Exhibit 10.32

    


    AMENDED
AND RESTATED

    AGREEMENT
FOR RESTRICTED STOCK AWARD

    


    This
Amended and Restated Agreement for Restricted Stock Award (the "Agreement") is
between FIRST FINANCIAL
BANCORP., an Ohio corporation (the "Corporation"), and who, as of April
13, 2009, which is the effective date of this Agreement, is an employee of First
Financial Bank, National Association (the "Employee"):

    


    WHEREAS,
the Corporation established the 1999 Stock Incentive Plan for Officers and
Employees (the "Plan") and a Committee of the Board of Directors of the
Corporation designated in the Plan (the "Committee") approved the execution of
this Agreement containing the Restricted Stock Award to the Employee upon the
terms and conditions hereinafter set forth:

    


    NOW
THEREFORE, in consideration of the mutual obligations contained herein, it is
hereby agreed:

    


    
      	
              1.

            	
              Award
      of Restricted Stock.  The
      Corporation hereby awards to Employee as of the date of this Agreement
      shares of restricted common stock of the Corporation without par value
      ("Common Stock"), in consideration of services to be
      rendered.  The number of shares of restricted Common Stock is
      being adjusted to comply with 31 CFR Part 30 – TARP Standards for
      Compensation and Corporate Governance; Interim Final Rule, which became
      effective on June 15, 2010 (“TARP
Rules”).

            


    

    


    
      	
              2.

            	
              Restrictions
      on Transfer.  The shares
      of restricted Common Stock so received by the Employee and any additional
      shares attributable thereto received by the Employee as a result of any
      stock dividend, recapitalization, merger, reorganization or similar event
      are subject to the restrictions set forth herein and may not be sold,
      assigned, transferred, pledged or otherwise encumbered during the
      Restriction Period, except as permitted
hereby.

            


    

    


    
      	
              3.

            	
              Restriction
      Period.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      term “Restriction Period” as used in this Agreement shall mean the period
      that begins as of the date of this Agreement and ends with respect to the
      restricted Common Stock granted under this Agreement as of the applicable
      anniversary date(s) of the date of this Agreement (the "Anniversary
      Dates") as set forth in Schedule
3(a).

            


    

    


    The
Restriction Period is being adjusted to comply with the TARP Rules.

    


    Notwithstanding
the foregoing, if the Committee determines that there has been a Change in
Control (as such term is defined in the Plan), the Restriction Period ends with
respect to such shares of restricted Common Stock, effective as of the date of
such Change in Control (as determined by the Committee).

     

    
      Schedule
3(a)

    

    


    
      
        
          
            
              	 
      	 	
                      Shares of Restricted Common Stock

                    	 
	
                      Anniversary Date

                    	 	
                      First Eligible to Vest on

                    	 
	
                      of this Agreement

                    	 	
                      Indicated Anniversary Date

                    	 
	
                      1st
      Anniversary Date

                    	 	 	
                      0%

                    	 
	
                      2nd
      Anniversary Date

                    	 	 	
                      50%

                    	 
	
                      3rd
      Anniversary Date

                    	 	 	
                      25%

                    	 
	
                      4th
      Anniversary Date

                    	 	 	
                      25%

                    	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              If,
      on the date of this Agreement, the Employee is subject to the limitations
      on bonus payments (“Bonus Limitations”) set forth in Section 111(b)(3)(D)
      of the Emergency Economic Stabilization Act of 2008 and the regulations
      promulgated thereunder (“EESA”), then , notwithstanding Section 3(a), the
      shares of restricted Common Stock with respect to which the Restriction
      Period has lapsed shall  only become transferable (as defined in
      26 C.F.R. 1.83-3(d)) based on the date on which the Corporation repays the
      percentage of aggregate financial assistance received under the Troubled
      Assets Relief Program (“TARP Funds”) as set forth in Schedule
      3(b).

