Exhibit
10.9

    


    FIRST
FINANCIAL BANCORP

    DEFERRED
COMPENSATION PLAN

    


    As
amended and restated effective as of January 1, 2009

    


    SECTION
1

    NAME
AND PURPOSE OF PLAN

    


    1.1         Name.  The
plan set forth herein will be known as the First Financial Bancorp Deferred
Compensation Plan (the "Plan").

    


    1.2         Purpose.  The
purpose of the Plan is to provide deferred compensation for eligible employees
of First Financial Bancorp.  The Plan is intended to be an unfunded
deferred compensation plan for a select group of management and highly
compensated employees for federal income tax purposes and within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended, and
will be construed as such. It is also intended that the Plan comply with the
requirements of Section 409A of the Code and the Treasury regulations issued
thereunder.

    


    SECTION
2

    GENERAL
DEFINITIONS; GENDER AND NUMBER

    


    2.1         General
Definitions.  For purposes of the Plan, the following terms
will have the meanings hereinafter set forth unless the context otherwise
requires:

    


    2.1.1           "Administrator"
means the committee appointed pursuant to Section 6 of this Plan.

    


    2.1.2           "Beneficiary"
means the person or entity designated by a Participant, on forms furnished and
in the manner prescribed by the Administrator, to receive any benefit payable
under the Plan after the Participant's death.  If a Participant does
not designate a beneficiary or if, for any reason, such designation is not
effective, his or her "Beneficiary" will be his or her surviving spouse or, if
none, his or her estate.

    


    2.1.3           "Code"
means the Internal Revenue Code of 1986 as it now exists or is hereafter
amended.

    


    2.1.4           "Employee"
means any person who is an employee of the Employer.

    


    2.1.5           "Employer"
means First Financial Bancorp.

    


    2.1.6           "Participant"
means, with respect to any Plan Year, an Employee who is a member of a select
group of highly compensated or management Employees and is designated by a
committee of the Board of Directors of the Employer as eligible to participate
in this Plan.  The initial group of Participants as of the Plan's
effective date will include each Executive Officer of First Financial
Bancorp.

    


    2.1.7           "Plan
Year" means the twelve consecutive month period beginning on January 1 and
ending on the following December 31.  However, the first Plan Year
will be the period beginning with the initial effective date of the Plan and
ending on December 31 of the year containing such initial effective
date.


    
      
         


      

      
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    2.2         Gender and
Number.  For purposes of the Plan, words used in any gender
will include all other genders, words used in the singular form will include the
plural form, and words used in the plural form will include the singular form,
as the context may require.

    


    SECTION
3

    DEFERRALS

    


    3.1         Elective Deferral of
Salary.  Subject to such rules as the Administrator may
prescribe, a Participant may elect to defer up to 50% of his or her base salary
for any Plan Year and 100% of his or her bonus or incentive pay for any Plan
Year by completing a deferral form and filing such form with the Administrator
prior to the first day of such Plan Year (or such earlier date as may be
prescribed by the Administrator).  For purposes of the Plan, "base
salary" means the salary payable to a Participant by the Employer, excluding any
bonus or incentive compensation and excluding any part of a Participant's salary
which is not includable in his or her gross income because it was contributed to
a cafeteria plan, a flexible spending account, or a 401(k) plan (pursuant to
sections 125 or 402(e)(3) of the Code) or pursuant to Section 3.5 of this
Plan.

    


    3.2         Changes in Elective Deferral
Elections.  Subject to such rules as the Administrator may
prescribe, a Participant who has elected to defer a portion of his or her base
salary and/or bonus or incentive pay may change the amount of his or her
deferral from one amount to another, or cease making deferrals, effective as of
the first day of any Plan Year (but only with respect to amounts payable for
services performed on or after the first day of that Plan Year), by completing
and signing a new deferral form and filing such form with the Administrator
prior to the first day of such Plan Year (or such earlier date as may be
prescribed by the Administrator).

    


    3.3         First Plan
Year.  Notwithstanding the foregoing, in the year in which the
Plan is first implemented, the Participant may make an election to defer amounts
payable for services to be performed subsequent to the election within 30 days
after the date the Plan is first effective for eligible
Participants.

    


    3.4         New Eligible
Participants.  Also notwithstanding the foregoing, if an
Employee first becomes a Participant who is eligible under this Plan after the
date the Plan is first effective, he or she may elect to defer a portion of his
or her salary for the remainder of the Plan Year after the date on which he or
she becomes an eligible Participant by completing and signing a deferral form
provided by the Administrator and filing such form with the Administrator within
30 days of the date on which he or she first becomes an eligible
Participant.  Any election under the preceding sentence will be
effective as of the first payroll period beginning after the date the election
is filed.

