WARRANT
AGREEMENT

       

      Dated as
of

       

      June 2,
2010

       

      between

       

      First
Financial Bancorp.

       

      and

       

      REGISTRAR
AND TRANSFER COMPANY

       

      as
Warrant Agent

       

      
      

      
        
          

        

        
        

      

      
         

        Warrants
for

        Common
Stock

         

        
          

        

         

        
        

        
          

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Table
of Contents

       

      
        
          
            
              
                
                  
                    	 
      	 
      	
                            Page

                          
	 
	
                            ARTICLE
      I

                          
	 
      
	
                            DEFINITIONS

                          
	 
      	 
      	 
      
	
                            Section
      1.01.

                          	
                            Definitions.

                          	
                            1

                          
	
                            Section
      1.02.

                          	
                            Other
      Definitions.

                          	
                            3

                          
	
                            Section
      1.03.

                          	
                            Rules
      of Construction.

                          	
                            3

                          
	 
      	 
      	 
      
	
                            ARTICLE
      II

                          
	 
      
	
                            WARRANTS

                          
	 
      	 
      	 
      
	
                            Section
      2.01.

                          	
                            Form.

                          	
                            3

                          
	
                            Section
      2.02.

                          	
                            Execution
      and Countersignature.

                          	
                            5

                          
	
                            Section
      2.03.

                          	
                            Registry.

                          	
                            5

                          
	
                            Section
      2.04.

                          	
                            Transfer
      and Exchange.

                          	
                            6

                          
	
                            Section
      2.05.

                          	
                            Definitive
      Warrants.

                          	
                            8

                          
	
                            Section
      2.06.

                          	
                            Replacement
      Certificates.

                          	
                            9

                          
	
                            Section
      2.07.

                          	
                            Outstanding
      Warrants.

                          	
                            9

                          
	
                            Section
      2.08.

                          	
                            Cancellation.

                          	
                            9

                          
	
                            Section
      2.09.

                          	
                            CUSIP
      Numbers.

                          	
                            10

                          
	 
      	 
      	 
      
	
                            ARTICLE
      III

                          
	 
      
	
                            EXERCISE
      TERMS

                          
	 
      	 
      	 
      
	
                            Section
      3.01.

                          	
                            Exercise.

                          	
                            10

                          
	
                            Section
      3.02.

                          	
                            Manner
      of Exercise and Issuance of Shares.

                          	
                            10

                          
	
                            Section
      3.03.

                          	
                            Covenant
      to Make Stock Certificates Available.

                          	
                            10

                          
	 
      	 
      	 
      
	
                            ARTICLE
      IV

                          
	 
      
	
                            ANTIDILUTION
      PROVISIONS

                          
	 
      	 
      	 
      
	
                            Section
      4.01.

                          	
                            Antidilution
      Adjustments; Notice of Adjustment.

                          	
                            11

                          
	
                            Section
      4.02.

                          	
                            Adjustment
      to Warrant Certificate.

                          	
                            11

                          
	 
      	 
      	 
      
	
                            ARTICLE
      V

                          
	 
      
	
                            WARRANT
      AGENT

                          
	 
      	 
      	 
      
	
                            Section
      5.01.

                          	
                            Appointment
      of Warrant Agent.

                          	
                            11

                          
	
                            Section
      5.02.

                          	
                            Rights
      and Duties of Warrant Agent.

                          	
                            11

                          
	
                            Section
      5.03.

                          	
                            Individual
      Rights of Warrant Agent.

                          	
                            12

                          
	
                            Section
      5.04.

                          	
                            Warrant
      Agent’s Disclaimer.

                          	
                            13

                          
	
                            Section
      5.05.

                          	
                            Compensation
      and Indemnity.

                          	
                            13

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        Section
      5.06.

                      	
                        Successor
      Warrant Agent.

                      	
                        13

                      
	 
      
	
                        ARTICLE
      VI

                      
	 
      
	
                        MISCELLANEOUS

                      
	 
      	 
      	 
      
	
                        Section
      6.01.

                      	
                        Persons
      Benefitting.

                      	
                        15

                      
	
                        Section
      6.02.

                      	
                        Amendment.

                      	
                        15

                      
	
                        Section
      6.03.

                      	
                        Notices.

                      	
                        16

                      
	
                        Section
      6.04.

                      	
                        Governing
      Law.

                      	
                        17

                      
	
                        Section
      6.05.

                      	
                        Successors.

                      	
                        17

                      
	
                        Section
      6.06.

                      	
                        Multiple
      Originals.

                      	
                        17

                      
	
                        Section
      6.07.

                      	
                        Inspection
      of Agreement.

                      	
                        17

                      
	
                        Section
      6.08.

                      	
                        Table
      of Contents.

                      	
                        17

                      
	
                        Section
      6.09.

                      	
                        Severability.

                      	
                        17

                      
	 
      
	
                        EXHIBIT
      A     Form of
Warrant

                      


              

            

          

        

      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      WARRANT
AGREEMENT dated as of June 2, 2010 (this “Agreement”), between
First Financial Bancorp. (the “Company”) and
Registrar and Transfer Company, as Warrant Agent (the “Warrant
Agent”).

       

      The
Company has issued the warrants described herein (each, a “Warrant” and
collectively, the “Warrants”) to the
U.S. Department of the Treasury (“Treasury”) in
connection with Treasury’s Capital Purchase Program pursuant to the Letter
Agreement dated December 23, 2008 between the Company and Treasury, which
agreement incorporates by reference the Securities Purchase Agreement – Standard
Terms attached thereto as Exhibit A.  Treasury desires to sell all or
a portion of the Warrants at any time or from time to time.

       

      Each
Warrant entitles the registered holder thereof (the “Holder”) to purchase
one share of Common Stock, subject to the provisions of this Agreement and the
relevant Warrant Certificate.  Each Warrant Certificate (including any
Global Warrant) shall evidence such number of Warrants as is set forth therein,
subject to adjustment pursuant to the provisions of the Warrant
Certificate.

       

      The
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
will be freely transferable by Holders that are not Affiliates of the
Company.  The Company desires the Warrant Agent to act on behalf of
the Company in connection with the registration, transfer, exchange, redemption,
exercise and cancellation of the Warrants as provided herein and the Warrant
Agent is willing to so act.

       

      Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of Warrants:

       

      ARTICLE
I


       

      DEFINITIONS

       

      Section
1.01.    Definitions.

       

      “Affiliate” means,
with respect to any Person, any Person directly or indirectly controlling,
controlled by or under common control with, such other Person.  For
purposes of this definition, “control” (including,
with correlative meanings, the terms “controlled by” and “under common control
with”) when used with respect to any Person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.

       

      “Agent Members” means
the securities brokers and dealers, banks and trust companies, clearing
organizations and certain other organizations that are participants in the
Depositary’s system.

       

       “business day” means
any day except Saturday, Sunday and  (i) at any time when the Warrants
are listed on the Nasdaq Global Select Market, any day on which the Nasdaq
Global Select Market is authorized or required by law or other governmental
actions to close or (ii) at any time when the Warrants are not listed on the
Nasdaq Global Select Market, any day on which banking institutions in the State
of New York are authorized or required by law or other governmental actions to
close.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Common Stock” means
the common shares, without par value, of the Company.

       

      “Definitive Warrant”
means a Warrant Certificate in definitive form that is not deposited with the
Depositary or with the Warrant Agent as custodian for the
Depositary.

       

      “Depositary” means The
Depository Trust Company, its nominees and their respective
successors.

       

      “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, or any successor statute,
and the rules and regulations promulgated thereunder.

       

      “Exercise Price” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A
hereto.

       

      “Expiration Time” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A
hereto.

       

      “Officer” means the
Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company.

       

      “Officers’
Certificate” means a certificate signed by two Officers.

       

      “Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the
Warrant Agent.  Such counsel may be an employee of or counsel to the
Company or the Warrant Agent.

       

      “Person” means an
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, limited liability partnership, trust,
unincorporated organization, or government or any agency or political
subdivision thereof or any other entity.

       

      “Shares” has the
meaning set forth in the form of Warrant Certificate attached as Exhibit A
hereto.

       

      “Transfer Agent” has
the meaning set forth in the form of Warrant Certificate attached as Exhibit A
hereto.

       

      “Warrant Certificate”
means any fully registered certificate (including a Global Warrant) issued by
the Company and authenticated by the Warrant Agent under this Agreement
evidencing Warrants, in the form attached as Exhibit A hereto.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Warrant Share Number”
has the meaning set forth in the form of Warrant Certificate attached as Exhibit
A hereto.

       

      Section
1.02.        Other Definitions.

       

      
        
          	
                  Term

                	 
      	
                  Defined in

                    Section  

                
	 
      	 
      	 
      
	
                  “Agreement”

                	 
      	
                  Recitals

                
	
                  “Company”

                	 
      	
                  Recitals

                
	
                  “Global
      Warrant”

                	 
      	
                  2.01(a)

                
	
                  “Holders”

                	 
      	
                  Recitals

                
	
                  “Registry”

                	 
      	
                  2.03

                
	
                  “Treasury”

                	 
      	
                  Recitals

                
	
                  “Warrant”

                	 
      	
                  Recitals

                
	
                  “Warrant
      Agent”

                	 
      	
                  Recitals

                


        

      

       

      Section
1.03.        Rules of Construction.

       

      Unless
the text otherwise requires:

       

      (i)           a
defined term has the meaning assigned to it;

       

      (ii)        
 an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect on the
date hereof;

       

      (iii)         “or”
is not exclusive;

       

      (iv)     
   “including” means including, without limitation;
and

       

      (v)          words
in the singular include the plural and words in the plural include the
singular.

      


      ARTICLE
II


       

      WARRANTS

       

      Section
2.01.        Form.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (a)           Global
Warrants.  Except as provided in Section 2.04 or 2.05, Warrants
issued upon any transfer or exchange thereof shall be issued in the form of one
or more permanent global Warrants in fully registered form with the global
securities legend set forth in Exhibit A hereto (each, a “Global Warrant”),
which shall be deposited on behalf of the Company with the Warrant Agent, as
custodian for the Depositary (or with such other custodian as the Depositary may
direct), and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and countersigned by the Warrant Agent
as hereinafter provided.

