EXHIBIT 10.8

     

    ENDORSEMENT
METHOD SPLIT DOLLAR AGREEMENT


    


    THIS
AGREEMENT (the "Agreement") is made as of this ___ day of ________, by and
between the following parties:
First Financial Bank, N.A. (the "Bank") and «executive» (the
"Executive").

    


    This
Agreement between the Bank and the Executive sets forth the terms under which
the Bank will purchase and own a life insurance policy (the "Policy") insuring
the life of the Executive; and the death proceeds of the Policy will be divided
between the Bank and the beneficiary designated by the
Executive.  This Agreement is made in consideration of the mutual
promises contained herein and other good and valuable consideration, the receipt
and adequacy of which hereby are acknowledged.

     

    
      	
              I.

            	
              POLICY
      TITLE AND OWNERSHIP

            


    

    


    The Bank
has applied for one or more life insurance policies, hereinafter collectively
referred to as the "Policy," insuring the life of the
Executive.  Schedule A, which is attached hereto and incorporated
herein by reference as if fully rewritten, provides the following information
with regard to the Policy: the issuer thereof (the "Insurer"), the policy
number, and such other information as therein set forth.  The Bank and
the Executive agree to take all necessary action to cause the Insurer to issue
the Policy and to cause the Policy to conform to the provisions of this
Agreement.  The Bank and the Executive further agree that the Policy
shall be subject to the terms and conditions of this Agreement.  If
the Bank and the Executive mutually agree to change the coverage under the
Policy, the rights, duties, and benefits of the parties to such changed coverage
shall continue to be subject to the terms of this Agreement.

    


    The Bank
shall be the sole and absolute owner of and shall possess all incidents of
ownership in the Policy and may exercise all ownership rights granted to the
owner thereof by the terms of the Policy except as may be otherwise provided in
this Agreement.

    


    This
Agreement is effective as to a Policy upon execution of this Agreement or upon
issuance of such Policy, whichever is later.  The Bank shall be
responsible for safeguarding the Policy.

    


    
      	
              II.

            	
              BENEFICIARY
      DESIGNATION RIGHTS

            


    

    


    The
Executive shall have the right and power to instruct the Bank from time to time
to designate a beneficiary or beneficiaries (collectively referred to herein as
the "Executive's Beneficiary") to receive the Part Two Share of the proceeds
payable under this Agreement upon the death of the Executive, and to elect a
payment option for such Executive's Beneficiary, subject to any right or
interest the Bank may have in such proceeds, as provided in this
Agreement.  The Bank agrees to designate the Executive's Beneficiary
for the Part Two Share in such Policy in accordance with the written direction
of the Executive.  The parties to this Agreement shall execute and
forward promptly and without unreasonable delay, changes in beneficiary
designation forms and documents, including the Policy, as required by the
Insurer, to effectuate the exercise of any rights of the parties
hereto.  If the Executive does not designate a Beneficiary or if no
Beneficiary survives the Executive, the Executive's Beneficiary shall be his or
her estate.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
              III.

            	
              PREMIUM
      PAYMENT METHOD

            


    

    


    The Bank
shall pay amounts equal to the planned premiums and any other premium payments
that might become necessary to keep the Policy in force.

    


    
      	
              IV.

            	
              USE
      OF DIVIDENDS

            


    

    


    Dividends declared on the Policy shall
be applied as the Bank elects on the Policy application.

    


    
      	
              V.

            	
              TAXABLE
      BENEFIT

            


    

    


    The
Executive will receive an annual taxable benefit equal to the assumed cost of
insurance to the extent required by the Internal Revenue Service.  The
Bank will cause the amount of imputed income received annually to be reported to
the Executive on Form W-2 or its equivalent.

    


    
      	
              VI.

            	
              DIVISION
      OF DEATH PROCEEDS

            


    

    


    Upon the
death of the Executive, the Bank shall cooperate with the Executive's
Beneficiary to take whatever action is necessary to collect the death benefit
provided under the Policy.  Subject to Section VII of this Agreement,
the death proceeds of the Policy shall be as follows and paid in the following
order to the extent that such proceeds permit.  When such death
benefit has been collected and paid as provided herein, this Agreement shall
thereupon terminate.