    


    3.5         Mandatory
Deferrals.  Notwithstanding any other provision of the Plan,
for any year in which a Participant is a "covered employee" as defined in Code
section 162(m)(3), regarding limits on deductions for compensation to officers
of publicly held corporations, the following mandatory deferral provisions will
apply.

    


    3.5.1           Prior
to the end of the year, the Administrator will determine if the Participant's
"applicable employee remuneration" from the Employer for the year, as defined in
Code section 162(m)(4), will exceed the limit on deductions applicable to the
Employer for that year pursuant to Code section 162(m)(1).  Any amount
by which such applicable employee remuneration will exceed such limit is
referred to herein as an "excess amount."


    
      
         


      

      
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    3.5.2           Any
excess amount for a year will be credited to the Participant's Account as a
mandatory deferral under this Plan for that year in lieu of being currently paid
to the Participant.  The Administrator will have discretion to
establish procedures for crediting such mandatory deferrals to an Account,
including, without limitation, determining whether such deferrals are made from
the Participant's regular salary, bonus, or incentive payments, or other
compensation payable by the Employer.  The Administrator also will
have discretion to determine the dates as of which such mandatory deferrals are
credited to the Account for a year, provided that they will be credited not
later than the dates they otherwise would have been paid to the
Participant.

    


    SECTION
4

    MAINTENANCE
AND VALUATION OF ACCOUNTS

    


    4.1         Deferral
Account.  Each Participant's Account will consist of the
subaccount created and maintained under Section 4.1.1 for elective deferrals, if
any, and the subaccount created and maintained under Section 4.1.2 for mandatory
deferrals, if any.

    


    4.1.1           There
will be established for each Participant who has elected to defer a portion of
his or her salary under Section 3.1 a separate subaccount which will reflect the
amounts credited to this Plan on behalf of the Participant as elective deferrals
and the assumed investment of those amounts.  Subject to such rules as
the Administrator may prescribe, any amount deferred by a Participant from his
or her salary under Section 3.1 will be credited to the Participant's elective
deferral subaccount as of the day on which such deferred amount would have
otherwise been paid to the Participant and will be assumed to have been invested
on that date in the assumed investments requested by the Participant according
to Section 4.2.

    


    4.1.2           There
will be established for each Participant for whom mandatory deferrals are made
under Section 3.5 a separate subaccount which will reflect the amounts credited
to this Plan on behalf of the Participant as mandatory deferrals and the assumed
investment of those amounts.  Subject to such rules as the
Administrator may prescribe, any amount deferred by a Participant as a mandatory
deferral under Section 3.5 will be credited to the Participant's mandatory
deferral subaccount as of the day on which such deferred amount would have
otherwise been paid to the Participant and will be assumed to have been invested
on that date in the assumed investments requested by the Participant according
to Section 4.2.

    


    4.2         Assumed
Investments.  The Employer will designate in writing from time
to time a limited number of "assumed investments" for purposes of the Plan and
notify the Participants of such assumed investment options.  The
credits to each Participant's Account made in accordance with Section 4.1 will
be assumed to have been invested among those assumed investments, as requested
in writing by the Participant.  Each Account will be adjusted as
provided in Section 4.3 to reflect the investment returns or losses attributable
to such assumed investments.  A Participant may request a change in
the assumed investments of his or her Account to other available assumed
investments effective as of the first day of each month, upon written notice to
the Employer prior to such date (or such earlier date as may be established by
the Administrator).  Some or all of the assumed investments may be
changed by the Employer to other assumed investments, effective upon written
notice from the Employer to all Participants.  No securities of any
type issued by the Employer or an affiliate of the Employer may be included
among the assumed investments.

     

    
      
         


      

      
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    4.3         Valuation.  As
of the end of each calendar year and such other dates as the Administrator may
provide, each Participant or, in the event of his or her death, his or her
Beneficiary, will be furnished a statement showing:  (i) the balance
of the Participant's Account, (ii) the total credits to such Account during the
preceding year from his or her salary, (iii) any assumed investment return or
loss, and (iv) if amounts credited to his or her Account are assumed to have
been invested in securities, a description of such securities including the
number of shares assumed to have been purchased by the amounts credited to his
or her Account.

    


    4.4         Vesting.  The
credits to each Participant's Account from his or her salary pursuant to Section
3.1 and the assumed earnings thereon will be 100% vested at all
times.

    


    SECTION
5

    DISTRIBUTION

    


    5.1         General.  Except
as otherwise provided in this Section 5, no amount will be paid with respect to
a Participant's Account while he or she remains an Employee.