       

      (b)           Book-Entry
Provisions. This Section 2.01(b) shall apply only to a Global Warrant
deposited with or on behalf of the Depositary.

       

      (i)           The
Company shall execute and the Warrant Agent shall, in accordance with Section
2.02, countersign, by either manual or facsimile signature, and deliver one or
more Global Warrants that (A) shall be registered in the name of the Depositary
or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent
to the Depositary or pursuant to the Depositary’s instructions or held by the
Warrant Agent as custodian for the Depositary.  Each Global Warrant
shall be dated the date of its countersignature by the Warrant
Agent.

       

      (ii)           Agent
Members shall have no rights under this Agreement with respect to any Global
Warrant held on their behalf by the Depositary or by the Warrant Agent as the
custodian of the Depositary or under such Global Warrant except to the extent
set forth herein or in a Warrant Certificate, and the Depositary may be treated
by the Company, the Warrant Agent and any agent of the Company or the Warrant
Agent as the absolute owner of such Global Warrant for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall (A)
prevent the Company, the Warrant Agent or any agent of the Company or the
Warrant Agent from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (B) impair, as between the
Depositary and the Agent Members, the operation of customary practices of the
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Warrant.  The rights of beneficial owners in a Global
Warrant shall be exercised through the Depositary subject to the applicable
procedures of the Depositary except to the extent set forth herein or in a
Warrant Certificate.

       

      (c)           Definitive
Securities.  Except as provided in Section 2.04 or 2.05, owners
of beneficial interests in Global Warrants will not be entitled to receive
physical delivery of Definitive Warrants.

       

      (d)           Warrant
Certificates.  Warrant Certificates shall be in substantially
the form attached as Exhibit A hereto and shall be typed, printed, lithographed
or engraved or produced by any combination of such methods or produced in any
other manner permitted by the rules of any securities exchange on which the
Warrants may be listed, all as determined by the Officer or Officers executing
such Warrant Certificates, as evidenced by their execution
thereof.  Any Warrant Certificate shall have such insertions as are
appropriate or required or permitted by this Agreement and may have such
letters, numbers or other marks of identification and such legends and
endorsements, stamped, printed, lithographed or engraved thereon, (i) as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, (ii) such as may be required to comply with this Agreement, any
law or any rule of any securities exchange on which the Warrants may be listed,
and (iii) such as may be necessary to conform to customary usage.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Section
2.02.        Execution and
Countersignature.

       

      At least
one Officer shall sign the Warrant Certificates for the Company by manual or
facsimile signature.

       

      If an
Officer whose signature is on a Warrant Certificate no longer holds that office
at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants
evidenced by such Warrant Certificate shall be valid nevertheless.

       

      The
Warrant Agent shall initially countersign, by either manual or facsimile
signature, and deliver Warrant Certificates entitling the Holders thereof to
purchase in the aggregate not more than 465,117 shares of Common Stock (subject
to adjustment as provided in such Warrant Certificates) upon a written order of
the Company signed by one Officer of the Company.  Each Warrant
Certificate shall be dated the date of its countersignature by the Warrant
Agent.

       

      At any
time and from time to time after the execution of this Agreement, the Warrant
Agent shall upon receipt of a written order of the Company signed by an Officer
of the Company countersign, by either manual or facsimile signature, for issue a
Warrant Certificate evidencing the number of Warrants specified in such order;
provided, however, that the
Warrant Agent shall be entitled to receive an Officers’ Certificate and an
Opinion of Counsel of the Company in connection with such countersignature of
Warrants to the effect that issuance and execution of such Warrants is
authorized or permitted by this Agreement.  Such order shall specify
the number of Warrants to be evidenced on the Warrant Certificate to be
countersigned, the date on which such Warrant Certificate is to be countersigned
and the number of Warrants then authorized.

       

      The
Warrants evidenced by a Warrant Certificate shall not be valid until an
authorized signatory of the Warrant Agent countersigns the Warrant Certificate
either manually or by facsimile signature.  Such signature shall be
solely for the purpose of authenticating the Warrant Certificate and shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
authenticated and issued under this Agreement.

       

      Section
2.03.        Registry.

       

      The
Warrants shall be issued in registered form only.  The Warrant Agent
shall keep a registry (the “Registry”) of the
Warrant Certificates and of their transfer and exchange.  The Registry
shall show the names and addresses of the respective Holders and the date and
number of Warrants evidenced on the face of each of the Warrant
Certificates.  The Holder of any Global Warrant will be the Depositary
or a nominee of the Depositary in whose name the Global Warrant is
registered.  The Warrant holdings of Agent Members will be recorded on
the books of the Depositary.  The beneficial interests in the Global
Warrant held by customers of Agent Members will be reflected on the books and
records of such Agent Members and will not be known to the Warrant Agent, the
Company or to the Depositary.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Except as
otherwise provided herein or in the Warrant Certificate, the Company and the
Warrant Agent may deem and treat any Person in whose name a Warrant Certificate
is registered in the Registry as the absolute owner of such Warrant Certificate
for all purposes whatsoever and neither the Company nor the Warrant Agent shall
be affected by notice to the contrary.

       

      Section
2.04.        Transfer and
Exchange.

       

      (a)           Transfer and Exchange of
Global Warrants.

       

      (i)           Registration
of the transfer and exchange of Global Warrants or beneficial interests therein
shall be effected through the book-entry system maintained by the Depositary, in
accordance with this Agreement and the Warrant Certificates and the procedures
of the Depositary therefor.  A transferor of a beneficial interest in
a Global Warrant (or the relevant Agent Member on behalf of such transferor)
shall deliver to the Warrant Agent (x) a written order given in accordance with
the Depositary’s procedures containing information regarding the account of the
Agent Member to be credited with a beneficial interest in the Global Warrant and
(y) a written instruction of transfer in form satisfactory to the Warrant Agent,
duly executed by the Holder thereof or by his attorney, duly authorized in
writing.  Additionally, prior to the Holder registering the transfer
or making the exchange as requested, the requirements for such transfer or
exchange to be issued in a name other than the registered Holder shall be
met.  Such requirements include, inter alia, a signature guarantee
from an eligible guarantor institution participating in a signature guarantee
program approved by the Securities Transfer Association, and any other
reasonable evidence of authority that may be required by the Warrant
Agent.  Upon satisfaction of the conditions in this Clause (i), the
Warrant Agent shall, in accordance with such instructions, instruct the
Depositary to credit to the account of the Agent Member specified in such
instructions a beneficial interest in the Global Warrant and to debit the
account of the Agent Member making the transfer of the beneficial interest in
the Warrant being transferred.

       

      (ii)           Notwithstanding
any other provisions of this Agreement (other than the provisions set forth in
Section 2.05), a Global Warrant may only be transferred as a whole, and not in
part, and only by (i) the Depositary, to a nominee of the Depositary, (ii) a
nominee of the Depositary, to the Depositary or another nominee of the
Depositary, or (iii) the Depositary or any such nominee, to a successor
Depositary or its nominee.

       

      (iii)           In
the event that a Global Warrant is exchanged and transferred for Definitive
Warrants pursuant to Section 2.05, such Warrants may be exchanged only in
accordance with such procedures as are substantially consistent with the
provisions of this Section 2.04 and the requirements of any Warrant Certificate
and such other procedures as may from time to time be adopted by the Company
that are not inconsistent with the terms of this Agreement or of any Warrant
Certificate.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b)           Cancellation or Adjustment
of Global Warrant.  At such time as all beneficial interests in
a Global Warrant have been exchanged for Definitive Warrants, redeemed,
repurchased or canceled, such Global Warrant shall be returned to the Depositary
for cancellation or retained and canceled by the Warrant Agent.  At
any time prior to such cancellation, if any beneficial interest in a Global
Warrant is transferred or exchanged for Definitive Warrants, redeemed,
repurchased or canceled, the number of Warrants represented by such Global
Warrant shall be reduced and an adjustment shall be made on the books and
records of the Warrant Agent to reflect such reduction.

       

      (c)           Obligations with Respect to
Transfers and Exchanges of Warrants.

       

      (i)           To
permit registrations of transfers and exchanges, the Company shall execute and
the Warrant Agent shall countersign, by either manual or facsimile signature,
Global Warrants and Definitive Warrants as required pursuant to the provisions
of Section 2.02 and this Section 2.04.

       

      (ii)           No
service charge shall be made to a Holder for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith.

       

      (iii)           All
Warrants issued upon any registration of transfer or exchange pursuant to the
terms of this Agreement shall be the valid obligations of the Company, entitled
to the same benefits under this Agreement as the Warrants surrendered upon such
registration for transfer or exchange.

       

      (d)           No Obligation of the Warrant
Agent.

       

      (i)           The
Warrant Agent shall have no responsibility or obligation to any beneficial owner
of a Global Warrant, any Agent Member or other Person with respect to the
accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Warrants or
with respect to the delivery to any Agent Member, beneficial owner or other
Person (other than the Depositary) of any notice or the payment of any amount,
under or with respect to such Warrants.  All notices and
communications to be given to the Holders and all payments to be made to Holders
under the Warrants shall be given or made only to or upon the order of the
registered Holders (which shall be the Depositary or its nominee in the case of
a Global Warrant).  The rights of beneficial owners in any Global
Warrant shall be exercised only through the Depositary subject to the applicable
rules and procedures of the Depositary.  The Warrant Agent may rely
and shall be fully protected in relying upon information furnished by the
Depositary with respect to its members, participants and any beneficial
owners.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (ii)           The
Warrant Agent shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Agreement
or under applicable law with respect to any transfer of any interest in any
Warrant (including any transfer between or among the Agent Members or beneficial
owners in any Global Warrant) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Agreement, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

       

      Section
2.05.        Definitive
Warrants.