            


    

    


    
      Schedule
3(b)

    

    


    
      
        
          
            	
                    Amount of TARP Funds Repaid

                  	 	
                    Shares of Common Stock First Eligible to Become Transferable

                  	 
	
                    25%

                  	 	 	
                    25%

                  	 
	
                    50%

                  	     	 	
                    25%

                  	 
	
                    75%

                  	 	 	
                    25%

                  	 
	
                    100%

                  	 	 	
                    25%

                  	 


          

        

      

    

     

    Notwithstanding
the foregoing:

     

    
      	
               
      

            	
              (i)

            	
              The
      Employee shall forfeit any restricted Common Shares for which the
      Restriction Period has lapsed or that have become transferable if the
      Employee does not continue performing substantial services for the
      Corporation for at least two years from the date of grant (other than due
      to the Employee’s earlier death, disability or the occurrence of a change
      in control event (as defined in 26 C.F.R.
    1.409A-3(i)(5)(i));

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If,
      prior to the date that any restricted Common Shares for which the
      Restriction Period has not lapsed, the Committee determines that there has
      been a Change in Control, the Restriction Period with respect to any
      shares of restricted Common Stock for which the Restriction Period has not
      yet ended shall be determined pursuant to Schedule 3(a) (disregarding any
      provisions relating to a Change in Control);
  and,

            


    

     

    
      
        	
              	
                (iii) 

              	
                If
      the Employee does not make an election under Internal Revenue Code
      Section 83(b), the Committee may make a portion of the restricted
      Common Stock transferable that is reasonably required for the Employee to
      pay the federal, state, local or foreign taxes that are anticipated to
      apply to the income recognized due to the restricted Common Stock being
      deemed to be substantially vested (as defined in 26 CFR
      1.83-3(b)).  The portion of the restricted Common Stock made
      transferable for this purpose may occur at any time beginning with the
      date upon which the restricted Common Stock is deemed to be substantially
      vested and ending on December 31 of that calendar
    year.

              


      

    

     

    
      	
               
      

            	
              (c)

            	
              If
      on the date of this Agreement Employee is not subject to the Bonus
      Limitations, but, during the Restriction Period as defined in Section
      3(a), Employee becomes subject to the Bonus Limitations, the provisions of
      Section 3(b) shall apply to the portion of the restricted Commons Shares
      for which  the “Restriction Period” has not yet ended
      (“Remaining Restricted Common Stock”) and the second column of Schedule
      3(b) shall be applied to determine the transferability of such Remaining
      Restricted Common Stock rather than all shares of restricted Common Stock
      granted under this Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      ending of the Restriction Period also may be referred to in this Agreement
      as the vesting of the restricted Common Stock or as when the Common Stock
      vests.  However, for any Employee to whom the Bonus Limitations
      apply, any reference to the ending of the Restriction Period shall mean
      the restricted Common Stock becoming substantially vested (as that term is
      defined in 26 C.F.R. 1.83-1(b))Subject to the provisions of Sections 3(b)
      and 3(c), the Committee may, at the time of the granting to the Employee
      of the restricted Common Stock or at any time thereafter, reduce or
      terminate the Restriction Period otherwise applicable to all or any
      portion of the restricted Common Stock, provided, however, that if the
      Employee is a Covered Employee (as defined in the Plan), any applicable
      Benchmarks have been satisfied, or the Covered Employee has terminated
      employment due to his or her death or Disability (as defined in the
      Plan).

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Forfeiture
      Provision.  Notwithstanding
      any other provision of this Agreement, Employee hereby agrees that if his
      or her employment with the Corporation is terminated for any reason,
      voluntarily or involuntarily, whether by retirement, death, disability,
      resignation or dismissal for cause or otherwise, and such termination is
      prior to the ending of the Restriction Period applicable to any shares of
      the restricted Common Stock, the Employee's ownership and all related
      rights with respect to all shares of Common Stock for which the
      Restriction Period has not ended as of the employment termination date
      will be forfeited automatically on the date of termination, and the
      Corporation automatically will become the sole owner of such shares as of
      such date.

