EXHIBIT
10.7

    


    FIRST
FINANCIAL BANCORP

    EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN

     

    First Financial Bancorp, an Ohio
corporation (the "Company") establishes this First Financial Bancorp Executive
Supplemental Retirement Plan (the "Plan") for the purpose of attracting and
retaining high quality executives by providing benefits in excess of one or more
of the limitations applicable to the Company's qualified pension plan under the
Internal Revenue Code.

     

    ARTICLE
I

    DEFINITIONS

     

    1.1           "Affiliate" means each
entity with whom the Company would be considered a single employer under
Sections 414(b) and 414(c) of the Code, provided that in applying Section
1563(a)(1), (2), and (3) for purposes of determining a controlled group of
corporations under Section 414(b) of the Code, the language "at least 50
percent" is used instead of "at least 80 percent" each place it appears in
Section 1563(a)(1), (2), and (3), and in applying Treasury Regulation Section
1.414(c)-2 for purposes of determining trades or businesses (whether or not
incorporated) that are under common control for purposes of Section 414(c), "at
least 50 percent" is used instead of "at least 80 percent" each place it appears
in that regulation.  Such term shall be interpreted in a manner
consistent with the definition of "service recipient" contained in Section 409A
of the Code.

     

    1.2           "Affiliated Group"
means (i) the Company and (ii) all Affiliates.

     

    1.3           "Beneficiary" means
the person(s) designated as such pursuant to Article VI of this
Plan.

     

    1.4           "Board" means the
Board of Directors of the Company.

     

    1.5           "Code" shall mean the
Internal Revenue Code of 1986, as amended.

     

    1.6           "Committee" shall mean
the Compensation Committee of the Board.

     

    1.7           "Company" means First
Financial Bancorp, an Ohio corporation, or its successor.

     

    1.8           "Eligible Executive"
means an employee of the Company or another member of the Affiliated Group who
(a) participates in the Pension Plan, and (b) is a member of a "select group of
management or highly compensated employees," within the meaning of Sections 201,
301 and 401 of ERISA.

     

    1.9           "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended.

     

    1.10         "Normal Retirement
Age" means the Participant's 65th birthday.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.11         "Participant" means
each Eligible Executive who has become a Participant in the Plan pursuant to
Article II.

     

    1.12         "Pension Plan" means
the First Financial Bancorp Employees' Pension Plan and Trust, as amended from
time to time.

     

    1.13         "Plan" means this
First Financial Bancorp Executive Supplemental Retirement Plan.

     

    1.14         "Separation from
Service" means a termination of employment or service with the Affiliated
Group for any reason, including death, in such a manner as to constitute a
"separation from service" as defined under Section 409A of the
Code.  Upon a sale or other disposition of the assets of the Company
or any member of the Affiliated Group to an unrelated purchaser, the Committee
reserves the right, to the extent permitted by Section 409A of the Code, to
determine whether Participants providing services to the purchaser after and in
connection with the purchase transaction have experienced a Separation from
Service.

     

    1.15         "Statutory Limits"
means the compensations and benefit accrual limits provided under Section
401(a)(17) and Section 415 of the Code, which are imposed on the benefits
accrued under the Pension Plan.

     

    ARTICLE
II

    PARTICIPATION

     

    An Eligible Executive shall become a
Participant in the Plan only upon designation as a Participant by the
Committee.  A Participant's active participation in the Plan shall be
suspended upon his employment status change as determined by the Committee or
Separation from Service.  Further, a Participant shall cease to be a
Participant upon his non-vested Separation from Service under the
Plan.  .

     

    ARTICLE
III

    SUPPLEMENTAL
BENEFITS

     

    3.1  Eligibility.  A Participant (or
Beneficiary) who is entitled to a vested benefit under the Pension Plan shall be
eligible for a supplemental benefit under this Article as hereinafter
provided..

     

    3.2  Amount of
Supplemental Benefit.  The benefit
payable under the Plan to a Participant (or Beneficiary) who is eligible
therefor shall be determined as follows:.

     

    (a)           the
vested Accrued Benefit the Participant would receive under the Pension Plan,
calculated without regard to the Statutory Limits.