       

      (a)           Beneficial
interests in a Global Warrant deposited with the Depositary or with the Warrant
Agent as custodian for the Depositary pursuant to Section 2.01 shall be
transferred to each beneficial owner thereof in the form of Definitive Warrants
evidencing a number of Warrants equivalent to such owner’s beneficial interest
in such Global Warrant, in exchange for such Global Warrant, only if such
transfer complies with Section 2.04 and (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Warrant
or if at any time the Depositary ceases to be a “clearing agency” registered
under the Exchange Act and, in each such case, a successor Depositary is not
appointed by the Company within 90 days of such notice, (ii) the Company, in its
sole discretion, notifies the Warrant Agent in writing that it elects to cause
the issuance of Definitive Warrants under this Agreement, or (iii) the Company
shall be adjudged a bankrupt or insolvent or make an assignment for the benefit
of its creditors or institute proceedings to be adjudicated a bankrupt or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent seeking reorganization under Federal bankruptcy
laws or any other similar applicable Federal or State law, or shall consent to
the filing of any such petition, or shall consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or all or any substantial part of its property shall
be appointed, or if a public officer shall have taken charge or control of the
Company or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation.

       

      (b)            Any Global Warrant that is
transferable to the beneficial owners thereof in the form of Definitive Warrants
pursuant to this Section 2.05 shall be surrendered by the Depositary to the
Warrant Agent to be so transferred, in whole or from time to time in part,
without charge, and the Warrant Agent shall countersign, by either manual or
facsimile signature, and deliver to each beneficial owner in the name of such
beneficial owner, upon such transfer of each portion of such Global Warrant,
Definitive Warrants evidencing a number of Warrants equivalent to such
beneficial owner’s beneficial interest in the Global Warrant.  The
Warrant Agent shall register such transfer in the Registry, and upon such
transfer the surrendered Global Warrant shall be cancelled by the Warrant
Agent.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (c)           All
Definitive Warrants issued upon registration of transfer pursuant to this
Section 2.05 shall be the valid obligations of the Company, evidencing the same
obligations of the Company and entitled to the same benefits under this
Agreement and the Global Warrant surrendered for registration of such
transfer.

       

      (d)           Subject
to the provisions of Section 2.05(b), the registered Holder of a Global Warrant
may grant proxies and otherwise authorize any Person, including Agent Members
and Persons that may hold interests through Agent Members, to take any action
that a Holder is entitled to take under this Agreement or the
Warrants.

       

      (e)           In
the event of the occurrence of any of the events specified in Section 2.05(a),
the Company will promptly make available to the Warrant Agent a reasonable
supply of Definitive Warrants in definitive, fully registered form.

       

      (f)           Neither
the Company nor the Warrant Agent will be liable or responsible for any
registration or transfer of any Warrants that are registered or to be registered
in the name of a fiduciary or the nominee of a fiduciary.

       

      Section
2.06.        Replacement
Certificates.

       

      If a
mutilated Warrant Certificate is surrendered to the Warrant Agent or if the
Holder of a Warrant Certificate provides proof reasonably satisfactory to the
Company and the Warrant Agent that the Warrant Certificate has been lost,
destroyed or wrongfully taken, the Company shall issue and the Warrant Agent
shall countersign, by either manual or facsimile signature, a replacement
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, if the reasonable requirements of the Warrant Agent and of Section
8-405 of the Uniform Commercial Code as in effect in the State of New York are
met.  If required by the Warrant Agent or the Company, such Holder
shall furnish an indemnity bond sufficient in the reasonable judgment of the
Company and the Warrant Agent to protect the Company and the Warrant Agent from
any loss that either of them may suffer if a Warrant Certificate is
replaced.  The Company and the Warrant Agent may charge the Holder for
their expenses in replacing a Warrant Certificate.  Every replacement
Warrant Certificate evidences an additional obligation of the
Company.

       

      Section
2.07.        Outstanding
Warrants.

       

      The
Warrants outstanding at any time are all Warrants evidenced on all Warrant
Certificates authenticated by the Warrant Agent except for those canceled by it
and those delivered to it for cancellation.  A Warrant ceases to be
outstanding if the Company or an Affiliate of the Company holds the
Warrant.

       

      If a
Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced
thereby cease to be outstanding unless the Warrant Agent and the Company receive
proof satisfactory to them that the replaced Warrant Certificate is held by a
bona fide purchaser.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
      

      Section
2.08.        Cancellation.


       

      In the
event the Company shall purchase or otherwise acquire Definitive Warrants, the
same shall thereupon be delivered to the Warrant Agent for
cancellation.

       

      The
Warrant Agent and no one else shall cancel and destroy all Warrant Certificates
surrendered for registration of transfer, exchange, replacement, exercise or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Warrant Agent to deliver canceled Warrant Certificates
to the Company.  The Company may not issue new Warrant Certificates to
replace Warrant Certificates to the extent they evidence Warrants that have been
exercised or Warrants that the Company has purchased or otherwise
acquired.

       

      Section
2.09.        CUSIP Numbers.

       

      The
Company, in issuing the Warrants, may use “CUSIP” numbers (if then generally in
use) and, if so, the Warrant Agent shall use “CUSIP” numbers in notices as a
convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Warrant Certificates or as contained in
any notice and that reliance may be placed only on the other identification
numbers printed on the Warrant Certificates.

       

      ARTICLE
III

       

      EXERCISE
TERMS

       

      Section
3.01.        Exercise.

       

      The
Exercise Price of each Warrant, the Warrant Share Number, the number of Warrants
evidenced by any Warrant Certificate and the Expiration Time of each Warrant
shall be set forth in the related Warrant Certificate.  The Exercise
Price of each Warrant and the Warrant Share Number are subject to adjustment
pursuant to the terms set forth in the Warrant Certificate.

       

      Section
3.02.        Manner of Exercise and
Issuance of Shares.

       

      Warrants
may be exercised in the manner set forth in Section 3 of the Warrant
Certificate, and upon any such exercise, Shares shall be issued in the manner
set forth in Section 4 of the Warrant Certificate.

       

      Section
3.03.        Covenant to Make Stock
Certificates Available.

       

      (a)           The
Warrant Agent is hereby authorized to requisition from time to time from any
stock transfer agents of the Company stock certificates required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of this
Agreement, and the Company agrees to authorize and direct such transfer agents
to comply with all such requests of the Warrant Agent.  The Company
shall supply such transfer agents with duly executed stock certificates for such
purposes and shall provide or otherwise make available any cash or scrip that
may be payable upon exercise of Warrants as provided herein and in each Warrant
Certificate.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (b)           The
Warrant Agent is hereby authorized to create a special account for the reserve
of shares of Common Stock to be issued upon exercise of the
Warrants.

       

      (c)           In
connection with the shares of Common Stock to be issued upon exercise, the
Company shall, if so required by the Warrant Agent, provide an Opinion of
Counsel, stating that all such shares, when issued, will be:

       

      (i)           registered,
or subject to a valid exemption from registration, under the Securities Act of
1933, as amended, and

       

      (ii)          validly
issued, fully paid and non-assessable.

       

      ARTICLE
IV


       

      ANTIDILUTION
PROVISIONS

       

      Section
4.01.        Antidilution Adjustments;
Notice of Adjustment.

       

      The
Exercise Price and the Warrant Share Number shall be subject to adjustment from
time to time as provided in Section 12 of the Warrant
Certificate.  Whenever the Exercise Price or the Warrant Share Number
is so adjusted or is proposed to be adjusted as provided in Section 12 of the
Warrant Certificate, the Company shall deliver to the Warrant Agent the notices
or statements, and shall cause a copy of such notices or statements to be sent
or communicated to each Holder pursuant to Section 6.03, as provided in Sections
12(H) and (I) of the Warrant Certificate.

       

      Section
4.02.        Adjustment to Warrant
Certificate.

       

      The form
of Warrant Certificate need not be changed because of any adjustment made
pursuant to the Warrant Certificate, and Warrant Certificates issued after such
adjustment may state the same Exercise Price and the same Warrant Share Number
as are stated in the Warrant Certificates initially issued pursuant to this
Agreement.  The Company, however, may at any time in its sole
discretion make any change in the form of Warrant Certificate that it may deem
appropriate to give effect to such adjustments and that does not affect the
substance of the Warrant Certificate, and any Warrant Certificate thereafter
issued or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.

       

      ARTICLE
V


       

      WARRANT
AGENT

       

      Section
5.01.        Appointment of Warrant
Agent.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      The
Company hereby appoints the Warrant Agent to act as agent for the Company in
accordance with the provisions of this Agreement and the Warrant Agent hereby
accepts such appointment.  The Warrant Agent shall not be liable for
anything that it may do or refrain from doing in connection with this Agreement,
except for its own gross negligence, willful misconduct or bad
faith.

       

      Section
5.02.        Rights and Duties of
Warrant Agent.

       

      (a)           Agent for the
Company.  In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.

       

      (b)           Counsel.  The
Warrant Agent may consult with counsel satisfactory to it (who may be counsel to
the Company), and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the advice of such
counsel.

       

      (c)           Documents.  The
Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken or thing suffered by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.

       

      (d)           No Implied
Obligations.  The Warrant Agent shall be obligated to perform
only such duties as are specifically set forth herein and in the Warrant
Certificates, and no implied duties or obligations of the Warrant Agent shall be
read into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action hereunder
that may involve it in any expense or liability for which it does not receive
indemnity if such indemnity is reasonably requested.  The Warrant
Agent shall not be accountable or under any duty or responsibility for the use
by the Company of any of the Warrant Certificates countersigned by the Warrant
Agent and delivered by it to the Holders or on behalf of the Holders pursuant to
this Agreement or for the application by the Company of the proceeds of the
Warrants.  The Warrant Agent shall have no duty or responsibility in
case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a Holder with respect to such default,
including any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise.