            


    

    


    
      	
               
      

            	
              References
      to the Corporation in this Section include the Corporation's subsidiaries
      and Affiliates.  A transfer of the Employee's employment between
      subsidiaries and/or Affiliates of the Corporation or between any
      subsidiary or Affiliate and the Corporation will not be considered a
      termination of employment for purposes of this
      Agreement.  Notwithstanding the foregoing, an Employee's
      employment will be considered terminated for purposes of this Agreement as
      of the date that the Employee's employing subsidiary or Affiliate ceases
      to be a subsidiary or Affiliate of the Corporation for any reason, unless
      prior to or as of such date the Employee's employment is transferred to
      the Corporation or to a remaining subsidiary or Affiliate of the
      Corporation.  For purposes of applying the Bonus Limitations,
      the Corporation’s Common Stock constitutes stock of an eligible issuer of
      service recipient stock (as defined in 26 C.F.R.
      1.409A-1(b)(5)(iii)(E)).

            


    

    


    
      	
              5.

            	
              Stock
      Certificates.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Upon
      award of the restricted Common Stock to the Employee, one or more stock
      certificates which evidence such shares of restricted Common Stock will be
      issued by the Corporation for the benefit of the Employee.  Each
      such stock certificate will be deposited with and held by the Corporation
      or its agent.  Any certificate for restricted Common Stock of
      the Corporation resulting from any stock dividend, recapitalization,
      merger, reorganization or similar event will also be deposited with and
      held by the Corporation or its agent.  All such stock
      certificates and Common Stock evidenced thereby will be subject to the
      forfeiture provisions, limitations on transferability and all other
      restrictions herein contained.  The Employee hereby agrees to
      deposit with the Corporation stock powers endorsed by the Employee in
      blank and in such number as requested by the
  Corporation.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      stock certificates for shares of restricted Common Stock issued during the
      Restriction Period will bear the following
  legend:

            


    

    


    
      	
               
      

            	
              "The
      transferability of this certificate and the shares of stock represented
      hereby are subject to the terms and conditions (including forfeiture) of
      the First Financial Bancorp. 1999 Stock Incentive Plan for Officers and
      Employees and an Agreement for Restricted Stock Award.  Copies
      of such Plan and Agreement are on file at the offices of First Financial
      Bancorp., Cincinnati, Ohio."

            


    

    


    
      	
               
      

            	
              (c)

            	
              With
      regard to any shares of restricted Common Stock which cease to be subject
      to restrictions pursuant to Section 3, the Corporation will, within sixty
      (60) days of the date such shares cease to be subject to restrictions,
      transfer Common Stock for such shares free of all restrictions set forth
      in the Plan and this Agreement to the Employee or the Employee's designee,
      or in the event of such Employee's death subsequent to expiration of the
      Restriction Period, to the Employee's legal representative, heir or
      legatee.

            


    

    


    
      	
               
      

            	
              6.

            	
              Shareholder's
      Rights.  Subject to
      the terms of this Agreement, during the Restriction
  Period:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Employee will have, with respect to the restricted Common Stock, the right
      to vote all shares of the restricted Common Stock received under or as a
      result of this Agreement, including shares which are subject to the
      restrictions on transfer in Section 2 and to the forfeiture provisions in
      Section 4 of this Agreement.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Cash
      dividends paid with respect to restricted Common Stock during the
      Restriction Period will be paid in cash to the Employee at the same time
      that cash dividends are paid to the Corporation’s other shareholders,
      except to the extent prohibited by the Bonus Limitations.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Dividends
      payable in Common Stock with respect to the restricted Common Stock during
      the Restriction Period will be held subject to the vesting of the
      underlying restricted Common Stock and then automatically paid in the form
      of Common Stock to the Employee at the same time that the underlying
      Common Stock is transferred to the
Employee.

            


    

    


    
      	
              7.

            	
              Regulatory
      Compliance.  The issue
      of shares of restricted Common Stock and Common Stock will be subject to
      full compliance with all then-applicable requirements of law and the
      requirements of the exchange upon which Common Stock may be traded, as set
      forth in the Plan.