     

    reduced
(but not below zero) by -

     

    
      	
               
      

            	
              (b)

            	
              the
      vested Accrued Benefit the Participant will receive under the Pension
      Plan,

            


    

     

    
      	
               
      

            	
              and,
      if applicable, further reduced (but not below zero) for
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    (c)           commencement
of the Plan benefit prior to Normal Retirement Age, to the same extent (if any)
that the Participant's benefit under the Pension Plan would have been reduced
for commencement prior to Normal Retirement Age if the Participant's Pension
Plan benefit had commenced as of the date of the Participant's Separation from
Service under the Plan.

     

    For
purposes of this Section 3.2, Accrued Benefit shall have the meaning provided in
the Pension Plan.  The Plan benefit shall be determined by an actuary
selected by the Company in its sole discretion, which actuary shall calculate
the Plan benefit in accordance with the actuarial assumptions provided under the
Pension Plan.  To the extent the Pension Plan is amended after January
1, 2010, such amendment to the Pension Plan may not modify any assumption or
benefit provision used in calculating the Participant's benefit under the Plan
to the extent such change in assumption or benefit provision would cause any
portion of the Participant's benefit provided under the Plan to become taxable
under Section 409A.

     

    3.3  Vesting.  The benefits
under this Article shall vest at the same time(s), in the same manner, and to
the same extent as the Participant's benefit under the Pension
Plan.  No supplemental benefit shall be payable to a Participant under
this Plan if the Participant is not eligible to receive a vested benefit under
the Pension Plan.

     

    3.4  Form of
Payment.  The Plan benefit
calculated in accordance with Section 3.2 shall be paid to the Participant in
the form of a single lump-sum payment.  No other form of payment may
be elected by the Participant under the Plan. 

     

    3.5  Time of
Commencement.  A Participant's
benefit under the Plan shall be paid as of the first business day of the seventh
month following the Participant's Separation from Service (or if earlier, the
first business day of the month following the Participant's death).

     

    3.6  Termination
for Cause.  In the event a
Participant is terminated for “Cause”, he/she shall have not rights, and shall
not be entitled to any benefits, under this Agreement.  For purposes
of this Agreement, “Cause” shall mean any one or more of the
following:

     

    (a)           any
act constituting (i) a felony under the federal laws of the United States, the
laws of any state, or any other applicable law, (ii) fraud, embezzlement,
misappropriation of assets, willful misfeasance, or dishonesty, or (iii) other
actions or criminal conduct which in any way materially and adversely affects
the reputation, goodwill, or business position of the Company;

    


    (b)           the
failure of the Participant to perform and observe all material obligations and
conditions to be performed and observed by the Participant under his employment
agreement, or to perform the duties in accordance, in all material respects,
with the policies, procedures, and directions established from time to time by
the Committee or the Board (any such failure, a “Performance Failure”), and to
correct such Performance Failure promptly following notice from the Board to do
so; or

    


    (c)           having
corrected (or the Company’s having waived the correction of ) a Performance
Failure, the occurrence of any subsequent Performance Failure (whether of the
same or different type or nature).


    
      
         


      

      
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    ARTICLE
IV

    SECTION 409A OF THE CODE;
TARP COMPENSATION STANDARDS

     

    4.1 Discretionary
Acceleration of Payments.  To the extent
permitted by Section 409A of the Code, the Committee may, in its sole
discretion, accelerate the time or schedule of a payment under the Plan as
provided in this Section.  The provisions of this Section are intended
to comply with the exception to accelerated payments under Treasury Regulation §
1.409A-3(j) and shall be interpreted and administered
accordingly.    

     

    (a)           Domestic Relations
Orders.  The Committee may, in its sole discretion, accelerate
the time or schedule of a payment under the Plan to an individual other than the
Participant as may be necessary to fulfill a domestic relations order (as
defined in Section 414(p)(1)(B) of the Code).