    


    
      	
               
      

            	
              A.

            	
              Part One
      Share.  First the Bank shall be entitled to an amount
      known herein as the "Part One Share" which is equal to the premiums which
      the Bank has paid for the Policy since the effective date of this
      Agreement.

            


    

    


    
      	
               
      

            	
              B.

            	
              Part Two
      Share.  Second, the Executive's Beneficiary shall be
      entitled to an amount known herein as the "Part Two Share" which is equal
      to the following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              If
      the Executive is employed by the Bank or an Affiliated Employer at the
      time of his or her death, the Part Two Share shall be equal to three times
      the Executive's base salary in effect at the time of his or her
      death.  For purposes of this Agreement, "Affiliated Employer"
      means First Financial Bancorp and any employer which is a direct or
      indirect subsidiary of First Financial Bancorp, but only during the period
      it is such a subsidiary.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Executive is not employed by the Bank or an Affiliated Employer at the
      time of his or her death, and if, when the Executive's employment with the
      Bank and all Affiliated Employers terminated, the
      Executive:  (a) was then eligible to receive an immediate
      retirement benefit under the Early Retirement, Normal Retirement, Late
      Retirement, or Disability Retirement provisions of the First Financial
      Bancorp Employees' Pension Plan and Trust as in effect from time to time,
      and (b) had been employed by First Financial Bancorp and/or an Affiliated
      Employer for at least five years, the Part Two Share shall be equal to
      three (3) times the Executive's base salary at the time of his or her
      termination of employment.  For purposes of clause (b) of this
      subparagraph, employment with an Affiliated Employer other than First
      Financial Bancorp (or the successor or predecessor of that Affiliated
      Employer) during any period during which that employer is not a subsidiary
      or affiliate of First Financial Bancorp shall be
    disregarded.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              For
      purposes of this Agreement, an Executive's base salary shall be his or her
      base annual rate of compensation not including fringe benefits, bonuses,
      incentive compensation, severance pay, contributions to or benefits paid
      under qualified or nonqualified retirement or deferred compensation plans,
      stock options, expense reimbursements, or other forms of special
      compensation.  Notwithstanding the prior sentence, the
      Executive's base salary shall include any pre-tax elective deferral
      contributions made at the Executive's election under a cash or deferred
      arrangement that is qualified under section 401(k) of the Internal Revenue
      Code of 1986, as amended (“Code”), and any elective contributions made by
      the Executive under a Code section 125 cafeteria plan or flexible spending
      arrangement.

            


    

    


    
      	
              VII.

            	
              OTHER
      DISPOSITION OF THE POLICY

            


    

    


    Subject
to the Executive's option to purchase an assignment of the Policy under Section
IX below, if this Agreement terminates for any reason (except due to the death
of the Executive if such death entitles the Executive's Beneficiary to a Part
Two Share under Section VI hereof), the Bank may surrender or cancel the Policy
for its cash surrender value and retain all such value, or the Bank may change
the beneficiary designation provisions of the Policy, naming itself or any other
person or entity as beneficiary thereof, or exercise any other ownership rights
in and to the Policy, without regard to the provisions of this
Agreement.  Thereafter, neither the Executive nor any person claiming
for or through him or her shall have any further interest in and to the Policy,
either under the terms thereof or this Agreement.

    


    
      	
              VIII.

            	
              PREMIUM
      WAIVER

            


    

    


    If the
Policy contains a premium waiver provision and such waiver becomes operative,
such waived premium amounts shall be considered for all purposes of this
Agreement as having been paid by the Bank.

    


    
      	
              IX.

            	
              TERMINATION
      OF AGREEMENT

            


    

    


    This
Agreement shall terminate upon the final payment of death benefits as provided
under Section VI hereof.  This Agreement also shall terminate upon the
happening of any one of the following:

    


    
      	
               
      

            	
              A.