    


    5.2         Termination of
Employment.  Subject to Section 5.7 below, payments of the
vested portion then credited to a Participant's Account will be made in cash to
him or her in one lump sum, or in monthly, quarterly, or annual installment
payments over not more than ten years, commencing on the first day of the third
month following the month in which he or she ceases to be an Employee, as timely
elected by the Participant according to Section 5.2.2.

    


    5.2.1           The
amount of each installment payable under this Section 5.2 will be a fraction of
the vested portion of the amounts credited to the Participant's Account as of
the installment payment date, the numerator of which is 1 and the denominator of
which is equal to the total number of installments remaining to be paid
(including the installment to be paid on the subject installment payment
date).  If the amount of any installment is less than $1,000, it will
be increased to $1,000; provided that if the remaining amount of the vested
portion credited to the Account on any installment date is less than $1,000, the
payment will be the amount necessary to reduce the amount of the vested portion
credited to the Account to $0.

    


    5.2.2           Any
election of a payment option under this Section 5.2 must be made in writing when
the Participant is first eligible to participate in this Plan and before any
amount is credited to his or her Account.  If a Participant does not
properly elect a payment option, he or she will be deemed to have elected to
receive his or her benefits in one lump sum payment.  A Participant
may change his or her election under this Section 5.2 only by filing a written
amended election with the Administrator at least one year before the amount to
which the change relates becomes payable to him or her, and, with respect to a
payment other than on account of the Participant’s death, payments under the new
election may commence no sooner than five years from the date on which payment
was scheduled to commence under the previous election.  Any such
elections will apply to all amounts in the Account unless the Participant makes
separate elections for the portions of his or her Account attributable to
elective deferrals under Section 3.1 and mandatory deferrals under Section
3.5.

    


    5.3         Death.  If
a Participant ceases to be an Employee by reason of his or her death, or if a
Participant dies after ceasing to be an Employee but before all of the amounts
credited to his or her Account have been paid, the Employer will pay the
Participant's Beneficiary the amounts credited to the Participant's Account in
one lump sum within 90 days of the Participant’s death; provided, however, that
if the Participant has elected to have any part of his or her Account
distributed in installments and if he or she dies after distribution has
commenced, any installments remaining unpaid as of the Participant's death will
be paid to the Beneficiary in one lump sum within 90 days of the Participant's
death.


    
      
         


      

      
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    5.4         Disability.  Subject
to Section 5.7 below, payments of a Participant's Account will be made to him or
her in the event of his or her disability if he or she terminates employment
with the Employer due to his or her disability, in the form and commencing at
the time specified in Section 5.2.

    


    5.5         Distributions for Payment of
Taxes.  Notwithstanding any other provision of this Plan, if
the Administrator or the Internal Revenue Service reasonably determines that a
Participant is currently subject to income or other tax on any amount in his or
her Account, the Employer will promptly pay to the Participant from his or her
Plan Account in one lump sum that portion of the vested portion of the balance
then in his or her Account that is necessary for the payment of federal, state,
and local taxes (including taxes due to the distribution) that results from such
determination, and the balance in the Participant's Account will immediately be
reduced by the amount of such distribution.  No such distribution will
exceed the vested portion of the balance in the Participant's Account
immediately prior to the distribution.

    


    5.6         Distribution of Mandatory
Deferrals.  Notwithstanding any other provision of this Plan,
amounts credited to a Participant's Account as mandatory deferrals and deemed
earnings thereon will be distributed at the end of the second Plan Year
beginning after the Plan Year for which the mandatory deferrals were credited to
the Account.   However, if such payments would exceed the
“applicable employee remuneration” for the year, as defined in Code section
162(m)(4), the payments will be delayed until the earlier of  (i) the
Participant's termination of employment with the Employer, or (ii) the end of
the first Plan Year for which the distribution of such mandatory deferrals and
earnings will not cause the Participant's “applicable employee remuneration” for
the year, as defined in Code section 162(m)(4), to exceed the limit on
deductions applicable to the Employer for that year pursuant to Code section
162(m)(1).  Provided, however, no such distribution prior to
termination of employment will be made to the extent it would cause the section
162(m)(1) limit to be exceeded.  Subject to Section 5.7 below,
distributions made under this Section 5.6 due to the Participant’s termination
of employment will be paid no later than the 15th day of
the third month following such termination from employment.

    


    5.7         Six-Month Delay of
Payment.  A Participant’s account otherwise payable under
Sections 5.2, 5.4, or due to termination of employment under Section 5.6 above
shall not be paid prior to the earlier of: (i) the expiration of the six-month
period commencing on the Participant’s date of termination or (ii) the
Participant’s death.