     

    (b)           Conflicts of
Interest.  The Committee may, in its sole discretion, provide
for the acceleration of the time or schedule of a payment under the Plan to the
extent necessary for any Federal officer or employee in the executive branch to
comply with an ethics agreement with the Federal
government.  Additionally, the Committee may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment under the Plan
to the extent reasonably necessary to avoid the violation of an applicable
Federal, state, local, or foreign ethics law or conflicts of interest law
(including where such payment is reasonably necessary to permit the Participant
to participate in activities in the normal course of his position in which the
Participant would otherwise not be able to participate under an applicable
rule).

     

    (c)           Employment
Taxes.  The Committee may, in its sole discretion, provide for
the acceleration of the time or schedule of a payment under the Plan to pay the
Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101,
3121(a), and 3121(v)(2) of the Code, or the Railroad Retirement Act (RRTA) tax
imposed under Sections 3201, 3211, 3231(e)(1), and 3231(e)(8) of the Code, where
applicable, on compensation deferred under the Plan (the FICA or RRTA
amount).  Additionally, the Committee may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment, to pay the
income tax at source on wages imposed under Section 3401 of the Code or the
corresponding withholding provisions of applicable state, local, or foreign tax
laws as a result of the payment of the FICA or RRTA amount, and to pay the
additional income tax at source on wages attributable to the pyramiding Section
3401 of the Code wages and taxes.  However, the total payment under
this acceleration provision must not exceed the aggregate of the FICA or RRTA
amount, and the income tax withholding related to such FICA or RRTA
amount.

     

    (d)           Limited
Cash-Outs.  The Committee may, in its sole discretion, require
a mandatory lump sum payment of amounts deferred under the Plan that do not
exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code,
provided that the payment results in the termination and liquidation of the
entirety of the Participant's interest under the Plan, including all agreements,
methods, programs, or other arrangements with respect to which deferrals of
compensation are treated as having been deferred under a single nonqualified
deferred compensation plan under Section 409A of the Code.


    
      
         


      

      
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    (e)           Payment Upon Income
Inclusion Under Section 409A.  The Committee may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment
under the Plan at any time the Plan fails to meet the requirements of Section
409A of the Code.  The payment may not exceed the amount required to
be included in income as a result of the failure to comply with the requirements
of Section 409A of the Code.

     

    (f)           Certain Payments to Avoid a
Nonallocation Year Under Section 409(p).  The Committee may, in
its sole discretion, provide for the acceleration of the time or schedule of a
payment under the Plan to prevent the occurrence of a nonallocation year (within
the meaning of Section 409(p)(3) of the Code) in the plan year of an employee
stock ownership plan next following the plan year in which such payment is made,
provided that the amount paid may not exceed 125 percent of the minimum amount
of payment necessary to avoid the occurrence of a nonallocation
year.

     

    (g)           Payment of State, Local, or
Foreign Taxes.  The Committee may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment under the Plan
to reflect payment of state, local, or foreign tax obligations arising from
participation in the Plan that apply to an amount deferred under the Plan before
the amount is paid or made available to the participant (the state, local, or
foreign tax amount).  Such payment may not exceed the amount of such
taxes due as a result of participation in the Plan.  The payment may
be made in the form of withholding pursuant to provisions of applicable state,
local, or foreign law or by payment directly to the
Participant.  Additionally, the Committee may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment under the Plan
to pay the income tax at source on wages imposed under Section 3401 of the Code
as a result of such payment and to pay the additional income tax at source on
wages imposed under Section 3401 of the Code attributable to such additional
wages and taxes.  However, the total payment under this acceleration
provision must not exceed the aggregate of the state, local, and foreign tax
amount, and the income tax withholding related to such state, local, and foreign
tax amount.

     

    (h)           Certain
Offsets.  The Committee may, in its sole discretion, provide
for the acceleration of the time or schedule of a payment under the Plan as
satisfaction of a debt of the Participant to the Company (or any entity which
would be considered to be a single employer with the Company under Section
414(b) or Section 414(c) of the Code), where such debt is incurred in the
ordinary course of the service relationship between the Company (or any entity
which would be considered to be a single employer with the Company under Section
414(b) or Section 414(c) of the Code) and the Participant, the entire amount of
reduction in any of the service recipient's (as defined in Section 409A of the
Code) taxable years does not exceed $5,000, and the reduction is made at the
same time and in the same amount as the debt otherwise would have been due and
collected from the Participant.