            


    

    


    
      	
              8.

            	
              Withholding
      Tax.  The
      Employee agrees that, in the event that the award and receipt of the
      restricted Common Stock or the expiration of restrictions thereon results
      in the Employee's realization of income which for federal, state or local
      income tax purposes is, in the opinion of counsel for the Corporation,
      subject to withholding of tax at source by the Employee's employer, the
      Employee will pay to such Employee's employer an amount equal to such
      withholding tax or make arrangements satisfactory to the Corporation
      regarding the payment of such tax (or such employer on behalf of the
      Corporation may withhold such amount from Employee's salary or from
      dividends paid by the Corporation on shares of the restricted Common Stock
      or any other compensation payable to the
  Employee).

            


    

    


    
      	
              9.

            	
              Investment
      Representation.  The
      Employee represents and agrees that if he or she is awarded and receives
      the restricted Common Stock at a time when there is not in effect under
      the Securities Act of 1933 a registration statement pertaining to the
      shares and there is not available for delivery a prospectus meeting the
      requirements of Section 10(A)(3) of said Act, (i) he or she will accept
      and receive such shares for the purpose of investment and not with a view
      to their resale or distribution, (ii) that upon such award and receipt, he
      or she will furnish to the Corporation an investment letter in form and
      substance satisfactory to the Corporation, (iii) prior to selling or
      offering for sale any such shares, he or she will furnish the Corporation
      with an opinion of counsel satisfactory to the Corporation to the effect
      that such sale may lawfully be made and will furnish the Corporation with
      such certificates as to factual matters as the Corporation may reasonably
      request, and (iv) that certificates representing such shares may be marked
      with an appropriate legend describing such conditions precedent to sale or
      transfer.

            


    

    


    
      	
              10.

            	
              Federal
      Income Tax Election.  The
      Employee hereby acknowledges receipt of advice that, pursuant to current
      federal income tax laws, (i) he or she has thirty (30) days from the date
      the restricted Common Stock was granted, April 13, 2009, in which to elect
      to be taxed in the current taxable year on the fair market value of the
      restricted Common Stock in accordance with the provisions of Internal
      Revenue Code Section 83(b), and (ii) if no such election is made, the
      taxable event will occur upon expiration of restrictions on transfer at
      termination of the Restriction Period and the tax will be measured by the
      fair market value of the restricted Common Stock on the date of the
      taxable event.  Employee shall notify the Corporation
      immediately if he or she makes a Section 83(b)
  election.

            


    

    


    
      	
              11.

            	
              Adjustments.  If, after
      the date of this Agreement, the Common Stock of the Corporation is, as a
      result of a merger, reorganization, consolidation, recapitalization,
      reclassification, split-up, spin-off, separation, liquidation, stock
      dividend, stock split, reverse stock split, property dividend, share
      repurchase, share combination, share exchange, issuance of warrants,
      rights or debentures or other change in corporate structure of the
      Corporation, increased or decreased or changed into or exchanged for a
      different number or kind of shares of stock or other securities of the
      Corporation or of another corporation,
then:

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              there
      automatically will be substituted for each share of restricted Common
      Stock for which the Restriction Period has not ended granted under the
      Agreement the number and kind of shares of stock or other securities into
      which each outstanding share is changed or for which each such share is
      exchanged; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Corporation will make such other adjustments to the securities subject to
      provisions of the Plan and this Agreement as may be appropriate and
      equitable; provided, however, that the number of shares of restricted
      Common Stock will always be a whole
number.

            


    

    


    
      	
              12.

            	
              Notices.  Each notice
      relating to this Agreement must be in writing and delivered in person or
      by registered mail to the Corporation at its office, 201 East Fourth
      Street, Suite 2000, Cincinnati, Ohio 45202, attention of the Secretary, or
      at such other place as the Corporation has designated by
      notice.  All notices to the Employee or other person or persons
      succeeding to his or her interest will be delivered to the Employee or
      such other person or persons at the Employee's address below specified or
      such other address as specified in a notice filed with the
      Corporation.