       

      (e)           Not Responsible for
Adjustments or Validity of Stock.  The Warrant Agent shall not
at any time be under any duty or responsibility to any Holder to determine
whether any facts exist that may require an adjustment of the Warrant Share
Number or the Exercise Price, or with respect to the nature or extent of any
adjustment when made, or with respect to the method employed herein or in any
supplemental agreement provided to be employed, in making the
same.  The Warrant Agent shall not be accountable with respect to the
validity or value of any Shares or of any securities or property that may at any
time be issued or delivered upon the exercise of any Warrant or upon any
adjustment pursuant to Section 12 of the Warrant Certificate, and it makes no
representation with respect thereto.  The Warrant Agent shall not be
responsible for any failure of the Company to make any cash payment or to issue,
transfer or deliver any Shares or stock certificates upon the surrender of any
Warrant Certificate for the purpose of exercise or upon any adjustment pursuant
to Section 12 of the Warrant Certificate, or to comply with any of the covenants
of the Company contained in the Warrant Certificate.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (f)           Notices.  If
the Warrant Agent shall receive any notice or demand (other than Notice of
Exercise of Warrants) addressed to the Company by the Holder of a Warrant, the
Warrant Agent shall promptly forward such notice or demand to the
Company.

       

      Section
5.03.        Individual Rights of
Warrant Agent.

       

      The
Warrant Agent and any stockholder, director, officer or employee of the Warrant
Agent may buy, sell or deal in any of the Warrants or other securities of the
Company or its affiliates or become pecuniarily interested in transactions in
which the Company or its affiliates may be interested, or contract with or lend
money to the Company or its affiliates or otherwise act as fully and freely as
though it were not the Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.

       

      Section
5.04.        Warrant Agent’s
Disclaimer.

       

      The
Warrant Agent shall not be responsible for, and makes no representation as to
the validity or adequacy of, this Agreement (except the due and valid authorized
execution and delivery of this Agreement by the Warrant Agent) or the Warrant
Certificates (except the due countersignature of the Warrant Certificate(s) by
the Warrant Agent) and it shall not be responsible for any statement in this
Agreement or the Warrant Certificates other than its countersignature
thereon.

       

      Section
5.05.        Compensation and
Indemnity.

       

      (a)           The
Company agrees to pay the Warrant Agent from time to time reasonable
compensation for its services as agreed and to reimburse the Warrant Agent upon
request for all reasonable out-of-pocket expenses incurred by it, including the
reasonable compensation and expenses of the Warrant Agent’s agents and counsel
incurred by the Warrant Agent in connection with the services rendered by it
under this Agreement as agreed.  The Company shall indemnify the
Warrant Agent, its officers, directors, agents and counsel against any loss,
liability or expense (including reasonable agents’ and attorneys’ fees and
expenses) incurred by it without gross negligence, willful misconduct or bad
faith on its part arising out of or in connection with the acceptance or
performance of its duties under this Agreement.  The Warrant Agent
shall notify the Company promptly of any claim for which it may seek
indemnity.  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Warrant Agent through willful
misconduct, gross negligence or bad faith.  The Company’s payment
obligations pursuant to this Section shall survive the termination of this
Agreement.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (b)           The
Warrant Agent shall be responsible for and shall indemnify and hold the Company
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to the
Warrant Agent’s refusal or failure to comply with the terms of this Agreement,
or which arise out of Warrant Agent’s gross negligence, bad faith or willful
misconduct or which arise out of the breach of any representation or warranty of
the Warrant Agent hereunder, for which the Warrant Agent is not entitled to
indemnification under this Agreement; provided, however, the Warrant Agent’s
aggregate liability hereunder during any term of this Agreement with respect to,
arising from, or arising in connection with this Agreement, whether in contract,
or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid
hereunder by the Company to the Warrant Agent as fees and charges, but not
including reimbursable expenses.

       

      Section
5.06.        Successor Warrant
Agent.

       

      (a)           Company to Provide and
Maintain Warrant Agent.  The Company agrees for the benefit of
the Holders that there shall at all times be a Warrant Agent hereunder until all
the Warrants have been exercised or cancelled or are no longer
exercisable.

       

      (b)           Resignation and
Removal.  The Warrant Agent may at any time resign by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided, however, that such
date shall not be less than 60 days after the date on which such notice is given
unless the Company otherwise agrees.  The Warrant Agent hereunder may
be removed at any time by the filing with it of an instrument in writing signed
by or on behalf of the Company and specifying such removal and the date when it
shall become effective, which date shall not be less than 60 days after such
notice is given unless the Warrant Agent otherwise agrees.  Any
removal under this Section shall take effect upon the appointment by the Company
as hereinafter provided of a successor Warrant Agent (which shall be (i) a bank
or trust company, (ii) organized under the laws of the United States of America
or one of the states thereof, (iii) authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers, (iv) having
a combined capital and surplus of at least $50,000,000 (as set forth in its most
recent reports of condition published pursuant to law or to the requirements of
any United States federal or state regulatory or supervisory authority) and (v)
having an office in the Borough of Manhattan, The City of New York) and the
acceptance of such appointment by such successor Warrant Agent.  The
obligations of the Company under Section 5.05 shall continue to the extent set
forth herein notwithstanding the resignation or removal of the Warrant
Agent.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (c)           Company to Appoint
Successor.  In the event that at any time the Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or shall
be adjudged bankrupt or insolvent, or shall commence a voluntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy, insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Warrant Agent or its property or affairs, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take corporate action in furtherance of
any such action, or a decree or order for relief by a court having jurisdiction
in the premises shall have been entered in respect of the Warrant Agent in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law, or a decree or order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant
Agent or of its property or affairs, or any public officer shall take charge or
control of the Warrant Agent or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent.  In the
event that a successor Warrant Agent is not appointed by the Company, a
successor Warrant Agent, qualified as aforesaid, may be appointed by the Warrant
Agent or the Warrant Agent may petition a court to appoint a successor Warrant
Agent.  Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder; provided, however, that in the
event of the resignation of the Warrant Agent under this subsection (c), such
resignation shall be effective on the earlier of (i) the date specified in the
Warrant Agent’s notice of resignation and (ii) the appointment and acceptance of
a successor Warrant Agent hereunder.

       

      (d)           Successor to Expressly
Assume Duties.  Any successor Warrant Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the rights and obligations of such predecessor with like effect as if
originally named as Warrant Agent hereunder, and such predecessor, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit with
or held by such predecessor, as Warrant Agent hereunder.

       

      (e)           Successor by
Merger.  Any entity into which the Warrant Agent hereunder may
be merged or consolidated, or any entity resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any entity to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all of its assets and business, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, however, that it
shall be qualified as aforesaid.

       

      ARTICLE
VI


       

      MISCELLANEOUS

       

      Section
6.01.        Persons
Benefitting.

       

      Nothing
in this Agreement is intended or shall be construed to confer upon any Person
other than the Company, the Warrant Agent and the Holders any right, remedy or
claim under or by reason of this Agreement or any part hereof.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Section
6.02.        Amendment.

       

      This
Agreement and the Warrants may be amended by the parties hereto without the
consent of any Holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or therein
or adding or changing any other provisions with respect to matters or questions
arising under this Agreement or the Warrants as the Company and the Warrant
Agent may deem necessary or desirable; provided, however, that such
action shall not adversely affect the rights of any of the Holders in any
material respect.  Any amendment or supplement to this Agreement or
the Warrants that has a material adverse effect on the interests of any of the
Holders or owners of a beneficial interest in a Global Warrant shall require the
written consent of the Holders of a majority of the then outstanding Warrants;
provided that
the consent of each Holder affected thereby shall be required for any amendment
pursuant to which (i) the Exercise Price would be increased or the Warrant Share
Number would be decreased (in each case, other than pursuant to adjustments
provided for in Section 12 of the Warrant Certificate), (ii) the time period
during which the Warrants are exercisable would be shortened or (iii) any change
adverse to the Holder would be made to the anti-dilution provisions set forth in
Article IV of this Agreement or Section 12 of the Warrant
Certificate.  In determining whether the Holders of the required
number of Warrants have concurred in any direction, waiver or consent, Warrants
owned by the Company or by any Affiliate of the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Warrant Agent shall be protected in relying on any such direction,
waiver or consent, only Warrants that the Warrant Agent knows are so owned shall
be so disregarded.  Also, subject to the foregoing, only Warrants
outstanding at the time shall be considered in any such
determination.  The Warrant Agent shall have no duty to determine
whether any such amendment would have an effect on the rights or interests of
the holders of the Warrants.  Upon receipt by the Warrant Agent of an
Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the execution of the amendment have been complied with
and such execution is permitted by this Agreement and the Warrant Certificate,
the Warrant Agent shall join in the execution of such amendment; provided, that
the Warrant Agent may, but shall not be obligated to, execute any amendment or
supplement which affects the rights or changes or increases the duties or
obligations of the Warrant Agent.

       

      Section
6.03.        Notices.

       

      Any
notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:

       

      if to the
Company:

       

      First
Financial Bancorp.

      Telephone:
513-979-5772

      Facsimile:
513-979-5780

       

      Attention:  Gregory
A. Gehlmann, Esq.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      with a
copy to:

       

      Squire,
Sanders & Dempsey L.L.P.

      Telephone:
614-365-2759

      Facsimile:  614-365-2499

       

      Attention:  Aaron
A. Seamon, Esq.

       

      if to the
Warrant Agent:

       

      Registrar
and Transfer Company

      Telephone:
(800) 866-1340, extension 2612

      Facsimile:
(908) 497-2310

       

      Attention:  David
Rillera

       

      The
Company or the Warrant Agent by notice to the other may designate additional or
different addresses for subsequent notices or communications.

       

      Unless
the Warrant is a Global Warrant, any notice or communication mailed to a Holder
shall be mailed to the Holder at the Holder’s address as it appears on the
Registry and shall be sufficiently given if so mailed within the time
prescribed.  Any notice to the owners of a beneficial interest in a
Global Warrant shall be distributed through the Depositary in accordance with
the procedures of the Depositary.  Communications to such Holder shall
be deemed to be effective at the time of dispatch to the
Depositary.

       

      Failure
to provide a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or
communication is provided in the manner provided above, it is duly given,
whether or not the intended recipient actually receives it.