     

    (i)         
   Bona
Fide Disputes As To A Right To A Payment.  The Committee may,
in its sole discretion, provide for the acceleration of the time or schedule of
a payment under the Plan where such payments occur as part of a settlement
between the Participant and the Company (or any entity which would be considered
to be a single employer with the Company under Section 414(b) or Section 414(c)
of the Code) of an arm’s length, bona fide dispute as to the Participant's right
to the deferred amount.


    
      
         


      

      
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    (j)   
        Plan Terminations and
Liquidations.  The Committee may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment under the Plan
as provided in Section 7.2.

     

    (k)           Other Events and
Conditions.  The Committee may accelerate payment of a
Participant's benefit under the Plan upon such other events and conditions as
the Internal Revenue Service may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin.

     

    Except as
otherwise specifically provided in the Plan, the Committee may not accelerate
the time or schedule of any payment or amount scheduled to be paid under the
Plan within the meaning of Section 409A of the Code.  Notwithstanding
anything contained in this Section 4.1 to the contrary, in no event may a
payment be accelerated pursuant to paragraphs (d), (e), (f), (g), (h), (i), (j)
or (k) of this Section 4.1 following a Participant's Separation from Service to
a date that is prior to the first business day of the seventh month following
the Participant's Separation from Service (or if earlier, the first business day
of the month following the Participant's death).  The provisions of
this Section 4.1 are intended to comply with the exceptions to accelerated
payments under Treasury Regulation §1.409A-3(j)(4) and shall be interpreted and
administered accordingly.

    


    4.2 Delay of
Payments.  To the extent
permitted under Section 409A of the Code, the Committee may, in its sole
discretion, delay payment under any of the following circumstances, provided
that the Committee treats all payments to similarly situated Participants on a
reasonably consistent basis:  

     

    (a)           Federal Securities Laws or
Other Applicable Law.  A Payment may be delayed where the
Committee reasonably anticipates that the making of the payment will violate
federal securities laws or other applicable law; provided that the delayed
payment is made at the earliest date at which the Committee reasonably
anticipates that the making of the payment will not cause such
violation.  For purposes of the preceding sentence, the making of a
payment that would cause inclusion in gross income or the application of any
penalty provision or other provision of the Code is not treated as a violation
of applicable law.

     

    (b)           Other Events and
Conditions.  A payment may be delayed upon such other events
and conditions as the Internal Revenue Service may prescribe in generally
applicable guidance published in the Internal Revenue Bulletin.


    
      
         


      

      
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    4.3 Compliance
With Code Section 409A.  It is intended
that the Plan comply with the provisions of Section 409A of the Code, so as to
prevent the inclusion in gross income of any amounts deferred hereunder in a
taxable year that is prior to the taxable year or years in which such amounts
would otherwise actually be paid or made available to Participants or
Beneficiaries.  The Plan shall be construed, administered, and
governed in a manner that effects such intent, and the Committee shall not take
any action that would be inconsistent with such intent.  However, the
tax treatment of deferrals under this Plan is not warranted or
guaranteed.  Neither the Company, the other members of the Affiliated
Group, directors, officers, employees, advisers nor the Committee shall be held
liable for any taxes, interest, penalties or other monetary amounts owed by any
Participant or Beneficiary (or any other individual claiming a benefit through
the Participant or Beneficiary) as a result of the Plan.  Any
reference in the Plan to Section 409A of the Code will also include any
proposed, temporary or final regulations, or any other guidance, promulgated
with respect to such Section 409A by the U.S. Department of Treasury or the
Internal Revenue Service.  For purposes of the Plan, the phrase
"permitted by Section 409A of the Code," or words or phrases of similar import,
shall mean that the event or circumstance shall only be permitted to the extent
it would not cause an amount deferred or payable under the Plan to be includible
in the gross income of a Participant or Beneficiary under Section 409A(a)(1) of
the Code.