            	
              The
      Executive leaves the employ of the Bank and all Affiliated Employers
      (voluntarily or involuntarily) for a reason other than his or her death
      and prior to having met all of the requirements in Section VI(B)(ii)
      above.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Executive (whether or not the Executive satisfied the requirements of
      Section VI(B)(ii) above) is discharged from employment with the Bank or an
      Affiliated Employer for cause.  Solely for purposes of this
      Agreement, "cause" shall mean gross negligence or gross neglect or the
      commission of a felony or gross misdemeanor involving moral turpitude,
      fraud, dishonesty, or willful violation of any law that results in any
      adverse effect on the Bank or an Affiliated
  Employer.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              C.

            	
              The
      Executive notifies the Bank in writing that he or she irrevocably elects
      to terminate this Agreement and relinquish all of his or her rights
      thereunder.

            


    

    


    If the
Executive's employment is terminated for cause or if the Executive elects to
terminate this Agreement, this Agreement shall terminate as of the earlier of
the date of termination of employment or the date that the termination election
is received by the Bank, respectively, and neither the Executive nor any person
claiming for or through him shall have any further rights under this Agreement
or under the Policy.  If the Executive's employment terminates for any
reason except cause or the Executive's death, and if the Executive has not met
all of the requirements in Section VI(B)(ii) above, the Bank shall notify the
Executive through certified mail as soon as administratively practicable that he
or she has an assignable option to receive from the Bank an absolute assignment
of the Policy in consideration of a cash payment to the Bank, equal to the
greater of:

    


    
      	
               
      

            	
              A.

            	
              The
      cash value of the Policy as of the date of such assignment,
    or

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      amount of the premiums paid by the Bank prior to the date of such
      assignment plus interest thereon at the annual rate of six percent
      (6%).

            


    

    


    The
amounts in items A and B above shall be reduced by any outstanding loans or
withdrawals from the Policy made by the Bank.

    


    If the
Executive does not provide written notice to the Bank that he or she elects to
exercise this option within 14 calendar days after the date the Bank sends
notice of such option, this Agreement and all of the Executive's rights,
interest, and claims hereunder and in the Policy shall terminate and be
irrevocably forfeited as of the end of such 14 day period.

    


    If the
Executive provides timely written notice of the exercise of such option, he or
she shall have 30 calendar days from the date the Bank sent the notification to
him or her of such option to make the required cash payment to the Bank or to
notify the Bank in writing that he or she irrevocably elects to have such
payment deducted from any amounts then owed to him or her by the
Bank.  If the Executive timely pays for such assignment, this
Agreement shall terminate as of the effective date of the assignment of the
Policy.  If the Executive does not timely pay, this Agreement and all
of the Executive's rights, interest, and claims hereunder and in the Policy
shall terminate and be irrevocably forfeited as of the end of such 30 day
period.

    


    
      	
              X.

            	
              ASSIGNMENT

            


    

    


    Notwithstanding
any provision hereof to the contrary, the Executive may at any time during the
term of this Agreement, with the Bank's written consent, absolutely and
irrevocably assign by gift all of his or her right, title, and interest in and
to this Agreement and the Policy to an assignee.  This right shall be
exercisable by the execution and delivery to the Bank of a written assignment,
on a form prepared or approved by the Bank.  Upon the Bank's consent
to such written assignment executed by the Executive and duly accepted by the
assignee thereof, the Bank shall indicate its consent thereto in writing and
shall thereafter treat the Executive's assignee as the sole owner of all of the
Executive's right, title, and interest in and to this Agreement and in and to
the Policy.  Thereafter, the Employee shall have no right, title, or
interest in and to this Agreement or the Policy.  Notwithstanding the
foregoing, the provisions of Section VI(B)(i) and (ii) shall be applied by
determining the employment status and/or pension eligibility of the Executive
(the assignor), not the assignee.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    The Bank
may pledge or assign the Policy, subject to the terms and conditions of this
Agreement, for the sole purpose of securing a loan from the Insurer or from a
third party.  The amount of such loan together with accumulated
interest thereon shall not exceed the amount of premiums paid by the Bank on the
Policy.

    


    
      	
              XI.

            	
              AGREEMENT
      BINDING

            


    

    


    This
Agreement shall be binding upon and inure to the benefit of the Bank and its
successors and assigns, and the Executive and his or her heirs, successors,
personal representatives, executors, administrators, assigns, and
beneficiaries.