       

      Section
6.04.        Governing Law.

       

      This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.

       

      Section
6.05.        Successors.

       

      All
agreements of the Company in this Agreement and the Warrants shall bind its
successors. All agreements of the Warrant Agent in this Agreement shall bind its
successors.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Section
6.06.        Multiple
Originals.


       

      The
parties may sign any number of copies of this Agreement. Each signed copy shall
be an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Agreement.

       

      Section
6.07.        Inspection of
Agreement.

       

      A copy of
this Agreement shall be made available at all reasonable times for inspection by
any registered Holder or owner of a beneficial interest in a Global Warrant at
the principal office of the Warrant Agent (or successor warrant
agent).

       

      Section
6.08.        Table of
Contents.

       

      The table
of contents and headings of the Articles and Sections of this Agreement have
been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.

       

      Section
6.09.        Severability.

       

      The
provisions of this Agreement are severable, and if any clause or provision shall
be held invalid, illegal or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect in that
jurisdiction only such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Agreement in any jurisdiction.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly
executed as of the date first written above.

       

      
        
          
            
              	 	FIRST
      FINANCIAL BANCORP.
	 	 
      	 
      
	 	
                      by

                    	
                      /s/ Claude E. Davis

                    
	 	 
      	
                      Name:

                    	
                      Claude
      E. Davis

                    
	 	 
      	
                      Title:

                    	
                      President
      and Chief Executive

                      Officer

                    
	 	 
      	 
      
	 	
                      REGISTRAR
      AND TRANSFER COMPANY,

                    
	 	
                      as
      Warrant Agent,

                    
	 	 
      	 
      
	 	
                      by

                    	
                      /s/ William P. Tatler

                    
	 	 
      	
                      Name:

                    	
                      William
      P. Tatler

                    
	 	 
      	
                      Title:

                    	
                      Vice
      President and Chief of
Staff

                    


            

          

        

      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
A

     

    FORM
OF WARRANT

     

    UNLESS
THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY WARRANT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED
TO ON THE REVERSE HEREOF.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    GLOBAL
WARRANT

    representing

     

    WARRANTS

     

    to
purchase

    465,117
Shares of

    Common
Stock

    of

    FIRST
FINANCIAL BANCORP.


     

    
      
        	
                No.

              	
                CUSIP
      No: 320209 117    

              


      

    

     

    1.           Definitions.
Unless
the context otherwise requires, when used herein the following terms shall have
the meanings indicated.  Any capitalized terms used but not defined
herein that are defined in the Warrant Agreement shall have the meanings set
forth in the Warrant Agreement.

     

    “Affiliate” means, with
respect to any Person, any Person directly or indirectly controlling, controlled
by or under common control with, such other Person. For purposes of this
definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”) when used with respect to any Person, means the
possession, directly or indirectly, of the power to cause the direction of
management and/or policies of such Person, whether through the ownership of
voting securities by contract or otherwise.

     

    “Agent Members” means the
securities brokers and dealers, banks and trust companies, clearing
organizations and certain other organizations that are participants in the
Depositary’s system.

     

     “Board of Directors” means the
board of directors of the Company, including any duly authorized committee
thereof.

     

    “Business Combination” means a
merger, consolidation, statutory share exchange or similar transaction that
requires the approval of the Company’s stockholders.

     

    “business day” means any day
except Saturday, Sunday and (i) at any time when the Warrants are listed on the
Nasdaq Global Select Market, any day on which the Nasdaq Global Select Market is
authorized or required by law or other governmental actions to close or (ii) at
any time when the Warrants are not listed on the Nasdaq Global Select Market,
any day on which banking institutions in the State of New York are authorized or
required by law or other governmental actions to close.

     

    “Capital Stock” means (A) with
respect to any Person that is a corporation or company, any and all shares,
interests, participations or other equivalents (however designated) of capital
or capital stock of such Person and (B) with respect to any Person that is not a
corporation or company, any and all partnership or other equity interests of
such Person.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Charter” means, with respect
to any Person, its certificate or articles of incorporation, articles of
association, or similar organizational document.

     

    “Common Stock” means the
common shares, without par value, of the Company.

     

    “Company” means First
Financial Bancorp., a corporation duly organized and existing under the laws of
the State of Ohio.

     

    “Definitive Warrant” means a
Warrant Certificate in definitive form that is not deposited with the Depositary
or with the Warrant Agent as custodian for the Depositary.

     

    “Depositary” means The
Depository Trust Company, its nominees and their respective
successors.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.

     

    “Exercise Price” means $12.90,
subject to adjustment as set forth herein.

     

    “Expiration Time” has the
meaning set forth in Section 3.

     

    “Fair Market Value” means,
with respect to any security or other property, the fair market value of such
security or other property as determined by the Board of Directors, acting in
good faith.

     

    “Global Warrant” means a
Warrant Certificate in global form that is deposited with the Depositary or with
the Warrant Agent as custodian for the Depositary.

     

    “Governmental Entities” means,
collectively, all United States and other governmental, regulatory or judicial
authorities.

     

    “Issue Date” means December
23, 2008.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Market Price” means, with
respect to a particular security, on any given day, the last reported sale price
regular way or, in case no such reported sale takes place on such day, the
average of the last closing bid and ask prices regular way, in either case on
the principal national securities exchange on which the applicable securities
are listed or admitted to trading, or if not listed or admitted to trading on
any national securities exchange, the average of the closing bid and ask prices
as furnished by two members of the Financial Industry Regulatory Authority, Inc.
selected from time to time by the Company for that purpose.  “Market
Price” shall be determined without reference to after hours or extended hours
trading.  If such security is not listed and traded in a manner that
the quotations referred to above are available for the period required
hereunder, the Market Price per share of Common Stock shall be deemed to be the
fair market value per share of such security as determined in good faith by the
Board of Directors in reliance on an opinion of a nationally recognized
independent investment banking corporation retained by the Company for this
purpose; provided that if any
such security is listed or traded on a non-U.S. market, such fair market value
shall be determined by reference to the closing price of such security as of the
end of the most recently ended business day in such market prior to the date of
determination; and further, provided that if
making such determination requires the conversion of any currency other than
U.S. dollars into U.S. dollars, such conversion shall be done in accordance with
customary procedures based on the rate for conversion of such currency into U.S.
dollars displayed on the relevant page by Bloomberg L.P. (or any successor or
replacement service) on or by 4:00 p.m., New York City time, on such exercise
date. For the purposes of determining the Market Price of the Common Stock
on the “trading day” preceding, on or following the occurrence of an event, (i)
that trading day shall be deemed to commence immediately after the regular
scheduled closing time of trading on the Nasdaq Global Select Market or, if
trading is closed at an earlier time, such earlier time and (ii) that trading
day shall end at the next regular scheduled closing time, or if trading is
closed at an earlier time, such earlier time (for the avoidance of doubt, and as
an example, if the Market Price is to be determined as of the last trading day
preceding a specified event and the closing time of trading on a particular day
is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the Market
Price would be determined by reference to such 4:00 p.m. closing
price).

     

    “Ordinary Cash Dividends”
means a regular quarterly cash dividend on shares of Common Stock out of surplus
or net profits legally available therefor (determined in accordance with U.S.
GAAP in effect from time to time), provided that
Ordinary Cash Dividends shall not include any cash dividends paid subsequent to
the Issue Date to the extent the aggregate per share dividends paid on the
outstanding Common Stock in any quarter exceed $[0.17][Company to confirm no stock split,
stock dividend, reverse stock split, reclassification or similar transaction
occurred after September 30, 2008], as adjusted for any stock split,
stock dividend, reverse stock split, reclassification or similar
transaction.

     

    “Person” has the meaning given
to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act.

     

    “Per Share Fair Market Value”
has the meaning set forth in Section 12(B).

     

    “Pro Rata Repurchases” means
any purchase of shares of Common Stock by the Company or any Affiliate thereof
pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or
14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any
other offer available to substantially all holders of Common Stock, in the case
of both (A) and (B), whether for cash, shares of Capital Stock of the Company,
other securities of the Company, evidences of indebtedness of the Company or any
other Person or any other property (including, without limitation, shares of
Capital Stock, other securities or evidences of indebtedness of a subsidiary),
or any combination thereof, effected while this Warrant Certificate is
outstanding.  The “Effective Date” of a Pro Rata
Repurchase shall mean the date of acceptance of shares for purchase or exchange
by the Company under any tender or exchange offer which is a Pro Rata Repurchase
or the date of purchase with respect to any Pro Rata Repurchase that is not a
tender or exchange offer.

     

    “SEC” means the U.S.
Securities and Exchange Commission.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     “Securities Act” means the
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

     

    “Shares” has the meaning set
forth in Section 2.

     

    “trading day” means (A) if the
shares of Common Stock are not traded on any national or regional securities
exchange or association or over-the-counter market, a business day or (B) if the
shares of Common Stock are traded on any national or regional securities
exchange or association or over-the-counter market, a business day on which such
relevant exchange or quotation system is scheduled to be open for business and
on which the shares of  Common Stock (i) are not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market for any period or periods aggregating one half hour or
longer; and (ii) have traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of the shares of Common Stock.  The
term “trading day” with respect to any security other than the Common Stock
shall have a correlative meaning based on the primary exchange or quotation
system on which such security is listed or traded.

     

    “Transfer Agent” means
Registrar and Transfer Company, as transfer agent of the Company, and any
successor transfer agent.

     

    “U.S. GAAP” means United
States generally accepted accounting principles.

     

    “Warrant” means a right to
purchase a number of shares of the Company’s Common Stock equal to the Warrant
Share Number as provided herein.  References herein to “Warrant” shall
include the Global Warrant where the context requires.

     

    “Warrant Agent” has the
meaning set forth in Section 16.

     

    “Warrant Agreement” has the
meaning set forth in Section 16.

     

    “Warrant Certificate” means a
fully registered certificate evidencing Warrants.

     

    “Warrantholder” means a
registered owner of Warrants as set forth in the Registry.

