approve the Corporation's 1999 Stock Incentive Plan for Officers and
Employees.

[ ] For [ ] Against [ ] Abstain

4. To approve the Corporation's 1999 Stock Option Plan for Non-Employee
Directors.

[ ] For [ ] Against [ ] Abstain

5. To consider and act upon, in their discretion, such other matters as may
properly come before the meeting or any adjournment thereof.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ABOVE.
IN THE ABSENCE OF SUCH INDICATIONS THIS PROXY WILL BE VOTED FOR THE ELECTION OF
EACHOFTHE ABOVE NAMED NOMINEES FOR DIRECTOR AND IN FAVOR OF THE OTHER PROPOSALS
SET FORTH IN THE NOTICE OF ANNUAL MEETING.

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

_________________________________________
Stockholder sign above

_________________________________________
Co-holder (if any) sign above

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.

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