    


    
      	
              XII.

            	
              NAMED
      FIDUCIARY AND PLAN ADMINISTRATOR

            


    

    


    The Bank
is hereby designated the "Named Fiduciary" under this Agreement.  As
Named Fiduciary, the Bank shall be responsible for the management, control, and
administration of the split dollar life insurance plan established
herein.  The Named Fiduciary may allocate to others certain aspects of
the management and operational responsibilities of the split dollar life
insurance plan established herein, including the employment of advisors and the
delegation of any ministerial duties to qualified individuals.

    


    
      	
              XIII.

            	
              CLAIMS
      PROCEDURE

            


    

    


    The Named
Fiduciary hereby establishes a claims procedure, attached as Exhibit A hereto
and incorporated herein as if fully rewritten, which is consistent with the
requirements of section 503 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the Executive or any Beneficiary claiming any
benefit under this Agreement must exhaust such claims procedure before
commencing action in any judicial or administrative forum.

    


    
      	
              XIV.

            	
              GOVERNING
      LAW

            


    

    


    The laws
(other than laws governing conflicts of laws) of the State of Ohio shall govern
this Agreement.

    


    
      	
              XV.

            	
              AMENDMENT
      OF AGREEMENT

            


    

    


    This
Agreement may be altered, amended, or modified only by a written agreement
signed by the Bank and the Executive.  It shall be the obligation of
the Bank to notify the Insurer of any amendments or changes to this
Agreement.  Notwithstanding the foregoing, (i) if the Insurer is
replaced with another insurer, the Bank may, subject to applicable law, amend
the Agreement without the consent of the Executive so long as the Part Two Share
is not reduced and (ii) the Bank may amend the Agreement without the consent of
the Executive to take effect retroactively or otherwise, as deemed necessary or
advisable for the purpose of conforming the Agreement to any present or future
law relating to agreements of this or similar nature (including, but not limited
to, Code section 409A), and to the administrative regulations and rulings
promulgated thereunder.

    


    
      	
              XVI.

            	
              INTERPRETATION
      OF AGREEMENT

            


    

    


    The Bank,
as the Named Fiduciary, shall have sole discretion to interpret each and all
provisions of this Agreement and to determine the eligibility of any person for
benefits under this Agreement.  All such determinations of the Bank
shall be binding on all persons concerned.  Where appropriate in this
Agreement, words used in the singular shall include the plural and words used in
the masculine shall include the feminine and vice versa.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              XVII.

            	
              INSURER
      NOT A PARTY TO THIS AGREEMENT

            


    

    


    The
Insurer shall not be deemed a party to this Agreement.  The Insurer
shall be fully discharged from its obligations under the Policy by payment of
the Policy death benefit to the beneficiary or beneficiaries named in the
Policy, subject to the terms and conditions of the Policy.  No
provision of this Agreement or any amendment or modification thereto shall in
any way be construed as enlarging, changing, varying, or in any other way
affecting the obligations of the Insurer except insofar as the provisions hereof
are made a part of the Policy by the beneficiary designation executed by the
Bank and filed with the Insurer in connection herewith.

     

    
      Executed
this _______ day of ____________________, _____.

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	
                              First
      Financial Bank, N.A.

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Witness:

                            	 	 	
                              By:

                            	 
	 
      	 
      	 
      	
                              Name:

                            	
                              J.
      Franklin Hall

                            
	 
      	 
      	 
      	
                              Title:

                            	
                              Senior
      Vice President and Chief 

                              Financial
      Officer

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              «executive»

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Witness:

                            	 
      	 
      	
                              Signed:

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      ENDORSEMENT
METHOD SPLIT DOLLAR AGREEMENT

    

    
      SCHEDULE
A

    

     

    
      	
              Insurer:

            	
              Sun Life Assurance Company of
      Canada (US)

            


    

     

    
      	
              Policy
      Number:

            	
              On
  File

            


    

    


    
      	
              Bank:

            	
              First Financial Bank,
      N.A.  (Owner of
      Policy)