     

    “Warrant Share Number” means
one share of Common Stock, as subsequently adjusted pursuant to the terms of
this Warrant and the Warrant Agreement.

     

    2.           Number of Shares; Exercise
Price. This
certifies that, for value received, Cede & Co., and any of its registered
assigns, is the registered owner of the number of Warrants set forth on Schedule
A hereto, each of which entitles the Warrantholder to purchase from the Company,
upon the terms and subject to the conditions hereinafter set forth, a number of
fully paid and nonassessable shares of Common Stock (each a “Share” and collectively the
“Shares”) equal to the
Warrant Share Number at a purchase price per share equal to the Exercise
Price.  The Warrant Share Number and the Exercise Price are subject to
adjustment as provided herein, and all references to “Warrant Share Number” and
“Exercise Price” herein shall be deemed to include any such adjustment or series
of adjustments.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    3.           Exercise of Warrant;
Term. Subject
to Section 2, to the extent permitted by applicable laws and regulations, all or
a portion of the Warrants evidenced by this Warrant Certificate are exercisable
by the Warrantholder, at any time or from time to time after the execution and
delivery of this Warrant Certificate by the Company on the date hereof, but in
no event later than 5:00 p.m., New York City time on the tenth anniversary of
the Issue Date (the “Expiration Time”), by (A)
delivery to the Warrant Agent of a Notice of Exercise in the form annexed
hereto, duly completed
and executed (or to the Company or to such other office or agency of the Company
in the United States as the Company may designate by notice in writing to the
Warrantholders pursuant to Section 18), and (B) payment of the Exercise Price
for the Shares thereby purchased by having the Company withhold, from the shares
of Common Stock that would otherwise be delivered to such Warrantholder upon
such exercise, Shares issuable upon exercise of the Warrants so exercised equal
in value to the aggregate Exercise Price as to such Shares, based on the Market
Price of the Common Stock on the trading day on which such Warrants are
exercised and the Notice of Exercise is delivered to the Warrant Agent pursuant
to this Section 3.  For the avoidance of doubt, if Warrants are
exercised such that the Exercise Price would exceed the value of the Shares
issuable upon exercise, no amount shall be due and payable by the Warrantholder
to the Company.  In the case of a Global Warrant, any person with a
beneficial interest in such Global Warrant shall effect compliance with the
requirements in clauses (A) and (B) above through the relevant Agent Member in
accordance with procedures of the Depositary.

     

    In the
case of a Global Warrant, whenever some but not all of the Warrants represented
by such Global Warrant are exercised in accordance with the terms thereof and of
the Warrant Agreement, such Global Warrant shall be surrendered by the
Warrantholder to the Warrant Agent, which shall cause an adjustment to be made
to Schedule A to such Global Warrant so that the number of Warrants represented
thereby will be equal to the number of Warrants theretofor represented by such
Global Warrant less the number of Warrants then exercised.  The
Warrant Agent shall thereafter promptly return such Global Warrant to the
Warrantholder or its nominee or custodian.  In the case of a
Definitive Warrant, whenever some but not all of the Warrants represented by
such Definitive Warrant are exercised in accordance with the terms thereof and
of the Warrant Agreement, the Warrantholder shall be entitled, at the request of
such Warrantholder, to receive from the Company within a reasonable time, not to
exceed three business days, a new Definitive Warrant in substantially identical
form for the number of Warrants equal to the number of Warrants theretofor
represented by such Definitive Warrant less the number of Warrants then
exercised.

     

    If this
Warrant Certificate shall have been exercised in full, the Warrant Agent shall
promptly cancel such certificate following its receipt from the Warrantholder or
the Depositary, as applicable.

     

    Notwithstanding
anything in this Warrant Certificate to the contrary, in the case of Warrants
evidenced by a Global Warrant, any Agent Member may, without the consent of the
Warrant Agent or any other person, on its own behalf and on behalf of any
beneficial owner for which it is acting, enforce, and may institute and
maintain, any suit, action or proceeding against the Company suitable to
enforce, or otherwise in respect of, its right to exercise, and to receive
Shares for, its Warrants as provided in the Global Warrant, and to enforce the
Warrant Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    4.           Issuance of Shares;
Authorization; Listing. Shares
issued upon exercise of Warrants evidenced by this Warrant Certificate shall be
(i) issued in such name or names as the exercising Warrantholder may designate
and (ii) delivered by the Transfer Agent to such Warrantholder or its nominee or
nominees (A) via book-entry transfer crediting the account of such Warrantholder
(or the relevant Agent Member for the benefit of such Warrantholder) through the
Depositary’s DWAC system (if the Transfer Agent participates in such system), or
(B) otherwise in certificated form by physical delivery to the address specified
by the Warrantholder in the Notice of Exercise.  The Company shall use
its commercially reasonable efforts to cause its Transfer Agent to be a
participant in the Depositary’s DWAC system.  The Company shall cause
the number of full Shares to which such Warrantholder shall be entitled to be so
delivered by the Transfer Agent within a reasonable time, not to exceed three
business days after the date on which Warrants evidenced by this Warrant
Certificate have been duly exercised in accordance with the terms
hereof.

     

    The
Company hereby represents and warrants that any Shares issued upon the exercise
of Warrants evidenced by this Warrant Certificate in accordance with the
provisions of Section 3 will be duly and validly authorized and issued, fully
paid and nonassessable and free from all taxes, liens and charges (other than
liens or charges created by a Warrantholder, income and franchise taxes incurred
in connection with the exercise of the Warrant or taxes in respect of any
transfer occurring contemporaneously therewith).  The Company agrees
that the Shares so issued will be deemed to have been issued to a Warrantholder
as of the close of business on the date on which Warrants evidenced by this
Warrant Certificate have been duly exercised, notwithstanding that the stock
transfer books of the Company may then be closed or certificates representing
such Shares may not be actually delivered on such date.  The Company
will at all times until the Expiration Time (or, if such date shall not be a
business day, then on the next succeeding business day) reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of providing for the exercise of Warrants evidenced by this Warrant
Certificate, the aggregate number of shares of Common Stock then issuable upon
exercise hereof at any time.  The Company will (A) procure, at its
sole expense, the listing of the Shares issuable upon exercise hereof at any
time, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and (B) maintain
such listings of such Shares at all times after issuance.  The Company
will use reasonable best efforts to ensure that the Shares may be issued without
violation of any applicable law or regulation or of any requirement of any
securities exchange on which the Shares are listed or traded.

     

    5.           No Fractional Shares or
Scrip. No
fractional Shares or scrip representing fractional Shares shall be issued upon
any exercise of Warrants evidenced by this Warrant Certificate.  In
lieu of any fractional Share that would otherwise be issued to a Warrantholder
upon the exercise of any Warrants, such Warrantholder shall be entitled to
receive a cash payment equal to the Market Price of the Common Stock on the
trading day on which such warrants are exercised representing such fractional
Share.  The beneficial owners of the Warrants and the Warrantholder,
by their acceptance hereof, expressly waive their right to receive any fraction
of a share of Common Stock or a certificate representing a fraction of a share
of Common Stock or Warrant Certificate representing a fractional Warrant upon
exercise of any Warrant.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    6.           No Rights as Stockholders;
Transfer Books. Warrants
evidenced by this Warrant Certificate do not entitle the Warrantholder or the
owner of any beneficial interest in such Warrants to any voting rights or other
rights as a stockholder of the Company prior to the date of exercise
hereof.  The Company will at no time close its transfer books against
transfer of Warrants in any manner which interferes with the timely exercise
hereof.

     

    7.           Charges, Taxes and
Expenses. Issuance
of Shares in certificated or book-entry form to the Warrantholder upon the
exercise of Warrants evidenced by this Warrant Certificate shall be made without
charge to the Warrantholder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Shares (other than liens or charges
created by a Warrantholder, income and franchise taxes incurred in connection
with the exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith), all of which taxes and expenses shall be paid by
the Company.

     

    8.           Transfer/Assignment.
This
Warrant Certificate and all rights hereunder are transferable, in whole or in
part, upon the books of the Company (or an agent duly appointed by the Company)
by the registered holder hereof in person or by duly authorized attorney, and
one or more new Warrant Certificates shall be made and delivered by the Company,
of the same tenor and date as this Warrant Certificate but registered in the
name of one or more transferees, upon surrender of this Warrant Certificate,
duly endorsed, to the office or agency of the Company described in Section 3;
provided that
if this Warrant Certificate is a Global Warrant registered in the name of the
Depositary, transfers of such Global Warrant may only be made as a whole, and
not in part, and only by (i) the Depositary to a nominee of the Depositary, (ii)
a nominee of the Depositary to the Depositary or another nominee of the
Depositary or (iii) the Depositary or any such nominee to a successor Depositary
or its nominee.  All expenses (other than stock transfer taxes) and
other charges payable in connection with the preparation, execution and delivery
of the new Warrant Certificates pursuant to this Section 8 shall be paid by the
Company.