    


    SECTION
6

    ADMINISTRATION
OF THE PLAN

    


    6.1         General.  The
general administration of the Plan and the responsibility for carrying out its
provisions will be placed in a committee of one or more members (the
"Administrator"), who will be appointed from time to time by and serve at the
pleasure of the Employer.  Any person who is appointed a member of the
Administrator will signify his or her acceptance by filing a written acceptance
with the Employer or by performing his or her duties as a member of the
Administrator.  The initial members of the Administrator are Terri
Ziepfel, Janie McCauley, and Gina Brackett.  Any member of the
Administrator may resign by delivering his or her written resignation to the
Employer and such resignation will become effective upon the date specified
therein or the date of receipt, whichever is later.  A member of the
Administrator who is an employee of the Employer will automatically cease to be
such a member upon the termination of such employment.  No member of
the Administrator who is a Participant will act on any matter involving his or
her own account or interest under the Plan.


    
      
         


      

      
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    6.2         Expenses.  Expenses
of administering the Plan will be borne by the Employer.

    


    6.3         Compensation of
Administrator.  The members of the Administrator will not
receive compensation for their services as such, and, except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.

    


    6.4         Rules of
Plan.  Subject to the limitations of the Plan, the
Administrator may, from time to time, establish rules for the administration of
the Plan and the transaction of its business.  The Administrator may
correct errors, however arising, and, as far as possible, adjust any benefit
payments accordingly.  The determination of the Administrator as to
the interpretation of the provisions of the Plan or any disputed question will
be conclusive upon all interested parties.  The Administrator will
establish a claims procedure for the Plan that is consistent with the
requirements of section 503 of the Employee Retirement Income Security Act of
1974 and the regulations thereunder.  Participants must exhaust all
claims and appeals procedures available to them under that claims procedure
before commencing action relating to this Plan in any court or before any
administrative agency.

    


    6.5         Agents and
Employees.  The Administrator may authorize one or more agents
to execute or deliver any instrument.  The Administrator may appoint
or employ such agents, counsel, auditors, physicians, clerical help, and
actuaries as in the Administrator's judgment may seem reasonable or necessary
for the proper administration of the Plan.

    


    6.6         Indemnification.  The
Employer will indemnify each member of the Administrator for all expenses and
liabilities (including but not limited to attorney's fees) arising out of the
administration of the Plan, other than any expenses or liabilities resulting
from the Administrator's own gross negligence or willful
misconduct.  The foregoing right of indemnification will be in
addition to any other rights to which the members of the Administrator may be
entitled as a matter of law.

    


    SECTION
7

    FUNDING
OBLIGATION

    


    This Plan
constitutes a promise by the Employer to make benefit payments in the future
according to the terms of the Plan.  The Employer will have no
obligation to fund, either by the purchase or the investment in any account or
by any other means, its obligation to Participants hereunder and will have no
obligation to actually purchase any investment to reflect the assumed investment
of any Participant's Account.  If, however, the Employer does elect to
allocate assets to provide for any such obligation, the assets allocated for
such purpose will be assets of the Employer subject to claims against the
Employer, including claims of the Employer's creditors, to the same extent as
are other corporate assets, and the Participants will have no right or claim
against the assets so allocated, other than as general unsecured creditors of
the Employer.

    


    SECTION
8

    AMENDMENT
AND TERMINATION

    


    The
Employer may, without the consent of any Participant or Beneficiary, amend or
terminate the Plan at any time and in any manner (including, without limitation,
the payment of amounts due to the Plan's termination at times earlier than
otherwise provided herein); provided that no amendment will be made or act of
termination taken which divests any Participant of the right to receive payment
under the Plan with respect to amounts credited to the Participant's Account
immediately prior to the effective date of the amendment or
termination.  This Plan is
binding upon the heirs, executors, administrators, successors, and assigns of
the parties hereto, including the Employer and each Participant and Beneficiary,
present and future.  If the Employer merges or consolidates with any
other entity, the continuing entity resulting from that merger or consolidation
will be obligated to perform the duties and obligations of the Employer as set
forth in this Plan.  The Employer
further agrees that if it will dissolve, liquidate, or sell substantially all of
the assets of the business of the Employer, it will arrange to have the terms
and provisions of this Plan fulfilled prior to the distribution, disposal, or
sale of the assets of the Employer.