            


    

    
      	
               
      

            	
              300
      High Street

            


    

    
      	
               
      

            	
              Hamilton,
      OH  45011

            


    

     

    
      	
              Executive:

            	
              «executive»

            


    

     

    
      Relationship
of

    

    
      	
              Bank
      to Executive:

            	
              Employer

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      ENDORSEMENT
METHOD SPLIT DOLLAR AGREEMENT

    

    
      BENEFICIARY
DESIGNATION FORM

    

    


    Instructions:  The
Executive (hereafter, "you") should complete this form in order to direct the
Bank to designate your beneficiaries for purposes of the Endorsement Method
Split Dollar Agreement (the "Agreement").  If you designate more than
one primary beneficiary, please indicate below what percent of the policy
proceeds you want each surviving primary beneficiary to receive.  If
you designate more than one contingent beneficiary, please indicate what percent
of the policy proceeds you want each surviving contingent beneficiary to receive
if no primary beneficiary survives you.  If you designate more than
one beneficiary but you do not indicate what percent each one should receive,
the proceeds will be divided equally among each surviving primary beneficiary
(or equally among each surviving contingent beneficiary if no primary
beneficiary survives you).  Any percentages that you designate for
primary beneficiaries will be increased proportionately for surviving primary
beneficiaries if some primary beneficiaries die before you die and you do not
file a new form.  The same rule will apply to contingent beneficiaries
if no primary beneficiaries survive you.   When you die, the
proceeds will be distributed to the primary beneficiaries you designated who
survive you.  If no primary beneficiary survives you, the proceeds
will be distributed to the contingent beneficiaries you designated who survive
you.  If no designated primary or contingent beneficiary survives you,
the proceeds will be distributed according to the applicable terms of the
Agreement.

    


    
      Primary
Beneficiary:

    

    
      
        	
                Name: 

              	
                Relationship 

              	
                Percentage 

              
	
                ________________________________

              	
                ________________________

              	
                __________

              


      

    

    
      	
              ________________________________

            	
              ________________________

            	
              __________

            


    

    
      	
              ________________________________

            	
              ________________________

            	
              __________

            


    

    
      	
              ________________________________

            	
              ________________________

            	
              __________

            


    

     

    Contingent
Beneficiary:

    
      
        	
                Name 

              	
                Relationship 

              	
                Percentage 

              
	
                ________________________________

              	
                _________________________

              	
                __________

              


      

    

    
      
        	
                ________________________________

              	
                _________________________

              	
                __________

              


      

    

    
      	
              ________________________________

            	
              _________________________

            	
              __________

            


    

    
      	
              ________________________________

            	
              _________________________

            	
              __________

            


    

     

    I direct
the Bank to designate the person(s) or entity named above to be my
beneficiary(ies) for purposes of the Agreement.  I hereby revoke all
prior directions regarding designations of primary and contingent beneficiaries
for purposes of the Agreement.  I understand that this form applies
only if I properly complete it and file it with the Bank before my
death.  I reserve the right to revoke or change my beneficiary
designation directions by filing a new properly completed form with the Bank
before my death, which revocation or change shall be forwarded to the proper
parties or entities, subject to the terms of the Agreement.

    


    Name of
Executive:  «executive»

     

    
      
        	
                ____________________________________________

              	 
      	
                ____________________________

              
	
                Signature
      of Executive

              	 
      	
                Date

              


      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A TO ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT

    


    Benefit
Claims.

     

    [1]           Normally,
the Executive need not present a formal claim for plan benefits in order to
qualify for rights or benefits under this Agreement  (the
“Plan”).  If, however, any person is not granted the rights or
benefits to which the person believes himself or herself to be entitled, a
formal claim for benefits must be filed in accordance with this
section.  A claim by any person must be presented to the claims
official appointed by the Plan Committee — the members of the Plan Committee are
selected by the Bank from time to time and serve at the pleasure of the Bank —
in writing (or, if none is appointed, to the Plan Committee) within the maximum
time permitted by law or under regulations promulgated by the Secretary of Labor
or his or her delegate pertaining to claims procedures.  The claims
official will, within a reasonable time, and not later than the maximum period
of time specified by law or under regulation, consider the claim and will issue
his or her determination thereon in writing.  If the claim is granted,
the appropriate distribution or payment will be made.  Before deciding
the claim, the claims official will review the provisions of the Plan and other
relevant Plan documents, including similar claims, to ensure and verify that the
claim is made in accordance with those documents and that the decision is
applied consistently with regard to similarly situated claimants.