     

    If this
Warrant Certificate is a Global Warrant, then so long as the Global Warrant is
registered in the name of the Depositary, the holders of beneficial interests in
the Warrants evidenced thereby shall have no rights under this Warrant
Certificate with respect to the Global Warrant held on their behalf by the
Depositary or the Warrant Agent as its custodian, and the Depositary may be
treated by the Company, the Warrant Agent and any agent of the Company or the
Warrant Agent as the absolute owner of the Global Warrant for all purposes
whatsoever except to the extent set forth herein.  Accordingly, any
such owner's beneficial interest in the Global Warrant will be shown only on,
and the transfer of such interest shall be effected only through, records
maintained by the Depositary or the Agent Members, and neither the Company nor
the Warrant Agent shall have any responsibility with respect to such records
maintained by the Depositary or the Agent Members.  Notwithstanding
the foregoing, nothing herein shall (i) prevent the Company, the Warrant Agent
or any agent of the Company or the Warrant Agent from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (ii) impair, as between the Depositary and the Agent Members, the operation
of customary practices governing the exercise of the rights of a holder of a
beneficial interest in any Warrant.  Except as may otherwise be
provided in this Warrant Certificate or the Warrant Agreement, the rights of
beneficial owners in a Global Warrant shall be exercised through the Depositary
subject to the applicable procedures of the Depositary.  Any holder of
the Global Warrant shall, by acceptance of the Global Warrant, agree that
transfers of beneficial interests in the Global Warrant may be effected only
through a book-entry system maintained by the Depositary, and that ownership of
a beneficial interest in the Warrants represented thereby shall be required to
be reflected in book-entry form.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    A Global
Warrant shall be exchanged for Definitive Warrants, and Definitive Warrants may
be transferred or exchanged for a beneficial interest in a Global Warrant, only
at such times and in the manner specified in the Warrant
Agreement.  Subject to the provisions of the Warrant Agreement, the
holder of a Global Warrant may grant proxies and otherwise authorize any person,
including Agent Members and persons that may hold beneficial interests in such
Global Warrant through Agent Members, to take any action that a Warrantholder is
entitled to take under a Warrant or the Warrant Agreement.

     

    9.           Exchange and Registry of Warrants.
This
Warrant Certificate is exchangeable, upon the surrender hereof by the
Warrantholder to the Company, for a new Warrant Certificate or Warrant
Certificates of like tenor and representing the same aggregate number of
Warrants.  The Company or an agent duly appointed by the Company
(which initially shall be the Warrant Agent) shall maintain a Registry showing
the name and address of the Warrantholder as the registered holder of this
Warrant Certificate.  This Warrant Certificate may be surrendered for
exchange or exercise in accordance with its terms, at the office of the Company
or any such agent, and the Company shall be entitled to rely in all respects,
prior to written notice to the contrary, upon such Registry.

     

    10.         Loss, Theft, Destruction or
Mutilation of Warrant Certificate.
Upon
receipt by the Company of proof reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Certificate, and in the case of
any such loss, theft or destruction, upon receipt of a bond, indemnity or
security reasonably satisfactory to the Company and the Warrant Agent, or, in
the case of any such mutilation, upon surrender and cancellation of this Warrant
Certificate, the Company shall make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of like
tenor and representing the same aggregate number of Warrants as provided for in
such lost, stolen, destroyed or mutilated Warrant Certificate.

     

    11.         Saturdays, Sundays,
Holidays, etc.  If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a business day, then such action
may be taken or such right may be exercised on the next succeeding day that is a
business day.

     

    12.         Adjustments and Other
Rights. The
Exercise Price and the Warrant Share Number shall be subject to adjustment from
time to time as follows; provided that if more
than one subsection of this Section 12 is applicable to a single event, the
subsection shall be applied that produces the largest adjustment and no single
event shall cause an adjustment under more than one subsection of this Section
12 so as to result in duplication:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (A)         Stock Splits, Subdivisions,
Reclassifications or Combinations. If the
Company shall (i) declare and pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, or (iii)
combine or reclassify the outstanding shares of Common Stock into a smaller
number of shares, the Warrant Share Number at the time of the record date for
such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
holder of a Warrant after such date shall be entitled to purchase the number of
shares of Common Stock which such holder would have owned or been entitled to
receive in respect of the Warrant Share Number had such Warrant been exercised
immediately prior to such date.  In such event, the Exercise Price in
effect immediately prior to the record date for such dividend or distribution or
the effective date of such subdivision, combination or reclassification shall be
adjusted by multiplying such Exercise Price by the quotient of (x) the Warrant
Share Number immediately prior to such adjustment divided by (y) the new Warrant
Share Number determined pursuant to the immediately preceding
sentence.

     

    (B)         Other Distributions.
In case
the Company shall fix a record date for the making of a distribution to all
holders of shares of its Common Stock of securities, evidences of indebtedness,
assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends
of its Common Stock and other dividends or distributions referred to in Section
12(A)), in each such case, the Exercise Price in effect prior to such record
date shall be reduced immediately thereafter to the price determined by
multiplying the Exercise Price in effect immediately prior to the reduction by
the quotient of (x) the Market Price of the Common Stock on the last trading day
preceding the first date on which the Common Stock trades regular way on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading without the right to receive such distribution, minus the
amount of cash and/or the Fair Market Value of the securities, evidences of
indebtedness, assets, rights or warrants to be so distributed in respect of one
share of Common Stock (such subtracted amount and/or Fair Market Value, the
“Per Share Fair Market
Value”) divided by (y) such Market Price on such date specified in clause
(x); such adjustment shall be made successively whenever such a record date is
fixed.  In such event, the Warrant Share Number shall be increased to
the number obtained by multiplying the Warrant Share Number immediately prior to
such adjustment by the quotient of (a) the Exercise Price in effect immediately
prior to the distribution giving rise to this adjustment divided by (b) the new
Exercise Price determined in accordance with the immediately preceding
sentence.  In the case of adjustment for a cash dividend that is, or
is coincident with, a regular quarterly cash dividend, the Per Share Fair Market
Value would be reduced by the per share amount of the portion of the cash
dividend that would constitute an Ordinary Cash Dividend.  In the
event that such distribution is not so made, the Exercise Price and the Warrant
Share Number then in effect shall be readjusted, effective as of the date when
the Board of Directors determines not to distribute such shares, evidences of
indebtedness, assets, rights, cash or warrants, as the case may be, to the
Exercise Price and the Warrant Share Number that would then be in effect if such
record date had not been fixed.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (C)         Certain Repurchases of
Common Stock. In case
the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise
Price shall be reduced to the price determined by multiplying the Exercise Price
in effect immediately prior to the Effective Date of such Pro Rata Repurchase by
a fraction of which the numerator shall be (i) the product of (x) the number of
shares of Common Stock outstanding immediately before such Pro Rata Repurchase
and (y) the Market Price of a share of Common Stock on the trading day
immediately preceding the first public announcement by the Company or any of its
Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the
aggregate purchase price of the Pro Rata Repurchase, and of which the
denominator shall be the product of (i) the number of shares of Common Stock
outstanding immediately prior to such Pro Rata Repurchase minus the number of
shares of Common Stock so repurchased and (ii) the Market Price per share of
Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect
such Pro Rata Repurchase.  In such event, the Warrant Share Number
shall be increased to the number obtained by multiplying the Warrant Share
Number immediately prior to such adjustment by the quotient of (x) the Exercise
Price in effect immediately prior to the Pro Rata Repurchase giving rise to this
adjustment divided by (y) the new Exercise Price determined in accordance with
the immediately preceding sentence.  For the avoidance of doubt, no
increase to the Exercise Price or decrease in the Warrant Share Number shall be
made pursuant to this Section 12(C).

     

    (D)         Business
Combinations or
Reclassifications of Common Stock. In case
of any Business Combination or reclassification of Common Stock (other than a
reclassification of Common Stock referred to in Section 12(A)), a
Warrantholder’s right to receive Shares upon exercise of a Warrant shall be
converted into the right to exercise such Warrant to acquire the number of
shares of stock or other securities or property (including cash) which the
Common Stock issuable (at the time of such Business Combination or
reclassification) upon exercise of such Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to such
Warrantholder’s right to exercise a Warrant in exchange for any shares of stock
or other securities or property pursuant to this paragraph.  In
determining the kind and amount of stock, securities or the property receivable
upon exercise of a Warrant following the consummation of such Business
Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business
Combination, then the consideration that a Warrantholder shall be entitled to
receive upon exercise shall be deemed to be the types and amounts of
consideration received by the majority of all holders of the shares of Common
Stock that affirmatively make an election (or of all such holders if none make
an election).  For purposes of determining any amount to be withheld
pursuant to Section 3 from stock, securities or the property that would
otherwise be delivered to a Warrantholder upon exercise of Warrants following
any Business Combination, the amount of such stock, securities or property to be
withheld shall have a Market Price equal to the aggregate Exercise Price as to
which such Warrants are so exercised, based on the fair market value of such
stock, securities or property on the trading day on which such Warrants are
exercised and the Notice of Exercise is delivered to the Warrant Agent; provided that in the
case of any property that is not a security, the Market Price of such property
shall be deemed to be its fair market value as determined in good faith by the
Board of Directors in reliance on an opinion of a nationally recognized
independent investment banking firm retained by the Company for this purpose;
and further,
provided that
if making such determination requires the conversion of any currency other than
U.S. dollars into U.S. dollars, such conversion shall be done in accordance with
customary procedures based on the rate for conversion of such currency into U.S.
dollars displayed on the relevant page by Bloomberg L.P. (or any successor or
replacement service) on or by 4:00 p.m., New York City time, on such exercise
date.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (E)         Rounding of Calculations;
Minimum Adjustments. All
calculations under this Section 12 shall be made to the nearest one-tenth
(1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the
case may be.  Any provision of this Section 12 to the contrary
notwithstanding, no adjustment in the Exercise Price or the Warrant Share Number
shall be made if the amount of such adjustment would be less than $0.01 or
one-tenth (1/10th) of a share of Common Stock, but any such amount shall be
carried forward and an adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate $0.01 or
1/10th of a share of Common Stock, or more, or on exercise of a Warrant if it
shall earlier occur.

     

    (F)         Timing of Issuance of
Additional Common Stock Upon Certain Adjustments. In any
case in which the provisions of this Section 12 shall require that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer until the occurrence of such event (i) issuing to a Warrantholder of
Warrants exercised after such record date and before the occurrence of such
event the additional shares of Common Stock issuable upon such exercise by
reason of the adjustment required by such event over and above the shares of
Common Stock issuable upon such exercise before giving effect to such adjustment
and (ii) paying to such Warrantholder any amount of cash in lieu of a fractional
share of Common Stock; provided, however, that the
Company upon request shall deliver to such Warrantholder a due bill or other
appropriate instrument evidencing such Warrantholder’s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring
such adjustment.

     

    (G)         Other Events.
Neither
the Exercise Price nor the Warrant Share Number shall be adjusted in the event
of a change in the par value of the Common Stock or a change in the jurisdiction
of incorporation of the Company.