     

    4.4 Compliance
With TARP, EESA and ARRA.  It is intended
that the Plan comply with, and be administered in accordance with, the executive
compensation and corporate governance restrictions imposed under the Emergency
Economic Stabilization Act of 2008 ("EESA"), the Troubled Asset Relief Program
("TARP"), American Recovery and Reinvestment Act of 2009 ("ARRA"), together with
all regulations and guidance promulgated thereunder (the "TARP Compensation
Standards"), for the period in which the Company participates in TARP and for
such additional period thereafter as may be required by TARP, EESA or ARRA (the
"TARP Period"). To
ensure compliance with the TARP Compensation Standards, the following additional
provisions shall apply.

     

    (a)           TARP Policy.  The Plan and the
benefits provide under the Plan shall be subject to the First Financial Bancorp
TARP Policy, but only to the extent, and only for such period, as may be
necessary to ensure the Plan and the benefits provided under the Plan comply
with the applicable requirements of the TARP Compensation
Standards.  In the event that any provision of the Plan is found to be
in conflict with the TARP Compensation Standards and/or TARP Policy, the Plan
shall be deemed amended automatically, and to the extent necessary
retroactively, to reflect the requirements of the TARP Compensation Standards,
and the Plan shall be interpreted and administered accordingly.

     

    (b)           Consent to Compliance with
the TARP Compensation Standards.  As a condition of
participation in the Plan, each Participant shall acknowledge that (i) the
benefits provided under the Plan may be subject to the TARP Compensation
Standards and/or TARP Policy, (ii) the Plan may be amended and/or its
administration modified in order to comply with the TARP Compensation Standards
and TARP Policy, and (iii) a Participant shall be required (as determined by the
Committee or the Board) to repay all amounts paid from the Plan that are later
determined to have been paid in violation of the TARP Compensation Standards or
TARP Policy.


    
      
         


      

      
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    ARTICLE
V

    ADMINISTRATION

     

    5.1  Administration.  The Plan shall be
administered by the Committee, which shall have the exclusive right and full
discretion (i) to interpret the Plan, (ii) to decide any and all matters arising
hereunder (including the right to remedy possible ambiguities, inconsistencies,
or admissions), (iii) to make, amend and rescind such rules as it deems
necessary for the proper administration of the Plan and (iv) to make all other
determinations necessary or advisable for the administration of the Plan,
including determinations regarding eligibility for benefits payable under the
Plan.  All interpretations of the Committee with respect to any matter
hereunder shall be final, conclusive and binding on all persons affected
thereby.  No member of the Committee shall be liable for any
determination, decision, or action made in good faith with respect to the
Plan.  The Company will indemnify and hold harmless the members of the
Committee from and against any and all liabilities, costs, and expenses incurred
by such persons as a result of any act, or omission, in connection with the
performance of such persons’ duties, responsibilities, and obligations under the
Plan, other than such liabilities, costs, and expenses as may result from the
bad faith, willful misconduct, or criminal acts of such persons.

     

    5.2  Claims
Procedure.  In accordance with the
requirements of Section 503 of ERISA, the Plan provides a benefit claims and
appeals procedure that is intended to comply with the regulations issued by the
Secretary of Labor at 29 C.F.R. 2560.503-1.  Unless a separate
procedure is established for the Plan, the claims and appeals procedure set
forth in Section 7.14 of the Pension Plan (as may be amended from time to time)
shall apply to the Plan.

     

    ARTICLE
VI

    BENEFICIARIES

     

    6.1  Beneficiary
Designation.  The Participant
shall have the right, at any time, to designate any person or persons as
Beneficiary (both primary and contingent) to whom payment under the Plan shall
be made in the event of the Participant’s death.  The Beneficiary
designation shall be effective when it is submitted in writing to and
acknowledged by the Committee during the Participant’s lifetime on a form
prescribed by the Committee.

     

    6.2  Revision
of Designation.  The submission of
a new Beneficiary designation shall cancel all prior Beneficiary
designations.  Any finalized divorce or marriage (other than a common
law marriage) of a Participant subsequent to the date of a Beneficiary
designation shall revoke such designation, unless in the case of divorce the
previous spouse was not designated as Beneficiary and unless in the case of
marriage the Participant’s new spouse has previously been designated as
Beneficiary.

