Exhibit
4.2

     

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ATTACHMENT
TO

    CERTIFICATE
OF AMENDMENT

    TO
THE ARTICLES OF INCORPORATION OF

    FIRST
FINANCIAL BANCORP.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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