            


    

    


    
      	
              13.

            	
              Determinations
      of the Corporation Final.  Any dispute
      or disagreement which arises under, as a result of, or in any way relates
      to the interpretation or construction of this Agreement will be determined
      by the Board of Directors of the Corporation or by a committee appointed
      by the  Board of Directors of the Corporation (or any successor
      corporation).  The Employee hereby agrees to accept any such
      determination as final, binding and conclusive for all
      purposes.

            


    

    


    
      	
              14.

            	
              Successors.  All rights
      under this Agreement are personal to the Employee and are not transferable
      except that in the event of the Employee's death, such rights are
      transferable to the Employee's legal representatives, heirs or
      legatees.  This Agreement will inure to the benefit of and be
      binding upon the Corporation and its successors and
    assigns.

            


    

    


    
      	
              15.

            	
              Obligations
      of the Corporation.  The
      liability of the Corporation under the Plan and this Agreement is limited
      to the obligations set forth therein.  No term or provision of
      the Plan or this Agreement will be construed to impose any liability on
      the Corporation in favor of the Employee with respect to any loss, cost or
      expense which the Employee may incur in connection with or arising out of
      any transaction in connection
therewith.

            


    

    


    
      	
              16.

            	
              Governing
      Law.  This
      Agreement will be governed by and interpreted in accordance with the laws
      of the State of Ohio.

            


    

    


    
      	
              17.

            	
              Plan.  The Plan
      will control if there is any conflict between the Plan and this Agreement
      and on any matters that are not contained in this Agreement.  A
      copy of the Plan has been provided to the Employee and is incorporated by
      reference and made a part of this Agreement.  Capitalized terms
      used but not specifically defined in this Agreement will have the
      definitions given to them in the
Plan.

            


    

    


    
      	
              18.

            	
              Entire
      Agreement.  This
      Agreement and the Plan supersede any other agreement, whether written or
      oral, that may have been made or entered into by the Corporation and/or
      any of its subsidiaries and the Employee relating to the shares of
      restricted Common Stock that are granted under this
      Agreement.  Therefore, the agreement as of April 13, 2009
      between the Corporation and the Employee with respect to the grant of
      shares of restricted Common Stock is amended and restated in its
      entirety.   This Agreement and the Plan constitute the
      entire agreement by the parties with respect to such matters, and there
      are no agreements or commitments except as set forth herein and in the
      Plan.  The Employee hereby consents to any amendment to this
      Agreement to the extent required to comply with the Bonus Limitations or
      otherwise comply with the requirements of
EESA.

            


    

    


    
      	
              19.

            	
              Captions;
      Counterparts.  The
      captions in this Agreement are for convenience only and will not be
      considered a part of or affect the construction or interpretation of any
      provision of this Agreement.  This Agreement may be executed in
      any number of counterparts, each of which will constitute one and the same
      instrument.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and
dated by the parties hereto as of the day and year first above
written.

    


    
      
        
          
            
              
                	
                        FIRST
      FINANCIAL BANCORP.

                      
	 
      	 
      
	
                        By:

                      	
                        

                      
	 
      	
                        Claude
      E. Davis

                      
	
                        Title:  

                      	
                        President
      & CEO

                      
	 
      	
                         

                      
	 
      	
                        Signature
      of
Employee

                      


              

            

          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    I hereby
direct that all cash dividends to which I am entitled on my shares of restricted
Common Stock under the foregoing Agreement as well as all notices and other
written communications in connection with such shares be mailed to me at the
following address:

    


    
      
        
          
            
              
                
                  	
                           

                        
	
                          Name
      of Employee

                        
	 
      
	
                           

                        
	
                          Street
      Address

                        
	 
      
	
                           

                        
	
                          City,
      State, and Zip Code

                        
	 
      
	
                           

                        
	
                          Social
      Security Number

                        
	 
      
	
                           

                        
	
                          Signature
      of
Employee

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        7