     

    (H)         Statement Regarding
Adjustments. Whenever
the Exercise Price or the Warrant Share Number shall be adjusted as provided in
Section 12, the Company shall forthwith file at the principal office of the
Company a statement showing in reasonable detail the facts requiring such
adjustment and the Exercise Price that shall be in effect and the Warrant Share
Number after such adjustment.  The Company shall deliver to the
Warrant Agent a copy of such statement and shall cause a copy of such statement
to be sent or communicated to the Warrantholders pursuant to Section
18.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (I)          Notice of Adjustment
Event. In the
event that the Company shall propose to take any action of the type described in
this Section 12 (but only if the action of the type described in this Section 12
would result in an adjustment in the Exercise Price or the Warrant Share Number
or a change in the type of securities or property to be delivered upon exercise
of a Warrant), the Company shall deliver to the Warrant Agent a notice and shall
cause such notice to be sent or communicated to the Warrantholders in the manner
set forth in Section 18, which notice shall specify the record date, if any,
with respect to any such action and the approximate date on which such action is
to take place.  Such notice shall also set forth the facts with
respect thereto as shall be reasonably necessary to indicate the effect on the
Exercise Price and the number, kind or class of shares or other securities or
property which shall be deliverable upon exercise of a Warrant.  In
the case of any action which would require the fixing of a record date, such
notice shall be given at least 10 days prior to the date so fixed, and in case
of all other action, such notice shall be given at least 15 days prior to the
taking of such proposed action.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such
action.

     

    (J)          Proceedings Prior to Any
Action Requiring Adjustment. As a
condition precedent to the taking of any action which would require an
adjustment pursuant to this Section 12, the Company shall take any action which
may be necessary, including obtaining regulatory, New York Stock Exchange,
NASDAQ Stock Market or other applicable national securities exchange or
stockholder approvals or exemptions, in order that the Company may thereafter
validly and legally issue as fully paid and nonassessable all Shares that a
Warrantholder is entitled to receive upon exercise of a Warrant pursuant to this
Section 12.

     

    (K)         Adjustment Rules.
Any
adjustments pursuant to this Section 12 shall be made successively whenever an
event referred to herein shall occur.  If an adjustment in Exercise
Price made hereunder would reduce the Exercise Price to an amount below par
value of the Common Stock, then such adjustment in Exercise Price made hereunder
shall reduce the Exercise Price to the par value of the Common
Stock.

    


    13.         No Impairment.
The
Company will not, by amendment of its Charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant Certificate and in taking of all such action as
may be necessary or appropriate in order to protect the rights of the
Warrantholder.

     

    14.         Governing Law.
This
Warrant Certificate and the Warrants evidenced hereby shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.

     

    15.         Binding Effect; Countersignature by
Warrant Agent. This
Warrant Certificate shall be binding upon any successors or assigns of the
Company.  This Warrant Certificate shall not be valid until an
authorized signatory of the Warrant Agent (as defined below) or its agent as
provided in the Warrant Agreement (as defined below) countersigns this Warrant
Certificate. Such signature shall be solely for the purpose of authenticating
this Warrant Certificate and shall be conclusive evidence that this Warrant
Certificate has been countersigned under the Warrant Agreement.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    16.         Warrant Agreement;
Amendments. This
Warrant Certificate is issued under and in accordance with a Warrant Agreement
dated as of May [__], 2010 (the “Warrant Agreement”), between
the Company and [insert name
of Warrant Agent] (the “Warrant Agent,” which term
includes any successor Warrant Agent under the Warrant Agreement), and is
subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the beneficial owners of the Warrants and the
Warrantholders consent by acceptance hereof.  The Warrant Agreement is
hereby incorporated herein by reference and made a part
hereof.  Reference is hereby made to the Warrant Agreement for a
statement of the respective rights, limitations of rights, duties and
obligations of the Company, the Warrant Agent and the Warrantholders and
beneficial owners of the Warrants.  A copy of the Warrant Agreement
may be obtained for inspection by the Warrantholders or beneficial owners of the
Warrants upon request to the Warrant Agent at the address of the Warrant Agent
(or successor warrant agent) set forth in the Warrant Agreement.  The
Warrant Agreement and this Warrant Certificate may be amended and the observance
of any term of the Warrant Agreement or this Warrant Certificate may be waived
only to the extent provided in the Warrant Agreement.

     

    17.         Prohibited Actions.
The
Company agrees that it will not take any action which would entitle the
Warrantholder to an adjustment of the Exercise Price if the total number of
shares of Common Stock issuable after such action upon exercise of the Warrants
evidenced by this Warrant Certificate, together with all shares of Common Stock
then outstanding and all shares of Common Stock then issuable upon the exercise
of all outstanding options, warrants, conversion and other rights, would exceed
the total number of shares of Common Stock then authorized by its
Charter.

     

    18.         Notices. Unless
this Warrant Certificate is a Global Warrant, any notice or communication mailed
to the Warrantholder shall be mailed to the Warrantholder at the Warrantholder’s
address as it appears in the Registry and shall be sufficiently given if so
mailed within the time prescribed.  Any notice to holders of a
beneficial interest in a Global Warrant shall be distributed through the
Depositary in accordance with the procedures of the
Depositary.  Communications to such holders shall be deemed to be
effective at the time of dispatch to the Depositary.

     

    [Remainder
of page intentionally left blank]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed by a duly authorized officer.  This Warrant Certificate shall
not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.

     

    Dated:  _______________

     

    
      
        
          
            	 
      	
                    FIRST
      FINANCIAL BANCORP.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

    


    Countersigned:

     

    REGISTRAR
AND TRANSFER COMPANY

    as
Warrant Agent

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Authorized
      Signatory

                	 
      


        

      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Schedule
A to Global Warrant

     

    The
initial number of Warrants represented by the Global Warrant is
465,117.

     

    The
following decreases in the number of Warrants represented by this Global Warrant
have been made as a result of the exercise of certain Warrants represented by
this Global Warrant:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Date of Exercise

                              of Warrants

                            	 	
                              Number of

                              Warrants Exercised

                            	 	
                              Total Number of Warrants

                              Represented Hereby

                              Following Such Exercise

                            	 	
                              Notation Made

                              by Warrant Agent

                            
	
                               

                            	 	
                               

                            	 	
                               

                            	 	
                               

                            
	 
      	 	 
      	 	 
      	 	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Form
of Notice of Exercise

     

    (to be
executed only upon exercise of Warrants)


     

    Date:  _________

     

    TO:         First Financial Bancorp. (the
“Company”)

     

    RE:          Election
to Purchase Common Stock

     

    The
undersigned registered holder of [________] Warrants irrevocably elects to
exercise the number of Warrants set forth below represented by the Global
Warrant (or, in the case of a Definitive Warrant, the Warrant Certificate
enclosed herewith), and surrenders all right, title and interest in the number
of Warrants exercised hereby to the Company, and directs that the shares of
Common Stock or other securities or property delivered upon exercise of such
Warrants, and any interests in the Global Warrant or Definitive Warrant
representing unexercised Warrants, be registered or placed in the name and at
the address specified below and delivered thereto.

     

    
      	

              Number
      of Warrants

            	 	 
      


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Holder:

                              	 
      
	 
      	
                                By:

                              	 
      
	 
      	
                                Name:

                              	 
      
	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  Signature
      guaranteed by (if a guarantee is required):

                
	 
      	 
      


        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Securities and/or check to
be issued to:

     

    If in
book-entry form through the Depositary:

    


      
        
          
            	
                    Depositary
      Account Number:

                  	 
      


          

        

      

      


      
        
          
            	
                    Name
      of Agent Member:

                  	 
      


          

        

      

    

     

    If in
definitive form:

     

    
      
        
          
            
              
                
                  	
                          Social
      Security Number

                          or
      Other Identifying Number:

                        	 
      
	 
      	 
      
	
                          Name:

                        	 
      
	 
      	 
      
	
                          Street
      Address:

                        	 
      
	 
      	 
      
	
                          City,
      State and Zip Code:

                        	 
      


                

              

            

          

        

      
                                                 

    Any
unexercised Warrants evidenced by the exercising Warrantholder’s interest in the
Global Warrant or Definitive Warrant, as the case may be, to be issued
to:

     

    If in
book-entry form through the Depositary:

    
      


        
          
            
              	
                      Depositary
      Account Number:

                    	 
      


            

          

        

        


        
          
            
              	
                      Name
      of Agent Member:

                    	 
      


            

          

        

      

       

      If in
definitive form:

       

      
        
          
            
              
                
                  
                    	
                            Social
      Security Number

                            or
      Other Identifying Number:

                          	 
      
	 
      	 
      
	
                            Name:

                          	 
      
	 
      	 
      
	
                            Street
      Address:

                          	 
      
	 
      	 
      
	
                            City,
      State and Zip Code:

                          	 
      


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Form
of Assignment

     

    For value
received, the undersigned registered Warrantholder of the within Warrant
Certificate hereby sells, assigns and transfers unto the Assignee(s) named below
(including the undersigned with respect to any Warrants constituting a part of
the Warrants evidenced by the within Warrant Certificate not being assigned
hereby) all of the right, title and interest of the undersigned under the within
Warrant Certificate with respect to the number of Warrants set forth
below.

    


    
      
        
          
            
              
                
                  
                    	
                            Name of Assignees

                          	 	
                            Address

                          	 	
                            Number of Warrants

                          	 	
                            Social Security Number

                            or other Identifying

                            Number

                          
	
                          	 	
                          	 	
                             

                          	 	
                          
	
                          	 	
                          	 	
                          	 	
                          


                  

                

              

            

          

        

      

    

    


    and does
irrevocably constitute and appoint [___________], the undersigned’s attorney, to
make such transfer on the books of the Company maintained for the purpose, with
full power of substitution in the premises.

    


    Dated:

     

    
      	 
      	
              Holder:

            	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    
 

    
      
        
          	
                  Signature
      guaranteed by (if a guarantee is required):

                
	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        3