    
      
         


      

      
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    SECTION
9

    NON-ALIENATION
OF BENEFITS

    


    No
Participant or Beneficiary will have any right to alienate, commute, anticipate,
assign, pledge, encumber, transfer, or dispose of the right to receive the
payments required to be made by the Employer hereunder (except the right to
designate a Beneficiary or Beneficiaries as provided herein), which payments and
the right to receive them are expressly declared to be nonassignable and
nontransferable. In the event of any attempt to alienate, commute, anticipate,
assign, pledge, encumber, transfer, or dispose of the right to receive the
payments required to be made by the Employer hereunder, the Employer will have
no further obligation to make any payments otherwise required of it
hereunder.  The rights of a
Participant or Beneficiary under this Plan will not be subject to the rights of
creditors of the Participant or Beneficiary and will be exempt from execution,
attachment, assignment, or any judicial relief or order for the benefit of any
creditors or other third persons having claims against the Participant or
Beneficiary.

    


    SECTION
10

    MISCELLANEOUS

    


    10.1           Delegation.  Any
matter or thing to be done by the Employer will be done by its Board of
Directors, except that, from time to time, the Board by resolution may delegate
to any person or committee certain of its rights and duties
hereunder.  Any such delegation will be valid and binding on all
persons and the person or committee to whom or which authority is delegated will
have full power to act in all matters so delegated until the authority expires
by its terms or is revoked by the Board, as the case may be.

    


    10.2           No Contract of
Employment.  Nothing in this Plan will be construed as
conferring upon any Participant any right to continue, for any period of time,
in the employ of the Employer, or to create a contract of
employment.  The right of the Employer to discipline or discharge a
Participant will not be affected by reason of the existence of this Plan or any
of the provisions thereof.

    


    10.3           Facility of
Payment.  Any benefit payable to or for the benefit of a minor,
an incompetent person, or other person incapable of receipting therefore may be
paid to such person's guardian or to the party providing or reasonably appearing
to provide for the care of such person, and such payment will fully discharge
the Administrator and the Employer and all other parties with respect
thereto.

    


    10.4           Reliance on
Data.  The Employer, the Administrator, and all other persons
associated with the operation of the Plan may reasonably rely on the truth,
accuracy, and completeness of all data provided by a Participant and/or
Beneficiary, including, without limitation, data with respect to address, age,
health, marital status, elections, and designations filed in connection with the
Plan by any Participant or Beneficiary or the representatives of such persons,
without duty to inquire into the genuineness thereof.  Each
Participant and Beneficiary is responsible for advising the Administrator of any
change in such data.


    
      
         


      

      
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      10.5           Tax
Consequences.  The Employer does not represent or guarantee
that any particular federal or state income, estate, payroll, or other tax
consequences will occur because of a Participant's participation in this
Plan.  Each Participant or Beneficiary is solely responsible for
obtaining advice regarding his or her federal, state, or local income, estate,
payroll, or other tax responsibilities arising from participation in this
Plan.

       

    

    10.6           Withholding.  The
Employer will withhold from payments or benefits hereunder any taxes required to
be withheld from such payments or with respect to a Participant's Account under
local, state, or federal law.  The Employer may withhold necessary
amounts from a Participant's other compensation if amounts currently payable
under this Plan are not adequate for such withholding.

    


    10.7           QDROs.  To
the extent required by a court order which meets the requirements for a
qualified domestic relations order as defined in Code section 414(p), any
portion of a Participant's vested benefits may be paid to (or a portion of a
Participant's Account may be set aside for the benefit of) the Participant's
spouse, former spouse, or other alternate payee.  This provision will
be administered in accordance with Code Section 414(p) and guidance
thereunder.

    


    10.8           Applicable
Law.  The Plan will be governed by applicable federal law and,
to the extent not preempted by applicable federal law, the laws of the State of
Ohio.

    


    10.9           Separability of
Provisions.  If any provision of the Plan is held invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provision hereof, and the Plan will be construed and enforced as if such
provision had not been included.

    


    10.10         Headings.  Headings
used throughout the Plan are for convenience only and will not be given legal
significance.

     

    10.11         Counterparts.  The
Plan may be executed in any number of counterparts, each of which will be deemed
an original.  All counterparts will constitute one and the same
instrument, which will be sufficiently evidenced by any one
thereof.

     

    IN
WITNESS WHEREOF, First Financial Bancorp has caused its name to be subscribed to
this amendment and restatement of the Plan this 31st day of December, 2008, but
effective for all purposes as of January 1, 2009.

    


    
      
        
          
            
              
                	
                        FIRST FINANCIAL BANCORP

                      
	 
      	 
	
                        By:

                      	  
	 
      	 
	
                        Title:

                      	  


              

            

          

        

      

    

     

    
      
         


      

      
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