     

    [2]           If
the claim is wholly or partially denied, the claims official will, within a
reasonable period of time, and normally within 90 days of the receipt of such
claim, or if the claim is a claim on account of Disability (as defined under the
First Financial Bancorp Employees’ Pension Plan and Trust), within 45 days of
the receipt of such claim, provide the claimant with written notice of the
denial setting forth in a manner calculated to be understood by the
claimant:

     

    
      	
               
      

            	
              [a]

            	
              The
      specific reason or reasons for the
denial;

            


    

     

    [b]           Specific
references to pertinent Plan provisions on which the denial is
based;

     

    [c]           A
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why the material or information is
necessary;

     

    [d]           An
explanation of the Plan’s claim review procedure and the time limits applicable
to such procedures; and a statement of the claimant’s right to bring a civil
action under ERISA section 502(a) following an adverse determination upon
review; and

     

    [e]           In
the case of an adverse determination of a claim on account of Disability, the
information to the claimant shall include, to the extent necessary, the
information set forth in Employee Benefits Security Administration Regulation
2560.503-1(g)(1)(V).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If
special circumstances require the extension of the 45-day or 90-day period
described above, the claimant will be notified before the end of the initial
period of the circumstances requiring the extension and the date by which the
review official expects to reach a decision.  Any extension for
deciding a claim will not be for more than an additional 90-day period, or if
the claim is a claim on account of Disability, for not more than two additional
30-day periods.

     

    [3]           Each
claimant may appeal in writing the claims official’s denial of a claim to a
review official designated by the Plan Committee for a full and fair
review.  The claimant or his or her duly authorized representative
may:

     

    [a]           Request
a review by filing a written application with the review official;

     

    [b]           Review
and receive copies of pertinent documents; and

     

    [c]           Submit
issues and comments in writing.

     

    [4]           The
Plan Committee may establish time limits within which a claimant may request
review of a denied claim which are reasonable in relation to the nature of the
benefit which is the subject of the claim and other attendant circumstances but
which will not be less than 60 days (180 days in the case of a denial of a claim
on account of Disability) after receipt by the claimant of written notice of the
denial of his or her claim.

     

    [5]           The
decision by the review official upon review of a claim will be made normally not
later than 60 days (45 days in the case of a claim on account of Disability)
after his or her receipt of the request for review, unless special circumstances
require an extension of time for processing, in which case a decision will be
rendered as soon as possible, but not later than 120 days (90 days in the case
of a claim on account of Disability) after receipt of the request for
review.  This notice to the claimant will indicate the special
circumstances requiring the extension and the date by which the review official
expects to render a decision and will be provided to the claimant prior to the
expiration of the initial 45-day or 60-day period.

     

    [6]           The
decision on review will be in writing and will include specific reasons for the
decision written in a manner calculated to be understood by the claimant, with
specific references to the pertinent Plan provisions on which the decision is
based.  The review official will consider all information submitted by
the claimant, regardless of whether the information was part of the original
claim.  The decision will also include a statement of the claimant’s
right to bring an action under ERISA section 502(a).

     

    In the
case of a claim on account of Disability:  (a) the review of the
denied claim shall be conducted by a named fiduciary who is neither the
individual who made the benefit determination nor a subordinate of such person;
and (b) no deference shall be given to the initial benefit
determination.  For issues involving medical judgment, the named
fiduciary must consult with an independent health care professional who may not
be the health care professional who decided the initial claim.

     

    [7]           To
the extent permitted by law, the decision of the claims official (if no review
is properly requested) or the decision of the review official on review, as the
case may be, will be final and binding on all parties.  No legal
action for benefits under the Plan will be brought unless and until the claimant
has exhausted his or her remedies under this section.