     

    6.3  Successor
Beneficiary.  If the primary
Beneficiary dies prior to complete distribution of any the benefits payable
under this Plan any remaining benefits shall be paid to the contingent
Beneficiary elected by the Participant.

     

    6.4  Absence
of Valid Designation.  If a Participant
fails to designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked by marriage, divorce, or otherwise without execution of a
new designation, or if every person designated as Beneficiary predeceases the
Participant or dies prior to complete distribution of the Participant’s
benefits, then the Committee shall direct the distribution of any benefits
payable under this Plan to the relevant estate.


    
      
         


      

      
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    ARTICLE
VII

    AMENDMENT AND
TERMINATION

     

    7.1 Amendment.  The
Company reserves the right to amend, terminate or freeze the Plan, in whole or
in part, at any time by action of the Board.

     

    7.2 Payments
Upon Termination of Plan.  In the event that
the Plan is terminated, the vested benefits of a Participant shall be paid to
the Participant or his Beneficiary on the dates on which the Participant or his
Beneficiary would otherwise receive payments hereunder without regard to the
termination of the Plan.  Notwithstanding the preceding sentence, and
to the extent permitted under Section 409A of the Code and the TARP Compensation
Standards, the Company, by action taken by its Board or its designee, may
terminate the Plan and pay Participants and Beneficiaries their entire vested
benefit subject to the following conditions:

     

    (a)           Dissolution; Bankruptcy
Court Order.  The termination occurs within twelve (12) months
after a corporate dissolution taxed under Section 331 of the Code, or with the
approval of a bankruptcy court pursuant to 11 U.S.C.
§503(b)(1)(A).   In such event, the vested benefit of each
Participant shall be paid at the time and pursuant to the schedule specified by
the Committee, so long as all payments are required to be made by the latest of:
(i) the end of the calendar year in which the Plan termination occurs, (ii) the
first calendar year in which the amount is no longer subject to a substantial
risk of forfeiture, or (iii) the first calendar year in which payment is
administratively practicable.

     

    (b)           Change in
Control.  The termination occurs pursuant to an irrevocable
action of the Board or its designee that is taken within the thirty (30) days
preceding or the twelve (12) months following a change in control event (within
the meaning of Treasury Regulation § 1.409A-3(i)(5) (a "Change in Control"), and
all other plans sponsored by the Company (determined immediately after the
Change in Control) that are required to be aggregated with this Plan under
Section 409A of the Code are also terminated with respect to each participant
therein who experienced the Change in Control ("Change in Control
Participant").   In such event, the vested benefit of each
Participant under the Plan and each Change in Control Participant under all
aggregated plans shall be paid at the time and pursuant to the schedule
specified by the Committee, so long as all payments are required to be made no
later than twelve (12) months after the date that the Board or its designee
irrevocably approves the termination.

     

    (c)           Company's
Discretion.  The termination does not occur "proximate to a
downturn in the financial health" of the Company (within the meaning of Treasury
Regulation § 1.409A-3(j)(4)(ix)), and all other arrangements required to be
aggregated with the Plan under Section 409A of the Code are also terminated and
liquidated.   In such event, the Participant's entire vested
benefit shall be paid at the time and pursuant to the schedule specified by the
Committee, so long as all payments are required to be made no earlier than
twelve (12) months, and no later than twenty-four (24) months, after the date
the Board or its designee irrevocably approves the termination of the
Plan.  Notwithstanding the foregoing, any payment that would otherwise
be paid pursuant to the terms of the Plan prior to the twelve (12) month
anniversary of the date that the Board or its designee irrevocably approves the
termination of the Plan shall continue to be paid in accordance with the terms
of the Plan.  If the Plan is terminated pursuant to this Section
7.2(c), the Company shall be prohibited from adopting a new plan or arrangement
that would be aggregated with this Plan under Section 409A of the Code within
three (3) years following the date that the Board or its designee irrevocably
approves the termination and liquidation of the Plan.


    
      
         


      

      
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    (d)           Other
Events.  The termination occurs upon such other events and
conditions as the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.

     

    Notwithstanding
anything contained in this Section 7.2 to the contrary, in no event may a
payment be accelerated following a Participant's Separation from Service to a
date that is prior to the first business day of the seventh month following the
Participant's Separation from Service (or if earlier, upon the first business
day of the month following the Participant's death).

    


    The
provisions of paragraphs (a), (b), (c) and (d) of this Section 7.2 are intended
to comply with the exception to accelerated payments under Treasury Regulation
§1.409A-3(j)(4)(ix) and shall be interpreted and administered
accordingly.  The term "Company" as used in paragraphs (b) and (c) of
this Section 7.2 shall include the Company and any entity which would be
considered to be a single employer with the Company under Code Sections 414(b)
or Section 414(c).

     

    ARTICLE
VIII

    MISCELLANEOUS

     

               8.1  Construction
and Governing Law.  The Plan shall be
construed, enforced, and administered and the validity thereof determined in
accordance with the laws of the State of Ohio, to the extent that applicable
federal law does not apply to the Plan.  Words used herein in the
masculine gender shall be construed to include the feminine gender where
appropriate and the words used herein in the singular or plural shall be
construed as being in the plural or singular where appropriate.

     

    8.2  No
Employment Rights.  Neither the
establishment or maintenance of the Plan nor the status of an employee as a
Participant shall give any Participant any right to be retained in employment;
and no Participant and no person claiming under or through such Participant
shall have any right or interest in any benefit under the Plan unless and until
the terms, conditions and provisions of the Plan affecting such Participant
shall have been satisfied.

     

    8.3  Unfunded
Plan.  The Plan is
intended to be an unfunded plan maintained primarily to provide deferred
compensation benefits for a select group of “management or highly compensated
employees” within the meaning of Sections 201, 301 and 401 of ERISA and
therefore to be exempt from Parts 2, 3 and 4 of Title I of
ERISA.  Notwithstanding the foregoing, the Company may elect, at its
sole discretion, to establish a grantor trust (with a trustee selected by the
Company) to which the Company may allocate funds to provide for the benefits
provided under the Plan, provided that such trust complies with the requirements
of Revenue Procedure 92-64 (and any related or subsequent guidance) and the
allocation of funds to such trust does not otherwise violate Section 409A, the
TARP Compensation Standards or any other applicable federal
law.


    
      
         


      

      
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    8.4  Discharge
of Obligations.  The payment to a
Participant or his Beneficiary of his entire benefit under the Plan shall
discharge all obligations of the Affiliated Group to such Participant or
Beneficiary under the Plan with respect to that Plan benefit.

     

    8.5  Nonalienation.  The right of any
Participant or any person claiming under or through a Participant to any benefit
or any payment hereunder shall not be subject in any manner to attachment or
other legal process for the debts of the Participant or person; and the same
shall not be subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.

     

    8.6  Limitation
of Liability.  No member of the
Board and no officer or employee of any member of the Affiliated Group shall be
liable to any person for any action taken or omitted in connection with this
Plan, nor shall any member of the Affiliated Group be liable to any person for
any such action or omission.  No person shall, because of the Plan,
acquire any right to an accounting or to examine the books or the affairs of any
member of the Affiliated Group.  Nothing in the Plan shall be
construed to create any trust or fiduciary relationship between any member of
the Affiliated Group and any Participant or any other person.

     

    8.7  Successors.  The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business and/or assets of the Company expressly to assume this
Plan.  This Plan shall be binding upon and inure to the benefit of the
Company and any successor of the Company, including without limitation any
persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by sale, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed the
"Company" for the purposes of this Plan), and the heirs, Beneficiaries,
executors and administrators of each Participant.

     

    IN WITNESS WHEREOF, the Company has
caused this Plan to be executed as of this _____ day of _____________,
_____.


     

    
      
        
          
            	
                    FIRST
      FINANCIAL BANCORP

                  
	 
      
	
                    By:

                  	
                     

                  
	
                    Name:

                  
	
                    Title:

                  


          

        

      

    

     

    
      
         


      

      
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